SPTY 10-Q
Specificity, Inc. (SPTY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number
| (Exact name of registrant as specified in its charter) | ||
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) | |
| (Address of principal executive offices) | (Zip Code) | |
| ( | ||
| (Registrant’s telephone number, including area code) | ||
N/A
(Former name, former address, and former fiscal year, if changed since last report)
Securities Registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| OTCID |
Indicate by check mark whether the issuer (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files).
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: shares of common stock as of August 19, 2026.
SPECIFICITY, INC
TABLE OF CONTENTS
(UNAUDITED)
2
SPECIFICTY, INC.
INDEX TO FINANCIAL STATEMENTS
(UNAUDITED)
F-1
SPECIFICITY, INC
BALANCE SHEETS
(EXPRESSED IN U.S. DOLLARS)
| JUNE 30, | DECEMBER 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net of allowance for doubtful accounts | ||||||||
| Prepaid and other current assets | ||||||||
| Total current assets | ||||||||
| NONCURRENT ASSETS | ||||||||
| Property and equipment, net | ||||||||
| Intangibles, net | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Working capital funding loans | $ | $ | ||||||
| Credit cards payable | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Accrued payroll, taxes and penalties | ||||||||
| Accrued interest payable - related party | ||||||||
| Convertible note payable, net of discount | ||||||||
| Related party advances | ||||||||
| Total current liabilities | ||||||||
| NON-CURRENT LIABILITIES | ||||||||
| Related party notes payable (Note 5) | ||||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES (Note 12) | ||||||||
| STOCKHOLDERS' DEFICIT | ||||||||
| Preferred stock, Series A, $ par value; shares authorized; shares issued and outstanding were , respectively | ||||||||
| Preferred stock, Series B, $ par value; shares authorized; shares issued and outstanding were , respectively | ||||||||
| Common stock, $par value; shares authorized issued and outstanding were and , respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
See accompanying notes to the financial statements.
F-2
SPECIFICITY, INC
STATEMENT OF OPERATIONS
(EXPRESSED IN U.S. DOLLARS)
| THREE MONTHS ENDED | SIX MONTHS ENDED | |||||||||||||||
| JUNE 30, | JUNE 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Revenues, net | $ | $ | $ | $ | ||||||||||||
| Cost of services | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| Capital raise promotion expense | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Share-based compensation expense | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expense: | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ||||||||||||
| Interest expense - related party | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss before provision for income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted loss per share | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Basic and diluted weighted average shares outstanding | ||||||||||||||||
See accompanying notes to the financial statements.
F-3
SPECIFICITY, INC
STATEMENT OF STOCKHOLDERS’ DEFICIT
(EXPRESSED IN U.S. DOLLARS)
| Additional | ||||||||||||||||||||||||||||||||||||||||
| Preferred Stock, Series A | Preferred Stock, Series B | Common Stock | Paid-In | Subscription | Accumulated | |||||||||||||||||||||||||||||||||||
| (Three Months Ended June 30, 2025) | Issued | Amount | Issued | Amount | Issued | Amount | Capital | Receivable | Deficit | Total | ||||||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||||||||||
| Balances, March 31, 2025 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
| Common stock issued as compensation to employee | - | - | ||||||||||||||||||||||||||||||||||||||
| Common stock issued to investor relations consultant in exchange for services rendered | ||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Balances, June 30, 2025 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
| Additional | ||||||||||||||||||||||||||||||||||||||||
| Preferred Stock, Series A | Preferred Stock, Series B | Common Stock | Paid-In | Subscription | Accumulated | |||||||||||||||||||||||||||||||||||
| (Six Months Ended June 30, 2025) | Issued | Amount | Issued | Amount | Issued | Amount | Capital | Receivable | Deficit | Total | ||||||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||||||||||
| Balances, December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||
| Common stock issued in connection with 506 offering | - | - | - | |||||||||||||||||||||||||||||||||||||
| Common stock issued to investor relations consultant in exchange for services rendered | - | - | ||||||||||||||||||||||||||||||||||||||
| Common stock issued as compensation to employee | - | - | ||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balances, June 30, 2025 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
| Additional | ||||||||||||||||||||||||||||||||||||||||
| Preferred Stock, Series A | Preferred Stock, Series B | Common Stock | Paid-In | Subscription | Accumulated | |||||||||||||||||||||||||||||||||||
| (Three Months Ended June 30, 2026) | Issued | Amount | Issued | Amount | Issued | Amount | Capital | Receivable | Deficit | Total | ||||||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||||||||||
| Balances, March 31, 2026 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
| Common stock issued in connection with Strata Agreement | - | - | ||||||||||||||||||||||||||||||||||||||
| Common stock issued to investor relations consultant in exchange for services rendered | ||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balances, June 30, 2026 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
| Additional | ||||||||||||||||||||||||||||||||||||||||
| Preferred Stock, Series A | Preferred Stock, Series B | Common Stock | Paid-In | Subscription | Accumulated | |||||||||||||||||||||||||||||||||||
| (Six Months Ended June 30, 2026) | Issued | Amount | Issued | Amount | Issued | Amount | Capital | Receivable | Deficit | Total | ||||||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||||||||||
| Balances, December 31, 2025 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
| Common stock issued in connection with Strata Agreement | - | - | ||||||||||||||||||||||||||||||||||||||
| Common stock issued in connection with partial conversion of ClearThink Capital Partners LLC convertible note | - | - | ||||||||||||||||||||||||||||||||||||||
| Common stock issued to investor relations consultant in exchange for services rendered | - | - | ||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balances, June 30, 2026 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
See accompanying notes to the financial statements.
F-4
SPECIFICITY, INC
STATEMENTS OF CASH FLOWS
(EXPRESSED IN U.S. DOLLARS)
| SIX MONTHS ENDED | ||||||||
| JUNE 30, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Depreciation expense | ||||||||
| Amortization of intangibles | ||||||||
| Amortization of original issue discount | ||||||||
| Share-based compensation expense | ||||||||
| Changes in operating liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Accounts payable and accrued expenses | ||||||||
| Credit cards payable | ||||||||
| Accrued payroll and taxes | ||||||||
| Accrued interest payable | ||||||||
| Accrued interest payable - related party | ||||||||
| Net cash (used in) provided by operating activities | ( | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of property and equipment | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Repayments of working capital funding loans | ( | ) | ||||||
| Proceeds from convertible promissory note issuance | ||||||||
| Repayment of convertible promissory note issuances | ( | ) | ||||||
| Advances from related party | ||||||||
| Repayments of related party advances | ( | ) | ( | ) | ||||
| Proceeds from sale of common stock (Strata) | ||||||||
| Proceeds from sale of common stock (506) | ||||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | ||||||||
| CASH AND CASH EQUIVALENTS, beginning of period | ||||||||
| CASH AND CASH EQUIVALENTS, end of period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| NON-CASH FINANCING ACTIVITIES: | ||||||||
| Common stock issued in exchange for services rendered | $ | $ | ||||||
| Common stock issued in partial convertible note conversion | $ | $ | ||||||
| Common stock issued to employees as compensation | $ | $ | ||||||
See accompanying notes to the financial statements.
F-5
SPECIFICITY, INC
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Specificity, Inc. (hereinafter referred to as the “Company”) was incorporated in the State of Nevada on November 25, 2020 (“Inception”). The Company’s principal headquarters is located at 8429 Lorraine Rd., Suite 377, Lakewood Ranch, FL 34202.
The Company is a full service digital marketing firm that delivers cutting-edge marketing solutions to identify and market in real-time to potential customers who are actively in the buying cycle. The Company’s digital marketing solutions focus on Business to Business (“B2B”) and Business to Consumer (“B2C”) consumer markets and give small and medium sized businesses a fair chance to capture online traffic. The Company’s underlying technology solution utilizes BiToS and Mobile Advertising Identifiers (MAIDs) to build audiences, effectively eliminating bot traffic and ad waste and produces real-time messaging opportunities to reach target audiences more efficiently than broad based market messaging platforms. The Company also implements intuitive ad sequencing, audience ID technology, Artificial Intelligence (“AI”) integration, saturation modeling, conversion funneling, Customer Relationship Management (“CRM”) integration, traffic resolution, and comprehensive analytics reporting.
The Company’s digital marketing capabilities were acquired through organic development in-house and through its efforts as a tech incubator and early adopter of innovative marketing tools. The Company principally generates revenue from its primary digital marketing solution; however, it has three other digital marketing solutions for which development is in varying stages of completion and/or waiting to be deployed to the marketplace. Refer to Note 3 – Revenue from Contracts with Customers for additional discussion about our digital marketing solution offerings.
NOTE 2 – GOING CONCERN
The Company is a development stage corporation. The Company has performed an annual assessment of its ability to continue as a going concern as required under Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements – Going Concern (“ASU No. 2014-15”) and concluded that the ability of the Company to continue as a going concern is dependent upon the Company’s ability to increase revenues and raise additional funds to implement its full business plan.
The Company’s unaudited financial statements
have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations and liquidation of liabilities
in the normal course of business. As reflected in the financial statements, the Company has $
In the interim, the Company raised capital through
short term convertible bridge loans and a Strata Purchase Agreement (“Strata Agreement”) with a private investor who previously
committed to purchase up to $
In the long run, the ability of the Company to continue as a going concern is dependent on its ability to implement the business plan, raise capital, and generate sufficient revenues to generate positive net income and cash flow. There is no guarantee that the Company will ever be able to raise sufficient capital or generate a level of revenue to sustain its operations. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. GAAP for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all information and footnotes required for annual financial statements. In management’s opinion, the statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation. Results for the three and six months ended June 30, 2026 are not necessarily indicative of full-year results. These statements should be read with the Company’s audited financial statements and notes included in its Form 10-K/A for the year ended December 31, 2025.
Reportable Operating Segments
The Company’s single reportable segment provides digital marketing services to its customers. The Company considers a combination of factors when evaluating the composition of potential reportable segments, including the results regularly provided to our Chief Executive Officer, who is our chief operating decision maker, economic characteristics of our digital marketing services offered, classes of clients (when applicable), geographic considerations (e.g. United States versus the rest of the world), and regulatory environment considerations (if applicable). Because the Company has one reportable segment, the reported segment revenue and net loss are the same as the corresponding amounts presented in the statements of operations. Accordingly, no reconciliation of segment amounts to the amounts reported in the statement of operations is necessary.
F-6
SPECIFICITY, INC
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP and pursuant to SEC rules and regulations 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates include the valuation of share-based compensation, embedded derivatives within convertible note issuances, and allowance against deferred tax assets.
Reclassifications
The Company reclassified certain capital and promotion expenses and shareholder loan cash flows in the prior year to align with the current year presentation. These changes had no impact on reported operating results or cash flows.
Revenue from Contracts with Customers
The Company’s performance obligation, associated
with digital marketing solutions generally consist of the promise to deliver digital marketing services. Digital marketing solutions are
delivered as a service and as such the performance obligation is complete once marketing tools or solutions are made available to the
customer, or as determined by the specific terms of the contract, if applicable. The Company charges its clients a fixed monthly retainer
for its services and such retainer is automatically renewed on a monthly basis on the first of the month unless cancelled by the client
in accordance with the terms of the service agreement. If any customer pays for digital marketing services in advance, those payments
are initially recorded as deferred revenue and then recognized as revenue when digital marketing services are delivered. As of June 30,
2026 and December 31, 2025, the Company had
The Company’s standard sales terms generally do not generally allow for a right of return due to the nature of digital marketing services. After completion of the Company’s performance obligation, there is an unconditional right to consideration as outlined in the contract. Revenue is recognized when performance obligations under the terms of the contracts with customers are satisfied.
The Company offers these three digital marketing solutions for its customers to choose from.
| 1. | Tradigital Partners - White-Label Digital Marketing Solutions for Ad Agencies. Tradigital Partners is a specialized white-label digital marketing service designed exclusively for advertising agencies to partner their traditional campaigns with digital. This solution allows agencies to expand their service offerings by providing cutting-edge digital marketing solutions under their own brand, without the need for in-house expertise or infrastructure. |
| 2. | Put-Thru - Enterprise-Grade Digital Marketing, Scaled for SMBs. Put-Thru is a digital marketing tech stack designed specifically for small and medium-sized businesses (“SMBs”). Unlike enterprise-level marketing platforms that require significant investment and expertise, Put-Thru delivers powerful digital advertising solutions at an affordable price point, helping SMBs compete with larger brands. |
| 3. | Pickpocket - DIY Digital Marketing Platform for Small Business Owners. Pickpocket is a do-it-yourself digital marketing platform built for small business owners who want to take control of their advertising efforts while cutting out the waste of audiences that don't make sense for their product or service. Designed for businesses with annual revenues between $500,000 and $5 million, Pickpocket leverages behavior-based ID technology to help users build ideal customer profiles and directly target potential buyers through their mobile devices. The main goal of Pickpocket is to directly target your competitors. Although fully developed, Pickpocket has not yet generated revenue, presenting an opportunity for future monetization strategies, including subscriptions, performance-based pricing, or value-added services. |
Adhoc marketing services are available on a fee for service basis and include email marketing, automated marketing, content marketing, social media content creation, digital production marketing, branding standards, logo creation, website creature, brochure creation, print marketing, targeted print campaigns, Google and Bind display ads, Google and Bing pay per click campaigns, Google local service ads, Test campaigns, search engine optimization, blog creation, voice marketing, radio commercial creation, influencer marketing collaboration and proximity marketing.
Concentration of Credit Risk
Cash and cash equivalents are maintained at financial
institutions and, at times, balances may exceed federally insured limits of $
Fair Value Measurements
The Company follows FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) to measure and disclosure the fair value of its financial instruments. ASC 820 establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements and establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy defined by ASC 820 are described below:
| Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | |
| Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | |
| Level 3 | Pricing inputs that are generally unobservable inputs and not corroborated by market data. |
F-7
SPECIFICITY, INC
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
The carrying amounts reported in the Company’s financial statements for cash, accounts receivable, prepaids and other current assets, accounts payable, etc. approximate their fair value because of the immediate or short-term mature of these financial instruments.
Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, increased by the potentially dilutive common shares that were outstanding during the period. See Note 10 for additional information.
New Accounting Pronouncements
The FASB issues ASUs to amend the authoritative literature in ASC. There have been a number of ASUs to date that amend the original text of ASC. The Company believes those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company, except for those cited above.
NOTE 4 – INTANGIBLE ASSETS
The Company’s primary intangible assets
consist of website development costs and internally developed software used to deliver digital marketing services. As of June 30, 2026,
the Company had intangible assets of $
NOTE 5 – RELATED PARTY TRANSACTIONS
Employment Agreements
On January 1, 2021, the Company entered into a
1-year employment agreement (“Agreement”) with Mr. Jason Wood, the Company’s Chief Executive Officer (“CEO”).
The Agreement renews automatically on an annual basis. If the CEO is terminated without cause, then the remaining current contract year
shall be paid upon termination. The Company currently pays the CEO’s personal living expenses in lieu of a direct salary. During
the three month period ended June 30, 2026 and 2025, the Company paid compensation totaling approximately $
Related Party Notes Payable (Pickpocket)
On January 13, 2021, the Company entered into
a share purchase agreement with the Company’s CEO to acquire an
Executive Officer Advances to the Company (Related Party Advances)
The Company’s CEO
provided unsecured credit advances to the Company to fund payroll and digital marketing platform operating costs in between financing
rounds. These advances do not incur interest and are due on demand. As of June 30, 2026 and December 31, 2025, cumulative unpaid credit
advances were $
F-8
SPECIFICITY, INC
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
NOTE 6 – WORKING CAPITAL FUNDING LOANS
The Company finances short term working capital requirements in between capital raises by entering into secured borrowing agreements for which future receivables are pledged to repay these short-term obligations. Funding is generally nonrecourse one-time fixed amount financing arrangements and contain a performance and personal guarantee by the CEO and COO. Repayments are made generally on a weekly basis out of available daily deposits until the financing has been repaid in full. Future sales of revenues are not within the scope of ASC 860 (Transfers and Servicing of Financial Assets), as such these arrangements are accounted for under ASC 470 (Debt) as short term working capital loans. Accordingly, these working capital funding loans are reported current liabilities on the balance sheets. Upon receipt of financing proceeds the Company recognizes a liability equal to the loan proceeds received and accrued interest payable equal to the spread between total agreed upon repayments and the cash loan proceeds.
Funding Futures
Revenue Purchase Agreement. On March 7, 2024, the Company entered into a future revenue purchase agreement and received proceeds
of $
All previous working capital loans were repaid during the year ended December 31, 2025.
NOTE 7 – CONVERTIBLE NOTE AGREEMENT
As of June 30, 2026, the Company had six outstanding convertible debt agreements, of which four of these convertible debt agreements were entered into during the year ended December 31, 2025. Convertible debt outstanding consisted of the following issuances:
| JUNE 30, | DECEMBER 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Convertible Note, dated April 25, 2023, matured in June 2024 and currently in default (1) | $ | $ | ||||||
| Convertible Note, dated September 30, 2025, unpaid principal and interest of $34,500, matured on June 30, 2026 and currently in default (2) | ||||||||
| Convertible Note, dated October 1, 2025, unpaid principal and interest of $133,125, matured on December 31, 2025 and converted into 1,331,250 shares of common stock (2) | ||||||||
| Convertible Note, dated November 6, 2025, unpaid principal and interest due of $138,000 at maturity on September 30, 2026 (2) | ||||||||
| Convertible Note, dated December 17, 2025, fixed installments commencing June 15, 2026, matures on September 15, 2026 (3) | ||||||||
| Convertible Note, dated January 12, 2026, fixed installments commencing June 15, 2026, matures on January 12, 2027 (4) | ||||||||
| Convertible Note, dated June 18, 2026, fixed installments commencing December 15, 2026, matures on April 15, 2027 (3) | ||||||||
| Total Convertible Note | $ | $ | ||||||
| Deduct: Unamortized Original Issue Discount (1)(2)(3)(4) | ( | ) | ( | ) | ||||
| Convertible Note principal balance payable | $ | $ | ||||||
| Add: Convertible Note interest payable (1)(2)(3)(4) | ||||||||
| Total Convertible Note payable | $ | $ | ||||||
| Fully Amortized Convertible Notes Payable Due at Maturity | $ | $ | ||||||
| (1) |
F-9
SPECIFICITY, INC
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
| (2) |
| · | On September 30, 2025, the Company entered
into a convertible debt agreement with a face value of $ |
| · | On October 1, 2025, the Company entered into a convertible debt
agreement with a face value of $ |
| · | On November 6, 2025, the Company entered into a convertible debt agreement
with a face value of $ |
| (3) |
| · | On December 17, 2025, the Company entered into a convertible debt agreement
with a |
| · | On June 18, 2026, The Company entered into a convertible debt agreement with
a |
| (4) |
F-10
SPECIFICITY, INC
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
NOTE 8 – INCOME TAXES
The Company’s effective tax rate is
NOTE 9 – CAPITAL STRUCTURE
During the three month period ended June 30, 2026, there were no equity transactions that could result in a change in control of the Company which would trigger any conversion provision contained within the Company’s Convertible Note, Series A or B preferred stock agreements. The following is a description of the Company’s equity instruments and changes during the quarter reporting periods:
| · | Series A Preferred Stock |
The Company is authorized to issue 1
million shares $0.001 par value Series A preferred stock (“Series A”).
| · | Series B Preferred Stock |
The Company was authorized to issue shares $ par value Series B preferred stock (“Series B”). In September 2022, the Company increased the Series B preferred stock authorized shares to . The holder of Series B preferred stock do not have any voting rights. In the event of liquidation or dissolution of the Company, the holders of Series B preferred stock are entitled to share ratably in all assets remaining after payment of liabilities and have no liquidation preferences. Holders of Series B preferred stock have a right to convert each share of Series B on a prorate basis of exactly ten (10) percent of the issued and outstanding common stock of the Company. The ultimate redemption value of Series B Preferred stock is tied to the value of the Company’s common stock.
In 2020, the Company issued
shares of Series B preferred stock for no additional consideration at a fair value of $
| · | Common Stock |
As of June 30, 2026, the Company had
50 million authorized shares of common stock with a par value of $, of which were issued and outstanding.
F-11
SPECIFICITY, INC
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
| · | Strata Purchase Agreement |
On November 29, 2023, the Company
entered into a
| i. | During the three month period ended June 30, 2026, the Company
issued shares of common stock under the Strata Agreement at a price of $0.15 per share and received net proceeds of $ |
| ii. | During the six months period ended June 30, 2026, the Company issued shares of common stock under
the Strata Agreement at an average price per share of $ and received net proceeds of $ |
Employee Share Compensation
During the three and six month periods ended June 30, 2026, the Company did t issue any share-based compensation to employees. During the three and six month periods ended June 30, 2025, the Company issued and common shares to its COO in connection with his employment agreement.
Investor Relations Advisor Share Compensation
During the three and six month periods ended June 30, 2026, the Company issued and shares of common stock in partial satisfaction of amounts owed to its capital raise consultants with an estimated fair value of $ and $, respectively. During the three and six month periods ended June 30, 2025, the Company issued and shares of common stock in partial satisfaction of amounts owed to its capital raise consultants with an estimated fair value of $ and $, respectively.
Stock Option Compensation
The Company did not adopt stock option incentive plan or issue any stock options or other service based awards to any employee, advisor or consultant during the three or six month periods ended June 30, 2026.
Warrants to Purchase Common Stock
On October 1, 2021, the Company issued
On April 25, 2023, the Company issued
F-12
SPECIFICITY, INC
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
The table below summarizes the status of warrants outstanding and exercisable as follows:
| 2026 | 2025 | |||||||||||||||
| Warrants | Weighted Average Exercise Price | Warrants | Weighted Average Exercise Price | |||||||||||||
| (Unaudited) | ||||||||||||||||
| Warrants outstanding, January 1, | $ | $ | ||||||||||||||
| Issued | ||||||||||||||||
| Exercised | ||||||||||||||||
| Expired | ||||||||||||||||
| Warrants outstanding, June 30, | $ | $ | ||||||||||||||
| Warrants exercisable, June 30, | $ | $ | ||||||||||||||
The Company reported a net loss during the three and six month periods ended June 30, 2026 and 2025, as such, the inclusion of potentially dilutive securities in the computation of Diluted EPS would be anti-dilutive. Potentially dilutive securities excluded from the computation of diluted EPS was as follows:
| THREE AND SIX MONTHS ENDED | ||||||||
| JUNE 30, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Convertible Note (see Note 7) | ||||||||
| Series A Preferred (see Note 9) | ||||||||
| Series B preferred stock (see Note 9) | ||||||||
| Detachable common stock warrants (see Note 10) | ||||||||
| Total anti-dilutive securities excluded from diluted weighted average common shares | ||||||||
NOTE 12 – COMMITMENTS AND CONTINGENCIES
In the ordinary course of business, it is possible that the Company may be the subject of lawsuits and claims from time to time. The Company’s management, with input from legal counsel, assesses such contingent liabilities, and such assessment inherently involves an exercise in judgment. In assessing loss contingencies related to legal proceedings pending against us or unasserted claims that may result in proceedings, evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that a probable and material loss has been incurred and the amount of liability can be estimated, then the estimated liability would be accrued in the financial statements. If the assessment indicates a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. The Company is not currently party to any pending or threatened litigation in connection with its principal business activities.
NOTE 13 - REVENUE CONCENTRATIONS
During the three and
six month periods ended June 30, 2026, the Company had one customer whose revenues represented approximately
During the three month
period ended June 30, 2026, the Company had
F-13
NOTE 14 – SUBSEQUENT EVENTS
In accordance with ASC 855-10 the Company has analyzed its operations subsequent to the six month period ended June 30, 2026, to the date these financial statements were issued, and determined that the following were material subsequent events to disclose in these financial statements.
| · | On August 14, 2026, the Company delayed the completion of its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and filed a Form 12b-25 (Notice of Late Filing) with the Securities and Exchange Commission to provide notice of such delay to the SEC and its shareholders. |
| · | On July 14, 2026, the Company executed a Strata
equity put notice for $ |
F-14
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Note Regarding Forward-Looking Information and Factors That May Affect Future Results
This quarterly report on Form 10-Q contains forward-looking statements regarding our business, financial condition, results of operations and prospects. The Securities and Exchange Commission (the “SEC”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This quarterly report on Form 10-Q and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results. Factors that could cause our actual results of operations and financial condition to differ materially are set forth in the “Risk Factors” section of our Form 10-K/A for the year ended December 31, 2025 filed with the SEC on June 4, 2026, and accepted on June 5, 2026.
As used in this “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” except where the context otherwise requires, the term “we,” “us,” “our,” or “the Company,” refers to the business of Specificity, Inc.
We caution that these factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
The following discussion should be read in conjunction with our unaudited financial statements and the related notes that appear elsewhere in this quarterly report on Form 10-Q.
Business Overview
At our core we are a full service digital marketing firm that delivers cutting-edge marketing solutions to identify and market in real-time to potential customers who are in the buying cycle. Our digital marketing solutions focus on B2B and B2C consumer markets and give small and medium sized businesses a fair chance to capture online traffic. Our underlying technology solution utilizes BiToS and MAIDs to build audiences, effectively eliminating bot traffic and ad waste and produces real-time messaging opportunities to reach target audiences more efficiently than broad based market messaging platforms. We also implement intuitive ad sequencing, audience ID technology, AI integration, saturation modeling, conversion funneling, CRM integration, traffic resolution, and comprehensive analytics reporting.
Our digital marketing capabilities were acquired through organic development in-house and through our efforts as a tech incubator and early adopter of innovative marketing tools. Currently, our operations are focused on 3 service offerings within our single segment business.
| · | Put-Thru - Enterprise-Grade Digital Marketing, Scaled for SMBs. Put-Thru is a digital marketing tech stack designed specifically for SMBs. Unlike enterprise-level marketing platforms that require significant investment and expertise, Put-Thru delivers powerful digital advertising solutions at an affordable price point, helping SMBs compete with larger brands. |
| · | Tradigital Partners - White-Label Digital Marketing Solutions for Ad Agencies. Tradigital Partners is a specialized white-label digital marketing service designed exclusively for advertising agencies to partner their traditional campaigns with digital. This solution allows agencies to expand their service offerings by providing cutting-edge digital marketing solutions under their own brand, without the need for in-house expertise or infrastructure. |
| · | Pickpocket - DIY Digital Marketing Platform for Small Business Owners. Pickpocket is a DIY digital marketing platform built for small business owners who want to take control of their advertising efforts while cutting out the waste of audiences that don't make sense for their product or service. Designed for businesses with annual revenues between $500,000 and $5 million, Pickpocket leverages behavior-based ID technology to help users build ideal customer profiles and directly target potential buyers through their mobile devices. The main goal of Pickpocket is to directly target your competitors. |
We primarily generate revenue through recurring fixed monthly digital services agreements for the vast majority of our clients. We bill for our services at the beginning of each month and our services are completed at the end of the month. We also generate revenue through marketing campaigns for product or service launches and other non-recurring events.
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Results of Operations – Three Months Ended June 30, 2026, as compared to June 30, 2025
Revenues
Revenue increased $55,719, or 20.9%, to $322,019 for the three months ended June 30, 2026 from $266,300 in the same period last year. The increase was primarily attributable to a large new customer project during the quarter. Revenue may fluctuate between periods based on customers’ digital marketing requirements. Customers generally may pause future marketing services, which could materially affect the timing of revenue. In addition, large, nonrecurring marketing campaigns associated with specific events or promotions may cause quarterly revenue fluctuations.
Cost of Revenues
For the three month period ended June 30, 2026 cost of revenues increased to $203,583 as compared to $154,929 in the same period last year. The increase was primarily attributable to additional personnel and the use of higher-quality, higher-cost digital marketing data sources and related platforms to serve our clients.
Operating Expenses
Operating expenses include sales and marketing, capital raise promotion costs, general and administrative, share-based compensation and depreciation and amortization. Sales and marketing and general and administrative expenses are the principal components of operating expenses, with professional fees representing more than 50% of total operating expenses. Operating expenses increased to $180,775 for the three months ended June 30, 2026, from $178,664 for the prior-year period. The increase was primarily attributable to higher legal fees associated with the issuance of a convertible note and higher sales commissions. We expect operating expenses to increase as we support sales growth initiatives and capital-raising activities.
Other Expenses
Other expenses increased to $58,906 for the three months ended June 30, 2026, from $12,500 for the same period last year. The increase was primarily attributable to the amortization of original issue discount and additional interest expense associated with the issuance of a convertible note.
Provision for Income Taxes
We recorded no provision for income taxes for the three months ended June 30, 2026, due to our continued net operating losses. We maintained a full valuation allowance against our net deferred tax assets.
Net Loss
For the three month period ended June 30, 2026 our net loss increased to $121,245 as compared to $79,793 in the same period last year. The increase in quarterly net loss was primarily due to interest costs associated with the issuance of a convertible note.
Results of Operations – Six Months Ended June 30, 2026, as compared to June 30, 2025
Revenues
Revenue increased $1,519, or 0.3%, to $565,869 for the six months ended June 30, 2026 from $564,350 in the same period last year. Revenue from new customers substantially offset revenue lost from prior-year customer attrition.
Cost of Revenues
For the six month period ended June 30, 2026 cost of revenues increased to $367,041 as compared to $309,705 in the same period last year. The increase was primarily attributable to additional personnel and the use of higher-quality, higher-cost digital marketing data sources and related platforms to serve our clients.
Operating Expenses
Operating expenses decreased to $393,171 for the six months ended June 30, 2026, from $449,654 for the same period last year. The decrease was primarily attributable to lower legal and professional fees following the completion of the reaudits of our financial statements during the prior-year period. We expect operating expenses to increase as we support sales growth initiatives and capital-raising activities.
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Other Expenses
Other expenses increased to $109,299 for the six months ended June 30, 2026, from $25,000 for the same period last year. The increase was primarily attributable to the amortization of original issue discount and additional interest expense associated with the issuance of two new convertible notes.
Provision for Income Taxes
We recorded no provision for income taxes for the six months ended June 30, 2026 or 2025 due to our continued net operating losses. We maintained a full valuation allowance against our net deferred tax assets.
Net Loss
For the six month period ended June 30, 2026 our net loss increased to $303,642 as compared to a net loss of $220,009 in the same period last year. The increase in quarterly net loss was primarily due to interest costs associated with convertible note issuances.
Liquidity, Capital Resources, and Off-Balance Sheet Arrangements
We may need to raise additional capital to fund our operations and there can be no assurance that additional capital will be available on acceptable terms or at all. In the short term, we must raise additional capital through debt or equity financing to support our business operations and to grow our business. Over the long term, we must successfully execute our growth plans to increase profitable revenue and income streams to generate positive cash flows to sustain adequate liquidity to meet minimum operating requirements.
Net Working Capital
At June 30, 2026, we had a net working capital deficit of approximately $1,331,173 compared to a net working capital deficit of $1,259,042 at December 31, 2025. Our immediate sources of liquidity include cash and cash equivalents and accounts receivable; however, these cashflows from operations at this stage of our development will not sustain our operations. As shown in our audited financial statements, we have, since inception, financed operations and limited capital expenditures through the sale of stock and convertible notes and working capital funded debt. We relied on proceeds from customer payments and financing activities from the sale of common stock to fund our business operations and growth plans. Management does not believe that current capital resources from operations alone will be sufficient to fund operations for the next twelve months.
We must successfully execute our business plan to increase profitability in order to achieve positive cash flows to sustain adequate liquidity without requiring additional funds from external sources to meet minimum operating requirements. We anticipate that we will need to raise additional capital to fund our operations and to execute our business plan; and there can be no assurance that additional capital will be available on acceptable terms or at all.
Cash Flows from Operating Activities
Cash provided by (used in) operating activities provides an indication of our ability to generate sufficient cash flow from our recurring business activities. For the six month period ended June 30, 2026, net cash used in operations was $94,352 driven primarily by current period net loss and higher interest expense. For the six month period ended June 30, 2025, net cash provided by operations was $14,980 driven primarily by conversion of outstanding accounts payable due to service provider in exchange for common stock, which preserved our operating cash flow.
Cash Flows from Investing Activities
For the six month period ended June 30, 2026, the Company capitalized computer equipment totaling $1,550. For the six month period ended June 30, 2025, there were no inflows or outflows for investing activities.
Cash Flows from Financing Activities
Cash provided by (used in) financing activities provides an indication of our debt financing and proceeds from capital raise transactions. For the six month period ended June 30, 2026, net cash provided by financing activities was $104,229, primarily due to convertible debt issued, Strata equity raise and shareholder loans to provide short term operating capital, partially offset by repayments of convertible debt and shareholder loans. For the six month period ended June 30, 2025, net cash used in financing activities was $10,885, primarily due to repayments of shareholder loans, partially offset by proceeds from Strata and private placement of common stock.
5
Future Funding
Our management does not believe that our current capital resources will be adequate to continue operating our company and maintaining our business strategy for much more than 12 months. At the date hereof, we have minimal cash at hand. We require additional capital to implement our business and fund our operations.
Since inception we have funded our operations primarily through debt and equity financing and we expect that we will continue to fund our operations through equity and debt financing, either alone or through strategic alliances. Additional funding may not be available on favorable terms, if at all. We intend to continue to fund our business by way of equity or debt financing until natural revenues can support the Company. If we raise additional capital through the issuance of equity or convertible debt securities, the percentage ownership of our company held by existing shareholders will be reduced and those shareholders may experience significant dilution. In addition, new securities may contain certain rights, preferences or privileges that are senior to those of our common stock. We cannot assure you that we will be able to raise the working capital as needed in the future on terms acceptable to us, if at all.
If we are unable to raise capital as needed, we are required to reduce the scope of our business development activities, which could harm our business plans, financial condition, and operating results, or cease our operations entirely, in which case, you will lose all of your investment.
Off-Balance Sheet Arrangements
We have no off-balance sheet financing arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure controls and procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports, filed under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
As required by the SEC Rules 13a-15(b) and 15d-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to material weaknesses in internal controls over financial reporting.
To address these material weaknesses, management engaged financial consultants, performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.
A material weakness is a deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board (“PCAOB”) Audit Standard No. 5, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the material weaknesses which have caused management to conclude that as of June 30, 2026, our internal controls over financial reporting were not effective as a result of continuing weaknesses principally due to the following:
| • | We had not established adequate financial reporting monitoring activities to mitigate the risk of management override, specifically because there are few employees and only one officers with management functions and therefore there is lack of segregation of duties. |
| • | We had inadequate document retention policies and procedures to ensure that all financial transactions, including timely communication of and providing financial documentation to our outside financial consultants regarding the opening and closing of bank and credit card accounts and convertible debt agreements; as well as timely maintained and easily accessible to facilitate the financial close and reporting process. |
| • | We had inadequate policies and procedures related to internal control over financial reporting and as such relied heavily on outside consultants and advisors to assist us in the preparation of the annual and quarterly financial statements and partners with us to ensure compliance with US GAAP and SEC disclosure requirements. |
| • | We currently do not have board of directors and audit committee oversight. The lack of oversight of by a board of directors could result in failure to ensure robust financial reporting, internal controls and inaccurate disclosures. Additionally, the lack of oversight could result in a conflict of interest, undermine board objectivity, transparency, and compliance. |
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At such time as we raise additional working capital, we plan to add staff, initiate training, add additional subject matter expertise so that we may improve our processes, policies, procedures, and documentation of our internal control processes.
Changes in internal control over financial reporting
There was no change in our internal control over financial reporting during the quarter ended June 30, 2026 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, existing, or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers, or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 1A. RISK FACTORS
As a smaller reporting company, we are not required to provide the information required by this item. However, please refer to our 2025 Form 10-K/A as filed with the SEC on June 4, 2026 and accepted on June 5, 2026, to see those Risk Factors listed therein.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Except for initial founders shares all unregistered shares have since been registered pursuant to the Form S-1 registration statement deemed effective on September 16, 2021, and the Form S-1 registration statement deemed effective on June 1, 2022, and the Form S-1 registration statement deemed effective on September 23, 2022.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
On April 25, 2023, the Company entered into an unsecured convertible debt agreement with a 10% original issue discount on a face value of $220,000 with an original maturity of April 24, 2024. As of June 30, 2026, the fully amortized convertible debt payoff total was $159,671 (including default interest of $53,777). The potential common stock issuable upon conversion was approximately 319,342 common shares at June 30, 2026. This loan was not repaid at maturity and is currently in default. The note does not contain any default interest or penalties. The note may be converted at the option of the note holder into common shares at a rate of $0.50 per unpaid principal outstanding.
On September 30, 2025, the Company entered into an unsecured convertible debt agreement with a 20% original issue discount on a face value of $30,000 with an original maturity of June 30, 2026. As of June 30, 2026, the fully amortized convertible debt payoff total was $34,500. This loan was not repaid at maturity and is currently in default. As of June 30, 2026, the note may be converted at the option of the note holder into 1,533,333 common shares at June 30, 2026 (computed as total face value plus accrued interest due, all divided by lesser or $0.20 or 75% of the lowest traded price within a five day trading period prior to June 30, 2026).
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ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
| Exhibit No. | Description of Exhibit | Filed | ||
| 31.1* | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002. | Herein | ||
| 32.1* | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002. | Herein | ||
| 10.1 | Convertible Promissory Note with Vanquish Funding Group, Inc. dated June 18, 2026 | Herein | ||
| 101.INS* | XBRL INSTANCE DOCUMENT | |||
| 101.SCH* | XBRL TAXONOMY EXTENSION SCHEMA | |||
| 101.CAL* | XBRL TAXONOMY EXTENSION CALCULATION LINKBASE | |||
| 101.DEF* | XBRL TAXONOMY EXTENSION DEFINITION LINKBASE | |||
| 101.LAB* | XBRL TAXONOMY EXTENSION LABEL LINKBASE | |||
| 101.PRE* | XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE |
| * | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Specificity, Inc. | ||
| Date: August 19, 2026 | By: | /s/ Jason Wood |
| Name: | Jason Wood | |
| Title: |
Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer (Principal Executive Officer) (Principal Financial and Accounting Officer) | |
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