hind-20260630

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended June 30, 2026

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

For the transition period from to

Commission file number: 1-37897

VYOME HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		26-1828101
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Harvard Square, One Mifflin Place, Suite 400, Cambridge, MA
(Address of principal executive offices) (zip code)

(973) 832-8147
(Registrant’s telephone number, including area code)

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

Title of Each Class		Trading Symbol		Name of Each Exchange on which Registered
Common stock, $0.001 par value per share		HIND		The Nasdaq Capital Market

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 12, 2026, 7,018,528 shares of the registrant’s Common Stock were outstanding.

INDEX

PART I - FINANCIAL INFORMATION		1

Item 1.	Condensed Consolidated Financial Statements (unaudited)	1

	Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025	1

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2026 and 2025	2

	Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2026 and 2025	4

	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025	5

	Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41

Item 4.	Controls and Procedures	41

PART II - OTHER INFORMATION		42

Item 1.	Legal Proceedings	42

Item 1A.	Risk Factors	42

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42

Item 3.	Defaults Upon Senior Securities	42

Item 4.	Mine Safety Disclosures	42

Item 5.	Other Information	42

Item 6.	Exhibits	43

SIGNATURES		45

PART I - FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

VYOME HOLDINGS, INC. AND SUBSIDIARIES.

Condensed Consolidated Balance Sheets

(Amount in USD)	June 30, 2026			December 31, 2025
Assets
Current assets
Cash and cash equivalents	$	7,887,510		$	4,982,333
Prepaid expenses		94,464			336,687
Other current assets		171,379			119,301
Total current assets		8,153,353			5,438,321
Non-current assets
Property and equipment, net		42,416			46,393
Intangible asset - shell company		314,191			314,191
Goods and service tax and other credits receivable		591,576			601,537
Prepaid insurance- long term portion		60,030			67,307
Right-of-use of asset, net		14,796			29,428
Total non-current assets		1,023,009			1,058,856
Total assets	$	9,176,362		$	6,497,177
Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued expenses	$	1,064,034		$	1,286,683
Due to Affiliates		179,338			204,562
Operating lease liability - current portion		17,310			31,258
Salary and post-employment benefits payable		496,314			870,822
Other current liabilities		107,660			341,835
Total current liabilities		1,864,656			2,735,160
Total liabilities		1,864,656			2,735,160
Commitments and contingencies
Stockholders’ equity
Common stock, 300,000,000 VHI shares authorized, 7,018,528 and 5,919,337 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively		7,019			5,919
Additional paid in capital		95,373,387			90,078,579
Non-controlling interest in VTI; 20,000,000 common shares authorized, 1,481,598 shares issued and outstanding at both June 30, 2026 and December 31, 2025		1,263,220			1,319,958
Accumulated deficit		(89,212,041	)		(87,563,575	)
Accumulated other comprehensive loss		(119,879	)		(78,864	)
Total stockholders’ equity		7,311,706			3,762,017
Total liabilities and stockholders’ equity	$	9,176,362		$	6,497,177

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

VYOME HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

SIX MONTHS ENDED JUNE 30,

(Amount in USD)	2026			2025

Revenue	$	58,546		$	248,535
Cost of goods sold		(30,243	)		(69,881	)
Gross profit		28,303			178,654
Operating expenses
Depreciation and amortization		5,215			6,491
Selling, general and administrative		842,466			525,019
Research and development		1,173,128			170,329
Total operating expenses		2,020,809			701,839
Operating loss		(1,992,506	)		(523,185	)
Other income/(expense), net:
Interest expense		(6,170	)		(111,093	)
Interest income and other		293,472			1,035
Fair value adjustment		-			30,511
Total other income (expense), net		287,302			(79,547	)
Net loss		(1,705,204	)		(602,732	)
Net loss attributable to non-controlling interest		(56,738	)		-
Net loss attributable to owners of the Company	$	(1,648,466	)	$	(602,732	)
Comprehensive loss
Net Loss		(1,705,204	)		(602,732	)
Other comprehensive loss - Foreign currency translation adjustments		(41,015	)		12
Total comprehensive loss	$	(1,746,219	)	$	(602,720	)

Net Loss per common share:
Loss per common share – basic and diluted	$	(0.24	)	$	(1,561.45	)
Weighted average number of shares outstanding		6,855,306			386

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

VYOME HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

THREE MONTHS ENDED JUNE 30,

(Amount in USD)	2026			2025

Revenue	$	26,955		$	49,954
Cost of goods sold		(15,297	)		(25,719	)
Gross profit		11,658			24,235
Operating expenses
Depreciation and amortization		2,610			2,968
Selling, general and administrative		364,891			265,395
Research and development		506,723			80,061
Total operating expenses		874,224			348,424
Operating loss		(862,566	)		(324,189	)
Other income/(expense), net:
Interest expenses		(3,325	)		(56,139	)
Interest income and other		146,208			5,049
Fair value adjustment		-			66,519
Total other income (expense), net		142,883			15,429
Net loss		(719,683	)		(308,760	)
Net loss attributable to non-controlling interest		(34,127	)		-
Net loss attributable to owners of the Company		(685,556	)		(308,760	)
Comprehensive loss:
Net Loss		(719,683	)		(308,760	)
Other comprehensive loss- Foreign currency translation adjustments		(1,561	)		12
Total comprehensive loss	$	(721,244	)	$	(308,748	)

Net Loss per common share:
Loss per common share – basic and diluted	$	(0.10	)	$	(799.90	)
Weighted average number of shares outstanding		7,018,528			386

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

VYOME HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

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

	Common stock of VHI				Preferred stock				Additional Paid-in		Accumulated			Non controling Interest				Accumulated Other Comprehensive Income			Total Stockholders equity
	Shares		Amount		Shares		Amount		Capital		Deficit			VTI Shares		Amount		(Loss)			(Deficit)
Balance at December 31, 2024		-	$	-		3,076	$	3	$	51,084,877	$	(55,422,744	)		386	$	1	$	(53,170	)	$	(4,391,033	)
Net loss for the period												(293,974	)									(293,974	)
Foreign currency translation adjustment																			1			1
Balance at March 31, 2025		-	$	-		3,076	$	3	$	51,084,877	$	(55,716,718	)		386	$	1	$	(53,169	)	$	(4,685,006	)

Balance at March 31, 2025		-	$	-		3,076	$	3	$	51,084,877	$	(55,716,718	)		386	$	1	$	(53,169	)	$	(4,685,006	)
Net loss for the period												(308,760	)									(308,760	)
Foreign currency translation adjustment																			12			12
Balance at June 30, 2025		-	$	-		3,076	$	3	$	51,084,877	$	(56,025,478	)		386	$	1	$	(53,157	)	$	(4,993,754	)

	Common stock of VHI				Preferred stock				Additional Paid-in			Accumulated			Non controling Interest					Accumulated Other Comprehensive Income			Total Stockholders equity
	Shares		Amount		Shares		Amount		Capital			Deficit			VTI Shares		Amount			(Loss)			(Deficit)
Balance at December 31, 2025		5,919,337	$	5,919		-	$	-	$	90,078,579		$	(87,563,575	)		1,481,598	$	1,319,958		$	(78,864	)	$	3,762,017
Shares issued in connection with ATM financing, net of costs		1,089,545		1,090						5,287,778														5,288,868
Adjustment of net liabilities assumed in Merger transaction										(20,285	)													(20,285	)
Issuance of shares to marketing firm		9,646		10						29,990														30,000
Stock based compensation										5,696														5,696
Net loss for the period													(962,910	)				(22,611	)					(985,521	)
Foreign currency translation adjustment																					(39,454	)		(39,454	)
Balance at March 31, 2026		7,018,528	$	7,019		-	$	-	$	95,381,758		$	(88,526,485	)		1,481,598	$	1,297,347		$	(118,318	)	$	8,041,321

Balance at March 31, 2026		7,018,528	$	7,019	$	-	$	-	$	95,381,758		$	(88,526,485	)		1,481,598	$	1,297,347		$	(118,318	)	$	8,041,321

Costs incurred in connection with ATM financing										(3,000	)													(3,000	)
Adjustment of net liabilities assumed in Merger transaction										(16,422	)													(16,422	)
Stock based compensation										11,051														11,051
Net loss for the period													(685,556	)				(34,127	)					(719,683	)
Foreign currency translation adjustment																					(1,561	)		(1,561	)
Balance at June 30, 2026		7,018,528	$	7,019		-	$	-	$	95,373,387