UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the three months ended: March 31, 2026

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

BUDA JUICE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-43043

46-4069365

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

4030 Black Gold Drive

Dallas, TX 75247

(Address of Principal Executive Offices)

(Former name or former address, if changed since last report)

(214) 308-5003

(Registrant’s telephone number, including area code)

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

Title of Each Class		Trading Symbol		Name of Each Exchange on which registered
Common Stock, par value $0.001		BUDA		NYSE American

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark whether 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 and posted 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 and post 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. (Check one):

Large accelerated filer	☐	Accelerated filer	☐	Emerging Growth Company	☒

Non-accelerated filer	☒	Smaller reporting 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 ☒

As of May 14, 2026, there were 12,566,666 shares of the registrant’s common stock outstanding.

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited):
Condensed Balance Sheets.	F-1
Condensed Statements of Operations.	F-2
Condensed Statements of Stockholders’ and Members’ Equity.	F-3
Condensed Statements of Cash Flows.	F-4
Notes to Condensed Financial Statements.	F-5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	3
Item 3. Quantitative and Qualitative Disclosures about Market Risk.	6
Item 4. Controls and Procedures.	6

PART II – OTHER INFORMATION	7
Item 1. Legal Proceedings.	7
Item 1A. Risk Factors.	7
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	7
Item 3. Defaults upon Senior Securities.	7
Item 4. Mine Safety Disclosures.	7
Item 5. Other Information.	7
Item 6. Exhibits.	7
SIGNATURES	8

	As of March 31, 2026			As of December 31, 2025
	(Unaudited)
ASSETS
Current assets
Cash	$	19,828		$	1,840
Accounts receivable		494			386
Inventory		445			348
Prepaid expenses and other current assets		216			645
Total current assets		20,983			3,219

Property and equipment, net of accumulated depreciation of $2,153 and $2,096, respectively		1,138			976
Operating lease right-of-use asset		739			775
Total assets	$	22,860		$	4,970

LIABILITIES AND STOCKHOLDERS’ AND MEMBERS’ EQUITY
Current liabilities:
Accounts payable	$	623		$	289
Other current liabilities		279			161
Operating lease liability, current portion		139			135
Total current liabilities		1,041			585

Operating lease liability, net of current portion		610			647
Deferred income tax liability		182			-
Total long-term liabilities		792			647
Total liabilities		1,833			1,232
Stockholders’ and Members’ Equity
Members’ equity		-			2,554
Preferred Stock, $0.001 par value; 10,000 shares authorized; 0 shares issued; 0 shares outstanding		-			-
Common stock, $0.001 par value — 90,000 shares authorized; 13,067 shares issued; 12,567 shares outstanding		13			-
Additional paid-in capital		23,192			-
Less: Treasury stock		(3,750	)		-
Retained earnings		1,572			1,184
Total stockholders’ and members’ equity		21,027			3,738
Total liabilities and stockholders’ and members’ equity	$	22,860		$	4,970

	2026		2025
	Three Months Ended March 31
	2026		2025

Net sales	$	3,508	$	2,980
Cost of goods sold		2,122		1,642
Gross profit		1,386		1,338

Operating expenses:
Delivery and handling expense		130		128
Selling, general and administrative expense		663		407
Total operating expenses		793		535

Income from operations		593		803

Other income		17		-
Interest income, net		137		13
Net income before income tax		747		816
Income tax expense		359		9
Net income	$	388	$	807

Net income per share - Basic	$	0.03		-
Weighted average shares outstanding - Basic		12,287		-
Net income per share - Diluted	$	0.03		-
Weighted average shares outstanding - Diluted		12,351		-

			Members’ Equity					Accumulated Income / (Deficit)			Total Members’ Equity
BALANCE – January 1, 2025	-	-		5,505		-	-		(2,349	)		3,156

Net income				-					807			807
Distributions	-	-		(1,438	)	-	-		-			(1,438	)
BALANCE – March 31, 2025	-	-	$	4,067		-	-	$	(1,542	)	$	2,525

	Shares		Amount		Capital			Stock			Income		Equity
	Common Stock				Additional Paid-In			Treasury			Retained		Total Stockholders’
	Shares		Amount		Capital			Stock			Earnings		Equity
BALANCE – January 1, 2026		10,000,000	$	10	$	2,544			-			1,184	$	3,738
Balance		10,000,000	$	10	$	2,544			-			1,184	$	3,738
Issuance of common stock in initial public offering		2,666,667		3		20,813			-			-		20,816
Redemption of common stock in connection with initial public offering		-		-		-			(3,750	)		-		(3,750	)
Issuance of common stock in underwriters’ over-allotment option		399,999		-		3,000			-			-		3,000
Offering costs related to initial public offering and over-allotment, including warrant fair value		-		-		(3,165	)		-			-		(3,165	)
Net income		-		-								388		388
BALANCE – March 31, 2026		13,066,666	$	13	$	23,192		$	(3,750	)	$	1,572	$	21,027
Balance		13,066,666	$	13	$	23,192		$	(3,750	)	$	1,572	$	21,027

	March 31, 2026			March 31, 2025
	Three Months Ended
	March 31, 2026			March 31, 2025
Cash flows from operating activities
Net income	$	388		$	807
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		57			87
Amortization of right to use asset		36			25
Deferred income taxes		182			-

Changes in assets and liabilities:
Accounts receivable		(108	)		(143	)
Inventory		(97	)		55
Prepaid expenses and other current assets		429			(5	)
Accounts payable and other current liabilities		452			107
Payments on operating lease obligations		(34	)		(29	)
Net cash provided by operating activities		1,305			904

Cash flows from investing activities
Capital spending of property and equipment		(218	)		(139	)
Net cash used for investing activities		(218	)		(139	)

Cash flows from financing activities
Proceeds from initial public offering		23,000			-
Payments of underwriting discounts and offering costs		(2,349	)		-
Redemption of common stock		(3,750	)		-
Cash distributed to owners		-			(1,438	)
Net cash provided by (used in) financing activities		16,901			(1,438	)

Net change in cash and cash equivalents		17,988			(673	)
Cash and cash equivalents at beginning of period		1,840			1,889
Cash and cash equivalents at end of period	$	19,828		$	1,215
Supplemental disclosures of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

	●	Financial statements for periods prior to January 1, 2026, reflect the historical results of operations, financial position, and cash flows of the Predecessor company when it operated as a limited liability company. As a limited liability company, it was treated as a partnership for U.S. federal and certain state income tax purposes. Accordingly, the Company was not subject to U.S. federal income taxes during the periods presented prior to January 1, 2026, and no provision for income taxes has been recorded in those periods. Income or loss was includable in the tax returns of the Company’s members based upon their respective ownership interests.
	●	Financial statement for periods on and after January 1, 2026 reflect the results and operations, financial position , and cash flows of the Successor company as a corporation.

	March 31, 2026		March 31, 2025
	For the Three Months Ended
	March 31, 2026		March 31, 2025
	(in thousands)
Numerator:
Net Income	$	388		807
Effective of dilutive securities		-		-
Dilutive net income		388		807

Denominator:
Weighted average common shares outstanding – basic		12,287		-
Dilutive securities (i):		-		-
Warrants		64		-
Restricted stock units		-		-
Weighted average common shares outstanding and assumed conversion - diluted		12,351		-

Basic net income per common share	$	0.03		-

Diluted net income per common share	$	0.03		-


Revenue Source	March 31, 2026		March 31, 2025
	(in thousands)
Branded	$	1,776	$	1,779
Private Label/Other		1,732		1,201
Total Revenue	$	3,508	$	2,980

	March 31, 2026		December 31, 2025
	(in thousands)
Raw materials and packaging	$	445	$	311
Finished goods		-		37
Total inventory	$	445	$	348

	March 31, 2026			December 31, 2025
Weighted-average remaining lease term		52 months			55 months
Weighted-average discount rate		7.60	%		7.60	%

Description	March 31, 2026			December 31, 2025
	(in thousands)
Lease expense	$	95		$	254
ROU asset – gross		833			833
Less: Accumulated amortization		(94	)		(58	)
ROU asset – net	$	739		$	775
Lease liability - current		139			135
Lease liability – non-current		610			647

Year	March 31, 2026			December 31, 2025
	(in thousands)
2026	$	143		$	190
2027		197			197
2028		205			205
2029		213			213
2030		128			128
Total lease payments		886			933
Less: imputed interest		(137	)		(151	)
Present value of lease liability	$	749		$	782

	●	All outstanding membership interests were converted, on an approximately 3.333 to 1 basis, into shares of shares of the Company’s common stock in accordance with the conversion agreement;
	●	Members’ equity of the Predecessor entity was reclassified into common stock and additional paid-in-capital of the Successor corporation;
	●	No consideration was exchanged and no change in the economic interests of the owners occurred as a result of the Conversion

	●	The balance sheet as of December 31, 2025 reflects members’ equity of the limited liability company; and
	●	The balance sheet as of March 31, 2026 reflects stockholders’ equity of the corporation, including common stock, additional paid-in-capital, treasury stock, and retained earnings.

	Three Months Ended March 31,						Change
	2026			2025			Amount			Percentage
	(in thousands)						(in thousands)
Net sales	$	3,508		$	2,980		$	528			17.7	%
Cost of goods sold		2,122			1,642			480			29.3	%
Gross profit	$	1,386		$	1,338		$	47			3.5	%
Operating expenses:
Delivery and handling		130			128			2			1.3	%
Selling, general and administrative		663			407			256			62.9	%
Total operating expenses	$	793		$	535		$	258			48.2	%
Income from operations	$	593		$	803		$	(210	)		-26.2	%
Other income (expense):
Other income		17			-			17			-	%
Interest income / (expense)		137			13			124			956.6	%
Income tax (expense)		(359	)		(9	)		(350	)		97.5	%
Net income	$	388		$	807		$	(419	)		-52.0	%

	Three Months Ended March 31,						Change
	2026			2025			Amount			Percentage
	(in thousands)						(in thousands)
Cash flows provided by (used in)
Operating activities	$	1,305		$	904		$	401			44.3	%
Investing activities		(218	)		(139	)		(79	)		-56.9	%
Financing activities		16,901			(1,438	)		18,339			1275.3	%
Net increase / (decrease) in cash and cash equivalents	$	17,988		$	(673	)	$	18,661			2771.7	%

Exhibit Number		Description of Exhibit
31.1*		Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14a and 15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14a and 15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of 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 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 Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

Date: May 14, 2026	BUDA JUICE, INC.

	By:	/s/ Horatio Lonsdale-Hands
		Horatio Lonsdale-Hands
		Chief Executive Officer and Director

Date: May 14, 2026	BUDA JUICE, INC.

	By:	/s/ Clint Bowers
		Clint Bowers
		Chief Financial Officer

Signature	Capacity	Date

/s/ Horatio Lonsdale- Hands	Chief Executive Officer and Director	May 14, 2026
Horatio Lonsdale-Hands	(Principal Executive Officer)

/s/ Clint Bowers	Chief Financial Officer	May 14, 2026
Clint Bowers	(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Buda Juice Inc.