Driveitaway Holdings (DWAY) amends annual report with going concern risk
Rhea-AI Filing Summary
Driveitaway Holdings, Inc. filed an amended annual report to substitute the correct report of its independent registered public accounting firm for the year ended September 30, 2025. The auditor issued an opinion that the financial statements fairly present the company’s position and results in accordance with U.S. GAAP but highlighted substantial doubt about the company’s ability to continue as a going concern.
As of September 30, 2025, Driveitaway had an accumulated deficit of $10,461,619 and a working capital deficit of $8,988,114, indicating significant financial strain. The audit also identified accounting for warrants issued in connection with notes payable as a critical audit matter, with derivative liabilities of $4,454,765 and deferred financing costs, net of discount, of $11,811 as of that date. Non‑affiliate market value was $871,659 as of March 31, 2025, and there were 121,525,082 common shares outstanding as of January 13, 2026.
Positive
- None.
Negative
- Auditor going concern warning: As of September 30, 2025, Driveitaway had an accumulated deficit of $10,461,619 and a working capital deficit of $8,988,114, leading the auditor to express substantial doubt about its ability to continue as a going concern.
Insights
Auditor flags going concern risk amid large deficits and derivative liabilities.
The amended annual report keeps prior results but replaces the audit firm’s report, which now explicitly notes substantial doubt about Driveitaway Holdings, Inc. continuing as a going concern. As of
The auditor highlights accounting for warrants tied to notes payable as a critical audit matter. These instruments were recorded as a derivative liability of
The going concern language and sizeable derivative balances draw attention to the company’s dependence on future financing or operational improvements. Subsequent filings and financial statements for periods after
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 000-52883
DRIVEITAWAY HOLDINGS, INC.
| Delaware | 20-4456503 |
| (State or other jurisdiction of Identification Number) | (I.R.S. Employer incorporation or organization) |
3201 Market Street, Suite 200/201
Philadelphia, PA 10104 (856) 577-2763
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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 $0.0001 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 Exchange 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 definition 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. ☐
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 common stock held by non-affiliates of the registrant as of March 31, 2025 was $871,659 based on the closing price of $0.02 of the Company’s common stock as quoted on the OTCQB Marketplace on that date.
As of January 13, 2026, there are 121,525,082 shares of common stock of the registrant outstanding.
Documents Incorporated by Reference:
None
| ☐ |
Driveitaway Holdings, Inc.
Explanatory Note
Driveitaway Holdings, Inc. is filing this Amendment No. 1 to its Annual Report on Form 10-K for the year ended September 30, 2025 for purpose of substituting the correct version of the Report of Independent Registered Public Accounting Firm.
Other than as disclosed above and the dating of this Amendment, there are no changes to that Annual Report.
TABLE OF CONTENTS
| Item 8. | Financial Statements and Supplementary Data |
i
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and
Board of Directors of DriveItAway Holdings, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of DriveItAway Holdings, Inc. and Subsidiary (the “Company”) as of September 30, 2025, and September 30, 2024, and the related consolidated statements of operations, change in stockholders’ deficit, and cash flows, for the years ended September 30, 2025, and September 30, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025, and September 30, 2024, and the results of its operations and its cash flows for the two years ended September 30, 2025, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company’s ability to continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, Going Concern, to the financial statements, the Company has an accumulated deficit of $10,461,619 as of September 30, 2025. Additionally, as of September 30, 2025, the Company had a working capital deficit of $8,988,114. These factors raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matter
The critical audit matter communicated below is a matter arising from the current audit of the financial statements that was communicated or required to be communicated to the Board of Directors and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
F-1
An audit of these elements is especially challenging and requires auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skill or knowledge needed.
Accounting for Warrants issued in connection with Notes Payable
As described in Note 8, Derivative Liabilities, the Company issued prefunded warrants for the purchase of the Company’s common stock. The fair market value of the Warrants was recorded as a derivative liability. The assigned value of the Warrants along with loan fees and broker fees was recorded as deferred financing costs and will be recorded as a discount to the note, amortized straight line over the life of the Promissory Note.
The Company determined that this is an asset in accordance with the guidance exception in ASC 470-20-25-2 (the “ASC”) which indicates the ASC does not apply when warrants are issued to obtain a line of credit rather than in connection with the issuance of a debt instrument. Issuing warrants to obtain a line of credit is equivalent to paying a loan commitment or access fee (equivalent to the fair value of the warrant). As such, these costs meet the definition of an asset. This exception applies, even if the line is fully drawn down at inception. The Company recorded deferred financing costs, net of discount of $11,811 and $248,763, derivative liability of $4,454,765 and $1,386,014, and loss from change in fair value of derivative liability of $2,877,466 and $342,751, as of and for the years ended September 30, 2025 and 2024, respectively.
Our audit procedures included, but were not limited to (1) a review of the assumptions by management and the guidance from the ASC (2) the derivative calculations, underlying assumptions to arrive at fair value, initial recognition and subsequent measurement at the balance sheet date, (3) the fair value model employed in the derivative calculations (4) evaluation of whether the note exception from the ASC is applicable in the Company’s case (5) the ability of the Company to realize the asset value and (6) the method of amortization.
We have served as the Company’s auditor since 2024
Houston, Texas
January 13, 2026
PCAOB ID: 6771
F-2
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) Exhibits
INDEX TO EXHIBITS
| Exhibits | Description | ||
| 31.1* | Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
| 31.2* | Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
| 32.1* | Certification of Principal 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 Principal 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). | ||
| 101.INS* | XBRL Instance Document | ||
| 101.SCH* | XBRL Taxonomy Extension Schema Document | ||
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | ||
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | ||
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | ||
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | ||
* Filed herewith.
** Furnished herewith.
Item 16. 10-K Summary
None.
1
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.
| DRIVEITAWAY HOLDINGS, INC. | ||
| Dated: January 14, 2026 | By: | /s/ John Possumato |
| John Possumato, Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Dated: January 14, 2026 | By: | /s/ Steven M. Plumb |
| Steven M. Plumb, Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
Pursuant to the requirements of the Securities Exchange Act, this report has been signed below on the 13th day of January 2026 by the following persons on behalf of the registrant and in the capacities indicated.
| Name | Title | |
| /s/ John Possumato | Director, Chief Executive Officer | |
| John Possumato | ||
| /s/ Steven M. Plumb | Chief Financial Officer | |
| Steven M. Plumb | ||
| /s/Adam Potash | Director, Chief Operating Officer | |
| Adam Potash |
2
FAQ
Why did Driveitaway Holdings (DWAY) file an amended annual report?
What going concern risks does the Driveitaway (DWAY) filing highlight?
How many Driveitaway (DWAY) shares are outstanding and what is its non-affiliate market value?
What critical audit matter did the auditor identify for Driveitaway Holdings (DWAY)?
How does Driveitaway (DWAY) account for warrants linked to its notes payable?
What opinion did the auditor give on Driveitaway Holdings’ 2025 financial statements?
