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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended December 31, 2024

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

For the transition period from ___________ to _____________

Commission file number 000-28353

Integral Technologies, Inc.

(Exact name of registrant as specified in its charter)

Nevada

98-0163519

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

3605 Eastside Park Road, Suite 1, Evansville, IL	47715
(Address of principal executive offices)	(Zip Code)

(812) 812-2037

(Registrant’s telephone number, including area code)

not applicable

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		not applicable		not applicable

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 Act). Yes☒ No ☐

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date 246,135,391 shares of common stock are issued and outstanding as of July 22, 2025.

Table of Contents

TABLE OF CONTENTS

		Page No.
	PART 1 – FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited).	1
Item 2.	Management Discussion and Analysis of Financial Condition and Results of Operations.	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	17
Item 4.	Controls and Procedures.	17

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings.	18
Item 1A.	Risk Factors.	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	18
Item 3.	Defaults upon Senior Securities.	18
Item 4.	Mine Safety Disclosures.	18
Item 5.	Other Information.	18
Item 6.	Exhibits.	19

Table of Contents

OTHER PERTINENT INFORMATION

Unless specifically set forth to the contrary, when used in this report the terms “we,” “our,” “us,” and similar terms refer to Integral Technologies, Inc., a Nevada corporation.

Table of Contents

Integral Technologies, Inc.

Condensed Consolidated Balance Sheets

	December 31, 2024 (Unaudited)			June 30, 2024
ASSETS

Current assets:
Cash	$	1,028		$	1,869
Total assets	$	1,028		$	1,869

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	1,662,475		$	1,619,449
Related party payable		1,183,923			1,108,708
Dividend payable		1,824			1,824
Notes payable and accrued interest		4,376,844			4,168,540
Mandatorily redeemable preferred stock, at redemption value		5,000			5,000
Convertible debentures		74,000			74,000
Total liabilities		7,304,066			6,977,521

Stockholders’ deficit:
Common stock and paid in capital in excess of $0.001 par value, 1,000,000,000 shares authorized, 246,135,391 issued and outstanding as of December 31, 2024 and June 30, 2024		61,457,574			61,457,574
Preferred stock and paid-in capital in excess of $0.001 par value, 20,000,000 shares authorized, 2 and 42 issued and outstanding as of December 31, 2024 and June 30, 2024		-			-
Share subscriptions and obligations to issue shares		61,250			61,250
Accumulated deficit		(68,821,862	)		(68,494,476	)
Total stockholders’ deficit		(7,303,038	)		(6,975,652	)

TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT	$	1,028		$	1,869

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

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Integral Technologies, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three months ended December 31, 2024			Three months ended December 31, 2023			Six months ended December 31, 2024			Six months ended December 31, 2023

Revenue	$	-		$	400		$	-		$	7,055

Operating expenses:
Selling, general, and administrative expenses		92,573			99,392			164,082			167,774
Total operating expense:		(92,573	)		(99,392	)		(164,082	)		(167,774	)
Loss from operations:		(92,573	)		(98,992	)		(164,082	)		(160,719	)

Other income (expense):
Gain on troubled debt restructure		-			-			-			3,371,441
Gain on extinguishment of preferred share obligations		-			-			-			136,481
Interest expense		(81,979	)		(81,032	)		(163,304	)		(160,878	)
Total other income (expense)		(81,979	)		(81,032	)		(163,304	)		3,347,044
Income (loss) before income taxes		(174,552	)		(180,024	)		(327,386	)		3,186,325
Provision for income tax		-			-			-			-
Net income (loss)	$	(174,552	)	$	(180,024	)	$	(327,386	)	$	3,186,325
Net Income (Loss) per share – basic and diluted	$	(0.00	)	$	0.00		$	(0.00	)	$	0.01
Weighted average number of common shares outstanding		246,135,391			246,135,391			246,135,391			246,135,391

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

Table of Contents

Integral Technologies, Inc.

Condensed Consolidated Statements of Changes in Stockholder’s Deficit

Six Months Ended December 31, 2024 and 2023

(Unaudited)

	Number of Shares of Common Stock Issued		Common Stock and Paid-in Capital in Excess of Par		Number of Shares of Preferred Stock Issued			Preferred Stock and Paid-in Capital in Excess of Par		Shares Subscriptions and Obligations to Issue Shares		Accumulated Other Comprehensive Income		Accumulated Deficit			Total Stockholders' Deficit
Balance June 30, 2023		246,135,391	$	61,457,574		42		$	-	$	61,250	$	-	$	(71,375,059	)	$	(9,856,235	)

Extinguishment of preferred share obligations						(40	)
Net income for the period		-		-		-			-		-		-		3,366,349			3,366,349
Balance September 30, 2023		246,135,391	$	61,457,574		2		$	-	$	61,250	$	-	$	(68,008,710	)	$	(6,489,886	)

Net income for the period		-		-		-			-		-		-		(180,024	)		(180,024	)
Balance December 31, 2023		246,135,391	$	61,457,574		2		$	-	$	61,250	$	-	$	(68,188,734	)	$	(6,669,910	)

Balance June 30, 2024		246,135,391	$	61,457,574		2		$	-	$	61,250	$	-	$	(68,494,476	)	$	(6,975,652	)

Net loss for the period		-		-		-			-		-		-		(152,834	)		(152,834	)
Balance September 30, 2024		246,135,391	$	61,457,574		2		$	-	$	61,250	$	-	$	(68,647,310	)	$	(7,128,486	)

Net loss for the period		-		-		-			-		-		-		(174,552	)		(174,552	)
Balance December 31, 2024		246,135,391	$	61,457,574		2		$	-	$	61,250	$	-	$	(68,821,862	)	$	(7,303,038	)

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

Table of Contents

Integral Technologies, Inc.

Condensed Consolidated Statements of Cash Flows

Six Months Ended December 31, 2024 and 2023

(Unaudited)

	Six months ended December 31, 2024			Six months ended December 31, 2023
Cash flows from operating activities:
Net income (loss)	$	(327,386	)	$	3,186,325
Deferred revenues		-			(455	)
Interest on debt		163,304			160,878
Gain on troubled debt restructuring (Note 9 and 10)		-			(3,371,441	)
Gain on extinguishment of preferred shares (Note 4)		-			(136,481	)
Changes in working capital:
Accounts payable and accrued liabilities		43,026			44,664
Related party payable		75,215			72,500

Net cash used in operating activities		(45,841	)		(44,010	)

Cash flows from financing activities:
Proceeds from loans		45,000			35,000
Repayment of loans		-			(2,300	)
Net cash provided (used) by financing activities		45,000			32,700

Decrease in cash		(841	)		(11,310	)
Cash, beginning of period		1,869			22,124
Cash, end of period	$	1,028		$	10,814


Supplemental cash flow information:
Interest paid	$	-		$	-

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

Table of Contents

Integral Technologies, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

December 31, 2024 and 2023

(Unaudited)

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 nominal sources of revenue and has no specific business plan or purpose. The Company’s business plan is to seek a business combination. As a result, the Company is a “blank check” or “shell” company.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (all of which are of a normal recurring nature) considered necessary for a fair presentation have been included. Operating results for the six months ended December 31, 2024 are not necessarily indicative of the results that may be expected for the year ending June 30, 2025 or for any other future period. These unaudited consolidated financial statements and the unaudited condensed notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2024 filed with the Securities and Exchange Commission on June 9, 2025.

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 US 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 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 six months ended December 31, 2024 and 2023.

Revenue recognition

The Company has not generated significant revenue since inception.

For license agreements that the Company enters into, revenue is measured based on the amount of consideration that is expected to be received by the Company under a contract with a customer, which is initially estimated with pricing specified in the agreement and adjusted for any discounts or other credits at contract inception then updated each reporting period, and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when persuasive evidence of a contract with a customer exists, a performance obligation is identified and satisfied as the customer obtains control of the good or services, and collectability of the revenue is probable.

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Integral Technologies, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

December 31, 2024 and 2023

(Unaudited)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue recognition (continued)

The Company’s license agreements can provide for upfront license fees, maintenance payments, and/or substantive milestone payments. In accordance with revenue recognition guidance, the Company identifies all of the deliverables at the inception of the agreement. License fees, which are nonrefundable fees will be evaluated for standalone value to the licensor and may be recognized upon delivery pursuant to terms of the agreement. Upfront nonrefundable fees associated with license and development agreements where the Company has continuing involvement that does not meet the requirement of a separate deliverable are recorded as deferred revenue and recognized over the estimated service period. The Company may also enter into agreements to provide engineering services. The Company recognizes revenue from engineering services as the service has been performed and amounts are reasonably assured of collection.

The Company recognizes revenues from royalties when they become due.

Advertising

Advertising costs are charged to operations when incurred. Advertising expense was $nil for the six months ended December 31, 2024 and 2023.

Research and development

The Company expenses all research and development related expenditures as incurred.

Financial instruments

The Company’s balance sheet includes financial instruments, specifically cash, accounts payable and accrued expenses, related party payable, dividend payable, mandatorily redeemable preferred stock, deferred revenues and loans payable. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

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). Their fair value hierarchy consists of three board levels, which gives 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:

	●	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.

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Integral Technologies, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

December 31, 2024 and 2023

(Unaudited)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 impact of an uncertain tax position that is more likely than not of being sustained upon audit by the relevant taxing authority is recognized at the largest amount that is more likely than not to be sustained. No portion of an uncertain tax position will be recognized if the position has less than a 50% likelihood of being sustained.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning July 1, 2023, and early adoption is permitted. The Company adopted this standard on July 1, 2023 and there was no effect on the adoption.

In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40).” ASU 2020-06 reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. The diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. For contracts in an entity’s own equity, the type of contracts primarily affected by this update are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. This update simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective July 1, 2024, for the Company and the provisions of this update can be adopted using either the modified retrospective method or a fully retrospective method. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year.

In November 2023, FASB issued a new standard to improve reportable segment disclosures (ASU) 2023-07. The guidance expands the disclosures required for reportable segments in our annual and interim consolidated financial statements, primarily through enhanced disclosures about significant segment expenses. The standard will be effective for us beginning with our annual reporting for fiscal year 2025 and interim periods thereafter, with early adoption permitted. We are currently evaluating the impact of this standard on our segment disclosures. The Company has included a disclosure of reportable segments for the six months ended December 31, 2024 and 2023 (see Note 8).

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. ASU 2024-03 is effective for the Company for annual periods beginning after December 15, 2026, and early adoption is permitted.

Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

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Integral Technologies, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

December 31, 2024 and 2023

(Unaudited)

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 $327,386 for the six months ended December 31, 2024 (2023 –net income - $3,186,325), and an accumulated deficit of $68,821,862 ( June 30, 2024 –$68,494,476) and a working capital deficiency of $7,303,038 as at December 31, 2024 ( June 30, 2024 - $6,975,652). The Company does not have sufficient revenue-producing activities to fund its expenditure requirements to continue to advance researching, developing and commercializing its conductive plastics technology, ElectriPlast. The Company estimates that it does not have sufficient funding to continue operating activities; however, the Company has been able to raise funding on an as needed basis to continue to function. The lack of cash flow 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 was 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 stock and debt issuances to finance operations. If none of these events occur, there is a risk that the business will fail.

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 terminate the promissory note agreement and amend the terms.

The Company determined that due to uncertainty of collection, any payments received under the agreement are recognized on date of receipt. Total revenues recognized pursuant to the Asset Purchase Agreement with Pivotal for the six months ended December 31, 2024 was $nil (2023 - $7,055).

On September 15, 2023, Pivotal and the Company entered into a termination agreement; whereby the Company forgave 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. As a result, the Company reduced dividends payable by $36,481 and the mandatorily redeemable preferred stock liability by $100,000 during the six months ended December 31, 2024 and recognized a gain on extinguishment of preferred share obligations of $nil ( December 31, 2023 - $136,481).

NOTE 5 - STOCKHOLDERS’ DEFICIT

Common stock

During the six months ended December 31, 2024 and 2023, there were no common share transactions.

On September 19, 2023, the Company increased the number of authorized shares of Common Stock to 1,000,000,000 at $0.001 par value which has been reflected retrospectively on the consolidated balance sheet.

Series B Preferred stock

On December 10, 2018, the Company issued 40 Series B Preferred Stock.

On January 14, 2019, the Company issued 2 Series B Preferred Shares.

Each Preferred Share 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.

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Integral Technologies, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

December 31, 2024 and 2023

(Unaudited)

NOTE 5 - STOCKHOLDERS’ DEFICIT (CONTINUED)

The Shares were convertible into shares of common stock of the Company at the option of the holder on a 1:12,500 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. 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.

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.

The mandatorily redeemable preferred stock liability (“MRPSL”) of $105,000 has been recognized at the issuance date. On September 15, 2023, pursuant to a termination agreement with the investor (See Note 4), the investor returned to the Company, 40 preferred shares, which were cancelled. As a result, the Company has reduced the MRPSL by $100,000 and reduced its dividends payable by $36,481. As of December 31, 2024, redeemable preferred stock dividends payable was $1,824 ( June 30, 2024 - $1,824) and MRPSL was $5,000 ( June 30, 2024 - $5,000).

Series C Preferred Stock

On September 18, 2023, the Company issued 1 Series C Preferred Stock 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 Stock 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 shares were not convertible, were not entitled to participate in distribution of assets or rights on dissolution or wind-up and were not entitled to dividends or distributions.

Stock options, warrants and restricted shares

The Company has no options, warrants or restricted shares issued and outstanding as of December 31, 2024 and June 30, 2024.

Share obligations

(a)

Pursuant to a separation agreement with a previous CFO, the Company will issue 36,000 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 director’s agreements, the Company is obligated to issue 65,000 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 matures on November 21, 2019. As additional consideration to the holder, the Company must also issue 1,000,000 common shares within 180 days of the promissory note. As at December 31, 2024 and June 30, 2024, 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 are reflected as share subscriptions and obligations to issue shares within equity.

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Integral Technologies, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

December 31, 2024 and 2023

(Unaudited)

NOTE 6 -RISK MANAGEMENT AND FINANCIAL INSTRUMENTS

Fair value

The loans payable balance approximates fair value due its short-term nature.

Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s financial asset that is exposed to credit risk consists of cash, which is placed with US financial institutions, and trust account with the Company’s legal counsel.

Concentration of credit risk exists with respect to the Company’s cash, as certain amounts are held at US and financial institutions.

All U.S. institution amounts are covered by FDIC insurance as of December 31, 2024. Management deems any related risk to be minimal.

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-US 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.

NOTE 7 - RELATED PARTY TRANSACTIONS

As of December 31, 2024, $1,183,923 ( June 30, 2024 - $1,108,708) was owed to the Company's executives for outstanding managements fees, consulting fees and business-related reimbursements and are without interest or stated terms of repayment.

During the six months ended December 31, 2024, the Company accrued salaries of $75,000 (2023 - $75,000) to the Company’s executives, recognized within related party payable.

On September 9, 2019, the Company entered into a technology and asset purchase agreement with a Company with management in common, refer to Note 4 for details. During the six months ended December 31, 2024, the Company recognized $nil (2023 - $7,055) for license fees as part of the Asset Purchase Agreement.

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Integral Technologies, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

December 31, 2024 and 2023

(Unaudited)

NOTE 8 - SEGMENT INFORMATION

Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the Company’s chief operating decision maker (“CODM”) and relied upon when making decisions regarding resource allocation and assessing performance. When evaluating the Company’s financial performance, the CODM reviews total revenues, total expenses, and expenses by functional classification, using this information to make decisions on a company-wide basis.

The Company operates in two reportable segments (see below). The CODM for the Company is the Chief Executive Officer (the “CEO”). The Company’s CEO reviews operating results on an aggregate basis and manages the Company’s operations as a whole for the purpose of evaluating financial performance and allocating resources. Accordingly, the Company has determined that it has two reportable operating segments structure. At present, the Company no sources of revenue and has no specific business plan or purpose. The CEO uses aggregate net loss to allocate resources towards its operating segment(s). The measure of segment assets is reported on the consolidated balance sheets as total assets.

The Company’s CODM, the Chief Executive Officer, evaluates how the Company views and measures its performance. ASC 280, Segment Reporting establishes the standards for reporting information about segments in financial statements. After consideration of this criteria, the CODM has determined that there are two reportable segments, consisting of Bring Reporting Current and Pivotal.

Bring Reporting Current represents the Company’s sole current goal of catching up on its public Company filings and maintaining its issuer status and consists of legal, professional, audit and management fee expenses incurred towards this mission.

Pivotal was the Company’s ongoing license revenues which were discontinued in the prior year. This revenue stream required no effort or expenses on behalf of the Company and were recognized when paid up to the termination of the agreement.

The Company measures segment performance to allocate its resources towards the Bring Reporting Current segment. 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.

The following table summarizes the reportable segments of the Company for the six months ended December 31, 2024:

	Bring Reporting Current			Pivotal		Total

Revenue	$	-		$	-

Related expenses:
Consulting, audit and professional		89,082			-		89,082
Management fees		75,000			-		75,000

Total expenses		(164,082	)		-		(164,082	)
Net income (loss) from segment		(164,082	)		-		(164,082	)


Other income (expense):
Interest expense		(163,304	)		-		(163,304	)
Total other income (expense)		(163,304	)		-		(163,304	)
Net income (loss)	$	(327,386	)	$	-	$	(327,386	)

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Integral Technologies, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

December 31, 2024 and 2023

(Unaudited)

NOTE 8 - SEGMENT INFORMATION (CONTINUED)

The following table summarizes the reportable segments of the Company for the six months ended December 31, 2023:

	Bring reporting current			Pivotal		Total

Revenue	$	-		$	7,055		7,055

Related expenses:
Consulting, audit and professional		92,774			-		92,774
Management fees		75,000			-		75,000

Total expenses		(167,774	)		-		(167,774	)
Net income (loss) from segment		(167,774	)		7,055		(160,719	)


Other income (expense):
Gain on troubled debt restructure		3,371,441			-		3,371,441
Gain on extinguishment of preferred share obligations		136,481			-		136,481
Interest expense		(160,878	)		-		(160,878	)
Total other income (expense)		3,347,044			-		3,347,044
Net income (loss)	$	3,179,270		$	7,055		3,186,325

NOTE 9 - CONVERTIBLE DEBENTURES

On July 1, 2023, all of the issued and outstanding Convertible debt of $6,142,793 together with $228,648 in promissory notes (the “Old Debt”) were exchanged for a new $3,000,000, 8% interest promissory note (“New Promissory Note”), due by July 8, 2024 which is now in default. As the lender did not receive any consideration for the reduction of the debt, the transaction was treated as a troubled debt restructure under ASC 470-60. The note is due on demand in the event of default. During the six months ended December 31, 2024, a gain on troubled debt restructure of $nil ( December 31, 2023 - $3,371,441) was recognized on the exchange of the Old Debt for the New Promissory Note.

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 December 31, 2024, and June 30, 2024, $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 $0.05 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 December 31, 2024 and June 30, 2024.

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Integral Technologies, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

December 31, 2024 and 2023

(Unaudited)

NOTE 10 – NOTES PAYABLE

As of December 31, 2024, the Company had the following loan agreements outstanding, summarized as follows:

Original debt	Accrued interest as of December 31, 2024		Cumulative Total balance settled through cash			Balance due as of December 31, 2024		Interest rate			Inception	Original due date
$	$		$			$
352,400		253,135		(20,000	)		585,535		10	%	August 2017	May 2017*
80,000		146,200		(82,100	)		144,100	$2,300 per month until repaid			November 2019	August 2020*
90,000		112,000		-			202,000	$1,600 per month until repaid			November 2019	August 2020*
3,000,000		360,986		-			3,360,986		8	%	July 1, 2023	May 1, 2024*
35,000		3,337		-			38,337		8	%	October 23, 2023	August 23, 2024*
10,000		318					10,318		8	%	August 8, 2024	June 8, 2025**
35,000		568		-			35,568		8	%	October 18, 2024	August 18, 2025

3,602,400		876,544		(102,100	)		4,376,844

* As of December 31, 2024, these notes were in default and are due on demand.

** As of June 8, 2025, this note became in default and became due on demand.

As of December 31, 2024, a total of $4,376,844 of principal and interest is in default and due on demand.

As of June 30, 2024, the Company had the following loan agreements outstanding, summarized as follows:

Original debt	Accrued interest as of June 30, 2024		Cumulative Total balance settled through cash			Balance due as of June 30, 2024		Interest rate			Inception	Original due date
$	$		$			$
352,400		236,515		(20,000	)		568,915		10	%	August 2017	May 2017*
80,000		132,400		(82,100	)		130,300	$2,300 per month until repaid			November 2019	August 2020*
90,000		102,400		-			192,400	$1,600 per month until repaid			November 2019	August 2020*
3,000,000		240,000		-			3,240,000		8	%	July 1, 2023	May 1, 2024**
35,000		1,925		-			36,925		8	%	Multiple	Multiple***
3,557,400		713,240		(102,100	)		4,168,540

* As of June 30, 2024, these notes were in default and are due on demand.

** on July 8, 2024, this note became in default and became due on demand.

*** The Company has entered into multiple promissory notes with one lender on an as needed basis. Each note bears interest at 8% and were due 10 months after issuance.

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Integral Technologies, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

December 31, 2024 and 2023

(Unaudited)

NOTE 11 - SUBSEQUENT EVENTS

The Company entered into a promissory note for additional funding. The note bears interest at 8% per annum and is due 10 months after issuance. The proceeds of this promissory note shall be used solely for costs associated with bringing the Company’s filings current and resuming trading. The promissory note creates a lien on, and grant a first priority security interest in, all of the Company’s assets. The date and amount of the promissory note is as follows:

February 13, 2025 $50,000

See Note 10 for loan defaults.

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

The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated interim financial statements (the “financial statements”), and the notes thereto, and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024. The following discussion and analysis compares our consolidated results of operations for the six months ended December 31, 2024 (the “2024 Quarter”) with those for the six months ended December 31, 2023 (the “2023 Quarter”). All dollar amounts and percentages presented herein have been rounded to approximate values.

Cautionary Note Regarding Forward-Looking Statements

This report contains “forward-looking statements”. These statements include, among other things, statements regarding our anticipation of ramping up our search for target or partner, as well as other statements regarding our future operations, financial condition and prospects, and business strategies. Forward-looking statements generally can be identified by words such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," "projects," "will be," "will continue," "will likely result," and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially and adversely from those reflected in the forward-looking statements. These risks include the inability of our consultant or management to locate an acquisition target and even if successful that management will be able to negotiate any such transaction on favorable terms and the lack of funding to continue meeting our SEC filing obligations as well as other ongoing costs. No assurance can be given that the actual results will be consistent with the forward-looking statements. Investors should read carefully the factors described in the “Risk Factors” section of the Company’s filings with the SEC, including the Company’s Form 10-K for the year ended June 30, 2024 for information regarding risk factors that could affect the Company’s results. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Overview

Integral Technologies, Inc. (“Integral,” the “Company” or “we”) was incorporated under the laws of the State of Nevada on February 12, 1996. The Company currently has little operations and is evaluating a number of strategic alternatives including, but not limited to, seeking to acquire a new business in the United States, including potentially by means of a reverse merger with an operating entity. We have not generated material revenues since 2018 and do not expect to do so in the short-term.

At present, the Company has nominal sources of revenue and has no specific business plan or purpose. The Company’s business plan is to seek a business combination. As a result, the Company is a “blank check” or “shell” company. Management does not intend to undertake any efforts to cause a market to develop in the Company’s securities until such time as the Company has successfully implemented its business plan and closed on a suitable business combination.

Although we have been in discussions with potential partners or targets, we have not entered into any definitive agreements. The evaluation and selection of a business opportunity is a complex and uncertain process, and we have not yet identified a target operating business for acquisition. Business opportunities that we believe are in the best interests of the Company and its shareholders may be scarce, or we may be unable to attract the businesses we identify as viable for our objectives, including due to competitive forces in the marketplace beyond our control. During January 2021, the Company engaged Ascentaur, LLC, a business consulting firm to assist in identifying prospective partners to enhance the Company’s future business opportunities. The Company has not paid a retainer related to the engagement. The Company was focused on becoming a reporting company under the Securities Exchange Act of 1934 (the “Exchange Act”). Now that the Company is subject to the reporting requirements of the U.S. Securities and Exchange Commission (the “SEC”), it anticipates ramping up its search for a qualified acquisition partner seeking to merge with a SEC reporting company. There is no assurance that we will be able to locate compatible business opportunities for the Company.

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Going concern

We have experienced losses from operations since inception and have never generated positive cash flow. The success of our business plan during the next 12 months and beyond will be contingent upon obtaining sufficient financing to cover our operating costs and growth initiatives. This is because we do not anticipate generating material revenue from operations in the short term nor being able to raise capital (prior to consummating a business combination). As of the filing date of this report, the Company had approximately $4,450,000 of outstanding debt, including accrued interest, penalties and other fees due under the notes and convertible debentures. The reports from our independent registered public accounting firm for the fiscal year ended June 30, 2024, and prior years include an explanatory paragraph stating the Company has recurring net losses from operations, negative operating cash flows, does not yet generate revenue from operations and will need additional working capital for ongoing operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. If we are unable to obtain sufficient funding and/or generate material revenue to fund our operations and business plan, our business, prospects, financial condition and results of operations will be materially and adversely affected, we may be unable to continue as a going concern in which case you in turn would lose your investment.

Results of Operations

During the six months ended December 31, 2024, the Company’s net loss of $327,386 decreased by $3,513,711 compared to a net income of $3,186,325 for the six months ended December 31, 2023, primarily as a result of the following:

●

Selling, general and administrative expenses decreased by $3,692 due to the Company incurring less fees associated to catching up its financial statement filing obligations and cleaning up the Company;

●

Interest expense increased by $2,426 due primarily to an increasing amount of debt;

●

During comparative six months ended December 31, 2023, the Company recognized a gain on troubled debt restructure of debt of $3,371,441 and gain on extinguishment of preferred share obligations of $136,481;

○

The gain on troubled debt restructure arose due to SBI exchanging its convertible debt with a balance of $6,142,793 together with existing promissory notes totaling $228,648 for a new $3,000,000, 8% interest promissory note.

○

On September 15, 2023, the Company cancelled and returned to treasury, 40 preferred shares resulting in a gain on extinguishment of preferred share redemption value liability of $100,000 and dividend payable liability of $36,481.

●

Revenues decreased by $7,055 due to the Company terminating its contract with Pivotal;

During the three months ended December 31, 2024, the Company’s net loss of $174,552 decreased by $5,472 compared to a net loss of $180,024 for the three months ended December 31, 2023, primarily as a result of the following:

●

Selling, general and administrative expenses decreased by $6,819 due to the Company incurring less fees associated to catching up its financial statement filing obligations and cleaning up the Company;

●

Interest expense increased by $1,947 due primarily to an increasing amount of debt;

●

Revenues decreased by $400 due to the Company terminating its contract with Pivotal;

Liquidity and Capital Resources

We are out of cash, and for the past two years we have been relying on loans from our current lenders. We currently have approximately $4.45 million in outstanding debt including accrued interest. Management has expressed substantial doubt about our ability to continue as a going concern during the six months ended December 31, 2024, unless we can raise the required capital or generate material revenue to fund our operations. We do not believe that we will be able to raise any capital until such time as we are able to execute on a new business plan.

Net Cash used in Operating Activities:

During the six months ended December 31, 2024, net cash used in operating activities was $45,841 as compared to $44,010 for the six months ended December 31, 2023, due to fluctuations in the timing of professional and filing fees incurred.

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Cash Used in Investing Activities:

During the six months ended December 31, 2024 and 2023, there were no investing activities.

Cash Flows from Financing Activities:

During the six months ended December 31, 2024, net cash provided by financing activities was $45,000 as compared to $32,700 net cash used by financing activities for the six months ended December 31, 2023, attributable to debt repayments.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. For the six months ended December 31, 2024, there were no accounting estimates the Company considers critical.

We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 2 to our unaudited condensed consolidated financial statements for the six months ended December 31, 2024, and Note 2 to our audited consolidated financial statements appearing in our 2024 10-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. We are required to maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on their evaluation as of the end of the period covered by this report, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were not effective to ensure that the information relating to our company, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure as a result of material weaknesses in our internal control over financial reporting result from limited segregation of duties and limited multiple levels of review in the financial close process, along with a lack of well-established policies and procedures to identify, approve, and report related party transactions.

We will continue to monitor our internal control over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. We do not, however, expect that the material weaknesses in our disclosure controls will be remediated until such time as we have added additional personnel, including additional accounting and administrative staff, allowing improved internal control over financial reporting.

Changes in Internal Control Over Financial Reporting. There were no changes in our internal control over financial reporting as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. We currently have legal proceedings or claims from unpaid bills that may not likely have, individually or in the aggregate, a material adverse effect on business, financial condition or operating results.

Item 1A. Risk Factors.

Not applicable to smaller reporting companies.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

No officers, as defined in Rule 16a-1(f), or directors adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the last fiscal quarter.

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Item 6. Exhibits.

No.	Exhibit Description	Form	Date Filed	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)
3.2	Bylaws, as amended and restated on December 31, 1997	10-QSB	5/12/06	3.04
10.1	Extension to Professional Services Agreement - Ascentaur	10-K	9/26/24	10.12
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer				Filed
32.1	Section 1350 Certification				Furnished**
101.INS	Inline XBRL Instance Document				Filed
101.SCH	Inline XBRL Taxonomy Extension Schema Document				Filed
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document				Filed
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document				Filed
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document				Filed
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document				Filed
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

+ Exhibits and/or Schedules have been omitted. The Company hereby agrees to furnish to the Staff of the Securities and Exchange Commission upon request any omitted information.

** This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

SIGNATURES

Pursuant to the requirements 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.

	Integral Technologies, Inc.

July 22, 2025	By:	/s/ Douglas Bathauer
		Douglas Bathauer, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

INTEGRAL TECHNOLOGIES INC 10-Q