UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading |
Name of each exchange on which registered |
OTC Pink | ||
OTC Pink |
* Not for trading, but only in connection with the listing and trading of American depositary shares on OTC Pink.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
Item 2.02 Results of Operations and Financial Condition.
Revisions to Prior Period Financial Statements
Subsequent to the filing of the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 with the SEC (the “2023 Form 10-K”), management of Moatable, Inc. (the “Company”) discovered that the sales tax liability was understated as of September 30, 2024 by $3,293 (tax plus interest, all amounts are in thousands), of which $2,358 is related to the prior years of 2021 through 2023, and $935 is related to the nine months period ended September 30, 2024.
In accordance with Staff Accounting Bulletin (“SAB”) No. 99, “Materiality,” and SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the adjustments detailed above, and determined the related impact did not materially misstate its consolidated financial statements as of and for the year ended December 31, 2023 or its condensed consolidated financial statements for the periods ended March 31, 2023, June 30, 2023, September 30, 2023, March 31, 2024, June 30, 2024, and September 30 ,2024.
Although the Company concluded that the misstatement was not material to its previously issued financial statements, the Company has determined it was appropriate to present the impacts to its consolidated financial statements for the year ended December 31, 2023 on a prospective basis to provide appropriate context to stakeholders. Revisions to the Company’s condensed consolidated financial statements for the periods ended March 31, 2023, June 30, 2023, September 30, 2023, March 31, 2024, June 30, 2024, and September 30 ,2024 are tabulated below. Revision to its consolidated financial statements as of and for the year ended December 31, 2023 was included within the comparative consolidated financial statements as of and for the year ended December 31, 2024 contained in the Form 10-K filed with the SEC on April 15, 2025.
The following are the relevant line items from the Company’s condensed consolidated balance sheets and condensed consolidated statements of operations and comprehensive income/loss and cashflows as of and for the periods ended March 31, 2023, June 30, 2023, September 30, 2023, March 31, 2024, June 30, 2024, and September 30 ,2024, which illustrate the effect of the revisions to the periods presented.
The following tables summarize the effect of the revision on each financial statement line item as of the dates indicated (all amounts in thousands):
Adjustment to opening accumulated deficit as of January 1, 2023
As reported | Adjustments | As adjusted | |||||||||||||
Accumulated deficit | $ | (697,299 | ) | $ | (1,268 | ) | $ | (698,567 | ) |
Condensed Consolidated Balance Sheet as of March 31, 2023
As | ||||||||||||
reported | Adjustments | As adjusted | ||||||||||
Accrued expenses and other current liabilities | $ | 11,647 | $ | 1,524 | $ | 13,171 | ||||||
Total current liabilities | 28,820 | 1,524 | 30,344 | |||||||||
TOTAL LIABILITIES | 28,923 | 1,524 | 30,447 | |||||||||
Accumulated deficit | (692,167 | ) | (1,524 | ) | (693,691 | ) | ||||||
Total Moatable, Inc. shareholders’ equity | 86,088 | (1,524 | ) | 84,564 | ||||||||
Total equity | 71,690 | (1,524 | ) | 70,166 |
Condensed Consolidated Statement of Operations and Comprehensive income for the three months ended March 31, 2023
As | ||||||||||||
reported | Adjustments | As adjusted | ||||||||||
Selling and marketing | $ | 4,896 | $ | 256 | $ | 5,152 | ||||||
Total operating expenses | 12,845 | 256 | 13,101 | |||||||||
Loss from operations | (3,419 | ) | (256 | ) | (3,675 | ) | ||||||
Income before provision of income tax and loss in equity method investments and noncontrolling interest, net of tax | 5,190 | (256 | ) | 4,934 | ||||||||
Income before loss in equity method investments and noncontrolling interest, net of tax | 5,190 | (256 | ) | 4,934 | ||||||||
Net income | 5,334 | (256 | ) | 5,078 | ||||||||
Net income attributable to Moatable, Inc. | 5,970 | (256 | ) | 5,714 | ||||||||
Comprehensive income | 5,424 | (256 | ) | 5,168 | ||||||||
Comprehensive income attributable to Moatable, Inc. | 6,055 | (256 | ) | 5,799 | ||||||||
Net income per share attributable to Moatable, Inc. shareholders: | ||||||||||||
Basic | 0.005 | (0.0002 | ) | 0.005 | ||||||||
Diluted | 0.005 | (0.0002 | ) | 0.005 |
Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2023
As | ||||||||||||
reported | Adjustments | As adjusted | ||||||||||
Net income | $ | 5,334 | $ | (256 | ) | $ | 5,078 | |||||
Accrued expenses and other current liabilities | (50 | ) | 256 | 206 |
Condensed Consolidated Balance Sheet as of June 30, 2023
As | ||||||||||||
reported | Adjustments | As adjusted | ||||||||||
Accrued expenses and other current liabilities | $ | 10,210 | $ | 1,796 | $ | 12,006 | ||||||
Total current liabilities | 26,454 | 1,796 | 28,250 | |||||||||
TOTAL LIABILITIES | 26,520 | 1,796 | 28,316 | |||||||||
Accumulated deficit | (707,422 | ) | (1,796 | ) | (709,218 | ) | ||||||
Total Moatable, Inc. shareholders’ equity | 70,916 | (1,796 | ) | 69,120 | ||||||||
Total equity | 56,159 | (1,796 | ) | 54,363 |
Condensed Consolidated Statement of Operations and Comprehensive Loss for the three months ended June 30, 2023
As | ||||||||||||
reported | Adjustments | As adjusted | ||||||||||
Selling and marketing | $ | 4,639 | $ | 272 | $ | 4,911 | ||||||
Total operating expenses | 13,078 | 272 | 13,350 | |||||||||
Loss from operations | (2,831 | ) | (272 | ) | (3,103 | ) | ||||||
Loss before provision of income tax and loss in equity method investments and noncontrolling interest, net of tax | (8,931 | ) | (272 | ) | (9,203 | ) | ||||||
Loss before loss in equity method investments and noncontrolling interest, net of tax | (8,931 | ) | (272 | ) | (9,203 | ) | ||||||
Net loss | (8,761 | ) | (272 | ) | (9,033 | ) | ||||||
Net loss attributable to Moatable, Inc. | (8,411 | ) | (272 | ) | (8,683 | ) | ||||||
Comprehensive loss | (8,408 | ) | (272 | ) | (8,680 | ) | ||||||
Comprehensive loss attributable to Moatable, Inc. | (7,933 | ) | (272 | ) | (8,205 | ) | ||||||
Net loss per share attributable to Moatable, Inc. shareholders: | ||||||||||||
Basic and Diluted | (0.008 | ) | (0.0003 | ) | (0.009 | ) |
Condensed Consolidated Statement of Operations and Comprehensive Loss for the six months ended June 30, 2023
As | ||||||||||||
reported | Adjustments | As adjusted | ||||||||||
Selling and marketing | $ | 9,535 | $ | 528 | $ | 10,063 | ||||||
Total operating expenses | 25,923 | 528 | 26,451 | |||||||||
Loss from operations | (6,250 | ) | (528 | ) | (6,778 | ) | ||||||
Loss before provision of income tax and income (loss) in equity method investments and non-controlling interest, net of tax | (3,741 | ) | (528 | ) | (4,269 | ) | ||||||
Loss before income (loss) in equity method investments and non-controlling interest, net of tax | (3,741 | ) | (528 | ) | (4,269 | ) | ||||||
Net loss | (3,427 | ) | (528 | ) | (3,955 | ) | ||||||
Net loss attributable to Moatable, Inc. | (2,441 | ) | (528 | ) | (2,969 | ) | ||||||
Comprehensive loss | (2,984 | ) | (528 | ) | (3,512 | ) | ||||||
Comprehensive loss attributable to Moatable, Inc. | (1,878 | ) | (528 | ) | (2,406 | ) | ||||||
Net loss per share attributable to Moatable, Inc. shareholders: | ||||||||||||
Basic and Diluted | (0.002 | ) | (0.001 | ) | (0.003 | ) |
Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2023
As | ||||||||||||
reported | Adjustments | As adjusted | ||||||||||
Net loss | $ | (3,427 | ) | $ | (528 | ) | $ | (3,955 | ) | |||
Accrued expenses and other current liabilities | (757 | ) | 528 | (229 | ) |
Condensed Consolidated Balance Sheet as of September 30, 2023
As | ||||||||||||
reported | Adjustments | As adjusted | ||||||||||
Accrued expenses and other current liabilities | $ | 10,208 | $ | 2,072 | $ | 12,280 | ||||||
Total current liabilities | 36,176 | 2,072 | 38,248 | |||||||||
TOTAL LIABILITIES | 36,397 | 2,072 | 38,469 | |||||||||
Accumulated deficit | (714,272 | ) | (2,072 | ) | (716,344 | ) | ||||||
Total Moatable, Inc. shareholders’ equity | 64,906 | (2,072 | ) | 62,834 | ||||||||
Total equity | 50,055 | (2,072 | ) | 47,983 |
Condensed Consolidated Statement of Operations and Comprehensive Loss for the three months ended September 30, 2023
As | ||||||||||||
reported | Adjustments | As adjusted | ||||||||||
Selling and marketing | $ | 4,382 | $ | 276 | $ | 4,658 | ||||||
Total operating expenses | 11,277 | 276 | 11,553 | |||||||||
Loss from operations | (799 | ) | (276 | ) | (1,075 | ) | ||||||
Loss before provision of income tax and loss in equity method investments and noncontrolling interest, net of tax | (6,898 | ) | (276 | ) | (7,174 | ) | ||||||
Loss before loss in equity method investments and noncontrolling interest, net of tax | (7,090 | ) | (276 | ) | (7,366 | ) | ||||||
Net loss | (6,958 | ) | (276 | ) | (7,234 | ) | ||||||
Net loss attributable to Moatable, Inc. | (6,850 | ) | (276 | ) | (7,126 | ) | ||||||
Comprehensive loss | (6,909 | ) | 276 | (6,633 | ) | |||||||
Comprehensive loss attributable to Moatable, Inc. | (6,706 | ) | 276 | (6,430 | ) | |||||||
Net loss per share attributable to Moatable, Inc. shareholders: | ||||||||||||
Basic and Diluted | (0.008 | ) | (0.0003 | ) | (0.009 | ) |
Condensed Consolidated Statement of Operations and Comprehensive Loss for the nine months ended September 30, 2023
As | ||||||||||||
reported | Adjustments | As adjusted | ||||||||||
Selling and marketing | $ | 13,917 | $ | 804 | $ | 14,721 | ||||||
Total operating expenses | 37,200 | 804 | 38,004 | |||||||||
Loss from operations | (7,049 | ) | (804 | ) | (7,853 | ) | ||||||
Loss before provision of income tax and income (loss) in equity method investments and non-controlling interest, net of tax | (10,639 | ) | (804 | ) | (11,443 | ) | ||||||
Loss before income (loss) in equity method investments and non-controlling interest, net of tax | (10,831 | ) | (804 | ) | (11,635 | ) | ||||||
Net loss | (10,385 | ) | (804 | ) | (11,189 | ) | ||||||
Net loss attributable to Moatable, Inc. | (9,291 | ) | (804 | ) | (10,095 | ) | ||||||
Comprehensive loss | (9,893 | ) | (804 | ) | (10,697 | ) | ||||||
Comprehensive loss attributable to Moatable, Inc. | (8,584 | ) | (804 | ) | (9,388 | ) | ||||||
Net loss per share attributable to Moatable, Inc. shareholders: | ||||||||||||
Basic and Diluted | (0.009 | ) | (0.001 | ) | (0.010 | ) |
Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2023
As | ||||||||||||
reported | Adjustments | As adjusted | ||||||||||
Net loss | $ | (10,385 | ) | $ | (804 | ) | $ | (11,189 | ) | |||
Accrued expenses and other current liabilities | (802 | ) | 804 | 2 |
Condensed Consolidated Balance Sheet as of March 31, 2024
As | ||||||||||||
reported | Adjustments | As adjusted | ||||||||||
Accrued expenses and other current liabilities | $ | 10,673 | $ | 2,647 | $ | 13,320 | ||||||
Total current liabilities | 21,259 | 2,647 | 23,906 | |||||||||
TOTAL LIABILITIES | 21,357 | 2,647 | 24,004 | |||||||||
Accumulated deficit | (719,129 | ) | (2,647 | ) | (721,776 | ) | ||||||
Total Moatable, Inc. shareholders’ equity | 61,339 | (2,647 | ) | 58,692 | ||||||||
Total equity | 46,739 | (2,647 | ) | 44,092 |
Condensed Consolidated Statement of Operations and Comprehensive Loss for the three months ended March 31, 2024
As | ||||||||||||
reported | Adjustments | As adjusted | ||||||||||
Selling and marketing | $ | 3,787 | $ | 289 | $ | 4,076 | ||||||
Total operating expenses | 11,850 | 289 | 12,139 | |||||||||
Loss from operations | (1,143 | ) | (289 | ) | (1,432 | ) | ||||||
Loss before provision of income tax and loss in equity method investments and non-controlling interest, net of tax | (2,235 | ) | (289 | ) | (2,524 | ) | ||||||
Loss before loss in equity method investments and noncontrolling interest, net of tax | (2,350 | ) | (289 | ) | (2,639 | ) | ||||||
Net loss | (2,841 | ) | (289 | ) | (3,130 | ) | ||||||
Net loss attributable to Moatable, Inc. | (2,814 | ) | (289 | ) | (3,103 | ) | ||||||
Comprehensive loss | (2,889 | ) | (289 | ) | (3,178 | ) | ||||||
Comprehensive loss attributable to Moatable, Inc. | (2,861 | ) | (289 | ) | (3,150 | ) | ||||||
Net loss per share attributable to Moatable, Inc. shareholders: | ||||||||||||
Basic and Diluted | (0.004 | ) | (0.0004 | ) | (0.004 | ) |
Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2024
As | ||||||||||||
reported | Adjustments | As adjusted | ||||||||||
Net loss | $ | (2,841 | ) | $ | (289 | ) | $ | (3,130 | ) | |||
Accrued expenses and other current liabilities | 116 | 289 | 405 |
Condensed Consolidated Balance Sheet as of June 30, 2024
As | ||||||||||||
reported | Adjustments | As adjusted | ||||||||||
Accrued expenses and other current liabilities | $ | 9,821 | $ | 2,957 | $ | 12,778 | ||||||
Total current liabilities | 20,918 | 2,957 | 23,875 | |||||||||
TOTAL LIABILITIES | 20,926 | 2,957 | 23,883 | |||||||||
Accumulated deficit | (719,291 | ) | (2,957 | ) | (722,248 | ) | ||||||
Total Moatable, Inc. shareholders' equity | 61,581 | (2,957 | ) | 58,624 | ||||||||
Total equity | 47,189 | (2,957 | ) | 44,232 |
Condensed Consolidated Statement of Operations and Comprehensive Loss for the three months ended June 30, 2024
As | ||||||||||||
reported | Adjustments | As adjusted | ||||||||||
Selling and marketing | $ | 4,576 | $ | 310 | $ | 4,886 | ||||||
Total operating expenses | 12,267 | 310 | 12,577 | |||||||||
Loss from operations | (478 | ) | (310 | ) | (788 | ) | ||||||
Loss before provision of income tax and income (loss) in equity method investments and non-controlling interest, net of tax | (254 | ) | (310 | ) | (564 | ) | ||||||
Loss before income (loss) in equity method investments and non-controlling interest, net of tax | (375 | ) | (310 | ) | (685 | ) | ||||||
Net loss | (182 | ) | (310 | ) | (492 | ) | ||||||
Net loss attributable to Moatable, Inc. | (162 | ) | (310 | ) | (472 | ) | ||||||
Comprehensive loss | (176 | ) | (310 | ) | (486 | ) | ||||||
Comprehensive loss attributable to Moatable, Inc. | (273 | ) | (310 | ) | (583 | ) | ||||||
Net loss per share attributable to Moatable, Inc. shareholders: | ||||||||||||
Basic and Diluted | (0.0002 | ) | (0.0004 | ) | (0.0006 | ) |
Condensed Consolidated Statement of Operations and Comprehensive Loss for the six months ended June 30, 2024
As | ||||||||||||
reported | Adjustments | As adjusted | ||||||||||
Selling and marketing | $ | 8,363 | $ | 599 | $ | 8,962 | ||||||
Total operating expenses | 24,117 | 599 | 24,716 | |||||||||
Loss from operations | (1,621 | ) | (599 | ) | (2,220 | ) | ||||||
Loss before provision of income tax and income (loss) in equity method investments and non-controlling interest, net of tax | (2,489 | ) | (599 | ) | (3,088 | ) | ||||||
Loss before income (loss) in equity method investments and non-controlling interest, net of tax | (2,725 | ) | (599 | ) | (3,324 | ) | ||||||
Net loss | (3,023 | ) | (599 | ) | (3,622 | ) | ||||||
Net loss attributable to Moatable, Inc. | (2,976 | ) | (599 | ) | (3,575 | ) | ||||||
Comprehensive loss | (3,065 | ) | (599 | ) | (3,664 | ) | ||||||
Comprehensive loss attributable to Moatable, Inc. | (3,134 | ) | (599 | ) | (3,733 | ) | ||||||
Net loss per share attributable to Moatable, Inc. shareholders: | ||||||||||||
Basic and Diluted | (0.004 | ) | (0.001 | ) | (0.005 | ) |
Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2024
As | ||||||||||||
reported | Adjustments | As adjusted | ||||||||||
Net loss | $ | (3,023 | ) | $ | (599 | ) | $ | (3,622 | ) | |||
Accrued expenses and other current liabilities | (540 | ) | 599 | 59 |
Condensed Consolidated Balance Sheet as of September 30, 2024
As | ||||||||||||
reported | Adjustments | As adjusted | ||||||||||
Accrued expenses and other current liabilities | $ | 11,842 | $ | 3,293 | $ | 15,135 | ||||||
Total current liabilities | 23,084 | 3,293 | 26,377 | |||||||||
TOTAL LIABILITIES | 24,193 | 3,293 | 27,486 | |||||||||
Accumulated deficit | (717,791 | ) | (3,293 | ) | (721,084 | ) | ||||||
Total Moatable, Inc. shareholders' equity | 62,589 | (3,293 | ) | 59,296 | ||||||||
Total equity | 48,313 | (3,293 | ) | 45,020 |
Condensed Consolidated Statement of Operations and Comprehensive Income for the three months ended September 30, 2024
As | ||||||||||||
reported | Adjustments | As adjusted | ||||||||||
Selling and marketing | $ | 4,628 | $ | 336 | $ | 4,964 | ||||||
Total operating expenses | 12,868 | 336 | 13,204 | |||||||||
Loss from operations | (235 | ) | (336 | ) | (571 | ) | ||||||
Income before provision of income tax and income (loss) in equity method investments and non-controlling interest, net of tax | 736 | (336 | ) | 400 | ||||||||
Income before income (loss) in equity method investments and non-controlling interest, net of tax | 1,340 | (336 | ) | 1,004 | ||||||||
Net income | 1,505 | (336 | ) | 1,169 | ||||||||
Net income attributable to Moatable, Inc. | 1,500 | (336 | ) | 1,164 | ||||||||
Comprehensive income | 1,523 | (336 | ) | 1,187 | ||||||||
Comprehensive income attributable to Moatable, Inc. | 1,517 | (336 | ) | 1,181 | ||||||||
Net income per share attributable to Moatable, Inc. shareholders: | ||||||||||||
Basic and Diluted | 0.002 | (0.0004 | ) | 0.001 |
Condensed Consolidated Statement of Operations and Comprehensive Loss for the nine months ended September 30, 2024
As | ||||||||||||
reported | Adjustments | As adjusted | ||||||||||
Selling and marketing | $ | 12,991 | $ | 935 | $ | 13,926 | ||||||
Total operating expenses | 36,985 | 935 | 37,920 | |||||||||
Loss from operations | (1,856 | ) | (935 | ) | (2,791 | ) | ||||||
Loss before provision of income tax and income (loss) in equity method investments and non-controlling interest, net of tax | (1,753 | ) | (935 | ) | (2,688 | ) | ||||||
Loss before income (loss) in equity method investments and non-controlling interest, net of tax | (1,385 | ) | (935 | ) | (2,320 | ) | ||||||
Net loss | (1,518 | ) | (935 | ) | (2,453 | ) | ||||||
Net loss attributable to Moatable, Inc. | (1,476 | ) | (935 | ) | (2,411 | ) | ||||||
Comprehensive loss | (1,542 | ) | (935 | ) | (2,477 | ) | ||||||
Comprehensive loss attributable to Moatable, Inc. | (1,617 | ) | (935 | ) | (2,552 | ) | ||||||
Net loss per share attributable to Moatable, Inc. shareholders: | ||||||||||||
Basic and Diluted | (0.002 | ) | (0.001 | ) | (0.003 | ) |
Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2024
As | ||||||||||||
reported | Adjustments | As adjusted | ||||||||||
Net loss | $ | (1,518 | ) | $ | (935 | ) | $ | (2,453 | ) | |||
Accrued expenses and other current liabilities | 1,787 | 935 | 2,722 |
Item 9.01 Financial Statements and Exhibits.
Exhibit Number | Description | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MOATABLE, INC. | ||
By: | /s/ Scott Stone | |
Date:April 23, 2025 | Scott Stone | |
Chief Financial Officer |