Form 8-K

8-K — KOSS CORP

Accession: 0000056701-26-000015

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0000056701

SIC: 3651 (HOUSEHOLD AUDIO & VIDEO EQUIPMENT)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — koss-20260507x8k.htm (Primary)

EX-99.1 (koss-20260507xex99_1.htm)

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8-K

8-K (Primary)

Filename: koss-20260507x8k.htm · Sequence: 1

koss-20260507x8k

false000005670100000567012026-05-072026-05-07

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): May 7, 2026

Koss Corporation

(Exact name of registrant as specified in its charter)

Delaware

0-3295

39-1168275

(State or other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

4129 North Port Washington Avenue, Milwaukee, Wisconsin 53212

(Address of principal executive offices) (Zip code)

(414) 964-5000

(Registrant’s telephone number, including area code)

Not Applicable

(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:

☐

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, $0.005 par value per share

KOSS

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.

On May 7, 2026, Koss Corporation issued a press release (the “Press Release”) announcing its financial results for the quarter ended March 31, 2026. A copy of the Press Release is being furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The information in this Item 2.02 Results of Operations and Financial Condition, including Exhibit 99.1 attached hereto, is being furnished pursuant to Item 2.02 of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number

Description

Exhibit 99.1

Press release of Koss Corporation dated May 7, 2026

Exhibit 104

Cover Page Interactive Data File (embedded within the 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.

May 7, 2026

KOSS CORPORATION

By:

/s/ Michael J. Koss

Michael J. Koss

Chairman and Chief Executive Officer

EX-99.1

Filename: koss-20260507xex99_1.htm · Sequence: 2

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT:

Michael J. Koss

May 7, 2026

Chairman & CEO

(414) 964-5000

mjkoss@koss.com

Koss Corporation Reports Third Quarter Results

Milwaukee, Wisconsin: Koss Corporation (NASDAQ: KOSS) (the “Company”), the U.S. based high-fidelity headphone company, has reported its results for the third quarter ended March 31, 2026.

For the third quarter ended March 31, 2026, net sales of $2,824,763 were up $43,757, or 1.6%, over $2,781,006 of net sales for the third quarter of the prior year. A net loss of $546,587 was generated for the three months ended March 31, 2026 compared to a net loss of $316,742 for the same period in the prior year. Basic and diluted net loss per common share for the third quarter of fiscal year 2026 was $0.06 compared to basic and diluted net loss per common share of $0.03 for the same three-month period one year ago.

Net sales for the nine months ended March 31, 2026 were $9,756,920, up $216,960, or 2.3%, versus net sales of $9,539,960 for the comparable period in the prior year. The net loss of $868,265 for the first nine months of fiscal year 2026 was higher by $226,130 over the net loss of $642,135 for the first nine months of the prior fiscal year. Basic and diluted net loss per common share was $0.09 and $0.07, respectively, for the nine months ended March 31, 2026 and 2025.

“Strong sales to our domestic distributors, coupled with a significant custom sale into the Education market earlier in the year, really drove the increase in sales over the prior year. Unfortunately, sales to our European markets have slowed significantly as a result of extended stock replacement cycles driven by broader, economy-wide declines in consumer confidence and reduced sales expectations,” Michael J. Koss, Chairman and CEO, said today. “Direct-to-consumer (DTC) sales have contributed significantly to overall sales growth, achieving a 23% year-over-year increase, and now constitutes the Company’s largest segment.”

Koss further stated, “Profitability lagged behind prior year with gross margins falling from 38.4% during the first nine months of the prior year to 35.5% for the comparable period in fiscal year 2026, a decline of 290 basis points. The negative impact of the continued sell-through of inventory manufactured in China and tariffed at the early, higher rates, as well as sales of inventory brought in at higher freight rates, were the main factors behind the margin erosion. A favorable customer mix of higher margin domestic distributor and DTC sales helped to offset some of the adverse impacts.”

About Koss Corporation

Koss Corporation markets a complete line of high-fidelity headphones, wireless Bluetooth® speakers, computer headsets, telecommunications headsets, active noise canceling headphones, and wireless headphones.

Forward-Looking Statements

This press release contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “aims,” "anticipates," "believes," "estimates," "expects," "intends," "plans," “thinks,” "may," "will," “shall,” "should," “could,” “would,” "forecasts," "predicts," "potential," "continue," or the negative of such terms and other comparable terminology. These statements are based on currently available operating, financial and competitive information and are subject to various risks and uncertainties. Actual events or results may differ materially. In evaluating forward-looking statements, you should specifically consider various factors that may cause actual results to vary from those contained in the forward-looking statements, such as continued future fluctuations in economic conditions; the Company’s ability to successfully develop new products and assess potential market opportunities; the receptivity of consumers to new consumer electronics technologies; the Company’s ability to successfully and profitably market its products; the rate and consumer acceptance of new product introductions; the amount and nature of competition for the Company’s products; pricing; the number and nature of customers and their product orders; the Company’s ability to meet demand for products; production by third party vendors; foreign manufacturing, sourcing, and sales (including foreign government regulation, trade and importation concerns); uncertainties associated with political developments, international trade disputes and restrictions, natural disasters, public health concerns, and other disruptions, including their possible effects on the Company’s operations and its supply chain; trade tensions between the U.S. and China given recently enacted tariffs and their uncertainty; the impact of the ongoing conflict in Eastern Europe and the instability in the Middle East on the Company’s operations; the effects of any judicial, executive or legislative action affecting the Company or the audio/video industry; borrowing costs; changes in tax rates; the outcome of any litigation, government investigations, enforcement actions or other legal proceedings; the Company’s ability to retain and hire key personnel and other risk factors described in the Risk Factors and in Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025 and subsequently filed Quarterly Reports on Form 10-Q. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are only made as of the date of this press release and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances or new information. In addition, such uncertainties and other operational matters are discussed further in the Company's quarterly and annual filings with the Securities and Exchange Commission.

KOSS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended

Nine Months Ended

March 31

2026

2025

2026

2025

Net sales

2,824,763

2,781,006

9,756,920

9,539,960

Cost of goods sold

1,822,002

1,696,334

6,294,661

5,877,405

Gross profit

1,002,761

1,084,672

3,462,259

3,662,555

Selling, general and administrative expenses

1,721,892

1,603,678

5,242,008

4,960,478

Loss from operations

(719,131)

(519,006)

(1,779,749)

(1,297,923)

Other income (expense):

Interest income

174,875

208,175

670,487

667,219

Other income

—

250,000

—

Interest expense

(506)

—

(1,658)

—

Total other income, net

174,369

208,175

918,829

667,219

Loss before income tax provision

(544,762)

(310,831)

(860,920)

(630,704)

Income tax provision

1,825

5,911

7,345

11,431

Net loss

(546,587)

(316,742)

(868,265)

(642,135)

Loss per common share:

Basic

(0.06)

(0.03)

(0.09)

(0.07)

Diluted

(0.06)

(0.03)

(0.09)

(0.07)

Weighted-average number of shares:

Basic

9,466,438

9,375,795

9,461,730

9,346,952

Diluted

9,466,438

9,375,795

9,461,730

9,346,952

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v3.26.1

Document and Entity Information

May 07, 2026

Cover [Abstract]

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