msn20260331_10k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-K

(Mark One)

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

For the Fiscal Year ended March 31, 2026

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

For the transition period from to

Commission File Number 001-07731

EMERSON RADIO CORP.

(Exact name of registrant as specified in its charter)

Delaware		22-3285224
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

959 Route 46 East, Suite 210, Parsippany, NJ		07054
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

(973) 428-2000

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

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $.01 per share	MSN	NYSE American

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

None.

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

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

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

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

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

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

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

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

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

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

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

Aggregate market value of the voting and non-voting common equity of the registrant held by non-affiliates of the registrant at September 30, 2025 (computed by reference to the last reported sale price of the Common Stock on the NYSE American on such date): $2,551,722.

Number of Common Shares outstanding at June 26, 2026: 21,042,652

DOCUMENTS INCORPORATED BY REFERENCE:

None.

Auditor Firm Id: 606 Auditor Name: Grassi & Co., CPAs, P.C. Auditor Location: Jericho, NY, USA

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TABLE OF CONTENTS

PART I		3

Item 1. BUSINESS		4

Item 1A. RISK FACTORS		8

Item 1B. UNRESOLVED STAFF COMMENTS		19

Item 1C. CYBERSECURITY		19

Item 2. PROPERTIES		19

Item 3. LEGAL PROCEEDINGS		19

Item 4. MINE SAFETY DISCLOSURES		19

PART II		20

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		20

Item 6. [RESERVED]		20

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		20

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		26

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		27

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		47

Item 9A. CONTROLS AND PROCEDURES		47

Item 9B. OTHER INFORMATION		47

Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS		47

PART III		48

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		48

Item 11. EXECUTIVE COMPENSATION		51

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		52

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		52

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES		53

PART IV		54

Item 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES		54

Item 16. FORM 10-K SUMMARY		55

SIGNATURES		56

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PART I

Forward-Looking Information

This report contains forward looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements include statements with respect to the Company’s beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond the Company’s control, and which may cause its actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through the use of words such as “may,” “will,” “can,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “seek,” “estimate,” “continue,” “plan,” “project,” “predict,” “could,” “intend,” “target,” “potential,” and other similar words and expressions of the future. These forward-looking statements may not be realized due to a variety of factors, including, without limitation:

•

the Company’s ability to generate sufficient revenue to achieve and maintain profitability;

•

the Company’s ability to obtain new customers and retain key existing customers, including the Company’s ability to maintain purchase volumes of the Company’s products by its key customers;

•

the Company’s ability to obtain new licensees and distribution relationships and maintain relationships with its existing licensees and distributors;

•

the Company’s ability to resist price increases from its suppliers or pass through such increases to its customers;

•

changes in consumer spending for retail products, such as the Company’s products;

•

the Company’s ability to maintain effective internal controls or compliance by its personnel with such internal controls;

•

the Company’s ability to successfully manage its operating cash flows to fund its operations;

•

the Company’s ability to anticipate market trends, enhance existing products or achieve market acceptance of new products;

•

the Company’s ability to accurately forecast consumer demand and adequately manage inventory;

•

the Company’s dependence on a limited number of suppliers for its components and raw materials;

•

the Company’s dependence on third party manufacturers to manufacture and deliver its products;

•

increases in shipping costs for the Company’s products or other service issues with the Company’s third-party shippers;

•

the Company’s dependence on a third party logistics provider for the storage and distribution of its products in the United States;

•

the ability of third party sales representatives to adequately promote, market and sell the Company’s products;

•

the Company’s ability to maintain, protect and enhance its intellectual property;

•

the effects of competition;

•

the Company’s ability to distribute its products in a timely fashion, including as a result of labor disputes and public health threats and social unrest;

•

evolving cybersecurity threats to the Company’s information technology systems or those of its customers or suppliers;

•

changes in foreign laws and regulations and changes in the political and economic conditions in the foreign countries in which the Company operates;

•

changes in accounting policies, rules and practices;

•

changes in tax rules and regulations or interpretations;

•

changes in U.S. and foreign trade regulations and tariffs, including actual and potential increases of tariffs on goods imported into the U.S., and uncertainty regarding the same;

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•

limited access to financing or increased cost of financing;

•

the effects of currency fluctuations between the U.S. dollar and Chinese renminbi relative to the dollar and increases in costs of production in China; and

•

the other factors listed under “Risk Factors” in this Annual Report on Form 10-K and other filings with the Securities and Exchange Commission ("SEC").

All forward-looking statements are expressly qualified in their entirety by this cautionary notice. The reader is cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this annual report or the date of the document incorporated by reference into this annual report. The Company has no obligation, and expressly disclaims any obligation, to update, revise or correct any of the forward-looking statements, whether as a result of new information, future events or otherwise. The Company has expressed its expectations, beliefs and projections in good faith and the Company believes they have a reasonable basis. However, the Company cannot assure the reader that its expectations, beliefs or projections will result or be achieved or accomplished.

Item 1.

BUSINESS

The Company — Overview

Unless the context otherwise requires, the term “the Company” and “Emerson,” refers to Emerson Radio Corp. and its subsidiaries.

Emerson Radio Corp. was incorporated in Delaware in 1994. The Company designs, sources, imports and markets a variety of houseware and consumer electronic products, and licenses its trademarks to others on a worldwide basis for a variety of products.

General

The Company, directly and through its subsidiaries, designs, sources, imports, markets, sells and licenses to certain licensees a variety of houseware and consumer electronic products, both domestically and internationally, under the Emerson® brand name.

The Company believes its competitive advantages include a combination of:

•

recognition of the Emerson^® brand;

•

the Company’s distribution base and established customer relations;

•

the Company’s sourcing expertise and established vendor relations;

•

an infrastructure with personnel experienced in servicing and providing logistical support to the domestic mass merchant distribution channel, or supervising third-party logistics providers in providing same; and

•

the Company’s extensive experience in establishing license and distribution agreements on a global basis for a variety of products.

The Company intends to continue leveraging its core competencies to offer a variety of current and new houseware and consumer electronic products to customers. In addition, the Company intends to continue entering into licenses for the use of its trade names and trademarks by third parties. See “Licensing Activities.”

The Company’s core business consists of selling, distributing, and licensing various low and moderately priced houseware and consumer electronic products in various categories. All of the Company’s marketing and sales efforts are currently concentrated in the United States.

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Products

The Company’s current product categories, which include licensed products, consist primarily of the following:

Houseware Products	Audio Products	Other

Microwave Ovens	Clock Radios	Televisions

Compact Refrigerators	Bluetooth Speakers	Security Products

Toaster Ovens	Karaoke Machines	Massagers

Heaters and Fans	Wireless Charging

Sales and Distribution

The Company markets its products exclusively in the United States, Canada and Mexico, primarily through mass merchandisers and online marketplaces.

During the fiscal year ended March 31, 2026 (“fiscal 2026”), Amazon.com Inc. ("Amazon") accounted for approximately 42% and Fred Meyer Inc. ("Fred Meyer") accounted for approximately 13% of the Company’s net revenues. During the fiscal year ended March 31, 2025 (“fiscal 2025”), Amazon accounted for approximately 39% and Walmart Inc. ("Walmart") accounted for approximately 31% of the Company’s net revenues. No other customer accounted for more than 10% of net revenues in either period. As a percentage of the Company’s total trade accounts receivable, net of specific reserves, Amazon and Fred Meyer accounted for approximately 64%, and 20%, respectively, as of March 31, 2026. As a percentage of the Company’s total trade accounts receivable, net of specific reserves, Amazon, and Variety Wholesalers, Inc. ("Variety Wholesalers") accounted for approximately 59%, and 19%, respectively, as of March 31, 2025. No other customer accounted for more than 10% of the Company’s total trade accounts receivable, net of specific reserves, as of March 31, 2026 or March 31, 2025. Management believes that a loss, or a significant reduction, of sales to any of its key customers would have a material adverse effect on the Company’s business and results of operations.

Approximately 82% and 52% of the Company’s net revenues for fiscal 2026 and fiscal 2025, respectively, were made through third-party sales representative organizations that receive sales commissions and work in conjunction with the Company’s own sales personnel. With the Company’s permission, third-party sales representative organizations may sell competitive products in addition to the Company’s products. In most instances, either party may terminate a sales representative relationship on 30 days prior notice by the Company and 90 days prior notice by the sales representative organization in accordance with customary industry practice. In fiscal 2026, the Company utilized six sales representative organizations, two of these representative organizations were responsible for approximately 68% of the Company's net revenues, including one which represented approximately 43% and another which represented approximately 25% of its net revenues. In fiscal 2025, the Company utilized five sales representative organizations, two of these representative organizations were responsible for approximately 48% of the Company's net revenues, including one which represented approximately 38% and another which represented approximately 10% of its net revenues. No other sales representative organization accounted for more than 10% of the Company’s net revenues in fiscal 2026 or fiscal 2025. The remainder of the Company’s sales are to customers that are serviced by its sales personnel. The loss or reduction of product sales made through third party sales representative organizations could have a material adverse effect on the Company’s business and results of operations. Finding replacement organizations and distributors could be a time-consuming process during which the Company’s revenues could be negatively impacted.

The Company primarily sells product to customers from its United States warehoused inventory, which is referred to as the “Domestic Program”. Under the Domestic Program, title for product typically passes at the time of shipment. The Company’s direct import program (“Direct Import Program”) allows its customers to import and receive product directly from an export port in the country of manufacture outside the United States. Under the Direct Import Program, title for the Company’s product passes to the custom