{"url_path":"/sec/msn/10-k/2026/item-8","section_key":"item-8","section_title":"Item 8 **","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/32621/0001437749-26-021828-index.html","accession_number":"0001437749-26-021828","cik":"0000032621","ticker":"MSN","issuer_name":"EMERSON RADIO CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/32621/0001437749-26-021828-index.html","primary_entity_key":"0000032621","primary_entity_name":"EMERSON RADIO CORP"},"word_count":16035,"has_tables":true,"body_markdown":"**Item 8.**\n\n**FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA******\n\n \n\n**Index to Consolidated Financial Statements**\n\n \n\n \n \n \n \n\n**Page**\n\n**No.** \n\n \n \n \n \n \n\n \n \n\n[Report of Independent Registered Public Accounting Firm](#report) (Grassi & Co., CPAs, P.C., NY PCAOB firm ID 606)\n\n \n\n[28](#report)\n\n \n \n \n \n \n\n \n \n\n[Consolidated Statements of Operations for the years ended March 31, 2026 and 2025](#income)\n\n \n\n[29](#income)\n\n \n \n \n \n \n\n \n \n\n[Consolidated Balance Sheets as of March 31, 2026 and 2025](#bs)\n\n \n\n[30](#bs)\n\n \n \n \n \n \n\n \n \n\n[Consolidated Statements of Changes in Shareholders’ Equity for the years ended March 31, 2026 and 2025](#she)\n\n \n\n[31](#she)\n\n \n \n \n \n \n\n \n \n\n[Consolidated Statements of Cash Flows for the years ended March 31, 2026 and 2025](#cfs)\n\n \n\n[32](#cfs)\n\n \n \n \n \n \n\n \n \n\n[Notes to Consolidated Financial Statements](#notes)\n\n \n\n[33](#notes)\n\n \n\n27\n\n[Table of Contents](#toc)\n\n \n\n**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n \n\nTo: the Board of Directors and Stockholders\n\nof Emerson Radio Corp. and Subsidiaries\n\n \n\n**Opinion on the Consolidated Financial Statements**\n\n \n\nWe have audited the accompanying consolidated balance sheets of Emerson Radio Corp. and Subsidiaries (the “Company”) as of March 31, 2026 and 2025, and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for each of the two years in the period ended March 31, 2026 and March 31, 2025, and the related notes (collectively referred to as the \"consolidated financial statements\"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026, and the results of their operations and its cash flows for each of the two years in the period ended March 31, 2026, in conformity with accounting principles generally accepted in the United States of America.\n\n \n\n**Basis for Opinion**\n\n \n\nThese consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\n \n\n**Critical audit matters**\n\n \n\nThe critical audit matters communicated are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved are especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements.\n\n \n\nWe determined that there are no critical audit matters.\n\n \n\n \n\n/s/ GRASSI & CO., CPAs, P.C.\n\n \n\nWe have served as the Company’s auditor since 2024.\n\n \n\nJericho, New York\n\nJune 26, 2026\n\n \n\n28\n\n[Table of Contents](#toc)\n\n \n\n[Table of Contents](#toc)\n\n \n\n \n\n**EMERSON RADIO CORP. AND SUBSIDIARIES**\n\n**CONSOLIDATED STATEMENTS OF OPERATIONS**\n\n**For The Years Ended March 31, 2026 and 2025**\n\n**(In thousands, except per share data)**\n\n \n\n \n \n\n**2026**\n\n \n \n\n**2025**\n\n \n\n**Net revenues:**\n\n \n \n \n** **\n \n \n \n** **\n\nNet product sales\n\n \n$\n5,924\n \n \n$\n10,449\n \n\nLicensing revenue\n\n \n \n386\n \n \n \n336\n \n\nNet revenues\n\n \n \n6,310\n \n \n \n10,785\n \n\n**Costs and expenses:**\n\n \n \n \n** **\n \n \n \n** **\n\nCost of sales\n\n \n \n6,216\n \n \n \n9,884\n \n\nSelling, general and administrative expenses\n\n \n \n4,964\n \n \n \n6,516\n \n\nTotal cost of sales and SG&A\n\n \n \n11,180\n \n \n \n16,400\n \n\n**Operating loss**\n\n \n \n(4,870\n)\n \n \n(5,615\n)\n\n**Other income:**\n\n \n \n \n** **\n \n \n \n** **\n\nInterest income, net\n\n \n \n570\n \n \n \n887\n \n\n**(Loss) before income taxes**\n\n \n \n(4,300\n)\n \n \n(4,728\n)\n\nProvision for income tax expense\n\n \n \n—\n \n \n \n3\n \n\n**Net (loss)**\n\n \n$\n(4,300\n)\n \n$\n(4,731\n)\n\n \n \n \n \n \n \n \n \n \n\n**Basic (loss) per share**\n\n \n$\n(0.20\n)\n \n$\n(0.22\n)\n\n**Diluted (loss) per share**\n\n \n$\n(0.20\n)\n \n$\n(0.22\n)\n\n**Weighted average shares outstanding**\n\n \n \n \n** **\n \n \n \n** **\n\nBasic\n\n \n \n21,042,652\n \n \n \n21,042,652\n \n\nDiluted\n\n \n \n21,042,652\n \n \n \n21,042,652\n \n\n \n\n \n\nThe accompanying notes are an integral part of the consolidated financial statements.\n\n \n\n29\n\n[Table of Contents](#toc)\n\n \n\n \n\n**EMERSON RADIO CORP. AND SUBSIDIARIES**\n\n**CONSOLIDATED BALANCE SHEETS**\n\n**As of March 31, 2026 and 2025**\n\n**(In thousands)**\n\n \n\n  \n**March 31, 2026**\n  \n**March 31, 2025**\n \n\n**ASSETS**\n   ** **   ** **\n\nCurrent Assets:\n        \n\nCash and cash equivalents\n $9,194  $1,186 \n\nShort term investments\n  3,138   14,868 \n\nAccounts receivable, net\n  1,293   1,499 \n\nLicensing receivable\n  106   42 \n\nInventory\n  4,128   4,909 \n\nPrepaid purchases\n  74   43 \n\nPrepaid expenses and other current assets\n  194   247 \n\nTotal Current Assets\n  18,127   22,794 \n\nNon-Current Assets:\n        \n\nProperty and equipment, net\n  129   211 \n\nRight-of-use asset-operating leases\n  300   443 \n\nRight-of-use asset-finance leases\n  4   6 \n\nOther assets\n  76   76 \n\nTotal Non-Current Assets\n  509   736 \n\nTotal Assets\n $18,636  $23,530 \n\n**LIABILITIES AND SHAREHOLDERS’ EQUITY**\n   ** **   ** **\n\nCurrent Liabilities:\n        \n\nAccounts payable and other current liabilities\n  1,111   808 \n\nDue to affiliate\n  1   1 \n\nShort-term operating lease liability\n  162   136 \n\nShort-term finance lease liability\n  1   1 \n\nIncome tax payable, current portion\n  5   668 \n\nDeferred revenue\n  —   96 \n\nTotal Current Liabilities\n  1,280   1,710 \n\nNon-Current Liabilities:\n        \n\nLong-term operating lease liability\n  158   321 \n\nLong-term finance lease liability\n  4   5 \n\nTotal Non-Current Liabilities\n  162   326 \n\nTotal Liabilities\n $1,442  $2,036 \n\nShareholders’ Equity:\n        \n\nSeries A Preferred shares — 10,000,000 shares authorized; 3,677 shares issued and outstanding; liquidation preference of $3,677,000\n  3,310   3,310 \n\nCommon shares — $0.01 par value, 75,000,000 shares authorized; 52,965,797 shares issued at March 31, 2026 and 2025, respectively; 21,042,652 shares outstanding at March 31, 2026 and 2025, respectively\n  529   529 \n\nAdditional paid-in capital\n  79,792   79,792 \n\nAccumulated deficit\n  (33,236)  (28,936)\n\nTreasury stock, at cost (31,923,145 shares at March 31, 2026 and 2025, respectively)\n  (33,201)  (33,201)\n\nTotal Shareholders’ Equity\n  17,194   21,494 \n\nTotal Liabilities and Shareholders’ Equity\n $18,636  $23,530 \n\n \n\n \n\nThe accompanying notes are an integral part of the consolidated financial statements.\n\n \n\n30\n\n[Table of Contents](#toc)\n\n \n\n \n\n**EMERSON RADIO CORP. AND** **SUBSIDIARIES**\n\n**CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS**’**EQUITY**\n\n**For The Years Ended March 31, 2026 and 2025**\n\n**(In thousands)**\n\n \n\n \n \n\n**Preferred Stock**\n\n \n \n\n**Common Stock**\n\n \n \n\n**Additional**\n\n \n \n \n* *\n** **\n \n \n* *\n** **\n \n\n**Total**\n\n \n\n \n \n\n**Number**\n\n \n \n\n**Preferred**\n\n \n \n\n**Number**\n\n \n \n\n**Par**\n\n \n \n\n**Paid-In**\n\n \n \n\n**Accumulated**\n\n \n \n\n**Treasury**\n\n \n \n\n**Shareholders’**\n\n \n\n \n \n\n**of Shares**\n\n \n \n\n**Value**\n\n \n \n\n**of Shares**\n\n \n \n\n**Value**\n\n \n \n\n**Capital**\n\n \n \n\n**Deficit**\n\n \n \n\n**Stock**\n\n \n \n\n**Equity**\n\n \n\nBalance — March 31, 2024\n\n \n \n3,677\n \n \n$\n3,310\n \n \n \n52,965,797\n \n \n$\n529\n \n \n$\n79,792\n \n \n$\n(24,205\n)\n \n$\n(33,201\n)\n \n$\n26,225\n \n\nNet income\n\n \n \n*—*\n \n \n \n—\n \n \n \n*—*\n \n \n \n—\n \n \n \n—\n \n \n \n(4,731\n)\n \n \n—\n \n \n \n(4,731\n)\n\nBalance — March 31, 2025\n\n \n \n3,677\n \n \n$\n3,310\n \n \n \n52,965,797\n \n \n$\n529\n \n \n$\n79,792\n \n \n$\n(28,936\n)\n \n$\n(33,201\n)\n \n$\n21,494\n \n\nNet loss\n\n \n \n*—*\n \n \n \n—\n \n \n \n*—*\n \n \n \n—\n \n \n \n—\n \n \n \n(4,300\n)\n \n \n—\n \n \n \n(4,300\n)\n\nBalance — March 31, 2026\n\n \n \n3,677\n \n \n$\n3,310\n \n \n \n52,965,797\n \n \n$\n529\n \n \n$\n79,792\n \n \n$\n(33,236\n)\n \n$\n(33,201\n)\n \n$\n17,194\n \n\n \n\n \n\nThe accompanying notes are an integral part of the consolidated financial statements\n\n \n\n31\n\n[Table of Contents](#toc)\n\n \n\n \n\n**EMERSON RADIO CORP. AND SUBSIDIARIES**\n\n**CONSOLIDATED STATEMENTS OF CASH FLOWS**\n\n**For The Years Ended March 31, 2026 and 2025**\n\n \n\n \n \n\n**2026**\n\n \n \n\n**2025**\n\n \n\n \n \n\n**(In thousands)**\n\n \n\n**Cash Flows from Operating Activities:**\n\n \n \n \n** **\n \n \n \n** **\n\nNet (loss)\n\n \n$\n(4,300\n)\n \n$\n(4,731\n)\n\nAdjustments to reconcile net loss to net cash (used in) operating activities:\n\n \n \n \n \n \n \n \n \n\nNon-cash lease expense\n\n \n \n146\n \n \n \n152\n \n\nDepreciation and amortization\n\n \n \n82\n \n \n \n79\n \n\n           Non-cash reserve charges\n\n \n \n(1,100\n)\n \n \n1,106\n \n\nChanges in assets and liabilities:\n\n \n \n \n \n \n \n \n \n\nAccounts receivable\n\n \n \n1,306\n \n \n \n(1,262\n)\n\nLicensing receivable\n\n \n \n(64\n)\n \n \n(5\n)\n\nInventory\n\n \n \n781\n \n \n \n2,044\n \n\nPrepaid purchases\n\n \n \n(31\n)\n \n \n64\n \n\nPrepaid expenses and other current assets\n\n \n \n53\n \n \n \n27\n \n\nOther assets\n\n \n \n—\n \n \n \n8\n \n\nAccounts payable and other current liabilities\n\n \n \n303\n \n \n \n(350\n)\n\nRight of use assets-operating\n\n \n \n—\n \n \n \n(313\n)\n\nRight of use assets-finance\n\n \n \n—\n \n \n \n(6\n)\n\nShort term lease liabilities\n\n \n \n26\n \n \n \n43\n \n\nLong term lease liabilities\n\n \n \n(163\n)\n \n \n123\n \n\nIncome taxes payable\n\n \n \n(663\n)\n \n \n(531\n)\n\nDeferred revenue\n\n \n \n(96\n)\n \n \n(95\n)\n\nNet cash (used in) operating activities\n\n \n \n(3,720\n)\n \n \n(3,647\n)\n\n**Cash Flows From Investing Activities:**\n\n \n \n \n** **\n \n \n \n** **\n\nProceeds from sale of short-term investments\n\n \n \n20,809\n \n \n \n1,409\n \n\nPurchases of short-term investments\n\n \n \n(9,080\n)\n \n \n(16,277\n)\n\nAdditions to property and equipment\n\n \n \n—\n \n \n \n(195\n)\n\nNet cash provided by (used in) investing activities\n\n \n \n11,729\n \n \n \n(15,063\n)\n\n**Cash Flows from Financing Activities:**\n\n \n \n \n** **\n \n \n \n** **\n\nShort term finance liability\n\n \n \n—\n \n \n \n1\n \n\nLong term finance liability\n\n \n \n(1\n)\n \n \n5\n \n\nNet cash (used in) provided by financing activities\n\n \n \n(1\n)\n \n \n6\n \n\nNet increase (decrease) in cash and cash equivalents\n\n \n \n8,008\n \n \n \n(18,704\n)\n\nCash and cash equivalents at beginning of the year\n\n \n \n1,186\n \n \n \n19,890\n \n\nCash and cash equivalents at end of the year\n\n \n$\n9,194\n \n \n$\n1,186\n \n\n**Supplemental disclosure of non-cash investing and financing activities:**\n\n \n \n \n \n \n \n \n \n\nRight-of-use assets obtained in exchange for new operating lease liabilities\n\n \n$\n—\n \n \n$\n313\n \n\nRight-of-use assets obtained in exchange for new finance lease liabilities\n\n \n$\n—\n \n \n$\n6\n \n\n**Supplemental disclosures:**\n\n \n \n \n** **\n \n \n \n** **\n\nCash paid for:\n\n \n \n \n \n \n \n \n \n\nInterest\n\n \n$\n15\n \n \n$\n9\n \n\nIncome taxes\n\n \n$\n676\n \n \n$\n535\n \n\n \n\n \n\nThe accompanying notes are an integral part of the consolidated financial statements\n\n \n\n32\n\n[Table of Contents](#toc)\n\n \n\n**EMERSON RADIO CORP. AND SUBSIDIARIES**\n\n \n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n \n\n**NOTE 1**—**SIGNIFICANT ACCOUNTING POLICIES:**\n\n \n\n****\n\n**Description of the Business**\n\n \n\nThe consolidated financial statements include the accounts of Emerson Radio Corp. (“Emerson”, consolidated — the “Company”), and its subsidiaries. The Company designs, sources, imports and markets a variety of houseware and consumer electronic products, and licenses the Emerson trademark for a variety of products domestically and internationally.\n\n \n\n****\n\n**Basis of Presentation and Principals of Consolidation**\n\n \n\nIt is the Company’s policy to prepare its consolidated financial statements in conformity with accounting principles generally accepted in the United States (“US GAAP”). The consolidated financial statements include the accounts of the Company and its wholly-owned or controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated in the consolidation.\n\n \n\n****\n\n**Use of Estimates**\n\n \n\nThe preparation of the Company's financial statements requires management to make estimates and judgements which affect the reported amounts of assets, liabilities, revenues and expenses. Management considers certain accounting policies related to inventory, trade accounts receivables, impairment of long-lived assets, valuation of deferred tax assets, sales return reserves and sales allowance accruals to be critical policies due to the estimation processes involved in each. Actual results could differ from those estimates.\n\n \n\n****\n\n**Cash and Cash Equivalents**\n\n \n\nHighly liquid investments with original maturities of *90* days or less at the time of purchase are considered to be cash equivalents.\n\n \n\n****\n\n**Fair Values of Financial Instruments**\n\n \n\nThe carrying amounts for cash and cash equivalents, trade accounts receivable, accounts payable and accrued liabilities approximate fair value due to the short-term maturity of these financial instruments.\n\n \n\n****\n\n**Long-Lived Assets**\n\n \n\nThe Company’s long-lived assets include property and equipment and right of use assets. At *March 31, 2026*, the Company had approximately $129,000 of property and equipment, net of accumulated depreciation. At *March 31, 2026*, the Company's right of use assets were approximately $304,000. The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset *may**not* be recoverable in accordance with ASC Topics *350* “Intangibles” and *360* “Property, Plant and Equipment”. The recoverability of assets held and used is measured by a comparison of the carrying amount of the asset to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Future events could cause the Company to conclude that impairment indicators exist and that long-lived assets *may*be impaired. If impairment is deemed to exist, the asset will be written down to fair value. Any such impairment loss could have a material adverse impact on the Company’s financial condition and results of operations.\n\n \n\n****\n\n**Property and Equipment**\n\n \n\nProperty and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets being depreciated. The cost of maintenance and repairs is charged to expense as incurred. Significant renewals and betterments are capitalized and depreciated over the remaining estimated useful lives of the related assets. At time of disposal, the cost and related accumulated depreciation are removed from the Company’s records and the difference between net carrying value of the asset and the sale proceeds is recorded as a gain or loss.\n\n \n\n*33*\n\n[Table of Contents](#toc)\n\n \n\nDepreciation of property and equipment is provided by the straight-line method as follows:\n\n \n\n•      Computer, Equipment and Software\n \nThree years to seven years\n\n•      Furniture and Fixtures\n \nSeven years\n\n•      Molds\n \nThree years\n\n \n\n****\n\n**Revenue Recognition**\n\n \n\n*Distribution of products*\n\n \n\n**Revenue recognition****:** Sales to customers and related cost of sales are primarily recognized at the point in time when control of goods transfers to the customer. The Company recognizes revenues at the time title passes to the customer as this is when the Company satisfies its performance obligation under the contracts with its customers. Under the Direct Import Program, title passes in the country of origin. Under the Domestic Program, title passes primarily at the time of shipment. Estimates for future expected returns are based upon historical return rates and netted against revenues.\n\n \n\nRevenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. Revenue is recorded net of customer discounts, promotional allowances, volume rebates and similar charges. When the Company offers the right to return product, historical experience is utilized to establish a liability for the estimate of expected returns. Sales and other tax amounts collected from customers for remittance to governmental authorities are excluded from revenue.\n\n \n\nManagement must make estimates of potential future product returns related to current period product revenue. Management analyzes historical returns, current economic trends and changes in customer demand for the Company’s products when evaluating the adequacy of the reserve for sales returns. Management judgments and estimates must be made and used in connection with establishing the sales return reserves in any accounting period. Additional reserves *may*be required if actual sales returns increase above the historical return rates. Conversely, the sales return reserve could be decreased if the actual return rates are less than the historical return rates, which were used to establish the reserve.\n\n \n\nThe Company adopted ASC topic *606,* \"Revenue from Contracts with Customers\" (\"ASC *606\"*). Sales allowances, marketing support programs, promotions and other volume-based incentives which are provided to retailers and distributors are accounted for on an accrual basis as a reduction to net revenues in the period in which the related sales are recognized. Prior to the adoption of ASC *606,* the Company followed the provisions of ASC topic *605,* \"Revenue Recognition\" (\"ASC *605\"*). The adoption of ASC *606* did *not* have a material impact on revenue recognition as compared to revenue recognition provided under ASC *605.*\n\n \n\nIf additional marketing support programs, promotions and other volume-based incentives are required to promote the Company’s products subsequent to the initial sale, then additional reserves *may*be required and are accrued for when such support is offered.\n\n \n\nThe Company offers limited warranties for its consumer electronics, comparable to those offered to consumers by the Company’s competitors in the United States. Such warranties typically consist of a one year period for microwaves and a 90 day period for audio products, under which the Company pays for labor and parts, or offers a new or similar unit in exchange for a non-performing unit.\n\n \n\n**Licensing**\n\n \n\nThe Company grants licenses for the right to access the Company’s intellectual property, specifically the Company’s trademarks, for a stated term for the manufacture and/or sale of consumer electronics and other products under agreements which require payment of either (i) a non-refundable minimum guaranteed royalty or, (ii) the greater of the actual royalties due (based on a contractual calculation, normally comprised of actual product sales by the licensee multiplied by a stated royalty rate, or “Sales Royalties”) or a minimum guaranteed royalty amount. In the case of (i), such amounts are recognized as revenue on a straight-line basis over the term of the license agreement. In the case of (ii), Sales Royalties in excess of guaranteed minimums are accounted for as variable fees and are *not* recognized as revenue until the Company has ascertained that the licensee’s sales of products have exceeded the guaranteed minimum. In effect, the Company recognizes the greater of Sales Royalties earned to date or the over-time amount of minimum guaranteed royalties to date. In the case where a royalty is paid to the Company in advance, the royalty payment is initially recorded as deferred revenue on the consolidated balance sheets and recognized as revenue as the royalties are deemed to be earned according to the principles outlined above. As of *March 31, 2026,*the Company recorded deferred revenue of nil as compared to approximately $96,000 as of *March 31, 2025 *and approximately $191,000 as of *March 31, 2024 *on its condensed consolidated balance sheets. All of the deferred revenue for the periods presented are related to licensing revenue.\n\n \n\n**Disaggregation of Revenue**\n\n \n\n**Disaggregation of revenue (in 000's)**\n \n**2026**\n  \n**2025**\n \n\n         \n\n**Net revenues by type:**\n   ** **   ** **\n\nNet product sales\n $5,924  $10,449 \n\nLicensing revenue\n  386   336 \n\nTotal:\n  6,310   10,785 \n\n         \n\n**Net revenues by customers: (over 10%)**\n   ** **   ** **\n\nAmazon.com\n $2,656  $4,156 \n\nFred Meyer\n  839   — \n\nWalmart\n  —   3,322 \n\nTotal:\n $3,495  $7,478 \n\n   \n\n*34*\n\n[Table of Contents](#toc)\n\n \n\n****\n\n**Inventory****\n\n \n\nInventory is valued at the lower of cost or net realizable value. Cost is determined using the *first*-in, *first*-out basis and includes inventory purchase costs and allocated overhead. The Company records valuation adjustments for the excess cost of inventory over the estimated net realizable value. Valuation adjustments for slow-moving and obsolete inventory are calculated on an individual product basis based on physical inspection of the product in connection with a physical inventory, review of slow-moving products, forecasted sales, and consideration of active marketing programs.\n\n \n\n****\n\n**Accounts Receivable, net**\n\n \n\nThe Company extends credit based upon evaluations of a customer’s financial condition and provides for any anticipated credit losses in the Company’s financial statements based upon management’s estimates and ongoing reviews of recorded allowances. Credit is extended for periods between *30* and *150* days, on a net basis. If the financial condition of a customer deteriorates, resulting in an impairment of that customer’s ability to make payments, additional reserves *may*be required. Conversely, reserves are reduced to reflect credit and collection improvements. Receivables are written off once they are considered uncollectible. The accounts receivable balance on a net basis was approximately $1,293,000 as of *March 31, 2026 *as compared to approximately $1,499,000 as of *March 31, 2025 *and approximately $1,343,000 as of *March 31, 2024.*The allowance for credit losses decreased approximately $1,100,000 for the year ended *March 31, 2026* and increased by $1,082,000 for the year ended *March 31, 2025*. As of *March 31, 2026*, Amazon and Fred Meyer accounted for 64% and 20%, respectively, of the Company’s total trade accounts receivable, net of specific reserves. As of *March 31, 2025*, Amazon and Variety Wholesalers accounted for approximately 59% and 19%, respectively, of the Company’s total trade accounts receivable, net of specific reserves. *No* other customer accounted for more than *10%* of the Company’s total trade accounts receivable, net of specific reserves, as of *March 31, 2026* or *March 31, 2025*. \n\n \n\nAccounts receivable roll-forward:\n\n \n\n  \n**As of March 31,**\n \n\n  \n**2026**\n  \n**2025**\n  \n**2024**\n \n\nTrade receivables\n $1,300  $2,606  $1,368 \n\nAllowance for credit losses\n  (7)  (1,107)  (25)\n\nAccounts receivable, net\n $1,293  $1,499  $1,343 \n\n \n\nAccounts receivables deemed uncollectible are charged against the allowance for credit losses when identified:\n\n \n\n  \n**As of March 31,**\n \n\n  \n**2026**\n  \n**2025**\n \n\nOpening balance\n $(1,107) $(25)\n\nReserve adjustment\n  1,100   (1,082)\n\nAllowance for credit losses\n $(7) $(1,107)\n\n \n\n****\n\n**Cost of Sales**\n\n \n\nCost of sales includes actual product cost, quality control costs, duty, buying costs, the cost of transportation to the Company’s *third* party logistics providers’ warehouse from its manufacturers and warehousing costs.\n\n \n\n****\n\n**Selling, General and Administrative Expenses**\n\n \n\nSelling, general and administrative expenses include all operating costs of the Company that are *not* directly related to the cost of procuring product or costs *not* included in other operating costs and expenses.\n\n \n\n****\n\n**Sales Return Reserves**\n\n \n\nManagement must make estimates of potential future product returns related to current period product revenue. Management analyzes historical returns, current economic trends and changes in customer demand for the Company’s products when evaluating the adequacy of the reserve for sales returns. Management judgments and estimates must be made and used in connection with establishing the sales return reserves in any accounting period. Additional reserves *may*be required if actual sales returns increase above the historical return rates. Conversely, the sales return reserve could be decreased if the actual return rates are less than the historical return rates, which were used to establish the reserve. At *March 31, 2026* the sales return reserve balance was approximately $57,000 as compared to approximately $70,000 as of *March 31, 2025*, a decrease of $13,000 during fiscal *2026*. At *March 31, 2025*, the sales return reserve balance was approximately $70,000 as compared to approximately $67,000 as of *March 31,**2024*, an increase of $3,000 during fiscal *2025*.\n\n \n\n****\n\n**Foreign Currency**\n\n \n\nThe assets and liabilities of foreign subsidiaries, whose functional currencies are other than the United States Dollar, have been translated at current exchange rates, and related revenues and expenses have been translated at average rates of exchange in effect during the year. Related translation adjustments are reported as a separate component of shareholders’ equity. Losses and gains resulting from foreign currency transactions are included in the results of operations.\n\n \n\nThe Company generally does *not* enter into foreign currency exchange contracts to hedge its exposures related to foreign currency fluctuations and there were *no* foreign exchange forward contracts held by the Company at *March 31, 2026* or *March 31, 2025*.\n\n \n\n****\n\n**Advertising Expenses**\n\n \n\nAdvertising expenses are charged against earnings as incurred and are included in selling, general and administrative expenses. The Company incurred approximately $234,000 of advertising expenses during fiscal *2026* and approximately $165,000 during fiscal *2025*.\n\n \n\n****\n\n**Sales Allowance and Marketing Support Expenses**\n\n \n\nSales allowances, marketing support programs, promotions and other volume-based incentives which are provided to retailers and distributors are accounted for on an accrual basis as a reduction to net revenues in the period in which the related sales are recognized in accordance with ASC *606.*\n\n \n\n*35*\n\n[Table of Contents](#toc)\n\n \n\nAt the time of sale, the Company reduces recognized gross revenue by allowances to cover, in addition to estimated sales returns as required by ASC *606,* (i) sales incentives offered to customers that meet the criteria for accrual and (ii) an estimated amount to recognize additional non-offered deductions it anticipates and can reasonably estimate will be taken by customers which it does *not* expect to recover. Accruals for the estimated amount of future non-offered deductions are required to be made as contra-revenue items because that percentage of shipped revenue fails to meet the collectability criteria within ASC *606.*\n\n \n\nIf additional marketing support programs, promotions and other volume-based incentives are required to promote the Company’s products subsequent to the initial sale, then additional reserves *may*be required and are accrued for when such support is offered.\n\n \n\nThe sales and marketing support accrual activity for fiscal *2026* and fiscal *2025* was as follows (in thousands):\n\n \n\n**Balance at March 31, 2024**\n $**153** \n\nadditions\n  864 \n\nusages\n  (805)\n\nadjustments\n  (38)\n\n**Balance at March 31, 2025**\n $**174** \n\nadditions\n  580 \n\nusages\n  (717)\n\nadjustments\n  146 \n\n**Balance at March 31, 2026**\n $**183** \n\n \n\n****\n\n**Interest income, net**\n\n \n\nThe Company records interest income as earned and interest expense as incurred. The net interest income for fiscal *2026* and *2025* consists of:\n\n \n\n         \n\n  \n**2026**\n  \n**2025**\n \n\n  \n**(In thousands)**\n \n\nInterest expense\n $(15) $(9)\n\nInterest income\n  585   896 \n\nInterest income, net\n $570  $887 \n\n \n\n****\n\n**Income Taxes**\n\n \n\nDeferred income taxes are recorded to account for the tax effects of differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets have been recorded net of an appropriate valuation allowance, to the extent management believes it is more likely than *not* that such assets will be realized. (See Note *5* “Income Taxes.”) Any tax penalties are recorded as part of selling, general and administrative expenses and any interest to which the Company is subject, is recorded as a part of income tax expense. Penalties and interest incurred during fiscal *2026* and fiscal *2025* were both nil.   \n\n \n\n****\n\n**Earnings Per Common Share**\n\n \n\nEarnings per common share are based upon the weighted average number of common and common equivalent shares outstanding. Outstanding stock options and warrants are treated as common stock equivalents when dilution results from their assumed exercise. As of *March 31, 2026* and *March 31, 2025*, the Company had *no* outstanding options or warrants.\n\n  \n\n*36*\n\n[Table of Contents](#toc)\n\n    \n\n****\n\n**Recently Adopted Accounting Pronouncements**\n\n \n\n**Accounting Standards Update 2025-05 Financial Instruments**—**Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets**\n\n \n\nIn *July 2025,*the Financial Accounting Standards Board (\"FASB\") issued Accounting Standards Update (\"ASU\") *2025*-*05,* which provides (*1*) all entities with a practical expedient and (*2*) entities other than public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic *606,* Revenue from Contracts with Customers. The practical expedient allows an entity to assume that, when estimating expected credit losses, current conditions as of the balance sheet date remain unchanged for the remaining life of the asset. The accounting policy election permits nonpublic entities that elect the practical expedient to also consider collection activity occurring after the balance sheet date when estimating expected credit losses. The standard is effective for fiscal years beginning after *December 15, 2025,*and for interim periods within those annual reporting periods. Early adoption is permitted. The Company has adopted ASU *2025*-*05* for the *three* and *nine* month periods ended *December 31, 2025.*The adoption did *not* have a material impact on its financial condition, results of operations or cash flows.\n\n \n\n**Accounting Standards Update 2023-09 Income Taxes (Topic 740)****:** **\"Improvements to Income Tax Disclosures\" Income Statement Expenses**\" **(Issued December** **2023)**\n\n \n\nIn *December 2023,*the FASB issued ASU *No.* *2023*-*09,* “Income Taxes (Topic *740*): Improvements to Income Tax Disclosures.” *ASU2023*-*09* requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU *2023*-*09* is effective for public entities with annual periods beginning after *December 15, 2024,*with early adoption permitted. The Company adopted ASU *2023*-*09* on a prospective basis effective *March 31, 2026. *Accordingly, the enhanced income tax disclosures are presented beginning in fiscal *2026* and prior disclosures have *not* been recast. The adoption of this guidance did *not* have an impact on the Company's consolidated results of operations, financial condition or cash flows, as the amendments relate solely to disclosure requirements.\n\n \n\n**Recent Accounting Pronouncements**\n\n \n\nThe following ASUs were issued by the FASB which relate to or could relate to the Company as concerns the Company’s normal ongoing operations or the industry in which the Company operates.\n\n \n\n**Accounting Standards Update 2024-03 Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures** **(Subtopic 220-40):** **\"Disaggregation of Income Statement Expenses**\" **(Issued November** **2024)**\n\n \n\nIn *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.” This ASU requires public business entities to disclose, for interim and annual reporting periods, additional information about certain income statement expense categories. The requirements are effective for fiscal years beginning after *December 15, 2026,*and for interim periods beginning after *December 15, 2027.*Entities are permitted to apply either the prospective or retrospective transition methods. The Company is currently evaluating the impact that the adoption of this ASU will have on its consolidated financial statements.\n\n \n\n \n\n**NOTE 2**—**INVENTORIES:**\n\n \n\nInventories are stated at the lower of cost or net realizable value. Cost is determined using the *first*-in, *first*-out method. As of *March 31, 2026* and *March 31, 2025*, inventories consisted exclusively of purchased finished goods. As of *March 31, 2026*, inventory was valued at approximately $4,128,000 which included a valuation reserve of approximately $343,000. As of *March 31, 2025*, inventory was valued at approximately $4,909,000 which included a valuation reserve of approximately $354,000.\n\n \n\n**NOTE 3**—**RELATED PARTY TRANSACTIONS:**\n\n \n\nFrom time to time, Emerson engages in business transactions with its controlling shareholder, Nimble, formerly known as The Grande Holdings Limited, and *one* or more of Nimble’s direct and indirect subsidiaries, or with entities related to the Company’s Chairman of the Board. Set forth below is a summary of such transactions.\n\n \n\n**Controlling Shareholder**\n\n \n\nS&T International Distribution Limited (“S&T”), which is a wholly owned subsidiary of Grande N.A.K.S. Ltd. (\"N.A.K.S\"), which is a wholly owned subsidiary of Nimble, collectively have, based on a Schedule *13D/A* filed with the SEC on *February 15, 2019,*the shared power to vote and direct the disposition of 15,243,283 shares, or approximately 72.4%, of the Company’s outstanding common stock as of *March 31, 2026*. Accordingly, the Company is a “controlled company” as defined in Section *801*(a) of the Company Guide.\n\n \n\n**Related Party Transactions**\n\n \n\n    **Charges of rental and utility fees on office space in Hong Kong**\n\n \n\nDuring fiscal *2026* and fiscal *2025*, the Company was billed approximately $130,000 and $138,000, respectively, for rental and utility fees from Vigers Appraisal and Consulting Ltd (“VACL”), which is a company related to the Company’s Chairman of the Board. The Company owed $802 to VACL related to rental charges as of *March 31, 2026* and $819 as of *March 31, 2025*.\n\n \n\nDuring fiscal *2026* and fiscal *2025*, the Company was billed nil and approximately $385, respectively, for its share of installation charges related to an air conditioning system, and purchase of protective materials for coronavirus from Vigers Strategic Services Ltd (“VSSL”), which is a company related to the Company’s Chairman of the Board. Vigers Strategic Services Ltd was formerly known as Lafe Strategic Services Ltd. The Company owed nil to VSSL related to these charges at *March 31, 2026* and *March 31, 2025*.\n\n \n\n**Charges** **for promotional items**\n\n \n\nDuring fiscal *2026* and *2025*, the Company purchased nil and approximately $30,000, respectively, of promotional items from The Whisky Capital Pte Ltd (\"TWCPL\"), which is a company related to the Company's Chairman. The Company owed nil to TWCPL related to these charges as at *March 31, 2026* and *March 31, 2025*.\n\n \n\n*37*\n\n[Table of Contents](#toc)\n\n  \n\n \n\n**NOTE 4**—**PROPERTY AND EQUIPMENT:**\n\n \n\nAs of *March 31, 2026*and *2025*, property and equipment is comprised of the following:\n\n \n\n         \n\n  \n**2026**\n  \n**2025**\n \n\n  \n**(In thousands)**\n \n\nComputer equipment and software\n $180  $190 \n\nFurniture and fixtures\n  10   10 \n\nAutos\n  163   163 \n\nMolds\n  130   130 \n\n   483   493 \n\nLess accumulated depreciation and amortization\n  (354)  (282)\n\nTotal property and equipment\n $129  $211 \n\n \n\nDepreciation of property and equipment amounted to approximately $83,000 and $78,000 for the *twelve* months ended *March 31, 2026*and *2025*, respectively. During fiscal *2026* and *2025*, the Company disposed of fully depreciated computer equipment of approximately $10,000 with no gain or loss on the disposal. \n\n  \n\n \n\n**NOTE 5**—**INCOME TAXES:**\n\n \n\nThe Company accounts for uncertain tax positions in accordance with the provisions of ASC Topic *740,* \"Accounting for Income Taxes\" (\"ASC *740\"*). When uncertain tax positions exist, the Company will recognize the tax benefit of tax positions to the extent that the benefit will more likely than *not* be realized. The determination as to whether the tax benefit will more likely than *not* be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of *March 31, 2026*, the Company does *not* believe it has any uncertain tax positions.\n\n \n\nIncome taxes are recorded in accordance with ASC *740,* which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. The Company determines its deferred tax assets and liabilities based on differences between financial reporting and tax bases of assets and liabilities, which are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than *not* some or all of the deferred tax assets will *not* be realized.\n\n \n\nAs of *March 31, 2026*, the Company had available net operating loss carryforwards to reduce federal and state income taxes of approximately $24.4 million and $25.5 million respectively. If *not* utilized, these carryforwards begin to expire in 2036. Of the federal net operating loss carryforwards at *March 31, 2026*, $24.4 million can be carried forward indefinitely. As of *March 31, 2025,*the Company had $2.2 million of foreign net operating loss carryforwards which do *not* expire.\n\n \n\nUtilization of the net operating loss and tax credit carryforwards *may*be subject to a substantial annual limitation due to ownership change limitations that have occurred previously or that could occur in the future, as provided by Section *382* of the Internal Revenue Code of *1986,* as amended, or the Code, or Section *382,* as well as similar state provisions and other provisions of the Code. Ownership changes *may*limit the amount of net operating losses and tax credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section *382,* occurs when there is greater than *50%* change in the ownership of stock among certain *5%* shareholders over a *three*-year period.\n\n \n\nThe Company is taxed as a C corporation for federal income tax purposes. Income taxes for the Company are recorded in accordance with ASC *740,* which provides for deferred taxes using an asset and liability approach. Income taxes have been calculated on a separate tax return basis.\n\n \n\nThe Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determined deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognized deferred tax assets to the extent that it believes that these assets are more likely than *not* to be realized. In making such a determination, the Company considers all positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and results of recent operations. If the Company determines that it would be able realize its deferred tax assets in the future in excess of their net recorded amount, it would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.\n\n \n\nThe Company records uncertain tax positions in accordance with ASC *740* on the basis of a *two*-step process in which (*1*) it determines whether it is more likely than *not* that the tax positions will be sustained on the basis of the technical merits of the position and (*2*) for those tax positions that meet the more-likely-than-*not* threshold, the Company recognizes the largest amount of tax benefit that is more than *50%* likely to be realized upon ultimate settlement with the related tax authority. \n\n \n\nThe Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations. As of *March**31,2026,* there were no interest or penalties to be accrued for. \n\n \n\n*38*\n\n[Table of Contents](#toc)\n\n \n\n**Improvements to income tax disclosures**\n\n \n\nIn *December 2023,*the financial, the FASB issued ASU *2023*-*09,* Income Taxes (Topic *740*) - Improvements to Income Tax Disclosures. The ASU enhances the transparency and decision usefulness of income tax disclosures by requiring additional disaggregation of information related to the effective tax rate reconciliation, income taxes paid and income tax expense and pretax income by jurisdiction. The Company adopted ASU *2023*-*09* on a prospective basis effective *March**31,2026.* Accordingly, the enhanced income tax disclosures are presented beginning in fiscal year *2026* and prior period disclosures have *not* been recast. The adoption of this guidance did *not* have an impact on the Company's consolidated results of operations, financial position or cash flows, as the amendments relate solely to disclosure requirements. \n\n \n\nThe Company’s provision for income tax expense for fiscal *2026* and fiscal *2025* was as follows:\n\n \n\n         \n\n         \n\nThe income/(loss) from operations before tax expense (benefit) consisted of the following for the years ended March 31, 2026 and 2025:\n   ** **   ** **\n\n         \n\n  \n**2026**\n  \n**2025**\n \n\n  \n**(In thousands)**\n \n\n         \n\n**Pre-tax (loss)/income**\n   ** **   ** **\n\nDomestic\n $(4,964) $(5,653)\n\nForeign\n  664   925 \n\nTotal pre-tax (loss)/income\n $(4,300) $(4,728)\n\n         \n\n         \n\n         \n\nThe income tax provision consisted of the following for the years ended March 31, 2026 and 2025.\n   ** **   ** **\n\n         \n\n  \n**2026**\n  \n**2025**\n \n\n  \n**(In thousands)**\n \n\n**Current:**\n   ** **   ** **\n\nU.S. Federal\n $—  $3 \n\nU.S. State and local\n  —   — \n\nForeign\n  —   — \n\nTotal Current Expense\n  —   3 \n\n         \n\n**Deferred:**\n   ** **   ** **\n\nU.S. Federal\n  —   — \n\nU.S. State and local\n  —   — \n\nForeign\n  —   — \n\nTotal Deferred Expense\n  —   — \n\n         \n\n**Provision for income tax expense**\n $**—**  $**3** \n\n \n\nThe Company adopted ASU *2019*-*12* (Topic *740*) Simplifying the Accounting for Income Taxes**during fiscal *2025*. In the table above, the income tax expense of $11,000 in fiscal *2026* and $8,000 in fiscal *2025*, was removed as it represented non-income based taxes.\n\n \n\n*39*\n\n[Table of Contents](#toc)\n\n \n\nThe Company files a consolidated federal return and certain state and local income tax returns. The difference between the effective rate reflected in the provision for income taxes and the amounts determined by applying the statutory federal rate of 21% to earnings before income taxes for fiscal *2026* and fiscal *2025* is analyzed below:\n\n \n\n          \n\n*A reconciliation of the provision for income to the amount computed by applying the 21% statutory U.S federal income tax rate to income before income taxes after the adoption of ASU 2023-09 as follows:*\n** **** **  \n\n  \n**As of March 31, 2026**\n  \n\n** **\n  **(In thousands)**   **(percentage)**  \n\n          \n\nU.S. Federal Statutory Tax Rate\n $(901)  20.9%  \n\nState and Local Income Taxes, Net of Federal Income Tax Effect\n  **—**   0.0%  \n\n**Foreign Tax Effects**\n  ** **   ** **  \n\n**Hong Kong**\n  ** **   ** **  \n\nForeign rate differential\n  (84)  2.0%  \n\nInterest Income\n  (47)  1.1%  \n\nOther\n  (12)  0.3%  \n\nChange in valuation allowance\n  5   (0.1)%  \n\n**Effect of Cross-Border Tax Laws**\n  ** **   ** **  \n\nGlobal intangible low-taxed income (GILTI)\n  8   (0.2)%  \n\nSubPart F\n  121   (2.8)%  \n\nChanges in Valuation Allowances\n  910   (21.2)%  \n\n**Nontaxable or Nondeductible Items**\n  ** **   ** **  \n\nOther\n  **—**   0.0%  \n\nEffective Income Tax\n $**—**   0.0%  \n\n          \n\n          \n\n*As previously disclosed for the years ended March 31, 2025 prior to the adoption of ASU 2023-09, the following is a reconciliation of the difference between the effective income tax rate and federal statutory rate:*\n** **** **  \n\n  \n**As of March 31, 2025**\n  \n\n** **\n  **(In thousands)**   **(percentage)**  \n\n          \n\n  Statutory provision\n $(991)  20.9%  \n\n  Foreign subsidiary\n  (118)  3.0%  \n\n  State taxes\n  (293)  7.0%  \n\n  Permanent differences\n  124   (3.0)%  \n\n  Adjustment to prior year taxes\n  (355)  8.0%  \n\n  Valuation allowance\n  1,636   (34.6)%  \n\n**Provision for income tax expense**\n $**3**   **0.0%**  \n\n  \n\nAs of *March 31,**2026* and *March 31,**2025*, the principal components of the Company's deferred tax assets are as follows:\n\n \n\n    ** **    \n\n  \n**2026**\n  \n**2025**\n \n\n  \n**(In thousands)**\n \n\nDeferred tax assets:\n        \n\nAccounts receivable reserves\n $22  $327 \n\nInventory\n  189   175 \n\nAccruals\n  12   10 \n\nNet operating loss and credit carry forwards\n  7,089   5,649 \n\nTotal deferred tax assets:\n  **7,312**   **6,161** \n\nValuation allowance\n  (7,312)  (6,161)\n\nNet deferred tax assets:\n $—  $— \n\n \n\n*40*\n\n[Table of Contents](#toc)\n\n \n\nASC *740* requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of available evidence, it is more likely than *not* that some portion or all of the deferred tax assets will *not* be realized. After consideration of all of the evidence, both positive and negative, the Company has recorded a full valuation allowance against its deferred tax assets at *March 31, 2026*and *2025,* as the Company's management has determined that it is more likely than *not* that these assets will *not* be realized. The increase in the valuation allowance relates to the net loss incurred by the Company. \n\n \n\n \n\nThe Company has $24.4 million of U.S. federal net operating loss carry forwards (“NOLs”) and $25.5 million of state NOLs as of *March 31, 2026* as follows:\n\n \n\n  \n**Federal NOL's**\n  \n**State NOL's**\n   * *** **\n\n**Loss Year (Fiscal)**\n \n**Included in DTA (in millions)**\n  \n**Included in DTA (in millions)**\n  \n**Expiration Year (Fiscal)**\n \n\n2016\n $—  $0.6   State 2036 \n\n2017\n $—  $0.8   State 2037 \n\n2018\n $—  $2.6   State 2038 \n\n2019\n $1.9  $2.7   Federal indefinite/State 2039 \n\n2020\n $3.7  $3.0   Federal indefinite/State 2040 \n\n2021\n $4.0  $3.2   Federal indefinite/State 2041 \n\n2022\n $3.4  $2.9   Federal indefinite/State 2042 \n\n2024\n $2.4  $2.1   Federal indefinite/State 2044 \n\n2025\n $3.7  $3.2   Federal indefinite/State 2045 \n\n2026\n $5.3  $4.4   Federal indefinite/State 2046 \n\nTotal\n $24.4  $25.5   * * \n\n \n\nThe tax benefits related to these state NOLs and future deductible temporary differences are recorded to the extent management believes it is more likely than *not* that such benefits will be realized.\n\n \n\nThe Company analyzed the future reasonability of recognizing its deferred tax assets at *March 31, 2026*. As a result, the Company concluded that a valuation allowance of approximately $7,312,000 would be recorded against the assets.\n\n \n\nThe net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state taxing authorities. Net operating loss and tax credit carryforwards *may*become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a *three* year period in excess of *50%,* as defined under Sections *382* and *383* of the Internal Revenue Code, respectively, as well as similar state provisions and other provisions within the Internal Revenue Code. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes *may*further affect the limitation in future years. Interest and penalty charges, if any, related to unrecognized tax benefits will be classified as income tax expense in the accompanying statements of operations and comprehensive loss. As of *March 31, 2026*and *2025,* the Company had no accrued interest or penalties related to uncertain tax positions.\n\n \n\nThe Company is subject to examination and assessment by tax authorities in numerous jurisdictions. As of *March 31, 2026*, the Company’s open tax years for examination for U.S. federal tax are tax years ending *March 31, 2022 *and forward. The Company is *not* currently under examination by the Internal Revenue Service or any other jurisdictions for any tax years.\n\n \n\nAs of *March 31, 2026* the Company is asserting under ASC *740*-*30* that all of the unremitted earnings of its foreign subsidiaries are indefinitely invested. The Company evaluates this assertion each period based on a number of factors, including the operating plans, budgets, and forecasts for both the Company and its foreign subsidiaries; the long-term and short-term financial requirements in the U.S. and in each foreign jurisdiction; and the tax consequences of any decision to repatriate earnings of foreign subsidiaries to the U.S.\n\n \n\nThe One Big Beautiful Bill (\"OBBB\") and the Tax Cut and Job Act (“TCJA”) establishes new tax rules designed to tax U.S. companies on global intangible low-taxed income (GILTI) earned by foreign subsidiaries. The Company has evaluated this provision of the OBBB and the TCJA and the application of ASC *740* and its impact is reflected in the financial statements as of *March 31, 2026*.\n\n  \n\n \n\n**NOTE 6**—**COMMITMENTS AND CONTINGENCIES:**\n\n \n\nThe Company’s ERP software provider is subscription based with annual commitments as follows (in thousands).\n\n \n\n**Fiscal Years**\n \n**Amount**\n \n\n2027\n $60 \n\n2028\n  40 \n\nTotal\n $100 \n\n \n\n*41*\n\n[Table of Contents](#toc)\n\n \n\nRent expense resulting from leases with non-affiliated companies were approximately $67,000 and $64,000 for fiscal *2026* and fiscal *2025*, respectively.\n\n \n\n**Letters of Credit:**\n\n \n\nThe Company utilizes the services of *one* of its banks to issue secured letters of credit on behalf of the Company, as needed, on a *100%* cash collateralized basis. At *March 31, 2026* and *March 31, 2025*, the Company had no letters of credit outstanding.\n\n \n\n**Capital Expenditure:**\n\n \n\nAs of *March 31, 2026* and *March 31, 2025*, there were no capital expenditures or other commitments other than the normal purchase orders used to secure product.\n\n \n\n**Employee Benefit Plan:**\n\n \n\nThe Company currently sponsors a defined contribution *401*(k) retirement plan which is subject to the provisions of the Employee Retirement Income Security Act. The Company matches a percentage of the participants’ contributions up to a specified amount. These contributions to the plan for fiscal *2026* and *2025* were approximately $14,000 and $19,000, respectively, and were charged against earnings for the periods presented.  \n\n  \n\n \n\n**NOTE 7**—**SHAREHOLDERS**’**EQUITY:**\n\n \n\n**Common Shares:**\n\n \n\nAuthorized common shares total 75,000,000 with a par value $0.01 per share, of which 21,042,652 were outstanding as of *March 31, 2026* and *March 31, 2025*. Shares held in treasury at *March 31, 2026* and *March 31, 2025* were 31,923,145. \n\n \n\n**Series A Preferred Stock:**\n\n \n\nThe Company has issued and outstanding 3,677 shares of Series A Preferred Stock, $.01 par value (“Preferred Stock”), with a face value of $3,677,000, which had *no* determinable market value as of *March 31, 2026*. The Preferred Stock is non-voting, has *no* dividend preferences and has *not* been convertible since *March **31,* *2002;* however, it retains a liquidation preference.  \n\n \n\n \n\n**NOTE 8**—**SHORT TERM DEPOSITS AND INVESTMENTS:**\n\n \n\nThe Company held approximately $9.1 million in short term deposits as of *March 31, 2026* and approximately $0.9 million in short term deposits as of *March 31, 2025*. These short term deposits have maturity dates of *90* days or less and are classified as cash equivalents.\n\n \n\nThe Company also held short-term investments in deposits totaling approximately $3.1 million at *March 31, 2026* as compared to approximately $14.9 million at *March 31, 2025*. These short-term investments in deposits have maturity dates greater than *90* days and are classified as short-term investments. \n\n \n\nUnder ASC Topic *820* *Fair Value Measurement, *the carrying amounts of the Company’s financial instruments, such as cash, short term deposits and short term investments approximate fair values due to the short-term nature of these instruments and are classified under the fair value hierarchy of Level *1.* \n\n    \n\n \n\n**NOTE 9**—**NET INCOME (LOSS) PER SHARE:**\n\n \n\nThe following table sets forth the computation of basic and diluted income (loss) per share for the years ended *March 31, 2026* and *March 31, 2025*:\n\n \n\n  \n**Twelve Months Ended March 31,**\n \n\n  \n**2026**\n  \n**2025**\n \n\n         \n\n**Numerator:**\n   ** **   ** **\n\nNet (loss)\n $(4,300) $(4,731)\n\n**Denominator:**\n   ** **   ** **\n\nDenominator for basic and diluted loss per share — weighted average shares\n  21,042,652   21,042,652 \n\n**Net (loss) per share:**\n   ** **   ** **\n\nBasic and diluted (loss) per share\n $(0.20) $(0.22)\n\n \n\nFor the years ended *March 31, 2026* and *March 31, 2025*, there were no outstanding instruments which were potentially dilutive.\n\n \n\n*42*\n\n[Table of Contents](#toc)\n\n \n\n \n\n**NOTE 10**—**LICENSE AGREEMENTS:**\n\n \n\nDuring fiscal *2026* and *2025*, the Company was party to two license agreements. These agreements allow the licensee to access the Company’s trademarks for the manufacture and/or the sale of consumer electronics and other products. The license agreements (i) allow the licensee to use the Company’s trademarks for a specific product category, or for sales within specific geographic areas, or for sales to a specific customer base, or any combination of the above, or any other category that might be defined in the applicable license agreement and (ii) *may*be subject to renewal at the initial expiration of the applicable license agreement and are governed by the laws of the United States. The Company recorded licensing revenues of approximately $386,000 in fiscal *2026* and $336,000 in fiscal *2025* under the license agreements.\n\n \n\n \n\n**NOTE 11**—**LEGAL PROCEEDINGS:**\n\n \n\nOn\n*October 10, 2023,*the US District Court for the District of Delaware granted final judgment in favor of the Company in its trademark infringement lawsuit against air conditioning and heating products provider Emerson Quiet Kool and wholesaler Home Easy (the “defendants”). Among other things, the court order issues an injunction and directs the US Patent and Tr\nademark Office to cancel\nthe\n\nd\nefendants’\nexisting and proposed \"\nE\nmerson\nQ\nuiet\nK\nool\n\"\ntrademark\ns\nand prohibit\ns\n\nd\nefendants from\nregister\ning or applying to register, or using\n\nt\nhe same\nmark or any other\nmark\nor name containing the word \"Emerson\" going forward\n. The total judgment awarded to the Company has increased from approximately\n$6.5 million to approximately\n$10.4 million, inclusive of disgorgement of wrongful profits, attorney's fees and enhanced damages. The aggregate award to the Company also includes the\n$4.1 million of advanced deposits previously paid to the Company. The\n$4.1 million of advanced deposits was reduced by approximately\n$1 million of incurred legal fees. The remaining balance of\n$3.1 million was released by the Company to other income during the quarter ended\n*September 30, 2023.*Like any judgement, there is\n*no* guarantee that the Company will be able to collect the entire judgement or if it is able to collect, how soon it will be able to do so. The defendants have filed separate bankruptcy petitions in the US Bankruptcy Court for the District of New Jersey, and there is\n*no* guarantee that those bankruptcy proceedings will\n*not* have any effect on the ability of the Company to collect the judgement. In addition, in connection with those bankruptcy proceedings, the Chapter\n*7* trustee of Home Easy has filed a complaint seeking the return of the\n$4.1 million of advanced deposits previously paid to the Company and the outcome of such litigation remains uncertain. \nThe Company is *not* currently a party to any other legal proceedings other than litigation matters, in most cases involving ordinary and routine claims incidental to its business. Management cannot estimate with certainty the Company’s ultimate legal and financial liability with respect to such pending litigation matters. However, management believes, based on its examination of such matters, that the Company’s ultimate liability will *not* have a material adverse effect on the Company’s financial position, results of operations or cash flows.\n\n  \n\n \n\n**NOTE 12**—**RISKS AND UNCERTAINTIES:**\n\n \n\n**Customer Concentration**\n\n \n\nFor fiscal *2026*, the Company’s two largest customers accounted for approximately 55% of the Company’s net revenues, with Amazon accounting for 42% and Fred Meyer accounting for 13%. For fiscal *2025*, the Company’s two largest customers accounted for approximately 70% of the Company’s net revenues with Amazon accounting for 39% and Walmart accounting for 31%. *No* other customer accounted for more than *10%* of net revenues in either period. \n\n \n\n**Product Concentration**\n\n \n\nFor fiscal *2026*, the Company’s gross product sales included microwave ovens, which generated approximately 69%, and audio products, which generated approximately 25% of the Company's gross product sales. \n\n \n\nFor fiscal *2025*, the Company’s gross product sales included microwave ovens, which generated approximately 51%, and audio products, which generated approximately 47% of the Company's gross product sales.\n\n \n\nAs a result of this dependence, a significant decline in pricing of, or market acceptance of these product types and categories, either in general or specifically as marketed by the Company, would have a material adverse effect on the Company’s business, financial condition and results of operations. Because the market for these product types and categories is characterized by periodic new product introductions, the Company’s future financial performance will depend, in part, on the successful and timely development and customer acceptance of new and enhanced versions of these product types and other products distributed by the Company. There can be *no* assurance that the Company will continue to be successful in marketing these products types within these categories or any other new or enhanced products.\n\n \n\n*43*\n\n[Table of Contents](#toc)\n\n \n\n**Concentrations of Credit Risk**\n\n \n\nAs a percent of the Company’s total trade accounts receivable, net of specific reserves, Amazon and Fred Meyer accounted for 64% and 20%, respectively, as of *March 31, 2026*. As a percent of the Company’s total trade accounts receivable, net of specific reserves, Amazon and Variety Wholesalers accounted for 59% and 19%, respectively, as of *March 31, 2025*. *No* other customer accounted for more than *10%* of the Company’s total trade accounts receivable, net of specific reserves, as of *March 31, 2026* or *March 31, 2025*. The Company periodically performs credit evaluations of its customers but generally does *not* require collateral, and the Company provides for any anticipated credit losses in the financial statements based upon management’s estimates and ongoing reviews of recorded allowances. The allowance for credit losses on the Company’s total trade accounts receivable balances was approximately $7,000 at *March 31, 2026* and $1,107,000 at *March 31, 2025*. Due to the high concentration of the Company’s net trade accounts receivables among just *two* or *three* customers, any significant failure by *one* of these customers to pay the Company their outstanding balances would result in a material adverse effect on the Company’s business, financial condition and results of operations.\n\n \n\nThe Company maintains its cash accounts with major U.S. and foreign financial institutions. The Company’s cash and restricted cash balances on deposit in the U.S. as of *March 31, 2026* and *March 31, 2025* were insured by the Federal Deposit Insurance Corporation (“FDIC”) up to *$250,000* per qualifying bank account in accordance with FDIC rules. The Company’s cash, cash equivalents and restricted cash balances in excess of these FDIC-insured limits were approximately $9.1 million and approximately $0.9 million at *March 31, 2026* and *March 31, 2025*, respectively. The Company also has short term deposits in foreign financial institutions which are *not* FDIC insured of approximately of $3.1 million. These short term deposits have maturity dates over *90* days and are classified as short term investments on the Company's Consolidated Balance Sheets.\n\n \n\n**Supplier Concentration**\n\n \n\nDuring fiscal *2026* and *2025*, the Company procured approximately 96% and 95%, respectively, of its products for resale from its four largest factory suppliers. Approximately 49% of these products were procured from its largest supplier in fiscal *2026* and approximately 37% in fiscal *2025*. See the Supplier table under the heading \"Design and Manufacturing*\"** ***in this Form *10*-K, for further details.\n\n \n\n*No* assurance can be given that ample supply of product would be available at current prices and on current credit terms. This is if the Company were required to seek alternative sources of supply, without adequate notice by a supplier or a reasonable opportunity to seek alternate production facilities and component parts. Any resulting significant shortage of product supply would have a material adverse effect on the Company’s business, financial condition and results of operation.\n\n \n\n***Third Party Representatives***\n\n \n\nIn fiscal *2026*, the Company utilized six sales representative organizations, *two* of which were responsible for approximately 68% of the Company's net revenues, including *one* which represented approximately 43% and another which represented approximately 25% of its net revenues. In fiscal *2025*, the Company utilized five sales representative organizations, *two* of which were responsible for approximately 48% of the Company's net revenues, including *one* which represented approximately 38% and another which represented approximately 10% of its net revenues. *No* other sales representative organization accounted for more than *10%* of the Company's net revenues in fiscal *2026* or fiscal *2025*. The loss or reduction of product sales made through *third* party representative organizations could have a material adverse effect on the Company's business and results of operations. Finding replacement organizations could be a time consuming process during which the Company's revenues could be negatively impacted.**\n\n  \n\n \n\n**NOTE 13**—**GEOGRAPHIC INFORMATION:**\n\n \n\nNet revenues and long-lived assets of the Company for the fiscal years ended *March 31, 2026* and *March 31, 2025* are summarized below by geographic area (in thousands). Net revenues are attributed to geographic area based on the location of the customer.\n\n \n\n  \n**Year Ended March 31, 2026**\n \n\n  \n**U.S.**\n  \n**Foreign**\n  \n**Consolidated**\n \n\nNet revenues\n $6,310  $—  $6,310 \n\nLong-lived assets\n $183  $326  $509 \n\n \n\n  \n**Year Ended March 31, 2025**\n \n\n  \n**U.S.**\n  \n**Foreign**\n  \n**Consolidated**\n \n\nNet revenues\n $10,458  $327  $10,785 \n\nLong-lived assets\n $272  $464  $736 \n\n \n\n*44*\n\n[Table of Contents](#toc)\n\n  \n\n \n\n**NOTE 14**—**LEASES**\n\n \n\nThe Company leases office space in the U.S. and in Hong Kong as well as a copier in the U.S. These leases have remaining non-cancellable lease terms of seventeen to thirty-nine months. The Company has elected *not* to separate lease and non-lease components for all leased assets. The Company did *not* identify any events or conditions during fiscal *2026* to indicate that a reassessment or re-measurement of the Company’s existing leases was required. There were also *no* impairment indicators identified during fiscal *2026* that required an impairment test for the Company’s right-of-use assets or other long-lived assets in accordance with ASC *360*-*10,* \"Impairment and Disposal of Long-Lived Assets”.\n\n \n\nAs of *March 31, 2026*, the Company’s current operating and finance lease liabilities were approximately $162,000 and $1,400, respectively, and its non-current operating and finance lease liabilities were approximately $158,000 and $3,700, respectively. The Company’s operating and finance lease right-of-use asset balances are presented in non-current assets. The net balance of the Company’s operating and finance lease right-of-use assets as of *March 31, 2026* were approximately $300,000 and $4,300, respectively.\n\n \n\nAs disclosed in \"Note *3* - Related Party Transactions\", the Company's office space in Hong Kong is being leased from VACL, which is a company related to the Company’s Chairman of the Board. As of *March 31, 2026*, the current operating liability of this lease is approximately $110,000 and its non-current liability is approximately $49,000. Its right-of-use asset value is approximately $159,000, as of *March 31, 2026*.\n\n \n\n As of *March 31, 2026*, the Company's office space in the United States has a current operating liability of approximately $52,000 and its non-current liability is approximately $109,000. The right-of-use asset value of this operating lease is approximately $141,000, *March 31, 2026*.\n\n \n\nThe components of lease costs, which were included in operating expenses in the Company’s condensed consolidated statements of operations, were as follows:\n\n \n\n  \n**Year Ended March 31,**\n \n\n  \n**2026**\n  \n**2025**\n \n\n  \n**(in thousands)**\n \n\n**Lease cost**\n   ** **   ** **\n\nOperating lease cost\n $185  $191 \n\n         \n\nThe supplemental cash flow information related to leases are as follows:\n        \n\n         \n\n**Cash paid for amounts included in the measurement of lease liabilities:**\n   ** **   ** **\n\nOperating cash flows from operating leases\n  175   187 \n\n         \n\n**Right-of-use assets obtained in exchange for lease obligations:**\n   ** **   ** **\n\nOperating leases\n  —   313 \n\nFinance leases\n  —   6 \n\n \n\n*45*\n\n[Table of Contents](#toc)\n\n \n\n**Information relating to the lease term and discount rate are as follows:**\n\n \n\n**Weighted average remaining lease term (in months)**\n \n**As of March 31, 2026**\n  \n**As of March 31, 2025**\n \n\nOperating leases\n  24.8   35.6 \n\nFinance leases\n  38.2   50.2 \n\n         \n\n**Weighted average discount rate**\n   ** **   ** **\n\nOperating leases\n  10.37%  10.39%\n\nFinance leases\n  10.50%  10.50%\n\n \n\n**As of  March 31, 2026 the maturities of lease liabilities were as follows:**\n\n \n\n**(in thousands)**\n \n*Operating Leases*\n  \n*Finance Leases*\n \n\n         \n\n2027\n $186  $2 \n\n2028\n  118   2 \n\n2029\n  51   1 \n\n2030\n  —   — \n\n2031\n  —   — \n\nThereafter\n  —   — \n\nTotal lease payments\n $355  $5 \n\nLess: Imputed interest\n  (35)  — \n\nTotal\n $320  $5 \n\n   \n\n \n\n**NOTE 15** —******SUBSEQUENT EVENTS**\n\n \n\nAs of the date of this filing, there were *no* subsequent events to disclose.\n\n \n\n \n\n**NOTE 16** —******SEGMENT INFORMATION**\n\n \n\nThe Company currently operates as one segment which includes two revenue types, product sales and licensing revenue. While the Company discloses product sales and licensing revenue separately, management does *not* consider these to be separate segments, as all Emerson branded product is sold though similar sales channels and to similar customers. Management's determination for the allocation of resources is *not* analyzed by revenue streams, but as a single business unit. The determination of a single business segment is consistent with the consolidated financial information provided to the Company's Chief Operating Decision Maker (\"CODM\"). The Company's CODMs are the Chief Executive Officer, Chief Operating Officer and Chief Financial Officer who review and evaluate consolidated net income for purposes of assessing performance, allocating resources, making operating decisions and for its planning and forecasting processes. Segment expenses are provided to the CODM on the same basis as disclosed in the condensed Consolidated Statements of Operations. The CODM does *not* evaluate performance nor does it allocate resources based on segment assets and therefore such information is *not* presented in the notes to the financial statements.\n\n \n\n  \n\n46\n\n[Table of Contents](#toc)\n\n     \n\n  \n\n \n\n**Item** **9.**\n\n**CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE**** **\n\n \n\nNone.\n\n \n\n**Item** **9A.**\n\n**CONTROLS AND PROCEDURES**** **\n\n \n\n**Evaluation of Disclosure Controls and Procedures**\n\n \n\nThe Company maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d — 15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in its Exchange Act reports are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Due to the inherent limitations of control systems, not all misstatements may be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons; by collusion of two or more people, or by management override of the control. The Company’s controls and procedures can only provide reasonable, not absolute, assurance that the above objectives have been met.\n\n \n\nAs a result of its internal assessment, the Company’s management concluded that disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K, are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, to ensure that such information is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.\n\n \n\n**Management**’**s Report on Internal Control over Financial Reporting**\n\n \n\nThe Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of management, including the Company’s principal executive officer and principal financial officer, management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under this framework, management concluded that the Company’s internal control over financial reporting was effective.\n\n \n\nThis Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm. This is pursuant to the rules of the SEC for smaller reporting companies, that permit the Company to provide only management’s report in this Annual Report on Form 10-K.\n\n \n\n**Changes in Internal Control over Financial Reporting**\n\n \n\nDuring the fiscal quarter ended March 31, 2026 there were no changes in the Company’s internal control that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.\n\n \n\n**Item** **9B.**\n\n**OTHER INFORMATION**** **\n\n \n\n*Insider Trading Arrangements.*During the quarter ended *March 31, 2026, *no directors or executive officers entered into, modified or terminated, contracts, instructions or written plans for the sale or purchase of our securities that were intended to satisfy the affirmative defense conditions of Rule *10b5*-*1.*\n\n \n\n*Employment Agreement*–*Michael Binney*. On *June 24, 2026,*the Company and Mr. Michael Binney entered into a new employment agreement which supersedes and replaces the prior employment agreement between the parties dated *January 16, 2022 (*as amended). The new employment agreement omits a prior provision relating to mandatory resignation upon attainment of a specified age. *No* other material terms of Mr. Binney’s compensation or employment arrangements were modified in connection with the new employment agreement. Refer to “Item *11.* Executive Compensation-Employment Agreements” for additional information regarding Mr. Binney’s employment agreement.\n\n \n\n**Item** **9C.**\n\n**DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS**** **\n\n \n\nNot applicable.\n\n \n\n47\n\n[Table of Contents](#toc)\n\n \n\n**PART III**\n\n \n\n**Item** **10.**\n\n**DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**** **\n\n \n\n**Directors**\n\n \n\nThe following table sets forth certain information regarding the current members of the Board as of June 26, 2026  \n\n \n\n**Name**\n\n**Age** \n\n**Director**\n**Since** \n\n**Principal Occupation or Employment**\n\nChristopher Ho\n\n75\n\n2016\n\nChristopher Ho has served as the Chief Executive Officer and President of the Company since June 2021 as well as a director of the Company and the Chairman of the Board since June 2016. Mr. Ho had also previously served as the Company’s Chairman of the Board from July 2006 through November 2013. Since May 2018, Mr. Ho has served as a director of S&T and N.A.K.S., which are wholly owned subsidiaries of Nimble, and collectively the Company’s controlling stockholder. Mr. Ho previously was a director of The Grande Holdings Limited (now known as Nimble Holdings Company Limited), a Hong Kong-based group of companies engaged principally in the licensing of trademarks and distribution of consumer electronics products, from October 1991 to February 2016. Mr. Ho graduated from the University of Toronto in 1974. He is a Chartered Professional Accountant, Chartered Accountant and Chartered Management Accountant of Canada. He is also a Certified Public Accountant in Hong Kong and a member of the Hong Kong Institute of Certified Public Accountants. He was a partner in an international accounting firm before joining The Grande Holdings Limited and has extensive experience in distribution, licensing, manufacturing, international trade and corporate finance.\n\n \n \n \n\n \n \n\nBased on Mr. Ho’s extensive knowledge of the Company and experience in consumer electronics, international trade and corporate finance, the Board believes that he is well qualified to serve as a director of the Company.\n\n \n\nMichael Binney\n\n67\n\n2016\n\nMichael Binney has served as the Chief Operating Officer of the Company since January 2022 and as the Company’s Secretary since July 2017. Previously, Mr. Binney served as Chief Financial Officer of the Company from March 2017 to January 2022. He has also served as a director of the Company since June 2016. Since August 2016, Mr. Binney has served as a director of S&T and N.A.K.S., which are wholly owned subsidiaries of Nimble. From November 2016 to December 2017, Mr. Binney served as an Executive Director and Group Chief Financial Officer of The Grande Holdings Limited (now known as Nimble Holdings Company Limited). He is a fellow member of the Institute of Chartered Accountants in England and Wales. From June 2016 through November 2016, Mr. Binney served as Deputy Chief Executive Officer (Finance Accounting & Company Secretarial) of The Grande Holdings Limited. From 2010 to March 2016, Mr. Binney served as an Executive Director and Chief Financial Officer of the Vinarco International Group of Companies, an upstream supplier to the oil and gas industry in the Asia-Pacific region. Mr. Binney previously served as a non-executive director of The Grande Holdings Limited from 2009 to 2010, and as an Executive Director of The Grande Holdings Limited from 2001 to 2009. He also was a member of the board of directors of Lafe Corporation Limited, a company listed on the Singapore Exchange, as a non-executive director from 2009 to 2010 and as Executive Director from 2001 until 2009. Mr. Binney was also a member of the Board of the Company from 2005 to 2008. Previous to the above appointments, Mr. Binney worked for over 10 years at major international accounting firms including KPMG and PricewaterhouseCoopers.\n\n \n \n \n \n\n \n \n \n\nBased on Mr. Binney’s experience in management, accounting and public company reporting, the Board believes that he is well qualified to serve as a director of the Company.\n\n \n \n \n \n\nKareem E. Sethi (1)\n\n49\n\n2007\n\nKareem E. Sethi has served as a director of the Company since December 2007. Mr. Sethi has served as Managing Director of Streetwise Capital Partners, Inc. since 2003. From 1999 until 2003, Mr. Sethi was Manager, Business Recovery Services for PricewaterhouseCoopers LLP.\n\n \n \n \n \n\n \n \n \n\nBased on Mr. Sethi’s experience in accounting, corporate finance and portfolio management, the Board believes that he is well qualified to serve as a director of the Company.    \n\n \n \n \n \n\nKin Yuen (1)\n\n71\n\n2016\n\nKin Yuen has served as a director of the Company since June 2016. Since 2004, Mr. Yuen has served as an independent non-executive director of Huayi Tencent Entertainment Co. Ltd., a company listed on the Stock Exchange of Hong Kong Limited and engaged in entertainment and media businesses. From September 2017 to May 2024, Mr. Yuen served as an executive director of Culturecom Holdings Limited, a company listed on the Hong Kong Stock Exchange and engaged in publishing businesses. Effective May 6, 2024, Mr. Yuen is no longer an executive director of Culturecom Holdings Limited. From April 2016 to December 2020, Mr. Yuen served as an independent non-executive director of Lafe Corporation Limited, a company listed on the Singapore Exchange engaged in real property development. From 2009 to 2014, Mr. Yuen was the Chief Financial Officer and an executive director of Varitronix International Ltd., a Hong Kong-listed company and manufacturer of LCD and related products. Mr. Yuen holds a Master of Business Administration degree from the University of Toronto, Canada. He is a Chartered Professional Accountant in Canada and he is a fellow member of the Hong Kong Institute of Certified Public Accountants, and of the Association of Chartered Certified Accountants.\n\n \n\nBased on Mr. Yuen’s extensive experience in corporate finance, financial planning, public company reporting and management, the Board believes that he is well qualified to serve as a director of the Company.    \n\n \n\n(1)     Member of the Audit Committee\n\n \n\n48\n\n[Table of Contents](#toc)\n\n \n\n**Board of Directors and Committees**\n\n \n\nThe Board presently consists of four directors. The Board has determined that two of the directors, Messrs. Sethi and Yuen, meet the definition of independence as established by the NYSE American listing standards and applicable SEC rules.\n\n \n\nThe Board presently has one standing committee, the Audit Committee, which is a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act and Rule 10A-3 thereunder. The Company’s Audit Committee currently consists of Mr. Sethi (Chairman) and Mr. Yuen, each of whom the Board has determined meets the definition of independence as established by the NYSE American listing rules and SEC rules. Mr. Sethi is currently the Chairman of the Audit Committee and the “audit committee financial expert.” Pursuant to Section 803(B)(2)(c) of the Company Guide, as a smaller reporting company the Company is required to have an audit committee of at least two independent members, as defined by the listing standards of the NYSE American.\n\n \n\nThe Audit Committee is empowered by the Board, among other things, to: (i) serve as an independent and objective party to monitor the Company’s financial reporting process, internal control system and disclosure control system; (ii) review and appraise the audit efforts of the Company’s independent auditors; (iii) assume direct responsibility for the appointment, compensation, retention and oversight of the work of the independent auditors and for the resolution of disputes between the independent auditors and the Company’s management regarding financial reporting issues; and (iv) provide the opportunity for direct communication among the independent auditors, financial and senior management and the Board. During Fiscal 2025, the Audit Committee performed its duties under a written charter approved by the Board and formally met four times. A copy of the Company’s Audit Committee Charter is posted on the Company’s website at www.emersonradio.com on the Investor Relations page.\n\n \n\n**Controlled Company**\n\n \n\nThe Company does not maintain a nominating committee or a compensation committee. So long as Nimble beneficially holds more than 50% of the outstanding common stock of Emerson, Emerson is a “controlled company” as defined in Section 801(a) of the Company Guide. Accordingly, the Company relies on exemptions from certain corporate governance requirements to have (i) a majority of independent directors, (ii) a nominating and corporate governance committee composed entirely of independent directors or (iii) a compensation committee composed entirely of independent directors. The full Board, among other things, (i) identifies individuals qualified to become members of the Board and selects director nominees for election at the next Annual Meeting of Stockholders, (ii) reviews and monitors matters related to management development and succession, (iii) develops and implements executive compensation policies and pay for performance criteria, and (iv) reviews and approves salaries, bonuses and incentive awards.\n\n \n\n**Director Qualifications**\n\n \n\nThe Board believes that the Company and its stockholders are best served by having individuals with leadership experience with the Company’s principal stockholder and its affiliates and individuals who have extensive experience in the Company’s industry and knowledge of the Company’s competitive landscape serve on its Board. The Board also believes that the backgrounds and qualifications of its directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. Please refer to the biographies of each of the Company’s directors for a discussion of the specific experience, qualifications, attributes or skills that led to the conclusion that each individual should serve as a director.\n\n \n\nNo material changes have been made to the procedures by which stockholders may recommend nominees to the Board.\n\n \n\n \n\n**Insider Trading Policy**\n\n \n\nWe have adopted an Insider Trading Policy governing the purchase, sale and/or other dispositions of the Company's securities by directors, executive officers and employees that is designed to promote compliance with insider trading laws, rules and regulations, as well as procedures designed to further the foregoing purposes. In addition to the general provisions of our Insider Trading Policy, which prohibits all directors, executive officers and employees of the Company from trading in the Company's securities while in possession of material nonpublic information, the policy also prohibits our directors, executive officers and certain other employees of the Company from engaging in transactions in puts, calls or other derivative securities on an exchange or in any other organized market and from engaging in any hedging transactions.\n\n \n\n \n\n**Codes of Ethics**\n\n \n\nThe Company has adopted a Code of Ethics for Senior Financial Officers (“Code of Ethics”) that applies to its Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Controller and Treasurer. This Code of Ethics was established with the intention of focusing Senior Financial Officers on areas of ethical risk, providing guidance to help them recognize and deal with ethical issues, providing mechanisms to report unethical conduct, fostering a culture of honesty and accountability, deterring wrongdoing and promoting fair and accurate disclosure and financial reporting.\n\n  \n\nThe Company has also adopted a Code of Conduct for Officers, Directors and Employees of Emerson Radio Corp. and its Subsidiaries (“Code of Conduct”). We prepared this Code of Conduct to help all officers, directors and employees understand and comply with the Company’s policies and procedures. Overall, the purpose of the Company’s Code of Conduct is to deter wrongdoing and promote (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company; (iii) compliance with applicable governmental laws, rules and regulations; (iv) prompt internal reporting of code violations to an appropriate person or persons identified in the Code of Conduct; and (v) accountability for adherence to the Code of Conduct.\n\n \n\nThe Code of Ethics and the Code of Conduct are posted on the Company’s website at www.emersonradio.com on the Investor Relations page. If the Company makes any substantive amendments to, or grants any waiver (including any implicit waiver) from a provision of the Code of Ethics or the Code of Conduct, and that relates to any element of the Code of Ethics definition enumerated in Item 406 (b) of Regulation S-K, the Company will disclose the nature of such amendment or waiver on its website or in a Current Report on Form 8-K.\n\n \n\n49\n\n[Table of Contents](#toc)\n\n \n\n**Executive Officers**\n\n \n\nThe following table sets forth certain information regarding the executive officers of Emerson as of June 26, 2026:\n\n \n\n**Name**\n\n**Age** \n\n**Position**\n\n**Year**\n**Became** **Officer** \n\nChristopher Ho\n\n 75\n\nChief Executive Officer and President\n\n 2021\n\nRichard Li\n\n 59\n\nChief Financial Officer\n\n 2022\n\nMichael Binney\n\n 67\n\nExecutive Vice President and Chief Operating Officer\n\n 2022\n\n \n\n**Christopher Ho**has served as the Company’s Chief Executive Officer and President since June 2021. He has also served as a director of the Company and the Chairman of the Board since June 2016. Mr. Ho had also previously served as the Company’s Chairman of the Board from July 2006 through November 2013. See Mr. Ho’s biographical information above.\n\n \n\n**Richard Li**has served as the Company’s Chief Financial Offer since January 2022. Previously, Mr. Li served as the Chief Financial Officer of Sansui Electric (China) Co., Ltd, a PRC company engaged in the electronic manufacturing business, since 2014. Mr. Li also served as the Chief Financial Officer of Sansui Manufacturing Services Limited, a company engaged in providing corporate and strategic planning services, from 2012 to 2013. Mr. Li also served as the Chief Financial Officer of Lafe Corporation Limited, a company formerly listed on the Singapore Exchange, from 2005 to 2011. Mr. Li earlier worked as an auditor at Deloitte Touche Tohmatsu for 4 years and as a financial controller in the manufacturing industry for 10 years. Mr. Li holds a Bachelor of Arts (Honours) Degree in Accountancy from the Hong Kong Polytechnic University. He is currently an associate member of the Hong Kong Institute of Certified Public Accountants, the Association of Chartered Certified Accountants and The Hong Kong Chartered Governance Institute.\n\n \n\n**Michael Binney**has served as the Company’s Executive Vice President and Chief Operating Officer since January 2022 and has served as Secretary of the Company since July 2017.  Previously, Mr. Binney served as Chief Financial Officer from March 2017 to January 2022. He has also served as a director of the Company since June 2016. See Mr. Binney’s biographical information above.\n\n \n\n50\n\n[Table of Contents](#toc)\n\n \n\n \n\n**Item** **11.**\n\n**EXECUTIVE COMPENSATION**** **\n\n \n\n**Summary Compensation Table**\n\n \n\nThe following Summary Compensation Table sets forth information concerning compensation for services rendered in all capacities to the Company and its subsidiaries for the fiscal year ended *March 31, **2026* and for the fiscal year ended *March 31, 2025* which was awarded to, earned by or paid to the Company’s named executive officers at any time during Fiscal *2026*.\n\n \n\n**Name and**\n\n**Principal Position**\n \n**Fiscal Year**\n \n**Salary ($)**\n  \n**Bonus ($)(1)**\n  \n**All Other Compensation ($)**\n  \n**Total ($)**\n \n\n                   \n\nChristopher Ho\n                  \n\n*Chief Executive Officer*\n \n*2026*\n $*382,808*  $*85,436*  $—  $*468,244* \n\n  \n*2025*\n $*375,959*  $*76,995*  $—  $*452,954* \n\nMichael Binney\n                  \n\n*Chief Operating Officer*\n \n*2026*\n $*286,154*  $*63,809*  $—  $*349,963* \n\n  \n*2025*\n $*281,538*  $*56,506*  $*577*  $*338,621* \n\nRichard Li\n                  \n\n*Chief Financial Officer*\n \n*2026*\n $*182,769*  $—  $*2,308*  $*185,077* \n\n  \n*2025*\n $*182,000*  $—  $*2,308*  $*184,308* \n\n \n\n(*1*)      Represents bonus paid during the fiscal year.\n\n \n\n**Employment Agreements**\n\n \n\nDuring Fiscal *2026*, the Company had employment agreements with certain of its named executive officers, each of which is described below.\n\n \n\n**Christopher Ho**. Christopher Ho, the Company’s President and Chief Executive Officer, entered into an employment agreement, effective *July 19, 2021,*with Emerson Radio (Hong Kong) Limited, a wholly owned subsidiary of the Company. The agreement provides for an annual base salary of *$240,000,* and an annual discretionary bonus payable at any time as recommended by the Board. The contract extends until the termination of the agreement by either the Company or Mr. Ho upon the delivery from *one* to the other of *not* less than *one* months’ prior written notice. The foregoing description of the Company’s employment agreement with Mr. Ho is subject to and qualified in its entirety by reference to the full text of the employment agreement, which is filed as an exhibit to this Annual Report on Form *10*-K.\n\n \n\n**Richard Li**. Richard Li, the Company’s Chief Financial Officer, entered into an employment agreement, effective *January 16, 2022,*with Emerson Radio (Hong Kong) Limited, a wholly owned subsidiary of the Company. The agreement provides for an annual base salary of *$100,000,* and an annual discretionary bonus payable at any time as recommended by the Board. The contract extends until the earlier of the retirement of Mr. Li and the *first* day of the following month immediately after his *65th* birthday, or the termination of the agreement by either the Company or Mr. Li upon the delivery from *one* to the other of *not* less than *one* months' prior written notice. The foregoing description of the Company’s employment agreement with Mr. Li is subject to and qualified in its entirety by reference to the full text of the employment agreement, which is filed as an exhibit to this Annual Report on Form *10*-K.\n\n \n\n**Michael Binney**. Michael Binney, the Company’s Executive Vice President and Chief Operating Officer, entered into an employment agreement, effective *June **24,* *2026,* with Emerson Radio (Hong Kong) Limited, a wholly owned subsidiary of the Company. The agreement provides for an annual base salary of *$195,000* and an annual discretionary bonus payable at any time as recommended by the Board. The contract extends until the termination of the agreement by either the Company or Mr. Binney upon the delivery from *one* to the other of *not* less than *one* months' prior written notice. The foregoing description of the Company’s employment agreement with Mr. Binney is subject to and qualified in its entirety by reference to the full text of the employment agreement, which is filed as an exhibit to this Annual Report on Form *10*-K.\n\n \n\n**Outstanding Equity Awards at Fiscal Year End**\n\n \n\n*None* of the Company’s named executive officers held any outstanding equity awards at *March 31, 2026*.\n\n \n\n**Compensation of Directors**\n\n \n\nDuring Fiscal *2026*, the Company’s directors who were *not* employees (“Outside Directors”) were compensated for serving on the Board and on its various committees during the period. The Company does *not* compensate directors who are employees of the Company for their services as directors.\n\n \n\nFrom *April 1, 2025 *through *December 31, 2025,*Outside Directors were paid based on an annualized director’s fee of *$55,000.* Effective *January 1, 2026,*the fee paid to Outside Directors was increased to *$56,650* per year. From *April 1, 2025 *through *December 31, 2025,*each Outside Director serving on the Audit Committee received an additional annualized fee of *$20,000* with *no* additional fee for serving as chairman of the Audit Committee. Effective *January 1, 2026,*the fee paid to Outside Directors for serving on the Audit Committee was increased to *$20,600* per year. The Company does *not* pay any additional fees for attendance at meetings of the Board or the committees. Audit Committee fees are paid in *four* equal quarterly installments per annum. Audit Committee fees are pro-rated in situations where an Outside Director serves less than a full *one* year or periodic term.\n\n \n\nAdditionally, the Company’s directors are reimbursed their expenses for attendance at meetings.\n\n \n\nThe following table provides certain information with respect to the compensation earned or paid to the Company’s Outside Directors during Fiscal *2026*.\n\n \n\n**Director Compensation for Fiscal 2026**\n\n \n\n**Name**\n \n**Fees Earned or Paid in Cash ($)**\n  \n**Total ($)**\n \n\nKareem E. Sethi\n $*75,563*  $*75,563* \n\nKin Yuen\n $*75,563*  $*75,563* \n\n \n\n*51*\n\n[Table of Contents](#toc)\n\n \n\n \n\n**Item** **12.**\n\n**SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS**** **\n\n \n\nThe following table sets forth, as of June 26, 2026, the beneficial ownership of (i) each current director; (ii) each of the Company’s named executive officers; (iii) the Company’s current directors and executive officers as a group; and (iv) each stockholder known by the Company to own beneficially more than 5% of the Company’s outstanding shares of common stock. Common stock beneficially owned and percentage ownership as of June 26, 2026, was based on 21,042,652 shares outstanding. Except as otherwise indicated and based upon the Company’s review of information as filed with the SEC, the Company believes that the beneficial owners of the securities listed have sole or shared investment and voting power with respect to such shares, subject to community property laws where applicable. Except as otherwise noted, the address of each of the following beneficial owners is c/o Emerson Radio Corp., 959 Route 46 East, Suite 210, Parsippany, New Jersey 07054.\n\n \n\n**Name and Address of Beneficial Owners**\n\n \n\n**Amount and Nature of Beneficial Ownership**\n\n \n \n\n**Percent of Class**\n\n \n\nChristopher Ho\n\n \n \n—\n \n \n \n0\n%\n\nRichard Li\n\n \n \n—\n \n \n \n0\n%\n\nMichael Binney\n\n \n \n—\n \n \n \n0\n%\n\nKareem E. Sethi\n\n \n \n—\n \n \n \n0\n%\n\nKin Yuen\n\n \n \n—\n \n \n \n0\n%\n\n*All Directors and Executive Officers as a Group (5 persons)*\n\n \n \n—\n \n \n \n0\n%\n\n*5% Shareholders:*\n\nS&T International Distribution Ltd.\n\n \n \n15,243,283\n(1)\n \n \n72.4\n%\n\n    \n\n(1)     Based, in part, upon disclosures filed on a Schedule 13D/A on February 15, 2019, by S&T and on a Schedule 13D/A on February 15, 2019, by Wealth Warrior Global Ltd. (“Wealth Warrior”), these shares are owned directly by S&T, which is a wholly owned subsidiary of N.A.K.S., which is a wholly owned subsidiary of Nimble. As the owners of approximately 73.9% in the aggregate of Nimble, Wealth Warrior, Merchant Link Holdings Limited (“ML”), and Rise Vision Global Limited (“RV”) share the indirect power to vote and dispose of the shares of the Company’s common stock held for the account of S&T. ML is wholly owned by Aurizon Enterprises Limited (“AE”), AE is wholly owned by Omen Charm Limited (“OC”), and OC is wholly owned by Splendid Brilliance (PTC) Limited (“SB”). RV is wholly owned by Ocean Rose Global Limited (“OR”), OR is wholly owned by Praisewise Limited (“PL”), and PL is wholly owned by SB. Mr. Bingzhao Tan is the sole director of each of AE, ML, OR and RV, and the sole director and sole shareholder of Wealth Warrior. Ms. Guichai He is the sole director of OC and PL, and is sole director and sole shareholder of SB. SB holds the shares of OC and PL in trust, and serves as the sole trustee over such shares. Accordingly, AE and OR share the indirect power to vote and dispose of these shares held for the account of S&T. Mr. Tan is the settlor and a discretionary beneficiary of the shares of OC and PL held in trust by SB. Accordingly, Mr. Tan and Ms. He may be deemed to share power to direct the voting and disposition of these shares held for the account of S&T and may be deemed to be a beneficial owner of such shares. The address of Nimble, N.A.K.S. and S&T is Unit C01, 32/F, TML Tower, 3 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong. The address of Mr. Tan and Ms. He, and of Wealth Warrior, ML, RV and the above affiliated entities, is Unit C, 32/F., TML Tower, No. 3 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong.\n\n \n\n**Equity Compensation Plan Information**\n\n \n\nThe Company did not have any equity compensation plans in existence as of March 31, 2026.\n\n \n\n**Item** **13.**\n\n**CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,**** ****AND DIRECTOR INDEPENDENCE**\n\n \n\n**Controlling Shareholder**\n\n \n\nS&T, which is a wholly owned subsidiary of N.A.K.S., which is a wholly owned subsidiary of Nimble, collectively have the shared power to vote and direct the disposition of 15,243,283 shares, or approximately 72.4%, of the Company’s outstanding common stock as of June 26, 2026. Accordingly, the Company is a “controlled company” as defined in Section 801(a) of the Company Guide. From time to time, the Company engages in business transactions with its controlling shareholder, Nimble, or one or more of Nimble’s direct and indirect subsidiaries. See Note 3 “Related Party Transactions” in the Notes to the Consolidated Financial Statements.\n\n \n\n**Indemnification of Officers and Directors**\n\n \n\nThe Company enters into indemnification agreements with each of its directors and officers. These agreements require the Company to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to the Company, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The Company also intends to enter into indemnification agreements with its future directors and officers.\n\n \n\n **Review and Approval of Transactions with Related Parties**\n\n \n\nIt is the policy of the Company that any proposed transaction between the Company and related parties, as defined by the Financial Accounting Standard Board’s Accounting Standards Codification Topic 850 (ASC 850), that will or may reasonably be expected to involve an aggregate amount that exceeds $120,000 in a fiscal year must be pre-approved by the Audit Committee prior to any action in furtherance of such potential transaction being taken by the Board or any executive officer. In reviewing and approving proposed transactions between the Company and related parties, the Audit Committee will determine whether the proposed transaction is entirely fair to the Company and in the Company’s best interest. For purposes of the policy, related parties are as defined within ASC 850, generally, but not limited, meaning (i) an officer or director of the Company or the member of the immediate family of any of them or (ii) any other corporation, partnership, association, limited liability company, limited liability partnership, trust or other entity or organization in which one or more of the Company’s officers or directors are (a) directors, officers, trustees or other fiduciaries or (b) have a financial interest.\n\n \n\n**Director Independence**\n\n \n\nThe Board presently consists of four directors — Messrs. Ho, Binney, Sethi and Yuen. The Board has determined that two of the four current directors, Messrs. Sethi and Yuen, meet the definition of independence as established by the NYSE American listing standards and applicable SEC rules.\n\n \n\nThe Company’s Audit Committee currently consists of Messrs. Sethi (Chairman) and Yuen.\n\n \n\n52\n\n[Table of Contents](#toc)\n\n \n\n**Item** **14.**\n\n**PRINCIPAL ACCOUNTANT FEES AND SERVICES**** **\n\n \n\nIn accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the Audit Committee’s charter, all audit and audit-related work and all permitted non-audit work performed by the Company’s independent registered public accountants, Grassi & Co., CPAs, P.C. (\"Grassi\") for the fiscal year ended March 31, 2026 and March 31, 2025, is approved in advance by the Audit Committee, including the proposed fees for such work, in order to ensure that the provision of such services does not impair the public accountants’ independence. The Audit Committee is informed of each service actually rendered. All fees described below were approved by the Audit Committee in compliance with such pre-approval policies and procedures for the fiscal years ended March 31, 2026 and 2025, respectively.\n\n \n\n• *Audit Fees.*Audit fees billed to the Company by Grassi for the audit of the financial statements included in the Company’s Annual Reports on Form 10-K, and reviews by Grassi of the financial statements included in the Company’s Quarterly Reports on Form 10-Q, for the fiscal years ended March 31, 2026 and 2025 totaled approximately $220,000 and $212,000, respectively.\n\n \n\n• *Audit-Related Fees*. The Company was not billed for any audit-related fees by Grassi for the fiscal years ended March 31, 2026 or 2025, respectively.\n\n \n\n• *Tax Fees.*The Company was not billed by Grassi for tax services for the fiscal years ended March 31, 2026 or 2025, respectively.\n\n \n\n• *All Other Fees.*The Company was not billed by Grassi for the fiscal years ended March 31, 2026 and 2025, respectively, for any permitted non-audit services.\n\n   \n\n53\n\n[Table of Contents](#toc)\n\n \n\n**PART IV**\n\n \n\n**Item** **15.**\n\n**EXHIBIT AND FINANCIAL STATEMENT SCHEDULES**** **\n\n \n\n(a) *List of Financial Statements, Financial Statement Schedules, and Exhibits*.\n\n \n\n1. *Financial Statements**.*The following financial statements of Emerson Radio Corp. are included in Item 8 of Part II of this Annual Report on Form 10-K:\n\n \n\nReport of Independent Registered Public Accounting Firm\n\nConsolidated Statements of Operations for the years ended March 31, 2026 and 2025\n\nConsolidated Balance Sheets as of March 31, 2026 and 2025\n\nConsolidated Statements of Changes in Shareholders’ Equity for the years ended March 31, 2026 and 2025\n\nConsolidated Statements of Cash Flows for the years ended March 31, 2026 and 2025\n\nNotes to Consolidated Financial Statements\n\n \n\n2. *Financial Statement Schedules**.*All financial statement schedules are omitted from this Annual Report on Form 10-K, as they are not required or applicable or the required information is included in the financial statements or notes thereto.\n\n \n\n3. *Exhibits**.*The following exhibits are filed with this Annual Report on Form 10-K or are incorporated herein by reference, as indicated.\n\n \n\n**Exhibit**\n\n**Number**\n\n \n\n \n \n\n3.1\n\nCertificate of Incorporation of Emerson (incorporated by reference to Exhibit (3) (a) of Emerson’s Registration Statement on Form S-1, Registration No. 33-53621, declared effective by the SEC on August 9, 1994) (filed in paper format).\n\n \n \n\n3.1.1\n\nCertificate of Designation for Series A Preferred Stock (incorporated by reference to Exhibit (3) (b) of Emerson’s Registration Statement on Form S-1, Registration No. 33-53621, declared effective by the SEC on August 9, 1994) (filed in paper format).\n\n \n \n\n3.1.2\n\n[Amendment dated February 14, 1996 to the Certificate of Incorporation of Emerson (incorporated by reference to Exhibit (3) (a) of Emerson’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1995).](http://www.sec.gov/Archives/edgar/data/32621/0000905718-96-000055.txt)\n\n \n \n\n3.2\n\n[By-Laws of Emerson (incorporated by reference to Exhibit 3.1 of Emerson’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2007).](http://www.sec.gov/Archives/edgar/data/0000032621/000095012308001713/y48755exv3w1.htm)\n\n \n \n\n3.2.1\n\n[Amendment effective as of August 31, 2011 to the By-Laws of Emerson adopted March 1994 (incorporated by reference to Exhibit 3.2 of Emerson’s Current Report on Form 8-K filed on September 7, 2011).](http://www.sec.gov/Archives/edgar/data/32621/000095012311083036/c22229exv3w2.htm)\n\n \n \n\n3.2.2\n\n[Amendment effective as of June 22, 2020 to the By-Laws of Emerson adopted March 1994 (incorporated by reference to Exhibit 3.1 of Emerson’s Current Report on Form 8-K filed on June 24, 2020).](http://www.sec.gov/Archives/edgar/data/32621/000119312520177679/d872912dex31.htm)\n\n \n \n\n4.1\n\n[Description of Common Stock (incorporated by reference to Exhibit 4.1 of Emerson’s Annual Report on Form 10-K for the year ended March 31, 2020, filed on June 26, 2020).](http://www.sec.gov/Archives/edgar/data/32621/000156459020030804/msn-ex41_53.htm)\n\n \n \n\n10.1\n\n[Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to Emerson’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2014.) †](http://www.sec.gov/Archives/edgar/data/32621/000119312515050853/d870301dex101.htm)\n\n \n \n\n10.2\n[Employment agreement dated July 19, 2021 between Emerson Radio (Hong Kong) Limited and Mr. Christopher Ho (incorporated by reference to Exhibit 10.1 to Emerson’s Current Report on Form 8-K, filed on July 20, 2021). †](http://www.sec.gov/Archives/edgar/data/32621/000119312521219723/d188303dex101.htm)\n\n \n \n\n10.3\n\n[Employment agreement dated June 24, 2026 between Emerson Radio (Hong Kong) Limited and Mr. Michael Andrew Barclay Binney *](ex_979526.htm)\n\n \n \n\n10.4\n\n[Employment agreement dated January 16, 2022 between Emerson Radio (Hong Kong) Limited and Mr. Richard Li (incorporated by reference to Exhibit 10.1 to Emerson’s Current Report on Form 8-K, filed on January 18, 2022). †](http://www.sec.gov/Archives/edgar/data/32621/000119312522011382/d272418dex101.htm)\n\n \n \n\n19.1\n\n[Insider Trading Policy (incorporated by reference to Exhibit 19.1 to Emerson's Annual Report on Form 10-K for the year ended March 31, 2025, filed on June 27, 2025)*.](ex_922424.htm)\n\n \n \n\n21.1\n\n[Principal Subsidiaries of the Company as of March 31, 2024.*](ex_922425.htm)\n\n \n\n54\n\n[Table of Contents](#toc)\n\n \n\n31.1\n\n[Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*](ex_922426.htm)\n\n \n \n\n31.2\n\n[Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*](ex_922427.htm)\n\n \n \n\n32\n\n[Certification of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**](ex_922428.htm)\n\n \n \n\n97\n\n[Incentive Compensation Recoupment Policy (incorporated by reference to Exhibit 97 to Emerson's Annual Report on Form 10-K for the year ended March 31, 2025, filed on June 27, 2025)*](ex_922429.htm).\n\n   \n\n101.INS\n\nInline XBRL Instance Document. *\n\n \n \n\n101.SCH\n\nInline XBRL Taxonomy Extension Schema Document. *\n\n \n \n\n101.CAL\n\nInline XBRL Taxonomy Extension Calculation Linkbase Document. *\n\n \n \n\n101.DEF\n\nInline XBRL Taxonomy Extension Definition Linkbase Document. *\n\n \n \n\n101.LAB\n\nInline XBRL Taxonomy Extension Label Linkbase Document. *\n\n \n \n\n101.PRE\n\nInline XBRL Taxonomy Extension Presentation Linkbase Document. *\n\n \n \n\n104\n\nCover Page Interactive Data File (embedded within the Inline XBRL document)\n\n \n \n\n*\n\nFiled herewith.\n\n**\n\nFurnished herewith.\n\n†\n\nManagement contract or compensatory plan or arrangement.\n\n \n\n**Item** **16.**\n\n**FORM 10-K SUMMARY**\n\n \n\nNone.\n\n \n\n55\n\n[Table of Contents](#toc)\n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of Section 13 or 15(d) 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.\n\n \n\nEMERSON RADIO CORP.\n\n \n \n \n\nBy:\n\n \n\n/s/ Christopher W. Ho\n\n \n \n\nChristopher W. Ho\n\n \n \n\nChief Executive Officer\n\n \n \n\nPrincipal Executive Officer\n\n \n \n \n\nBy:\n\n \n\n/s/ Richard Li\n\n \n \n\nRichard Li\n\n \n \n\nChief Financial Officer\n\n \n \n\nPrincipal Financial and Accounting Officer\n\n \n\nDated: June 26, 2026\n\n \n\nPursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.\n\n \n\n/s/ Christopher W. Ho\n\n \n\nChairman of the Board and\n\n \n\nJune 26, 2026\n\nChristopher W. Ho\n\n \n\nChief Executive Officer\n\n \n \n\n \n \n \n \n \n\n/s/ Richard Li\n\n \n\nChief Financial Officer\n\n \nJune 26, 2026\n\nRichard Li\n\n \n \n \n \n\n \n \n \n \n \n\n/s/ Michael Binney\n\n \n\nChief Operating Officer and Director\n\n \nJune 26, 2026\n\nMichael Binney\n\n \n \n \n \n\n \n \n \n \n \n\n/s/ Kareem E. Sethi\n\n \n\nDirector\n\n \nJune 26, 2026\n\nKareem E. Sethi\n\n \n \n \n \n\n \n \n \n \n \n\n/s/ Kin Yuen\n\n \n\nDirector\n\n \nJune 26, 2026\n\nKin Yuen\n\n \n \n \n \n\n \n\n \n\n56"}