UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

 

Amendment No. 1

 

(Mark One)

 

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

 

For the fiscal year ended August 31, 2025

OR

 

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

 

Commission File Number: 0001-470129 

 

VisitIQ Corp.

 

(Exact name of registrant as specified in its charter)

 

Nevada 86-2465117
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
729 N. Washington Ave., Suite 600, 55401
Minneapolis, Minnesota  
(Address of Principal Executive Offices) (Zip Code)

 

(763) 200-7994

Registrant's telephone number, including area code

 

Securities registered pursuant to Section 12(b) of the Act: None

 

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

 

Common stock, par value $0.001 per share

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☒ No ☐

 

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

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐   Accelerated filer ☐
Non-accelerated filer ☒   Smaller reporting company ☒
      Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of February 28, 2025, the last business day of the registrant's second quarter of fiscal year 2025, based on the closing price of $0.35 for the registrant's common stock, as reported on the OTC Markets Pink Sheets, was approximately $234,000. The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of February 28, 2026, the last business day of the registrant's most recently completed second quarter of fiscal year 2026, based on the closing price of $1.00 for the registrant's common stock, as reported on the OTC Markets Pink Sheets, was approximately $670,000. Shares of common stock beneficially owned by each executive officer, director and holder of more than 10% of the shares of common stock have been excluded in that such persons may be deemed to be affiliates.

 

As of April 30, 2026, there were 2,133,236 shares of the registrant’s common stock outstanding.

 

 

 

 

TABLE OF CONTENTS  

 

PART IV

      
       
Item 15. Exhibits and Financial Statement Schedules   91
Signatures     94

 

 

 

 

 Explanatory Note

 

This Amendment No. 1 (“Amendment”) on Form 10-K/A amends the annual report on Form 10-K of VisitIQ Corp. (the “Company”) for the period ended August 31, 2025, as filed with the Securities and Exchange Commission (the “Commission”) on May 20, 2026 (the “Form 10-K”).

 

This Amendment is an exhibit-only filing solely for the purpose of filing revised Exhibits 31.1, 31.2 and 32.1, and 32.2 to comply with Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, as applicable. No revisions are being made to the Company’s financial statements and this Amendment does not reflect events occurring after the filing of the Form 10-K, or modify or update those disclosures that may be affected by subsequent events, and no other changes are being made to any other disclosure contained in the Form 10-K.

 

 

 

 

PART IV 

 

Item 15. Exhibits and Financial Statement Schedules. 

 

(a) The following documents are filed as part of this report:

 

(1) Financial Statements.

 

Our consolidated financial statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report.

 

(2) Financial Statement Schedules.

 

All schedules are omitted because they are not applicable or because the required information is shown in the consolidated financial statements and notes.

 

(3) Exhibits.

 

 

 

 

Exhibit Index  

 

Exhibit Description
3.1 Second Amended and Restated Articles of Incorporation
3.2 Bylaws
3.3 Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (included in Second Amended and Restated Articles of Incorporation)
3.4 Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock
10.1 Security Agreement by and among the Company, VisitIQ, LLC, each subsidiary of the Company and Arena Investors, LP dated October 24, 2024.
10.2 Shareholders’ Agreement by and among the Company, Arena Investors, LP, and certain other shareholders party thereto dated as of November 15, 2024.
10.3++ Exchange Agreement by and among the Company, Arena Investors, LP, and certain other shareholders party thereto dated as of November 15, 2024.
10.4† Employment Agreement by and between the Company and Vernon Hanzlik, dated March 13, 2025.
10.5 First Amendment to Security Agreement by and among the Company, VisitIQ, LLC a Delaware limited liability company, each subsidiary of the Company and Arena Investors, LP dated April 17, 2025.
10.6†++ Consulting Agreement by and between the Company and Arena Investors, LP dated as of April 17, 2025.
10.7† 2025 Incentive Award Plan.
10.8 Note Purchase Agreement by and among the Company, VisitIQ, LLC, Arena Investors, LP, a Delaware limited partnership, and the other persons party to the agreement as Investors and Arena Investors, LP, a Delaware limited partnership dated as of April 17, 2025.
10.9 Form of Original Issue Discount Senior Secured Convertible Promissory Note.
10.10 Note Purchase Agreement by and among the Company, VisitIQ, LLC, Arena Investors, LP, a Delaware limited partnership and other signatories thereto dated as of November 10, 2025.
10.11 Form of Original Issue Discount Senior Secured Convertible Promissory Note.
10.12 Form of Subscription Agreement for Series C Convertible Preferred Stock of VisitIQ Corp.
10.13++ Revenue Loan and Security Agreement by and among the Company, VisitIQ, LLC, Vernon Hanzlik, and Decathlon Alpha V, L.P., a Delaware limited partnership, dated March 26, 2026.
10.14++ Subordination Agreement by and among the Company, VisitIQ, LLC, Arena Investors, LP, a Delaware limited partnership, and Decathlon Alpha V, L.P., a Delaware limited partnership, dated March 26, 2026.
10.15++ Key Person Agreement by and among the Company, Vernon Hanzlik, VisitIQ, LLC and Decathlon Alpha V, L.P., a Delaware limited partnership.
21.1 List of Subsidiaries
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*  
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*  
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*  
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*  
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

  * Filed or furnished electronically herewith, as applicable.
  † Management compensatory agreement.
  ++ Schedules omitted pursuant to Item 601(b)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

 

Item 16. Form 10-K Summary.

 

None.

 

 

 

 

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.

     
  VisitIQ Corp.
     
Date: May 26, 2026 By: /s/ Vernon Hanzlik
     
    Vernon Hanzlik
Chief Executive Officer and Interim Chief Financial Officer, Director

 

 

 

Exhibit 31.1

 

CERTIFICATION

PURSUANT TO SECTION 302 OF 

THE SARBANES-OXLEY ACT OF 2002

 

I, Vernon Hanzlik, certify that:

 

1. I have reviewed this Annual Report on Form 10-K of VisitIQ Corp. (the “registrant”):

 

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

 

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

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a13a-15(f) and 15d-15(f)) for the registrant and have:

 

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

 

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

 

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

 

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

 

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

 

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

 

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

​ ​  
Date: May 26, 2026 /s/ Vernon Hanzlik
​ Name: Vernon Hanzlik
​ Title: Chief Executive Officer
​ ​ (Principal Executive Officer)

 

 

 

 

Exhibit 31.2

 

CERTIFICATION

PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

 

I, Vernon Hanzlik, certify that:

 

1. I have reviewed this Annual Report on Form 10-K of VisitIQ Corp. (the “registrant”):

 

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

 

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

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a13a-15(f) and 15d-15(f)) for the registrant and have:

 

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

 

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

 

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

 

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

 

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

 

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

 

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

​    
Date: May 26, 2026 /s/ Vernon Hanzlik
​ Name:  Vernon Hanzlik
​ Title: Interim Chief Financial Officer
​   (Principal Financial Officer)

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report on Form 10-K of VisitIQ Corp. (the “Company”) for the period ended August 31, 2025 (the “Report”), I, Vernon Hanzlik, Chief Executive Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

 

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

 

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

​    
Date: May 26, 2026 /s/ Vernon Hanzlik
​ Name: Vernon Hanzlik
​ Title: Chief Executive Officer
​   (Principal Executive Officer)

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report on Form 10-K of VisitIQ Corp. (the “Company”) for the period ended August 31, 2025 (the “Report”), I, Vernon Hanzlik, Interim Chief Financial Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

 

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

 

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

​    
Date: May 26, 2026 /s/ Vernon Hanzlik
​ Name: Vernon Hanzlik
​ Title: Interim Chief Financial Officer
​   (Principal Financial Officer)

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.