[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_101":102},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":23,"_24":25,"_26":27,"_28":29,"_30":31,"_32":31,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":46,"_47":-5,"_48":49,"_50":-5,"_51":-5,"_52":53,"_54":55,"_56":57,"_58":42,"_59":42,"_60":61,"_62":42,"_63":64},"id","z4c097uptsxfx2ocj86ib1mht","revision",2,"title","Integral Technologies Inc. 2026财年净亏损77.8万美元，面临持续经营重大疑虑","originalTitle","10-K - INTEGRAL TECHNOLOGIES INC (0001018281) (Filer)","summary","Integral Technologies Inc. 2026财年净亏损77.8万美元，无收入，总资产34.4万美元，总负债881.1万美元，股东权益赤字846.7万美元。公司面临重大持续经营不确定性，存在大量违约债务及流动性风险，且未实现收入。公司正在推进收购Apex North LLC 80%权益的交易，但尚未获得相关融资承诺。","reason","Integral Technologies Inc. 作为空壳公司，面临重大持续经营不确定性，存在大量违约债务及流动性风险，且未实现收入。","source",{"_12":92,"_93":94,"_9":95,"_96":42,"_97":98,"_99":100},"links",{"_89":90,"_78":91},"publishedAt","2026-10-13T21:53:05.000Z","discoveredAt","2026-10-14T10:06:06.287Z","timelineAt","category","tip","tags",[83,84,85,86,87,88],"stockSymbols",[],"score",52,"selected",true,"channel","news","story",{"_73":74,"_16":75},"x","readingMode","full","author","language","body",{"_64":77,"_78":-5,"_79":80,"_81":82},"outline",[],"relatedStories",[76],"indexable","markdownAvailable","group",{"_65":66,"_45":67,"_68":69,"_70":71,"_72":71},"hasTranslation","bodyLanguage","zh","factId","fCBJuj0yGBdo",{"_73":74,"_16":75},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","fb7f524c-dd69-43f8-9015-6f792bf3083d","Integral Technologies Inc. 财务困境与收购进展",{"_73":74,"_16":75},"

美国

证券交易委员会

华盛顿特区 20549

表格 10-K

☒ 按照《1934 年证券交易法》第 13 或 15(d) 条提交的年度报告

截至 2026 年 6 月 30 日 的财年

或

☐ 按照《1934 年证券交易法》第 13 或 15(d) 条提交的过渡报告

从 ___________ 至 ___________ 的过渡期

委员会文件编号: 000-28353

\n\n

Integral Technologies, Inc.

(章程中规定的注册人准确名称)

\n\n\n\n\n

内华达州		98-0163519
(州或其他司法管辖区) 成立或组织)		(美国国税局雇主识别号码)

2605 Eastside Park Road, Suite 1 Evansville, IN		47715
(主要执行办公室地址)		(邮政编码)

\n\n

+1 (812) 812-2037

(注册人的电话号码，包括地区代码)

根据《法案》第 12(b) 条注册的证券：无

根据《法案》第 12(g) 条注册的证券：每股面值 0.001 美元的普通股

通过复选框表明注册人是否为《证券法》第 405 条中定义的知名资深发行人。是 ☐ 否 ☒

通过复选框表明注册人是否不需要根据《法案》第 13 或 15(d) 条提交报告。是 ☐ 否 ☒

通过复选框表明注册人（1）是否已提交《1934 年证券交易法》第 13 或 15(d) 条规定的所有报告，或（2）在过去 90 天内是否一直受此类提交要求的约束。是 ☒ 否 ☐

通过复选框表明注册人是否在前 12 个月（或注册人需要提交此类文件的较短期间）内提交了根据《S-T 规则》第 405 条（本章第 232.405 条）要求提交的每个交互式数据文件。是 ☒ 否 ☐

通过复选框表明注册人是否为大型加速提交者、加速提交者、非加速提交者或较小的报告公司。请参见《交易法》第 12b-2 条中对“大型加速提交者”、“加速提交者”和“较小的报告公司”的定义。

\n\n\n

大型加速提交者	☐	加速提交者	☐
非加速提交者	☒	较小的报告公司	☒
		新兴成长公司	☐

\n 1\n

\n 目录\n

如果是新兴成长公司，通过复选框表明注册人是否已选择不使用《交易法》第 13(a) 条规定的任何新修订的财务会计标准的延长过渡期。 ☐

通过复选框表明注册人是否已根据《萨班斯-奥克斯利法案》第 404(b) 条（15 U.S.C. 7262(b)）提交了注册会计师事务所对其管理层对财务报告内部控制有效性的评估的报告和鉴证。 ☐

如果证券根据《法案》第 12(b) 条注册，请通过复选框表明注册人提交的文件中包含的财务报表是否反映了对先前发布财务报表的错误更正。 ☐

通过复选框表明，这些错误更正中是否有任何属于需要对注册人在相关回收期内根据§240.10D-1(b)条款获得的激励性薪酬进行回收分析的重述。 ☐

通过复选框表明，注册人是否为壳公司（根据《法案》第12b-2条定义）。是 ☒ 否 ☐

说明非关联方持有的有投票权和无投票权普通股的总市场价值，该价值根据普通股最近一次出售的价格，或该普通股的平均出价和要价进行计算，截至注册人最近完成的第二个财政季度的最后一个营业日。不适用。

说明截至最新可行日期，注册人各类普通股的流通股数量：截至2026年10月13日，注册人各类普通股的流通股数量为30,766,923股。该股份数量反映了2026年4月完成的一股八股的反向股票分割。

\n 2\n

\n 目录\n

第一部分

第1项业务。

关于前瞻性声明的警示性说明

本10-K表格包含前瞻性声明，包括有关公司实施其业务计划及实现目标的预期时间表、资助和扩大业务运营所需资本、流动性以及公司拟议的业务合并及相关融资、交割条件和预期业务、运营、管理及资本结构变化的声明。前瞻性声明可以通过诸如“预期”、“意图”、“计划”、“寻求”、“相信”、“估计”、“期望”和类似未来时期的表述来识别。前瞻性声明基于我们目前的期望和假设，涉及我们的业务、经济和其他未来状况。由于前瞻性声明涉及未来，因此它们受到固有的不确定性、风险和难以预测的情况变化的影响。我们的实际结果可能与前瞻性声明所设想的结果有重大差异。因此，我们提醒您不要依赖任何这些前瞻性声明。它们既不是历史事实的陈述，也不是对未来表现的保证或承诺。这些前瞻性声明所预期的任何或全部结果可能不会发生。可能导致实际结果与这些前瞻性声明有重大差异的重要因素、不确定性和风险在第1A项——风险因素中进行了描述。我们没有义务公开更新或修订任何前瞻性声明，无论是否因新信息、未来事件或其他原因。

由于公司是壳公司，1995年《私人证券诉讼改革法案》（“PSLRA”）的“安全港”条款不适用于公司作出的前瞻性声明。投资者在评估本10-K表格中包含的前瞻性声明时，不应依赖PSLRA提供的保护。

公司概况

Integral Technologies, Inc.（“Integral”、“公司”或“我们”）于1996年2月12日根据内华达州法律成立。公司目前没有产生重大收入的业务。公司专注于保持其作为证券交易委员会（SEC）报告公司的地位，并识别、评估和追求战略交易，包括与运营公司进行的合并、收购、反向合并或其他业务合并。

目前，公司没有重大运营业务，其主要业务目标是完成一项业务合并。因此，公司根据《交易法》第12b-2条的定义，是一家“空壳公司”。参见第1A项 - 风险因素，从第4页开始。公司计划推进业务合并的完成，并在此过程中或之后，寻求建立或恢复其证券的活跃市场，受适用证券法和市场要求的约束。

公司已识别并正在积极推进一项涉及收购Apex North LLC（“Apex North”）80%会员权益的潜在业务合并。公司已投入管理时间和资源来评估、谈判和推进该拟议交易。

公司目前正在评估和推进该拟议的业务合并。该拟议交易仍需完成适用的交易文件、满足或放弃适用的交割条件、融资和其他事项。有关该拟议交易的更多信息，请参见合并财务报表的第13号注释 - 后续事件。

无法保证该拟议交易将按照目前设想的条款或任何条款完成。如果完成，该交易预计将对公司业务、运营、管理和资本结构产生重大变化。

在2026财年，公司大部分活动和支出与维持其证券交易委员会报告地位和评估潜在战略交易有关。公司目前专注于推进对Apex North 80%会员权益的拟议收购。无法保证公司能够成功完成该拟议的Apex North交易，或者如果该交易未完成，任何其他业务合并。参见第1A项 - 风险因素。

历史上，公司开发并商业化了ElectriPlast®，这是一种基于树脂的导电材料，具有电和热传导性。公司目前不从事与ElectriPlast®相关的重大收入生成业务，也不积极追求该技术的商业化。

2019年，公司向Pivotal Battery Corp.（“Pivotal”）出售了某些双极板（“双极板”）技术和相关知识产权，Pivotal的董事长James Eagan也是公司董事会主席。

\n 3\n

2023年9月15日，两位已发行的B系列优先股股东之一将其持有的40股B系列优先股（“B系列股票”）转让给了Pivotal。同一天，公司与Pivotal签署了一份终止与解除协议，根据该协议：

\n \n \n \n \n \n \n\n \n

Pivotal同意放弃其对B系列股票的权利，并将股票转让给公司。随后，B系列股票被注销；

\n \n \n \n \n \n \n\n \n

该公司同意根据《技术资产购买协议》免除Pivotal的义务，包括根据该协议剩余的付款义务和股份发行义务；

\n \n \n \n \n \n \n\n \n

Pivotal同意按比例向所有持有公司普通股至少12,500股的公司股东发行2,000,000股普通股。这2,000,000股Pivotal股票需托管以使有权获得这些股票的股东受益，并且必须在2027年12月31日之前分发给这些股东；以及

\n \n \n \n \n \n \n\n \n

Pivotal和该公司同意相互免除责任。

截至2026年6月30日，Pivotal股票尚未分发给公司的股东。公司未对Pivotal股票进行估值，并无法保证Pivotal会根据适用的联邦和州证券法完成分发。

竞争和市场状况

该公司在识别和追求业务合并机会方面面临，且可能继续面临重大竞争。这种竞争包括其他公开空壳公司、特殊目的收购公司、私募股权公司、风险投资公司和其他潜在收购方，其中许多公司拥有比该公司大得多的财务、技术和管理资源。有吸引力的业务合并机会的市场是竞争性的。由于公司有限的财务和人力资源，可能在识别、谈判和完成业务合并方面处于竞争劣势。

如果拟议的Apex North交易未能完成，公司可能需要重新开始或扩大寻找其他业务合并机会的范围，并可能在这样做时面临重大竞争。

作为拟议的Apex North交易或任何其他潜在业务合并的一部分，公司可能需要与某些未偿还债务持有人就未偿还债务的偿还、重组、转换或其他处理方式进行谈判。无法与这些债务持有人达成令人满意的安排可能会对公司的能力产生不利影响，使其无法完成拟议的Apex North交易或其他业务合并。

员工

截至2026年6月30日，公司除了执行官Doug Bathauer和James Eagan外没有其他员工，他们通过口头薪酬安排为公司提供服务。公司依赖外部顾问和专业顾问提供会计、法律和其他服务。截至2026年6月30日，公司的董事为James Eagan、Doug Bathauer和Michael Pruitt。Mr. Pruitt于2026年5月20日被任命为董事会成员，并担任非雇员董事。

第1A项。风险因素。

我们的证券投资涉及高度风险，可能导致投资完全损失。投资者在决定是否购买我们的证券前，应仔细考虑以下描述的风险以及本文件中包含的所有信息。如果发生任何这些风险，我们的业务、财务状况和经营成果可能会受到重大不利影响。本文件还包含前瞻性声明，这些声明涉及风险和不确定性。由于某些因素，包括我们下面描述的风险和其他在本10-K表格中的风险，我们的实际结果可能与这些前瞻性声明中预期的结果有重大差异。

\n 4\n

我们持续经营的能力存在重大疑虑。

自成立以来，我们一直存在经营亏损，从未产生正现金流。我们业务计划在接下来的12个月及以后的成功将取决于获得足够的融资以支付我们的运营成本以及与拟议的Apex North交易相关的成本，如果交易完成，还包括被收购业务的运营成本。我们预计短期内不会从当前运营中产生重大收入，并需要额外融资以履行我们的义务，维持我们的报告状态并寻求潜在的业务合并。截至2026年6月30日，公司有5,442,769美元的应付票据和应计利息，其中4,948,100美元已违约并可随时要求偿还，此外还有74,000美元的未偿还可转换债券。如第13节-后续事件中所述，公司在2026年6月30日之后获得了额外的融资。公司截至2026年6月30日财年及以前年度的独立注册公共会计师事务所的报告中包含了一段解释性段落，指出公司持续出现经营性净亏损、经营性现金流为负、尚未产生经营性收入、截至2026年6月30日存在营运资金赤字，并且需要额外营运资金以维持持续运营。这些因素以及其他因素，使公司持续经营的能力存在重大疑虑。如果我们无法获得足够的资金和/或产生足够的收入来资助我们的运营和业务计划，我们的业务、前景、财务状况和经营成果将受到重大不利影响，我们可能无法继续作为持续经营实体存在，届时您也将损失投资。

我们目前没有重大运营业务，我们的前景在很大程度上取决于完成业务合并。

公司目前没有重大创收运营。因此，其未来前景在很大程度上取决于其完成业务合并的能力，以及此后被收购业务的表现。尽管公司正在积极评估和推进潜在的业务合并，但无法保证拟议交易将按照目前设想的条款或任何条款完成。如果公司未能成功完成拟议交易或另一项业务合并，它可能会继续产生费用而不会产生重大运营收入。

我们可能在完成业务合并方面遇到困难或延迟，可能无法获得足够的资金来完成业务合并。

我们可能在完成业务合并方面遇到困难。经济和资本市场状况、融资的可获得性和条款、我们现有的债务以及其他我们无法控制的因素可能会阻碍或延迟我们完成业务合并的能力。

我们资本有限，由于资本的可获得性有限，我们可能无法以有利的条款或根本无法完成业务合并。无法保证我们会拥有足够的资本为我们提供成功完成业务合并和实施业务计划所需的资金，否则可能无法完成业务合并，我们的股东可能会损失其投资的大部分或全部。

如果我们未能成功收购新业务并产生重要收入，投资者可能会损失其投资。

如果我们未能成功制定可行的业务计划并通过收购新业务来实施该计划，投资者在公司的全部投资可能会变得一文不值。即使我们成功与运营实体合并或收购其资产，我们也不能保证公司能够在短期内或根本无法从中产生重要收入，或者投资者无法从其投资中获利。如果我们不成功，我们的投资者可能会损失全部投资。

由于我们没有资本，未来可能需要通过发行债务或股权证券来筹集额外资本，其条款可能会稀释我们现有投资者的股份和/或减少或限制他们的清算或其他权利。

我们可能需要额外资本来收购业务。我们可能无法在需要时获得额外资本。未来业务发展活动以及行政费用（如工资、保险、一般管理费用、法律和合规费用和会计费用）将需要大量额外资本。

我们在未来融资交易中发行的证券条款可能对新投资者更有利，可能包括清算优先权、优先投票权或发行其他衍生证券，这可能会进一步稀释或使我们现有投资者的权利处于从属地位。通过出售股权证券筹集的任何额外资本都可能稀释股东的持股比例。此外，我们发行的任何债务证券都可能产生优先于我们现有投资者的清算优先权，如果可转换为普通股，则还会带来稀释的风险。

\n 5\n

我们可能在寻找和完成业务合并方面遇到困难，这可能是因为我们具有竞争劣势。

我们预计在与产生收入的业务合并或收购时将面临激烈的竞争。风险投资公司、大型公司、像特殊目的收购公司这样的空白支票公司和其他投资者可能竞争业务合并机会，可能比我们拥有更多的资本或人力资源和/或在特定行业有更多经验。

由于我们有限的财务资源或其他相对于竞争对手的劣势而导致的任何延迟或无法完成业务合并，可能会对我们的业务产生重大不利影响。

我们可能会在一项潜在的业务合并上耗费大量时间和资金，但最终可能无法完成。

对每个具体的标的业务进行调查，以及随后的谈判和相关协议、SEC披露和其他文件的起草，将需要大量管理层的时间和注意力，并且会因外包会计师、律师和其他专业人员的服务而产生额外的重大成本。

我们已经花费并可能继续花费大量时间和资源对拟议的业务合并进行尽职调查和交易条款谈判，而该合并可能最终无法完成。

可能出现一些我们或卖方无法控制的问题，从而延迟或阻止业务合并的完成，例如标的公司未能或无法提供足够的文件以协助我们的调查、一方未能获得必要的豁免或同意、无法获得必要的审计或融资、未能满足适用的法律或合同要求，或其他交割条件未满足或被放弃。

此类风险是业务合并固有的，投资者在投资本公司之前应了解这些风险。

我们可能会进行一项导致我们和股东产生税务后果的业务合并。

联邦和州的税务后果很可能会成为考虑我们可能进行的任何业务合并的重要因素。根据适用的联邦和州税法，此类交易可能会给买方及其股东带来重大税务义务。尽管我们打算根据我们的业务目标，在可行的范围内尽可能减少联邦和州的税务后果，但无法保证我们进行的任何业务合并都能满足税务免税重组或类似有利待遇的法定或监管要求，或者交易各方能够获得在权益或资产转让时预期或期望的税务待遇。不符合条件的重组、合并或类似交易可能会在联邦和州层面产生重大税收，这可能对交易双方，包括我们的股东产生不利影响。

我们的股东很可能不会有机会评估或批准一项业务合并。

我们的股东可能不会有机会评估并批准一项拟议中的业务合并。在大多数情况下，根据适用法律，业务合并不需要股东批准，而我们的公司章程和细则也没有赋予我们的股东批准此类交易的权利。为了制定和实施我们的业务计划，我们将来可能会聘请律师、会计师、技术专家、评估师或其他顾问，以协助确定公司的方向并完成由此产生的任何交易。在与公司未来业务和前景相关的困难决策中，我们可能会依赖这些人。任何此类人员的选择将由我们的董事会做出，而基于上述任何人员产生的任何费用或决策，事后可能被证明对本公司不利，这可能导致我们股东的股份价值下降。

我们可能会尝试与一家关于其信息很少的私人目标公司完成业务合并，而该目标实体可能无法产生预期的收入，或以其他方式与我们预期的不兼容。

在寻找要收购的业务时，我们可能会寻求与一家私营公司完成业务合并。通常情况下，关于私营公司公开信息很少，而在做出决策之前，我们所能获得的信息仅来自与交易相关的目标公司直接提供给我们的文件和信息。这些文件或信息或我们由此得出的结论可能被证明是不准确或具有误导性的。因此，我们可能需要基于有限、不完整或有误的信息来决定是否继续进行潜在的业务合并，这可能导致我们随后的运营产生的收入少于预期，这可能对我们的财务状况和经营成果产生重大不利影响。

\n 6\n

我们评估潜在目标业务管理层的能力可能受到限制，因此我们可能会收购一家管理层缺乏使过渡顺利进行所需技能、资格或能力的目标业务，这可能会反过来对我们的经营成果产生负面影响。

在评估潜在业务合并的吸引力时，由于时间、资源或信息的缺乏，我们评估目标业务管理层的能力可能受到限制。因此，我们管理层对目标管理层能力的评估可能被证明是错误的，该管理层可能缺乏预期的技能、资格或能力。此外，在大多数情况下，目标管理层可能希望管理我们并替换我们的首席执行官。如果目标管理层缺乏管理上市公司或协助其原实体与我们合并或组合所需的技能、资格或能力，那么并购后的业务运营和盈利能力可能会受到负面影响，我们的股东可能会遭受其股份价值下降的损失。

法律法规的变化，或未能遵守适用于我们的法律法规，可能对我们的业务、谈判和完成业务合并的能力以及经营成果产生不利影响。

我们受联邦、州和地方政府制定的法律和法规约束。除了证券交易委员会（SEC）的法规外，我们未来收购的任何业务都可能受到大量法律或监管监督和限制，这可能阻碍我们的增长并导致大量的合规成本。遵守和监控适用的法律和法规可能具有挑战性、耗时且成本高昂。这些法律和法规及其被法院和行政法官的解释和应用可能会不时发生变化，任何此类变化都可能对我们不利，并可能对我们的业务、投资和经营成果产生重大不利影响。此外，未能遵守适用的法律或法规（按其解释和应用），可能导致重大防御或补救成本和/或损害，这可能对我们的财务状况产生重大不利影响。

如果完成拟议的Apex North交易，公司将进入关键矿物开采行业，该行业存在重大风险和不确定性。

公司正在寻求收购Apex North LLC 80%的会员权益，该公司拥有或预计拥有位于犹他州华盛顿县的Apex North关键矿物项目，包括未专利的矿权地权。如果完成拟议交易，公司将面临采矿行业固有的风险和不确定性，包括但不限于：矿产勘探和开发的不确定性；开发采矿财产需要大量资本支出；商品价格波动；广泛的联邦、州和地方环境、健康和安全以及采矿法规和许可要求；潜在的环境责任和复垦义务；依赖具有采矿专业知识的关键人员；采矿作业的投机性质，尤其是在勘探阶段；与未专利矿权地权的产权和有效性相关的不确定性；以及可能无法及时或根本无法获得必要的政府批准和许可的潜在可能性。投资者在做出投资决策前应仔细考虑这些行业特定风险。公司此前在采矿行业没有经验，且无法保证其能够成功管理采矿作业。

我们的董事和高管可能有利益冲突，这可能对本公司产生不利影响。

我们的董事会主席詹姆斯·伊根（James Eagan）同时担任Pivotal Battery Corp.的董事会主席和顾问，该公司与本公司进行了重大交易，包括2019年的技术资产购买协议和2023年的终止与解除协议。伊根先生的双重角色可能在涉及本公司和Pivotal的事项上产生实际或感知的利益冲突。此外，我们的首席执行官和首席财务官由同一人道格·巴瑟（Doug Bathauer）担任，这限制了高管职责的分离，可能增加本公司财务报告和公司治理中出现错误或异常的风险。董事会目前没有单独指定的审计委员会、薪酬委员会或提名委员会，可能缺乏足够的独立监督以有效管理潜在的利益冲突。这些因素可能对本公司的公司治理、业务决策和股东利益产生不利影响。

由于我们无法控制的因素，我们的股价将波动。

目前我们的普通股没有交易市场，即使我们在完成业务合并后成功，也不能保证我们的普通股会发展出活跃的交易市场。此外，即使我们的普通股出现活跃交易市场，与更成熟的发行人相比，其价格波动可能更为显著。我们预计，在可预见的未来，我们普通股的价格将比更成熟的发行人更具波动性。除了本10-K表格中所述的因素外，我们普通股的价格波动和市场波动还可能基于以下各种因素：

\n \n \n \n \n \n \n\n \n

●

一项潜在的业务合并及其条款和条件；

\n 7\n

\n 目录\n

\n \n \n \n \n \n \n\n \n

●

我们收购的任何业务的运营表现，包括未能从中获得重大收入；

\n \n \n \n \n \n \n\n \n

●

我们在市场中收购的业务以及合并前后竞争对手的表现；

\n \n \n \n \n \n \n\n \n

●

公众对我们新闻稿、证券交易委员会（SEC）文件、网站内容和其他公开公告和信息的反应；

\n \n \n \n \n \n \n\n \n

●

我们收购的任何业务的收益预测变化，或任何可能关注我们或我们收购的行业其他公司的研究分析师的建议；

\n \n \n \n \n \n \n\n \n

●

一般经济状况的变化，包括不可控事件导致的经济衰退；

\n \n \n \n \n \n \n\n \n

●

我们未来披露的任何融资条款的公开披露；

\n \n \n \n \n \n \n\n \n

●

我们普通股报价暂停的时间长度较长；

\n \n \n \n \n \n \n\n \n

●

未来我们普通股的公开交易数量；以及

\n \n \n \n \n \n \n\n \n

●

我们现有股东的行动，包括我们现任董事和高管或重要投资者和债务持有人出售普通股。

这些因素中的许多都是我们无法控制的，无论我们是否能够完成业务合并，以及我们的当前或后续运营表现和财务状况如何，都可能导致我们普通股的市场价格下降。过去，在公司证券市场价格波动期间，经常会发生证券集体诉讼。对我们提起证券诉讼可能导致巨额成本，并分散我们管理层的时间和注意力，而这些时间和注意力本可用于改善我们的业务。

未来我们普通股的发行可能会稀释现有股东的利益，尤其是在收购及任何相关融资的情况下。

我们未来可能会发行额外的普通股。大量发行我们的普通股可能会显著稀释股东的利益。此外，大量普通股在公开市场上的销售，无论是初始发行，还是在业务合并中获得我们普通股的标的公司后续转售，或此前已购得此类普通股的投资者的转售，都可能对我们的普通股市场价格产生不利影响。

如果我们未能提交规定的报告，我们根据1934年《证券交易法》的注册可能会被证券交易委员会撤销。

如果我们未能根据《交易法》提交报告，我们可能会失去注册资格。虽然我们打算继续遵守《交易法》的报告要求，但未来我们可能无法像过去那样遵守。例如，2021年，由于未能提交规定的报告，证券交易委员会撤销了我们根据《交易法》的注册。我们的10-K表于2023年9月生效。本10-K表是与公司持续的报告要求相关的文件。本10-K表未在证券交易委员会规定的时限内提交。

如果我们未来无法遵守证券交易委员会的报告规定，这种失败将影响我们普通股的流动性，并对股价产生抑制作用。我们无法保证我们不会再次出现迟延。

由于《交易法》下规则15c2-11的变更，我们的普通股可能会受到股价、流动性或交易量方面的限制或减少。

2020年9月16日，证券交易委员会通过了对《交易法》下规则15c2-11（“该规则”）的修正案。该规则适用于为场外交易市场（如我们的普通股）上市证券报价的经纪交易商。经修正的规则禁止经纪交易商在没有基于发行人当前公开信息的情况下，在场外交易市场为发行人的证券发布报价。经修正的规则限制了该规则的“搭便车”例外情况，该例外情况允许经纪交易商依赖最初执行规则要求的信息审查的经纪交易商的报价，为证券发布报价，仅限于具有当前公开信息的发行人或在《交易法》报告方面及时的发行人。截至本日期，我们尚不确定该规则对我们实际会产生什么影响。

这些规则变更可能通过阻止我们的股票被报价或增加我们的合规成本，从而损害我们普通股的流动性和/或市场价格。

我们受制于 “低价股” 规则，这将对我们普通股的流动性产生不利影响。

美国证券交易委员会（SEC）已制定了法规，通常将“低价股”定义为每股市场价格低于5.00美元的权益证券，但有特定的豁免情况。如果我们的股票被报价，我们预计在可预见的未来，我们的股价不会高于5.00美元。这种“低价股”认定将要求任何出售我们证券的经纪自营商披露有关交易的某些信息，获得购买者的书面协议，并确定购买者合理适合购买这些证券。这些规则将限制经纪自营商招揽我们普通股购买的能力，从而减少我们股份的公开市场流动性。

\n 8\n

\n 目录\n

经纪自营商越来越不愿意允许投资者买卖投机性未上市股票，通常会施加一些成本，使得小股东进行此类交易变得不经济。此外，由于美国证券交易委员会（SEC）和金融业监管局（“FINRA”）的明显监管压力，越来越多的经纪自营商拒绝允许投资者购买和出售或以其他方式使买卖低价股变得困难。一旦我们开始交易，这种“低价股”认定可能会对我们普通股的价格产生压制性影响。

作为一家空白支票公司，由于各州的“蓝天法”，我们的股东可能面临我们普通股转售的重大限制。

由于我们是一家处于开发阶段的公司，我们的业务重点是寻找和收购一家运营中的公司，而且我们的普通股符合“低价股”的定义，因此我们根据美国证券交易委员会（SEC）规则和某些州的“蓝天”证券法被认定为“空白支票公司”。因此，除非我们收购了一家运营中的公司，否则某些州的法规可能会影响我们普通股的转让性。具体来说，一些州监管机构已采用法律或法规，限制或排除对空白支票公司证券的二次交易适用州注册豁免，从而使在相关州出售我们的证券变得更加困难或甚至不可能。我们没有根据《1933年证券法》（“证券法”）或任何州的“蓝天”证券法注册我们的普通股以供转售，我们也没有义务在任何州注册或合格我们的普通股，或通知股东任何注册豁免事项。

现任股东以及希望购买普通股的人应意识到，除了我们公司的其他特征外，由于我们作为空白支票公司的地位，新投资者购买普通股可能会面临重大的州限制。

蓝天法、法规、命令、政策声明或解释对“空白支票”公司或“盲池”发行的证券的发行或销售施加了限制，或者如果此类证券原本是向发起人或其他人发行的“低价股”。取决于相关州，这些限制可能规定此类证券和/或发行：

\n \n \n \n \n \n \n\n \n

●

根据豁免条款，不得向合格投资者或合格购买者销售；

\n \n \n \n \n \n \n\n \n

●

根据注册经纪交易商的非发行人交易豁免条款，不得进行交易；

\n \n \n \n \n \n \n\n \n

●

根据许多州的证券注册要求的“兴趣征集”例外条款，不得适用；或

\n \n \n \n \n \n \n\n \n

●

不得注册或豁免注册，因此在任何情况下均不得在该州销售。

因此，我们普通股或其他证券的投资者可能无法在期望的时间段或地点出售其证券，这将削弱其变现能力，并阻碍我们普通股或其他证券交易市场的形成或延迟其发展。

如果公司以空白支票公司身份进行证券发行，此类发行将受到联邦证券法律和法规的限制和限制，包括公司任何注册发行的规则419。

由于我们是一家空白支票公司，我们受SEC规则419的约束，该规则对空白支票公司的注册发行施加了某些程序要求和限制。具体而言，规则419规定，此类发行中公司发行的证券和收到的收益应存入托管或信托账户，公司需向注册声明提交生效后修订，披露有关任何可能收购和目标业务的必要信息（如果符合某些指定标准），并且每位投资者应有权决定是否继续作为投资者，或从托管或信托账户中获得其相应资金。

此外，作为一家空白支票公司，我们不能依赖某些联邦证券发行豁免，特别是条例A、条例D第504条和条例众筹，这可能限制我们在与运营公司完成业务合并之前通过未注册发行筹集资金的能力。

因此，如果我们决定在与运营公司完成业务合并之前进行证券发行，公司将受到这些限制，这可能限制我们筹集必要资金的能力，以在预期时间内以有利条件或无论如何找到并完成运营公司的收购。这可能，除其他不利后果外，阻止我们追求管理层原本认为有吸引力的收购，延迟此类收购的完成，或导致相对于运营公司可用条款的不利条款。

第1B项。未解决的工作人员意见。

不适用。

\n 9\n

\n 目录\n

第1C。项。网络安全。

我们是一家“空白支票”公司，目前没有实质性的业务运营。公司的唯一业务活动一直是识别和评估合适的并购交易候选对象。公司仅拥有有限的信息技术系统，且不存储或处理大量敏感个人或财务数据。由于目前业务的局限性，公司尚未采用正式的网络安全风险管理计划，也未实施正式的流程来评估、识别或管理重大的网络安全威胁。尽管公司目前不认为面临重大的网络安全风险，但公司认识到网络安全威胁在不断演变，未来可能会变得重大，特别是如果公司完成一项业务合并并接管被收购公司的信息系统和数据。董事会通常负责监督公司面临的风险，包括任何网络安全风险。如果公司完成一项业务合并，公司将评估被收购公司的网络安全状况，并实施适当的风险管理流程和控制措施。

第2项. 财产。

我们不拥有任何房地产，也不支付办公空间费用。

第3项. 法律诉讼。

截至本文件提交之日，公司或其任何财产均未涉及任何待决的重大法律诉讼。有时，公司可能会因日常业务而卷入各种诉讼和法律程序。诉讼本身具有内在的不确定性，这些或其他事项中可能出现不利结果，可能会损害我们的业务、财务状况或经营成果。

第4项. 矿山安全披露。

不适用。

\n 10\n

\n 目录\n

第二部分

第5项. 注册人普通股的市场’及相关股东事项和发行人购买权益证券。

市场信息

由于我们的普通股未在证券交易所上市，且在2021年3月25日OTC Pink的报价被暂停，目前我们的普通股没有公开交易市场。

据我们了解，股份报价暂停是由于2021年3月公司普通股的注册被撤销所致。我们计划寻求在OTC Markets上报价。

我们被授权发行最多20亿股普通股，每股面值0.001美元，以及2000万股优先股，每股面值0.001美元。截至本10-K表的提交日期，已发行和流通的普通股为30,766,923股。

2026年4月，公司完成了已发行和流通普通股的一股八股反向股票分割，每股面值0.001美元未发生变化。本10-K表中列出的普通股和每股金额反映了反向股票分割，除非另有说明。参见合并财务报表的注释5。

股东

截至2026年10月13日，我们普通股的记录持有人大约有290人。此数字不包括以“街名”形式在经纪商/交易商处持有股份的受益所有人。

股息

我们从未就我们的普通股宣布或支付过现金股息，且在可预见的未来也不计划就我们的普通股宣布或支付现金股息。截至2026年10月13日，公司已累计了1,824美元未支付的B系列优先股股息。此外，D系列可转换优先股的章程（截至本报告提交日尚未发行任何股份）限制了现金股息和分配的支付，以及公司资本股票的赎回和回购。任何股息的支付将取决于未来的盈利情况（如有）、我们的财务状况、合同限制和其他由董事会认为相关的因素。

根据股权补偿计划授权发行的证券

无

未注册的股权证券销售

过去三年内没有进行过股权证券的销售。

第6项。[保留]

第7项。管理层讨论与分析’财务状况和经营成果。

“管理层讨论与分析财务状况和经营成果”中的某些陈述属于前瞻性声明，涉及风险和不确定性。诸如“可能”、“将”、“应该”、“会”、“预期”、“意图”、“计划”、“相信”、“寻求”、“估计”和类似表述用于识别此类前瞻性声明。请读者谨慎不要过度依赖这些前瞻性声明，这些声明仅反映管理层在本文件日期的分析。您应结合本10-K表中的财务报表阅读以下讨论。我们不对这些前瞻性声明进行更新以反映实际结果或影响前瞻性声明的因素或假设的变化承担任何义务。我们的实际结果可能与前瞻性声明中讨论的内容有重大差异。有关更多信息，请参阅本10-K表第1A项中的“关于前瞻性声明的警示说明”和“风险因素”。由于公司是一家空壳公司，根据《私人证券诉讼改革法》（PSLRA）的安全港条款，不适用于公司作出的前瞻性声明。

概述

公司目前没有产生收入的实质性业务运营，并且根据《交易法》第12b-2条的定义，是一家空壳公司。公司的主要业务目标是完成一项业务合并。

公司目前正在评估并推进潜在的业务合并。如果完成，该交易预计将对公司业务、运营、管理和资本结构产生重大变化。无法保证拟议交易将按照预期条款或任何条款完成。参见第13项——后续事件。

\n 11\n

重要会计政策和最近的会计公告

请参阅我们的财务报表附注，以获取有关我们重要会计政策和最近会计公告的信息。

经营成果

请结合本报告中其他部分包含的财务报表和相关附注阅读以下讨论。

截至2026年6月30日止年度，公司的净亏损为778,097美元，相比2025年6月30日止年度的净亏损713,361美元增加了64,736美元，主要是由于以下原因：

\n \n \n \n \n \n \n\n \n

●

销售、一般及行政费用因公司有限运营的波动而增加了52,972美元，这些运营主要集中在满足其财务报告和其他上市公司义务以及评估潜在的战略交易；

\n \n \n \n \n \n \n\n \n

●

在拟议的收购中，针对向Apex North LLC预付的220,000美元预付款，产生了723美元的利息收入；

\n \n \n \n \n \n \n\n \n

●

由于在本年度内签订了新的本票，利息费用增加了12,487美元；

公司在截至2026年6月30日止年度内没有产生收入，目前也不开展产生重大收入的业务。因此，公司2026财年的运营费用主要由维持其上市公司地位和评估潜在战略机会相关的专业、审计、管理和其他费用组成。

流动性与资本资源

公司经历了严重的流动性限制，并且在过去两个财年中主要依赖现有债务持有人和其他贷款人的融资。截至2026年6月30日，公司拥有现金123,408美元，向Apex North, LLC预付的款项为220,723美元，营运资本赤字为8,687,833美元。公司有5,442,769美元的应付票据和应计利息，其中4,948,100美元已违约并可随时要求偿还，此外还有74,000美元的未偿还可转换债券。根据本10-K表格中包含的财务报表，除非公司能够筹集所需资本或产生重大收入以资助其运营，否则对公司持续经营能力存在重大疑虑，这种疑虑将持续到财务报表发布之日起的12个月内。

公司目前没有产生重大收入的业务，并需要额外融资以满足其现有义务、维持其报告状态并资助其持续的行政和交易相关费用。尽管公司历史上从现有债务持有人和其他贷款人处获得融资，但无法保证在需要时能够以对公司有利的条款获得额外融资。2026年4月，公司完成了一次一比八的反向股票分割，面值没有变化，并将授权的普通股增加至20亿股。截至2026年6月30日，流通的普通股为30,766,923股。参见第5号注释。

2026年6月30日之后（参见第13号注释——后续事件）：

\n \n \n \n \n \n \n\n \n

●

公司从WVP Emerging Manager Onshore Fund, LLC – C/M Capital Series和C/M Capital Master Fund LLP获得了额外的500,000美元资金，其中包括8月的100,000美元和9月的400,000美元；和

\n \n \n \n \n \n \n\n \n

●

公司根据两张年利率为8%、期限为12个月的本票，向Apex North LLC额外提供了450,000美元，截至2026年9月30日，累计已提供的本金达到670,000美元。

公司还在寻求收购Apex North 80%的会员权益。交易的完成取决于多项条件，包括公司完成一项私人配售，产生至少300万美元的毛收益。交易完成后，公司需负责资助与保留的20%会员权益相关的项目成本，直至决定开采、完成可贷可行性研究或另一个约定日期。公司目前尚未获得此类融资的承诺。如果完成交易，可能会显著改变公司的流动性需求、资本资源、业务运营和资本结构。无法保证公司能够获得足够的融资或成功完成该拟议交易。

公司的B系列优先股（“B系列”）的指定证书限制了公司在未经B系列持有人多数批准的情况下发行优先股的权利，该优先股的优先级高于或与B系列平级。第13号注释中描述的D系列优先股具有优先级。

\n 12\n

经营活动使用的现金：

截至2026年6月30日的财年，经营活动使用的现金为163,993美元，相比2025年6月30日的财年为101,968美元，这是由于专业费用和文件费用发生时间的波动。

投资活动使用的现金：

截至2026年6月30日的财年，投资活动使用的现金为220,000美元，其中包括根据第12号注释中描述的本票协议向Apex North LLC的预付款。截至2025年6月30日的财年没有投资活动。

融资活动产生的现金：

截至2026年6月30日的财年，融资活动产生的现金为487,500美元，相比2025年6月30日的财年为120,000美元，其中包括本票的收益。

关键会计政策和估计

根据美国通用会计准则编制财务报表需要管理层做出影响报告金额和披露的估计和假设。重要的估计包括向Apex North LLC的预付款的可收回性，作为非流动预付投资列示，以及递延税资产的可实现性。截至2026年6月30日，预付投资为220,723美元，约占总资产的64%。预期收回的变化可能会对信用损失准备金和净损失产生重大影响。参见第2、12和13号注释。

我们还有其他重要的会计政策，这些政策涉及估计、判断和假设，对于理解我们的结果至关重要，这些政策在截至2026年6月30日的合并财务报表第2号注释中进行了描述。

第7A项。关于市场风险的定量和定性披露。

不适用

\n 13\n

第8项。财务报表和补充数据。

Integral Technologies, Inc.

\n\n\n\n\n\n

独立注册公共会计事务所的报告（PCAOB ID No. 106）	15
截至2026年6月30日和2025年6月30日的合并资产负债表	17
截至2026年和2025年6月30日的财年的合并损益表	18
截至2026年6月30日及2025年6月30日止年度的股东权益变动综合报表	19
截至2026年6月30日及2025年6月30日止年度的现金流量综合报表	20
综合财务报表附注	21

\n 14\n

\n 目录\n

\n $\"auditlogo.jpg\"$ \n

独立注册公共会计事务所的报告

致：股东及董事会

Integral Technologies, Inc.

财务报表的审计意见

我们审计了Integral Technologies, Inc.及其子公司（“公司”）截至2026年6月30日和2025年6月30日的合并资产负债表，以及截至2026年6月30日止两年期间的合并利润表、股东权益变动表和现金流量表，以及相关附注（统称为“合并财务报表”）。在我们的意见中，合并财务报表在所有重大方面公允地反映了公司截至2026年6月30日和2025年6月30日的合并财务状况，以及截至2026年6月30日止两年期间的合并经营成果和现金流量，符合美国通用会计原则。

持续经营

伴随的合并财务报表是假设公司将继续作为持续经营而编制的。如合并财务报表附注3所述，公司在2026财年分别出现了净亏损和经营性活动现金使用量为778,097美元和163,993美元，并且截至2026年6月30日，公司累积亏损和营运资金不足分别为69,985,934美元和8,687,833美元。这些情况引发了对公司作为持续经营能力的重大疑虑。关于这些情况，管理方的计划也已在附注3中描述。合并财务报表未包含可能因该不确定性结果而产生的任何调整。

审计意见的基础

这些合并财务报表是公司管理层的责任。我们的责任是根据我们的审计，对公司的合并财务报表发表意见。我们是一家在美国公共公司会计监督委员会（“PCAOB”）注册的会计师事务所，并根据美国联邦证券法以及证券交易委员会和PCAOB的相关规则和法规，要求与公司保持独立。

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits 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 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.

2295 NW Corporate Blvd., Suite 240 • Boca Raton, FL 33431-7326

Phone: (561) 995-8270 • Toll Free: (866) CPA-8500 • Fax: (561) 995-1920

www.salbergco.com • info@salbergco.com

Member National Association of Certified Valuation Analysts • Registered with the PCAOB

Member CPAConnect with Affiliated Offices Worldwide • Member AICPA Center for Audit Quality

\n 15\n

$\"auditlogo.jpg\"$

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters 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 consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Salberg & Company, P.A.

SALBERG & COMPANY, P.A.

We have served as the Company’s auditor since 2023.

Boca Raton, Florida

October 13, 2026

2295 NW Corporate Blvd., Suite 240 • Boca Raton, FL 33431-7326

Phone: (561) 995-8270 • Toll Free: (866) CPA-8500 • Fax: (561) 995-1920

www.salbergco.com • info@salbergco.com

Member National Association of Certified Valuation Analysts • Registered with the PCAOB

Member CPAConnect with Affiliated Offices Worldwide • Member AICPA Center for Audit Quality

\n 16\n

\n Table of Contents\n

Integral Technologies, Inc.

Consolidated Balance Sheets

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	June 30, 2026			June 30, 2025
ASSETS

Current assets:
Cash	$	123,408			$	19,901
Total Current assets		123,408				19,901

Non-Current assets:
Prepaid investment in Apex North, LLC (see Notes 12 and 13)		220,723				-
Total assets	$	344,131			$	19,901

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	1,878,564			$	1,753,345
Related party payable		1,409,084				1,259,084
Dividend payable		1,824				1,824
Notes payable and accrued interest		5,442,769				4,615,661
Mandatorily redeemable preferred stock, at redemption value		5,000				5,000
Convertible debentures		74,000				74,000
Total liabilities		8,811,241				7,708,914

Stockholders’ deficit:
Common stock, $0.001 par value; 2,000,000,000 and1,000,000,000 shares authorized, respectively; 30,766,923 shares issued and outstanding at June 30, 2026 and 2025;		30,767				30,767
Additional paid-in capital		61,426,807				61,426,807
Preferred stock, $0.001 par value; 20,000,000 shares authorized, two Series B shares outstanding at June 30, 2026 and 2025, classified as liabilities;		-				-
Additional paid-in capital - share obligations		61,250				61,250
Accumulated deficit		(69,985,934	)			(69,207,837	)
Total stockholders’ deficit		(8,467,110	)			(7,689,013	)

TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT	$	344,131			$	19,901

The accompanying notes are an integral part of the consolidated financial statements.

\n 17\n

\n Table of Contents\n

Integral Technologies, Inc.

Consolidated Statements of Operations

Years ended June 30, 2026 and 2025

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	2026			2025

Operating expenses:
Selling, general, and administrative expenses		439,212				386,240
Total operating expenses:		(439,212	)			(386,240	)
Loss from operations:		(439,212	)			(386,240	)

Other income (expense):
Interest income		723				-
Interest expense		(339,608	)			(327,121	)
Total other income (expense)		(338,885	)			(327,121	)
Income (loss) before income taxes		(778,097	)			(713,361	)
Provision for income tax		-				-
Net income (loss)	$	(778,097	)		$	(713,361	)
Net income (loss) per share – basic and diluted	$	(0.03	)		$	(0.02	)
Weighted average number of common shares outstanding		30,766,923				30,766,923

The accompanying notes are an integral part of the consolidated financial statements.

\n 18\n

\n Table of Contents\n

Integral Technologies, Inc.

Consolidated Statements of Changes in Stockholders’ Deficit

Years ended June 30, 2026 and 2025

\n\n\n\n\n\n\n\n

	Number of Shares of Common Stock Issued		Common Stock At Par			Additional Paid-in Capital		Number of Shares of Series B Preferred Stock Issued	Series B Preferred Stock — Equity Carrying Amount		Additional paid-in capital - share obligations			Accumulated Deficit		Total Stockholders' Deficit
Balance June 30, 2024		30,766,923		$	30,767		$	61,426,807		2		$	-		$	61,250	$	(68,494,476	)	$	(6,975,652	)

Net loss for the year		-			-			-		-			-			-		(713,361	)		(713,361	)
Balance June 30, 2025		30,766,923		$	30,767		$	61,426,807		2		$	-		$	61,250	$	(69,207,837	)	$	(7,689,013	)

Net loss for the year		-			-			-		-			-			-		(778,097	)		(778,097	)
Balance June 30, 2026		30,766,923		$	30,767		$	61,426,807		2		$	-		$	61,250	$	(69,985,934	)	$	(8,467,110	)

The accompanying notes are an integral part of the consolidated financial statements.

\n 19\n

\n Table of Contents\n

Integral Technologies, Inc.

Consolidated Statements of Cash Flows

Year ended June 30, 2026 and 2025

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	2026			2025
Cash flows from operating activities:
Net loss	$	(778,097	)		$	(713,361	)
Accrued interest on notes payable (Note 11)		339,608				327,121
Accrued interest on advances for the prepaid investment in Apex North LLC (Note 12)		(723	)			-
Changes in working capital:
Accounts payable and accrued expenses		125,219				133,896
Related party payable		150,000				150,376

Net cash used in operating activities		(163,993	)			(101,968	)

Cash flows used in investing activities:
Advance for the prepaid investment in Apex North LLC (Note 12)		(220,000	)			-
Net cash used in investing activities		(220,000	)			-

Cash flows from financing activities:
Proceeds from notes payable		487,500				120,000
Net cash provided by financing activities		487,500				120,000

Increase in cash		103,507				18,032
Cash, beginning of period		19,901				1,869
Cash, end of period	$	123,408			$	19,901


Supplemental cash flow information:
Interest paid	$	-			$	-

The accompanying notes are an integral part of the consolidated financial statements.

\n 20\n

\n Table of Contents\n

Integral Technologies, Inc.

Notes to the Consolidated Financial Statements

Year ended June 30, 2026 and 2025

NOTE 1 - NATURE OF OPERATIONS

Integral Technologies, Inc. (the “Company” or “Integral”) was incorporated under the laws of the State of Nevada on February 12, 1996 and its head office is in Evansville, Indiana, USA. The Company was in the business of researching, developing and commercializing electrically-conductive resin-based materials called ElectriPlast. At present, the Company has no material revenue-generating operations. The Company’s business plan is to seek a business combination. As a result, the Company is a “shell” company.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and are presented in United States dollars.

Principles of consolidation

These consolidated financial statements include the accounts of the Company and its wholly-owned inactive subsidiary, Electriplast Corp. (formerly Plastenna, Inc.) (“Electriplast”). All intercompany balances and transactions have been eliminated. The Company has no active subsidiaries.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management estimates include expected credit losses on amounts advanced to Apex North LLC and presented as a non-current prepaid investment and the valuation allowance for deferred income tax assets. Actual results could differ from those estimates and could impact future results of operations and cash flows.

Basic and diluted net earnings (loss) per share

Basic net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the year. Diluted net loss per common share is computed by dividing the net loss by the weighted-average number of common shares and dilutive common share equivalents outstanding during the period. There were no common stock equivalents outstanding for the years ended June 30, 2026 and 2025.

Financial instruments

The Company’s financial instruments include cash, amounts receivable under promissory notes presented as a prepaid investment in Apex North LLC, accounts payable and accrued expenses, related party payable, dividend payable, mandatorily redeemable preferred stock, convertible debentures and notes payable.

Prepaid investment in Apex North LLC

The Company presents amounts advanced under promissory notes in connection with its proposed acquisition of Apex North LLC as a non-current prepaid investment, reflecting their intended application to the proposed transaction and potential retention as intercompany balances following closing. The underlying notes are measured at amortized cost, including accrued interest, net of an allowance for expected credit losses under ASC 326. Expected credit losses are assessed over the remaining contractual term using relevant historical information, current conditions and reasonable and supportable forecasts. Interest income is recognized in accordance with the contractual terms. See Note 12.

Fair value measurements

ASC 820 Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which give the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

21\n

\n Table of Contents\n

Integral Technologies, Inc.

Notes to the Consolidated Financial Statements

Year ended June 30, 2026 and 2025

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

\n\n\n

	●	Level 1 – Quoted prices in active markets for identical securities;
	●	Level 2 – Other significant observable inputs that are observable through corroboration with market data (including quoted prices in active markets for similar securities); and
	●	Level 3 – Significant unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability.

Income taxes

The Company uses the asset and liability approach in its method of accounting for income taxes that requires the recognition of deferred tax liabilities and assets for expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. A valuation allowance against deferred tax assets is recorded if, based upon weighted available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company recognizes the tax benefit of an uncertain tax position only when it is more likely than not that the position will be sustained upon examination, based on its technical merits. A recognized tax benefit is measured as the largest amount that is more than 50% likely to be realized upon ultimate settlement.

Recent Accounting Pronouncements

On November 4, 2024, FASB issued Accounting Standards Update (ASU) 2024-03, Disaggregation of Income Statement Expenses, which will require public business entities (PBEs) to disclose additional expense details in annual and interim financial statement notes. Inventory purchases; employee compensation; depreciation; intangible asset amortization; and depreciation, depletion, and amortization (DD&A) amounts that are included in certain expense line items, e.g., cost of sales, selling general and administrative (SG&A), or research and development (R&D), will now be disclosed. As clarified by ASU 2025-01, the guidance is effective for the Company for the fiscal year beginning July 1, 2027, and interim periods within the fiscal year beginning July 1, 2028. Early adoption is permitted.

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, is effective for the Company for the year ended June 30, 2026. It expands annual income tax disclosures, including the rate reconciliation and income taxes paid by jurisdiction. Other recently issued accounting pronouncements are not expected by management to materially affect the consolidated financial statements.

NOTE 3 - GOING CONCERN

These consolidated financial statements have been prepared on a going concern basis, which assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the ordinary course of business. The Company’s operations have resulted in a net loss of $778,097 for the year ended June 30, 2026 (2025 – $713,361), cash used in operations during the year ended June 30, 2026 of $163,993 (2025 - $101,968), an accumulated deficit of $69,985,934 ( June 30, 2025 – $69,207,837) and a working capital deficiency of $8,687,833 as at June 30, 2026 ( June 30, 2025 - $7,689,013). While the Company currently lacks sufficient funding for continued operations, it has historically been able to raise capital on an as-needed basis to maintain operations. The lack of cash flow and the Company's significant working capital deficiency raises substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance of this report.

These consolidated financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate because management believes that the actions already taken or planned will mitigate the adverse conditions and events that raise doubts about the validity of the going concern assumption used in preparing these consolidated financial statements. Management intends to raise additional capital through equity and debt financings to finance operations and is pursuing a business combination. If none of these events occur, there is a risk that the business will fail.

\n 22\n

\n Table of Contents\n

Integral Technologies, Inc.

Notes to the Consolidated Financial Statements

Year ended June 30, 2026 and 2025

NOTE 4 – TERMINATION AGREEMENT AND RETURN OF PREFERRED SHARES

On September 9, 2019, the Company entered into a technology and asset purchase agreement (the “Asset Purchase Agreement”) with Pivotal Battery Corp. (“Pivotal”), a company with management in common. On June 30, 2022, the Company amended the Asset Purchase Agreement to amend the payment terms.

Due to uncertainty of collection, the Company recognized payments received under the Asset Purchase Agreement as revenue when received. Total revenues recognized pursuant to the Asset Purchase Agreement for each of the years ended June 30, 2026 and 2025 were $nil.

On September 15, 2023, Pivotal and the Company entered into a termination agreement; whereby the Company will forgive and mutually release Pivotal from any and all obligations under the Asset Purchase Agreement, in exchange for terminating its 40 preferred shares of the Company and releasing the Company from any and all shareholder obligations and accrued dividends. Further, Pivotal will be issuing 2,000,000 of its shares on a pro-rata basis to Integral shareholders on record pursuant to which the Company released Pivotal from its remaining obligations under the Asset Purchase Agreement and Pivotal relinquished 40 Series B Preferred Shares of the Company, which were subsequently cancelled. Pivotal also agreed to issue 2,000,000 shares of its common stock on a pro-rata basis to qualifying shareholders of the Company.

Pursuant to the fiscal year 2024 termination agreement of preferred shares, the Company is owed 2,000,000 shares of Pivotal common stock. Because these shares have not yet been distributed and carry a nominal value, this disclosure has no current accounting impact. As a result of the overall agreement, the Company previously reduced dividends payable by $36,481 and the mandatorily redeemable preferred stock liability by $100,000 during the year ended June 30, 2024, and which recognized a total gain on extinguishment of preferred share obligations of $136,481.

NOTE 5 - STOCKHOLDERS’ DEFICIT

During April 2026, the Company completed a reverse stock split at a ratio of one-for-eight (1:8). As a result of the reverse stock split, every eight shares of issued and outstanding common stock were automatically combined and converted into one share of common stock, with no change in the par value per share. All share and per share amounts in these consolidated financial statements have been retroactively adjusted to reflect the reverse stock split.

Common stock

During the year ended June 30, 2026 and 2025, there were no common share transactions.

In April 2026, the Company filed a Certificate of Amendment to its Articles of Incorporation increasing the number of authorized shares of common stock from 1,000,000,000 to 2,000,000,000 shares.

Series B Preferred stock

The Company has 2 series B shares outstanding.

Each Preferred Share outstanding carries an annual 12% dividend compounded annually for three (3) consecutive years. The Company will pay dividends on a quarterly basis at the discretion of the Board to the extent cash or other assets are available. Dividends may be paid in cash or other property. The Shares have no voting rights.

The Shares were convertible into shares of common stock of the Company at the option of the holder on a 1:1,562 basis (subject to adjustments for stock dividends, splits, combinations and similar events) at any time within 12 to 36 months from the date of issuance of the Shares provided that the Company has enough authorized and unissued shares of common stock available for the conversion. This conversion right expired prior to fiscal 2025.

Any accrued but unpaid interest or dividends related to the Shares may also be converted into common stock at the discretion of the Board of Directors.

23\n

\n Table of Contents\n

Integral Technologies, Inc.

Notes to the Consolidated Financial Statements

Year ended June 30, 2026 and 2025

NOTE 5 - STOCKHOLDERS’ DEFICIT (CONTINUED)

The Company also has the option to call the Shares and purchase some or all of the Series B Preferred Stock owned by investors at any time at on a pro rata, nearest whole share basis. The redemption value of the Shares is $2,500 per Share (subject to adjustments for stock dividends, splits, combinations and similar events) (the “Redemption Value”). On the date 36 months from the issuance date of the Shares, if not already converted to common, the Company shall redeem the Shares at the Redemption Value and pay all accrued but unpaid dividends and interest to the extent assets are available. There have been no redemptions.

The mandatorily redeemable preferred stock liability (“MRPSL”) of $105,000 was recognized at the issuance date. On September 15, 2023, pursuant to a termination agreement with the investor, the investor returned to the Company, 40 preferred shares, which were cancelled. As a result, during the year ended June 30, 2024, the Company reduced the MRPSL by $100,000 and reduced its dividends payable by $36,481. As of June 30, 2026 and June 30, 2025, redeemable preferred stock dividends payable were $1,824 and MRPSL was $5,000.

Series C Preferred Stock

On September 18, 2023, the Company issued 1 Series C Preferred Share at $0.001 par value. On September 19, 2023, following the increase in the authorized common shares, the 1 Series C Preferred Stock was automatically cancelled for no consideration.

The Series C Preferred Share held voting power equal to 51% of the total number of votes on all of its stock issued and outstanding and held the voting rights to vote solely on the increase to the authorized number of shares of common stock. The Series C Preferred Share was not convertible, was not entitled to participate in distribution of assets or rights on dissolution or wind-up and was not entitled to dividends or distributions.

Series C-1 Preferred Stock

On March 13, 2026, the Company designated one Series C-1 Preferred Share with a par value of $0.001. The Series C-1 Preferred Share was issued solely to approve specified capitalization amendments. During April 2026, following approval of the applicable capitalization amendments, the Series C-1 Preferred Share was automatically cancelled for no consideration.

The Series C-1 Preferred Share carries voting power equal to 51% of the votes eligible to be cast on such matters and has no conversion, dividend or liquidation rights.

Stock options, warrants and restricted shares

The Company has no options, warrants or restricted shares issued and outstanding as of June 30, 2026 and 2025.

Share obligations

(a)

Pursuant to a separation agreement with a previous CFO, the Company will issue 4,500 shares of common stock with a due date fair value of $3,600 and settle all unpaid fees from July 1, 2016 to February 10, 2017 (effective date of resignation).

(b)

Pursuant to directors’ agreements, the Company is obligated to issue 8,125 shares of common stock measured at the due date fair value $37,650 recognized within obligation to issue shares.

(c)

On February 21, 2019, the Company entered into a promissory note for total proceeds of $80,000. The promissory note bears interest at 2% per month and matured on November 21, 2019. As additional consideration to the holder, the Company was obligated to issue 125,000 common shares within 180 days of the promissory note. As of June 30, 2026 and June 30, 2025, these shares have not been issued and the due date fair value of $20,000 has been recognized within obligation to issue shares within equity.

The three obligations above, totaling $61,250, are reflected as share subscriptions and obligations to issue shares within equity.

24\n

\n Table of Contents\n

Integral Technologies, Inc.

Notes to the Consolidated Financial Statements

Year ended June 30, 2026 and 2025

NOTE 6 -RISK MANAGEMENT AND FINANCIAL INSTRUMENTS

Fair value

The carrying amounts of the Company's short-term financial instruments, including the notes payable, approximate fair value due to their short-term nature.

Credit risk

Cash is held with U.S. financial institutions and is subject to applicable FDIC insurance limits. Management considers the credit risk associated with cash held at U.S. financial institutions to be minimal. The prepaid investment represents amounts advanced under promissory notes to Apex North LLC in connection with the Company's proposed acquisition of Apex North LLC. The Company monitors the collectability of these advances based on the terms of the note, the financial condition of Apex North LLC and the status of the proposed acquisition. At June 30, 2026, the $220,723 balance due from this single borrower represented approximately 64% of total assets. See Note 12 for the expected credit loss assessment.

Interest rate risk

The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary current assets and current liabilities.

Currency risk

The Company translates the results of non-U.S. transactions into US dollars using rates of exchange on the date of the transaction. The exchange rate varies from time to time. This risk is considered nominal as the Company does not incur significant transactions in currencies other than US dollars.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company’s approach to managing liquidity risk is to provide reasonable assurance that it will have sufficient funds to meet liabilities when due. The Company manages its liquidity risk by forecasting cash flows required for operations and anticipated investing and financing activities.

The Company requires significant additional funding to meet its operational costs in fiscal year 2027 and beyond.

Financing transactions may include the issuance of equity securities, obtaining additional credit facilities, incurring additional indebtedness or other financing mechanisms. However, the Company’s shares are not currently trading, which has made it more difficult to obtain equity financing.

NOTE 7 – INCOME TAXES

The provision for income taxes consists of the following for the years ended June 30:

\n\n\n\n\n\n

	2026			2025

Current income tax expense		-				-
Deferred income tax expense before change in valuation allowance		406,000				372,000
Decrease in valuation allowance		(406,000	)			(372,000	)
Total provision for income taxes	$	-			$	-

25\n

\n Table of Contents\n

Integral Technologies, Inc.

Notes to the Consolidated Financial Statements

Year ended June 30, 2026 and 2025

NOTE 7 – INCOME TAXES (CONTINUED)

The total income tax provision differs from the amount computed by applying the federal statutory income tax rate to loss before income taxes as follows for the years ended June 30:

\n\n\n\n\n\n\n\n\n

	2026			2025

Income tax recovery at the statutory rate of 21%		(163,000	)			(150,000	)

Increase (Decrease) in taxes due to:
Change in valuation allowance		(406,000	)			(372,000	)
Expiration of net operating loss carryforwards		498,000				453,000
Permanent differences		71,000				69,000
Total provision for income taxes	$	-			$	-

The Company has used a federal statutory income tax rate of 21%. The Company has no material state tax liabilities, and accordingly, no provision for state income taxes has been recognized.

Deferred tax assets and liabilities reflect temporary differences between financial reporting carrying amounts and tax bases. The Company has recorded a full valuation allowance against its deferred tax assets because of uncertainty regarding realization of future tax benefits, including its recurring losses and lack of material revenue-generating operations. The valuation allowance decreased by $406,000 and $372,000 during the years ended June 30, 2026 and 2025, respectively.

The components of the net deferred tax asset, calculated at a tax rate of 21%, are as follows at June 30:

\n\n\n\n\n\n

	2026			2025

Noncurrent deferred tax assets		-				-
Net operating loss carryforwards		7,465,000				7,871,000
Valuation allowance		(7,465,000	)			(7,871,000	)
Net deferred tax asset/ (liability)	$	-			$	-

For tax purposes, the Company has unused net operating losses available for carryforward to future tax years. At June 30, 2026, the Company had net operating loss carryforwards of approximately $35,546,000, of which approximately $31,417,000 expire between 2027 and 2038 and $4,129,000 may be carried forward indefinitely. During the year ended June 30, 2026, approximately $2,373,000 of net operating loss carryforwards ($498,000 tax effect) expired unused. The related deferred tax asset and offsetting valuation allowance were reduced by the same amount, with no net effect on income tax expense.

Current federal tax laws include substantial restrictions on the utilization of net operating losses and tax credits in the event of an ownership change of a corporation. Accordingly, the Company's ability to utilize net operating loss and tax credit carryforwards may be limited as a result of such ownership changes. Such a limitation could result in the expiration of carryforwards before they are utilized.

NOTE 8 - RELATED PARTY TRANSACTIONS

At June 30, 2026, related party payable of $1,409,084 (2025 – $1,259,084) consisted of amounts owed to the Company’s executives for management fees, consulting fees and business-related reimbursements. The 2026 balance comprised $709,084 payable to James Eagan and $700,000 payable to Doug Bathauer. These amounts are non-interest-bearing and have no stated repayment terms.

During each of the years ended June 30, 2026 and 2025, the Company accrued management fees of $150,000, comprising $75,000 for James Eagan and $75,000 for Doug Bathauer. These amounts are included in selling, general and administrative expenses and related party payable, and correspond to the salaries reported in the Summary Compensation Table in Item 11.

26\n

\n Table of Contents\n

Integral Technologies, Inc.

Notes to the Consolidated Financial Statements

Year ended June 30, 2026 and 2025

NOTE 9 - SEGMENT INFORMATION

The Company has one operating and reportable segment comprising its corporate activities, principally maintaining its public company reporting status and evaluating and pursuing a business combination. The Company has no material revenue-generating operations.

The Chief Executive Officer is the chief operating decision maker (“CODM”). The CODM reviews results on a consolidated basis, including expenses by functional classification, and uses net loss to assess performance and allocate resources to the Company’s corporate activities.

Segment revenue was nil and segment net loss was $778,097 and $713,361 for the years ended June 30, 2026 and 2025, respectively. These amounts equal the corresponding consolidated amounts, with no reconciling items.

The Company measures segment performance based on aggregate net loss. Total asset information by segment is not provided to, or reviewed by, the CODM as it is not used to make strategic decisions, allocate resources or assess performance.

Segment expenses for 2026 and 2025, respectively, include selling, general and administrative expenses of $439,212 and $386,240, comprising management fees of $150,000 in each year and other selling, general and administrative expenses of $289,212 and $236,240; and interest expense of $339,608 and $327,121. Other segment items consist of interest income of $723 and nil, respectively. These amounts reconcile segment revenue to segment net loss.

NOTE 10 - CONVERTIBLE DEBENTURES

JMJ Financial

On November 16, 2017, the Company entered into a debt agreement with JMJ Financial. A total of $200,000 was received. The convertible debenture became due on May 15, 2018. As of June 30, 2026 and June 30, 2025, $74,000 remains due.

The note becomes convertible in the event the Company breaches any of the default provisions. On January 16, 2018, the note was in default and accordingly became convertible. The conversion price is the lesser of $0.40 or 50% of the lowest trade price in the 25 trading days previous to the conversion. The lender is limited to holding no more than 4.99% of the issued and outstanding common stock at the time of conversion. After the expiration of 120 days following the delivery date of any consideration, the Company will have no right of prepayment without written consent of the lender.

On March 25, 2021, the Company’s common shares were suspended from trading. As a result, the Company is not able to satisfy the conversion rights under the convertible debt agreements, the fair values of all derivative liabilities have been measured at $nil as at June 30, 2026 and June 30, 2025.

27\n

\n Table of Contents\n

Integral Technologies, Inc.

Notes to the Consolidated Financial Statements

Year ended June 30, 2026 and 2025

NOTE 11 – NOTES PAYABLE

As of June 30, 2026, the Company had the following loan agreements outstanding, summarized as follows:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

Original debt		Accrued interest as of June 30, 2026			Cumulative Total balance settled through cash		Balance due as of June 30, 2026		Interest rate		Inception	Original due date

$	352,400		$	302,995		$	(20,000	)	$	635,395				10	%	August 2017	May 2018*
	80,000			187,600			(82,100	)		185,500			$2,300 per month until repaid		November 2019	August 2020*
	90,000			140,800			-			230,800			$1,600 per month until repaid		November 2019	August 2020*
	3,000,000			720,000			-			3,720,000				8	%	July 1, 2023	May 1, 2024*
	35,000			7,525			-			42,525				8	%	October 23, 2023	August 23, 2024*
	10,000			1,514			-			11,514				8	%	August 8, 2024	June 8, 2025*
	35,000			4,756			-			39,756				8	%	October 18, 2024	August 18, 2025*
	50,000			5,500			-			55,500				8	%	February 13, 2025	December 13, 2025*
	25,000			2,110			-			27,110				8	%	June 10, 2025	April 10, 2026*
	40,000			2,613			-			42,613				8	%	September 5, 2025	July 5, 2026
	15,000			684			-			15,684				8	%	December 4, 2025	October 4, 2026
	12,500			518			-			13,018				8	%	December 23, 2025	October 23, 2026
	120,000			1,710						121,710				4	%	February 20, 2026	December 20, 2026
	225,000			1,233						226,233				8	%	June 5, 2026	April 5, 2027
	75,000			411						75,411				8	%	June 5, 2026	April 5, 2027

$	4,164,900		$	1,379,969		$	(102,100	)	$	5,442,769

* As of June 30, 2026, these notes were in default and are due on demand.

As of June 30, 2026, a total of $4,948,100 of principal and interest is in default and due on demand

28\n

\n Table of Contents\n

Integral Technologies, Inc.

Notes to the Consolidated Financial Statements

Year ended June 30, 2026 and 2025

NOTE 11 – NOTES PAYABLE (CONTINUED)

As of June 30, 2025, the Company had the following loan agreements outstanding, summarized as follows:

\n\n\n\n\n\n\n\n\n\n\n\n\n

Original debt		Accrued interest as of June 30, 2025			Cumulative Total balance settled through cash		Balance due as of June 30, 2025		Interest rate		Inception	Original due date

$	352,400		$	269,755		$	(20,000	)	$	602,155				10	%	August 2017	May 2018*
	80,000			160,000			(82,100	)		157,900			$2,300 per month until repaid		November 2019	August 2020*
	90,000			121,600			-			211,600			$1,600 per month until repaid		November 2019	August 2020*
	3,000,000			480,000			-			3,480,000				8	%	July 1, 2023	May 1, 2024*
	35,000			4,725			-			39,725				8	%	October 23, 2023	August 23, 2024*
	10,000			714			-			10,714				8	%	August 8, 2024	June 8, 2025*
	35,000			1,956			-			36,956				8	%	October 18, 2024	August 18, 2025
	50,000			1,501			-			51,501				8	%	February 13, 2025	December 13, 2025
	25,000			110			-			25,110				8	%	June 10, 2025	April 10, 2026

$	3,677,400		$	1,040,361		$	(102,100	)	$	4,615,661

* As of June 30, 2025, these notes were in default and are due on demand.

NOTE 12 – PREPAID INVESTMENT IN APEX NORTH, LLC

On June 15, 2026 (“Effective Date”), in connection with the proposed acquisition of an 80% interest in Apex North LLC (“Apex”), the Company advanced $220,000 to Apex under a promissory note. Dragonstone Metals Ltd. acts as the account intermediary for disbursement to Apex. The note bears simple interest at 8% per annum on the contractual 360-day basis. Principal and accrued interest mature no later than June 15, 2027, twelve months after the stated effective date. The Company presents the balance as a non-current prepaid investment in Apex North LLC at June 30, 2026, reflecting its intended application to the proposed acquisition and potential retention as an intercompany balance following closing. See Note 13 for additional advances made subsequent to year-end.

At June 30, 2026, principal of $220,000 and accrued interest of $723 totaled $220,723. Interest income for the year was $723. If the proposed acquisition is not completed, the principal and accrued interest will remain payable by Apex in accordance with the terms of the note. In the event of default, the Company may pursue available legal remedies, which could include seeking recovery against Apex’s assets, subject to applicable law and any prior-ranking claims. The amount and timing of any recovery would depend on the realizable value of those assets and the costs and outcome of enforcement proceedings.

Management evaluated expected credit losses considering Apex’s financial condition, available repayment sources and estimated recoveries through enforcement. No allowance for expected credit losses was recognized at June 30, 2026, as management expects to recover the outstanding principal and accrued interest in full, including if the proposed acquisition is not completed. This assessment considers the estimated realizable value of Apex’s assets, net of prior-ranking claims and estimated enforcement costs. The contractual maturity date is June 15, 2027; however, the balance is presented as a non-current prepaid investment for the reasons described above.

Upon completion of the proposed acquisition, the advance may remain as an intercompany asset in the Company’s separate-entity accounts. The intercompany receivable and the corresponding obligation of Apex will be eliminated in the consolidated financial statements.

29\n

\n Table of Contents\n

Integral Technologies, Inc.

Notes to the Consolidated Financial Statements

Year ended June 30, 2026 and 2025

NOTE 13 - SUBSEQUENT EVENTS

Additional Financing

On August 20, 2026, the Company entered into promissory notes with WVP Emerging Manager Onshore Fund, LLC – C/M Capital Series and C/M Capital Master Fund LP in the aggregate principal amount of $100,000, consisting of a $50,000 note issued to each lender. The notes bear interest at a rate of 8% per annum and mature ten months following their issuance. The notes are secured by a first-priority security interest in substantially all of the assets of the Company. The Company may prepay the outstanding principal and accrued interest under the notes without penalty.

On September 15, 2026, the Company received an additional $400,000 from C/M Capital Master Fund LP and WVP Emerging Manager Onshore Fund, LLC – C/M Capital Series, comprising $300,000 and $100,000, respectively.

Additional Advances for the Proposed Investment in Apex North LLC

Subsequent to June 30, 2026, the Company advanced an additional $450,000 to Apex North LLC (“Apex”) pursuant to promissory notes with principal amounts of $100,000 and $350,000 and effective dates of August 19, 2026 and September 16, 2026, respectively. The notes bear simple interest at 8% per annum, calculated on a 360-day basis. Principal and accrued interest are due no later than August 19, 2027 and September 16, 2027, respectively, and may be prepaid without penalty.

The advances were funded through Dragonstone Metals Ltd., acting as account intermediary for Apex, and through payments made directly on Apex’s behalf. Including the $220,000 advanced before year-end described in Note 12, cumulative principal advanced to Apex totaled $670,000 as of September 30, 2026. Apex’s repayment obligations are not contingent on completion of the proposed acquisition.

Designation of Series D Convertible Preferred Stock

On October 2, 2026, the Company filed with the Nevada Secretary of State a Certificate of Designation (the “Certificate of Designation”) designating 500,000 of its 20,000,000 authorized shares of preferred stock as Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”). As of the date these consolidated financial statements were issued, no shares of Series D Preferred Stock had been issued.

The material terms of the Series D Preferred Stock include:

Stated Value; Ranking. Each share has a stated value of $70.00 (the “Stated Value”) and ranks senior to all other capital stock as to dividends, distributions and liquidation, unless holders consent otherwise.

Dividends. Holders participate on an as-converted basis in dividends and distributions to common stockholders, subject to the applicable ownership limitation. The Certificate of Designation contains restrictions on cash dividends, distributions, redemptions and repurchases of capital stock, together with the specific cash-settlement obligations described below.

Conversion. Each share is convertible at the holder’s option into common stock at an initial conversion price of $0.07 per share (the “Conversion Price”), based on the Stated Value plus other amounts owed (the “Conversion Amount”). Based solely on the Stated Value and initial Conversion Price, each preferred share would convert into 1,000 common shares, and all 500,000 designated preferred shares would convert into 500,000,000 common shares if issued and converted. Conversions are limited to 4.99% beneficial ownership, adjustable by the holder up to 9.99% with the Company’s prior written consent. An increase in the limitation does not become effective until the 61st day after notice is delivered to the Company.

Anti-Dilution. The Conversion Price is subject to customary adjustments and to full-ratchet adjustment upon dilutive issuances. Holders may also elect to convert at the price of any variable price securities the Company issues, or exchange their shares for securities in a subsequent placement at 125% of the Conversion Amount.

Triggering Events. Upon specified triggering events, including delisting, conversion failures, material debt defaults, insolvency, an unconsented change of control or a material adverse effect, holders may convert 125% of the Conversion Amount at the Conversion Price.

\n 30\n

Integral Technologies, Inc.

Notes to the Consolidated Financial Statements

Year ended June 30, 2026 and 2025

NOTE 13 - SUBSEQUENT EVENTS (CONTINUED)

Authorized Shares; Cash Settlement. The Company must reserve sufficient authorized common shares to permit conversion of all outstanding Series D Preferred Stock without regard to ownership limitations. If a conversion cannot be completed because insufficient authorized common shares are available, the Company must redeem the affected portion for cash. The payment equals the number of common shares that could not be delivered multiplied by the highest closing sale price during the period specified in the Certificate of Designation, plus applicable brokerage commissions and other out-of-pocket expenses associated with purchases made to satisfy sales of those shares. Separate cash-payment remedies apply to certain conversion-delivery failures and related holder buy-ins.

Liquidation. Upon liquidation, holders are entitled to the greater of 125% of the Conversion Amount and the as-converted amount, payable in cash before junior stock.

Voting. Holders vote with common stockholders on an as-converted basis, subject to the applicable ownership limitation, which does not apply to Dragonstone Metals Ltd., its affiliates or members, or Company directors and officers. These exceptions apply to the voting limitation; they do not exempt those holders from the conversion ownership limitation.

Protective Provisions; Covenants. The consent of Dragonstone Metals Ltd. is required to amend the Company’s organizational documents adversely to the Series D Preferred Stock, create senior or parity stock or make distributions on junior stock, and majority-holder consent is required for a change of control. The Certificate of Designation also restricts liens, asset dispositions and affiliate transactions, and restricts certain debt payments and investments while a triggering event, or an event that would become a triggering event with the passage of time, is continuing.

Registration Rights. Dragonstone Metals Ltd., as the designated Required Holder, may request registration of the resale of registrable securities, subject to a limit of two qualifying demand registrations. The Company must file the registration statement within 60 days after receiving a demand, or 90 days if the SEC reviews the registration statement, subject to permitted deferrals, and use commercially reasonable efforts to obtain effectiveness. The Company bears specified registration expenses, excluding selling holders’ underwriting discounts, commissions and transfer taxes.

Proposed Acquisition of Apex North LLC

Subsequent to June 30, 2026, the Company negotiated a draft Membership Interest Purchase Agreement (the “MIPA”) with Dragonstone Metals Ltd. (“Dragonstone”) and Nedeel, LLC (“Nedeel”), pursuant to which the Company would acquire an aggregate 80% membership interest in Apex North LLC (“Apex North”), consisting of a 40% membership interest from each seller. Apex North owns or is expected to own the Apex North Critical Minerals Project located in Washington County, Utah, consisting initially of approximately 200 unpatented lode mining claims covering approximately 1,672 hectares, together with additional claims being acquired and related project assets.

The consideration consists of reimbursement of approximately $227,680 of project costs incurred through March 31, 2026, plus certain agreed project costs incurred thereafter, and the issuance of 390,714 shares of newly designated Series D Preferred Stock having an aggregate stated value of $27,349,980.

Following closing, the remaining 20% membership interest will be held equally by Green Iguana Investments Pty Ltd. and Kryptonite LLC d/b/a NV Resources. These retained interests will be carried without dilution through the earlier of a decision to mine, completion of a bankable feasibility study or another agreed date, during which period the Company will be responsible for funding project costs. Thereafter, each retained holder may elect to fund its proportionate share of future project expenditures or surrender its interest in exchange for a 1% gross smelter return royalty.

Completion of the transaction is subject to various closing conditions, including completion by the Company of a private placement generating gross proceeds of at least $3,000,000, issuance of the Series D Preferred Stock, completion of applicable regulatory filings, transfer of the project interests and execution of an amended operating agreement. The agreement also contemplates changes to the Company’s board of directors and executive officers.

Management considers the closing of the proposed acquisition to be probable. Because the transaction had not closed as of the date of issuance of these financial statements, the financial effects have not been reflected herein. Upon closing, management expects to account for the transaction as a reverse acquisition and recapitalization, with Apex North LLC as the accounting acquirer and the Company as the legal acquirer and accounting acquiree.

\n 31\n

\n Table of Contents\n

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our principal executive officer and principal financial officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” as of June 30, 2026, the end of the period covered by this Annual Report on Form 10-K, have concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Management’s Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting based on the parameters set forth above and has concluded that as of June 30, 2026, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles as a result of the following material weaknesses:

● The Company has limited segregation of duties within its accounting and financial reporting functions due to its limited personnel and resources.

● The Company has limited levels of review in the financial close process.

● The Company has inadequate policies and procedures surrounding related-party transactions.

\n 32\n

\n Table of Contents\n

We plan to rectify these weaknesses by enhancing the segregation and review of accounting and financial reporting responsibilities, implementing and documenting appropriate financial reporting and related-party transaction policies and procedures, and adding qualified accounting and financial reporting resources as the Company's operations and resources permit.

Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal control over financial reporting during the quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Item 9B. Other Information.

During the quarter ended June 30, 2026, no director or officer of the company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable

PART III

Item 10. Directors, Executive Oﬃcers and Corporate Governance

The following is a list of our directors and executive officers. All directors serve one-year terms or until each of their successors are duly qualified and elected. The officers are elected by the board of directors.

\n\n\n\n

Name	Age	Position(s)
Doug Bathauer	57	Chief Executive Officer, Chief Financial Officer, President, Treasurer and Director
James Eagan	60	Chairman of the Board of Directors
Michael Pruitt	66	Director

James Eagan. Mr. Eagan has been our Chairman of the Board since November 2012, and on January 23, 2014, he was appointed Chief Executive Officer of ElectriPlast Corporation, our wholly-owned subsidiary. Since March 2019, Mr. Eagan has also been the Chairman and a director and since September 2019 a consultant to Pivotal Battery Corp., the purchaser of our bipolar plate technology.

Mr. Eagan was appointed director as a result of his business development and technology licensing expertise. He also brought his experience in applying advanced materials in developing and producing new products in the electronics and communications industry.

Doug Bathauer. Mr. Bathauer was appointed a director and Chief Executive Officer in November 2012 and led the Company’s efforts in commercializing and manufacturing its conductive plastics technology. From April 2019 until November of 2021, Mr. Bathauer served as Chief Operating Officer of Aluminum Shapes LLC, a manufacturer and distributor of aluminum products. In 2021, Aluminum Shapes filed a petition for a Chapter 11 bankruptcy proceeding.

Mr. Bathauer was appointed director as a result of prior experience in the securities industry raising capital and providing management consulting services to early stage and growing regional companies.

Michael Pruitt. Mr. Pruitt was appointed a director in May 2026. Mr. Pruitt has extensive experience as an executive and director of public companies. He has served as Chief Executive Officer of Forward Industries, Inc. since May 2025 and also has served as a member of its Board of Directors since 2025. Mr. Pruitt founded Avenel Financial Group, a boutique financial services firm concentrating on emerging technology company investments, in 1999. In February 2005, Mr. Pruitt formed Chanticleer Holdings, Inc., then a public holding company (now known as Sonnet BioTherapeutics Holdings, Inc.), and he served as Chairman of the Board of Directors and Chief Executive Officer until April 1, 2020, at which time the restaurant operations of Chanticleer Holdings were spun out into a new public entity, Amergent Hospitality Group Inc. (“Amergent”), where Mr. Pruitt continues to serve as its Chairman and Chief Executive Officer. From October 2020 until September 2025, Mr. Pruitt was a member of the Board of Directors of IMAC Holdings, Inc. (OTCQB: BACK). From July 2023 until June 2025, Mr. Pruitt served as the Interim Chief Executive Officer of Amaze Holdings. Mr. Pruitt also has served as a director of Amaze Holdings since December 2021. Mr. Pruitt was appointed a director as a result of his public company leadership experience, capital markets expertise and experience with emerging technology companies.

In July 2024, Amergent, where Mr. Pruitt serves as Chairman and Chief Executive Officer, filed a voluntary petition for reorganization under Chapter 11 in the U.S. Bankruptcy Court for the Northern District of Texas (the “Court”). In October 2025, the Court approved the reorganization of Amergent. and the liquidation of certain of its subsidiaries.

\n 33\n

\n Table of Contents\n

Family Relationships

There are no family relationships among our directors or officers.

Director Independence

Our Board has determined that Michael Pruitt is independent under the Nasdaq Stock Market listing rules, which the Board has selected as the applicable standard for purposes of evaluating director independence, notwithstanding that the Company’s securities are not currently listed on the Nasdaq Stock Market. Doug Bathauer and James Eagan are not independent under the Nasdaq Stock Market listing rules.

Committees of the Board of Directors

Our Company has a Board of Directors that is currently comprised of three members. Each director holds office until the next annual meeting of shareholders or until a successor is elected or appointed.

The Company does not currently have a separately designated audit committee, compensation committee or nominating committee. The functions customarily delegated to an audit committee are performed by the full Board of Directors. As a result, the Company does not have an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K serving on a separately designated audit committee. The Board of Directors selects the Company’s independent registered public accounting firm, establishes procedures for monitoring and submitting information or complaints related to accounting, internal controls or auditing matters, engages outside advisors, and makes decisions related to funding outside audit and non-audit advisors. The Company intends to establish appropriate board committees as its operations and resources permit, including in connection with or following any completed business combination.

Code of Ethics

On September 20, 2004, the Board of Directors established a written code of ethics that applies to each of our senior executive officers. A copy of that code is available on our corporate website at http://www.itkg.net. A copy of our Code of Business Conduct and Ethics will also be provided free of charge upon request to: CEO, Integral Technologies Inc. 2605 Eastside Park Road, Suite 1 Evansville, IN 47715.

Insider Trading Policies and Procedures

The Company has not adopted insider trading policies and procedures because its common stock is not currently quoted or traded on any market and the Company has no employees other than its executive officers. The Board of Directors intends to adopt such policies and procedures prior to its common stock being traded again.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our Company's officers and directors, and persons who own more than 10% of a registered class of our Company's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (“SEC”). Officers, directors, and greater than 10% shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of copies of such reports received or written representations from certain reporting persons, we believe that, during the year ended June 30, 2026, all Section 16(a) filing requirements applicable to our officers, directors and 10% shareholders were timely complied with by such persons.

Shareholder Communications

Although we do not have a formal policy regarding communications with the Board, shareholders may communicate with the Board by writing to us at Integral Technologies, Inc., 2605 Eastside Park Road, Suite 1, Evansville, IN 47715. Shareholders who would like their submission directed to a member of the Board may so specify, and the communication will be forwarded as appropriate.

Board Leadership Structure

Our Board has no fixed policy with respect to combining or separating the offices of Chairman of the Board and Chief Executive Officer, and currently those two positions are held by separate individuals. The Board believes that separation of the roles is the appropriate leadership structure for us at this time as it allows for sufficient Board oversight of the business and supervision of our Chief Executive Officer, while still providing sufficient autonomy to our management team to oversee day-to-day operations of the Company.

\n 34\n

\n Table of Contents\n

Item 11. Executive Compensation.

The following table sets forth all compensation, including bonuses, stock option awards and other payments, paid or accrued by Integral and/or its subsidiaries, to or for Integral’s principal executive officer and two other highest paid executive officers (collectively, the “Named Executive Officers”), during the fiscal years ended June 30, 2026, and 2025.

\n\n\n\n\n\n

Name and

Principal
Position

Fiscal
Year
Ended

June

Salary

Bonus

Stock

Awards

Options

Awards

Non-Equity

Incentive Plan

Compensation

Nonqualified

Deferred

Compensation

Earnings

All Other

Compensation

Total

James Eagan

2026

75,000

Chairman, Director and CEO of wholly owned subsidiary ElectriPlast Corp.

2025

75,000

Doug Bathauer

2026

75,000

CEO, Treasurer, CFO and Director

2025

75,000

Mr. Eagan and Mr. Bathauer are each compensated $75,000 per year under oral agreements. As of June 30, 2026, Messrs. Eagan and Bathauer had accrued $709,084 and $700,000, respectively, in unpaid compensation. Except as disclosed above, there is no other compensation due to our executives and directors including any salaries, management fees, consulting fees or business related reimbursements. The $75,000 accrued for each executive in each year totals the $150,000 annual executive compensation disclosed in Note 8.

Director Compensation

The directors of the Company have not received any compensation paid, distributed nor accrued from the Company for the last two fiscal years.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth the number of shares of Integral’s voting stock beneficially owned as of October 13, 2026 by (i) those persons known by Integral to be owners of more than 5% of Integral’s common stock, (ii) each director of Integral, (iii) all Named Executive Officers (as defined in Item 11), and (iv) all executive officers and directors of Integral as a group:

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner (1)		Percent of Voting Power (1)

Directors and Executive Officers:
Common Stock	Doug Bathauer (2)(3)		30,478		0.1%
Common Stock	James Eagan (2)(3)		194,531		0.6%
Common Stock	Michael Pruitt (2)		-		-
Common Stock	All executive officers and directors as a group (3 persons)		225,009		0.7%
Common Stock	SBI Investments LLC, 2014-1 (4)		3,045,926		9.9%

* Less than 1%

(1) Represents voting power. Applicable percentages are based on 30,766,923 shares of common stock outstanding as of October 13, 2026. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible notes currently exercisable or convertible, or exercisable or convertible within 60 days are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person. Unless otherwise indicated in the footnotes to this table, Integral believes that each of the shareholders named in the table has sole voting and investment power with respect to the shares indicated as beneficially owned by them.

\n 35\n

\n Table of Contents\n

(2) A director.

(3) An executive officer of the Company or its wholly-owned subsidiary.

(4) Mr. Jonathan Juchno is the managing partner of the reporting person. Address is: 1111 Brickell Avenue, Suite 2920, Miami, FL 33131. The beneficial ownership of the reporting person is limited to 9.99% of the Company’s outstanding securities as a result of conversion and/or exercise blockers in its notes.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Our Board of Directors consists of three members, Doug Bathauer, James Eagan and Michael Pruitt. Mr. Bathauer and Mr. Eagan also serve as executive officers of the Company or its subsidiary. Mr. Pruitt is an independent director. Although the Company’s securities are not listed on the Nasdaq Stock Market, the Board has elected to apply the Nasdaq Stock Market listing rules as the standard for determining director independence. Under those rules, Mr. Pruitt qualifies as independent because he has no material relationship with the Company that would interfere with the exercise of independent judgment in carrying out his responsibilities as a director.

The Company does not have a formal written policy or procedure for the review, approval or ratification of transactions with related persons. The Board of Directors reviews related-party transactions on a case-by-case basis, considering the material terms, the related person’s interest in the transaction, and whether the transaction is on terms comparable to those that could be obtained in an arm’s-length transaction. All related-party transactions described below were reviewed and approved or ratified by the Board.

\n 36\n

\n Table of Contents\n

Related Party Payables and Debt Issuances

As of June 30, 2026, an aggregate of $1,409,084 was payable to the Company’s executives for outstanding management fees, consulting fees and business-related reimbursements, consisting of $709,084 payable to Mr. Eagan and $700,000 payable to Mr. Bathauer. These amounts are non-interest-bearing and have no stated terms of repayment. During each of the fiscal years ended June 30, 2026 and 2025, the Company accrued $150,000 in executive compensation.

SBI Investments, LLC 2014-1 (“SBI”) is a beneficial owner of more than 5% of the Company’s outstanding common stock. SBI and certain entities affiliated with SBI hold promissory notes of the Company. The Company’s outstanding promissory notes and secured promissory notes as of June 30, 2026 are summarized below, including notes held by SBI, entities affiliated with SBI and entities not affiliated with SBI. See Note 11 to the consolidated financial statements for additional information regarding the Company’s notes payable.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n

Original debt		Accrued interest as of June 30, 2026			Cumulative Total balance settled through cash		Balance due as of June 30, 2026		Interest rate		Inception	Original due date

Promissory notes held by entities not affiliated with SBI:
$	352,400		$	302,995		$	(20,000	)	$	635,395				10	%	August 2017	May 2018*
	80,000			187,600			(82,100	)		185,500			$2,300 per month until repaid		November 2019	August 2020*
	90,000			140,800			-			230,800			$1,600 per month until repaid		November 2019	August 2020*

Promissory notes held by SBI:
	3,000,000			720,000			-			3,720,000				8	%	July 1, 2023	May 1, 2024*
	35,000			7,525			-			42,525				8	%	October 23, 2023	August 23, 2024*
	10,000			1,514			-			11,514				8	%	August 8, 2024	June 8, 2025*
	35,000			4,756			-			39,756				8	%	October 18, 2024	August 18, 2025*
	50,000			5,500			-			55,500				8	%	February 13, 2025	December 13, 2025*
	25,000			2,110			-			27,110				8	%	June 10, 2025	April 10, 2026*
	40,000			2,613			-			42,613				8	%	September 5, 2025	July 5, 2026
	15,000			684			-			15,684				8	%	December 4, 2025	October 4, 2026
	12,500			518			-			13,018				8	%	December 23, 2025	October 23, 2026

Promissory notes held by entities affiliated with SBI:
	120,000			1,710						121,710				4	%	February 20, 2026	December 20, 2026
	225,000			1,233						226,233				8	%	June 5, 2026	April 5, 2027
	75,000			411						75,411				8	%	June 5, 2026	April 5, 2027

$	4,164,900		$	1,379,969		$	(102,100	)	$	5,442,769

* As of June 30, 2026, these notes were in default and due on demand.

Pivotal Agreements

On September 9, 2019, the Company entered into a Technology Asset Purchase Agreement (the “Agreement”) with Pivotal Battery Corp. (“Pivotal”), a Delaware corporation, completing the sale of our bipolar plate technology, including U.S. Patent Applications Nos. 14/822,315 (Bipolar Plate and Method of Making and Using Same) and 16/236,533 (Method of Making Bipolar Plate), together with the Company's related intellectual property and other rights associated with the bipolar plate technology.

The total purchase price for the technology was $2,000,000, with an initial payment of $200,000 and the balance of $1,800,000 payable through a convertible secured promissory note (the “Pivotal Note”) due over a two-year period at an interest rate of 7% per annum. The Company was also to receive 1,500,000 shares of Pivotal’s common stock. Those shares were never issued to the Company.

James Eagan, the Company’s Chairman of the Board, was Pivotal’s Chairman of the Board at the time of execution of the Agreement and remains the Chairman as of the filing of this Form 10-K. Mr. Eagan was also engaged by Pivotal to serve as a consultant in September 2019.

\n 37\n

\n Table of Contents\n

Since entry into the Agreement, Pivotal made payments totaling $422,800 to the Company. During this time, the Company made payments to Mr. Eagan of $314,705 towards his compensation payable. Additionally, Mr. Eagan made loans to Pivotal in the amount of $141,000, of which approximately $120,000 of principal and no interest had been repaid.

Effective June 30, 2022, the Company and Pivotal amended the Agreement and the Pivotal Note to revise the payment terms, including payments during the development and commercialization phases of the bipolar plate technology and a final payment date of December 31, 2027.

In September 2023, one of our Series B stockholders executed an agreement transferring its ownership in 40 Series B Shares to Pivotal. Thereafter, the Company and Pivotal entered into a Termination and Release Agreement pursuant to which (i) Pivotal relinquished its rights to the 40 Series B Shares, which were transferred to the Company and cancelled; (ii) the Company released Pivotal from its remaining obligations under the Agreement, including the remaining purchase price and the obligation to issue 1,500,000 Pivotal shares to the Company; (iii) Pivotal agreed to issue 2,000,000 shares of its common stock on a pro-rata basis to qualifying Company shareholders; and (iv) Pivotal and the Company provided mutual general releases. The Pivotal shares are to be distributed to the eligible shareholders no later than December 31, 2027, subject to compliance with applicable federal and state securities laws.

The Company is not aware of the current market value of the Pivotal shares and can provide no assurances that Pivotal will be able to issue the shares to Company shareholders in compliance with applicable federal and state securities laws.

As a result of the above, the Company reduced dividends payable by $36,481 and the mandatorily redeemable preferred stock liability by $100,000 during the year ended June 30, 2024 and recognized a gain on extinguishment of preferred share obligations of $136,481.

The Company also issued a convertible promissory note with JMJ Financial. A total of $200,000 was received. The convertible note became due on May 15, 2018. $74,000 remains due under this convertible promissory note. Approximately 1,412,500 shares were issued upon conversions by JMJ Financial.

Item 14. Principal Accountant Fees and Services.

Because the Board does not have a separate audit committee, the Board pre-approves all audit and permissible non-audit services on a case-by-case basis. The following table sets forth the aggregate fees paid or accrued by the Company for audit and other services provided by its principal accountant for the fiscal years ended 2026 and 2025:

\n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n \n

	2026 ($)(2)		2025 ($)(2)
Audit Fees (1)		45,000		44,300
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total		45,000		44,300

\n \n \n \n \n \n \n\n \n \n \n \n \n\n \n

	(1)	Audit fees – fees related to the annual audits and quarterly reviews of our financial statements as well as services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements.
	(2)	Fees for 2026 and 2025 were paid or accrued for services provided by Salberg & Company P.A.

\n 38\n

\n Table of Contents\n

PART IV

Item 15. Exhibit and Financial Statement Schedules.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n

	Incorporated by Reference			Filed or Furnished
Exhibit No.	Exhibit Description	Form	Date		Number	Herewith
3.1	Articles of Incorporation	10-12G	7/24/23		3.1
3.1(a)	Certificate of Designation of the Rights, Preferences and Privileges of Series B Convertible Preferred Stock	8-K	12/4/18		3.1
3.1(b)	Certificate of Amendment – Increase Authorized Capital	10-K	9/26/24		3.1(B)
3.1(c)	Certificate of Amendment – Reverse Stock Split and Increase Authorized Capital	10-Q	5/15/26		3.1(C)
3.2	Bylaws, as amended and restated on December 31, 1997	10-QSB	3/31/06		3.04
4.1	Description of Securities	10-K	12/3/25		4.1
10.1	Technology Asset Purchase Agreement dated September 9, 2019	8-K	9/11/19		10.1
10.2	Amendment No. 1 To Technology Asset Purchase Agreement	10-12G	7/24/23		10.2
10.3	Form of Promissory Note and Security Agreement – SBI and Oasis	10-12G	7/24/23		10.3
10.4	Form of Convertible Promissory Note dated May 12, 2017 – SBI	10-12G	7/24/23		10.4
10.5	Form of Convertible Promissory Note dated May 16, 2017 – Oasis	8-K	6/8/17		10.2
10.6	Form of Equity Purchase Agreement dated May 19, 2017 – Oasis	8-K	6/8/17		10.1
10.7	Promissory Note dated February 21, 2019	10-12G	7/24/23		10.7
10.8	Convertible Promissory Note – JMJ Financial	10-12G	7/24/23		10.8
10.9	Convertible note modification – SBI	10-12G	7/24/23		10.9
10.10	Convertible note modification – Oasis	10-12G	7/24/23		10.10
10.11	Professional Services Agreement - Ascentaur, as Amended	10-12G	7/24/23		10.11
10.12	Extension to Professional Services Agreement - Ascentaur	10-K	9/26/24		10.12
10.13	Termination Agreement and Release – Pivotal	10-K	9/26/24		10.13
10.14	Assignment Agreement and Release – Pivotal and Series B Holder	10-K	9/26/24		10.14
16.1	Letter from DMCL LLP	8-K	10/17/24		16.1
21.1	List of Subsidiaries	10-12G	7/24/23		21.1
31.1	Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					Filed
32.1	Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					Furnished
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

Copies of this Form 10-K (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our shareholders who make a written request to our Corporate Secretary at Integral Technologies, Inc., 2605 Eastside Park Road, Suite 1, Evansville, IN 47715.

Item 16. Form 10–K Summary.

Not applicable.

\n 39\n

\n Table of Contents\n

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

\n \n \n \n \n \n\n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n

	Integral Technologies, Inc.

Dated: October 13, 2026	By:	/s/ Douglas Bathauer
		Douglas Bathauer, Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

\n \n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n

Dated: October 13, 2026	By:	/s/ Douglas Bathauer
		Douglas Bathauer, Director


Dated: October 13, 2026	By:	/s/ James Eagan
		James Eagan, Director


Dated: October 13, 2026	By:	/s/ Michael Pruitt
		Michael Pruitt, Director

\n 40\n

","original","zhKind","translation","complete",false,"公司与财报","市场观察","政策与监管","宏观与美联储","行业与主题","观点与解读","aihot","/items/z4c097uptsxfx2ocj86ib1mht","https://www.sec.gov/Archives/edgar/data/1018281/000143774926032587/0001437749-26-032587-index.htm","rss-sec-xbrl","name","SEC · EDGAR 财务披露","rss","firstParty","iconUrl","/api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar&exp=1792195200&sig=4eab1165515e57e2","iconSrcSet","/api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar-48&exp=1792195200&sig=df95c58c297800b1 48w, /api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar-96&exp=1792195200&sig=2a4278e6e5e85947 96w","changelogVersion","2026-10-01T08:00"]