Dalrada Financial Corp. Files 2024 Annual Report

TL;DR

Dalrada Financial Corp. filed its 2024 10-K. Check financials.

AI Summary

Dalrada Financial Corp. filed its annual 10-K report for the fiscal year ended June 30, 2024. The company, formerly known as Imaging Technologies Corp/CA and Personal Computer Products Inc., is incorporated in Wyoming and headquartered in Escondido, California. Its primary business falls under the Services-Help Supply Services SIC code.

Why It Matters

This filing provides a comprehensive overview of Dalrada Financial Corp.'s financial performance and business operations for the fiscal year, offering insights for investors and stakeholders.

Risk Assessment

Risk Level: low — This is a standard annual report filing and does not inherently present new risks.

Key Numbers

• 063024 — Fiscal Year End (Indicates the end of the reporting period for the 10-K.)
• 000-12641 — Commission File Number (Unique identifier for the company's filings with the SEC.)

Key Players & Entities

• DALRADA FINANCIAL CORP (company) — Filer of the 10-K report
• June 30, 2024 (date) — Fiscal year end
• Wyoming (location) — State of incorporation
• 600 La Terraza Blvd., Escondido, California 92025 (address) — Principal executive offices
• IMAGING TECHNOLOGIES CORP/CA (company) — Former company name
• PERSONAL COMPUTER PRODUCTS INC (company) — Former company name

FAQ

Key Financial Figures

• $0.005 — nge on which registered Common Stock, $0.005 par value per share DFCO None Ind
• $17,158,525 — cently completed second fiscal quarter: $17,158,525. As of January 8, 2025, the registrant
• $0 — 3 Research and Development We spent $0 and $120,000 on research and developmen
• $120,000 — earch and Development We spent $0 and $120,000 on research and development activities
• $2,104,509 — f of the joint venture in the amount of $2,104,509. In addition to filing a cross-complain
• $3,240,000 — rein Asset agreed to pay DHP the sum of $3,240,000 for the purchase of 1,800,000 IRIS Ear
• $2,000,000 — cess of counter suing for approximately $2,000,000 of unpaid claims that we would have ben
• $60,000 — ount of 1,200,000. The company ascribed $60,000 to those shares recorded as a debt disc
• $14,413 — greement with Prakat Solutions Inc. for $14,413. This issuance was a follow on with cer
• $106,250 — pecialty Pharmacy. The company ascribed $106,250 to those shares recorded at the value o
• $173,000 — stock pursuant to a loan agreement for $173,000. The Company issued these shares of com
• $200,947 — to the acquisition of DepTec (SSCe) for $200,947. The Company issued these shares of com
• $604,001 — ate placement for aggregate proceeds of $604,001, or $0.13 per share. The Company used t
• $0.13 — for aggregate proceeds of $604,001, or $0.13 per share. The Company used the proceed
• $241,200 — t to consulting agreements resulting in $241,200 in consultancy fees. The Company issued

Filing Documents

• dalrada_i10k-063024.htm (10-K) — 1012KB
• dalrada_ex3101.htm (EX-31.1) — 11KB
• dalrada_ex3201.htm (EX-32.1) — 4KB
• 0001683168-25-000285.txt ( ) — 1028KB

Risk Factors

Risk Factors 4 Item 1B. Unresolved Staff Comments 4 Item 1C. Cybersecurity 4 Item 2. Description of Property 4 Item 3.

Legal Proceedings

Legal Proceedings 5 Item 4. Mine Safety Disclosures 5 PART II Item 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities 6 Item 6.

Selected Financial Data

Selected Financial Data 8 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operation

Management's Discussion and Analysis of Financial Condition and Results of Operation 8 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 18 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 19 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 20 Item 9A.

Controls and Procedures

Controls and Procedures 20 Item 9B. Other Information 21 PART III Item 10. Directors, Executive Officers and Corporate Governance 22 Item 11.

Executive Compensation

Executive Compensation 26 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 29 Item 13. Certain Relationships, Related Transactions and Director Independence 30 Item 14. Principal Accountant Fees and Services 3 1 Item 15. Exhibits and Financial Statement Schedules 3 2

Signatures

Signatures 3 3 i PART I

Description of Business

Item 1. Description of Business Company Overview Moving the world forward takes bold resolve that turns ideas into actions and builds real-time solutions that positively impact people and the planet. Dalrada Financial Corporation ("Dalrada" or the "Company") accelerates positive change for current and future generations by harnessing true potential and developing products and services that become transformative innovations. Dalrada was incorporated in September 1982 under the laws of the State of California. It was reincorporated in May 1983 under the laws of the State of Delaware and reincorporated again on May 5, 2020, under the laws of the state of Wyoming. Dalrada Financial Corporation trades under the symbol, OTC: DFCO. Dalrada has five business divisions: Genefic , Dalrada Climate Technology , Dalrada Precision Manufacturing , Dalrada Technologies and Dalrada Corporate . Within each of these divisions, the Company drives transformative innovation while creating solutions that are sustainable, accessible, and affordable. Dalrada's global solutions directly address climate change, gaps in the health care industry, and technology needs that facilitate a new era of human behavior and interaction and ensure a bright future for the world around us. Genefic Genefic delivers advanced health care solutions with dedicated products, services, and systems. From virus and disease screening capabilities to pharmaceutical goods and holistic wellness clinics, When the world needs advanced health care, Genefic delivers with ingenuity, accessibility, and affordability. This specialized division is committed to developing key health products, lifesaving medications and building comprehensive systems to increase capability, strive to keep people healthy with the goals of improving their quality of life and increasing their longevity– on a global level. Genefic Specialty Pharmacy ("Genefic Pharmacy") - Genefic Pharmacy (formerly Genefic Specialty Pharmacy Rx Solutions) i

Risk Factors

Item 1A. Risk Factors Not applicable to smaller reporting companies.

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments Not applicable to smaller reporting companies.

Cybersecurity

Item 1C. Cybersecurity Risk management and strategy The Information Technology "IT" environment of the Company is critical in efforts to effectively perform day-to-day processes and expand on current opportunities and investments. Our security policies and processes are based on best practices of the industry and are regularly reviewed by our management to ensure the current technological capabilities are maintained. We review System and Organization Controls 1 (SOC 1 Type II) certifications where relevant from third-party partners and service providers as needed. Governance The Board of Directors works directly with, and is in frequent communication with, management and our third-party IT providers to protect the Company's information systems from cybersecurity threats. To date, there have not been any cybersecurity threats that have materially affected the Company.

Description of Property

Item 2. Description of Property We currently lease 110,838 square feet of office, medical, pharmacy and warehouse space in California, Alabama, Texas, Louisiana, Scotland, and India, with leases that expire through 2028. Square Footage Lease Location Type (approximate) Expiration Escondido, California Corporate Headquarters 49,530 6/30/2027 San Diego, California Office 8,228 3/14/2028 Escondido, California Office 2,992 6/30/2027 Chula Vista, California Office, Medical Suite 3,200 11/12/2024 San Diego, California Office, Medical Suite 9,016 8/31/2028 Bengaluru, India Office 3,300 4/1/2026 Coronado, California Office, Medical Suite 462 12/31/2024 Florence, Alabama Pharmacy 1,443 5/31/2025 Livingston, Scotland Office, Warehouse 4,500 8/27/2025 Escondido, California Office 167 12/31/2024 Livingston, Scotland Office, Warehouse 19,000 11/2/2027 Bergondo, Spain Office, Warehouse 9,000 5/31/2028 Metairie, Louisiana Office, Medical Suite 6,468 9/30/2025 4

Legal Proceedings

Item 3. Legal Proceedings Genefic Products ("Dalrada Health"), a subsidiary of Dalrada Financial Corporation, formed a joint venture with Vivera Pharmaceuticals, Inc. ("Vivera"), whereby Vivera is the minority member. As the managing member of the joint venture, Genefic Products, in December 2021, filed suit against Vivera and Paul Edalat, Vivera's Chairman and CEO, for misappropriation of funds on behalf of the joint venture in the amount of $2,104,509. In addition to filing a cross-complaint against Genefic Products, Vivera filed a separate complaint against Dalrada Financial Corporation, Empower Genomics (a subsidiary of Dalrada Financial Corporation), Dalrada Financial Corporation's officers, and other unrelated parties. The proceedings are being held at the Superior Court of the State of California, for the County of Orange – Central Justice Center. In September 2023, Kroger Specialty Pharmacy LLC ("Kroger") filed lawsuits/preliminary injunctions against Genefic Specialty Pharmacy and two of its employees who were former employees of Kroger. The lawsuits were filed in Tennessee and Alabama, respectively. The basis for the injunction arose from a non-compete clause in the contract between the two employees and a company which was later acquired by Kroger. In April 2024, the Court in the Tennessee case granted the preliminary injunction on the Tennessee employee, which is due to expire in April 2025. The case against the Tennessee employee is under appeal. No injunction has yet been issued against the Alabama employee. In September 2023, Asset Group, Inc. ("Asset") filed a breach of contract with Dalrada Health Products ("DHP") in the Superior Court of San Diego. The case arises out of a Purchase Order wherein Asset agreed to pay DHP the sum of $3,240,000 for the purchase of 1,800,000 IRIS Ear Loop Face Masks during the COVID-19 pandemic. Asset filed a complaint alleging DHP did not have authority to sell the masks. However, DHP have provided their counsel wi

Mine Safety Disclosures

Item 4. Mine Safety Disclosures Not applicable to our Company. 5 PART II

Market for Common Equity, Related Stockholder Matters and Small

Item 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities Market Information Our shares of common stock are quoted on the OTC Markets Group's Pink Open Market under the symbol DFCO. Set forth below are high and low bid prices for our common stock for each quarterly period in the two most recent fiscal years. Such quotations reflect inter-dealer prices, without retail mark-up, markdown or commissions and may not necessarily represent actual transactions in the common stock. Period High Low Fiscal 2024 First Quarter ended September 30, 2023 $ 0.2375 $ 0.2100 Second Quarter ended December 31, 2023 $ 0.4600 $ 0.1850 Third Quarter ended March 31, 2024 $ 0.2070 $ 0.1450 Fourth Quarter ended June 30, 2024 $ 0.2325 $ 0.1535 Fiscal 2023 First Quarter ended September 30, 2022 $ 0.3700 $ 0.0900 Second Quarter ended December 31, 2022 $ 0.1700 $ 0.0700 Third Quarter ended March 31, 2023 $ 0.0200 $ 0.0800 Fourth Quarter ended June 30, 2023 $ 0.1900 $ 0.0600 Number of Holders As of January 8, 2025, there were 120,157,113 issued and outstanding shares of common stock held by a total of 605 shareholders of record. Dividends No cash dividends were paid on our shares of common stock during the fiscal years ended June 30, 2024, and 2023. We have not paid any cash dividends since our inception and do not foresee declaring any dividends on our common stock in the foreseeable future. Recent Sales of Unregistered Securities In July 2023, the Company issued 500,000 shares of common stock in connection with a fee for a third-party loan in the amount of 1,200,000. The company ascribed $60,000 to those shares recorded as a debt discount. The Company issued these shares of common stock pursuant to the exemption from registration provided by Section 4(a)(2) of the Act in that such issuance did not constitute a public offering. In July 2023, the Comp

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