8-KFiled Sep 24, 8:00 PM ET

Feel The World, Inc. Restates Financials Over Preferred Stock Classification

Feel The World, Inc.

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Feel The World, Inc. Restates Financials Over Preferred Stock Classification

What Happened

  • Feel The World, Inc. announced on September 25, 2026 (audit committee conclusion dated September 22, 2026) that it will restate previously issued financial statements because certain preferred shares were incorrectly measured and classified.
  • The Series A Preferred Stock (issued December 2, 2020; redeemable at holders’ election on/after December 2, 2024) and Senior Preferred Stock (issued March 21, 2025; redeemable on a deemed liquidation event) should have been presented as temporary equity under ASC 480-10-S99 and carried at their redemption or net proceeds amounts, not at par.
  • As a result, the company concluded its audited consolidated financial statements for the years ended December 31, 2025 and 2024 and unaudited quarterly statements for the three-month periods ended March 31, 2026 and 2025 (previously filed in the Form 10 on July 24, 2026) should be restated and no longer relied upon. Restated financials will also be included in the company’s Annual Report on Form 1-K for 2025 and 2024.

Key Details

  • Audit committee determination date: September 22, 2026.
  • Instruments involved: Series A Preferred Stock (carried at par $368 but required to be carried at redemption amount) and Senior Preferred Stock (carried at par $50 but required to be carried at net proceeds).
  • Financial impact: The restatement did not change total assets, total liabilities, revenues, net loss, comprehensive loss, cash flows, or net loss per share for any period presented.
  • Controls: Management identified a material weakness in internal control over financial reporting related to accounting for complex equity instruments and concluded ICFR was not effective as of December 31, 2025 and March 31, 2026. Remediation steps were started in Q3 2026 (including external expert engagement), but prior instruments were not retroactively re-evaluated until this review.

Why It Matters

  • For investors: the company’s previously filed financial statements for the affected periods should not be relied upon until the restated reports are filed. Although the restatement did not change reported profits, losses, assets, liabilities, cash flows, or EPS, the disclosure signals a material weakness in accounting controls that management is working to remediate.
  • Next actions: watch for the company’s restated Form 1-K and the filed exhibits (restated audited and unaudited statements) for full details and any disclosure about remediation progress.