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2024-11-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER 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 EXCHANGE ACT

For the transition period from _________ to _________

Commission File Number: 000-12641

DALRADA FINANCIAL CORPORATION

(Name of Small Business Issuer in its charter)

Wyoming	38-3713274
(state or other jurisdiction of incorporation or organization)	(I.R.S. Employer ID. No.)

600 La Terraza Blvd., Escondido, California 92025

(Address of principal executive offices)

858-283-1253

Issuer’s telephone number

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.005 par value per share	DFCO	None

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 ☒

As of July 21, 2025, the registrant’s outstanding stock consisted of 120,157,113 common shares.

DALRADA FINANCIAL CORPORATION.

Table of Contents

PART I – FINANCIAL INFORMATION	3

Item 1. Condensed Consolidated Financial Statements	3

Condensed Consolidated Balance Sheets	3
Condensed Consolidated Statements of Operations and Comprehensive Loss	4
Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	5
Condensed Consolidated Statements of Cash Flows	7
Notes to the Condensed Consolidated Financial Statements	8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3. Quantitative and Qualitative Disclosures About Market Risk	43
Item 4. Controls and Procedures	43

PART II – OTHER INFORMATION	44

Item 1. Legal Proceedings	44
Item 1A. Risk Factors	45
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Securities	45
Item 3. Defaults Upon Senior Securities	45
Item 4. Mine Safety Disclosures	45
Item 5. Other Information	45
Item 6. Exhibits	45

SIGNATURES	46

PART I - FINANCIAL INFORMATION

Item 1. Unaudited Interim Condensed Consolidated Financial Statements.

DALRADA FINANCIAL CORPORATION

Consolidated Balance Sheets (unaudited)


	December 31,			June 30,
	2024			2024
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	139,756		$	501,927
Accounts receivable, net		2,291,067			2,864,172
Accounts receivable, net - related parties		361,040			1,236,484
Other receivables		204,056			680,598
Inventories		2,626,783			2,647,652
Prepaid expenses and other current assets		663,510			674,818
Total current assets		6,286,212			8,605,651
Long-term receivables		20,252			20,742
Long-term receivables - related parties		1,116,960			1,136,508
Property and equipment, net		1,463,148			1,452,282
Goodwill		4,217,866			4,175,758
Intangible assets, net		3,455,231			3,547,266
Right-of-use asset, net		3,100,289			2,437,034
Right-of-use asset, net - related party		1,415,114			1,689,806
Total assets	$	21,075,072		$	23,065,047

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	5,100,014		$	5,870,168
Accrued liabilities		721,428			1,023,286
Accounts payable and accrued liabilities – related parties		6,490,282			136,976
Deferred revenue		1,302,608			1,569,149
Notes payable, current portion		4,468,759			5,710,718
Right-of-use liability		973,124			832,142
Right-of-use liability - related party		561,244			548,518
Total current liabilities		19,617,459			15,690,957
Notes payable		3,610,160			1,038,567
Notes payable – related parties		2,421,716			53,957
Contingent consideration		255,682			47,343
Right-of-use liability		2,238,017			1,694,804
Right-of-use liability - related party		906,163			1,193,312
Total liabilities		29,049,197			19,718,940

Commitments and contingencies (Note 13)		–			–

Stockholders' equity (deficit):
Series I preferred stock, $0.01 par value, 100,000 shares authorized, 60,199 and 35,108 shares issued and outstanding as of December 31, 2024 and June 30, 2024, respectively		557			351
Series H preferred stock, $0.01 par value, 15,002 shares authorized, issued and outstanding as of December 31, 2024 and June 30, 2024, respectively		150			150
Series G preferred stock, $0.01 par value, 100,000 shares authorized, 10,002 shares issued and outstanding as of both December 31, 2024 and June 30, 2024, respectively		100			100
Series F preferred stock, $0.01 par value, 5,000 shares authorized, issued and outstanding as of both December 31, 2024 and June 30, 2024, respectively		50			50
Common stock, $0.005 par value, 500,000,000 shares authorized, 97,175,443 and 88,699,139 shares issued and outstanding at December 31, 2024 and June 30, 2024, respectively		600,785			485,877
Common stock to be issued		–			–
Additional paid-in capital		175,692,655			151,791,802
Accumulated deficit		(184,197,666	)		(170,677,066	)
Accumulated other comprehensive loss		48,745			(909	)
Total Dalrada Financial Corp's stockholders' equity (deficit)		(7,854,624	)		3,440,131
Noncontrolling interests		(119,501	)		(94,024	)
Total stockholders' equity (deficit)		(7,974,125	)		3,346,107
Total liabilities and stockholders' equity (deficit)	$	21,075,072		$	23,065,047

(The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements)

DALRADA FINANCIAL CORPORATION

Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited)


	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2024			2023			2024			2023
Revenues	$	2,808,028		$	4,138,794		$	8,619,735		$	8,260,420
Revenues - related party		306,830			218,522			525,778			1,114,976
Total revenues		3,114,858			4,357,316			9,145,513			9,375,396
Cost of revenues		2,279,976			3,911,652			7,147,464			7,958,874
Gross profit		834,882			445,664			1,998,049			1,416,522

Operating expenses:
Selling, general and administrative		5,888,287			6,227,434			12,773,528			12,270,088
Total operating expenses		5,888,287			6,227,434			12,773,528			12,270,088
Loss from operations		(5,053,405	)		(5,781,770	)		(10,775,479	)		(10,853,566	)

Other income (expense):
Interest expense		(1,033,800	)		(213,960	)		(2,099,614	)		(327,153	)
Interest income		22,159			20,884			40,282			40,127
Other expense		(747,891	)		(1,023,079	)		(782,925	)		(688,699	)
Gain (loss) on foreign exchange		65,774			1,649			71,659			(5,121	)
Total other expense, net		(1,693,758	)		(1,214,506	)		(2,770,598	)		(980,846	)
Net loss		(6,747,163	)		(6,996,276	)		(13,546,077	)		(11,834,412	)

Other comprehensive loss
Foreign currency translation		69,329			(39,026	)		49,654			46,182
Comprehensive loss	$	(6,677,834	)	$	(7,035,302	)	$	(13,496,423	)	$	(11,788,230	)

Net loss attributable to noncontrolling interests	$	(37,562	)	$	(33,982	)	$	(25,477	)	$	(55,876	)
Net loss attributable to Dalrada Financial Corporation stockholders	$	(6,709,601	)	$	(6,962,294	)	$	(13,520,600	)	$	(11,778,536	)

Net loss per common share to Dalrada stockholders – basic	$	(0.07	)	$	(0.08	)	$	(0.15	)	$	(0.13	)
Net loss per common share to Dalrada stockholders – diluted	$	(0.07	)	$	(0.08	)	$	(0.15	)	$	(0.13	)

Weighted average common shares outstanding – basic		92,934,331			89,962,164			92,135,080			89,120,328
Weighted average common shares outstanding – diluted		92,934,331			89,962,164			92,135,080			89,120,328

(The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements)

DALRADA FINANCIAL CORPORATION

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (unaudited)

Preferred Stock

Series I

Series H

Series G

Series F

Common Stock

Amount

Balance at June 30, 2023

35,108

351

15,022

150

10,002

100

5,000

88,699,139

443,478

Common stock issued pursuant to acquisitions

–

234,637

1,173

Common stock issued pursuant to debt agreement

–

500,000

–

Conversion of related party notes into preferred stock

–

Warrants issued pursuant to acquisitions

–

Stock-based compensation

–

Net income (loss)

–

Foreign currency translation

–

Balance at September 30, 2023

35,108

351

15,022

150

10,002

100

5,000

89,433,776

444,651

Common stock issued pursuant to acquisitions

–

458,333

2,292

Common stock issued pursuant to debt agreement

–

500,000

–

Warrants issued pursuant to acquisitions

–

Common stock to be issued for private placement

–

24,500

Stock-based compensation

–

Net income (loss)

–

Foreign currency translation

–

Balance at December 31, 2023

35,108

351

15,022

150

10,002

100

5,000

90,392,109

471,443

Balance at June 30, 2024

35,108

351

15,022

150

10,002

100

5,000

97,175,443

485,877

Common stock issued pursuant to acquisitions

4,440

–

Conversion of related party notes into preferred stock

20,651

207

–

Warrants issued pursuant to acquisitions

–

Stock-based compensation

–

Net loss

–

Foreign currency translation

–

Balance at September 30, 2024

60,199

602

15,022

150

10,002

100

5,000

97,175,443

485,877

Common stock issued pursuant to acquisitions

–

(44

)

–

114,908

Conversion of related party notes into preferred stock

–

Warrants issued pursuant to acquisitions

–

Stock-based compensation

–

Net loss

–

Foreign currency translation

–

Balance at December 31, 2024

60,199

558

15,022

150

10,002

100

5,000

97,175,443

600,785

(The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements)

DALRADA FINANCIAL CORPORATION

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (unaudited)

(continued)


	Common Stock to be			Preferred Stock to be			Additional Paid-in		Accumulated			Accumulated Other Compre- hensive Income			Total Dalrada Financial Corp’s Stockholders'			Non- controlling			Total Stockholders' Equity
	Issued			Issued			Capital		Deficit			(Loss)			Deficit			Interests			(Deficit)

Balance at June 30, 2023		192,925			–		$	145,251,822	$	(141,729,009	)	$	(50,848	)	$	4,109,019		$	143,817		$	4,252,836
Common stock issued pursuant to acquisitions		(37,500	)		–			36,596		–			–			269			–			269
Common stock issued pursuant to debt agreement		–			–			60,000		–			–			60,000			–			60,000
Conversion of related party notes into preferred stock		–			–			–		–			–			–			–			–
Warrants issued pursuant to acquisitions		–			–			5,478		–			–			5,478			–			5,478
Stock-based compensation		–			–			1,109,642		–			–			1,109,642			–			1,109,642
Net income (loss)		–			–			–		(4,816,242	)		–			(4,816,242	)		(21,894	)		(4,838,136	)
Foreign currency translation		–			–			–		–			85,208			85,208			–			85,208
Balance at September 30, 2023		155,425			–			146,463,538		(146,545,251	)		34,360			553,374			121,923			675,297
Common stock issued pursuant to acquisitions		(26,500	)		–			94,875		–			–			70,667			–			70,667
Common stock issued pursuant to debt agreement		–			–			173,000		–			–			173,000			–			173,000
Warrants issued pursuant to acquisitions		–			–			5,748		–			–			5,748			–			5,748
Common stock to be issued for private placement					–			579,500		–			–			604,000			–			604,000
Stock-based compensation		–			–			1,018,827		–			–			1,018,827			–			1,018,827
Net income (loss)		–			–			–		(6,962,294	)		–			(6,962,294	)		(33,982	)		(6,996,276	)
Foreign currency translation		–			–			–		–			(39,026	)		(39,026	)		–			(39,026	)
Balance at December 31, 2023		128,925			–		$	148,335,488	$	(153,507,545	)	$	(4,666	)	$	(4,575,704	)	$	87,941		$	(4,487,763	)

Balance at June 30, 2024		–			21,839,776		$	151,791,802	$	(170,677,066	)	$	(909	)	$	3,440,131		$	(94,024	)	$	3,346,107
Common stock issued pursuant to acquisitions		–			(4,596,334	)		4,596,290		–			–			–			–			–
Conversion of related party notes into preferred stock		–			(17,243,442	)		17,243,235		–			–			–			–			–
Warrants issued pursuant to acquisitions		–			–			5,748		–			–			5,748			–			5,748
Stock-based compensation		–			–			1,003,943		–			–			1,003,943			–			1,003,943
Net loss		–			–			–		(6,810,999	)		–			(6,810,999	)		12,085			(6,798,914	)
Foreign currency translation		–			–			–		–			(19,675	)		(19,675	)		–			(19,675	)
Balance at September 30, 2024		–			–			174,641,018		(177,488,065	)		(20,584	)		(2,380,852	)		(81,939	)		(2,462,791	)
Common stock issued pursuant to acquisitions		–			–			666,806		–			–			781,670			–			781,670
Conversion of related party notes into preferred stock		–			–			5,748		–			–			5,748			–			5,748
Warrants issued pursuant to acquisitions		–			–			–		–			–			–			–			–
Stock-based compensation		–			–			379,083		–			–			379,083			–			379,083
Net loss		–			–			–		(6,709,601	)		–			(6,709,601	)		(37,562	)		(6,747,163	)
Foreign currency translation		–			–			–		–			69,329			69,329			–			69,329
Balance at December 31, 2024		–			–		$	175,692,655	$	(184,197,666	)	$	48,745		$	(7,854,623	)	$	(119,501	)	$	(7,974,125	)

(The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements)

DALRADA FINANCIAL CORPORATION

Condensed Consolidated Statements of Cash Flows (unaudited)


	Six Months Ended
	December 31,
	2024			2023
Cash flows from operating activities:
Net loss	$	(13,546,077	)	$	(11,834,412	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		496,346			355,689
Stock compensation		1,383,026			2,128,469
Stock consideration issued to vendor		–			233,000
Change in fair value of contingent consideration		–			117,005
Bad debt expense		–			393,225
Gain on expiration of accrued tax liability		–			–
Changes in operating assets and liabilities, net of amounts acquired or assumed in connection with acquisition:
Accounts receivable		1,448,549			(54,890	)
Other receivables		476,542			(863,405	)
Inventories		20,869			(491,151	)
Prepaid expenses and other current assets		11,308			705,365
Long-term receivables		20,038			39,995
Accounts payable		(770,154	)		210,870
Long-term payables		–			(14,995	)
Accounts payable and accrued liabilities - related parties		6,353,306			5,991,166
Accrued liabilities		(290,362	)		(163,849	)
Decrease in Right of Use Asset/Liability		21,209			–
Contingent consideration		208,339			–
Deferred revenue		(266,541	)		(228,436	)
Net cash used in operating activities		(4,433,602	)		(3,476,354	)
Cash flows from investing activities:
Purchase of property and equipment		(268,728	)		(299,355	)
Purchase of intangibles		(146,449	)		–
Acquisition of business, net of cash		(42,108	)		–
Net cash used in investing activities		(457,285	)		(299,355	)
Cash flows from financing activities:
Proceeds from related party notes payable		2,367,759			1,854,380
Repayments of related party notes payable		–			(428,924	)
Net proceeds (repayments) from notes payable		1,329,634			1,485,703
Proceeds from private placement		–			604,000
Proceeds from stock issuance		781,669			–
Net cash provided by financing activities		4,479,062			3,515,159
Net change in cash and cash equivalents		(411,825	)		(260,550	)
Effect of exchange rate changes on cash		49,654			46,182
Cash and cash equivalents at beginning of period		501,927			812,806
Cash and cash equivalents at end of period	$	139,756		$	598,438

Supplemental disclosure of cash flow information:
Cash paid for taxes	$	–		$	–
Cash paid for interest	$	2,099,614		$	114,626

(The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements)

DALRADA FINANCIAL CORPORATION

Notes to the Condensed Consolidated Financial Statements (unaudited)

1.	Organization and Nature of Operations

Unless otherwise stated or the context requires otherwise, references herein to the “Company,” “Dalrada,” “we,” “us,” and “our” mean Dalrada Financial Corporation and its direct and indirect subsidiaries, and controlled and managed entities.

Dalrada has five primary business divisions: Genefic, Dalrada Climate Technology, Dalrada Precision Manufacturing, Dalrada Technologies and Dalrada Corporate. Within each of these divisions, the Company drives transformative innovation while creating solutions that are sustainable, accessible, and affordable. Dalrada’s global solutions directly address climate change, gaps in the health care industry, and technology needs that facilitate a new era of human behavior and interaction and ensure a bright future for the world around us.

Genefic

Genefic delivers advanced health care solutions with dedicated products, services, and systems. From virus and disease screening capabilities to pharmaceutical goods and holistic wellness clinics, When the world needs advanced health care, Genefic delivers with ingenuity, accessibility, and affordability. This specialized division is committed to developing key health products, lifesaving medications and building comprehensive systems to increase capability, strive to keep people healthy with the goals of improving their quality of life and increasing their longevity on a global level.

Genefic Specialty Pharmacy (“Genefic Pharmacy”)- Genefic Pharmacy (formerly Genefic Specialty Pharmacy Rx Solutions) is an Alabama-based pharmacy with more than 30 years of experience in the retail medical and pharmaceutical industries. Genefic Pharmacy specializes in providing expert care and managing disease states through comprehensive prescription management, education, nursing, and total health solutions. Genefic Pharmacy maintains pharmacy licenses in all 50 States as well as Washington D.C.

Genefic Infusion Rx- Genefic Infusion Rx is a Louisiana-based infusion pharmacy which handles all aspects of fluid and medication infusion, via intravenous or subcutaneous application. Genefic Infusion Rx serves as an essential with healthcare systems, enhancing the infusion process through efficient authorization and prescription management. Its state-of-the-art compounding facility is led by one of only eight pharmacists in Louisiana with a sterile compounding board certification, ensuring top-tier precision and quality in medication preparation.

Boost Diagnostics- Boost Diagnostics (formerly Empower Genomics and Genefic Diagnostics) is Dalrada’s wholly owned diagnostic laboratory subsidiary which processes molecular diagnostic and antibody tests to support the diagnosis of COVID-19 and the detection of immune response to the virus. Boost Diagnostics has built up and maintained the testing capacity to handle surges in COVID-19 testing demands. Boost Diagnostics also offers genetic testing capabilities including Pharmacogenomics, Nutraceutical, Nutrition/Diet DNA and Exercise/Fitness DNA tests.

Dalrada Career Institute (“DCI”) (aka International Health Group (“IHG”)) - IHG provides highly trained nursing and medical assistants for hospitals and home health facilities since 2006. IHG Medical Assistant programs include Certified Nursing Assistant (“CNA") and Home Health Aide (“HHA”) training and the fast-track 22-Day CNA Certification Program at its state-approved testing facility. DCI started its first RN, nursing class in February of 2024 and this first class will be completed in December 2024. It is the intent of DCI to double their class size when they begin their second class in 2025.

Dalrada Climate Technology (formerly Dalrada Energy Services)

Dalrada Climate Technology (“DCT”) is a segment which incapsulates energy services and state-of-the-art technology within the climate sustainability space. DCT employs next-generation technology and services which enhances clean energy efforts while reducing the world’s carbon footprint. As a premier industrial heat pump manufacturer, Dalrada delivers innovation and efficiency, building solutions that reduce energy consumption and minimize carbon footprints, increase operational efficiencies, meet environmental, social, and governance (ESG) goals, and lower energy costs for clients.

Dalrada Technology Limited (“DTL”)- DTL is a holding company for all United Kingdom and European based Dalrada Climate Technology entities.

Likido Ltd. (“Likido”)- Likido is an international engineering company developing advanced solutions for the harvesting and recycling of energy. Using its novel, heat pump systems (patent pending), Likido is working to revolutionize the renewable energy sector with the provision of innovative modular process technologies to maximize the capture and reuse of thermal energy for integrated heating and cooling applications. With uses across industrial, commercial and residential sectors, Likido provides cost savings and minimized carbon emissions across global supply chains. Likido's technologies enable the effective recovery and recycling of process energy, mitigating against climate change and expected enhancement of quality of life through the provision of low-carbon heating and cooling systems. Likido’s products currently include the DCT One Heat Pumps (formerly Likido®ONE) and DCT Cryo Chiller. Likido also offers heat pump solutions specifically designed for residential purposes.

During the prior year, the U.S. Government selected DCT One Series high-performance, low-carbon heat pump for real-world testing in a prestigious clean energy program. The implementation of the DCT One Series testing is still in process. The expected positive results should not only increase market acceleration and adoption within the federal government acceptance of groundbreaking eco-friendly technology but should also accelerate adoption within the commercial building industry.

Dalrada Technology Spain L.T. (“DTS”)- DTS was established as a Spanish subsidiary of DTL for the expansion of the manufacturing and sale of the DCT One Series and DCT Cryo Chiller throughout Europe.

Dalrada Energy Services (“DES”)- DES provides end-to-end comprehensive energy service solutions in a robust commercial capacity. DES helps organizations meet ESG goals and standards while mitigating negative environmental impacts.

Bothof Brothers Construction (“Bothof”)- Bothof is a licensed general contractor which provides a wide range of development, construction and design capabilities and expertise throughout the United States. Through Bothof’s extensive experience in construction and contracting, the DES division can provide a myriad of additional services to its private and public works customers.

Grand Entrances- Grand Entrances is a California based custom door and hardware retail store.

Dalrada Precision Manufacturing

Dalrada Precision Manufacturing creates total manufacturing solutions that start with the design and development of high-quality machine parts and components, and end with an efficient global supply chain. This specialized business division can meet today’s high demands and solves industry challenges. Dalrada Precision Manufacturing is confident that it redefines the critical quality of the world’s top components and responds with in-house research, design, engineering, and distribution through a highly reliable global supply chain and improved time-to-market capabilities.

Dalrada Precision Parts (“Precision”) - Precision extends the client its engineering and operations team by helping devise unique manufacturing solutions tailored to their products. Dalrada Precision can enter at any stage of the product lifecycle from concept and design to mass production and logistics.

Deposition Technologies (“DepTec”) - DepTec designs, develops, manufactures, and services chemical vapor and physical vapor deposition systems for the microchip and semiconductor industries.

DepTec has built an impressive catalogue of precision OEM parts for PVD (Physical vapor deposition) systems and the Company’s refurbished systems which allows clients the option of purchasing the same model of system they’ve been using for decades –but with significant upgrades and improved efficiencies. Older systems can now operate more reliably with additional control and monitoring plus longer lifespans. DepTec also has its own PVD and CVD (Chemical Vapor Deposition) systems, EVOS-PVD and EVOS -CVD, which deposits metals and non-metals for microchips used in almost every standard and specialized microdevices made today and in the future. These systems can produce a superior film layer utilized in rugged high-stress environment designs.

Ignite I.T. (“Ignite”) - Ignite is a manufacturer and seller of eco-friendly deep cleaners, parts washers and degreasers that are specially formulated to lift hydrocarbon-based dirt and grease from virtually all surfaces with minimal effort. Ignite products are non-flammable, non-corrosive, non-toxic, butyl-free, water-based, and leave a light citrus scent. Ignite is developed for all surfaces suitable for water and meets or exceed the most stringent industry-testing specifications.

Dalrada Technologies

Dalrada Technologies has worked with some of the world’s most recognizable companies, providing digital engineering for cutting-edge software systems and offering a host of robust digital services. This business division connects the world with integrated technology and innovative solutions, delivering advanced capabilities and error-free results. Dalrada Technologies creates digital products with expert computer information technology and software engineering services for a variety of technical industries and clients in both B2B and B2C environments.

Prakat (“Prakat”)- Prakat is an ISO 9001-certified company that provides end-to-end technology services across various industries, improving the value chain. The Company specializes in test engineering, accessibility engineering, product engineering, application modernization, billing and revenue management, CRM, and block chain. Prakat provides global customers with software and technology solutions specializing in Test Engineering, Accessibility Engineering, Product Engineering and Application Modernization.

Dalrada Corporate

Dalrada Corporate covers the activities which support the entire suite of Dalrada subsidiaries. Dalrada Corporate includes the areas of administration, finance, human resources, legal advice, information technology, and marketing. It also contains executive management and shareholder-related services.

Liquidity and Going Concern

These condensed consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of December 31, 2024, and June 30, 2024, the Company had negative working capital of $13,331,247 and $7,085,306, respectively. The Company incurred negative cash flows from operations for the six months ended December 31, 2024, and 2023, and raises substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon the successful financing through equity and/or debt investors and growing the subsidiaries anticipated to be profitable while reducing investments in areas that are not expected to have long-term benefits. The Company expects to obtain operational liquidity through collection of outstanding accounts receivable from medical insurance providers, Medicare, pharmaceutical sales, the sale of DCT commercial and residential heat pumps as well as ongoing projects through Bothof Brothers, Dalrada Technology Spain and Deposition Technologies.

2.	Summary of Significant Accounting Policies

(a)

Basis of Presentation

These unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”),. Accordingly, certain information and disclosures required by US GAAP for annual financial statements have been omitted. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. Unless otherwise indicated, balances are expressed in U.S. dollars. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto as of and for the year ended June 30, 2024 (the “2024 Annual Audited Financials"), included in the Company’s Annual Report on Form 10-K filed with the SEC on October 19, 2023 (the "Form 10-K”). The results of operations as of and for the three and six months ended December 31, 2024 are not necessarily indicative of the results to be expected for the 2025 full year or any future periods. The accompanying consolidated balance sheet as of June 30, 2024 has been derived from the audited consolidated balance sheet as of June 30, 2024 contained in the 2024 Annual Audited Financials included in the Form 10-K.

(b)

Principles of Consolidation

The unaudited interim condensed consolidated financial statements include the accounts of the Company and its subsidiaries, as well as the accounts of any entities over which the Company has a controlling financial interest in accordance with Accounting Standards Codification (“ASC”) 810 Consolidation. All transactions and balances between these entities have been eliminated upon consolidation.

Income attributable to the minority interest in the Company’s majority owned and controlled consolidated subsidiaries is recorded as net income attributable to noncontrolling interests in the condensed consolidated Statements of operations and comprehensive loss and the noncontrolling interest is reflected as a separate component of the condensed consolidated statements of stockholders’ equity, condensed consolidated balance sheets, and condensed consolidated statements of cash flows.

(c)

Use of Estimates

The preparation of these unaudited interim condensed consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the revenue, valuation of inventory, valuation of acquired assets and liabilities, variables used in the computation of share-based compensation, litigation, contingent consideration, and evaluation of goodwill and intangible assets for impairment.

The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

(d)

Cash and Cash Equivalents

Cash and cash equivalents include cash deposits in financial institutions, and the Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

(e)

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, accounts receivable, and cash equivalents. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

When estimating its allowance for credit losses related to revenues from pharmaceutical sales, the Company differentiates its receivables based on the following customer types: healthcare insurers, government payers, and cash payers. Additionally, the Company applies assumptions and judgments for assessing collectability and determining net revenues and accounts receivable from its customers. Management considers various historical collection factors for assessing collectability and determining net revenues and accounts receivable from our customers which include the period that the receivables have been outstanding, history of payment amounts, status of collections due, and applicable statutes of limitations.

During the three months ended December 31, 2024, and 2023, healthcare insurers and government payers accounted for 46% and 59% of total revenues, respectively. During the six months ended December 31, 2024, and 2023, healthcare insurers and government payers accounted for 60% and 43% of total revenues, respectively. The accounts receivable related to both healthcare insurers and government payers are $335,811 and $2,721,810 as of December 31, 2024 and June 30, 2024, respectively.

(f)

Fair Value Measurements

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable and accrued liabilities, notes payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

The fair value of the contingent consideration obligations was based on a probability weighted approach derived from the estimates of earn-out criteria and the probability assessment with respect to the likelihood of achieving those criteria. The measurement was based on significant inputs that were not observable in the market, therefore, the Company classified this liability as Level 3 in the following tables:

Schedule of fair value of liabilities
	Fair Value Measurements as of December 31, 2024:
	Level 1		Level 2		Level 3		Total
Liabilities:
Contingent consideration	$	–	$	–	$	255,682	$	255,682
	$	–	$	–	$	255,682	$	255,682

	Fair Value Measurements as of June 30, 2024:
	Level 1		Level 2		Level 3		Total
Liabilities:
Contingent consideration	$	–	$	–	$	47,343	$	47,343
	$	–	$	–	$	47,343	$	47,343

The fair value of the contingent consideration liability related to the Company’s business combinations is valued based on a forward contract and the guaranteed equity value at settlement as defined in the acquisition agreement (see “Note 4. Business Combinations and Asset Acquisition).

(g)

Convertible Instruments

The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC Topic 815, Derivatives and Hedging Activities (“ASC 815”).

Applicable U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

The Company accounts for convertible instruments (when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments) as follows. The Company records, when necessary, deemed dividends for the intrinsic value of conversion options embedded in shares based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the shares.

(h)

Accounts Receivable

Accounts receivables are derived from products and services delivered to customers and are stated at their net realizable value. Each month, the Company reviews its receivables on a customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known or perceived collection issues. Any balances that are eventually deemed uncollectible are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of December 31, 2024, and June 30, 2024, the Company had an allowance of doubtful accounts $1,069,078 and $1,009,972 respectively.

(i)

Inventory

Inventory is recorded at the lower of cost or net realizable value on a first-in first-out basis. As December 31, 2024, and year ended June 30, 2024, inventory is comprised of raw materials purchased from suppliers, work-in-progress, and finished goods produced or purchased for resale. The Company establishes inventory reserves for estimated obsolete or unsaleable inventory equal to the difference between the cost of inventory and the estimated realizable value based upon assumptions about future market conditions.

(j)

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset, as follows:


	Estimated Useful Life
Computer and office equipment	3 - 5 years
Machinery and equipment	5 years
Leasehold improvements	Shorter of lease term or useful life

Estimated useful lives are periodically assessed to determine if changes are appropriate. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation or amortization are eliminated from the Consolidated Balance Sheet and any resulting gains or losses are included in the Consolidated Statement of Operations in the period of disposal.

(k)

Business Combinations and Acquisitions

The Company accounts for acquisitions in which it obtains control of one or more businesses as a business combination. The purchase price of the acquired businesses is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recognized as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments, in the period in which they are determined, to the assets acquired and liabilities assumed with the corresponding offset to goodwill. If the assets acquired are not a business, the Company accounts for the transaction or other event as an asset acquisition. Under both methods, the Company recognizes the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, the Company evaluates the existence of goodwill, indefinite life intangible assets, or a gain from a bargain purchase.

(l)

Contingent Consideration

Certain acquisitions include contingent consideration as part of the purchase price. The fair value of the contingent consideration is estimated as of the acquisition date based on the present value of the contingent payments to be made using a weighted probability of possible payments. The unobservable inputs used in the determination of the fair value of the contingent consideration include managements assumptions about the likelihood of payment based on the established benchmarks and discount rates based on internal rate of return analysis. The fair value measurement includes inputs that are Level 3 measurement as discussed in Note 4 to our consolidated financial statements included in this quarterly report on Form 10-Q. Should actual results increase or decrease as compared to the assumption used in our analysis, the fair value of the contingent consideration obligations will increase or decrease, up to the contracted limit, as applicable. Changes in the fair value of the contingent earn-out consideration could cause a material impact and volatility in our operating results. As of December 31, 2024, and June 2024, the Company had a fair value of the contingent consideration $255,682 and $47,343, respectively.

(m)

Impairment of Long-Lived Assets

The Company reviews its long-lived assets (property and equipment and amortizable intangible assets) for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected cash flows, undiscounted, is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value.

Goodwill is tested annually at June 30 for impairment and upon the occurrence of certain events or substantive changes in circumstances.

The annual goodwill impairment test allows for the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. An entity may choose to perform the qualitative assessment on none, some or all of its reporting units or an entity may bypass the qualitative assessment for any reporting unit and proceed directly to step one of the quantitative impairment tests. If it is determined, on the basis of qualitative factors, that the fair value of a reporting unit is, more likely than not, less than its carrying value, the quantitative impairment test is required. The quantitative impairment test calculates any goodwill impairment as the difference between the carrying amount of a reporting unit and its fair value, but not to exceed the carrying amount of goodwill. During the quarter ended December 31, 2024, the Company performed a qualitative assessment of its reporting units to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. As a result of the qualitative impairment assessment performed, the Company did not recognize goodwill impairment.

An intangible asset is an identifiable non-monetary asset without physical substance. Such an asset is identifiable when it is separable, or when it arises from contractual or other legal rights. Separable assets can be sold, transferred, licensed, etc. Examples of intangible assets include computer software, licenses, trademarks, patents, films, and copyrights. The Company’s intangible assets are finite lived assets and are amortized on a straight-line basis over the estimated useful lives of the assets.

(n)

Revenue Recognition

The Company determines revenue recognition in accordance with Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, and its related amendments (collectively known as “ASC 606”) through the following steps:

	-	Identification of a contract with a customer;

	-	Identification of the performance obligations in the contract;

	-	Determination of the transaction price;

	-	Allocation of the transaction price to the performance obligations in the contract; and

	-	Recognition of revenue when or as the performance obligations are satisfied.

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

The Company estimates warranty claims reserves based on historical results and research and determined that a warranty reserve was not necessary as of December 31, 2024 or June 30, 2024.

Sales are recognized at an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring control of goods or services to the customer. The Company recognizes revenue, net of taxes and expected returns, at the time it sells merchandise, provides services or dispenses prescription drugs to the customer. The Company estimates revenue based on expected reimbursements from third-party payors (e.g., pharmacy benefit managers, insurance companies and governmental agencies) for dispensing prescription drugs. The estimates are based on all available information including historical experience and are updated to actual reimbursement amounts.

The Company recognizes revenue when control of the prescription drugs is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those prescription drugs. The Company has established the following revenue recognition policies for the Pharmacy Services segment:

Revenues generated from prescription drugs sold by mail service dispensing pharmacies are recognized when the prescription drug is delivered to the client plan member. At the time of delivery, the Company has performed substantially all of its performance obligations under its client contracts and does not experience a significant level of returns or reshipments.

The Company’s retail drugstores recognize revenue at the time the customer takes possession of the merchandise. For pharmacy sales, each prescription claim is its own arrangement with the customer and is a performance obligation, separate and distinct from other prescription claims under other retail network arrangements. Revenues are adjusted for refunds owed to third party payers resulting from pricing guarantees and performance against defined value-based service and performance metrics. The inputs to these estimates are not subject to a high degree of subjectivity or volatility.

Boost, which provides clinical testing services and other services, satisfies its performance obligations and recognizes revenues primarily upon completion of the testing process (when results are reported) or when services have been rendered. Pala does not invoice the patients themselves for testing but relies on healthcare insurers and government payers for reimbursement for COVID-19 testing. Boost has a standardized approach to estimate the amount of consideration that we expect to be entitled to, including the impact of contractual allowances (including payer denials), and patient price concessions. We regularly assess the state of our billing operations in order to identify issues which may impact the collectability of receivables or revenue estimates. We believe that the collectability of our receivables is directly linked to the quality of our billing processes, most notably those related to obtaining the correct information in order to bill effectively for the services we provide. As such, we strive to implement “best practices” and work with our third-party billing company to reduce the number of requisitions that we receive from healthcare providers with missing or incorrect billing information. We believe that our collection and revenue estimation processes, along with our close monitoring of our billing operations, help to reduce the risk associated with material adjustments to reserve estimates. However, changes to our estimate of the impact of contractual allowances (including payer denials) and patient price concessions could have a material impact on our results of operations and financial condition in the period that the estimates are adjusted. Adjustments to our estimated contractual allowances and implicit patient price concessions are recorded in the current period as changes in estimates. Although we have limited track record, further adjustments to the allowances, based on actual receipts, may be recorded upon settlement.

DES recognizes revenue on energy savings contracts where it provides design, engineering and equipment upgrades to obtain energy savings through Environmental, Social, and Governance (“ESG”) targets. DES recognizes revenue through two performance obligations: 1) the Energy Savings Report (point in time); and 2) functional IP license (point in time with a significant financing component and royalty and variable consideration constraint). Up to and upon completion of an energy savings project, DES calculates the monthly energy savings based on prior and current energy consumption totals. Upon completion of a project, the customer pays monthly fixed payments which represents a financing component. DES recognized monthly interest income and “royalty” revenue when the constraint from the energy savings percentage is known. DES records revenue as it provides additional management, consulting, and other services as they are incurred.

DepTec and Bothof recognize revenues using a cost-based input method, by which we use actual costs incurred relative to the total estimated contract costs to determine, as a percentage, progress toward contract completion. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined.

The Company also earns service revenue from its other subsidiaries, including information technology and consulting services via Prakat, educational programs, and courses via IHG, management services for Genefic Wellness Group, and custom parts manufacturing for Dalrada Precision Parts. For Prakat, Genefic Wellness Group, Grand Entrances and Dalrada Precision Parts, revenues are recognized when performance obligations have been satisfied and the services are complete. This is generally at a point of time upon written completion and client acceptance of the project or product, which represents transfer of control to the customer. For IHG, revenues are recognized over the course of a semester while services are performed.

Disaggregation of Revenue

The following table presents the Company's revenue disaggregated by revenue source:

Schedule of disaggregated revenue
	Three Months Ended					Six Months Ended
	December 31,					December 31,
	2024			2023		2024		2023
Product sales - third parties	$	908,633		$	3,199,029	$	4,529,891	$	6,246,740
Product sales - related party		(140	)		–		–		140
Service revenue - third parties		1,899,535			939,765		4,089,844		2,013,680
Service revenue - related party		306,830			218,522		525,778		1,114,836
Total revenue	$	3,114,858		$	4,357,316	$	9,145,513	$	9,375,396

Accounts Receivable and Deferred Revenue

The following table provides information about receivables and contract liabilities from contracts with customers:


	December 31,		June 30,
	2024		2024
Accounts receivable, net	$	2,291,067	$	2,864,172
Accounts receivable, net - related parties		361,040		1,236,484
Long-term receivables		20,252		20,742
Long-term receivables - related parties		1,116,960		1,136,508
Deferred revenue		1,302,608		1,569,149

The Company invoices customers based upon contractual billing schedules, and accounts receivable are recorded when the right to consideration becomes unconditional. Contract liabilities represent a set-up fee prepayment received from a customer in advance of performance obligations met.

(o)

Cost of Revenue

Cost of revenue consists primarily of inventory sold for product sales and direct labor for information technology and consulting services. The following table is a breakdown of cost of revenue:

Schedule of cost of revenue
	Three Months Ended				Six Months Ended
	December 31,				December 31,
	2024		2023		2024		2023
Product sales	$	906,858	$	2,617,648	$	4,242,590	$	4,734,784
Service revenue		1,373,118		1,294,004		2,904,874		3,224,090
Total cost of revenue	$	2,279,976	$	3,911,652	$	7,147,464	$	7,958,874

(p)

Advertising

Advertising costs are expensed as incurred. During the three months ended December 31, 2024 and 2023, advertising expenses were approximately $79,264 and $65,000, respectively. During the six months ended December 31, 2024 and 2023, advertising expenses were approximately $107,309 and $106,000, respectively.

(q)

Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. During the three months ended December 31, 2024 and 2023, stock-based compensation was $379,083 and $1,018,827, respectively. During the six months ended December 31, 2024 and 2023, stock-based compensation expense was $1,383,026 and $2,128,469, respectively.

(r)

Foreign Currency Translation

The functional currency of the Company is the United States dollar. The functional currency of the Likido, DepTec, and Dalrada Technology subsidiaries is the Great British Pound. The functional currency of Prakat is the Indian Rupee. The functional currency of Dalrada Technology Spain is the Euro. The financial statements of the Company’s subsidiaries were translated to United States dollars in accordance with ASC 830, Foreign Currency Translation Matters, using period-end rates of exchange for assets and liabilities, and average rates of exchange for the year for revenues and expenses. Gains and losses arising on foreign currency denominated transactions are included in condensed consolidated statements of operations.

(s)

Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the condensed consolidated financial statements. During the three and six months ended December 31, 2024, and 2023, the Company’s only component of comprehensive loss was foreign currency translation adjustments.

(t)

Non-controlling Interests

Non-controlling interests are classified as a separate component of equity in the Company's condensed consolidated balance sheets and condensed consolidated statements of changes in stockholders’ equity (deficit). Net loss attributable to non-controlling interests are reflected separately from consolidated net loss in the condensed consolidated statements of comprehensive loss and condensed consolidated statements of changes in stockholders’ equity (deficit). Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and non-controlling interests. In addition, when a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary will be initially measured at fair value and the difference between the carrying value and fair value of the retained interest will be recorded as a gain or loss.

As of December 31, 2024, and June 30, 2024, non-controlling interests pertained to the Company’s Prakat and Pala subsidiaries.

(u)

Basic and Diluted Net Loss per Share

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the periods using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the periods is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants.

The weighted average number of common stock equivalents related to cashless warrants are 54,114,779 and 61,562,134 for the three and six months ended December 31, 2024 and 2023, respectively, and was not included in diluted loss per share, because the effects are antidilutive.

There were no adjustments to the numerator during the three and six months ended December 31, 2024, and 2023.

(v)

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. The Company had a full valuation allowance at December 31, 2024, and June 30, 2024.

(w)

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. This ASU will be adopted in our fiscal year 2025. We are currently evaluating the impact of this standard.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). The ASU includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. ASU 2023-09 will be effective for us for the fiscal year ended January 31, 2026. This guidance will be applied on a prospective basis with the option to apply the standard retrospectively. We are currently evaluating the impact of the standard on our financial statements and disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) and in January 2025, the FASB issued ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”), which clarified the effective date of ASU 2024-03. ASU 2024-03 is intended to improve disclosures about a public business entity's expenses, primarily through additional disaggregation of income statement expenses. ASU 2024-03 will be effective for the annual period beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027, with the option to early adopt at any time prior to the effective date and should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. We are currently evaluating the impact of the standard on our financial statements and disclosures.

3.	Investment in Pala Diagnostics

In August 2021, Dalrada entered a joint venture (“JV”) with Vivera Pharmaceuticals, Inc (“Vivera”) for a 51% ownership and controlling interest to operate a CLIA-certified diagnostics lab focused on SARS-CoV-2 testing. The JV has been treated as a business combination.

The Company determined that Pala is a Variable Interest Entity (“VIE”); we believe that the Company has the power to direct the activities that most significantly impact the economic performance of Pala, and accordingly, Dalrada is considered the primary beneficiary of the VIE. The Company has consolidated the activities of the VIE.

Pursuant to the partnership agreement, Dalrada contributed equity in the amount of $500,000 for operating capital and Vivera contributed property and equipment at a fair value of $111,185. This amount was recorded to non-controlling interest equity balance in the company’s condensed consolidated balance sheets.

Pursuant to the JV agreement, Dalrada issued 250,000 shares of common stock to Vivera in October 2021. The fair value of $58,560 was recorded to goodwill as of June 30, 2022. This goodwill balance was written down to $0 as of June 30, 2023.

In December 2021, Dalrada Health filed suit against Vivera and Paul Edalat, Vivera’s Chairman and CEO, for misappropriation of funds on behalf of the joint venture in the amount of $2,104,509, accounted for as an unauthorized distribution. In addition to filing a cross-complaint against Dalrada Health Products, Vivera filed a separate complaint against Dalrada Financial Corporation, Empower Genomics, Dalrada Financial Corporation’s officers, and other unrelated parties. On February 20, 2025, the suit was dismissed through the Orange County Superior Court of California. See Note 14. Commitments and Contingencies for legal proceedings.

4.	Business Combinations and Asset Acquisition

Fiscal 2025 Transactions

Grand Entrances

On August 21, 2024, the Company acquired 100% of Grand Entrances through a Purchase Agreement. Grand Entrances is a California based custom door and hardware retail store. Pursuant to the terms of the transaction, the Company acquired all assets, tangible and intangible, which relate to, or are used or held for use in connection with the business in consideration of $100 in cash, assumption of all liabilities, and a 20% earnout of Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) over a 3-year period.

As a result of the 20% earnout of EBITDA over a 3-year period, the Company recorded contingent consideration (see Note 2. Summary of Significant Accounting Policies) in connection with the acquisition. The following is a summary of the purchase price consideration:


Cash - Payment	$	100
Contingent consideration		211,289
Total purchase price consideration	$	211,389

The Company acquired Grand Entrances to vertically integrate custom door and hardware products into Bothof Brothers’ real estate construction pipelines and scale its profit margins.

The Grand Entrances transaction was accounted for as a business combination in accordance with ASC Topic 805, Business Combinations (“ASC 805”). The Company has determined preliminary fair values of the assets acquired and liabilities assumed. These values are subject to change as we perform additional reviews of our assumptions utilized.

The Company has made a preliminary allocation of the purchase price regarding the acquisition related to the assets acquired and liabilities assumed as of the purchase date. The following table summarizes the purchase price allocation as of August 21, 2024:

Schedule of purchase price allocation
	Preliminary Purchase Price Allocation
Cash and cash equivalents	$	24,069
Accounts receivable, net		207,335
Prepaid expenses		28,917
Inventory		182,281
Property and equipment, net		55,405
Goodwill		185,269
Accounts payable		(141,064	)
Deferred revenue		(2,186	)
Ally loan		(10,515	)
Fundation loan		(84,677	)
MCA servicing loan		(83,445	)
BA EIDL loan		(150,000	)
Purchase price consideration	$	211,389

Fiscal 2024 Transactions

IV Services, LLC dba Genefic Infusion Rx

On May 13, 2024, the Company acquired 100% of IV Services, LLC dba Genefic Infusion Rx (“IVS”) through a Membership Interest Purchase Agreement. IVS is a Louisiana based pharmacy that holds pharmacy licenses in Louisiana and Mississippi and specializes in home infusion services. Pursuant to the terms of the transaction, the Company acquired all assets, tangible and intangible, which relate to, or are used or held for use in connection with the business for cash, closing date inventory, closing date rent payment, closing date cash on hand, and total liabilities of $156,926.

The Company acquired IVS to expand the physical footprint of Genefic Specialty Rx as well as its ability to ship a larger volume of prescriptions and to enter the infusion pharmacy business.

The IVS transaction was accounted for as a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). The Company has determined preliminary fair values of the assets acquired and liabilities assumed. These values are subject to change as we perform additional reviews of our assumptions utilized.

Schedule of purchase price allocation
	Preliminary Purchase Price Allocation
Cash and cash equivalents	$	2,991
Inventory		149,216
Prepaid expenses		2,390
Deposits		10,700
Fixed assets, net		166,526
IP-technology-license		99,000
Non-competes		17,500
Goodwill		371,298
Accounts payable		(97,494	)
Accrued compensation – PTO		(12,933	)
Loan payable		(46,500	)
Purchase price consideration	$	662,694

5.	Selected Balance Sheet Elements

Inventories

Inventories consisted of the following as of December 31, 2024 and June 30, 2024:

Schedule of inventories
	December 31,		June 30,
	2024		2024
Raw materials	$	440,426	$	910,679
Work-in-progress		936,281		1,129,348
Finished goods		1,250,076		607,625
Total inventories	$	2,626,783	$	2,647,652

Property and Equipment, Net

Property and equipment, net consisted of the following as of December 31, 2024 and June 30, 2024:

Schedule of property and equipment, net
	December 31,			June 30,
	2024			2024
Machinery and equipment	$	1,743,167		$	1,769,470
Leasehold improvements		545,672			416,854
Computer and office equipment		624,902			458,689
Construction in progress		–			–
Property and equipment, gross		2,913,741			2,645,013
Less: Accumulated depreciation		(1,450,593	)		(1,192,731	)
Property and equipment, net	$	1,463,148		$	1,452,282

Depreciation expense was $113,205 and $127,759 for the three months ended, and $269,269 and $152,426 for the six months ended December 31, 2024, and 2023, respectively, were included in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss.

Intangible Assets, Net

Intangible assets, net consisted of the following as of December 31, 2024:

Schedule of intangible assets, net
													Developed
													technology,
	Curriculum						Customer						software,
	development			Licenses			relationships			Trademarks			and other			Totals
Balance: June 30, 2024	$	693,385		$	1,064,000		$	1,244,480		$	535,547		$	929,979		$	4,467,391
Additions		–			–			–			148,700			–			148,700
Balance: December 31, 2024		693,385			1,064,000			1,244,480			684,247			929,979			4,616,091

Less: Accumulated amortization
Balance: June 30, 2024		(241,569	)		(106,496	)		(278,218	)		(170,919	)		(122,923	)		(920,125	)
Additions		(29,007	)		(25,226	)		(62,259	)		(58,424	)		(65,819	)		(240,735	)
Balance: December 31, 2024		(270,576	)		(131,722	)		(340,477	)		(229,343	)		(188,742	)		(1,160,860	)

Net book value: December 31, 2024	$	422,809		$	932,278		$	904,003		$	454,904		$	741,237		$	3,455,231

Amortization expense of $248,282 and $203,263 for the six months ended, and $94,373 and $94,371 for the three months ended, December 31, 2024, and 2023, respectively, were included in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. The Company’s intangible assets are subject to amortization and are amortized over the straight-line methods over their estimated period of benefit.

6.	Notes Payable

Notes Payable - Related Parties

The following is a summary of notes payable – related parties on December 31, 2024 and June 30, 2024:


	December 31, 2024
	Outstanding		Accrued
	Principal		Interest
Related entity 1	$	291,000	$	–
Related entity 2		1,515,516		–
Related entity 3		–		–
Related entity 4		615,200		–
Related entity 5		–		–
Related entity 6		–		–
	$	2,421,716	$	–

	June 30, 2024
	Outstanding		Accrued
	Principal		Interest
Related entity 1	$	–	$	–
Related entity 2		52,887		–
Related entity 3		–		–
Related entity 4		1,070		–
Related entity 5		–		–
Related entity 6		–		–
	$	53,957	$	–

The following is a summary of current and long-term notes payable – related parties as of December 31, 2024 and June 30, 2024:

December 31, 2024

Current

Long-Term

Portion

Total

Related entity 1

–

291,000

Related entity 2

–

1,515,516

Related entity 3

–

Related entity 4

–

615,200

Related entity 5

–

Related entity 6

–

2,421,716

June 30, 2024

Current

Long-Term

Portion

Total

Related entity 1

–

Related entity 2

–

52,887

Related entity 3

–

Related entity 4

–

1,070

Related entity 5

–

Related entity 6

–

53,957

Notes Payable

Notes payable includes the following:

Schedule of note payable
	December 31,		June 30,
	2024		2024
Current portion	$	4,468,759	$	5,710,718
Long-term portion		3,610,160		1,038,567
Total	$	8,078,919	$	6,749,285

The Company’s Economic Injury Disaster Loan (“EIDL”) dated May 10, 2020, include a 3.75% interest rate for up to 30 years; the payments are deferred for the first two years (during which interest will accrue), and payments of principal and interest are made over the remaining 28 years. The EIDL loan has no penalty for prepayment. The EIDL loan attaches collateral which includes the following property that EIDL borrower owns or shall acquire or create immediately upon the acquisition or creation thereof: all tangible and intangible personal property, including, but not limited to: (a) inventory, (b) equipment, (c) instruments, including promissory notes (d) chattel paper, including tangible chattel paper and electronic chattel paper, (e) documents, (f) letter of credit rights, (g) accounts, including health-care insurance receivables and credit card receivables, (h) deposit accounts, (i) commercial tort claims, (j) general intangibles, including payment intangibles and software and (k) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest the EIDL borrower grants includes all accessions, attachments, accessories, parts, supplies and replacements for the collateral, all products, proceeds and collections thereof and all records and data relating thereto. The balance of the Company’s EIDL is $143,421 as of December 31, 2024, and 2023, respectively. The EIDL loan is technically in default as a result of a change in ownership without the Small Business Administration (“SBA”) prior written consent. The Company has contacted the SBA regarding the transfer of ownership and has not yet finalized the transfer of ownership.

The Company’s COVID-19 Government Loan includes a 2.5% interest rate for up to six years; the payments are deferred for the first year (during which interest will accrue). The balance of COVID-19 Government Loan is $20,888 and $30,734 as of December 31, 2024, and 2023, respectively.

The Company has a loan totaling $81,359 and $320,709 as of December 31, 2024, and 2023, respectively, which includes an interest rate of 5% with a maturity date of April 29, 2025. The loan is collateralized by personal property and includes monthly payments in the amount of $2,656, with a balloon payment at the maturity date in the amount of $336,898. The Company renewed a loan on June 26, 2023, for $176,836, which includes an interest rate equal to the Wall Street Journal Prime Rate, or 8.25% as of June 30, 2023, and a maturity date of June 26, 2024. The loan is collateralized by the accounts receivable of the Company and includes four payments of $46,838.

On July 25, 2023, the Company entered into an agreement with OnPoint LTB, LLC, for a credit line and funding of up to $2,000,000. The terms of the credit line include a 24-month term loan, with interest only for 6 months, then amortizing over 18 months down to 50%, with the remaining 50% of the balance due at the end of term. Interest is fixed at 20% per annum, with an origination fee of $20,000 which is added to the loan balance. The Company borrowed the first installment of $1,200,000 at the time of closing and the remaining $800,000 was borrowed on October 4, 2023. As part of the loan origination fee, the Company issued 500,000 shares of its common stock. The transaction includes a debt discount of $189,971 which is amortized using an effective interest method over a 24-month period. The net balance of the loan is $1,424,571 as of as of December 31, 2024.

On January 4, 2024, the Company executed a revenue purchase agreement with NewCo Capital Group LLC for $350,000, which includes a 17% purchase percentage and a total purchased amount of $507,500 at the end of the term. The agreement includes a $10,500 underwriting fee and a $10,500 origination fee.

On January 22, a loan and security agreement was executed with Nautilus Parent Holding, LLC whereby the Company can borrow 80% of the estimated accounts receivable at 2% interest per month for up to a maximum draw down of $750,000. On April 18, 2024, the Company board of directors approved to increase the maximum draw down to $8,000,000. As of December 31, the total drawdown was $4,745,000. The agreement includes a $5,000 expense deposit.

On April 8, 2024, the Company entered into a promissory note with 1800 Diagonal Lending, LLC for $172,500. The promissory note includes a one-time interest charge of 14%, which was applied on the issuance date, and matures on February 15, 2025. There are 10 monthly payments in the amount of $19,665 for a total payback of $196,650. In the event of default, 1800 Diagonal Lending, LLC shall have the right to convert all or part of the outstanding and unpaid amount of the note into common shares equal to 61% multiplied by the lowest trading price of the Company common stock during the 10 trading days prior to the conversion date.

On May 2, 2024, the Company executed a revenue purchase agreement with Credit Line Capital Group for $600,000, which includes a 14% purchase percentage and a total purchased amount of $786,000 at the end of the term. The agreement includes a $6,000 underwriting fee and a $6,000 origination fee.

On May 16, 2024, the Company entered into a promissory note with 1800 Diagonal Lending, LLC for $122,475. The promissory note includes a one-time interest charge of 14%, which was applied on the issuance date, and matures on March 30, 2025. There are 10 monthly payments in the amount of $13,962 for a total payback of $139,621. In the event of default, 1800 Diagonal Lending, LLC shall have the right to convert all or part of the outstanding and unpaid amount of the note into common shares equal to 61% multiplied by the lowest trading price of the Company common stock during the 10 trading days prior to the conversion date.

On May 16, 2024, the Company entered into a term loan with Agile Capital Funding, LLC for $525,000 and includes an administrative fee in the amount of $23,625. There are 32 weekly payments in the amount of $22,641 for a total payback of $724,500.

On June 25, 2024, the Company executed a revenue purchase agreement with Cucumber Capital LLC for $325,000, which includes a 9% purchase percentage and a total purchased amount of $487,175 at the end of the term. The agreement includes a $19,500 origination fee.

On July 10, 2024, the Company entered into a promissory note with 1800 Diagonal Lending, LLC for $87,975. The promissory note includes a one-time interest charge of 14%, which was applied on the issuance date, and matures on May 15, 2025. There are 4 monthly payments of $10,029 and one payment of $60,175 for a total payback of $100,291.

On July 21, 2024, the Company executed a cash advance agreement with Cali Flower Capital Inc. with a total advance of $200,000 and payback of $299,800.

On July 25, 2024, the Company executed a revenue purchase agreement with 24 Capital with a total advance of $125,000 and payback of $187,375.

On July 29, 2024, the Company executed a revenue purchase agreement with Tycoon Capital Group with a total advance of $125,000 and payback of $187,375.

On August 23, 2024, the Company executed a revenue purchase agreement with Quick Funding with a total advance of $170,000 and payback of $254,150.

On September 20, 2024, the Company executed a revenue purchase agreement with QFS Capital, LLC with a total advance of up to $1,573,781 and payback of $2,359,097.

7.	Convertible Note Payable – Related Parties

On February 1, 2022, $6,532,206 of related party debt principal and interest related to promissory notes issued by the Company, with the option for conversion, was converted into 10,002 shares of Series G Convertible Preferred Stock (“Series G Stock”). The Series G Stock shall convert at one share of Series G Stock to 2,177 shares of common stock (equivalent to converting the related dollars into common shares at $0.30 per share).

On April 4, 2023, $4,544,224 of related party debt principal and interest related to promissory notes issued by the Company, with the option for conversion, was converted into 15,002 shares of Series H Convertible Preferred Stock (“Series H Stock”). The Series H Stock shall convert at one share of Series H Stock to 3,029 shares of common stock (equivalent to converting the related dollars into common shares at $0.10 per share).

On June 23, 2023, $29,315,320 of related party debt principal and interest related to promissory notes issued by the Company, with the option for conversion, was converted into 35,108 shares of Series I Convertible Preferred Stock (“Series I Stock”). The Series I Stock shall convert at one share of Series I Stock to 5,000 shares of common stock (equivalent to converting the related dollars into common shares at $0.167 per share).

On March 29, 2024, $13,318,783 of related party debt principal and interest related to promissory notes issued by the Company, with the option for conversion, was converted into 15,951 shares of Series I Convertible Preferred Stock (“Series I Stock”). The Series I Stock shall convert at one share of Series I Stock to 5,000 shares of common stock (equivalent to converting the related dollars into common shares at $0.167 per share).

Pursuant to the acquisition agreement dated April 6, 2022, between the Company and Silicon Services Consortium Ltd. (“SSCe”), the sellers of SSCe were to be issued 3,000,000 shares of its common stock evenly every quarter for 24 months with the initial distribution to take place on the effective date (the “Share Consideration”). If at the end of the 24-month stock distribution period, beginning on the effective date of April 7, 2022 (the “Distribution Period”), the value of common stock consideration does not equate to 4,000,000 GBP (the “Target Amount”) in value, then the Company shall issue additional stock equal to the shortfall between the value of the Share Consideration and the Target Amount (the “Valuation Shortfall”). At the end of the Distribution Period, the sellers of SSCe were to be issued an additional $4,440,000 in stock as a result of the Valuation Shortfall. The Company share price at the end of the Distribution Period was $0.20, creating an additional 22,200,000 shares of common stock due to the sellers of SSCe. Pursuant to board resolution dated May 22, 2024, Valuation Shortfall shares were issued into 4,440 shares of Series I Convertible Preferred Stock (“Series I Stock”) as opposed to common stock. The Series I Stock shall convert at one share of Series I Stock to 5,000 shares of common stock (equivalent to converting the related dollars into common shares at $0.167 per share). The Series I Stock does not have voting rights.

On June 30, 2024, the Company converted $3,924,499 of related party debt principal and interest into 4,700 shares of Series I Convertible Preferred Stock (“Series I Stock”). The Series I Stock shall convert at one share of Series I Stock to 5,000 shares of common stock (equivalent to converting the related dollars into common shares at $0.167 per share). The Series I Stock does not have voting rights.

8.	Related Party Transactions

During the six months ended December 31, 2024 and 2023, the Company received cash funding or expenses paid on behalf of the Company from related parties totaling $2,367,759 and $1,854,380 respectively. The expenses paid on their behalf primarily relate to operational expenditure and payroll. In most cases, promissory notes were created on a quarterly basis totaling the amounts referenced above. The remaining amounts are included within accounts payable – related parties for which the related parties expect repayment. The above-referenced expenses relate to three corporations that the Company has classified as related parties. These corporations are all owned and/or operated by an individual who has a familial relationship with the Company’s CEO.

As of December 31, 2024 and June 30, 2024 amounts included within accounts payable and accrued liabilities – related parties for related party expenses was $5,962,476 and $2,923,418, respectively. The increase of $3,039,058 is primarily attributable to payroll related expenditures.

The following is a summary of revenues recorded by the Companies to related parties with common ownership:

Schedule of related party revenues
	Three Months Ended				Six Months Ended
	December 31,				December 31,
	2024		2023		2024		2023
Dalrada Health	$	–	$	–	$	–	$	–
Dalrada Energy Services		–		354		–		5,042
Ignite		–		–		–		140
Prakat		–		–		–		15,000
Bothof Brothers		306,830		218,168		525,778		1,094,794
	$	306,830	$	218,522	$	525,778	$	1,114,976

See Notes 6, 7, 9, 10, and 11 for additional related party transactions.

9.	Preferred Stock

On March 29, 2024, the Company converted $13,318,943 of related party debt principal and interest into 15,951 shares (effective price of $835 per share) of Series I Convertible Preferred Stock (“Series I Stock”). The Series I Stock shall convert at one share of Series I Stock to 5,000 shares of common stock (equivalent to converting the related dollars into common shares at $0.167 per share). The Company issued these shares of common stock pursuant to the exemption from registration provided by Section 3(a)(9) of the Act in that such issuance did not constitute a public offering.

Pursuant to the acquisition agreement dated April 6, 2022 between the Company and Silicon Services Consortium Ltd. (“SSCe”), the sellers of SSCe were to be issued 3,000,000 shares of its common stock evenly every quarter for 24 months with the initial distribution to take place on the effective date (the “Share Consideration”). If at the end of the 24-month stock distribution period, beginning on the effective date of April 7, 2022 (the “Distribution Period”), the value of common stock consideration does not equate to 4,000,000 GBP (the “Target Amount”) in value, then the Company shall issue additional stock equal to the shortfall between the value of the Share Consideration and the Target Amount (the “Valuation Shortfall”). At the end of the Distribution Period, the sellers of SSCe were to be issued an additional $4,440,000 in stock as a result of the Valuation Shortfall. The Company share price at the end of the Distribution Period was $0.20, creating an additional 22,200,000 shares of common stock due to the sellers of SSCe. Pursuant to board resolution dated May 22, 2024, Valuation Shortfall shares were issued into 4,440 shares of Series I Convertible Preferred Stock (“Series I Stock”) as opposed to common stock. The Series I Stock shall convert at one share of Series I Stock to 5,000 shares of common stock (equivalent to converting the related dollars into common shares at $0.167 per share). The Series I Stock does not have voting rights. The Company issued these shares of common stock pursuant to the exemption from registration provided by Section 4(a)(2) of the Act in that such issuance did not constitute a public offering.

On June 30, 2024, the Company converted $3,924,499 of related party debt principal and interest into 4,700 shares (effective price of $835 per share) of Series I Convertible Preferred Stock (“Series I Stock”). The Series I Stock shall convert at one share of Series I Stock to 5,000 shares of common stock (equivalent to converting the related dollars into common shares at $0.167 per share). The Series I Stock does not have voting rights. The Company issued these shares of common stock pursuant to the exemption from registration provided by Section 3(a)(9) of the Act in that such issuance did not constitute a public offering.

On October 3, 2024, the Company converted an additional 781,670 shares of its common stock related to the SSCe Valuation Shortfall shares to 156 shares of Series I Stock.

On October 14, 2024, the Company converted 4,596 shares of Series I Stock to 22,981,670 shares of its common stock.

There were various related party debt convertible notes that occurred during 2024 and 2023 (see “Note 7. Convertible Note Payable – Related Parties” for more information).

10.

Stockholders’ Equity

Common Stock Transactions – Fiscal 2025

On October 14, 2024, the Company converted 4,596 shares of Series I Stock to 22,981,670 shares of its common stock.

Common Stock Transactions – Fiscal 2024

In July 2023, the Company issued 500,000 shares of common stock in connection with a fee for a third-party loan in the amount of 1,200,000. The company ascribed $60,000 to those shares recorded as a debt discount. The Company issued these shares of common stock pursuant to the exemption from registration provided by Section 4(a)(2) of the Act in that such issuance did not constitute a public offering.

In July 2023, the Company issued 109,637 shares of common stock pursuant to the Stock Purchase Agreement with Prakat Solutions Inc. for $14,413. This issuance was a follow on with certain legacy stockholders of Prakat to the 2020 purchase by the Company of 72% of Prakat. The Company issued these shares of common stock pursuant to the exemption from registration provided by Section 4(a)(2) of the Act in that such issuance did not constitute a public offering.

In July and October 2023, the Company issued a total of 1,000,000 shares of common stock related to earn-out payments in the acquisition of Genefic Specialty Pharmacy. The company ascribed $106,250 to those shares recorded at the value of the shares upon issuance. The Company issued these shares of common stock pursuant to the exemption from registration provided by Section 4(a)(2) of the Act in that such issuance did not constitute a public offering.

In October 2023 the company issued 500,000 shares of common stock pursuant to a loan agreement for $173,000. The Company issued these shares of common stock pursuant to the exemption from registration provided by Section 4(a)(2) of the Act in that such issuance did not constitute a public offering.

In December 2023 and April 2024, the Company issued a total of 1,000,002 shares of common stock related to the acquisition of DepTec (SSCe) for $200,947. The Company issued these shares of common stock pursuant to the exemption from registration provided by Section 4(a)(2) of the Act in that such issuance did not constitute a public offering.

In February 2024, the Company issued 4,666,665 shares of common stock related to a Company conducted private placement for aggregate proceeds of $604,001, or $0.13 per share. The Company used the proceeds for operating capital. The Company issued these shares of common stock pursuant to the exemption from registration abiding by Rule 506 under Regulation D.

In February 2024, the Company issued 1,200,000 shares of common stock pursuant to consulting agreements resulting in $241,200 in consultancy fees. The Company issued these shares of common stock pursuant to the exemption from registration provided by Section 4(a)(2) of the Act in that such issuance did not constitute a public offering.

11.

Stock-Based Compensation

Dalrada Financial Corp 2020 Stock Compensation Plan

On July 9, 2020, the Board authorized the Dalrada Financial Corp 2020 Stock Compensation Plan to be used to compensate the company board of directors. The plan allocates the issuance of up to 3,500,000 shares. On February 25, 2021, the Company amended the plan to issue up to 4,500,000 shares and issued an aggregate of 4,500,000 common shares, or 500,000 shares to each board member (9). 3,500,000 shares of common stock were granted on July 9, 2020, at $0.08 per share and 1,000,000 shares of common stock were granted on February 25, 2021, at $0.45 per share, for a total fair value of $730,000, which is included in the consolidated statements of operations.

On November 10, 2021, the Company cancelled 6,500,000 shares issued to the Board of Directors and issued 6,500,000 cashless warrants. 4,500,000 cashless warrants were to vest immediately, and 2,000,000 cashless warrants were to vest over a 12-month period. All cashless warrants carry a $0.45 exercise price and a ten-year term. The Company recorded stock-based compensation related to the 6,500,000 shares in prior periods. The issuance of the warrants was treated as a modification and, as a result of the value of the stock-based compensation of the shares cancelled being greater than the stock-based compensation related to the cashless warrants issued, no additional stock-based compensation expense was recorded for the year ended June 30, 2022.

On November 30, 2021, the Company issued 2,275,000 cashless warrants to employees and consultants for services performed. 825,000 cashless warrants vested immediately and 1,450,000 cashless warrants vests over a 36-month period. The cashless warrants include an exercise price of $0.45 per share. The cashless warrants expire in ten years after issuance. The fair value of the cashless warrants granted was $0.73 per share, or $1,651,093 which was calculated using the Black-Scholes model.

On February 16, 2022, the Company issued 2,250,000 cashless warrants to new members of the Board of Directors. The cashless warrants vest over a 12-month period and hold an exercise price of $0.45 per share. The cashless warrants expire in ten years after issuance. The fair value of the cashless warrants granted was $0.59 per share, or $1,338,644 which was calculated using the Black-Scholes model.

On August 11, 2022, the Company issued 2,200,000 cashless warrants to new members of the Board of Directors and Advisors. 1,500,000 cashless warrants vest over a 12-month period and hold an exercise price of $0.45 per share. 450,000 cashless warrants vest over a 12-month period and hold an exercise price of $0.41 per share. 250,000 cashless warrants vest over a 12-month period beginning April 8, 2023 and hold an exercise price of $0.45 per share. The cashless warrants expire in ten years after issuance. The fair value of the cashless warrants granted was $0.18 per share, or $397,890 which was calculated using the Black-Scholes model.

On October 7, 2022, the Company issued 3,000,000 cashless warrants to the selling shareholder of Bothof in connection with acquisition of Bothof. The warrants vest over a 24-month period and hold an exercise price of $0.15 per share. The cashless warrants expire in ten years after issuance. The fair value of the cashless warrants granted was $1.26 per share, or $5,101,223 which was calculated using the Fair Value method. The cashless warrants are contingent on the selling shareholder’s continued employment with the Company; therefore, it is treated as stock-based compensation expense and recognized ratably over a 24-month period.

On March 1, 2023, the Company issued 1,000,000 cashless warrants to the selling shareholders of Dalrada Technology Ltd with the acquisition of Dalrada Technology Ltd. The warrants vest over a 36-month period and hold an exercise price of $0.10 per share. The cashless warrants expire in ten years after issuance. The fair value of the cashless warrants granted was $0.07 per share, or $68,975, which was calculated using the Fair Value method.

On April 14, 2023, the Company authorized and issued 26,638,500 cashless warrants to various officers, employees, and consultants of the Company. A total of 5,575,000 cashless warrants vest over a 36-month period and hold an exercise price of $0.45 per share. A total of 3,600,000 cashless warrants vest over a 24-month period and hold an exercise price of $0.45 per share. A total of 5,000,000 cashless warrants vest over a 36-month period and hold an exercise price of $0.33 per share. A total of 1,300,000 cashless warrants vest over a 12-month period and hold an exercise price of $0.20 per share. A total of 500,000 cashless warrants vest over a 12-month period and hold an exercise price of $0.12 per share. A total of 250,000 cashless warrants vest over a 12-month period and hold an exercise price of $0.45 per share. A total of 20,000 cashless warrants vest over a 12-month period and hold an exercise price of $0.09 per share. A total of 6,200,000 cashless warrants vest over a 36-month period and hold an exercise price of $0.16 per share. A total of 2,250,000 cashless warrants vest over a 36-month period and hold an exercise price of $0.25 per share. A total of 1,143,500 cashless warrants vest over a 36-month period and hold an exercise price of $0.08 per share. The remaining 800,000 cashless warrants vest over a 24-month period and hold an exercise price of $0.14 per share. The cashless warrants expire in ten years after issuance. The fair value of the cashless warrants granted was $0.08 per share, or $2,143,402, which was calculated using the Black-Scholes model.

On May 25, 2023, the Company authorized and issued 587,634 cashless warrants to various employees of the Company. A total of 537,634 cashless warrants vest over a 36-month period and hold an exercise price of $0.45 per share, and the remaining 50,000 cashless warrants vest over a 36-month period and hold an exercise price of $0.08 per share. The cashless warrants expire in ten years after issuance. The fair value of the cashless warrants granted was $0.10 per share, or $47,408, which was calculated using the Black-Scholes model.

On September 6, 2023, the Company authorized and issued 15,861,000 cashless warrants to various officers, employees, and consultants of the Company. A total of 6,000,000 cashless warrants vest over a 24-month period and hold an exercise price of $0.10 per share. A total of 4,200,000 cashless warrants vest over a 36-month period and hold an exercise price of $0.12 per share. A total of 5,161,000 cashless warrants vest over a 36-month period and hold an exercise price of $0.17 per share. A total of 500,000 cashless warrants vest over a 36-month period and hold an exercise price of $0.12 per share. The cashless warrants expire in ten years after issuance. The fair value of the cashless warrants granted was $0.08 per share, or $2,064,699, which was calculated using the Black-Scholes model.

On December 14, 2023, the Company authorized and issued 250,000 cashless warrants to various employees of the Company. All 250,000 cashless warrants vest over a 36-month period and hold an exercise price of $0.17 per share. The cashless warrants expire in ten years after issuance. The fair value of the cashless warrants granted was $0.17 per share, or $42,056, which was calculated using the Black-Scholes model.

On January 30, 2024, the Company authorized and issued 5,455,000 cashless warrants to various employees and consultants of the company. A total of 580,000 cashless warrants vest over a 36-month period and hold an exercise price of $0.20 per share. A total of 1,875,000 cashless warrants vest immediately and hold an exercise price of $0.12 per share. A total of 3,000,000 cashless warrants vest immediately and hold an exercise price of $0.20 per share.

Weighted

Common

Weighted

Average

Stock

Average

Remaining

Warrants

Exercise Price

Contractual Life

Outstanding - June 30, 2023

45,451,134

–

8.82

Granted

21,566,000

0.29

Exercised

–

Forfeited

(12,902,355

)

–

Outstanding - June 30, 2024

54,114,779

0.33

8.83

Granted

–

Exercised

–

Forfeited

–

Outstanding - December 31, 2024

54,114,779

0.26

7.77

Exercisable - December 31, 2024

45,298,054

0.28

7.66

The Company recorded stock-based compensation of $379,083 and $1,018,827 for the three months ended December 31, 2024 and 2023, and $1,383,026 and $ 2,128,469 for the six months ended December 31, 2024 and 2023, respectively. Total unrecognized compensation cost of non-vested options was $1,001,698 on December 31, 2024, which will be recognized through fiscal year ending June 30, 2027.

12.

Segment Reporting

Segment information for the three and six months ended December 31, 2024, and 2023 is as follows:

Schedule of segment information
	Three Months Ended December 31, 2024
	Genefic			Dalrada Climate Technology			Dalrada Precision Manufacturing			Dalrada Technologies			Corporate			Consolidated
Revenues	$	1,739,251		$	1,071,890		$	21,534		$	282,183		$	–		$	3,114,858
Income (Loss) from Operations	$	(1,961,472	)	$	(579,665	)	$	(433,045	)	$	(122,722	)	$	(1,956,501	)	$	(5,053,405	)


	Three Months Ended December 31, 2023
	Genefic			Dalrada Climate Technology			Dalrada Precision Manufacturing			Dalrada Technologies			Corporate			Consolidated
Revenues	$	2,831,349		$	640,051		$	592,035		$	293,881		$	–		$	4,357,316
Income (Loss) from Operations	$	(1,207,655	)	$	(1,123,673	)	$	(616,415	)	$	(77,565	)	$	(2,756,462	)	$	(5,781,770	)


	Six Months Ended December 31, 2024
	Genefic			Dalrada Climate Technology			Dalrada Precision Manufacturing			Dalrada Technologies			Corporate			Consolidated
Revenues	$	6,203,531		$	1,971,522		$	252,609		$	717,851		$	–		$	9,145,513
Income (Loss) from Operations	$	(3,408,483	)	$	(1,903,104	)	$	(681,696	)	$	(46,396	)	$	(4,735,800	)	$	(10,775,479	)


	Six Months Ended December 31, 2023
	Genefic			Dalrada Climate Technology			Dalrada Precision Manufacturing			Dalrada Technologies			Corporate			Consolidated
Revenues	$	4,683,496		$	1,853,395		$	2,134,624		$	703,881		$	–		$	9,375,396
Income (Loss) from Operations	$	(2,438,729	)	$	(2,384,935	)	$	(302,425	)	$	(106,330	)	$	(5,621,147	)	$	(10,853,566	)

Geographic Information

The following table presents revenue by country:

Schedule of revenue by country
	Six Months Ended
	December 31,
	2024		2023
United States	$	8,108,984	$	7,723,932
Scotland		197,477		1,103,441
Spain		412,244		44,349
India		426,808		548,023
	$	9,145,513	$	9,375,396

The following table presents inventories by country:

Schedule of inventories by country
	December 31,		June 30,
	2024		2024
United States	$	199,119	$	544,334
Scotland		2,427,664		2,103,318
	$	2,626,783	$	2,647,652

The following table presents property and equipment, net, by country:


	December 31,		June 30,
	2024		2024
United States	$	1,318,688	$	1,277,282
Scotland		96,366		121,180
Spain		43,350		48,121
India		4,744		5,699
	$	1,463,148	$	1,452,282

13.

Commitments and Contingencies

Lease Commitments

Right of Use Assets and Liabilities

In August 2024, the Company entered into a two-year and eight-month operating lease agreement to lease manufacturing and office space in Portland, Oregon related to the deposition technology business. The Company recognized a right-of-use asset and lease liability of $211,629 and used an effective borrowing rate of 8.0% within the calculation. Imputed interest is $9,483. The lease agreement matures in April 2027.

In October 2024, Grand Entrances assigned its lease to Bothof Brothers. The lease is ten-year and one-month operating lease for retail showroom and warehouse space in San Diego, California. The Company recognized a right-of-use asset and lease liability of $953,329 and used an effective borrowing rate of 8.0% within the calculation. Imputed interest is $263,371. The lease agreement matures in June 2030.

The following are the expected maturities of lease liabilities for operating leases as of December 31, 2024, including the total amount of imputed interested related:

Schedule of minimum lease payments
Fiscal Year Ended June 30,
Remaining 2025	$	894,247
2026		1,645,420
2027		1,505,452
2028		644,666
Thereafter		493,636
Total lease payments		5,183,421
Less: imputed interest		(504,873	)
Present value of lease liabilities	$	4,678,548

Other information related to operating leases as of December 31 and June 30, 2024, respectively, were as follows:

Schedule of lease information
	December 31, 2024		June 30, 2024
Weighted average remaining lease term - years		3.15		3.10
Weighted average discount rate		7.13%		6.87%

Legal Proceedings

Genefic Products (“Dalrada Health”), a subsidiary of Dalrada Financial Corporation, formed a joint venture with Vivera Pharmaceuticals, Inc. (“Vivera”), whereby Vivera is the minority member. As the managing member of the joint venture, Genefic Products, in December 2021, filed suit against Vivera and Paul Edalat, Vivera’s Chairman and CEO, for misappropriation of funds on behalf of the joint venture in the amount of $2,104,509. In addition to filing a cross-complaint against Genefic Products, Vivera filed a separate complaint against Dalrada Financial Corporation, Empower Genomics (a subsidiary of Dalrada Financial Corporation), Dalrada Financial Corporation’s officers, and other unrelated parties. The proceedings are being held at the Superior Court of the State of California, for the County of Orange – Central Justice Center. On January 13, 2025 this, and all related cross-complaints were dismissed by order of the Orange County, California Superior Court.

In September 2023, Kroger Specialty Pharmacy LLC (“Kroger”) filed lawsuits/preliminary injunctions against Genefic Specialty Pharmacy and two of its employees who were former employees of Kroger. The lawsuits were filed in Tennessee and Alabama, respectively. The basis for the injunction arose from a non-compete clause in the contract between the two employees and a company which was later acquired by Kroger. In April 2024, the Court in the Tennessee case granted the preliminary injunction on the Tennessee employee, which is due to expire in April 2025. The case against the Tennessee employee is under appeal. No injunction has yet been issued against the Alabama employee. On March 19, 2025 both cases were settled and subsequently dismissed.

In September 2023, Asset Group, Inc. (“Asset”) filed a breach of contract with Dalrada Health Products (“DHP”) in the Superior Court of San Diego. The case arises out of a Purchase Order wherein Asset agreed to pay DHP the sum of $3,240,000 for the purchase of 1,800,000 IRIS Ear Loop Face Masks during the COVID-19 pandemic. Asset filed a complaint alleging DHP did not have authority to sell the masks. However, DHP have provided their counsel with proof of authority and are preparing a Cross-Complaint for Asset’s material breach of the contract. This matter is currently set for trial January 31, 2025. On January 15, 2025 DHP filed a cross-complaint against Asset Group and Dimco Holdings for tortious interference with contractual business relations. DHP contends that Asset and Dimco owe DHP the profits it would have made ($3,240,000) had Dimco not interfered with the sale. A jury trial is now scheduled for September 19, 2025. Discovery is currently ongoing.

In March 2024, MDIQ filed a breach of contract with Dalrada Financial Corporation (“DFCO”) in Collin County Texas Superior Court. MDIQ was hired to process insurance claims for COVID-19 testing performed by Empower Genomics. MDIQ failed to perform yet filed a civil collection case against DFCO for failure to pay the invoices. DFCO is now in the process of counter suing for approximately $2,000,000 of unpaid claims that we would have benefitted from had MDIQ performed according to the contract. No trial date has been set in this matter and the parties are in the process of conducting discovery.

A former consultant, Simon Gray, and distribution representative, DePrey Company, acted in concert with supplier Zhongshan Mide Hardware Products Co., Ltd. (“Mide”) to steal Fastenal Company purchase orders and effectively try to cut Dalrada Manufacturing out of its contractual relationship. DFCO has filed a lawsuit against DePrey Company and Simon Gray in July for a breach of contract and intentional interference with contractual relationships in the California Southern District Court. No trial date has been set in this matter and the parties are in the process of conducting discovery.

In June 2024, DFCO filed a case in the California Southern District Court alleging, among other causes of action, fraud, breach of contract, unjust enrichment following DFCO purchasing Likido company from Stuart Cox and his failure to disclose pertinent financial liabilities he had incurred prior to the sale of the company to DFCO. Mr. Cox resides in the Philippines and service of the summons and complaint is pending. Mr. Cox was served with the summons and complaint. Both parties are in the midst of settlement negotiations.

On November 19, 2024, DFCO filed a lawsuit in the Southern Calif. District Court against William Bonar, Samantha and Ian MacKenzie, Jillian Hughes and Marion Bonar (“Defendants”) alleging numerous causes of action, including but not limited to fraud, tortious interference with contractual relations, and misappropriation of trade secrets. The Defendants were employed by or were directors of DFCO’s UK subsidiaries located in Scotland and England. No trial date has been set and DFCO is in the process of conducting discovery.

On November 27, 2024, FFF Enterprises filed a lawsuit against Genefic, Inc. and DFCO as an alleged breach of a service agreement with a demand for $564,743.48. Genefic/DFCO has filed a motion to dismiss DFCO as a defendant because they were never a party to the agreement and filed an Answer on behalf of Genefic. There is currently no trial date set and Genefic is in the process of settlement negotiations.

On June 20, 2024, a former employee filed a complaint alleging numerous labor law violations after being laid off along with several other employees. A jury trial has been scheduled for October 10, 2025. DFCO is in the process of conducting in depth discovery in this matter.

On March 27, 2025, Lamie RB Investments, LLC filed a suit for breach of a lease contract with Genefic, Inc. Lamie RB Investments, LLC is seeking damages in the amount equal to the term of the lease. Genefic, Inc. has filed a motion to dismiss on the grounds that Plaintiff failed to mitigate their damages.

14.

Subsequent Events

On February 25, 2025, the Company entered into a Loan and Security Agreement with Nautilus Funding Solutions, LLC – Series XIII (“NFS XIII”) whereby the Company can borrow 80% of the estimated accounts receivable at 2.1% interest per month. The maximum amount of drawdown is $1,500,000 for a 12-month term and includes a 1-year renewal term. On February 28, 2025, the Company drew down $1,170,00 on the Loan and Security Agreement.

On June 13, 2025, the Company entered into a Loan Agreement with NFS XIII and AMS Capital Solutions, LLC (collectively, the “Parties”) for a total loan amount of $600,000, including $100,000 in cashless roll-over from a prior loan between Parties and $500,000 of new loan proceeds. The loan includes a maturity date of June 14, 2026, with a 30-day call notice for the return of principal any time before the maturity date. The loan carries an interest rate of 2% per month with a maximum annual interest of $144,000. On June 16, 2025, the Company drew down $500,000 on the Loan Agreement.

On July 7, 2025, the Company filed a lawsuit against Wells Fargo for having released the Pala funds while the account was frozen for litigation. The lawsuit is a civil case filed in San Diego Superior Court.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations of Dalrada Financial Corporation for the Three and six months ended December 31, 2024, and 2023.

You should read the following discussion and analysis in conjunction with our financial statements, including the notes thereto, included in this Report. Some of the information contained in this Report may contain forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1933, as amended (the “Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance, or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by the use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that the projections included in these forward-looking statements will come to pass. Our actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. We undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

Our net loss and limited working capital raise substantial doubt about our ability to continue as a going concern. We incurred a net loss of $6,747,163 and $13,546,077 during the three and six months ended December 31, 2024, respectively. We will be required to raise substantial capital to fund our capital expenditures, working capital, and other cash requirements. We will continue to rely on related parties and seek other financing to complete our business plans. The successful outcome of future financing activities cannot be determined at this time and there are no assurances that, if achieved, we will have sufficient funds to execute our intended business plan or generate positive operational results.

In addition to our current deficit, we may incur additional losses during the foreseeable future, until we are able to successfully execute our business plan. There is no assurance that we will be able to obtain additional financing through private placements and/or public offerings necessary to support our working capital requirements. To the extent that funds generated from any private placements and/or public offerings are insufficient, we will have to raise additional working capital through other sources, such as bank loans and/or financings. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms.

We are incurring increased costs as a result of being a publicly traded company. As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the Securities and Exchange Commission, have required changes in corporate governance practices of public companies. These new rules and regulations have increased our legal and financial compliance costs and have made some activities more time-consuming and costly. For example, as a result of becoming a public company, we have created additional board committees and have adopted policies regarding internal controls and disclosure controls and procedures. In addition, we have incurred additional costs associated with our public company reporting requirements. As a result of the new rules, it may become more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as executive officers. We cannot predict or estimate the amount of additional costs we may incur as a result of being a public company or the timing of such costs.

RESULTS OF OPERATIONS

Three Months Ended December 31, 2024 and 2023

The following table sets forth the results of our operations for the three months ended December 31, 2024 and 2023:

	Three Months Ended December 31, 2024
	Genefic			Dalrada Climate Technology			Dalrada Precision Manufacturing			Dalrada Technologies			Corporate			Consolidated
Revenues	$	1,739,251		$	1,071,890		$	21,534		$	282,183		$	–		$	3,114,858
Income (Loss) from Operations	$	(1,961,472	)	$	(579,665	)	$	(433,045	)	$	(122,722	)	$	(1,956,501	)	$	(5,053,405	)

	Three Months Ended December 31, 2023
	Genefic			Dalrada Climate Technology			Dalrada Precision Manufacturing			Dalrada Technologies			Corporate			Consolidated
Revenues	$	2,831,349		$	640,051		$	592,035		$	293,881		$	–		$	4,357,316
Income (Loss) from Operations	$	(1,207,655	)	$	(1,123,673	)	$	(616,415	)	$	(77,565	)	$	(2,756,462	)	$	(5,781,770	)

Revenues and Cost of Revenues

Revenues

Genefic:

Revenues for the three months ended December 31, 2024, was $1,739,251 compared with revenue of $2,831,349 during the three months ended December 31, 2023, a decrease of 38.6%. The decrease in revenues was primarily attributable to limited working capital to continue revenue growth and a shift in the sales pipelines of Genefic Specialty Pharmacy.

Dalrada Climate Technology:

Revenues for the three months ended December 31, 2024, was $1,071,890 compared with revenue of $640,051 during the three months ended December 31, 2023, an increase of $431,839, or 67.5%. The increase is due to an increase in residential development opportunities for Bothof Brothers Construction.

Dalrada Precision Manufacturing:

Revenues for the three months ended December 31, 2024, was $21,534 compared with revenue of $592,035 during the three months ended December 31, 2023, a decrease of 570,501, or 96.4%. The decrease in revenue is primarily attributable to finalizing projects by Deposition Technology and the decreased sales activity in Dalrada Precision Parts.

Dalrada Technologies:

Revenues for the three months ended December 31, 2024, was $282,183 compared with revenue of $293,881 during the three months ended December 31, 2023, a decrease of $11,698, or 4.0%. The decrease in revenue was a result of completing customer contracts.

Costs and Expenses

Cost of Revenues

Genefic:

Cost of Revenues for the three months ended December 31, 2024, was $1,494,316 compared to cost of revenues of $2,294,504 during the three months ended December 31, 2023, an increase of $800,188, or 34.9%. The decrease in cost of revenues was primarily a result of limited working capital to continue revenue growth and a shift in the sales pipelines of Genefic Specialty Pharmacy.

Dalrada Climate Technology:

Cost of Revenues for the three months ended December 31, 2024, was $544,745, compared to cost of revenues of $947,116 during the three months ended December 31, 2023. The decrease in cost of revenue was a result of cost of goods variances across the multiple subsidiaries within the Dalrada Climate Technology segment.

Dalrada Precision Manufacturing:

Cost of Revenues for the three months ended December 31, 2024, was $25,712 compared to cost of revenues of $624,157 during the three months ended December 31, 2023, a decrease of $598,445, or 95.9%. The decrease in revenue is primarily attributable to finalizing projects by Deposition Technology and the decreased sales in Dalrada Precision Parts.

Dalrada Technologies:

Cost of Revenues for the three months ended December 31, 2024, was $205,443 compared to cost of revenues of $210,225 during the three months ended December 31, 2023, a decrease of $4,782 or 2.3%. The decrease in cost of revenues was primarily a result of a slight decrease in sales volume for the period.

Operating Expenses

Genefic:

Operating expenses for the three months ended December 31, 2024, was $2,206,407 compared to operating expenses of $1,744,500 during the three months ended December 31, 2023, an increase of $461,907 or 26.5%. The increase in operating expenses was the result of increased activity in the pharmacies as well as additional audit and consulting-related expenses related to a potential acquisition

Dalrada Climate Technology:

Operating expenses for the three months ended December 31, 2024, was $1,106,810 compared to operating expenses of $980,958 during the three months ended December 31, 2023, an increase of $125,852, or 12.8%. The increase in operating expenses was a result of an increase of activity in Bothof Brothers Construction and Dalrada Technology Spain.

Dalrada Precision Manufacturing:

Operating expenses for the three months ended December 31, 2024 was $428,867 compared to operating expenses of $584,293 during the three months ended December 31, 2023, a decrease of $155,426 or 26.6%. The decrease in operating expenses was a result of a decrease in activity in the Dalrada Precision Manufacturing subsidiaries.

Dalrada Technologies:

Operating expenses for the three months ended December 31, 2024 was $199,462 compared to operating expenses of $161,221 during the three months ended December 31, 2023, a increase of $38,241, or 23.7%. The increase in operating expenses was primarily attributable to the decrease in legal and professional fees.

Corporate:

Operating expenses for the three months ended December 31, 2024 was $2,012,551 compared to operating expenses of $2,756,462 during the three months ended December 31, 2023, a decrease of $743,911, or 27.0%. During the three months ended December 31, 2024 and 2023, the Company recorded stock compensation expense of $379,083 and $1,018,827, respectively, to consultants, employees, executives, and the Board of Directors, which is included in operating expenses.

Other Income (Expense)

Other income (expense) consists of penalties and interest within interest expense on the consolidated statements of operations. Interest expense was $1,033,800 and $213,960 for the three months ended December 31, 2024 and 2023, respectively.

Net Income (Loss)

Net loss for the three months ended December 31, 2043 was $6,747,163 compared to net loss of $6,996,276 for the three months ended December 31, 2023.

Six Months Ended December 31, 2024 and 2023

The following table sets forth the results of our operations for the six months ended December 31, 2024 and 2023:

	Six Months Ended December 31, 2024
	Genefic			Dalrada Climate Technology			Dalrada Precision Manufacturing			Dalrada Technologies			Corporate			Consolidated
Revenues	$	6,203,531		$	1,971,522		$	252,609		$	717,851		$	–		$	9,145,513
Income (Loss) from Operations	$	(3,408,483	)	$	(1,903,104	)	$	(681,696	)	$	(46,396	)	$	(4,735,800	)	$	(10,775,479	)

	Six Months Ended December 31, 2023
	Genefic			Dalrada Climate Technology			Dalrada Precision Manufacturing			Dalrada Technologies			Corporate			Consolidated
Revenues	$	4,683,496		$	1,853,395		$	2,134,624		$	703,881		$	–		$	9,375,396
Income (Loss) from Operations	$	(2,438,729	)	$	(2,384,935	)	$	(302,425	)	$	(106,330	)	$	(5,621,147	)	$	(10,853,566	)

Revenues and Cost of Revenues

Revenues

Genefic:

Revenues for the six months ended December 31, 2024, was $6,203,531 compared with revenue of $4,683,496 during the six months ended December 31, 2023, an increase of 32.5%. The increase in revenues was primarily attributable to sales activity in Q1 2025 and an increase in collections.

Dalrada Climate Technology:

Revenues for the six months ended December 31, 2024, was $1,971,522 compared with revenue of $1,853,395 during the six months ended December 31, 2023, an increase of $118,127, or 6.4%. The increase in revenue was primarily attributable to fiscal year 2025 construction projects for Bothof Brothers Construction.

Dalrada Precision Manufacturing:

Revenues for the six months ended December 31, 2024, was $252,609 compared with revenue of $2,134,624 during the six months ended December 31, 2023, a decrease of $1,882,015, or 88.2%. The decrease in revenues was primarily attributable to Deposition Technology finalizing a number of projects and reduced sales in the Precision Parts subsidiary.

Dalrada Technologies:

Revenues for the six months ended December 31, 2024, was $717,851 compared with revenue of $703,881 during the six months ended December 31, 2023, an increase of $13,970, or 2.0%.

Costs and Expenses

Cost of Revenues

Genefic:

Cost of Revenues for the six months ended December 31, 2024, was $5,279,591 compared to cost of revenues of $4,093,962 during the six months ended December 31, 2023, an increase of $1,185,629, or 29.0%. The increase in cost of revenues was primarily a result of an increase of sales activity for both Genefic Specialty and IV Services pharmacies.

Dalrada Climate Technology:

Cost of Revenues for the six months ended December 31, 2024, was $1,168,159, compared to cost of revenues of $2,081,365 during the six months ended December 31, 2023, a decrease of $913,206, or 43.9%. The decrease in cost of revenues was a result of cost of goods variances across the multiple subsidiaries within the Dalrada Climate Technology segment.

Dalrada Precision Manufacturing:

Cost of Revenues for the six months ended December 31, 2024, was $241,801 compared to cost of revenues of $1,327,540 during the six months ended December 31, 2023, a decrease of $1,085,739, or 81.8%. The decrease in cost of revenue is due to Deposition Technology finalizing a number of projects and reduced sales in the Precision Parts subsidiary.

Dalrada Technologies:

Cost of Revenues for the six months ended December 31, 2024, was $440,910 compared to cost of revenues of $456,007 during the six months ended December 31, 2023, a decrease of $15,097 or 3.3%.

Operating Expenses

Genefic:

Operating expenses for the six months ended December 31, 2024, was $4,332,423 compared to operating expenses of $3,028,263 during the six months ended December 31, 2023, a increase of $1,304,160, or 43.1%. The increase in operating expenses was the result of an increase in sales activity as well as consulting fees spent on a potential acquisition

Dalrada Climate Technology:

Operating expenses for the six months ended December 31, 2024, was $2,706,467 compared to operating expenses of $2,156,965 during the six months ended December 31, 2023, an increase of $549,502, or 25.5%. The increase in operating expenses was a result of an increase of activity in Bothof Brothers Construction and Dalrada Technology Spain.

Dalrada Precision Manufacturing:

Operating expenses for the six months ended December 31, 2024 was $692,504 compared to operating expenses of $1,109,509 during the six months ended December 31, 2023, a decrease of $417,005, or 37.6%. The decrease in operating expenses was a result of overall activity within the segment.

Dalrada Technologies:

Operating expenses for the six months ended December 31, 2024 was $323,337 compared to operating expenses of $354,204 during the six months ended December 31, 2023, a decrease of $30,867, or 8.7%.

Corporate:

Operating expenses for the six months ended December 31, 2024 was $4,784,607 compared to operating expenses of $5,621,147 during the six months ended December 31, 2023, adecrease of 836,540, or 14.9%. During the six months ended December 31, 2024 and 2023, the Company recorded stock compensation expense of 1,383,026 and $2,128,469, respectively, to consultants, employees, executives, and the Board of Directors, which is included in operating expenses.

Other Income (Expense)

Other income (expense) consists of penalties and interest within interest expense on the consolidated statements of operations. Interest expense was $2,099,614 and $327,153 for the six months ended December 31, 2024 and 2023, respectively.

Net Income (Loss)

Net loss for the six months ended December 31, 2024 was $13,546,077 compared to net loss of $11,834,412 for the six months ended December 31, 2023.

Liquidity and Capital Resources

The Company continues to incur significant losses and raises substantial doubt regarding the Company’s ability to continue as a going concern. We anticipate needing additional liquidity during the next twelve months to fund operations, expand our subsidiaries, expand the growth of the pharmacies, continue the commercialization of our DCT heat pump units and expanding Bothof Brothers Construction’s development footprint. Management is planning to support operations by raising capital, and by accelerating sales & marketing efforts of high-margin DCT heat pump units, precision parts, DepTec’s deposition systems and COVID-19 testing. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, its ability to obtain the necessary debt or equity financing and generate profitable operations from the Company’s planned future operations. We will also continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and activities and there are no plans to induce conversion of existing debt. There are no assurances that our plans will be successful. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Our primary sources of liquidity are cash from operations and cash on hand from related party loans. Our primary requirements for liquidity are to fund our working capital needs, debt service, operating lease obligations, capital expenditures and general corporate needs.

As of December 31, 2024, we maintained a cash and cash equivalents balance of $139,756 with a working capital deficit of $13,331,247. The working capital deficit is primarily due to the related party accounts payable and related party notes.

Working Capital

As of December 31, 2024, the Company had current assets of $6,286,212 and current liabilities $19,617,459 compared with current assets of $8,605,651 and current liabilities of $15,690,957 on June 30, 2024. The decrease in the working capital was primarily a result of increased accounts payable to fund payroll and pay outstanding vendors as well an increase in related party notes.

Cash Flows

	Six Months Ended
	December 31,
	2024			2023
Net cash used in operating activities	$	(4,433,602	)	$	(3,476,354	)
Net cash used in investing activities		(457,285	)		(299,355	)
Net cash provided by financing activities		4,479,062			3,515,159
Net change in cash during the period, before effects of foreign currency	$	(411,825	)	$	(260,550	)

Cash flow from Operating Activities

During the six months ended December 31, 2024, the Company used $4,433,602 of cash for operating activities compared to $3,476,354 used during the six months ended December 31, 2023. The primary increase in the use of cash for operating activities was a result of the increase in accounts receivable related to the pharmacy businesses.

Cash flow from Investing Activities

During the six months ended December 31, 2024, the Company used $457,285 of cash for investing activities compared to $299,355 used during the six months ended December 31, 2023. The increase in the use of cash for investing activities was primarily due to the purchase of the Grand Entrances business.

Cash flow from Financing Activities

During the six months ended December 31, 2024, the Company received $4,479,062 in cash from financing activities compared to $3,515,159 during the six months ended December 31, 2023. The increase was primarily due to the an increase in proceeds from related party notes payable.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, and related party transactions.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in note (1) of the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes for the reporting period. Significant areas requiring the use of management estimates relate to the valuation of its mineral leases and claims and our ability to obtain final government permission to complete the project. As of December 31, 2024 there have been no material changes to our critical accounting policies and estimates from those previously disclosed in our Annual Report on Form 10-K for the year ended June 30, 2024.

Stock-Based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

Recently Issued Accounting Pronouncements

We have reviewed all recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

Contractual Obligations

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable to smaller reporting companies.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q (the "Evaluation Date"), concluded that as of the Evaluation Date, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.

(b) Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Internal Controls

Disclosure controls and procedures, no matter how well designed and implemented, can provide only reasonable assurance of achieving an entity's disclosure objectives. The likelihood of achieving such objectives is affected by limitations inherent in disclosure controls and procedures. These include the fact that human judgment in decision-making can be faulty and that breakdowns in internal control can occur because of human failures such as simple errors or mistakes or intentional circumvention of the established process.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13a-15(f). Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission ("2013 COSO Framework").

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

Item 1A. Risk Factors.

Not applicable to smaller reporting entities

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

None.

Item 3. Defaults Upon Senior Securities.

None noted.

Item 4. Mine Safety Disclosures.

Not applicable to our Company.

Item 5. Other Information.

During the quarter ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits.

Exhibit Number		Exhibit Description
31.1		Certification of the Chief Executive Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of the Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of the 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 the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Schema Document
101.CAL*		Inline XBRL Calculation Linkbase Document
101.DEF*		Inline XBRL Definition Linkbase Document
101.LAB*		Inline XBRL Label Linkbase Document
101.PRE*		Inline XBRL Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	Dalrada Financial Corporation

	By: /s/ Brian Bonar
Date: July 21, 2025	Brian Bonar
	Chief Executive Officer

Pursuant to the requirements of the Exchange Act this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Brian Bonar	Chief Executive Officer	July 21, 2025
Brian Bonar	and Director

DALRADA FINANCIAL CORP 10-Q