UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______to _____ Commission File Number: 001-31588 SUNATION ENERGY, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction (I.R.S. Emp ...

Financial Position and Performance - As of December 31, 2024, the company had cash and cash equivalents of $2.1 million and an accumulated deficit of approximately $195.3 million[250]. - The company incurred net losses of approximately $49.8 million and $27.3 million for the years ended December 31, 2024 and 2023, respectively[271]. - The company owed $10.2 million in principal and accrued interest under the Loan and Security Agreement as of March 15, 2025[250]. - The company has federal net operating loss carry-forwards of approximately $133.7 million as of December 31, 2024[272]. - The company expects to continue incurring cash outflows from operations for the near future, raising substantial doubt about its ability to continue as a going concern[250]. - The company may need to raise additional capital to remain a going concern, which may not be available on acceptable terms[252]. - Eyenovia recorded net sales of $57,336 for the year ended December 31, 2024, primarily from Mydcombi and clobetasol propionate[285]. Business Strategy and Operations - The company is exploring strategic paths, including partnerships and acquisitions, to maximize stockholder value[253]. - The proposed business combination with Betaliq is anticipated to close in the second quarter of 2025, but no assurance can be given regarding the completion or terms of the agreement[276]. - Eyenovia expects to incur substantial non-recurring expenses related to the proposed business combination, including legal and financial advisory fees[283]. - Eyenovia requires significant additional funding to advance the manufacturing and commercialization of Mydcombi and develop the Gen-2 Optejet[286]. Market and Competition - The commercial success of Mydcombi and clobetasol propionate is critical for Eyenovia's profitability, and their market acceptance is uncertain[291]. - The company faces competition in a rapidly changing specialty pharma market, which may affect its ability to commercialize products[293]. - Eyenovia's ability to achieve profitability is highly dependent on the successful commercialization of its currently approved products[285]. - The company may encounter challenges in convincing the medical community and third-party payors to accept and use its products[292]. Regulatory and Compliance Risks - Regulatory compliance is critical, as failure to adapt to changes in requirements could result in loss of marketing approval and negatively affect profitability[316]. - The company has obtained FDA approval for Mydcombi in the U.S., but may face challenges in obtaining approval in other jurisdictions, limiting market potential[317]. - The company must comply with strict advertising and promotion regulations, and failure to do so could result in significant penalties and harm to its reputation[322]. - The company is subject to various healthcare laws and regulations, including the federal Anti-Kickback Statute and the False Claims Act, which may impact business practices and financial arrangements[330]. - Legislative reforms, such as the Patient Protection and Affordable Care Act (ACA) and the Inflation Reduction Act of 2022, could materially affect the company's financial condition and operational results[334][337]. Intellectual Property and Legal Risks - The company’s success heavily relies on protecting its intellectual property; inadequate protection could allow competitors to erode its competitive advantage[373]. - The patent application process is complex and costly, with no assurance that all necessary patents will be obtained or enforced effectively[382]. - The company may face challenges in maintaining patent rights due to procedural non-compliance, which could lead to loss of patent protection[389]. - The company may face high costs and resource diversion from enforcing patent rights in foreign jurisdictions, where intellectual property laws may be less favorable[400]. Human Resources and Management - The company had 14 total employees as of March 15, 2025, with 13 being full-time and one part-time, relying on third-party contractors for professional services[353]. - The company is highly dependent on its senior management team, including the Chief Executive Officer, and any loss of these key personnel could impede research, development, and commercialization objectives[350]. - The company faces intense competition for qualified personnel among biotechnology and pharmaceutical companies, which may hinder its ability to retain and motivate high-quality staff[352]. Manufacturing and Supply Chain Risks - The company does not currently have agreements with third-party suppliers for the long-term commercial supply of components for Mydcombi, which may delay commercialization activities[362]. - Manufacturing processes for Mydcombi are complicated and expensive, requiring months of advance planning, and reliance on a limited number of manufacturers increases risks[364]. - The company may encounter delays in the manufacturing of the second generation Optejet device due to reliance on third parties, potentially impairing commercialization efforts[361]. - Any disruption at third-party suppliers, such as natural hazards or vandalism, could significantly interrupt manufacturing capability, risking financial stability[367]. Financial Reporting and Governance - The company is subject to the reporting requirements of the Sarbanes-Oxley Act, which increases legal, accounting, and compliance costs[424]. - Material weaknesses have been identified in the company's internal control over financial reporting, raising concerns about the accuracy and reliability of financial statements[437]. - The company is taking steps to remediate identified material weaknesses, but there is no assurance that these measures will be sufficient to prevent future weaknesses[438]. - Provisions in the company's corporate charter may discourage or prevent favorable mergers or acquisitions, potentially depressing the market price of its common stock[431].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39826 Banzai International, Inc. (Exact name of Registrant as specified in its Charter) Delaware 85-3118980 (State or other jurisdiction of incorporation or organization) 435 Ericksen Ave, Suite 250 Bainbridge Island, Washington 98110 (Address of principal executive offices) (Zip Code) ( ...

Financial Performance - The company incurred a net loss of $134.9 million and $50.7 million for the years ended December 31, 2024 and 2023, respectively, and expects to continue incurring operating and net losses until at least Q1 2026 [105]. - Negative cash flow from operating activities was $24.2 million and $21.7 million for the years ended December 31, 2024 and 2023, respectively, with expectations of continued negative cash flow for the remainder of 2025 [106]. - The company has not yet achieved positive operating cash flow and its ability to generate positive cash flow in the near term is uncertain [107]. - The company reported negative cash flow from operating activities of $24.2 million and $21.7 million for the years ended December 31, 2024, and 2023, respectively, and expects to continue having negative cash flow for the remainder of 2025 [218]. - As of December 31, 2024, the company had federal net operating losses (NOLs) of approximately $121 million, with about $646,000 beginning to expire in 2035 [219]. Revenue Concentration and Customer Dependence - The company relies on a limited number of customers for a significant portion of its revenue, which poses risks related to revenue concentration [101]. - For the year ended December 31, 2024, sales to three customers accounted for 82% of total revenue, with Customer A at 39%, Customer B at 27%, and Customer C at 16% [125]. - Total accounts receivable for the year ended December 31, 2024 was primarily from these three customers, indicating a high concentration of revenue risk [125]. - Sales to government entities are subject to significant risks, including competitive bidding processes and potential funding delays, which could adversely affect revenue [127]. Operational Risks and Challenges - The company identified material weaknesses in internal control over financial reporting, which could adversely affect the accuracy and timeliness of financial reporting [114]. - The company is dependent on suppliers, some of which are single or limited source suppliers, which could adversely affect operations if they fail to deliver necessary components [103]. - The company relies on third-party manufacturers, which increases the risk of supply chain disruptions that could impact product availability and profit margins [134]. - The company may experience delays or disruptions in its supply chain, which could lead to increased costs and affect operational efficiency [162]. - The company has sourced lithium-ion battery cells from only one supplier for commercial production, which poses a risk of disruption in production if supply issues arise [199]. - The company is experiencing increases in the cost and interruptions in the supply of materials, which could delay product commercialization and negatively impact financial results [196]. Strategic Plans and Investments - The company plans to continue developing and commercializing ocean robotic systems, increasing sales and marketing activities, and enhancing technology infrastructure [109]. - The company plans to invest significantly in expanding its operations, including hiring additional personnel to support growth in ocean robotic systems [129]. - The company anticipates ongoing significant capital expenditures to support the development and commercialization of its products, influenced by customer demand [138]. - The company may undertake acquisitions to add new products and technologies, but failure to integrate these acquisitions could adversely affect its financial condition [225]. Compliance and Regulatory Risks - The company incurs significant legal, accounting, and other expenses as a public company, which may increase operating costs in future periods [164]. - Compliance with extensive government laws and regulations related to health, safety, and the environment may lead to significant costs and liabilities [172]. - The company is subject to evolving data privacy and security laws, and any data breach may result in significant liabilities and negatively affect its financial condition [173]. - The company faces cybersecurity risks that could disrupt operations and lead to loss of sensitive data [176]. - The company is subject to governmental export and import controls, which could result in substantial civil or criminal penalties if noncompliance occurs [185]. Market and Competitive Landscape - The company operates in a competitive industry with rapid technological changes, facing competition from both established and emerging players in the blue technology markets [206]. - The company faces potential competition from automotive and aerospace sectors as it expands its autonomy software platform [210]. - The company targets large corporations as customers, which have substantial negotiating power and may develop competitive internal solutions [205]. Shareholder and Stock Market Considerations - The company may issue a significant number of shares or equity-linked securities in the future, which could dilute existing shareholders [103]. - The market price of the company's Common Stock is volatile and may be subject to wide fluctuations due to various factors [257]. - Significant stockholder sales could negatively impact the market price of the company's Common Stock [256]. - The company has received a determination letter from Nasdaq regarding non-compliance with the minimum $35 million market value requirement for continued listing [260]. - The company was granted an exception until December 31, 2024, to demonstrate compliance with Nasdaq listing rules [260]. Internal Control and Management - The effectiveness of internal controls over financial reporting is critical, with potential weaknesses identified for the years ended December 31, 2024 and 2023 [120]. - Management's operating and financial projections are based on several assumptions, including timely hiring of skilled personnel and demand for ocean robotic systems, which may prove incorrect [131]. - The company must attract and retain qualified personnel to ensure successful product design, manufacturing, and market launch, with competition for skilled employees being intense [161]. Product Development and Technology - The company launched commercial services utilizing the Aquanaut robotic system in 2024 and expects to launch a commercial version of ToolKITT software in 2025, although timelines may be delayed due to various challenges [147]. - The company faces risks associated with the performance of its ocean robotic systems, which may not meet customer expectations or perform consistently, potentially harming its reputation and financial condition [145]. - The company may face challenges in adopting new technologies due to customer resistance, which could hinder market penetration and growth [143]. - The company’s growth strategy relies on developing systems and products, which may have shorter useful lives than anticipated, adversely affecting business operations and financial condition [230]. Legal and Liability Risks - The company may experience significant liabilities from litigation or legal proceedings, which could negatively impact its reputation and financial position [221]. - The company is exposed to potential liabilities from product malfunctions or operator errors, which could adversely affect its financial condition and reputation [154]. - Any failure to comply with product regulations could lead to significant fines and adversely affect the company's revenues [168].

CUE BIOPHARMA, INC. Exhibit 1.1 UNDERWRITING AGREEMENT Dated: April 14, 2025 CUE BIOPHARMA, INC. (a Delaware corporation) 13,530,780 Shares of Common Stock (a Delaware corporation) 13,530,780 Shares of Common Stock Pre-Funded Warrants to Purchase Up to 11,469,216 Shares of Common Stock Warrants to Purchase Up to 6,249,999 Shares of Common Stock Pre-Funded Warrants to Purchase Up to 11,469,216 Shares of Common Stock Warrants to Purchase Up to 6,249,999 Shares of Common Stock UNDERWRITING AGREEMENT Oppenheime ...

Exhibit 99.1 ● Sold its Electrical Infrastructure business for $50 million in a cash and equity transaction. ● Renewed and extended a service agreement with an existing customer, a large U.S. retailer, for on-site power services. The new agreement is valued at approximately $6.0 million in total revenue over the course of the three-year agreement. ● Received an order valued at approximately $1.3 million from the City of Portland, Oregon for multiple e-Boost© Mobile units through Graybar Electric Company, In ...

Environmental Impact and Sustainability - The company has produced over 75 million gallons of fuel-grade ethanol, mitigating over 500,000 tons of CO₂ emissions since May 2018[28]. - The first commercial facility in China utilizing the company's technology has sold over 65.9 million gallons of ethanol, displacing fossil gasoline and avoiding over 240,000 tons of CO₂ emissions[36]. - The company aims to produce CarbonSmart materials, removing approximately two tons of CO₂ for every ton of CarbonSmart product produced[33]. - Ethanol produced can demonstrate up to 85% GHG reduction compared to fossil alternatives, depending on various factors[61]. - The integration of bio-based industrial CO₂ and DAC technologies with the gas fermentation platform is expected to significantly reduce emissions, achieving a 94% reduction compared to fossil counterparts[51]. - The company expects the adoption of CarbonSmart products to grow significantly, contributing to the decarbonization of multiple industries[60]. Technology and Intellectual Property - The company has a strong intellectual property position with 1,193 granted patents and 515 pending applications as of December 31, 2024[37]. - The company’s technology can utilize diverse waste feedstocks, potentially yielding up to 6.5 billion metric tons of gas fermentation products annually, primarily ethanol[45]. - The company has established partnerships with industry leaders, validating its technology through over 100,000 hours of pilot and demonstration-scale operations[36]. - The Shougang Joint Venture License Agreement allows the joint venture to utilize the company's intellectual property for ethanol production, with the agreement continuing until the last commercial facility is decommissioned[97]. Financial Performance and Position - The company reported cash outflows from operations of $(89.1) million and a net loss of $(137.7) million for the year ended December 31, 2024[124]. - The company incurred net losses of approximately $137.7 million for the year ended December 31, 2024, and $134.1 million for the year ended December 31, 2023, with an accumulated deficit of $969.6 million as of December 31, 2024[134]. - As of December 31, 2024, the company had cash and cash equivalents of $43.5 million, short-term held-to-maturity debt investments of $12.4 million, and an accumulated deficit of $(969.6) million[124]. - The largest contracting entity accounted for 25% of the company's revenue for the fiscal year ended December 31, 2024, down from 38% in 2023[70]. - The company has historically funded its operations through a combination of business combinations, equity securities issuances, and debt financing[126]. Partnerships and Collaborations - The company holds approximately 36.33% of the outstanding shares of LanzaJet as of December 31, 2024, with potential to increase to approximately 46% and 53% with future investments[73]. - The Mitsui Alliance Agreement mandates Mitsui to promote the company's gasification and waste-to-ethanol technology in Japan, while the company must exclusively recommend Mitsui for investment and off-take services[86][88]. - The Brookfield Framework Agreement requires the company to present projects needing at least $500 million in equity funding to Brookfield, with no obligation for Brookfield to invest[99]. - LanzaJet has received a total commitment of up to $120 million from partners, with $45 million already invested in the initial demonstration facility at the LanzaTech Freedom Pines Biorefinery in Soperton, Georgia[160]. Regulatory and Compliance Risks - The company faces risks related to regulatory changes that could impact its operations and financial condition, particularly concerning GHG emissions and chemical regulations[120]. - The company is subject to extensive laws and regulations, and any changes could materially affect its ability to manufacture and commercialize products[194]. - The company may incur significant expenses related to product liability claims if defects in products produced using its process technologies are discovered post-sale[205]. - Compliance with environmental, health, and safety laws is costly and time-consuming, with potential liabilities exceeding total assets in case of violations[204]. - The company is subject to additional regulations and audits related to government grants, which could affect revenue and operational results[159]. Market and Competitive Landscape - The market values for monoethylene glycol (MEG) and polyethylene terephthalate (PET) are estimated at $24.8 billion and $41 billion, respectively, in 2023[33]. - The commercial success of the company may be influenced by the price of fossil feedstocks relative to waste-based feedstocks, which are subject to historical price fluctuations[165]. - The cost structure and gross margin of the company are highly dependent on the prices of waste-based feedstocks, which are cyclical and volatile[166]. - The company faces substantial indirect competition from firms with greater resources and brand recognition, which could adversely affect its market share[171]. - Technological advancements by competitors could render the company's technology and products obsolete or uneconomical[174]. Operational Challenges - Construction of commercial-scale plants is essential for projected financial performance, and any delays or cost overruns could severely impact the company's business and financial condition[149][150]. - The company must continuously reduce operating and capital costs for its facilities to ensure the adoption of its process technologies; failure to do so could harm its business prospects[152]. - The company continues to face significant risks associated with its international expansion strategy, including compliance with diverse legal environments and potential economic instability in foreign countries[147][148]. - The company may not successfully identify new market opportunities, limiting prospects and increasing dependency on a smaller number of target products[181]. Future Outlook and Strategic Direction - The company is focused on shifting its core operations from research and development to globally deploying its proven technology[117]. - The company is currently evaluating options to enhance its liquidity position with financing due to substantial doubt about its ability to continue as a going concern[127]. - A preliminary, nonbinding proposal was received from Carbon Direct Capital to acquire all outstanding shares of the company's common stock for $0.02 per share[118]. - The exploration of the potential take-private transaction has diverted management's time and attention, which may impact day-to-day business operations and results[133]. - The company expects to finalize commissioning of a commercial scale facility with IndianOil in the coming months[192].

IPO and Fundraising - The company completed its initial public offering on November 2, 2021, selling 12,650,000 units and generating gross proceeds of $126.5 million[57]. - A private sale of 4,866,667 private warrants was completed concurrently with the IPO, generating an additional $7.3 million[58]. - As of April 15, 2025, the trust fund holds $9.08 million, which may decrease due to shareholder redemptions[65]. - The net proceeds from the initial public offering and the sale of private warrants are invested in U.S. government treasury bills or money market funds, minimizing exposure to interest rate risk[315]. Business Combination Agreement - The company entered into a Business Combination Agreement with Tembo e-LV B.V. on August 29, 2024, which includes a merger and share exchange[60]. - The Business Combination Agreement is structured to qualify as a tax-free reorganization under Section 351 of the U.S. Internal Revenue Code[61]. - The company is no longer required to meet the 80% fair market value test for target businesses due to its delisting from Nasdaq, but customary valuation practices will still be applied[66]. - The company engaged Gemini Valuation Services, LLC to provide a fairness opinion on the proposed transaction with Tembo, concluding that the consideration is fair[68]. - The business combination will depend entirely on the future performance of Tembo e-LV B.V., indicating a lack of diversification[70]. Shareholder Redemption and Rights - Shareholders may redeem their shares for their pro rata share of the trust account upon approval of the business combination[79]. - The company will seek to maintain net tangible assets of at least $5,000,001 to avoid regulatory complications during the business combination[77]. - The company has until November 2, 2025, to complete its initial business combination, or it may continue to seek a different target until the end of the combination period[84]. - If the initial business combination is not completed, the company will redeem public shares at a per-share price based on the aggregate amount in the trust account, estimated at approximately $11.12 per share[88]. - The redemption process requires shareholders to deliver their shares to the transfer agent, with a nominal fee of $45.00 typically charged to the tendering broker[81]. - Shareholders can withdraw their redemption requests at any time before the vote on the proposed business combination[83]. - The company has agreed not to propose amendments that would affect public shareholders' redemption rights without providing an opportunity for redemption at the per-share price based on the trust account[86]. - There is a risk that the actual per-share redemption amount may be less than $11.12 due to potential claims from creditors against the trust account[90]. - The company expects to fund costs associated with dissolution from $10,000 held outside the trust account and potentially up to $100,000 of accrued interest[87]. - Shareholders will only receive funds from the trust account upon specific conditions, including the completion of the initial business combination or inability to complete it by the deadline[96]. - The company may face claims from creditors that could affect the funds available for shareholder redemption, especially in the event of bankruptcy or liquidation[95]. - The anticipated redemption price for public shares is approximately $11.12 per share, including interest, as of two business days prior to the completion of the initial business combination[102]. - If the initial business combination is not completed by the end of the combination period, the company will terminate and distribute all amounts in its trust account[100]. Competition and Conflicts of Interest - The company faces intense competition from entities with greater resources and local industry knowledge, which may limit its ability to acquire sizable target businesses[103]. - Certain executive officers and directors have fiduciary duties to other companies, which may create potential conflicts of interest during the business combination process[104]. Regulatory and Reporting Requirements - The company is required to provide shareholders with audited financial statements of Tembo as part of the registration statement and proxy materials for the shareholder vote[111]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[113]. - The company will remain a smaller reporting company until certain market value or revenue thresholds are met[116]. - The company has agreed to indemnify against claims that reduce the amount of funds in its trust account below $11.12 per public share[107].

IPO and Fundraising - The company completed its initial public offering on November 2, 2021, selling 12,650,000 units and generating gross proceeds of $126.5 million[57]. - A private sale of 4,866,667 private warrants was completed concurrently with the IPO, generating an additional $7.3 million[58]. - As of April 15, 2025, the trust fund holds $9.08 million, which may decrease due to shareholder redemptions[65]. - The net proceeds from the initial public offering and the sale of private warrants are invested in U.S. government treasury bills or money market funds, minimizing exposure to interest rate risk[315]. Business Combination Agreement - The company entered into a Business Combination Agreement with Tembo e-LV B.V. on August 29, 2024, involving a multi-step transaction to become publicly traded[60]. - The Business Combination Agreement includes governance provisions and customary lock-up arrangements for Holdco shares[61]. - The transaction is structured to qualify as a tax-free reorganization under Section 351 of the U.S. Internal Revenue Code[61]. - The company engaged Gemini Valuation Services, LLC to provide a fairness opinion on the proposed transaction, concluding it is fair to CCTSF and its security holders[68]. - The company will rely solely on Tembo e-LV B.V. for its future performance post-combination, indicating a lack of business diversification[70]. Shareholder Redemption and Liquidation - Shareholders may redeem their shares for their pro rata share of the trust account upon approval of the business combination[79]. - If the initial business combination is not completed, the company will redeem public shares at a per-share price based on the aggregate amount in the trust account, which is approximately $11.12 per share[88]. - The redemption process incurs a nominal fee of $45.00 charged by the transfer agent, which may be passed on to shareholders by their brokers[81]. - Shareholders can withdraw their redemption requests at any time up to the vote on the proposed business combination[83]. - The company will cease operations and liquidate if it cannot complete the initial business combination by the end of the combination period[85]. - The original sponsor and other initial shareholders have waived their rights to liquidating distributions from the trust account concerning their founders shares if the initial business combination fails[86]. - The company expects to fund costs associated with dissolution from $10,000 held outside the trust account and potentially up to $100,000 of accrued interest[87]. - There is no guarantee that the actual per-share redemption amount will not be substantially less than $11.12 due to potential creditor claims against the trust account[88]. - The company may face claims from creditors that could deplete the trust account, affecting the redemption price for shareholders[95]. - Shareholders will only receive funds from the trust account upon specific conditions, including the completion of the initial business combination or the inability to complete it by the deadline[96]. - If the initial business combination is not completed by the end of the combination period, the company will terminate its existence and distribute all amounts in its trust account[100]. - The anticipated redemption price for public shares is approximately $11.12 per share, including interest, which is net of taxes payable[102]. Compliance and Internal Controls - The company is required to evaluate its internal control procedures for the fiscal year ended December 31, 2024, as mandated by the Sarbanes-Oxley Act[112]. - The company may face increased costs and time commitments to achieve compliance with internal control requirements post-closing[112]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[113]. Competition and Conflicts of Interest - The company faces intense competition from entities with greater financial resources and local industry knowledge, which may limit its ability to acquire sizable target businesses[103]. - Certain executive officers and directors have fiduciary duties to other companies, which may create potential conflicts of interest during the business combination process[104].

Revenue Sources and Financial Performance - Iveda's revenue primarily comes from Iveda Taiwan, which specializes in deploying and integrating video surveillance systems, contributing significantly to the company's financial performance since its acquisition in April 2011[17]. - Revenue from five key customers accounted for approximately 67% of total revenue for the year ended December 31, 2024, with Chunghwa Telecom contributing 18%[82]. - Iveda Taiwan accounted for 85% and 87% of the company's total revenue for the years ended December 31, 2024 and 2023, respectively[85]. - Revenue from Taiwan operations was $5.2 million in 2024, a decrease of $0.5 million or 9% from $5.6 million in 2023, attributed to the timing of large project completions[194]. - Consolidated net revenue for the year ended December 31, 2024, was $6.0 million, a decrease of $0.5 million or 7% compared to $6.5 million in 2023[193]. Market Opportunities and Growth Potential - The global smart city platforms market is projected to grow at a CAGR of 9% from 2026 to 2032, increasing from USD 208.8 billion to USD 416.1 billion, indicating a strong market opportunity for Iveda's offerings[20]. - The global IoT market, valued at USD 308.97 billion in 2020, expanded by 23.1% that year and is expected to surge to USD 1,854.76 billion by 2028, highlighting the growth potential for Iveda's IoT solutions[20]. - The International Data Corporation (IDC) projects global spending on artificial intelligence will double from USD 50.1 billion in 2020 to over USD 110 billion in 2024, indicating a growing demand for Iveda's AI-driven solutions[21]. Product Offerings and Innovations - IvedaAI enables accurate search across dozens to thousands of cameras in less than 1 second, maximizing efficiency and reducing operational costs for users[24]. - Iveda's smart power solutions, including smart meters and lighting control systems, are designed for various applications in office buildings, schools, and smart city projects, enhancing energy management[32]. - IvedaCare, launched in November 2022, provides a suite of wireless health and wellness devices for real-time monitoring, fall detection, and medication reminders, targeting the elderly care market[47]. - Iveda's smart drones are equipped with AI-based software for autonomous operation, capable of performing various industrial, commercial, and military applications, enhancing operational efficiency[42]. - The company offers a comprehensive suite of IoT technologies, including AI intelligent video search technology and smart sensors, to improve public safety and operational efficiency in urban environments[35]. - Iveda's Cerebro platform integrates multiple systems for centralized management, providing a unified interface for monitoring and controlling city infrastructure[33]. - The company plans to license its CEREBRO platform and sell IoT hardware to service providers, creating dual revenue streams from hardware sales and monthly licensing fees[185]. - Iveda's smart power technology includes a comprehensive management platform, Cerebro, which integrates energy, security, and safety applications[181]. Financial Challenges and Losses - For the year ended December 31, 2024, the company incurred a net loss of approximately $3.7 million, following a net loss of $4.0 million for the year ended December 31, 2023, with accumulated losses totaling around $51 million[73]. - The company has generated accumulated losses of approximately $53 million since inception, raising substantial doubt about its ability to continue as a going concern[72]. - Consolidated loss from operations for 2024 was $4.1 million, an increase of $0.1 million or 2% compared to $4.0 million in 2023[201]. - Net loss for the year ended December 31, 2024, was $4.0 million, a slight improvement from a net loss of $4.1 million in 2023[205]. Operational Risks and Challenges - The company relies on third-party manufacturers and suppliers for all hardware components, which poses risks such as reduced control over delivery schedules and quality assurance[89]. - The timing of revenue can vary significantly due to lengthy evaluation periods by customers, particularly governmental ones[97]. - The company faces risks associated with operating in Taiwan, including economic downturns and political instability, which may adversely affect revenue[100]. - Recent geopolitical issues, such as the conflict in Ukraine, could adversely impact the company's results of operations and financial condition[102]. - The company may need to decrease prices to remain competitive against rivals with greater resources[94]. - The company is subject to risks from changes in U.S. trade policy, which could disrupt its supply chain and increase costs[107]. - The company may face difficulties in integrating acquired businesses, which could disrupt operations and adversely affect financial results[113]. - Compliance with U.S. and foreign export controls and trade sanctions could harm international sales and adversely affect revenue[109]. Internal Controls and Governance - As of December 31, 2024, the company concluded that its internal control over financial reporting was not effective due to inadequate controls related to change management within the technology supporting financial reporting[133]. - The company recognizes the importance of maintaining effective internal controls to prevent fraud and ensure reliable financial reporting[134]. - The company plans to engage external auditors and consultants to assess its internal cybersecurity programs and compliance with applicable standards[154]. Stock and Market Performance - The company's common stock experienced significant price volatility, with a high bid of $8.05 and a low bid of $1.27 in the fourth quarter of fiscal year 2024[164]. - The company has never declared or paid any cash dividends on its common stock and anticipates retaining future earnings for business development and expansion[137]. - There were approximately 2,808,071 shares of common stock outstanding as of December 31, 2024, held by 96 shareholders of record[166]. - The trading market for the company's common stock may decline if securities analysts do not publish adequate or favorable research about the company[147]. - The company has limited trading activity in its securities, raising concerns about the sustainability of a regular trading market for its common stock[165]. Liquidity and Cash Flow - Cash and cash equivalents decreased to $1.6 million in the U.S. segment and $1.0 million in the Taiwan segment as of December 31, 2024, down from $2.9 million and $1.8 million respectively in 2023[206]. - Net cash used in operating activities increased to $4.4 million in 2024 from $3.3 million in 2023, primarily due to the net loss and various operational expenses[207]. - Net cash provided by financing activities rose to $2.3 million in 2024, compared to $1.0 million in 2023, mainly from a $1.7 million direct offering of Common Stock[209]. - The company has limited liquidity and has not established a stable revenue source to cover operating costs, making future financing critical[211]. - Approximately $35 million in net operating loss carryforwards available for federal income tax purposes will begin to expire in 2025, with no benefits recognized in 2024 or 2023[210]. - Substantially all cash is deposited in three financial institutions, with potential exposure exceeding insurance limits in both the U.S. and Taiwan[212]. - Accounts receivable are unsecured, posing a risk of uncollectibility without requiring collateral from customers[213].