Form 8-K

8-K — Hour Loop, Inc

Accession: 0001493152-26-051377

Filed: 2026-11-12

Period: 2026-11-12

CIK: 0001874875

SIC: 5961 (RETAIL-CATALOG & MAIL-ORDER HOUSES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of

the

Securities Exchange Act of 1934

Date

of report (Date of earliest event reported): November 12, 2026

HOUR

LOOP, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41204

47-2869399

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

Number)

8201

164th Ave NE #200, Redmond, WA 98052-7615

(Address

of principal executive offices)

(206)

385-0488 ext. 100

(Registrant’s

telephone number, including area code)

N/A

(Former

name or former address, if changed since last report)

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.)

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock

HOUR

The

Nasdaq Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company ☐

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.

November 12, 2026, Hour Loop, Inc. (the “Company”) issued a press release announcing its financial and operational

results for the three and nine months ended September 30, 2026, and narrowing net revenue and net income guidance

for the year ending December 31, 2026. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information contained in the website is not a part of this current report on Form 8-K.

accordance with General Instruction B.2 of Form 8-K, the information included in this Item 2.02, including Exhibit 99.1, shall not be

deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing

under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such

a filing.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press release issued by the registrant on November 12, 2026.

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.

HOUR

LOOP, INC.

Dated:

November 12, 2026

By:

/s/

Sam Lai

Name:

Sam

Lai

Title:

Chief

Executive Officer and Interim Chief Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Hour

Loop Reports Results for Three and Nine Months Ended September 30, 2026

Continued

Profitability Despite a Challenging Economic Environment

Redmond,

WA, Nov 12, 2026 – Hour Loop, Inc. (NASDAQ: HOUR) (“Hour Loop” or the “Company”), a leading online

retailer, announces its financial and operational results for the three and nine months ended September 30, 2026.

Financial

Highlights for Three and Nine Months Ended September 30, 2026:

● Net

revenues for the third quarter of 2026 decreased 4% to $32.1 million, compared to $33.4 million

in the year-ago period;

● Net

income for the third quarter of 2026 decreased to $0.4 million, compared to $0.5 million

in the year-ago period;

● For

the nine months ended September 30, 2026, net revenues increased 11% to $95.9 million, compared

to $86.4 million in the year-ago period;

● Net

income for the nine months ended September 30, 2026 decreased to $2.3 million, compared to

$2.4 million for the year-ago period; and

● Cash

used in operating activities for the nine months ended September 30, 2026 was $4.1 million,

compared to $0.4 million in the year-ago period.

Management

Commentary

“Through

the first nine months of 2026, Hour Loop grew net revenues 11% and earned $2.3 million in net income, and we stayed profitable through

a tougher third quarter,” said Sam Lai, Chief Executive Officer and Interim Chief Financial Officer. “We made a deliberate

choice to protect our margins rather than chase low-quality sales, and we believe that discipline puts us in a strong position as we

head into the holiday season, the most important time of our year.”

“We

are building an AI-first company, and AI is already changing how we work every day. AI agents now support core parts of our operations

– purchasing and replenishment, advertising, pricing, inbound shipments, inventory reconciliation, customer service and compliance.

In purchasing, our agents help us make smarter, faster buying decisions. Agents now handle much of the day-to-day work. As routine work

shifts to AI, our teams are freed to focus on higher-value decisions, and we believe this will allow us to scale the business without

growing headcount at the same pace.”

“We

are very excited about where Hour Loop is headed. With a disciplined operating model, powered by AI to drive greater efficiency, we are

confident in the long-term opportunity ahead. We thank our employees for their drive and our shareholders for their continued support.”

Third

Quarter of 2026 Financial Results

Net

revenues in the third quarter of 2026 were $32.1 million, compared to $33.4 million in the same period last year. The decrease was primarily

due to lower order volume with lower inventory levels.

Gross

profit as a percentage of net revenues decreased to 50.6%, compared to 51.4% in the same period last year. The decrease was primarily

due to lower inventory reimbursements from platforms, partially offset by tariff-related refunds from vendors.

Operating

expenses as a percentage of net revenues in the third quarter of 2026 decreased to 49.1%, compared to 49.2% in the same period last year.

The decrease was mainly attributable to lower selling and marketing expenses in line with lower revenues.

Net income in the third quarter of 2026 was $0.4 million, or $0.01 per diluted share, compared to net income of $0.5 million, or

$0.02 per diluted share, in the same period last year. The decrease was primarily driven by lower net revenues and gross margin for the

reasons mentioned above.

of September 30, 2026, the Company had $1.1 million in cash and cash equivalents, compared to $3.8 million as of December 31, 2025. The

decrease was primarily driven by investment in inventory ahead of the holiday season.

Full Year 2026 Financial Outlook

Hour

Loop narrows its guidance for the full year, anticipating 2026 net revenue to be in the range of $147.0 million to $152.0 million,

representing 3% to 6% year-over-year growth. The Company continues to expect 2026 net income to be in the range of $0.75 million to $1.5

million.

About

Hour Loop, Inc.

Hour

Loop is an online retailer engaged in e-commerce retailing in the U.S. market. It has operated as a third-party seller on www.amazon.com

and has sold merchandise on its website at www.hourloop.com since 2013. Hour Loop further expanded its operations to other marketplaces

such as Walmart, eBay, and Etsy. To date, Hour Loop has generated practically all its revenue as a third-party seller on www.amazon.com

and only a negligible amount of revenue from its own website and other marketplaces. Hour Loop manages more than 100,000 stock-keeping

units (“SKUs”). Product categories include home/garden décor, toys, kitchenware, apparel, and electronics. Hour Loop’s

primary strategy is to bring most of its vendors’ product selections to the customers. It has advanced software that assists Hour

Loop in identifying product gaps so it can keep such products in stock year-round, including the entirety of the last quarter (holiday

season) of the calendar year. In upcoming years, Hour Loop plans to expand its business rapidly by increasing the number of business

managers, vendors, and SKUs.

Forward-Looking

Statements

This

press release contains statements that constitute “forward-looking statements,” within the meaning of the Private Securities

Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act

of 1934, as amended, including with respect to Hour Loop’s business strategy, product development and industry trends. Forward-looking

statements are subject to numerous conditions, many of which are beyond the control of Hour Loop. While Hour Loop believes these forward-looking

statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information

available to Hour Loop on the date of this release. These forward-looking statements are based upon current estimates and assumptions

and are subject to various risks and uncertainties, including, without limitation, those set forth in Hour Loop’s filings with

the Securities and Exchange Commission, as the same may be updated from time to time. Thus, actual results could be materially different.

Hour Loop undertakes no obligation to update these statements whether as a result of new information, future events or otherwise, after

the date of this release, except as required by law.

Investor

Contact

Finance

Department, Hour Loop, Inc.

finance@hourloop.com

HOUR

LOOP, INC.

CONSOLIDATED

BALANCE SHEETS

of September 30, 2026 and December 31, 2025

September 30, 2026

December 31, 2025

(Unaudited)

ASSETS

Current assets

Cash

$ 1,121,671

$ 3,792,033

Accounts receivable, net

2,638,732

235,959

Inventory, net

26,253,504

18,298,935

Prepaid expenses and other current assets

803,717

619,261

Total current assets

30,817,624

22,946,188

Property and equipment, net

100,736

95,917

Deferred tax assets

323,111

609,964

Operating lease right-of-use lease assets

511,608

169,368

Total non-current assets

935,455

875,249

TOTAL ASSETS

$ 31,753,079

$ 23,821,437

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable

$ 13,095,516

$ 6,200,526

Credit cards payable

3,216,530

3,707,976

Short-term loan

628,931

637,348

Operating lease liabilities-current

232,918

92,362

Income taxes payable

51,147

Accrued expenses and other current liabilities

828,508

2,226,387

Due to related parties

4,130,418

3,810,418

Total current liabilities

22,132,821

16,726,164

Non-current liabilities

Operating lease liabilities-non-current

294,808

83,271

Deferred tax liabilities

546

18,143

Total non-current liabilities

295,354

101,414

Total liabilities

22,428,175

16,827,578

Commitments and contingencies

Stockholders’ equity

Preferred stock: $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding as of September 30, 2026 and December 31, 2025

Common stock: $0.0001 par value, 300,000,000 shares authorized, 35,199,820 and 35,176,320 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively

3,520

3,518

Additional paid-in capital

5,907,681

5,862,683

Retained earnings

3,406,667

1,109,674

Accumulated other comprehensive income

7,036

17,984

Total stockholders’ equity

9,324,904

6,993,859

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 31,753,079

$ 23,821,437

The

accompanying footnotes are an integral part of these unaudited consolidated financial statements.

HOUR

LOOP, INC.

CONSOLIDATED

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

For

the Three and Nine Months Ended September 30, 2026 and 2025

(Unaudited)

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2026

2025

2026

2025

Revenues, net

$ 32,075,230

$ 33,424,703

$ 95,949,763

$ 86,364,899

Cost of revenues

(15,841,673 )

(16,249,395 )

(45,730,293 )

(39,546,941 )

Gross profit

16,233,557

17,175,308

50,219,470

46,817,958

Operating expenses

Selling and marketing

13,782,339

14,665,407

40,899,883

37,627,975

General and administrative

1,959,107

1,767,895

6,400,962

5,906,261

Total operating expenses

15,741,446

16,433,302

47,300,845

43,534,236

Income from operations

492,111

742,006

2,918,625

3,283,722

Other (expenses) income

Other expense

(576 )

(8,186 )

(2,832 )

(10,185 )

Interest expense

(47,660 )

(42,496 )

(127,933 )

(133,333 )

Other income

9,463

22,607

56,294

92,344

Total other expenses, net

(38,773 )

(28,075 )

(74,471 )

(51,174 )

Income before income taxes

453,338

713,931

2,844,154

3,232,548

Income tax expense

(31,512 )

(183,340 )

(547,161 )

(870,439 )

Net income

421,826

530,591

2,296,993

2,362,109

Other comprehensive income (loss)

Foreign currency translation adjustments

2,709

(38,581 )

(10,948 )

102,822

Total comprehensive income

$ 424,535

$ 492,010

$ 2,286,045

$ 2,464,931

Basic and diluted income per common share

$ 0.01

$ 0.02

$ 0.07

Weighted-average number of common shares outstanding

35,199,735

35,171,320

35,191,668

35,161,068

The

accompanying footnotes are an integral part of these unaudited consolidated financial statements.

HOUR

LOOP, INC.

CONSOLIDATED

STATEMENTS OF CASH FLOWS

For

the Nine Months Ended September 30, 2026 and 2025

(Unaudited)

Nine Months Ended September 30,

2026

2025

Cash flows from operating activities

Net income

$ 2,296,993

$ 2,362,109

Reconciliation of net income to net cash used in operating activities:

Depreciation expenses

39,448

31,109

Amortization of operating lease right-of-use lease assets

100,584

141,320

Deferred tax assets

286,853

676,368

Deferred tax liabilities

(17,597 )

18,731

Stock-based compensation

45,000

Inventory allowance

509,611

499,752

Unrealized foreign exchange (gain) loss

(26,584 )

156,087

Gain on disposal of property and equipment

(3,016 )

Changes in operating assets and liabilities:

Accounts receivable

(2,402,773 )

1,104,073

Inventory

(8,464,180 )

(14,735,382 )

Prepaid expenses and other current assets

(184,456 )

(497,449 )

Accounts payable

6,894,990

11,236,895

Credit cards payable

(491,446 )

470,430

Accrued expenses and other current liabilities

(2,547,879 )

(1,791,077 )

Operating lease liabilities

(90,605 )

(139,950 )

Income taxes payable

(51,147 )

Net cash used in operating activities

(4,103,188 )

(425,000 )

Cash flows from investing activities:

Proceeds from disposal of property and equipment

3,016

Purchases of property and equipment

(45,559 )

(51,979 )

Net cash used in investing activities

(45,559 )

(48,963 )

Cash flows from financing activities:

Payments to related parties

(1,486,000 )

(839,000 )

Proceeds from related parties

2,956,000

Net cash provided by (used in) financing activities

1,470,000

(839,000 )

Effect of changes in foreign currency exchange rates

8,385

(10,311 )

Net change in cash

(2,670,362 )

(1,323,274 )

Cash at beginning of period

3,792,033

2,119,581

Cash at end of period

$ 1,121,671

$ 796,307

Supplemental disclosures of cash flow information:

Cash paid for interest

$ 16,155

$ 16,370

Cash paid for income tax

$ 473,000

$ 163,015

Non-cash investing and financing activities:

Operating lease right-of-use of assets and operating lease liabilities recognized

446,496

131,472

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Cover

Nov. 12, 2026

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HOUR

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164th Ave NE #200

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration