VisitIQ Corp. (OTC: VIIQ) updates 10-K certifications only

Rhea-AI Filing Summary

VisitIQ Corp. filed Amendment No. 1 to its annual report for the year ended August 31, 2025. This is an exhibit-only update to replace and correct CEO and CFO certification exhibits required under Sections 302 and 906 of the Sarbanes-Oxley Act.

The company states that no changes are being made to its financial statements or other disclosures, and the amendment does not reflect any events after the original filing. As of April 30, 2026, VisitIQ Corp. had 2,133,236 shares of common stock outstanding, and its CEO, Vernon Hanzlik, signed the amended report.

Key Figures

Non-affiliate market value 2025: $234,000 Non-affiliate market value 2026: $670,000 Share price 2025: $0.35 per share +2 more

5 metrics

Non-affiliate market value 2025 $234,000 Aggregate market value of voting and non-voting stock held by non-affiliates as of February 28, 2025 based on $0.35 share price

Non-affiliate market value 2026 $670,000 Aggregate market value of voting and non-voting stock held by non-affiliates as of February 28, 2026 based on $1.00 share price

Share price 2025 $0.35 per share Closing price of common stock on OTC Markets Pink Sheets as of February 28, 2025

Share price 2026 $1.00 per share Closing price of common stock on OTC Markets Pink Sheets as of February 28, 2026

Shares outstanding 2,133,236 shares Common stock outstanding as of April 30, 2026

Key Terms

aggregate market value, non-affiliates, Section 302 of the Sarbanes-Oxley Act of 2002, Section 906 of the Sarbanes-Oxley Act of 2002, +2 more

6 terms

aggregate market value financial

"The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of February 28, 2025"

Aggregate market value is the combined price you would pay to buy all outstanding shares of a company or all companies in a group at current market prices — essentially the sum of each stock’s market capitalization. It matters to investors because it shows the overall size and weight of an investment or sector (like the total cost to buy every piece of a puzzle), helps compare scale across companies or markets, and influences index composition and risk exposure.

non-affiliates financial

"The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant"

Section 302 of the Sarbanes-Oxley Act of 2002 regulatory

"Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002"

Section 906 of the Sarbanes-Oxley Act of 2002 regulatory

"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"

Original Issue Discount Senior Secured Convertible Promissory Note financial

"Form of Original Issue Discount Senior Secured Convertible Promissory Note"

Revenue Loan and Security Agreement financial

"Revenue Loan and Security Agreement by and among the Company, VisitIQ, LLC, Vernon Hanzlik, and Decathlon Alpha V, L.P."

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

(Mark One)

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

For the fiscal year ended August 31, 2025

OR

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

Commission File Number: 0001-470129 

VisitIQ Corp.

(Exact name of registrant as specified in its charter)

Nevada	86-2465117
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
729 N. Washington Ave., Suite 600,	55401
Minneapolis, Minnesota
(Address of Principal Executive Offices)	(Zip Code)

(763) 200-7994

Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act: None

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

Common stock, par value $0.001 per share

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	☐
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 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 Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of February 28, 2025, the last business day of the registrant's second quarter of fiscal year 2025, based on the closing price of $0.35 for the registrant's common stock, as reported on the OTC Markets Pink Sheets, was approximately $234,000. The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of February 28, 2026, the last business day of the registrant's most recently completed second quarter of fiscal year 2026, based on the closing price of $1.00 for the registrant's common stock, as reported on the OTC Markets Pink Sheets, was approximately $670,000. Shares of common stock beneficially owned by each executive officer, director and holder of more than 10% of the shares of common stock have been excluded in that such persons may be deemed to be affiliates.

As of April 30, 2026, there were 2,133,236 shares of the registrant’s common stock outstanding.

TABLE OF CONTENTS 

PART IV
Item 15.	Exhibits and Financial Statement Schedules		91
Signatures			94

 Explanatory Note

This Amendment No. 1 (“Amendment”) on Form 10-K/A amends the annual report on Form 10-K of VisitIQ Corp. (the “Company”) for the period ended August 31, 2025, as filed with the Securities and Exchange Commission (the “Commission”) on May 20, 2026 (the “Form 10-K”).

This Amendment is an exhibit-only filing solely for the purpose of filing revised Exhibits 31.1, 31.2 and 32.1, and 32.2 to comply with Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, as applicable. No revisions are being made to the Company’s financial statements and this Amendment does not reflect events occurring after the filing of the Form 10-K, or modify or update those disclosures that may be affected by subsequent events, and no other changes are being made to any other disclosure contained in the Form 10-K.

PART IV 

Item 15. Exhibits and Financial Statement Schedules. 

(a) The following documents are filed as part of this report:

(1) Financial Statements.

Our consolidated financial statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report.

(2) Financial Statement Schedules.

All schedules are omitted because they are not applicable or because the required information is shown in the consolidated financial statements and notes.

(3) Exhibits.

Exhibit Index  

Exhibit	Description
3.1	Second Amended and Restated Articles of Incorporation
3.2	Bylaws
3.3	Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (included in Second Amended and Restated Articles of Incorporation)
3.4	Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock
10.1	Security Agreement by and among the Company, VisitIQ, LLC, each subsidiary of the Company and Arena Investors, LP dated October 24, 2024.
10.2	Shareholders’ Agreement by and among the Company, Arena Investors, LP, and certain other shareholders party thereto dated as of November 15, 2024.
10.3++	Exchange Agreement by and among the Company, Arena Investors, LP, and certain other shareholders party thereto dated as of November 15, 2024.
10.4†	Employment Agreement by and between the Company and Vernon Hanzlik, dated March 13, 2025.
10.5	First Amendment to Security Agreement by and among the Company, VisitIQ, LLC a Delaware limited liability company, each subsidiary of the Company and Arena Investors, LP dated April 17, 2025.
10.6†++	Consulting Agreement by and between the Company and Arena Investors, LP dated as of April 17, 2025.
10.7†	2025 Incentive Award Plan.
10.8	Note Purchase Agreement by and among the Company, VisitIQ, LLC, Arena Investors, LP, a Delaware limited partnership, and the other persons party to the agreement as Investors and Arena Investors, LP, a Delaware limited partnership dated as of April 17, 2025.
10.9	Form of Original Issue Discount Senior Secured Convertible Promissory Note.
10.10	Note Purchase Agreement by and among the Company, VisitIQ, LLC, Arena Investors, LP, a Delaware limited partnership and other signatories thereto dated as of November 10, 2025.
10.11	Form of Original Issue Discount Senior Secured Convertible Promissory Note.
10.12	Form of Subscription Agreement for Series C Convertible Preferred Stock of VisitIQ Corp.
10.13++	Revenue Loan and Security Agreement by and among the Company, VisitIQ, LLC, Vernon Hanzlik, and Decathlon Alpha V, L.P., a Delaware limited partnership, dated March 26, 2026.
10.14++	Subordination Agreement by and among the Company, VisitIQ, LLC, Arena Investors, LP, a Delaware limited partnership, and Decathlon Alpha V, L.P., a Delaware limited partnership, dated March 26, 2026.
10.15++	Key Person Agreement by and among the Company, Vernon Hanzlik, VisitIQ, LLC and Decathlon Alpha V, L.P., a Delaware limited partnership.
21.1	List of Subsidiaries
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2	Certification of Chief Financial Officer 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*
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

	*	Filed or furnished electronically herewith, as applicable.
	†	Management compensatory agreement.

++ Schedules omitted pursuant to Item 601(b)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

Item 16. Form 10-K Summary.

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	VisitIQ Corp.
Date: May 26, 2026	By:	/s/ Vernon Hanzlik
		Vernon Hanzlik Chief Executive Officer and Interim Chief Financial Officer, Director

FAQ

What does VisitIQ Corp. (VIIQ) change in this 10-K/A amendment?

VisitIQ Corp. only updates certain certification exhibits in this 10-K/A. The amendment replaces CEO and CFO certifications required under Sarbanes-Oxley Sections 302 and 906, without altering financial statements or other narrative disclosures from the original annual report.

Does VisitIQ Corp. (VIIQ) revise its financial statements in this 10-K/A?

No, VisitIQ Corp. does not revise any financial statements in this amendment. The filing explicitly states that no changes are made to the financials or other disclosures and that it does not reflect events occurring after the original annual report filing date.

How many VisitIQ Corp. (VIIQ) shares were outstanding as of April 30, 2026?

As of April 30, 2026, VisitIQ Corp. had 2,133,236 shares of common stock outstanding. This figure provides investors with a baseline share count near the time of the amendment and relates to the company’s common stock with a par value of $0.001 per share.

What was VisitIQ Corp.’s (VIIQ) aggregate market value of non-affiliate shares in 2026?

As of February 28, 2026, VisitIQ Corp.’s aggregate market value of voting and non-voting stock held by non-affiliates was approximately $670,000, based on a $1.00 per share closing price for its common stock quoted on the OTC Markets Pink Sheets.

How did VisitIQ Corp.’s (VIIQ) non-affiliate market value change from 2025 to 2026?

The aggregate market value of VisitIQ Corp. stock held by non-affiliates was about $234,000 on February 28, 2025 and approximately $670,000 on February 28, 2026, reflecting higher quoted share prices on the OTC Markets Pink Sheets for its common stock.

Which key agreements are listed as exhibits in VisitIQ Corp.’s (VIIQ) 10-K/A?

The exhibit list includes security agreements, note purchase agreements, convertible preferred stock documents, a 2025 Incentive Award Plan, employment and consulting agreements, and a Revenue Loan and Security Agreement, along with updated CEO and CFO Sarbanes-Oxley certification exhibits filed with this amendment.