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TSS Inc 2026年季度报告

2026-08-14 美股财报 庄晓瑞
报告封面

FORM 10-Q/A (Amendment No. 1)(Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedJune 30, 2026 or ☐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:001-33627 TSS, INC. (Exact name of registrant as specified in its charter) 20-2027651(I.R.S. Employer Identification No.) 78628(Zip Code) (Address of principal executive offices) Registrant’s telephone number, including area code(512)-310-1000 Securities registered pursuant to Section 12(b) of the Exchange Act: Name of Each Exchange on WhichRegisteredNasdaq Capital Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the past 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 each registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer ☐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 forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Number of shares of common stock outstanding as of August 7, 2026:28,219,070 EXPLANATORY NOTE TSS, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to amend the Company’s QuarterlyReport on Form 10-Q for the period ended June 30, 2026, as originally filed with the Securities and Exchange Commission on August13, 2026 (the “Original Filing”). The sole purpose of this Amendment is to complete inline eXtensible Business Reporting Language(iXBRL) tagging that was inadvertently not included in the Original Filing at the time of submission due to a processing error. TheOriginal Filing was accepted by the SEC without submission errors; however, certain required iXBRL tags were incomplete. No changes have been made to the substantive content of the Original Filing, including the financial statements, notes thereto, or anyother disclosures. This Amendment speaks as of the date of the Original Filing, and the Company has not updated the disclosurescontained herein to reflect events that have occurred subsequent to the date of the Original Filing. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment sets forth the complete text of theitems being amended, as well as new certifications by the Company's principal executive officer and principal financial officerpursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as required. TSS, INC. QUARTERLY REPORT ON FORM 10-Q For the Quarterly Period Ended June 30, 2026 “SAFE HARBOR”STATEMENTiiPART I–FINANCIAL INFORMATION1Item 1. Condensed Consolidated Financial Statements1Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations23Item 3.Quantitative and Qualitative Disclosures About Market Risk34Item 4. Controls and Procedures34PART II–OTHER INFORMATION36Item 1.Legal Proceedings36Item1a.Risk Factors36Item 2.Unregistered Sales of Equity Securities and Use of Proceeds36Item 3.Defaults Upon Senior Securities36Item 4.Mine Safety Disclosures36Item 5. Other Information36Item 6. Exhibits37SIGNATURES38 “SAFE HARBOR”STATEMENTUNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 From time to time, we make oral and written statements that may constitute “forward-looking statements” (rather than historical facts)as defined in the Private Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission (the “SEC”) in itsrules, regulations and releases, including Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section21E of the Securities Exchange Act of 1934, as amended (the “Excha