AtlasClear Holdings (ATCH) 10-K: Business Changes Lead 24 September 2026 Filing Roundup

As a result, such financial services firms are ideal clients for the “one stop shop” solutions our integrated business model intends to provide. Through the acquisition of Wilson-Davis, a correspondent clearing company, our acquisition of Quantum FinTech Acquisition Corporation (“Quantum”), and our anticipated acquisition of Commercial Bancorp, a federal reserve member, we expect to acquire the capabilities to provide specialized clearing and banking services to financial services firms, with an emphasis on global markets currently underserviced by larger vendors. Once properly integrated, anticipated synergies between Commercial Bancorp, Quantum, and Wilson-Davis are expected to allow for lower cost of capital, higher net interest margins, expanded product development and greater credit extension.

As a result, such financial services firms are ideal clients for the “one stop shop” solutions our integrated business model intends to provide. Through our 2024 acquisitions of Wilson-Davis (now known as AtlasClearing, Inc. “AtlasClearing”), a correspondent clearing company, and Quantum FinTech Acquisition Corporation (“Quantum”), and our anticipated acquisition of Commercial Bancorp, a federal reserve member, and our anticipated acquisition of Ark Financial Services, Inc., the holding company of Dawson James, we expect to acquire the capabilities to provide specialized clearing and banking services to financial services firms, with an emphasis on global markets currently underserviced by larger vendors. Once properly integrated, anticipated synergies between Commercial Bancorp, Ark, Quantum, and AtlasClearing are expected to allow for lower cost of capital, higher net interest margins, expanded product development and greater credit extension.

Through the acquisition of Wilson-Davis, a correspondent clearing company, our acquisition of Quantum FinTech Acquisition Corporation (“Quantum”), and our anticipated acquisition of Commercial Bancorp, a federal reserve member, we expect to acquire the capabilities to provide specialized clearing and banking services to financial services firms, with an emphasis on global markets currently underserviced by larger vendors. Once properly integrated, anticipated synergies between Commercial Bancorp, Quantum, and Wilson-Davis are expected to allow for lower cost of capital, higher net interest margins, expanded product development and greater credit extension. In addition, we believe the AtlasClear Platform is cutting-edge, flexible and scalable.

Through our 2024 acquisitions of Wilson-Davis (now known as AtlasClearing, Inc. “AtlasClearing”), a correspondent clearing company, and Quantum FinTech Acquisition Corporation (“Quantum”), and our anticipated acquisition of Commercial Bancorp, a federal reserve member, and our anticipated acquisition of Ark Financial Services, Inc., the holding company of Dawson James, we expect to acquire the capabilities to provide specialized clearing and banking services to financial services firms, with an emphasis on global markets currently underserviced by larger vendors. Once properly integrated, anticipated synergies between Commercial Bancorp, Ark, Quantum, and AtlasClearing are expected to allow for lower cost of capital, higher net interest margins, expanded product development and greater credit extension. We cannot assure you that the Commercial Bancorp acquisition, the Ark acquisition or any other acquisition will be consummated or that, if consummated, any anticipated synergies or benefits will be realized by the Company.

Acquisitions are inherently risky, and any acquisitions we complete may not be successful. Any acquisitions that we may undertake in the future involve numerous risks, including, but not limited to, the following: ● difficulties in integrating and managing the operations, personnel, systems, technologies, and products of the companies we acquire; ● diversion of our management’s attention from normal daily operations of our business; ● our inability to maintain the key business relationships and the reputations of the businesses we acquire; ● uncertainty of entry into markets in which we have limited or no prior experience and in which competitors have stronger market positions; ● our inability to increase revenue from an acquisition; ● increased costs related to acquired operations and continuing support and development of acquired products; ● our responsibility for the liabilities of the businesses we acquire; ● potential…

10 Risk Factor Summary Our business is subject to numerous risks and uncertainties, including those highlighted in this Item 1A, that represent challenges that we face in connection with the successful implementation of our strategy and the growth of our business. In particular, the following risks, among others, may offset our competitive strengths or have a negative effect on our business strategy, which could cause a decline in the price of our Common Stock or warrants and result in a loss of all or a portion of your investment: ● We have a short operating history, which makes it difficult to evaluate our business and prospects. ● We may require substantial funding to finance our operations, but adequate financing may not be available when we need it, on acceptable terms or at all. ● Uncertain global macro-economic and political conditions could materially and adversely affect our results of operations and financial condition. ● The loss of key personnel, or failure to attract and retain other highly qualified personnel, could harm our business. ● The requirement that we repay the Restated Note (as defined below). ● Restrictive covenants under the Convertible Notes (as defined below) could limit our growth and our ability to finance our operations, fund our capital needs, respond to changing conditions and engage in other business activities that may be in our best interests. ● We may not be able to complete our proposed acquisitions of Commercial Bancorp, Ark or an institutional digital asset business. ● If any of our proposed acquisitions are completed, we may experience difficulties in integrating the operations of the acquired companies and in realizing the expected benefits of these transactions. ● Commercial Bancorp, Ark or any other business, if acquired, may have liabilities that are not known to AtlasClear and the indemnities negotiated in the applicable acquisition agreement may not offer adequate protection. ● We may in the future make acquisitions, and such acquisitions could disrupt our operations, and may have an adverse effect on our operating results. ● Any acquisitions, partnerships or joint ventures that we enter into could disrupt our operations and have a material adverse effect on our business, financial condition and results of operations. ● We may be unable to successfully grow our business if we fail to compete effectively with others to attract and retain our executive officers and other key management and technical personnel. ● AtlasClearing’s liquidation of microcap securities and related activities in the over-the-counter market segment expose it to significant risk. ● The over-the-counter markets for the microcap securities AtlasClearing liquidates frequently have limited trading volume and volatile trading prices. ● The penny stock rules limit AtlasClearing’s trading practices. ● AtlasClearing needs to continue to maintain its excess net capital above the NSCC requirement of $10 million to continue to provide correspondent clearing services for introducing brokers. ● AtlasClearing is substantially dependent on one principal customer. ● AtlasClearing customers liquidate securities of smaller reporting companies that have relaxed disclosure obligations. ● AtlasClearing customers also liquidate securities in companies that do not file SEC reports, so there is very little, if any, reliable data publicly available about them. ● AtlasClearing is, and may in the future be, subject to significant regulatory enforcement proceedings. ● AtlasClearing and certain of its personnel are subject to various regulatory disciplinary orders that could be the basis of future regulatory action. ● AtlasClearing’s procedures, policies, and practices to comply with the comprehensive anti-money laundering regulatory regime may not be sufficient to assure compliance. ● General, long-term financial and economic conditions and unforeseen events may adversely affect AtlasClearing’s financial condition and results of operations. ● AtlasClearing may be unable to attract and retain registered representatives and other professional employees. ● FINRA has adopted rules that impose significant compliance requirements on making investment recommendations to retail customers. ● AtlasClearing is exposed to credit risk and other risks from customers, market makers, and other counterparties. AtlasClearing faces significant risks in conducting its market making business.

Our principal executive offices are in Camden, New Jersey 08103-1799. On March 12, 2024, we completed the acquisition of Sovos Brands, Inc. (Sovos Brands) for total purchase consideration of $2.899 billion. For additional information on this acquisition, see Note 3 to the Consolidated Financial Statements.

Our principal executive offices are in Camden, New Jersey 08103-1799. On December 8, 2025, we entered into purchase agreements to acquire 49% of the issued and outstanding equity interests of La Regina di San Marzano di Antonio Romano S.p.A. (La Regina SPA) and La Regina Atlantica, LLC (La Regina Atlantica, and together with La Regina SPA, La Regina). La Regina currently produces all of our Rao’s tomato-based pasta sauces.

We organized as a business corporation under the laws of New Jersey on November 23, 1922; however, through predecessor organizations, we trace our heritage in the food business back to 1869. Our principal executive offices are in Camden, New Jersey 08103-1799. On March 12, 2024, we completed the acquisition of Sovos Brands, Inc. (Sovos Brands) for total purchase consideration of $2.899 billion.

On December 8, 2025, we entered into purchase agreements to acquire 49% of the issued and outstanding equity interests of La Regina di San Marzano di Antonio Romano S.p.A. (La Regina SPA) and La Regina Atlantica, LLC (La Regina Atlantica, and together with La Regina SPA, La Regina). La Regina currently produces all of our Rao’s tomato-based pasta sauces. The aggregate consideration for the transaction is $286 million to be paid in two tranches.

Cybersecurity Risk Management Processes Integrated [Flag] true Cybersecurity Risk Management Processes Integrated [Text Block] Enterprise risk management (ERM) is an integral part of our business processes and our ERM framework considers cybersecurity risk, alongside other company risks, as part of our overall risk assessment process. Cybersecurity Risk Management Third Party Engaged [Flag] true Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Text Block] The company has previously experienced threats and breaches to its data and systems but has not experienced a breach that had a material impact on its operations or business and has not incurred any material breach-related expenses for the last three years that are reasonably likely to materially affect the company…

Cybersecurity Risk Management Processes Integrated [Flag] true Cybersecurity Risk Management Processes Integrated [Text Block] Enterprise risk management (ERM) is an integral part of our business processes and our ERM framework considers cybersecurity risk, alongside other company risks, as part of our overall risk assessment process. Cybersecurity Risk Management Third Party Engaged [Flag] true Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Text Block] In the last three years, the company has not experienced an information security incident that has had a material impact on its business strategy, results of operations or financial condition. Cybersecurity Risk Board of Directors Oversight [Text Block] We have established oversight mechanisms intended to provide effective cybersecurity governance, risk management, and timely incident response.

Rezolute, Inc. (“Rezolute”, the “Company”, “we” or “us”) is a late-stage rare disease company focused on significantly improving outcomes for individuals with hypoglycemia caused by hyperinsulinism (“HI”). Summary of Clinical Assets Ersodetug Our lead clinical asset, ersodetug, is a potential treatment for hypoglycemia caused by multiple forms of hyperinsulinism.

Rezolute, Inc. (“Rezolute”, the “Company”, “we” or “us”) is a late-stage rare disease company focused on developing therapies that treat refractory and debilitating hypoglycemia associated with various forms of hyperinsulinism (“HI”). Summary of Clinical Assets Ersodetug Our lead clinical asset, ersodetug, is a potential treatment for refractory hypoglycemia caused by multiple forms of hyperinsulinism.

Rezolute, Inc. (“Rezolute”, the “Company”, “we” or “us”) is a late-stage rare disease company focused on significantly improving outcomes for individuals with hypoglycemia caused by hyperinsulinism (“HI”). Summary of Clinical Assets Ersodetug Our lead clinical asset, ersodetug, is a potential treatment for hypoglycemia caused by multiple forms of hyperinsulinism. Ersodetug is an intravenously administered human monoclonal antibody that binds to a unique site (allosteric) on the insulin receptor in insulin target tissues, such as in the liver, fat, and muscle.

Rezolute, Inc. (“Rezolute”, the “Company”, “we” or “us”) is a late-stage rare disease company focused on developing therapies that treat refractory and debilitating hypoglycemia associated with various forms of hyperinsulinism (“HI”). Summary of Clinical Assets Ersodetug Our lead clinical asset, ersodetug, is a potential treatment for refractory hypoglycemia caused by multiple forms of hyperinsulinism. Ersodetug is an intravenously administered human monoclonal antibody that binds to a unique site (allosteric) on the insulin receptor in insulin target tissues, such as in the liver, fat, and muscle.

In addition, our senior management is entitled to certain payments upon a change in control. Risks Related to Our Intellectual Property Our current patent positions and license portfolio may not include all patent rights needed for the full development and commercialization of our product candidates. We cannot be sure that patent rights we may need in the future will be available to license on commercially reasonable terms, or at all.

In addition, it is also possible that other risks and uncertainties that affect our business may arise or become material in the future. Risks Related to Our Product Development and Commercialization The supplemental information provided to the FDA to support our belief in the effectiveness of ersodetug in the treatment of congenital HI might not result in a viable path forward. As discussed in this Annual Report, on March 17, 2026, we met with the FDA to discuss the results of the sunRIZE trial and were asked to submit comprehensive analysis datasets and summary outcomes for the Agency’s independent evaluation.

In addition to marketing our proprietary products, we distribute complementary products made by manufacturers around the world. We act as value-added resellers by enhancing the value of the distributed products by customizing them to the needs of our customers through our expert design, engineering and integration. We also support our customers as their extended research and development arm in product design, leveraging the expert skills of our component engineers and design engineers.

In addition to marketing our proprietary products, we distribute complementary products made by manufacturers around the world. Leveraging our engineering and integration expertise, we customize and optimize these solutions to meet the unique requirements of each customer, delivering enhanced performance, reliability, and value. We also support our customers as their extended research and development arm in product design, leveraging the expert skills of our component engineers and design engineers.

During the years ended June 30, 2025 (“ Fiscal 2025 ”) and June 30, 2024 (“ Fiscal 2024 ”), Trio-Tech International revenue from Semiconductor Back-end Solutions and Industrial Electronics represented 67.7% and 32.2% of our revenue, respectively, as compared to 71.1% and 28.8% respectively, during Fiscal 2024. Revenue from the semiconductor industry, or our Semiconductor Back-end Solutions and Industrial Electronics segments, accounted for more than 99.9% of our total revenue for the years ended June 30, 2025 and 2024, respectively. The highlights above are intended to identify certain of the Company’s significant events and transactions during Fiscal 2025.

During the years ended June 30, 2026 (“ Fiscal 2026 ”) and June 30, 2025 (“ Fiscal 2025 ”), Trio-Tech International revenue from Semiconductor Back-end Solutions and Industrial Electronics represented 78.3% and 21.6% of our revenue, respectively, as compared to 67.7% and 32.2% respectively, during Fiscal 2025. Revenue from our Semiconductor Back-end Solutions and Industrial Electronics segments accounted for more than 99.9% of our total revenue for the years ended June 30, 2026 and 2025, respectively. The highlights above are intended to identify certain of the Company’s significant events and transactions during Fiscal 2026.

While the semiconductor industry is and will remain a major market for the Company, an important component of our strategy is to reduce our historic concentration on this industry. As a result, we decided to organize our operating business based on the markets that we serve. Beginning in Fiscal 2025, we report our financial performance based on our new segments, Semiconductor Back-end Solutions and Industrial Electronics.

While the semiconductor industry is and will remain a major market for the Company, an important component of our strategy is to reduce our historic concentration on this industry. We organize our operating business based on the markets that we serve. Beginning in Fiscal 2025, we report our financial performance based on our new segments, Semiconductor Backend Solutions and Industrial Electronics.

Prepaid Assets At March 31, 2022 we had prepaid expenses of $3,146 compared to $21,396 as at March 31, 2021. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities at March 31, 2022 totaled $277 compared to $7,431 as at March 31, 2021. Accrued compensation totaled $17,500 for the year ended March 31, 2022 and 2021 as the liability relates to service in a prior year period.

Prepaid Assets At March 31, 2023 we had prepaid expenses of $0 compared to $3,146 as at March 31, 2022. Accrued Liabilities Accrued liabilities at March 31, 2023 totaled $1,464 compared to $277 as at March 31, 2022. Accrued compensation totaled $17,500 for the year ended March 31, 2023 and 2022 as the liability relates to service in a prior year period.

Income statement for the years ended March 31, 2022 and 2021 Revenues for the years ended March 31, 2022 and 2021 The Company did not have any revenues from any sources in 2022 or 2021 and no revenues are expected in the near term until the Company locates and completes an acquisition of an operational business. 7 Expenses for the years ended March 31, 2022 and 2021 Operating expenses decreased from $27,001 as of March 31, 2021 to $11,096 as of March 31, 2022. The decrease was principally attributable to a decrease in professional fees for legal and accounting services associated with the Company’s financial and periodic reports filed obligations with the SEC.

Income statement for the years ended March 31, 2023 and 2022 Revenues for the years ended March 31, 2023 and 2022 The Company did not have any revenues from any sources in 2023 or 2022 and no revenues are expected in the near term until the Company locates and completes an acquisition of an operational business. 7 Expenses for the years ended March 31, 2023 and 2022 Operating expenses increased from $11,096 as of March 31, 2022 to $21,584 as of March 31, 2023. The increase was principally attributable to an increase in professional fees for legal and accounting services associated with the Company’s financial and periodic reports filed obligations with the SEC.

Prepaid Assets At March 31, 2022 we had prepaid expenses of $3,146 compared to $21,396 as at March 31, 2021. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities at March 31, 2022 totaled $277 compared to $7,431 as at March 31, 2021. Accrued compensation totaled $17,500 for the year ended March 31, 2022 and 2021 as the liability relates to service in a prior year period.

Prepaid Assets At March 31, 2023 we had prepaid expenses of $0 compared to $3,146 as at March 31, 2022. Accrued Liabilities Accrued liabilities at March 31, 2023 totaled $1,464 compared to $277 as at March 31, 2022. Accrued compensation totaled $17,500 for the year ended March 31, 2023 and 2022 as the liability relates to service in a prior year period.

General Rave Restaurant Group, Inc., through its subsidiaries (collectively, the “Company” or “we,” “us” or “our”), franchises pizza buffet (“Buffet Units”), delivery/carry-out (“Delco Units”), express restaurants (“Express Units”) and ghost kitchens (“Pizza Inn Ghost Kitchen Units”) under the trademark “Pizza Inn” and franchises fast casual pizza restaurants (“Pie Five Units”) and ghost kitchens (“Pie Five Ghost Kitchen Units”) under the trademarks “Pie Five Pizza Company” or “Pie Five”. The Company also licenses Pizza Inn Express, or PIE, kiosks (“PIE Units”) under the trademark “Pizza Inn”.

General Rave Restaurant Group, Inc., (www.raverestaurantgroup.com) through its subsidiaries (collectively, the “Company” or “we,” “us” or “our”), franchises pizza buffet (“Buffet Units”), delivery/carry-out (“Delco Units”), express restaurants (“Express Units”) and ghost kitchens (“Pizza Inn Ghost Kitchen Units”) under the trademark “Pizza Inn” and franchises fast casual pizza restaurants (“Pie Five Units”) and ghost kitchens (“Pie Five Ghost Kitchen Units”) under the trademarks “Pie Five Pizza Company” or “Pie Five”. The Company also licenses Pizza Inn Express, or PIE, kiosks (“PIE Units”) under the trademark “Pizza Inn”.

We facilitate food, equipment, and supply distribution to our domestic and international system of restaurants through agreements with third-party distributors. As of June 29, 2025, we had 117 franchised Pizza Inn restaurants, 17 franchised Pie Five Units, and one licensed PIE Unit. The 95 domestic franchised Pizza Inn restaurants were comprised of 79 Buffet Units, five Delco Units, 10 Express Units and one Pizza Inn Ghost Kitchen Unit.

The Company also licenses Pizza Inn Express, or PIE, kiosks (“PIE Units”) under the trademark “Pizza Inn”. During the quarter ended June 28, 2026, the last remaining PIE Unit closed, and we have no intentions on opening any new PIE Units in the future. We facilitate food, equipment, and supply distribution to our domestic and international system of restaurants through agreements with third-party distributors.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, filed with the SEC on September 26, 2024. Non-GAAP Financial Measures and Other Terms The Company’s financial statements are prepared in accordance with United States generally accepted accounting principles (“GAAP”).

Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended June 29, 2025, filed with the SEC on September 25, 2025, as amended on November 6, 2025. Pursuant to Instruction 1 to Item 303(a) of Regulation S-K, the discussion of fiscal year 2024 results has been omitted from this Annual Report on Form 10-K.

We have delivered over 100 million Fixes, and, as of August 2, 2025, we had approximately 2,309,000 active clients. Refer to the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Financial and Operating Metrics” for information on how we define and calculate active clients. HOW IT WORKS When clients first sign up for Stitch Fix, they fill out an onboarding quiz through which they communicate their style, fit, and budget preferences.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS We use a 52- or 53-week fiscal year, with our fiscal year ending on the Saturday that is closest to July 31 of that year. The fiscal year ended August 1, 2026 (“fiscal 2026”) and August 2, 2025 (“fiscal 2025”) consisted of 52 weeks, and the fiscal year ended August 3, 2024 (“fiscal 2024”) consisted of 53 weeks.

Historically, our net sales have not been concentrated in a particular period or season, and are generally weighted consistently throughout the year. Our percentage of annual net sales for the first, second, third, and fourth quarters of the fiscal year ended August 2, 2025, were 25%, 25%, 26%, and 24%, respectively. INTELLECTUAL PROPERTY We protect our intellectual property through a combination of trademarks, domain names, copyrights, trade secrets, and patents, as well as contractual provisions and restrictions on access to our proprietary technology.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS We use a 52- or 53-week fiscal year, with our fiscal year ending on the Saturday that is closest to July 31 of that year. The fiscal year ended August 1, 2026 (“fiscal 2026”) and August 2, 2025 (“fiscal 2025”) consisted of 52 weeks, and the fiscal year ended August 3, 2024 (“fiscal 2024”) consisted of 53 weeks. Throughout this Annual Report, all references to quarters and years are to our fiscal quarters and fiscal years unless otherwise noted.

In San Francisco, California, we lease approximately 134,000 square feet of space, of which approximately 38,000 square feet is utilized for our corporate headquarters. Furthermore, given our more distributed workforce and our reduction in headcount as part of our restructuring, we currently sublease approximately 38,000 square feet of our San Francisco space and are actively marketing the remaining 58,000 square feet for sublease. We also currently lease and operate three fulfillment centers in the United States.

In San Francisco, California, we lease approximately 134,000 square feet of space, of which approximately 38,000 square feet is utilized for our corporate headquarters. Furthermore, given our more distributed workforce, we currently sublease approximately 58,000 square feet of our San Francisco space and are actively marketing the remaining 38,000 square feet for sublease. We also currently lease and operate three fulfillment centers in the United States.

Due to enrollment growth and high demand for its services, HDMC expanded to add a branch campus in Temecula, California in order to accommodate 250 to 400 additional students. HDMC offers ultrasound tech (“UT”), vocational nursing (“VN”), VN Associate of Applied Science degree program, Associate Degree of Nursing, nursing assistant, MRI Associate of Applied Science, cardiac sonography, pharmacy technician, dental assisting, clinical medical assisting, medical administrative assisting programs, medical billing and coding, veterinary assistant, phlebotomy technician avocational, nursing assistant avocational, UT Associate of Applied Science degree programs, and an EMT program. HDMC also has obtained approval from the Accrediting Council for Continuing Education and Training (“ACCET”) to offer a surgical technology Associate of Applied Science program and sterile processing technician program and plans to begin doing so in October 2025, pending receipt of approval from the Bureau for Private Postsecondary…

Due to enrollment growth and high demand for its services, HDMC expanded to add a branch campus in Temecula, California in order to accommodate 250 to 400 additional students. HDMC offers Ultrasound Technician (“UT”), vocational nursing (“VN”), VN Associate of Applied Science degree program, Associate Degree of Nursing, Nursing Assistant, MRI Associate of Applied Science, Cardiac Sonography, Pharmacy Technician, Dental Assisting, Clinical Medical Assisting, Medical Administrative Assisting, Medical Billing and Coding, Veterinary Assistant, Phlebotomy Technician avocational, UT Associate of Applied Science degree programs, EMT, Surgical Technology Associate of Applied Science, and Sterile Processing Technician programs. As of June 30, 2026, HDMC had 2,097 students enrolled in its programs.

Generally, the recertification process includes a review by ED of an institution’s educational programs and locations, administrative capability, financial responsibility and other oversight categories. The current expiration date of the program participation agreements for HDMC and CCC is September 30, 2026. Integrity and CCMCC are currently participating in the Title IV Programs under a temporary provisional program participation agreement in connection with their change in ownership and control resulting from our acquisition of the institutions.

In 1991, CCC moved to its current location in Salinas, California to accommodate growing enrollment numbers and the addition of new training programs. In September 2026, CCC entered into a lease for a new, additional location in Houston, Texas, which CCC currently projects to open in November 2026, subject to receipt of the required regulatory and accreditation approvals. CCC offers the following certificate or degree programs: Computer Specialist: Accounting, Medical Administrative Assistant, Medical Assisting, Nursing Assistant, UT, UT Associate of Applied Science, Veterinary Assistant, Veterinary Technology Associate of Applied Science, VN, Surgical Technology (Associate of Applied Science), Dental Assisting, Sterile Processing Technician, Pharmacy Technician, MRI Associate of Applied Science, and Cardiac Sonography Associate of Applied Science.

Any failure to comply with state laws and regulatory requirements, including educational regulations, or new state legislative or regulatory initiatives affecting our institutions, could have a material adverse effect on our total student enrollment, results of operations, financial condition and cash flows. Our institutions are subject to the educational laws and regulations of the State of California where our physical campuses are located. We also may be subject to the educational laws of other states if we acquire a new institution in the state or if one of our institutions adds a new campus in the state or otherwise conducts other operations in the state covered by applicable state educational law including, but not limited to, student recruitment, advertising or certain types of distance education.

Any failure to comply with state laws and regulatory requirements, including educational regulations, or new state legislative or regulatory initiatives affecting our institutions, could have a material adverse effect on our total student enrollment, results of operations, financial condition and cash flows. Our institutions are subject to the educational laws and regulations of the State of California where our physical campuses are located, and CCC’s new additional location in Houston will be subject to the educational laws and regulations of the State of Texas. We also may be subject to the educational laws of other states if we acquire a new institution in the state or if one of our institutions adds a new campus in the state or otherwise conducts other operations in the state covered by applicable state educational law including, but not limited to, student recruitment, advertising or certain types of distance education.

Our unique blend of multinational facilities, vertical integration, centralized management, and core strengths continue to support our growth and our customers’ needs. We continue to focus on controlling operating expenses and leveraging the synergistic capabilities of our world-class facilities in the United States, Mexico, China, and Vietnam. This international production capability provides our customers with the benefits of improved supply-chain management, reduced inventory, lower labor costs, lower transportation costs, and reduced product fulfillment time.

Our unique blend of multinational facilities, vertical integration, centralized management, and core strengths continue to support our growth and our customers’ needs. We continue to focus on controlling operating expenses and leveraging the synergistic capabilities of our world-class facilities in the United States, Mexico, and Vietnam. This international production capability provides our customers with the benefits of improved supply-chain management, reduced inventory, lower labor costs, lower transportation costs, and reduced product fulfillment time.

This international production capability provides our customers with the benefits of improved supply-chain management, reduced inventory, lower labor costs, lower transportation costs, and reduced product fulfillment time. We are also planning to significantly increase production capacity in our Arkansas and Vietnam facilities in order to continue to benefit from the growing customer demand for rebalancing their contract manufacturing. We believe these initiatives should help mitigate the adverse impact and uncertainties surrounding the recently announced tariffs on goods manufactured in China and Mexico.

This international production capability provides our customers with the benefits of improved supply-chain management, reduced inventory, lower labor costs, lower transportation costs, and reduced product fulfillment time. We have also recently significantly increased production capacity in our Arkansas and Vietnam facilities, and wound down manufacturing operations in China, in order to continue to benefit from the growing customer demand for rebalancing their contract manufacturing. We believe these initiatives should help mitigate the adverse impact and uncertainties surrounding the continuously evolving tariffs on goods sourced or manufactured in China and Mexico.

Our unique blend of multinational facilities, vertical integration, centralized management, and core strengths continue to support our growth and our customers’ needs. We continue to focus on controlling operating expenses and leveraging the synergistic capabilities of our world-class facilities in the United States, Mexico, China, and Vietnam. This international production capability provides our customers with the benefits of improved supply-chain management, reduced inventory, lower labor costs, lower transportation costs, and reduced product fulfillment time.

Our unique blend of multinational facilities, vertical integration, centralized management, and core strengths continue to support our growth and our customers’ needs. We continue to focus on controlling operating expenses and leveraging the synergistic capabilities of our world-class facilities in the United States, Mexico, and Vietnam. This international production capability provides our customers with the benefits of improved supply-chain management, reduced inventory, lower labor costs, lower transportation costs, and reduced product fulfillment time.