Form 8-K

8-K — Airship AI Holdings, Inc.

Accession: 0001654954-26-007329

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001842566

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — airsp_8k.htm (Primary)

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8-K (Primary)

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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

August 6, 2026

Date of Report (Date of earliest event reported)

AIRSHIP AI HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-40222

93-4974766

(State or other jurisdiction

(Commission File Number)

(I.R.S. Employer

of incorporation)

Identification No.)

8210 154th Ave NE

Redmond, WA

98052

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (877) 462-4250

(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

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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

AISP

The Nasdaq Stock Market LLC

Warrants

AISPW

The Nasdaq Stock Market LLC

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 ☒

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 August 6, 2026, Airship AI Holdings, Inc. (the “Company”) issued a press release announcing its financial and operational results for the quarterly period ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

The information contained in Item 2.02 is incorporated herein by reference.

The information in Items 2.02 and 7.01 (including Exhibit 99.1) are “furnished” and 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 liability of such section nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

The Company does not have, and expressly disclaims, any obligation to release publicly any updates or any changes in the Company’s expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release dated August 6, 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.

Dated: August 6, 2026

AIRSHIP AI HOLDINGS, INC.

By:

/s/ Victor Huang

Name:

Victor Huang

Title:

Chief Executive Officer

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EXHIBIT 99.1

Airship AI Reports Second Quarter 2026 Financial Results

Second Quarter 2026 Net Revenues of $4.12 Million, Gross Profit of $3.09 Million and Gross Margin of 75%

Net Revenue Increase of 92% and Gross Profit Increase of 102% as Compared to Q2 of the Prior Year

Redmond, WA – August 6, 2026 – Airship AI Holdings, Inc. (NASDAQ: AISP) (“Airship AI” or the “Company”), a leader in AI-driven video, sensor, and data management surveillance solutions, today reported its financial and operational results for the second quarter ended June 30, 2026.

Q2 2026 Financial Highlights

Net revenues for the quarter ended June 30, 2026, were $4.12 million.

Gross profits for the quarter ended June 30, 2026, were $3.09 million.

Gross profit percentage was 75% for the quarter ended June 30, 2026. Higher margins were in part due to increased solution sales with more Airship AI branded hardware and software offerings.

Operating loss was $1.49 million for the quarter ended June 30, 2026, reflected in increased stock-based compensation of $951,000 and increased investments in sales, marketing-related and research and development expenditures which should increase future sales.

Other expense for the quarter ended June 30, 2026, was $916,000, primarily due to a loss from a change in the fair value of earnout liability of $193,000 and change in fair value of warrant liability of $833,000, offset by interest income of $110,000.

Net loss for the quarter ended June 30, 2026, was $2.4 million, or $0.07 per basic share, and reflected noncash income of $2.08 million.

Net cash used in operating activities was $235,000 in the quarter ended June 30, 2026.

Cash and cash equivalents was $12.37 million as of June 30, 2026 and accounts receivable was $3.75 million.

Q2 2026 & Subsequent Operational Highlights

Backlog as of August 6, 2026 was $6.9 million, representing firm fixed price contracts awarded in in prior quarters that are expected to be shipped and invoiced in the following quarter(s). Backlog is not indicative of future quarterly revenue as approximately 75% of quarterly revenue is transactional and recognized in the same quarter.

Total validated pipeline at the end of the quarter was approximately $206 million, consisting of single and multi-year opportunities for AI-driven edge, video, and sensor and data management platform across all our customer verticals. Our pipeline includes opportunities at varying stages of progression with expected award timeframes throughout the next 18-24 months.

Progressed several of our largest opportunities in the existing pipeline that are anticipated to close in the third quarter of 2026. These opportunities are tied to procurement efforts within the Department of Homeland Security (DHS) supporting homeland security priorities for the agency as part of the current administration’s efforts to strengthen border security and protect the homeland.

Awarded an additional one year agreement of $1.9 million for system maintenance and sustainment for an existing Fortune 100 customer leveraging the Company’s Acropolis Enterprise Video and Data Management platform supporting operational and physical security requirements.

Significant pipeline growth in our commercial business (defined as new business going through business partners or integrators) as our new Director of Commercial Sales and Director of Federal Business Development were able to attend several industry events and partner events to help grow brand awareness and increase brand visibility.

Due to the sensitive nature of many of our customers and deployment use cases, we are often restricted from publicly disclosing awards and / or limited as to the specifics of the customer and use case. Consequently, most of our awards are executed on closed or restricted contract vehicles, which further limits the sharing of information that might otherwise be available.

2026 Outlook

Capitalize on growing momentum in the current fiscal year around long-term business development efforts that are forecasted to be funded in 2026 through the One Big Beautiful Bill Act (OB3).

Maintain focus on improving gross margin percentages supporting our goal of cash flow positive operations by the end of 2026.

Continue tactical and strategic investments across our sales and business development organizations through organic cash flow from business operations and the potential cash exercise of public warrants.

Continue training and refinement of our edge (Outpost AI) and data center / cloud (Fortress) based analytic platforms supporting emerging edge analytic workflows.

Continue refining our agentic AI engine (Ask Airship) which enables users to use natural language to extract intelligence from real-time and stored data across the users’ enterprise.

Continue innovation across our core Acropolis software platform supporting new workflows for cloud-based deployments in highly secure operational environments.

Expand brand awareness engagements in new verticals through targeted marketing outreach opportunities, social media platforms, Airship AI hosted technology events, and industry tradeshow events.

Management Commentary

“The second quarter was one of execution,” said Paul Allen, President of Airship AI. “The awards we announced in the first quarter tied to National Special Security Events moved from contract to deployment, and our platform served as the intelligence layer unifying disparate sensors and imaging systems in live operational use, including unmanned aircraft and counter-UAS support for multiple DHS agencies during the FIFA World Cup and America 250th celebrations. Successfully operating at that scale during events of that size and criticality is a different proof point than an award announcement, also being the point our customers weigh most heavily when they evaluate us for future requirements.”

“We also placed the first deployment of our new vehicle-based edge solution, Outpost AI Sentinel, which delivers 360-degree situational awareness around a moving vehicle while recognizing and classifying objects of interest defined by the customer. This extends our edge platform into mobile operational environments and opens requirements that fixed-site deployments cannot address.

“On procurement, the picture through the quarter was substantially as we described in May. Award activity remained constrained through most of the quarter, and we took advantage of that period to work alongside customers to finalize requirements and align them to agency prioritization goals so they would be ready to move once funding was in place. Funding for the remaining DHS components, namely U.S. Immigration and Customs Enforcement, including Homeland Security Investigations, and Customs and Border Protection’s border security programs was enacted in June under the Secure America Act, consistent with the timeframe we outlined last quarter.”

“Importantly, that funding extends through fiscal year 2029 rather than the current fiscal year alone, which gives these customers multi-year planning certainty for the technology investments our platform supports. OB3 funding also runs through September 30, 2029, the same horizon as the June appropriations act. Because award execution follows funding availability via a normal procurement interval, the requirements we developed during the quarter are now moving through contracting rather than waiting on appropriations.”

“Our partner strategy advanced from interest to enablement during the quarter. Building on the integrator relationships established at ISC-West, we attended additional partner events and completed technical and sales training with selected integrators operating in the verticals we have targeted. That training produced immediate results: beyond uncovering new opportunities, these integrators moved active pursuits from incumbent competitive platforms to Airship AI as the lead offering based on differentiation they were able to demonstrate directly to their customers.”

“We enter the final quarter of the federal fiscal year in a materially different position than we entered the second. The funding constraint is resolved, requirements are defined, and our partner channel is trained and in front of customers. What we said would need to happen has happened. Our focus now is straightforward: convert the requirements we have spent this year developing into awards and deliver against them with the same operational execution we demonstrated this quarter,” concluded Mr. Allen.

About Airship AI Holdings, Inc.

Founded in 2006, Airship AI (NASDAQ: AISP) is a U.S. owned and operated technology company headquartered in Redmond, Washington. Airship AI is an AI-driven video, sensor and data management surveillance platform that improves public safety and operational efficiency for public sector and commercial customers by providing predictive analysis of events before they occur and meaningful intelligence to decision makers. Airship AI’s product suite includes Outpost AI edge hardware and software offerings, Acropolis enterprise management software stack, and Command family of visualization tools.

For more information, visit https://airship.ai.

Forward-Looking Statements

The disclosure herein includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward looking. These forward-looking statements include, but are not limited to, (1) statements regarding estimates and forecasts of financial, performance and operational metrics and projections of market opportunity; (2) changes in the market for Airship AI’s services and technology, expansion plans and opportunities; (3) the projected technological developments of Airship AI; and (4) current and future potential commercial and customer relationships. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Airship AI’s management and are not predictions of actual performance. These forward-looking statements are also subject to a number of risks and uncertainties, as set forth in the section entitled “Risk Factors” in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 17, 2026, and the other documents that the Company has filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. In addition, forward looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this press release. The Company anticipates that subsequent events and developments will cause its assessments to change. However, while it may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Investor Contact:

Chris Tyson/Larry Holub

MZ North America

949-491-8235

AISP@mzgroup.us

AIRSHIP AI HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

As of June 30, 2026 and December 31, 2025

June 30,

December 31,

2026

2025 (1)

ASSETS

Unaudited

CURRENT ASSETS:

Cash and cash equivalents

$ 12,365,685

$ 11,750,021

Accounts receivable, net of allowance for credit losses of $0

3,746,980

6,462,675

Inventory

843,590

Prepaid expenses and other

23,766

294,191

Total current assets

16,980,021

18,506,887

OTHER ASSETS

Other assets

160,528

Operating lease right of use asset

600,951

807,915

TOTAL ASSETS

$ 17,741,500

$ 19,475,330

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:

Accounts payable - trade

$ 510,613

$ 1,149,811

Accrued expenses

53,215

27,966

Current portion of operating lease liability

461,538

438,635

Deferred revenue - current portion

4,314,602

4,668,105

Total current liabilities

5,339,968

6,284,517

NON-CURRENT LIABILITIES:

Operating lease liability, net of current portion

189,210

425,109

Warrant liability

12,661,605

13,328,006

Earnout liability

3,540,252

2,620,933

Deferred revenue - non-current

4,634,237

3,966,407

Total liabilities

26,365,272

26,624,972

COMMITMENTS AND CONTINGENCIES (Note 8)

STOCKHOLDERS’ DEFICIT:

Preferred stock - no par value, 5,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2026 and December 31, 2025

Common stock - $0.0001 par value, 200,000,000 shares authorized, 34,439,562 and 34,368,162 shares issued and outstanding as of June 30, 2026 and December 31, 2025

3,441

3,434

Additional paid in capital

40,151,160

38,478,030

Accumulated deficit

(48,747,391 )

(45,620,227 )

Accumulated other comprehensive loss

(30,982 )

(10,879 )

Total stockholders’ deficit

(8,623,772 )

(7,149,642 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

$ 17,741,500

$ 19,475,330

(1)

Derived from the audited consolidated balance sheet.

AIRSHIP AI HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS)

For the three and six months ended June 30, 2026 and 2025

(Unaudited)

Three Months Ended

Six Months Ended

June 30,

2026

June 30,

2025

June 30,

2026

June 30,

2025

Unaudited

NET REVENUES:

Product

$ 2,497,120

$ 728,978

$ 6,446,455

$ 4,770,694

Post contract support

1,612,883

1,375,372

3,994,221

2,828,947

Other services

13,782

42,540

36,407

50,277

4,123,785

2,146,890

10,477,083

7,649,918

COST OF NET REVENUES:

Cost of sales

576,471

273,721

3,255,844

3,217,328

Post contract support

438,283

332,769

907,262

624,270

Other services

11,283

7,883

50,384

40,799

1,026,037

614,373

4,213,490

3,882,397

GROSS PROFIT

3,097,748

1,532,517

6,263,593

3,767,521

RESEARCH AND DEVELOPMENT EXPENSES

854,196

740,571

1,697,892

1,459,953

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

3,734,211

2,813,827

7,637,930

6,043,806

TOTAL OPERATING EXPENSES

4,588,407

3,554,398

9,335,822

7,503,759

OPERATING LOSS

(1,490,659 )

(2,021,881 )

(3,072,229 )

(3,736,238 )

OTHER INCOME (EXPENSE):

(Loss) gain from change in fair value of earnout liability

(193,132 )

(7,301,585 )

(919,319 )

2,522,020

(Loss) gain from change in fair value of warrant liability

(833,001 )

(14,494,184 )

666,401

1,026,999

Interest income, net

110,232

60,599

197,983

138,153

Total other (expense) income, net

(915,901 )

(21,735,170 )

(54,935 )

3,687,172

(LOSS) BEFORE PROVISION FOR INCOME TAXES

(2,406,560 )

(23,757,051 )

(3,127,164 )

(49,066 )

Provision for income taxes

NET (LOSS)

(2,406,560 )

(23,757,051 )

(3,127,164 )

(49,066 )

OTHER COMPREHENSIVE (LOSS)

Foreign currency (loss), net

(11,811 )

(20,103 )

(7,409 )

TOTAL COMPREHENSIVE (LOSS)

$ (2,418,371 )

$ (23,757,051 )

$ (3,147,267 )

$ (56,475 )

NET (LOSS) PER SHARE:

Basic

$ (0.07 )

$ (0.75 )

$ (0.09 )

$ (0.00 )

Diluted

$ (0.07 )

$ (0.75 )

$ (0.09 )

$ (0.00 )

Weighted average shares of common stock outstanding

Basic

34,435,232

31,873,639

34,408,949

31,789,346

Diluted

34,435,232

31,873,639

34,408,949

31,789,346

AIRSHIP AI HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six months ended June 30, 2026 and 2025

(Unaudited)

Six Months Ended

June 30,

2026

June 30,

2025

Unaudited

CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss)

$ (3,127,164 )

$ (49,066 )

Adjustments to reconcile net (loss) to net cash provided by

(used in) operating activities

Stock-based compensation

1,616,680

800,425

Amortization of operating lease right of use asset

206,964

180,004

Gain from change in fair value of warrant liability

(666,401 )

(1,026,999 )

Loss (gain) from change in fair value of earnout liability

919,319

(2,522,020 )

Changes in operating assets and liabilities:

Accounts receivable

2,715,695

(1,330,670 )

Inventory

(843,590 )

Prepaid expenses and other

270,425

(26,775 )

Operating lease liability

(212,996 )

(180,711 )

Accounts payable - trade and accrued expenses

(613,949 )

(369,056 )

Deferred revenue

314,327

606,049

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

579,310

(3,918,819 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from warrant exercise, net

59,850

Repayment of advances from founders

(1,300,000 )

Proceeds from stock option exercises

56,447

57,822

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

56,457

(1,182,328 )

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

635,767

(5,101,147 )

Effect from exchange rate on cash

(20,103 )

(7,409 )

CASH AND CASH EQUIVALENTS, beginning of period

11,750,021

11,414,830

CASH AND CASH EQUIVALENTS, end of period

$ 12,365,685

$ 6,306,274

Supplemental disclosures of cash flow information:

Interest paid

$ -

Taxes paid

$ -

Noncash investing and financing

Issuance of common stock for earnout shares

$ -

$ 5,282,125

Recognition of operating right-of-use asset

$ -

$ 304,339

Recognition of operating lease liability

$ -

$ 304,339

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

-Publisher SEC

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

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

-Publisher SEC

-Name Exchange Act

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-Section 12

-Subsection b-2

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Local phone number for entity.

+ References

No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

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

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-Name Exchange Act

-Number 240

-Section 13e

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

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

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- Definition

Title of a 12(b) registered security.

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

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Name of the Exchange on which a security is registered.

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

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

-Publisher SEC

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-Number 240

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-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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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.

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

-Publisher SEC

-Name Securities Act

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