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Exyn Technologies Inc.

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Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-297134

PROSPECTUS SUPPLEMENT NO. 2

To Prospectus dated July 2, 2026

3,658,564 Shares of Common Stock

189,753 Warrants to Purchase Common Stock

Exyn Technologies, Inc.

This prospectus supplement supplements the prospectus dated July 2, 2026 (the "Prospectus"), relating to the offering and resale by the selling stockholders identified in the Prospectus of up to 3,658,564 shares (the "Resale Shares") of common stock, $0.0001 par value (the "Common Stock"), and up to 189,753 warrants (the "Resale Warrants") to purchase one share of Common Stock (the "Warrants") of Exyn Technologies, Inc., a Delaware corporation. We will not receive any proceeds from the sale of any Resale Shares or Resale Warrants sold by the selling stockholders. Capitalized terms used but not defined herein shall have the same meaning set forth in the Prospectus.

This prospectus supplement incorporates into our Prospectus the information contained in our attached Quarterly Report on Form 10-Q/A for the quarterly period ended June 30, 2026, filed with the Securities and Exchange on August 20, 2026.

You should read this prospectus supplement in conjunction with the Prospectus, including any supplements and amendments thereto. This prospectus supplement is qualified by reference to the Prospectus except to the extent that the information in the prospectus supplement supersedes the information contained in the Prospectus.

This prospectus supplement is not complete without, and may not be delivered or utilized, except in connection with, the Prospectus, including any supplements and amendments thereto.

Our Common Stock and Warrants are traded on the Nasdaq Capital Market under the symbols "EXYN" and "EXYNW," respectively. On August 19, 2026, the last reported sale price of our Common Stock and Warrants was $2.02 and $0.66 per share and per Warrant, respectively.

The securities offered in this prospectus involve a high degree of risk. You should carefully consider the matters set forth in "Risk Factors" on page 11 of the Prospectus in determining whether to purchase our securities.

Neither the Securities and Exchange Commission nor any regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is August 20, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number 001-43296

Exyn Technologies, Inc.

(Exact name of Registrant as specified in its Charter)


Delaware	47-2345934
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2118 Washington Avenue, Suite 1000 Philadelphia, Pennsylvania	19146
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (215) 999-0200

Securities registered pursuant to Section 12(b) of the Act:


Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		EXYN		The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one share of common stock at an exercise price of $9.69		EXYNW		The Nasdaq Stock Market LLC

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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 ☐ NO ☒

The number of shares of Registrant's common stock outstanding as of August 5, 2026 was 7,953,957.

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EXPLANATORY NOTE

Exyn Technologies, Inc. (the "Company") is filing this Amendment No. 1 on Form 10-Q/A (this "Amendment") to amend the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, originally filed with the Securities and Exchange Commission on August 19, 2026 (the "Original Filing"), to (i) correct errors in the narrative disclosure contained in Part II, Item 1A (Risk Factors) and Part II, Item 5 (Other Information) of the Original Filing regarding the departure of the Company's former Chief Executive Officer and Chairman of the Board of Directors of the Company, Brandon Torres Declet, and (ii) to identify the Company's current Interim Chief Executive Officer as the Company's Chief Operating Decision Maker in Note 15 - Segment Reporting. This Amendment corrects the description of Mr. Declet's departure in each of the affected items in Part II to accurately reflect his resignation from his positions at the Company.

No changes have been made to the condensed consolidated financial statements or the related notes included in the Original Filing, and this Amendment does not affect any financial information previously reported by the Company.

Other than the amendments described above, this Amendment does not modify or update any other disclosures set forth in the Original Filing and does not otherwise reflect events occurring after the date of the Original Filing.

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TABLE OF CONTENTS


		Page
PART I. FINANCIAL INFORMATION		1
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2026 and 2025	2
	Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the Three and Six Months Ended June 30, 2026 and 2025	3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29

PART II. OTHER INFORMATION		31
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchase of Equity Securities	32
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	35

SIGNATURES		39

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements, other than statements of historical fact, included or incorporated in this report regarding, among other things, our management team's expectations, hopes, beliefs, intentions or strategies regarding the future, are forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "contemplate," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "will," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements contained in this Quarterly Report on Form 10-Q may include, but are not limited to, statements about:

●

our market opportunity and the potential growth of that market;

●

our strategy, outcomes, and growth prospects;

●

trends in our industry and markets; and

●

the competitive environment in which we operate.

Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include:

●

our failure to manage our growth effectively and our ability to achieve and maintain profitability;

●

our management transition;

●

our failure to raise substantial additional funds in the future;

●

our inability to adapt and respond effectively to rapidly changing technology, evolving industry standards and changing customer needs or requirements;

●

our failure to penetrate new markets;

●

commercial operational risks because of our reliance on technology;

●

the potential for design or manufacturing defects with respect to our products;

●

uncertain global macro-economic and political conditions, including the implementation of tariffs;

●

disruptions in U.S. government operations and funding and budgetary priorities of the U.S. government;

●

the failure of our information technology systems, physical or electronic security protections to prevent security breaches or unauthorized access;

●

the scarcity or unavailability of critical components or raw materials used to manufacture our products;

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●

the fluctuation of our operating results;

●

adverse publicity stemming from any incident involving us, our competitors, or our customers;

●

the failure to adequately protect our proprietary intellectual property rights;

●

our inability to comply with our contractual obligations;

●

evolving government laws and regulations;

●

our inability to generate sufficient cash to service all of our indebtedness;

●

our inability to attract and retain qualified personnel, including top technical talent; and

●

the other factors set forth below under Item 1A. "Risk Factors."

There are a number of important factors that could cause our actual results to differ materially from those indicated or implied by forward-looking statements. These important factors include those set forth in the "Risk Factors" sections of this Quarterly Report on Form 10-Q and our Registration Statement on Form S-1 (File No. 333-297134) filed on June 29, 2026 and declared effective by the SEC on July 2, 2026, and in our other disclosures and filings with the SEC. These factors and the other cautionary statements made in this Quarterly Report on Form 10-Q should be read as being applicable to all related forward-looking statements whenever they appear in this Quarterly Report on Form 10-Q.

In addition, any forward-looking statements represent our estimates only as of the date that this Quarterly Report on Form 10-Q is filed with the SEC and should not be relied upon as representing our estimates as of any subsequent date. All forward-looking statements included in this Quarterly Report on Form 10-Q are made as of the date hereof and are expressly qualified in their entirety by this cautionary notice. We disclaim any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required by law.

iii

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PART I-FINANCIAL INFORMATION

Item 1. Financial Statements.

EXYN TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


		June 30,			December 31,
		2026			2025
Assets
Current assets:
Cash and cash equivalents		$	7,835,535		$	812,534
Accounts receivable, net			848,254			1,456,208
Inventories, net			1,713,906			1,622,833
Prepaid expenses and other current assets			826,200			1,246,286
Total current assets			11,223,895			5,137,861

Property and equipment, net			233,283			344,114
Right of use assets			236,397			312,041
Other assets			63,700			63,700
Total assets		$	11,757,275		$	5,857,716

Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
Accounts payable		$	1,181,455		$	1,618,701
Accrued expenses and other current liabilities			2,840,137			1,866,123
SAFE liabilities			-			6,887,000
Deferred revenues			227,348			348,538
Current portion of operating lease liabilities			161,992			156,797
Current portion of notes payable, net			1,687,792			6,123,992
Total current liabilities			6,098,724			17,001,152

Long-term liabilities:
Operating lease liabilities, net of current portion			84,467			167,290
Total long-term liabilities			84,467			167,290

Total liabilities			6,183,191			17,168,442

Stockholders' Equity (Deficit)
Preferred Stock, $0.0001 par value, 10,000,000 and 74,382,714 shares authorized and 0, and 64,322,487 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively			-			6,432
Common Stock, $0.0001 par value, 50,000,000 shares authorized and 7,953,957 and 1,322,500 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively			795			132
Additional paid-in capital			91,637,816			64,642,374
Accumulated deficit			(86,045,855)			(75,913,195)
Accumulated other comprehensive loss			(18,672)			(46,470)
Total stockholders' equity (deficit)			5,574,084			(11,310,726)
Total liabilities and stockholders' equity (deficit)		$	11,757,275		$	5,857,716

See accompanying notes to these unaudited condensed consolidated financial statements.

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EXYN TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)


		Three Months Ended June 30,						Six Months Ended June 30,
		2026			2025			2026			2025
Revenues, net		$	949,604		$	1,357,757		$	2,140,201		$	2,575,810
Cost of revenues			504,451			805,878			1,192,713			1,590,772
Gross profit			445,153			551,879			947,488			985,038

Operating expenses:
Selling, general, and administrative expenses			3,015,844			1,319,147			4,968,243			2,700,036
Research and development expenses			1,358,977			1,187,338			2,573,811			2,521,257
Stock-based compensation			197,785			201,734			397,594			403,468
Total operating expenses			4,572,606			2,708,219			7,939,648			5,624,761
Operating loss			(4,127,453)			(2,156,340)			(6,992,160)			(4,639,723)

Non-operating income (expense):
Interest expense			(446,179)			(87,844)			(782,333)			(169,167)
Interest income			36,019			7,558			39,847			15,074
Noncash change in fair value of SAFE liabilities			565,576			(677,000)			535,576			(677,000)
Debt modification expense			(679,514)			-			(679,514)			-
Debt settlement expense			(1,917,165)			-			(1,917,165)			-
Other expense			(325,159)			(8,341)			(336,911)			(30,810)
Total non-operating income (expense)			(2,766,422)			(765,627)			(3,140,500)			(861,903)
Net loss before income tax benefit			(6,893,875)			(2,921,967)			(10,132,660)			(5,501,626)
Income Tax Benefit			-			-			-			-
Net loss		$	(6,893,875)		$	(2,921,967)		$	(10,132,660)		$	(5,501,626)

Other comprehensive income (loss):
Foreign currency translation		$	1,062		$	(4,819)		$	27,798		$	(4,603)
Comprehensive loss		$	(6,892,813)		$	(2,926,786)		$	(10,104,862)		$	(5,506,229)

Net loss per share: basic and diluted		$	(1.55)		$	(2.22)		$	(3.50)		$	(4.18)
Weighted-average number of common shares outstanding - basic and diluted			4,453,796			1,316,616			2,896,798			1,316,616

See accompanying notes to these unaudited condensed consolidated financial statements.

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EXYN TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

(Unaudited)

Three and Six Months Ended June 30, 2026


																		Accumulated
												Additional						Other			Total
		Preferred Stock					Common Stock					Paid-in			Accumulated			Comprehensive			Stockholders'
		Shares		Amount			Shares		Amount			Capital			Deficit			Loss			Deficit
Balance - December 31, 2025		64,322,487		$	6,432		1,322,500		$	132		$	64,642,374		$	(75,913,195)		$	(46,470)		$	(11,310,726)
Issuance of preferred stock upon conversion of warrants		1,614,603			161		-			-			-			-			-			161
Foreign currency translation		-			-		-			-			-			-			26,736			26,736
Stock-based compensation		-			-		-			-			199,809			-			-			199,809
Net loss		-			-		-			-			-			(3,238,785)			-			(3,238,785)
Balance - March 31, 2026		65,937,090		$	6,593		1,322,500		$	132		$	64,842,183		$	(79,151,980)		$	(19,734)		$	(14,322,806)
Issuance of common stock and warrants, net of expenses and underwriting fees of $2,304,707		-			-		2,500,000			250			15,345,043			-			-			15,345,293
Issuance of equity kicker shares		-			-		230,000			23			1,270,434			-			-			1,270,457
Issuance of warrants in connection with conversion of debt		-			-		-			-			548,448			-			-			548,448
Conversion of SAFE liabilities into common stock		-			-		819,528			82			6,351,342			-			-			6,351,424
Conversion of notes payable into common stock		-			-		444,445			44			3,076,252			-			-			3,076,296
Conversion of preferred stock and warrants to common stock		(65,937,090)			(6,593)		2,637,484			264			6,329			-			-			-
Foreign currency translation		-			-		-			-			-			-			1,062			1,062
Stock-based compensation		-			-		-			-			197,785			-			-			197,785
Net loss		-			-		-			-			-			(6,893,875)			-			(6,893,875)
Balance - June 30, 2026		-		$	-		7,953,957		$	795		$	91,637,816		$	(86,045,855)		$	(18,672)		$	5,574,084

Three and Six Months Ended June 30, 2025


																		Accumulated
												Additional						Other			Total
		Preferred Stock					Common Stock					Paid-in			Accumulated			Comprehensive			Stockholders'
		Shares		Amount			Shares		Amount			Capital			Deficit			Loss			Deficit
Balance - December 31, 2024		64,322,487		$	6,432		1,316,616		$	132		$	63,820,629		$	(63,721,509)		$	(30,496)		$	75,189
Foreign currency translation		-			-		-			-			-			-			216			216
Stock-based compensation		-			-		-			-			201,734			-			-			201,734
Net loss		-			-		-			-			-			(2,579,659)			-			(2,579,659)
Balance - March 31, 2025		64,322,487		$	6,432		1,316,616		$	132		$	64,022,363		$	(66,301,168)		$	(30,280)		$	(2,302,521)
Foreign currency translation		-			-		-			-			-			-			(4,819)			(4,819)
Stock-based compensation		-			-		-			-			201,734			-			-			201,734
Net loss		-			-		-			-			-			(2,921,967)			-			(2,921,967)
Balance - June 30, 2025		64,322,487		$	6,432		1,316,616		$	132		$	64,224,097		$	(69,223,135)		$	(35,099)		$	(5,027,573)

See accompanying notes to these unaudited condensed consolidated financial statements.

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EXYN TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


		Six Months Ended June 30,
		2026			2025
Cash flows from operating activities:
Net loss		$	(10,132,660)		$	(5,501,626)
Adjustments to reconcile net loss to net cash used in
Operating activities:
Depreciation and amortization			139,522			170,468
Amortization of debt issuance costs			327,729			20,244
Amortization of right of use assets			75,644			72,704
Debt modification expenses			679,514			-
Stock payments made for settlement of debt			669,448			-
Noncash change in fair value of SAFE liabilities			(535,576)			677,000
Stock-based compensation			397,594			403,468
Change in provision for credit losses			72,793			11,800
Changes in assets and liabilities:
Accounts receivable			535,161			1,066,925
Inventories			(63,275)			(198,000)
Prepaid expenses and other current assets			420,086			(224,463)
Accounts payable			(437,246)			(44,797)
Accrued expenses and other current liabilities			853,031			(87,552)
Operating lease liabilities			(77,628)			(72,441)
Net cash used in operating activities			(7,075,863)			(3,706,270)

Cash flows from investing activities:
Purchases of property and equipment			(28,691)			(13,700)
Net cash used in investing activities			(28,691)			(13,700)

Cash flows from financing activities:
Proceed from the issuance of common stock, net of expenses and underwriting fees of $2,304,707			15,345,293			-
Net borrowings under notes payable			1,000,000			1,500,000
Net repayments under notes payable			(2,217,738)			-
Net borrowings under SAFE liabilities			-			1,500,000
Net cash provided by financing activities			14,127,555			3,000,000

Net change in cash			7,023,001			(719,970)
Cash, beginning of period:			812,534			1,981,564
Cash, end of period:		$	7,835,535		$	1,261,594

Supplemental disclosure of cash flow information:
Cash paid for interest		$	348,173		$	87,844
Cash paid for income taxes		$	-		$	-

Non-cash investing and financing activity
Issuance of warrants in connection with conversion of debt		$	548,448		$	-
Issuance of equity kicker shares		$	1,270,457		$	-
Conversion of debt into common stock		$	3,076,296		$	-
Conversion of SAFE liabilities into common stock		$	6,351,424		$	-

See accompanying notes to these unaudited condensed consolidated financial statements.

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EXYN TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Exyn Technologies, Inc. ("Exyn" or the "Company") was incorporated in the State of Delaware on May 12, 2014. The Company is a pioneer in fully adaptive and cognitive mission-level autonomous robotics and artificial intelligence. The Level 4B autonomy platform allows aerial and ground robotic systems to navigate safely and efficiently in complex, GPS-denied environments. Its full-stack solution enables flexible deployment of single or multi-robot fleets that can intelligently navigate and dynamically adapt to challenging environments in real time.

As of June 30, 2026, Exyn had two wholly owned subsidiaries:

●

Exyn Latin America SPA, Inc. ("Exyn Latam"): Formed in April 2023 to focus on business development and sales in the Latin America region.

●

Exyn Defense: Formed in October 2024 to focus on business development and sales in the defense industry in the US and internationally. This subsidiary had no activity during the three and six months ended June 30, 2026.

Unless otherwise indicated, references to "Exyn" or the "Company" herein collectively refer to Exyn Technologies, Inc. and its subsidiaries.

On May 15, 2026, the Company effected a 1-for-25 reverse stock split of the Company's issued and outstanding shares of common stock and preferred stock. All common share amounts, preferred share amounts, per share amounts, exercise prices, conversion ratios and other share-related information presented in these condensed consolidated financial statements and accompanying notes have been retroactively adjusted to reflect the reverse stock split for all periods presented.

On May 18, 2026, the Company completed its initial public offering ("IPO") of 2,500,000 units, with each unit consisting of one share of common stock and one warrant to purchase one share of common stock, at a public offering price of $7.75 per unit, which resulted in gross proceeds of approximately $19.4 million, before deducting underwriting discounts and commissions and offering expenses. The Company's common stock and warrants began trading on the Nasdaq Capital Market on May 15, 2026.

Basis of Presentation. The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC") for interim financial reporting. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States ("U.S. GAAP") for complete financial statements as certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These condensed consolidated financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments) necessary to fairly present the results of the interim periods. The results of operations for three and six months ended and cash flows for the six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ended December 31, 2026 or any other future period. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company's Registration Statement on Form S-1/A (File No. 333-294453) filed with the SEC on May 11, 2026 and declared effective by the SEC on May 14, 2026 (the "IPO Registration Statement").

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. The Company's significant estimates used in these consolidated financial statements include, but are not limited to, revenue recognition, fair value of stock-based compensation, fair value of SAFE instruments, warrants, and the determination of the economic useful life of depreciable property and equipment. Certain of the Company's estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company's estimates and could cause actual results to differ from those estimates.

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Cash and Cash Equivalents. The Company considers all highly liquid, short-term investments with original maturities of three months or less when purchased to be cash equivalents.

Accounts Receivable. Accounts receivable are carried at their contractual amounts, less an estimated allowance for credit losses. Credit is granted in the normal course of business without collateral. The typical payment term is 30 days. Management estimates the allowance for credit losses using a loss-rate approach based on historical loss information, adjusted for management's expectations about current and future economic conditions, as the basis to determine expected credit losses. Management exercises significant judgment in determining expected credit losses. Key inputs include macroeconomic factors, industry trends, the creditworthiness of counterparties, historical experience, the financial conditions of the customers, and the amount and age of past due accounts. Management believes that the composition of receivables at June 30, 2026 is consistent with historical conditions as credit terms and practices and the client base has not changed significantly. Receivables are considered past due if full payment is not received by the contractual due date. Past due accounts are generally written off against the allowance for credit losses only after all collection attempts have been exhausted. The allowance for credit losses was $248,326 and $203,960 as of June 30, 2026 and December 31, 2025, respectively. There was one customer for each period who represented in the aggregate 10% and 12% of total accounts receivable as of June 30, 2026 and December 31, 2025, respectively.

Inventories. Inventory is recorded at the lower of cost or net realizable value on an average cost basis. The Company reduces the carrying value of inventories for those items that are potentially excess, obsolete, or slow moving based on a review of recent sales trends and expected future demand.

Property and Equipment. Property and equipment are stated at cost, net of accumulated depreciation and amortization, which is recorded commencing at the in-service date using the straight-line method over the estimated useful lives of the assets, as follows: 3 to 5 years for lab, office and computer equipment, 5 to 7 years for furniture and fixtures, 10 to 15 years for building improvements, and 5 years for software. When fixed assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the statements of comprehensive loss for the respective period. Minor additions and repairs are expensed in the period incurred. Major additions and repairs which extend the useful life of existing assets are capitalized and depreciated using the straight-line method over their remaining estimated useful lives.

Deferred revenue. The Company classifies amounts billed to customers for which the related services or performance obligations have not yet been satisfied as deferred revenue, which represents contract liabilities under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 606. These amounts are recorded as a contract liability until the Company fulfills its obligations under the contract.

Deferred revenue activity as of June 30, 2026 is summarized as follows:


		2026
Balance at December 31, 2025		$	348,538
Billings in advance of revenue recognition			118,154
Revenue recognized from beginning balance			(239,344)
Balance at June 30, 2026		$	227,348

All deferred revenue outstanding as of June 30, 2026 is expected to be recognized within the following twelve months. Because the Company's contracts have an original expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14 and does not disclose information about remaining performance obligations.

Contingent Liabilities. The Company, from time to time, may be involved in certain legal proceedings. Based upon consultation with outside counsel handling its defense in these matters and the Company's analysis of potential outcomes, if the Company determines that a loss arising from such matters is probable and can be reasonably estimated, an estimate of the contingent liability is recorded in its consolidated financial statements. If only a range of estimated loss can be determined, an amount within the range that, based on estimates, assumptions and judgments, reflects the most likely outcome, is recorded as a contingent liability in the consolidated financial statements. In situations where none of the estimates within the estimated range is a better estimate of probable loss than any other amount, the Company records the low end of the range. Any such accrual would be charged to expense in the appropriate period. Litigation expenses for these types of contingencies are recognized in the period in which the litigation services were provided.

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Stock-based Payments. The Company accounts for stock-based compensation under the provisions of FASB ASC 718, "Compensation - Stock Compensation", which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The fair value of restricted stock awards is estimated by the market price of the Company's common stock at the date of grant. Restricted stock awards are being amortized to expense over the shorter of the requisite service period or the actual vesting period. The Company estimates the fair value of option and warrant awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the shorter of the requisite service period or the actual vesting period, using the straight-line method. In June 2018, the FASB issued Accounting Standard Update ("ASU") No. 2018-07, Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee stock-based Payment Accounting (the "2018 Update"). The amendments in the 2018 Update expand the scope of Topic 718 to include stock-based payment transactions for acquiring goods and services from non-employees. Prior to the 2018 Update, Topic 718 applied only to share- based transactions to employees. Consistent with the accounting requirement for employee stock-based payment awards, nonemployee stock-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. The Company has elected to account for forfeiture of stock-based awards as they occur.

Warrants. The Company classifies a warrant to purchase shares of its common stock as equity on its consolidated balance sheets as this warrant is a free-standing financial instrument that is indexed to the Company's own stock and meets the criteria for equity classification. Each warrant is initially recorded within equity at the date of grant, net of issuance costs, and is not subsequently re-measured. Changes in the fair value of the warrant are not recognized after the initial measurement. The warrants will remain classified in equity until they are exercised or expire.

Revenue Recognition. In accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers, the Company recognizes revenue when it satisfies performance obligations, by transferring promised goods or services to customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for fulfilling those performance obligations. The Company's primary revenue streams include sales of aerial robotic systems and related software solutions, service revenue and subscription revenue generated through the Company's installment program.

Product Sales

Beginning in August 2024, revenue for product sales is recognized upon shipment, which is the point in time when control of the product transfers to the customer. Prior to August 2024, revenue was recognized upon customer receipt.

Subscription Revenue Installment Program

The Company offers customers an installment-based subscription program under which a drone is delivered to the customer at the outset, and the customer pays fixed monthly subscription fees usually over a 24-month term. Customers may cancel the arrangement at any time by providing 90 days' notice and returning the drone at the end of the notice period. Because the customer may cancel the arrangement prior to completing the 24-month term, the Company does not have an unconditional right to the remaining consideration at the time of delivery.

Under ASC 606, the Company has determined that the installment program represents a series of monthly performance obligations to provide the customer with access to and use of the drone for as long as the customer continues to participate in the program. Revenue is recognized monthly, as invoices are issued and the Company's right to consideration for each installment becomes unconditional. A trade receivable is recorded only for amounts invoiced. The total monthly subscription fees over the 24-month period equal the cash selling price of the drone. The Company evaluated whether the installment program includes a significant financing component and concluded that it does not, as the absence of interest represents a sales incentive.

Service Revenue

Service revenue is recognized over time as the related services are performed, based on the nature of the underlying service arrangement.

Remaining Performance Obligations

As of June 30, 2026 and December 31, 2025, deferred revenue totaled $227,348 and $348,538 respectively, representing amounts billed in advance for which performance obligations have not yet been satisfied.

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Concentration

Revenue from one customer accounted for 13% of the Company's revenue during the three months ended June 30, 2026. Revenue from one customer accounted for 17% of the Company's revenue during the three months ended June 30, 2025. Revenue from one customer accounted for 15% of the Company's revenue during the six months ended June 30, 2026. Revenue from two customers accounted for 32% of the Company's revenue during the six months ended June 30, 2025.

Cost of Revenues. Cost of revenues includes materials, wages, freight charges, depreciation and inspection costs.

Comprehensive income (loss). The Company follows Accounting Standards Codification ASC 220 in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. Other comprehensive income is limited to foreign currency translation adjustments. Therefore, total comprehensive income (loss) includes net income (loss) and foreign currency translation adjustments.

Foreign Currency Transactions and Translation. Exyn's functional currency is the United States Dollar ("USD") and Exyn Latam's functional currency is the Chilean Peso ("CLP").

For the purpose of presenting these consolidated financial statements the reporting currency is USD. The Company's assets and liabilities are expressed in USD at the exchange rate on the balance sheet date, equity accounts are translated at historical rates, and income and expense items are translated at the weighted average exchange rate during the period. The resulting translation adjustments are reported under accumulated other comprehensive income in the stockholders' equity section of the balance sheets.

Transactions in currencies other than the entity's functional currency are recorded at the rates of exchange prevailing on the date of the transaction.

Exchange rate used for the translation are as follows:


		Three Months			Three Months			Six Months			Six Months
		Ended			Ended			Ended			Ended
		June 30, 2026			June 30, 2025			June 30, 2026			June 30, 2025
CLP to USD
Spot		$	922.21		$	933.42		$	922.21		$	933.42
Average		$	894.75		$	940.19		$	891.47		$	948.21

Earnings Per Share. The Company follows ASC 260 when reporting Earnings Per Share ("EPS") resulting in the presentation of basic and diluted earnings per share. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of vested common shares outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of vested common shares outstanding, plus the effect of potentially dilutive common stock equivalents, if any. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

For the three and six months ended June 30, 2026 and 2025, the Company had net losses and therefore all potentially dilutive securities were excluded from the diluted EPS calculation, as their inclusion would have been anti-dilutive.

For the three and six months ended June 30, 2026 and 2025, the Company excluded the following common stock equivalents from its calculation of diluted EPS, as their effect would have been anti-dilutive.


		Three Months		Three Months		Six Months		Six Months
		Ended		Ended		Ended		Ended
		June 30, 2026		June 30, 2025		June 30, 2026		June 30, 2025
Convertible Preferred Stock		-		2,572,899		-		2,572,899
Options		677,077		702,378		677,077		702,378
Warrants for equity investors and placement agent		2,859,950		83,213		2,878,579		83,213
Total Common Stock Equivalents		3,537,027		3,358,490		3,555,656		3,358,490

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During the three and six months ended June 30, 2025, the Company issued $1,500,000 of Simple Agreements for Future Equity ("SAFEs"), which were contingently convertible into preferred stock upon the occurrence of specified events (e.g., an equity financing or liquidity event). For the three and six months ended June 30, 2026, all outstanding SAFEs and preferred shares had converted into common stock in connection with the closing of the Company's IPO. Accordingly, these instruments have been excluded from the common stock equivalents table for the three and six months ended June 30, 2026.

Deferred Financing Costs. Deferred financing costs include debt discounts and debt issuance costs related to a recognized debt liability and are presented in the balance sheet as a direct deduction from the carrying value of the debt liability. Amortization of deferred financing costs are included as a component of interest expense. Deferred financing costs are amortized using the straight-line method over the term of the recognized debt liability which approximates the effective interest method.

Income Taxes. The Company accounts for income taxes under the provisions of the FASB ASC Topic 740 "Income Taxes". The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts ("temporary differences") at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company's consolidated financial statements as of June 30, 2026 and December 31, 2025. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company's policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of comprehensive income. The Company is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

Fair Value Measurements. The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 "Fair Value Measurements and Disclosures" ("ASC 820") which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 - quoted prices in active markets for identical assets or liabilities

Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 - inputs that are unobservable (for example, cash flow modeling inputs based on assumptions)

There were no SAFE Liabilities outstanding as of June 30, 2026.

The following tables show the fair value measurements used by level as of December 31, 2025:


	December 31, 2025
	Quoted Prices			Significant
	in Active			Other			Significant
	Markets for			Observable			Unobservable
	Identical Assets			Inputs			Inputs
	(Level 1)			(Level 2)			(Level 3)			Total
SAFE Liabilities	$	-		$	-		$	6,887,000		$	6,887,000
Total Liabilities	$	-		$	-		$	6,887,000		$	6,887,000

The carrying amounts of the Company's financial instruments, such as cash, accounts receivable, accounts payable and other current liabilities approximate fair values due to the short-term nature of these instruments The estimated fair value of the Company's long-term debt approximates the carrying value of these instruments, due to the interest rates on this debt approximating current market interest rates.

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During the year ended December 31, 2025, the Company issued SAFEs, with gross proceeds totaling $4,700,000. The Company did not issue any additional SAFEs in the six months ended June 30, 2026.

Measurement

As there are no quoted prices or observable market inputs available for these instruments, the SAFEs are classified within Level 3 of the fair value hierarchy. The Company engaged a third-party valuation specialist to assist in the estimation of fair value at each reporting date using a Probability-Weighted Expected Return Method to probability-weight discrete outcomes (including equity financing, liquidity event, termination, and dissolution) and an Option Pricing Model to value the option-like conversion features within the applicable scenarios.

The following table summarizes the changes in SAFE liabilities as of June 30, 2026:


		2026
Beginning Balance, January 1		$	6,887,000
Change in fair value recognized in earnings			(535,576)
Conversion of SAFE liabilities at close of IPO			(6,351,424)
Ending Balance, June 30		$	-

As a Level 3 fair value measurement, the estimated fair value of the SAFE liabilities is sensitive to changes in significant unobservable inputs, including the assumed probability and timing of future equity financings and liquidity events, the Company's implied equity value, volatility, and the discount rate. Changes in these inputs may increase or decrease the estimated fair value depending on their effect on the probability-weighted expected payoff to SAFE holders. For example, a decrease in the discount rate generally increases the estimated fair value; however, changes in event probabilities or volatility may have different directional effects depending on the contractual terms and modeled outcomes.

Concentration of Credit Risks. Financial instruments that potentially subject the Company to concentrations of credit risk are cash equivalents and accounts receivable. Cash and cash equivalents are invested in deposits with certain financial institutions and may, at times, exceed federally insured limits. The Company has not experienced any significant losses on its deposits of cash and cash equivalents. In regard to trade receivables, the Company performs ongoing evaluations of its customers' financial condition as well as general economic conditions and, generally, requires no collateral from its customers.

Leases. The Company leases certain facilities and office space. Lease assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception that a lease exists. Lease assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using an incremental borrowing rate generally applicable to the location of the lease asset, unless the implicit rate is readily determinable. Lease assets also include any upfront lease payments made and exclude lease incentives. Lease terms include options to extend or terminate the lease when it is reasonably certain that those options will be exercised. The Company has operating lease arrangements with lease and non-lease components. The non-lease components in these arrangements are not significant when compared to the lease components. For all operating leases, the Company accounts for the lease and non-lease components as a single component in the calculation of the lease asset and corresponding liability.

Variable lease payments are generally expensed as incurred. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and the expense for these short-term leases is recognized on a straight-line basis over the lease term. The depreciable life of lease assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

Recent Accounting Pronouncements Not Yet Adopted. In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03). The new guidance requires disaggregated information about certain income statement expense line items on an annual and interim basis. This guidance will be effective for annual periods beginning the year ended December 31, 2027 and for interim periods thereafter. The new standard permits early adoption and can be applied prospectively or retrospectively. The Company is evaluating the impact of this ASU on its consolidated financial statements disclosures.

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Segment Reporting. The Company uses "the management approach" in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company's chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company's reportable segments. The Company's chief operating decision maker ("CODM") is the Interim Chief Executive Officer ("CEO") of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company's primary revenue stream includes the sale of aerial robotic systems and related software solutions that enable data collection, mapping, and inspection. Based on the CODM's evaluation and internal reporting, the Company has one reportable segment: Aerial Robotic Systems.

3. GOING CONCERN

The condensed consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for 12 months from the date the condensed consolidated financial statements were available to be issued. The Company has negative cash flows from operations and net losses for the three and six months ended June 30, 2026 and further losses are anticipated in the development of its business. These factors raise substantial doubts about the Company's ability to continue as a going concern for a period of 12 months from the date the consolidated financial statements were available to be issued.

As of June 30, 2026, the Company had $7,835,535 in cash and cash equivalents. The Company expects that its current cash and cash equivalents, approximately $4,485,103 as of August 19, 2026, will not be sufficient to support its projected operating requirements for the next 12 months from the date the condensed consolidated financial statements became available.

The Company expects to need additional capital in order to increase revenues above current levels, and is actively pursuing additional funding through various sources, including potential debt, equity or other capital-raising alternatives, to meet its future operating and capital needs. Any additional equity financing, if available, may not be on favorable terms and would likely be significantly dilutive to the Company's current stockholders, and debt financing, if available, may involve restrictive covenants. Management has concluded that substantial doubt is not alleviated by its plans. The Company's ability to access capital when needed is not assured and, if not achieved on a timely basis, will likely have a materially adverse effect on its business, financial condition and results of operations. The financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

4. ACCOUNTS RECEIVABLE

Accounts receivable consists of the following as of June 30, 2026 and December 31, 2025:


		2026			2025
Trade accounts receivable		$	1,096,580		$	1,660,168
Less: allowance for credit losses			(248,326)			(203,960)
Total accounts receivable		$	848,254		$	1,456,208

5. INVENTORIES

Inventories, net consists of the following as of June 30, 2026 and December 31, 2025:


		2026			2025
Raw materials		$	1,372,038		$	1,200,254
Finished goods			483,873			556,014
Inventories, gross			1,855,911			1,756,268
Obsolescence reserve			(142,005)			(133,435)
Total inventories, net		$	1,713,906		$	1,622,833

During the three months ended June 30, 2026 and 2025 the Company recorded an inventory write-off of $4,400 and $16,093, respectively. During the six months ended June 30, 2026 and 2025 the Company recorded inventory write-offs of $8,570 and $101,250, respectively. The inventory write-offs reduced inventories and were recognized in cost of revenues. The write-off primarily related to inventory items with no usage or movement during the preceding 12 months, for which management determined there was no expected future use or recoverable value.

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6. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Other current assets consist of the following as of June 30, 2026 and December 31, 2025:


		2026			2025
Prepaid expenses		$	810,314		$	1,218,174
Deferred financing costs			-			14,637
Other			15,886			13,475
Total prepaid expenses and other current assets		$	826,200		$	1,246,286

7. PROPERTY AND EQUIPMENT, NET

Property and equipment consist of the following as of June 30, 2026 and December 31, 2025:


		2026			2025
Lab, office and computer equipment		$	1,459,523		$	2,685,999
Furniture and fixtures			29,249			44,117
Leasehold improvements			24,681			36,942
Computer software			-			25,824
			1,513,453			2,792,882
Less: accumulated depreciation			(1,280,170)			(2,448,768)
Total property and equipment, net		$	233,283		$	344,114

Depreciation expense was $69,793 and $82,539 for the three months ended June 30, 2026 and 2025, respectively. Depreciation expense was $139,522 and $170,468 for the six months ended June 30, 2026 and 2025, respectively.

8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following as of June 30, 2026 and December 31, 2025:


		2026			2025
Accrued payroll and related benefits		$	79,914		$	83,163
Accrued expenses			1,218,370			307,277
Accrued other taxes			1,510,238			1,460,481
Other			31,615			15,202
Total accrued expenses and other current liabilities		$	2,840,137		$	1,866,123

9. SAFE LIABILITIES

In April 2025, the Company issued SAFEs for gross proceeds of $1,500,000. The SAFEs bear no interest and were scheduled to expire and terminate on March 1, 2026 if no conversion event had occurred by that date. On March 9, 2026, the Company and the SAFE holder executed an amendment extending the expiration date to June 30, 2026. No other terms of the SAFE were modified.

In August and December 2025, the Company issued SAFEs for aggregate gross proceeds of $3,200,000. The August 2025 SAFE bears no interest and was scheduled to expire and terminate on March 1, 2026 if no conversion event had occurred by that date. On March 9, 2026, the Company and the SAFE holder executed an amendment extending the expiration date of the August 2025 SAFE to June 30, 2026. No other terms of the August 2025 SAFE were modified. The December 2025 SAFEs, which were amended on April 1, 2026, bear no interest and are scheduled to expire and terminate on May 30, 2026 if no conversion event has occurred by that date.

Concurrently with the closing of its IPO of its stock on May 18, 2026, the April, August and December 2025 SAFEs automatically converted into the number of shares of the series of preferred stock issued in such financing determined by dividing the investment amount by the lower of (i) 74% of the price per share paid by other investors in the financing (a 26% discount) or (ii) the price per share implied by a $90,000,000 pre-money valuation cap for the April 2025 SAFE and $125,000,000 pre-money valuation cap for the August and December 2025 SAFEs. The SAFEs converted to 819,528 shares of common stock.

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The SAFEs also contained customary provisions for mandatory conversion upon a qualified equity event, liquidity event, or dissolution event prior to the expiration date. Repayment of the SAFEs in an amount equal to the purchase amount would have been required upon a dissolution event. The investor could have also opted for repayment upon termination of the agreement.

The Company's SAFEs were classified as liabilities, as they failed equity classification per ASC 815-40 due to the possibility that repayment of the purchase amount may be required or may be elected upon dissolution of the Company or termination of the agreement. In addition, the conversion features provided for a variable number of shares based on the lower of a discount to the price per share in a future financing or a valuation cap, and therefore the instruments do not qualify for equity classification under ASC 815-40. The SAFEs were re-measured to fair value at each reporting date, with changes in fair value recognized in earnings. See Note 2, Summary of Significant Accounting Policies - Fair Value Measurements, for additional detail regarding the Company's fair value hierarchy classification and the valuation techniques and significant unobservable inputs used to measure the SAFE liabilities.

10. NOTES PAYABLE

Principal due under notes payable was as follows as of June 30, 2026 and December 31, 2025:


		2026			2025
Notes payable		$	1,687,792		$	6,143,837
Less: debt discount			-			(19,845)
Notes payable, net			1,687,792			6,123,992
Less: current portion			(1,687,792)			(6,123,992)
Total: non-current portion		$	-		$	-

For the three months ended June 30, 2026 and 2025, the Company recognized total interest expense of approximately $446,179 and $87,844, respectively, of which $64,566 and $6,927 related to the accretion of the debt discount on the notes payable. For the six months ended June 30, 2026 and 2025, the Company recognized total interest expense of approximately $782,333 and $169,167, respectively, of which $86,280 and $16,063 related to the accretion of the debt discount on the notes payable.

Western Alliance Bank Term Loan

On September 27, 2023, the Company entered into a Loan and Security Agreement ("LSA") with Western Alliance Bank (San José, California), pursuant to which the Company obtained a term loan of up to $5,000,000 (the "WAB Loan"), consisting of a Term A Advance of $3,500,000 and a Term B Advance of up to $1,500,000 upon achievement of certain revenue milestones. The loan matures on September 27, 2027, and bears interest at a floating rate equal to the greater of 8.25% or the Bank's Prime Rate. The interest rate as of December 31, 2025 was 8.61%. Interest-only payments were due through September 10, 2025, followed by equal monthly principal and interest installments commencing October 10, 2025.

On November 19, 2025, the Company entered into an amendment to the Loan and Security Agreement extending the interest-only period through March 10, 2026, with equal monthly principal and interest installments commencing April 10, 2026. As amended, Tranche B was eliminated from the LSA, resulting in a maximum term loan of up to $3,500,000.

On December 23, 2025, the Company entered into a forbearance and amendment agreement whereby the maturity date changed from September 27, 2027 to April 28, 2026. Due to this agreement, the loan was reclassified as a current liability. This agreement also extended the interest-only period through April 10, 2026, with all unpaid principal and accrued interest due on the maturity date.

On April 28, 2026, the maturity date was extended to May 1, 2026. On April 30, 2026, the maturity date was further extended to May 6, 2026. On May 6, 2026, the maturity date was extended again to June 12, 2026.

Upon the closing of the Company's IPO on May 18, 2026, the Company used a portion of the net proceeds from the offering to repay the outstanding balance of the WAB Loan in full. Accordingly, no amounts remained outstanding under the facility as of June 30, 2026. The Company recognized interest expense of $72,188 and $103,469, based on an effective interest rate of 8.36%, for the three and six months ended June 30, 2026, respectively. The Company recognized interest expense of $73,792 and $145,979, for the three and six months ended June 30, 2025, respectively.

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Western Alliance Warrants

In connection with the LSA, the Company issued warrants to Western Alliance Bank to purchase 197,551 shares of the Company's common stock at an exercise price of $0.35 per share. The warrants were recorded at a fair value of $55,330 using the Black-Scholes option pricing model and were recognized as debt issuance costs. These costs were amortized using the effective interest method over the term of the related debt. As the underlying debt was repaid during the three and six months ended June 30, 2026, any remaining unamortized debt issuance costs were fully amortized upon extinguishment of the debt.

HSBC Standby Letter of Credit

On May 30, 2025, HSBC Bank (acting through its Chennai branch) issued an irrevocable standby letter of credit (No. SDNBGE890972) in favor of Exyn Technologies Inc. for a maximum amount of USD $3,500,000. The standby letter of credit was issued at the request of NeoLync Electronics Pvt Ltd (India) in support of banking facilities granted to NeoLync Electronics Pvt Ltd (India) by HSBC.

The standby letter of credit has a fixed expiry date of November 14, 2025, is governed by International Standby Practices (ISP98), allows partial drawings, and has been assigned to Western Alliance Bank as security for the Company's senior credit facility. As of the date of this report, no amounts have been drawn under the standby letter of credit. The standby letter of credit was renewed in November 2025, with an expiration date of May 13, 2026.

The standby letter of credit was further renewed in May 2026, with an expiration date of June 30, 2026. Upon the closing of the Company's IPO on May 18, 2026, the WAB loan was repaid using a portion of the net proceeds from the offering, and the related standby letter of credit was terminated. Accordingly, the standby letter of credit was no longer outstanding as of June 30, 2026.

NeoLync Senior Convertible Promissory Note

On May 20, 2025, the Company issued a $1,500,000 Senior Convertible Promissory Note to NeoLync Holdings Ltd (as amended, the "Note"). The Note had an original maturity date of November 20, 2025 which was extended to June 30, 2026 pursuant to certain amendments to the Note. The Note bore interest at 12% per annum and was secured by a first-priority lien on substantially all assets of the Company (subject only to the existing WAB Loan). The Note provided for (i) a 300% liquidation preference, (ii) automatic conversion into common equity upon a Public Company Event (as defined in the Note) at 135% of the then-public trading price, and (iii) cash repayment at maturity if no Public Company Event occurs. Concurrently with the closing of the Company's IPO on May 18, 2026, the Note converted into 160,239 shares of common stock at a value of $1,672,484, including $172,500 of accrued interest.

NeoLync Holdings, Inc. Term Loan

On December 23, 2025, the Company signed a term loan with NeoLync Holdings, Inc. for $1,500,000. Initial cash proceeds of $500,000 were received on December 26, 2025, with the remainder being received in January 2026. The loan matures on December 23, 2026, bears interest at 12% per annum with principal and interest repayable over twelve monthly installments, resulting in interest expense of $92,088 and $114,588 for the three and six months ended June 30, 2026, respectively, and no interest expense for the three and six months ended June 30, 2025. The term loan had an outstanding principal balance of $1,500,000 as of June 30, 2026. Including accrued interest of $187,792, the total amount outstanding under the term loan was $1,687,792 as of June 30, 2026. There was no outstanding balance under the term loan as of June 30, 2025.

Maximcash Solutions LLC Loan

On December 26, 2025, Maximcash Solutions LLC ("Maximcash") issued a loan to Exyn Technologies Inc. for $600,000 (the "Maximcash Loan Agreement"). The loan matures on December 26, 2026, bears interest at 38.5% per annum with principal and interest repayable over twelve monthly installments, with the first 3 months being interest only.

On May 18, 2026, the Company used proceeds from its IPO to repay in full the outstanding loan with Maximcash Solutions LLC in the amount of $621,314, having recognized interest expense of $57,020 and $134,686, based on an effective interest rate of 38.50%, for the three and six months ended June 30, 2026, respectively.

On May 21, 2026, the Company issued 15,484 shares of its common stock to Maximcash as equity kicker shares. The shares had an aggregate fair value of $77,420, based on a fair value of $5.00 per share. The fair value of the equity kicker shares was recognized as other expense, with a corresponding increase to additional paid-in capital.

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On June 17, 2026, the Company issued an additional 8,516 shares of its common stock and 6,000 shares of its common stock to Maximcash as equity kicker shares. The 14,516 shares had an aggregate fair value of $92,031, based on a fair value of $6.34 per share. The fair value of the equity kicker shares was recognized as other expense, with a corresponding increase to additional paid-in capital.

NCH Ventures LLC Convertible Promissory Note

On March 13, 2026, the Company issued a $750,000 convertible promissory note to NCH Ventures LLC. The note matures March 13, 2028, bears interest at 8% per annum, with all interest accruing daily on the basis of a 365-day year. This note is an unsecured convertible promissory note and is subordinated to the Company's obligations owed to Western Alliance Bank. Concurrently with the closing of the Company's IPO on May 18, 2026, the Note converted into 132,001 shares of common stock at a value of $761,519 including $11,532 of accrued interest.

Evergreen Capital Management, LLC Convertible Promissory Notes

On April 30, 2026, and May 6, 2026, the Company issued senior secured convertible promissory notes to Evergreen Capital Management, LLC ("Evergreen") with an aggregate principal amount of approximately $1.2 million (reflecting a 15% original issue discount), warrants and 50,000 kicker shares in exchange for $1,000,000 in cash proceeds. The notes bore interest at 10% per annum. The warrants and kicker shares issued were allocated values of $354,509 and $188,506, respectively, which was initially recorded as a debt discount.

On May 8, 2026, the Company and Evergreen amended the senior secured convertible promissory notes to mandatorily convert upon an IPO, in exchange for warrants and 50,000 kicker shares. This represented a modification and extinguishment of the original notes, resulting in approximately $679,514 in debt modification expense being recorded to write-off the debt discount on the notes. The warrants and kicker shares were determined to have fair values of $193,939 and $412,500, respectively and were recorded as a discount to the face value of the notes.

The senior secured convertible notes automatically converted to 152,224 shares of common stock concurrent with the IPO.

Pursuant to that certain Confidential Side Letter Agreement dated May 18, 2026, between the Company and Evergreen (the "Evergreen Side Letter"), the Company agreed to pay a total installment amount of $1,417,165 in equal installments on June 17, 2026, July 17, 2026, and August 16, 2026, as well as granted an additional 100,000 kicker shares. As a result, the Company recorded $1,917,165 in debt settlement expense related to the Evergreen Side Letter as the 100,000 kicker shares had a fair value of $5.00. The first installment was paid by the Company on June 17, 2026. The remaining $944,776 is recorded in accrued expenses and other current liabilities.

11. INCOME TAXES

The Company's income tax provision for the interim period was determined using an estimated annual effective tax rate, adjusted for discrete items recognized during the period, if any. The effective tax rate for the three and six months ended June 30, 2026 and 2025 was 0%, which differed from the U.S. federal statutory rate primarily due to the impact of the valuation allowance maintained against the Company's deferred tax assets.

Management evaluates the realizability of deferred tax assets on a quarterly basis and continues to maintain a full valuation allowance against all of its deferred tax assets as of June 30, 2026. There were no material changes in the Company's assessment of the realizability of its deferred tax assets during the three and six months ended June 30, 2026.

As of June 30, 2026, the Company had no unrecognized tax benefits. The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense. No interest or penalties were recognized during the three and six months ended June 30, 2026.

There were no material changes to the Company's uncertain tax positions, valuation allowance, or other income tax matters from those disclosed in the notes to the audited financial statements for the year ended December 31, 2025 included in the IPO Registration Statement.

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12. STOCKHOLDERS' EQUITY

Common Stock

As of June 30, 2026, the Company is authorized to issue 50,000,000 shares of common stock, par value $0.0001 per share. Holders of common stock are entitled to one vote for each share held. The holders of common stock are entitled to receive dividends, when and if declared by the Board of Directors, subject to the preferential rights of preferred stockholders. As of June 30, 2026 and December 31, 2025, there were 7,953,957 and 1,322,500 shares of common stock issued and outstanding, respectively.

On May 18, 2026, the Company closed the IPO, in which 2,500,000 units were issued, with each unit consisting of one share of common stock and one warrant to purchase one share of common stock (see below, Warrants, for additional detail), at a price of $7.75 per unit, for aggregate gross proceeds of $19,375,000. The Company received net proceeds of $17,650,000 after deducting underwriting discounts and commissions of $1,725,000. The Company also incurred additional offering costs of $2,304,707 related to the offering.

Preferred Stock

As of June 30, 2026, pursuant to the Company's amended and restated certificate of incorporation, the Company is authorized to issue 10,000,000 shares of preferred stock, par value $0.0001 per share with the rights, preferences and privileges of each series designated by the Board of Directors. No shares of preferred stock were issued and outstanding as of June 30, 2026. During the six months ended June 30, 2026, holders exercised warrants for 1,614,603 shares of preferred stock. Concurrently with the closing of the Company's IPO on May 18, 2026, all outstanding shares of preferred stock automatically converted into 2,637,484 shares of common stock.

Employee Incentive Stock Option Plan

The Company maintains equity incentive plans under which stock-based awards may be granted to employees, directors and consultants. Effective May 15, 2026, the Company adopted the 2026 Equity Incentive Plan (the "2026 Plan"), which authorizes the issuance of up to 770,746 shares of common stock, subject to annual automatic increases beginning January 1, 2027 as provided in the 2026 Plan. Upon the effectiveness of the 2026 Plan, no additional awards may be granted under the Company's 2015 Equity Compensation Plan or 2025 Equity Compensation Plan (collectively, the "Prior Plans"); however, awards outstanding under the Prior Plans remain outstanding and continue to be governed by their respective terms. Stock options generally vest over four years and expire ten years from the grant date.

The following table summarizes stock option activity as of June 30, 2026:


		Options Outstanding
							Weighted Average
				Weighted Average			Remaining Term
		Number of Shares		Exercise Price			(years)
Balance at December 31, 2025		712,381		$	7.50		7.0
Granted		-			-		-
Exercised		-			-		-
Expired/Cancelled		(35,304)		$	2.50		-
Balance at June 30, 2026		677,077		$	7.68		7.2

Exercisable at June 30, 2026		433,553		$	7.39		6.7
Exercisable at June 30, 2026 and expected to vest thereafter		243,524		$	8.18		8.2

As of June 30, 2026, there was $44,517 of total unrecognized stock-based compensation expense related to nonvested options which is expected to be recognized over a remaining weighted-average vesting period of 1.6 years.

Stock-based compensation expense of $197,785 and $201,734 was recognized for the three months ended June 30, 2026 and 2025, respectively, to the vesting of stock options. Stock-based compensation expense of $397,594 and $403,468 was recognized for the six months ended June 30, 2026 and 2025, respectively, to the vesting of stock options.

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Warrants

The following table summarizes stock warrant activity for the six months ended June 30, 2026.


						Weighted Average
				Weighted Average		Remaining Term
		Number of Warrants		Exercise Price		(years)
Balance at December 31, 2025		83,213		$	3.29	1.5
Granted		2,859,950		$	9.50	4.9
Exercised		(64,584)		$	0.01	-
Forfeited/Expired		-			-	-
Balance at June 30, 2026		2,878,579		$	9.53	4.9
Exercisable at June 30, 2026		2,878,579		$	9.53	4.9

During the six months ended June 30, 2026, the Company issued an aggregate of 2,859,950 warrants to purchase shares of the Company's common stock.

The Company issued an aggregate of 286,527 warrants to certain investors with an exercise price of $7.75 per share. The warrants are immediately exercisable, have a contractual term of five years and expire on May 19, 2031. The Company concluded that the warrants meet the criteria for equity classification.

In connection with the Company's IPO, the Company issued an aggregate of 73,423 warrants to the underwriter and certain of its representatives as compensation for underwriting services. The underwriter warrants have an exercise price of $9.69 per share, are immediately exercisable, have a contractual term of five years and expire on May 16, 2031. The aggregate fair value of the underwriter warrants at issuance was $351,696, which was determined using the Black-Scholes option-pricing model. The significant assumptions used in the valuation included an expected term of five years, expected volatility of 79%, a risk-free interest rate of 3.9% and an expected dividend yield of 0%. The Company concluded that the underwriter warrants meet the criteria for equity classification. The fair value of the underwriter warrants were accounted for as an equity issuance cost associated with the IPO and recorded as a reduction of additional paid-in capital.

In connection with the Company's IPO, the Company issued 2,500,000 units, with each unit consisting of one share of common stock and one warrant to purchase one share of common stock. The warrants have an exercise price of $9.69 per share, are immediately exercisable, have a contractual term of five years and expire on May 16, 2031. The Company concluded that the warrants meet the criteria for equity classification.

The decrease in outstanding warrants during the six months ended June 30, 2026 was primarily attributable to the exercise of 64,584 warrants (equivalent to 1,614,603 warrants prior to the Company's 1-for-25 reverse stock split) into 1,614,603 shares of Series A-4 Preferred Stock during the three months ended March 31, 2026.

13. LEASES

The Company has operating leases for office space and equipment. Lease terms generally range from 3 to 5 years, and certain leases include options to extend or terminate which are considered in determining the lease term when reasonably certain to be exercised.

The components of lease expense were as follows for the three and six months ended June 30, 2026 and 2025:


		Three Months Ended June 30,					Six Months Ended June 30,
		2026		2025			2026		2025
Operating lease costs		$	40,561	$	40,561		$	81,122	$	81,122
Total lease cost		$	40,561	$	40,561		$	81,122	$	81,122

The Company does not have any finance leases, short-term leases, or variable lease payment arrangements.

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The components of operating lease assets and liabilities as of June 30, 2026 and December 31, 2025 were as follows:


		June 30, 2026			December 31, 2025
Operating lease right of use assets		$	236,397		$	312,041

Current portion of operating lease liability			161,992			156,797
Operating lease liability, net of current portion			84,467			167,290
Total operating lease liabilities		$	246,459		$	324,087

The weighted-average remaining lease term and weighted-average discount rate as of June 30, 2026 and December 31, 2025 were as follows:


		June 30, 2026		December 31, 2025
Weighted average lease term		1.50 years		2.00 years
Weighted average discount rate		3.94	%	3.94	%

Future minimum lease payments under non-cancelable operating leases as of June 30, 2026 are as follows:


		Operating Leases
2026		$	83,105
2027			170,322
Total lease payments			253,427
Less: imputed interest			(6,968)
Total present value of lease liabilities		$	246,459

14. COMMITMENTS AND CONTINGENCIES

Litigation and Claims

From time to time, the Company is subject to claims, litigation, investigations, and other legal proceedings arising in the ordinary course of business. The Company records a liability for loss contingencies when it is both probable that a liability has been incurred and the amount can be reasonably estimated. As of June 30, 2026, no loss contingencies have been accrued because no matters meet both of these criteria or the amounts involved are not material.

Management has evaluated all known and potential matters and believes that the ultimate resolution of any currently pending proceedings, either individually or in the aggregate, will not have a material adverse effect on the Company's financial position, results of operations, or cash flows. However, the outcome of legal proceedings is inherently uncertain, and adverse resolutions could occur. An unfavorable outcome in one or more matters could materially affect the Company's operating results or cash flows in the period in which it is resolved.

Other Commitments

Other than standard operating leases and purchase commitments entered into in the ordinary course of business, the Company has no material off-balance-sheet arrangements or long-term commitments as of June 30, 2026.

15. SEGMENT REPORTING

The Company operates as a single operating and reportable segment. The Company's Chief Operating Decision Maker ("CODM") has been identified as the Interim Chief Executive Officer, who reviews the consolidated operating results, including net revenues, cost of revenues, gross profit, and selling, general and administrative expenses, and net income (loss) to make decisions about resource allocation, including investments in personnel, marketing, and technology and product development, and to assess performance. The CODM does not evaluate performance or allocate resources at a disaggregated level below the consolidated entity.

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The Company's revenue is derived principally from the sale of aerial robotic systems, service revenue and subscription revenue. The significant expense categories the CODM reviews regularly are personnel expenses, contractor expenses, and legal and professional expenses. See below for the summary of expenses reviewed for the three and six months ended June 30, 2026 and 2025.


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Personnel	$	2,513,211	$	1,749,105	$	4,568,204	$	3,615,634
Contractor		238,409		181,419		464,068		348,454
Legal and professional		346,536		109,877		684,354		199,456

Because the Company manages its business, allocates resources, and evaluates performance on a consolidated basis, the accompanying consolidated financial statements reflect the operations of one segment. The CODM regularly reviews total revenues and gross profit to assess financial performance and allocate resources. These measures are consistent with the amounts presented in the consolidated statements of operations.

Segment information available with respect to the reportable business segment for the three and six months ended June 30, 2026 and 2025 was as follows:


		For the Three Months Ended June 30,						Six Months Ended June 30,
		2026			2025			2026			2025
Revenue by type:
Systems		$	672,977		$	1,201,299		$	1,653,116		$	2,149,338
Services			185,127			64,958			304,085			233,212
Subscription			91,500			91,500			183,000			193,260
Total revenues		$	949,604		$	1,357,757		$	2,140,201		$	2,575,810
Cost of sales:			504,451			805,878			1,192,713			1,590,772
Gross profit:			445,153			551,879			947,488			985,038
Depreciation and amortization:			69,793			82,539			139,522			170,468
Revenues by geography
Canada			275,227			440,484			508,905			648,541
United States			391,530			372,048			786,726			785,204
Australia			76,117			227,296			142,383			412,776
Other			206,730			317,929			702,187			729,289
Total geography and consolidated revenues		$	949,604		$	1,357,757		$	2,140,201		$	2,575,810


		June 30, 2026			June 30, 2025
Long-lived assets by geography
United States		$	327,491		$	735,634
Latin America			142,189			106,538
Total long-lived assets by geography		$	469,680		$	842,172

16. SUBSEQUENT EVENTS

On July 17, 2026, the Company made the second of three installment payments in the amount of $472,388 to Evergreen Capital Management, LLC pursuant to the Evergreen Side Letter described in Note 10, in connection with Evergreen's agreement to forbear from declaring an event of default under the Senior Secured Convertible Promissory Notes. The Company's third and final installment payment of $472,388 is due on August 16, 2026.

On August 3, 2026, the Board of Directors approved a stock option grant to the Company's Chief Executive Officer to purchase 109,000 shares of common stock and stock option grants to each of the Company's four non-employee directors to purchase 23,000 shares of common stock, under the Company's 2026 Equity Incentive Plan. These grants are not reflected in the Company's stock-based compensation expense, options outstanding, or related disclosures for the three and six months ended June 30, 2026.

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Investigation of Former Chief Executive Officer

In August 2026, the Audit Committee of the Board of Directors completed an investigation regarding certain personal expenses incurred by the Company's former Chief Executive Officer using a Company-issued credit card that had been recorded as business expenses in the Company's financial records. The investigation identified approximately $286,000 in aggregate personal expenses incurred over multiple periods, including periods subsequent to June 30, 2026.

The Company determined that the amounts identified did not represent expenses incurred in the ordinary course of the Company's operations and has classified the applicable amounts within other expense in the accompanying condensed statements of operations. Other expense for the three and six months ended June 30, 2026 includes approximately $24,000 and $32,000, respectively, related to such expenses, compared with approximately $14,000 and $44,000, respectively, for the three and six months ended June 30, 2025. The Company determined that the amounts identified were not material, individually or in the aggregate, to any previously issued financial statements.

The Company has demanded repayment from its former Chief Executive Officer of the personal expenses identified by the investigation. As of June 30, 2026, the Company has not recognized a receivable for any amounts sought to be recovered.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following is a discussion and analysis of our financial condition and results of operations as of, and for, the periods presented. You should read the following discussion and analysis of the Company's financial condition and results of operations together with the sections entitled "Risk Factors," and "Special Note Regarding Forward-Looking Statements," our audited consolidated financial statements, and related notes included in our IPO Registration. This discussion and analysis contains forward-looking statements, including statements regarding our expectations for the future of our business and our liquidity and capital resources as well as other non-historical statements. These statements are based upon our current plans, expectations, and beliefs, and are subject to numerous risks and uncertainties, including but not limited to the risks and uncertainties described in "Risk Factors" and "Special Note Regarding Forward-Looking Statements." Our actual results may differ materially from those contained in or implied by these forward-looking statements.

Overview

We are a pioneer in fully adaptive and cognitive mission-level autonomous robotics and artificial intelligence. Our proprietary Level 4B autonomy platform allows aerial and ground robotic systems to navigate safely and efficiently in complex, GPS-denied environments. We generate revenue through hardware-enabled software sales, licensing of ExynAI software, service contracts, and support agreements. Our customers include mining companies, construction firms, infrastructure operators, defense agencies, and OEMs integrating ExynAI into their platforms. We believe adoption of autonomous robotics in these verticals is accelerating, driven by demand for safety, efficiency, and digitization.

Recent Developments

Reverse Stock Split

On May 15, 2026, we effected a 1-for-25 reverse stock split of our issued and outstanding shares of common stock and preferred stock. The reverse stock split became effective on May 15, 2026.

Initial Public Offering

On May 18, 2026, we completed our IPO of 2,500,000 units, with each unit consisting of one share of common stock and one warrant to purchase one share of common stock, at a public offering price of $7.75 per unit, which resulted in gross proceeds of approximately $19.4 million, before deducting underwriting discounts and commissions and offering expenses. Our common stock and warrants began trading on the Nasdaq Capital Market on May 15, 2026.

Key Factors Affecting Our Performance

Our results of operations are affected by the following factors:

●

Adoption of Autonomous Robotics and 3D mapping solutions in Industrial and Defense Markets. Our financial performance is tied to the rate of adoption of autonomous robotic and 3D mapping solutions within our target markets. Market acceptance is contingent upon our ability to educate customers on these benefits as well as broader market pressures driving technology adoption. Delays in broader technology adoption or a slower-than-anticipated shift towards automation and digitization in these key industrial and government sectors could adversely affect our revenue growth and financial results.

●

Timing of OEM Integrations and Long-Term Licensing Contracts. A significant portion of our long-term strategy involves entering into extended licensing agreements and partnerships with OEMs to embed our technology into their platforms. Our revenue and results of operations are therefore highly dependent on the timing and successful execution of these complex agreements. The sales cycle for such integrations is often long and unpredictable, involving extensive evaluation, negotiation, and joint development phases. Any delays in finalizing these contracts or in the subsequent deployment and scaling of integrated solutions by our partners could result in significant fluctuations in our recognized revenue from period to period. Furthermore, our ability to convert pilot programs and initial deployments into large-scale, recurring revenue contracts is critical to our long-term financial success.

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●

Ongoing Investment in Research and Development to Maintain Technology Leadership. The market for autonomous robotics is characterized by rapid technological advancement and intense competition. To maintain and extend our position as a market leader, we must continue to make substantial investments in R&D. Our R&D efforts are focused on enhancing our core intellectual property, including our proprietary SLAM algorithms, sensor fusion capabilities, and AI-driven navigation software. These investments are essential to improve the performance of our existing products, develop new applications and functionalities, and broaden the range of environments in which our systems can operate.

●

Expansion of Our Sales, Marketing, and Distribution Capabilities. Our ability to grow our revenue is dependent on our capacity to effectively expand our sales, marketing, and distribution channels. We are actively investing in growing our direct sales force to target large enterprise and government customers, while also developing a network of strategic channel partners and resellers to broaden our market reach both domestically and internationally. These investments include hiring and training specialized sales and support personnel, increasing our marketing activities to build brand awareness, and establishing the infrastructure necessary to support a global customer base. The success of these expansion efforts, and the time it takes for new sales channels to become productive, will be a significant factor in our ability to acquire new customers and drive revenue growth.

●

Ability to Secure and Efficiently Deploy Growth Capital. Our strategic plan requires significant capital to fund our operations, support our research and development efforts, and finance the expansion of our sales and marketing organization. Our future growth and ability to execute on our business plan are contingent upon our ability to secure additional growth capital through equity or debt financing on favorable terms. The proceeds from such financing will be deployed to invest in critical R&D, scale our manufacturing and support capabilities, and potentially pursue strategic acquisitions of complementary technologies or businesses. Our ability to raise sufficient capital and to allocate it efficiently toward initiatives that drive scalable growth and accelerate our path to profitability will be critical to our operational and financial success.

Key Components of Our Results of Operations

Revenue

Revenue consists primarily of product sales, software licensing revenue, fees for consulting services, warranty sales, and after sale service and support. For the three months ended June 30, 2026, approximately 71% of our revenue was derived from Nexys product sales, of which approximately 63% of our revenue came from direct sales and approximately 37% of our revenue came from channel partners. For the six months ended June 30, 2026, approximately 77% of our revenue was derived from Nexys product sales, of which approximately 66% of our revenue came from direct sales and approximately 34% of our revenue came from channel partners.

Cost of Revenue

Cost of revenue includes materials, labor (including salary, benefits and taxes), and customer support.

Operating Expenses

Research and Development

R&D expenses consist primarily of personnel expenses, including salaries, benefits, costs of consulting, equipment and materials, manufacturing, supply chain, direct allocable overhead costs, including staff development cost, and travel and technology costs. We expect our R&D expenses to increase as we continue to invest in our infrastructure and technology and seek to develop new products and services. We also expect our R&D to fluctuate based on a number of factors including, among others, increased labor costs, availability and ability to obtain suitable drones and robots, availability and cost of supply chain components, such as sensors, inertial measurement units, motor controllers, and foreign currency exchange rates and tariffs.

Selling, General and Administrative

Selling, general and administrative expenses primarily consist of salaries, benefits and payroll taxes, commissions, advertising, trade shows, travel, consulting fees, costs associated with executive leadership, corporate governance, accounting and finance operations, and support functions, including human resources and information technology. We expect selling, general and administrative expenses to continue to increase as we expand our sales and marketing capabilities to acquire new customers and incur additional costs

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associated with operating as a public company, including costs related to certain consulting and incentive agreements that became effective.

Other Income (Expense)

Interest Expense, Net

Interest expense, net consists primarily of the interest expense from borrowings relating to revolving lines of credit with external banks and third-party notes, net of interest income earned on invested cash balances.

Other Income (Expense), Net

Other income (expense), net consists primarily of gain/loss on foreign exchange, deferred financing cost amortization, loss on disposable assets, and other nonoperating income.

Income Tax (Expense) Benefit

Income tax (expense) benefit primarily consists of income taxes in certain foreign jurisdictions in which we conduct business.

Results of Operations for the Three Months Ended June 30, 2026

Our operating results for the three months ended June 30, 2026 were characterized by lower revenue, relatively consistent gross margins, and higher operating expenses compared to the prior-year period. The decrease in revenue was primarily attributable to the timing of customer project activity and product deliveries, while lower costs incurred in delivering our products and services partially offset the impact of lower revenues on gross profit. The increase in operating expenses reflects continued investment in personnel, infrastructure, and activities supporting the growth and commercialization of our autonomous mapping and robotics solutions.


		Three Months Ended June 30,						Period Over Period Change
		2026			2025			$			%
Revenues, net		$	949,604		$	1,357,757		$	(408,153)		(30.1)	%
Cost of revenues			504,451			805,878			(301,427)		(37.4)	%
Gross profit			445,153			551,879			(106,726)		(19.3)	%
Operating expenses:
Selling, general, and administrative expenses			3,015,844			1,319,147			1,696,697		128.6	%
Research and development expenses			1,358,977			1,187,338			171,639		14.5	%
Stock-based compensation			197,785			201,734			(3,949)		(2.0)	%
Total operating expenses			4,572,606			2,708,219			1,864,387		68.8	%
Operating loss			(4,127,453)			(2,156,340)			(1,971,113)		91.4	%
Non-operating income (expense):
Interest expense			(446,179)			(87,844)			(358,335)		407.9	%
Interest income			36,019			7,558			28,461		376.6	%
Noncash change in fair value of SAFE liabilities			565,576			(677,000)			1,242,576		(183.5)	%
Debt modification expense			(679,514)			-			(679,514)		100.0	%
Debt settlement expense			(1,917,165)			-			(1,917,165)		100.0	%
Other expense			(325,159)			(8,341)			(316,818)		3,798.3	%
Total non-operating income (expense)			(2,766,422)			(765,627)			(2,000,795)		261.3	%
Net loss before income tax benefit			(6,893,875)			(2,921,967)			(3,971,908)		135.9	%
Income Tax Benefit			-			-			-		N/A
Net loss		$	(6,893,875)		$	(2,921,967)		$	(3,971,908)		135.9	%

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Revenues, Net

For the three months ended June 30, 2026, revenues decreased by approximately $0.4 million to $0.9 million from $1.3 million for the three months ended June 30, 2025. The decrease was primarily attributable to the timing of customer project activity and product deliveries during the period. Gross profit decreased from $0.6 million to $0.4 million primarily due to lower revenues, partially offset by lower costs incurred to deliver products and services.

Cost of Revenues

For the three months ended June 30, 2026, cost of revenues decreased by approximately $0.3 million to $0.5 million from $0.8 million for the three months ended June 30, 2025. The decrease was primarily attributable to lower direct labor, materials, and other costs associated with product and service delivery.

Operating Expenses

Selling, General and Administrative Expenses

For the three months ended June 30, 2026, selling, general and administrative expenses increased by approximately $1.7 million to $3.0 million from $1.3 million for the three months ended June 30, 2025. The increase was primarily attributable to higher personnel-related costs, professional fees, and other expenses associated with preparing to be and operating as a public company.

Research and Development Expenses

For the three months ended June 30, 2026, research and development expenses increased by approximately $0.2 million to $1.4 million from $1.2 million for the three months ended June 30, 2025. The increase was primarily attributable to higher product development and engineering expenditures.

Stock-based Compensation

For the three months ended June 30, 2026, stock-based compensation expense remained relatively consistent at $0.2 million compared to the three months ended June 30, 2025, decreasing by approximately $4 thousand. The slight decrease was primarily attributable to changes in the timing and mix of equity awards subject to amortization during the respective periods.

Interest Expense and Interest Income

For the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, interest expense increased by approximately $0.4 million from $0.1 million to $0.5 million. Interest income increased by approximately $28 thousand from $8 thousand for the three months ended June 30, 2025 to $36 thousand for the three months ended June 30, 2026.

Debt Modification Expense

Debt modification expense increased by approximately $0.7 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily attributable to the modification and extinguishment of the senior secured convertible promissory notes issued to Evergreen, including the write-off of the related debt discount.

Debt Settlement Expense

Debt settlement expense increased by approximately $1.9 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, attributable to the settlement with Evergreen pursuant to the Evergreen Side Letter.

Other Expense

For the three months ended June 30, 2026, other expense was approximately $0.3 million compared to approximately $8 thousand for the three months ended June 30, 2025. The change was primarily attributable to expenses related to the issuance of equity kicker shares and other non-operating expenses incurred during the period.

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Results of Operations for the Six Months Ended June 30, 2026

Our operating results for the six months ended June 30, 2026 were characterized by lower revenue, relatively consistent gross profit, and higher operating expenses compared to the prior-year period. The decrease in revenue was primarily attributable to the timing of customer project activity and product deliveries, while gross profit remained relatively consistent as lower revenues were partially offset by lower costs incurred in delivering our products and services. The increase in operating expenses reflects continued investment in personnel, infrastructure, and activities supporting the growth and commercialization of our autonomous mapping and robotics solutions.


		Six Months Ended June 30,						Period Over Period Change
		2026			2025			$			%
Revenues, net		$	2,140,201		$	2,575,810		$	(435,609)		(16.9)	%
Cost of revenues			1,192,713			1,590,772			(398,059)		(25.0)	%
Gross profit			947,488			985,038			(37,550)		(3.8)	%
Operating expenses:
Selling, general, and administrative expenses			4,968,243			2,700,036			2,268,207		84.0	%
Research and development expenses			2,573,811			2,521,257			52,554		2.1	%
Stock-based compensation			397,594			403,468			(5,874)		(1.5)	%
Total operating expenses			7,939,648			5,624,761			2,314,887		41.2	%
Operating loss			(6,992,160)			(4,639,723)			(2,352,437)		50.7	%
Non-operating income (expense):
Interest expense			(782,333)			(169,167)			(613,166)		362.5	%
Interest income			39,847			15,074			24,773		164.3	%
Noncash change in fair value of SAFE liabilities			535,576			(677,000)			1,212,576		(179.1)	%
Debt modification expense			(679,514)			-			(679,514)		100.0	%
Debt settlement expense			(1,917,165)			-			(1,917,165)		100.0	%
Other expense			(336,911)			(30,810)			(306,101)		993.5	%
Total non-operating income (expense)			(3,140,500)			(861,903)			(2,278,597)		264.4	%
Net loss before income tax benefit			(10,132,660)			(5,501,626)			(4,631,034)		84.2	%
Income Tax Benefit			-			-			-		N/A
Net loss		$	(10,132,660)		$	(5,501,626)		$	(4,631,034)		84.2	%

Revenues, Net

For the six months ended June 30, 2026, revenues decreased by approximately $0.4 million to $2.1 million from $2.5 million for the six months ended June 30, 2025. The decrease was primarily attributable to the timing of customer project activity and product deliveries during the period. Gross profit decreased from $1.0 million to $0.9 million primarily due to lower revenues, partially offset by lower costs incurred to deliver products and services.

Cost of Revenues

For the six months ended June 30, 2026, cost of revenues decreased by approximately $0.4 million to $1.2 million from $1.6 million for the six months ended June 30, 2025. The decrease was primarily attributable to lower direct labor, materials, and other costs associated with product and service delivery.

Operating Expenses

Selling, General and Administrative Expenses

For the six months ended June 30, 2026, selling, general and administrative expenses increased by approximately $2.3 million to $5.0 million from $2.7 million for the six months ended June 30, 2025. The increase was primarily attributable to higher personnel-related costs, professional fees, and other expenses associated with preparing to be and operating as a public company.

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Research and Development Expenses

For the six months ended June 30, 2026, research and development expenses remained relatively consistent at $2.6 million compared to $2.5 million for the six months ended June 30, 2025, increasing by approximately $53 thousand. The slight increase was primarily attributable to product development and engineering expenditures.

Stock-based Compensation

For the six months ended June 30, 2026, stock-based compensation expense remained relatively consistent at $0.4 million compared to the six months ended June 30, 2025, decreasing by approximately $6 thousand. The slight decrease was primarily attributable to changes in the timing and mix of equity awards subject to amortization during the respective periods.

Interest Expense and Interest Income

For the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, interest expense increased by approximately $0.6 million from $0.2 million to $0.8 million. Interest income increased by approximately $25 thousand from $15 thousand for the six months ended June 30, 2025 to $40 thousand for the six months ended June 30, 2026.

Debt Modification Expense

Debt modification expense increased by approximately $0.7 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily attributable to the modification and extinguishment of the senior secured convertible promissory notes issued to Evergreen, including the write-off of the related debt discount.

Debt Settlement Expense

Debt settlement expense increased by approximately $1.9 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, attributable to the settlement with Evergreen pursuant to the Evergreen Side Letter.

Other Expense

For the six months ended June 30, 2026, other expense was approximately $0.3 million compared to approximately $31 thousand for the six months ended June 30, 2025. The change was primarily attributable to expenses related to the issuance of equity kicker shares and other non-operating expenses incurred during the period.

Liquidity and Capital Resources

Since inception, we have incurred recurring net losses and negative cash flows from operating activities. As of June 30, 2026, we had cash and cash equivalents of approximately $7.8 million. On May 18, 2026, we completed our IPO of 2,500,000 units, with each unit consisting of one share of common stock and one warrant to purchase one share of common stock, at a public offering price of $7.75 per unit, which resulted in net proceeds of approximately $15.3 million. While the completion of our IPO strengthened our liquidity position, we expect to continue to incur operating losses and negative cash flows as we execute our business plan. Based on our current operating plan, management has concluded that substantial doubt exists regarding our ability to continue as a going concern.

Our primary uses of cash are to fund our operations, which consist primarily of research and development expenditures related to our products and, to a lesser extent, general and administrative expenditures. We anticipate that we will continue to incur significant and increasing expenses for the foreseeable future as we expand our corporate infrastructure, including the costs associated with being a public company, further our research and development initiatives for our products, and incur costs associated with sales and marketing. We may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business. We anticipate that we may require additional funding in connection with our continuing operations.

Over the next twelve months, we expect to finance our operations primarily through cash generated from commercial operations and, as needed, through short-term debt arrangements, private placements of our equity securities, and proceeds from public offerings, if completed. Beyond the next twelve months, we expect our long-term liquidity and capital resource needs to be driven primarily by our plans to scale production, expand our sales and marketing capabilities, and continue to invest in research and development. We

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anticipate funding these long-term needs through a combination of cash generated from operations, additional equity or debt financings, and other capital-raising alternatives, although we cannot assure you that such funding will be available on acceptable terms, or at all.

Following the closing of our IPO, our liquidity position improved significantly as a result of the net proceeds received from the offering. While these proceeds are expected to support our near-term operating and capital needs, we may require additional financing in the future to support the continued growth of our business. We expect to fund our operations through a combination of existing cash balances, cash generated from operations, and, if necessary, additional debt or equity financings. If additional capital is required and is not available on acceptable terms, we may need to prioritize investments in the product lines and business activities that generate the greatest revenue and offer the most significant long-term growth opportunities.

Cash Flows

The following table summarizes our cash flows for the periods presented:


		For the Six Months Ended
		2026			2025
Net cash used in operating activities		$	(7,075,863)		$	(3,706,270)
Net cash used in investing activities			(28,691)			(13,700)
Net cash provided by financing activities			14,127,555			3,000,000

Net Cash Used in Operating Activities

Net cash used in operating activities for the six months ended June 30, 2026 totaled approximately $7.1 million compared to approximately $3.7 million for the six months ended June 30, 2025, an increase of approximately $3.4 million. The increase was primarily driven by a higher net loss during the period, partially offset by noncash items, including debt modification expense, stock payments made for settlement of debt, stock-based compensation, depreciation and amortization, amortization of debt issuance costs, changes in the fair value of SAFE liabilities, and changes in working capital.

Net Cash Used in Investing Activities

Net cash used in investing activities for the six months ended June 30, 2026 totaled approximately $29 thousand compared to approximately $14 thousand for the six months ended June 30, 2025. The cash used in investing activities primarily related to purchases of property and equipment.

Net Cash Provided by Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2026 totaled approximately $14.1 million compared to approximately $3.0 million for the six months ended June 30, 2025. Financing activities during the period were primarily driven by $15.3 million of net proceeds from the Company's IPO which included an issuance of common stock, and $1.0 million of borrowings under notes payable, partially offset by approximately $2.2 million of repayments of notes payable.

Contractual Commitments

We enter into contractual obligations in the normal course of business. For additional discussion, see Note 13, "Leases" and Note 14, "Commitments and Contingencies," to our condensed consolidated financial statements included elsewhere in this Form 10-Q.

Trends and Uncertainties

We operate in rapidly evolving markets. Key trends include the expanding adoption of autonomous data collection in mining and other geospatial applications; growing demand for autonomous systems in defense and contested environments; ongoing supply chain constraints affecting availability of LiDAR, sensors, and semiconductor components; increasing regulatory clarity from the FAA and international bodies on BVLOS operations; and competitive dynamics from both established defense contractors and emerging robotics companies. Collectively, these trends create both opportunities and risks. They may require increased investment in research and development, regulatory and security compliance, inventory and supplier diversification, and customer success resources. There can be no assurance that our strategies will successfully mitigate these uncertainties, that regulatory developments will proceed as anticipated,

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or that customer adoption will occur at the pace or scale we expect. See also "Risk Factors - Risks Related to Our Business Operations - If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards and changing customer needs or requirements, our solutions may become less competitive" for risks related to technological disruption.

Critical Accounting Policies and Estimates

This discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to reported revenue generated and reported expenses incurred during the reporting periods. We base our estimates on historical experience, known trends and events, and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

While our significant accounting policies are described in more detail in the notes to our audited financial statements included in the IPO Registration Statement in connection with our IPO, we believe the following accounting policies to be most critical to the judgments and estimates used in the preparation of our financial statements.

Accounts Receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest. Credit is granted in the normal course of business without collateral. Accounts receivable are stated net of credit losses, which represent estimated losses resulting from the inability of customers to make the required payments. Accounts that are outstanding longer than the contractual terms are considered past due. When determining the allowance for credit losses, the Company takes several factors into consideration, including macroeconomic factors, industry trends, the creditworthiness of counterparties, historical experience, the financial conditions of the customers, and the amount and age of past due accounts. The Company writes off accounts receivable when they become uncollectible. The allowance for credit losses was $248,326 and $203,960 as of June 30, 2026 and December 31, 2025, respectively. There was one customer in each period who represented in the aggregate 10% and 12% of total accounts receivable as of June 30, 2026 and December 31, 2025, respectively.

Revenue Recognition

We recognize revenue in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 606, "Revenue from Contracts with Customers," issued by the FASB. This standard includes a comprehensive evaluation of factors to be considered regarding revenue recognition including (i) identifying the promised goods, (ii) evaluating performance obligations, (iii) measuring the transaction price, (iv) allocating the transaction price to the performance obligations if there are multiple components, and (v) recognizing revenue as each obligation is satisfied. Our primary revenue streams include sales of aerial robotic systems and related software solutions, service revenue and subscription revenue generated through the Company's installment program.

Our contracts with customers may include multiple services. For example, some of our contracts include both hardware and software licenses and required integration. Determining whether the hardware sales, software licenses and the integration are distinct from each other, and therefore performance obligations to be accounted for separately, or not distinct from each other, and therefore part of a single performance obligation, may require significant judgment. We have concluded that the software licenses and integration services provided in subscription offerings are not distinct from each other and thus, should be considered a single performance obligation and the total revenue from the contract is recognized ratably over the subscription period of the software licenses. In reaching this conclusion, we considered that since the integration service requires integration of the software to function with the customer's other processes, the integration and software license are not separately identifiable and should be combined into a single performance obligation.

Off-Balance Sheet Arrangements

As of June 30, 2026 and December 31, 2025, we have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

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Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03). The new guidance requires disaggregated information about certain income statement expense line items on an annual and interim basis. This guidance will be effective for annual periods beginning the year ended December 31, 2027 and for interim periods thereafter. The new standard permits early adoption and can be applied prospectively or retrospectively. The Company is evaluating the impact of this ASU on its consolidated financial statements disclosures.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, we are not required to provide the information required by this Item 3.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Our management, with the participation of our interim Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of June 30, 2026. Based on this evaluation, and because (i) the material weaknesses in our internal control over financial reporting previously disclosed in our Registration Statement on Form S-1 had not been fully remediated as of June 30, 2026, and (ii) a new material weakness was identified in connection with an internal investigation conducted by the Audit Committee of our Board of Directors, with the assistance of outside counsel, into allegations that Brandon Torres Declet, our former Chief Executive Officer and Chairman of the Board, used a Company-issued credit card to pay for personal travel and other personal expenses that were recorded as business expenses in our books and records, our interim Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of that date.

Management continues to implement remediation measures to address both the previously existing material weaknesses in our internal control over financial reporting disclosed in our Registration Statement on Form S-1 and the new material weakness identified in connection with the internal investigation described above. For the previously existing material weaknesses, these measures include enhancements to governance, accounting, and financial reporting processes. In connection with the internal investigation, management determined that our internal controls were ineffective because we did not maintain effective controls over (i) the review and approval of executive expense reports and credit card charges, (ii) the classification and recording of expenses charged by senior executives on Company-issued credit cards, and (iii) the operation of the Company's control environment as it relates to the ethical conduct and oversight of senior management, including controls designed to address the risk of management override.

Management has commenced the development of a remediation plan to address the newly identified material weakness, which will include:

●

enhancing policies and procedures for Company-issued credit cards with independent review of executive officer charges, including additional segregation of duties requiring charges by the Chief Executive Officer to be reviewed by the Chief Financial Officer and the Audit Committee Chair;

●

engaging an independent third party to perform a review and redesign of expense controls;

●

ensuring that individuals responsible for internal controls receive mandatory periodic training to support control implementation and effectiveness;

●

conducting a full review of the Company's compliance and governance policies and procedures in order to assess and recommend potential changes, as appropriate, for the Board's review and approval, including refreshing compliance policies and procedures, including the Company's whistleblower and ethics reporting mechanisms, Code of Conduct and Corporate Governance Guidelines; and

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●

ensuring proper tone at the top which mandates and supports clear, regular, and unambiguous reporting to senior management and the Audit Committee, which in turn will increase transparency and oversight with respect to audit findings, remediation state and control effectiveness metrics.

Changes in Internal Control over Financial Reporting

Other than the remediation activities related to the previously identified material weaknesses and the commencement of remediation activities related to the newly identified material weakness described above, there were no changes in our internal control over financial reporting during the three and six months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Restatement

As previously disclosed, the Company restated its consolidated balance sheet as of December 31, 2025, to reclassify approximately $3.5 million of notes payable under the WAB Loan Agreement from long-term to current liabilities. The reclassification was required because a December 2025 modification and forbearance agreement accelerated the maturity of the obligation to June 2026, such that the Company no longer had the right to defer settlement for at least one year from the balance sheet date. The restatement had no effect on the Company's previously reported consolidated statements of operations, stockholders' deficit, total liabilities, or cash flows.

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PART II-OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in various legal proceedings that arise in the ordinary course of our business. We are not currently a party to any material legal proceedings, and are not aware of any pending or threatened legal proceeding against us that we believe could have an adverse effect on our business, operating results or financial condition.

Item 1A. Risk Factors.

Investing in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties discussed in Part II, Item 1A, "Risk Factors," of our Registration Statement on Form S-1 (File No. 333-297134) filed on June 29, 2026 and declared effective by the SEC on July 2, 2026, together with all of the other information in this Quarterly Report on Form 10-Q, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our unaudited condensed consolidated financial statements and related notes, before deciding whether to purchase any of our securities.

Except as set forth below, there have been no material changes to the risk factors previously disclosed in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and our Registration Statement.

We have identified a material weakness in our internal control over financial reporting, which could result in material misstatements in our financial statements.

As described in this Quarterly Report on Form 10-Q, we identified an additional material weakness in our internal control over financial reporting in connection with an internal investigation conducted by the Audit Committee. As a result of this investigation, we have concluded that the Company's business expense controls (including travel and entertainment, corporate credit card usage, and employee reimbursement processes) were inadequate or did not sufficiently prevent or detect improper, unsupported, or misclassified business expenses on a timely basis by Company executives. The Company is implementing enhancements to its internal controls to remediate the identified material weaknesses in its internal controls over financial reporting related to the Company's governance and accounting practices. While the Company believes that these efforts will improve its internal control over financial reporting, the Company will not be able to conclude whether the steps the Company is taking will remediate the material weaknesses in internal control over financial reporting until a sustained period of time has passed to allow management to test the design and operational effectiveness of the new and enhanced controls. As the Company's management, under the oversight of the Audit Committee, continues to evaluate and improve the Company's internal controls over financial reporting, management may decide to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures identified. If our remediation measures are not effective, or if additional material weaknesses or significant deficiencies are identified in the future, we may not be able to accurately or timely report our financial condition or results of operations, which could cause investors to lose confidence in our financial reporting, negatively affect the trading price of our common stock, result in regulatory investigations or sanctions, and expose us to litigation.

Our former Chief Executive Officer has resigned following an internal investigation, and we may face additional risks and liabilities as a result.

As described in this Quarterly Report on Form 10-Q, our former Chief Executive Officer and Chairman of the Board has resigned following an Audit Committee investigation that determined he improperly used Company funds for personal travel and other personal expenses. We could possibly face regulatory inquiries or investigations from the Securities and Exchange Commission, Nasdaq, or other governmental agencies. In addition, we may be subject to shareholder litigation, including derivative claims. There can be no assurance that we will be able to recover amounts improperly charged by our former Chief Executive Officer. Management transition following the resignation may also cause operational disruption and uncertainty among employees, customers, vendors, and business partners.

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Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchase of Equity Securities.

Use of Proceeds from our Initial Public Offering

On May 18, 2026, we closed our IPO, in which we issued and sold 2,500,000 units, with each unit consisting of one share of our common stock and one warrant to purchase one share of our common stock, at a public offering price of $7.75 per unit, for aggregate gross proceeds of approximately $19.4 million, before deducting underwriting discounts and commissions and offering expenses payable by us. The shares of common stock and warrants comprising the units were immediately separable and were issued separately in the IPO. The warrants issued as part of the IPO were issued under a warrant agent agreement between us and Equiniti Trust Company, LLC, as warrant agent, exercisable immediately upon issuance, expire five years from the date of original issuance and have an exercise price of $9.69 per share.

Lucid Capital Markets, LLC acted as lead underwriter and representative for the offering. All of the securities issued and sold in the IPO were registered under the Securities Act pursuant to our IPO Registration, which was declared effective by the SEC on May 14, 2026. Following the sale of these securities, the offering terminated.

During the period covered by this report, we used a portion of the net proceeds from our IPO to repay in full the outstanding balances under our Loan and Security Agreement with Western Alliance Bank and our loan with Maximcash Solutions LLC, with the remaining net proceeds used for working capital and general corporate purposes. There has been no material change in the planned use of proceeds from our IPO as described in our final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

(a)

Internal Investigation

On August 11, 2026, the Audit Committee of the Board of Directors of the Company, with the assistance of independent outside counsel, commenced an internal investigation into allegations that Brandon Torres Declet, the Company's then-Chief Executive Officer and Chairman of the Board, used a Company-issued credit card to pay for personal travel and other personal expenses that were recorded as business expenses in the Company's financial records. The investigation has been completed. The investigation identified approximately $286,000 in aggregate personal expenses incurred over multiple periods, including periods subsequent to June 30, 2026.

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Material Weakness in Internal Control Over Financial Reporting

In connection with the internal investigation, the Company's management determined that a material weakness existed in the Company's internal control over financial reporting. Specifically, the Company did not maintain effective controls over (i) the review and approval of executive expense reports and credit card charges, (ii) the classification and recording of expenses charged by senior executives on Company-issued credit cards, and (iii) the operation of the control environment as it relates to the ethical conduct and oversight of senior management. As a result of the material weakness, the Company's management, including its Principal Executive Officer and Principal Financial Officer, has concluded that the Company's disclosure controls and procedures were not effective as of June 30, 2026.

Remediation

Management has commenced the development of a remediation plan to address the newly identified material weakness, which will include:

●

engaging an independent third party to perform a review and redesign of expense controls;

●

ensuring that individuals responsible for internal controls receive mandatory periodic training to support control implementation and effectiveness;

●

The material weakness will not be considered remediated until the applicable controls have been implemented and operate effectively for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Financial Impact

The Company has determined that the misclassified personal expenses are not material to any previously reported financial statements, although the expenses have been reclassified in the Company's books and records.

Departure of Chief Executive Officer

On August 19, 2026, Brandon Torres Declet resigned from his position as Chief Executive Officer and Chairman of the Board of Directors, effective immediately. Mr. Declet's resignation followed an internal investigation conducted by the Audit Committee of the Board of Directors (the "Audit Committee"), with the assistance of independent outside counsel, into allegations that Mr. Declet used a Company-issued credit card to pay for personal travel and other personal expenses that were recorded as business expenses in the Company's books and records. The investigation commenced on August 11, 2026 and concluded on August 19, 2026. Based on the findings of the investigation, the Audit Committee determined that Mr. Declet charged personal expenses to a Company-issued credit card, and that these charges were improperly classified and recorded as business expenses in the Company's financial records. The Board accepted Mr. Declet's resignation on August 19, 2026.

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In connection with the resignation, the Company has determined that Mr. Declet is not entitled to any severance payments or benefits under his employment agreement. The Company expects to recover the personal travel and other personal expenses improperly charged to the Company from Mr. Declet.

Appointment of Interim Chief Executive Officer

On August 19, 2026, the Board of Directors appointed Benjamin Williams, age 47, as Interim Chief Executive Officer of the Company, effective immediately. Mr. Williams has served as our Chief Operating Officer since May 2019. Mr. Williams also served as the interim Chief Executive Officer of the Company from June 2023 to November 2023. Mr. Williams has worked in large organizations, such as AT&T/Fullscreen Media, Lockheed Martin, and the U.S. Navy, as well as founded and led smaller startups, including Reelio, Zentropy, Open Sky Energy, and PennDSL. Prior to joining Exyn, Mr. Williams led Data & Platform Strategy and predictive analytics for Fullscreen Media as part of AT&T, following their acquisition of his startup company, Reelio Inc. In 2017, Mr. Williams was selected for Wharton's 40 Under 40. Mr. Williams has built an expertise around innovation, operations, product development, technical management, product management, business strategy, and enterprise business development. Mr. Williams has a B.S.E. in Computer Science and Engineering from the University of Pennsylvania, and an M.B.A. from the Wharton School of Business at the University of Pennsylvania.

Mr. Williams's compensation arrangements in connection with his appointment as Interim Chief Executive Officer have not yet been determined. Pursuant to Mr. Williams's existing Offer Letter with the Company, dated May 8, 2019. Mr. Williams is entitled to a base salary (set at $285,000 for 2024 and 2025), eligible for a discretionary annual cash bonus as determined by management and approved by our board of directors or its compensation committee, and eligible to participate in our employee benefit plans. Mr. Williams' employment is at-will and may be terminated at any time, by either party, with or without cause or advance notice. During his period of employment and for the six-month period thereafter, Mr. Williams is subject to a non-competition covenant and covenants with respect to the non-solicitation of customers and employees.

There are no arrangements or understandings between Mr. Williams and any other persons pursuant to which Mr. Williams was selected as Interim Chief Executive Officer. There are no family relationships between Mr. Williams and any director or executive officer of the Company. Mr. Williams has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Appointment of Non-Executive Chairman of the Board of Directors

On August 19, 2026, the Board of Directors appointed existing director Gregory McNeal as the Non-Executive Chairman of the Board of Directors, replacing Mr. Declet.

(b)

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the quarter ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as each term is defined in Item 408(a) of Regulation S-K).

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Item 6. Exhibits.

The exhibits filed as part of this Quarterly Report on Form 10-Q are set forth in the Exhibit Index below, which is incorporated herein by reference.

EXHIBIT INDEX

Exhibit No.		Description

3.1		Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K, filed with the SEC on May 19, 2026).
3.2		Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant's Current Report on Form 8-K filed with the SEC on May 19, 2026).
4.1		Form of Representative's Warrant (incorporated by reference to Exhibit 4.1 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
4.2		Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
4.3		Form of Warrant Agent Agreement, between the Registrant and Equiniti Trust Company, LLC (incorporated by reference to Exhibit 4.3 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.1+		Form of Indemnification Agreement between the Registrant and its directors and officers (incorporated by reference to Exhibit 10.1 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.2+		Amended and Restated 2015 Equity Compensation Plan (incorporated by reference to Exhibit 10.2 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.3+		2026 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.4+		2026 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.4 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.5+		Form of Restricted Unit Award Agreement under the 2026 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.6+		Forms of Option Award Agreements under the 2026 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.7		Loan and Security Agreement dated as of September 27, 2023, between the Registrant and Western Alliance Bank (incorporated by reference to Exhibit 10.7 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.8#		Waiver and First Amendment to Loan and Security Agreement dated as of July 11, 2025, between the Registrant and Western Alliance Bank (incorporated by reference to Exhibit 10.8 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.9		Second Amendment to Loan and Security Agreement dated as of November 19, 2025, between the Registrant and Western Alliance Bank (incorporated by reference to Exhibit 10.9 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.10		Subordination Agreement to Loan and Security Agreement dated as of July 11, 2025, among the Registrant, Western Alliance Bank and Neolync Electronics Private Limited (incorporated by reference to Exhibit 10.10 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.11#		Irrevocable Standby Letter of Credit dated as of May 30, 2025, among the Registrant, Neolync Electronics Private Limited, HSBC Bank USA, N.A. and Western Alliance Bank (incorporated by reference to Exhibit 10.11 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.12#		Amendment No. 1 to Irrevocable Standby Letter of Credit dated as of November 17, 2025, among the Registrant, Neolync Electronics Private Limited, HSBC Bank USA, N.A. and Western Alliance Bank (incorporated by reference to Exhibit 10.12 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.13		Letter Agreement dated as of May 20, 2025, between the Registrant and Neolync Holdings Ltd, including Senior Convertible Promissory Note (incorporated by reference to Exhibit 10.13 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).

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Exhibit No.		Description

10.14		Amendment No. 1 to Letter Agreement dated as of October 9, 2025, between the Registrant and Neolync Holdings Ltd (incorporated by reference to Exhibit 10.14 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.15+		Executive Employment Agreement dated as of October 30, 2023, between the Registrant and Brandon Torres Declet (incorporated by reference to Exhibit 10.15 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.16+		Amendment No. 1 to Executive Employment Agreement dated as of September 24, 2025, between the Registrant and Brandon Torres Declet (incorporated by reference to Exhibit 10.16 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.17+		Amendment No. 2 to Executive Employment Agreement dated as of December 31, 2025, between the Registrant and Brandon Torres Declet (incorporated by reference to Exhibit 10.17 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.18+#		Advisory Agreement dated as of August 1, 2025, between the Registrant and Longview Innovation, LLC (incorporated by reference to Exhibit 10.18 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.19		Forbearance and Third Amendment to Loan and Security Agreement dated as of December 23, 2025, between the Registrant and Western Alliance Bank (incorporated by reference to Exhibit 10.19 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.20#		Business Term Loan Agreement dated as of December 26, 2025, between the Registrant and Maximcash Solutions LLC (incorporated by reference to Exhibit 10.20 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.21#		Equity Kicker and Registration Rights Agreement dated as of December 26, 2025, between the Registrant and Maximcash Solutions LLC (incorporated by reference to Exhibit 10.21 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.22#		IPO Acceleration and Mandatory Prepayment Agreement dated as of December 26, 2025, between the Registrant and Maximcash Solutions LLC (incorporated by reference to Exhibit 10.22 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.23		Subordination Agreement to Loan and Security Agreement dated as of December 26, 2025, among the Registrant, Western Alliance Bank and Maximcash Solutions LLC (incorporated by reference to Exhibit 10.23 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.24		Forbearance and Fourth Amendment to Loan and Security Agreement dated as of December 29, 2025, between the Registrant and Western Alliance Bank (incorporated by reference to Exhibit 10.24 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.25		Convertible Note and Warrant Purchase Agreement dated as of March 13, 2026, between the Registrant and NCH Ventures, LLC (incorporated by reference to Exhibit 10.25 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.26		Convertible Promissory Note dated as of March 13, 2026, between the Registrant and NCH Ventures, LLC (incorporated by reference to Exhibit 10.26 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.27		Common Stock Purchase Warrant dated as of March 13, 2026, between the Registrant and NCH Ventures, LLC (incorporated by reference to Exhibit 10.27 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.28		Investor Rights Agreement dated as of March 13, 2026, between the Registrant and NCH Ventures, LLC (incorporated by reference to Exhibit 10.28 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.29		Subordination Agreement to Loan and Security Agreement dated as of March 13, 2026, among the Registrant, Western Alliance Bank and NCH Ventures, LLC (incorporated by reference to Exhibit 10.29 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.30		Fifth Amendment to Loan and Security Agreement dated as of March 13, 2026, between the Registrant and Western Alliance Bank (incorporated by reference to Exhibit 10.30 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.31		Business Term Loan Agreement dated as of December 23, 2025, between the Registrant and Neolync Holdings Ltd (incorporated by reference to Exhibit 10.31 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).

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Exhibit No.		Description

10.32		Simple Agreement for Future Equity dated as of April 5, 2025, between the Registrant and Neolync Holdings Ltd (incorporated by reference to Exhibit 10.32 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.33		Amendment No. 1 to Neolync Holdings Ltd Simple Agreement for Future Equity dated as of March 9, 2026, between the Registrant and Neolync Holdings Ltd (incorporated by reference to Exhibit 10.33 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.34		Simple Agreement for Future Equity dated as of August 1, 2025, between the Registrant and Neolync Holdings Ltd (incorporated by reference to Exhibit 10.34 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.35		Amendment No. 1 to Neolync Holdings Ltd Simple Agreement for Future Equity dated as of March 9, 2026, between the Registrant and Neolync Holdings Ltd (incorporated by reference to Exhibit 10.35 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.36		Simple Agreement for Future Equity dated as of December 1, 2025, between the Registrant and Paeonia Capital Pte. Ltd (incorporated by reference to Exhibit 10.36 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.37		Amendment No. 1 to Paeonia Capital Pte. Ltd. Simple Agreement for Future Equity dated as of April 1, 2026, between the Registrant and Paeonia Capital Pte. Ltd (incorporated by reference to Exhibit 10.37 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.38		Simple Agreement for Future Equity dated as of December 1, 2025, between the Registrant and Stephen and Doreen Hung Trust (incorporated by reference to Exhibit 10.38 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.39		Amendment No. 1 to Stephen and Doreen Hung Trust Simple Agreement for Future Equity dated as of April 1, 2026, between the Registrant and Stephen and Doreen Hung Trust (incorporated by reference to Exhibit 10.39 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.40		Amendment No. 2 to Letter Agreement dated as of April 15, 2026, between the Registrant and Neolync Holdings Ltd (incorporated by reference to Exhibit 10.40 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.41		Amendment No. 3 to Letter Agreement dated as of April 23, 2026, between the Registrant and Neolync Holdings Ltd (incorporated by reference to Exhibit 10.41 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.42#		Amendment No. 2 to Irrevocable Standby Letter of Credit dated as of May 6, 2026, among the Registrant, Neolync Electronics Private Limited, HSBC Bank USA, N.A. and Western Alliance Bank (incorporated by reference to Exhibit 10.42 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.43#		Subordination Agreement to Loan and Security Agreement dated as of April 30, 2026, among the Registrant, Western Alliance Bank and Evergreen Capital Management, LLC (incorporated by reference to Exhibit 10.43 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.44		Note and Warrant Purchase Agreement dated as of April 30, 2026, between the Registrant and Evergreen Capital Management, LLC (incorporated by reference to Exhibit 10.44 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.45		First Amendment to Note and Warrant Purchase Agreement dated as of May 6, 2026, between the Registrant and Evergreen Capital Management, LLC (incorporated by reference to Exhibit 10.45 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.46		Senior Secured Convertible Promissory Note dated as of April 30, 2026, between the Registrant and Evergreen Capital Management, LLC (incorporated by reference to Exhibit 10.46 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.47		Common Stock Purchase Warrant dated as of April 30, 2026, between the Registrant and Evergreen Capital Management, LLC (incorporated by reference to Exhibit 10.47 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.48		Security Agreement dated as of April 30, 2026, between the Registrant and Evergreen Capital Management, LLC (incorporated by reference to Exhibit 10.48 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.49		Senior Secured Convertible Promissory Note dated as of May 6, 2026, between the Registrant and Evergreen Capital Management, LLC (incorporated by reference to Exhibit 10.49 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).

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Exhibit No.		Description

10.50		Common Stock Purchase Warrant dated as of May 6, 2026, between the Registrant and Evergreen Capital Management, LLC (incorporated by reference to Exhibit 10.50 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.51		Reaffirmation and Joinder of Security Agreement dated as of May 6, 2026, between the Registrant and Evergreen Capital Management, LLC (incorporated by reference to Exhibit 10.51 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.52#		Loan Maturity Extension and Modification Agreement dated as of May 6, 2026, between the Registrant and Western Alliance Bank (incorporated by reference to Exhibit 10.52 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.53#		Loan Maturity Extension and Modification Agreement dated as of April 28, 2026, between the Registrant and Western Alliance Bank (incorporated by reference to Exhibit 10.53 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.54		Sixth Amendment to Loan and Security Agreement dated as of April 30, 2026, between the Registrant and Western Alliance Bank (incorporated by reference to Exhibit 10.54 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.55		Second Amendment to Note and Warrant Purchase Agreement dated as of May 8, 2026, between the Registrant and Evergreen Capital Management, LLC (incorporated by reference to Exhibit 10.55 of the Registrant's Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026).
10.56		Amendment No. 3 to Executive Employment Agreement, dated as of May 18, 2026, by and between the Registrant and Brandon Torres Declet (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed with the SEC on May 20, 2026).
10.57#		Confidential Side Letter Agreement, dated as of May 18, 2026, by and between the Registrant and Evergreen Capital Management, LLC (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed with the SEC on June 22, 2026).
31.1*		Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Filed herewith.

+	Indicates management contract or compensatory plan.

#	Certain confidential information - identified by a bracketed asterisk "[*]" - has been omitted from this exhibit pursuant to Item 601(b)(10) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of an unredacted copy to the SEC upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Exyn Technologies, Inc.


Date: August 19, 2026	By:	/s/ Benjamin Rigg Williams
		Benjamin Rigg Williams
		Interim Chief Executive Officer
		(Principal Executive Officer)

Date: August 19, 2026	By:	/s/ Pedro Ricardo Sotelo
		Pedro Ricardo Sotelo
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Exhibit 31.1

Management Certification Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Benjamin Rigg Williams, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Exyn Technologies, Inc. (the "registrant");

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 19, 2026

/s/ Benjamin Rigg Williams
Benjamin Rigg Williams
Interim Chief Executive Officer
(Principal Executive Officer)

Exhibit 31.2

Management Certification Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Pedro Ricardo Sotelo, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Exyn Technologies, Inc. (the "registrant");

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 19, 2026

/s/ Pedro Ricardo Sotelo
Pedro Ricardo Sotelo
Chief Financial Officer
(Principal Financial and Accounting Officer)

Exhibit 32.1

Certification of CEO and CFO Pursuant to

18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Exyn Technologies, Inc. (the "Company") on Form 10-Q/A for the period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 19, 2026

/s/ Benjamin Rigg Williams
Benjamin Rigg Williams
Interim Chief Executive Officer
(Principal Executive Officer)

/s/ Pedro Ricardo Sotelo
Pedro Ricardo Sotelo
Chief Financial Officer
(Principal Financial Officer)

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