Financial Performance - For the year ended December 31, 2025, the company reported revenues of $9,522,109, a decrease of $1,898,159 (or 17%) compared to $11,420,268 for the year ended December 31, 2024, primarily due to slower sales driven by current market conditions [319]. - The cost of goods sold for the year ended December 31, 2025 was $9,719,861, a decrease of $1,820,044 (or 16%) compared to $11,539,905 for the year ended December 31, 2024, reflecting the direct relationship with decreased sales [319]. - The company reported a negative gross margin of $(197,752) for the year ended December 31, 2025, compared to a negative gross margin of $(119,637) for the year ended December 31, 2024, representing a decrease of $78,115 (or 65%) period over period [319]. - Net loss for 2025 was $34,325,289, a 95% increase from the net loss of $17,604,364 in 2024, primarily due to increased losses on debt extinguishment and settlement of liabilities [330]. - The company's accumulated deficit increased to $99,411,489 as of December 31, 2025, compared to $65,086,200 as of December 31, 2024 [331]. - The company's working capital deficit was $20,321,313 as of December 31, 2025, compared to a deficit of $8,940,226 as of December 31, 2024 [331]. Operating Expenses - Total operating expenses for the year ended December 31, 2025 were $14,564,675, an increase of $2,464,197 (or 20%) compared to $12,100,478 for the year ended December 31, 2024 [320]. - For the year ended December 31, 2025, consulting/payroll and other costs increased by $1,207,195 (or 59%) to $3,246,972 compared to $2,039,777 in 2024, primarily due to increased payroll expenses for the beer business and contract labor [321]. - Compensation expense for officers decreased to $531,251 in 2025 from $656,250 in 2024, reflecting stock compensation expenses related to prior year share issuances [322]. - Rental, warehousing, and outlet expenses decreased by $289,143 (or 62%) to $179,596 in 2025, attributed to cost-cutting measures related to leases and properties [323]. - Product development expenses dropped by $307,160 (or 80%) to $78,640 in 2025, due to reduced third-party development expenses for the beer business [324]. - Marketing and brand development expenses increased by $2,278,373 (or 97%) to $4,633,182 in 2025, driven by heightened marketing activities for the beer business [325]. - Administrative and other expenses decreased by $403,434 (or 7%) to $5,646,121 in 2025, mainly due to lower legal and professional fees compared to 2024 [326]. Strategic Investments - The company acquired a 19.01% ownership interest in Schmitty's for approximately $1.99 million, aligning with its expansion into the $10 billion smokeless category [303]. - The company issued 200,000 shares of Series D Convertible Preferred Stock valued at $1,500,000 to acquire a minority interest in RAEK Data, LLC, enhancing its operational influence [304]. - The company established American Rebel Beverages, LLC to conduct operations for its beer business, launching American Rebel Light Beer regionally in 2024 [313]. - The company is targeting the cannabis dispensary industry, designing safes tailored for inventory control, which is expected to be a significant growth segment [315]. - The company anticipates generating additional revenues from licensing fees as the American Rebel brand grows in popularity, although it currently does not generate material revenues from licensing [316]. - The company executed a promissory note for $11,700,000 payable to the seller of 218 3rd Avenue, with provisions for converting portions of the note into shares of Series D Convertible Preferred Stock [309]. Debt and Losses - The company incurred a loss on debt extinguishment of $13,965,771 in 2025, a significant increase of $15,629,070 (or 1099%) compared to the loss of $1,422,307 in 2024 [329].

Regulatory Approvals and Permits - The company has submitted applications for a commercial recovery permit and two exploration licenses covering a total area of 212,177 square kilometers in the Clarion Clipperton Zone (CCZ), estimated to contain approximately 1.639 billion wet tonnes of mineral resources, including 15.5 million tonnes of nickel, 12.8 million tonnes of copper, 2.0 million tonnes of cobalt, and 345 million tonnes of manganese [612][619]. - The U.S. Executive Order 14825 aims to expedite permitting processes under the Deep Seabed Hard Mineral Resources Act (DSHMRA) to support domestic supply chains for critical minerals derived from seabed resources [613][623]. - NOAA determined that TMC USA's consolidated application is in substantial compliance with applicable requirements, marking a key step in the regulatory process [636]. - The company maintains two ISA exploration contracts in the CCZ, ensuring compliance with contractual obligations while pursuing U.S. regulatory pathways for commercial production [614]. - The company is currently a pre-revenue entity and does not anticipate generating revenue until it receives a commercial recovery permit [650][663]. Financial Performance - The company reported a net loss of $319.8 million for the year ended December 31, 2025, compared to a net loss of $81.9 million in 2024, representing a 290% increase in losses [660]. - General and administrative expenses surged to $99.8 million in 2025, up 226% from $30.6 million in 2024, largely driven by a $63.7 million increase in share-based compensation [673][676]. - Exploration and evaluation expenses for 2025 were $40.3 million, a decrease of 20% from $50.6 million in 2024, primarily due to reduced mining and technological costs [673][674]. - The company has an accumulated deficit of approximately $951.3 million from inception through December 31, 2025 [660]. - Interest income rose to $2.8 million in 2025, compared to $0.2 million in 2024, due to a higher cash balance [681]. Capital and Financing Activities - The company secured a strategic investment of approximately $85.2 million from Korea Zinc, acquiring 19.6 million common shares at $4.34 per share [632]. - The company announced a registered direct offering for $37 million, selling 12,333,333 common shares at $3.00 per share [631]. - The company filed a registration statement to sell up to $100 million of securities, with an additional $100 million registration filed in November 2023 [689]. - The company entered into a 2024 Credit Facility allowing borrowing of up to $25 million, with interest rates based on the 6-month SOFR plus 4.0% per annum [693]. - The company raised gross proceeds of $19.9 million from the sale of 19,900,000 common shares and Class B Warrants in November 2024 [695]. Exploration and Resource Development - The NORI-D Prefeasibility Study declared the world's first mineral reserves for a seafloor polymetallic nodule project, demonstrating economic viability, while the TOML and NORI Initial Assessment provided a concept-level valuation for additional resources [610][618]. - The company holds exploration rights to polymetallic nodule areas in the CCZ through subsidiaries NORI and TOML, covering a total of 149,543 square kilometers [647][648][649]. - TMC USA submitted a consolidated application for an exploration license and commercial recovery permit, increasing the expected commercial recovery area from ~25,000 km² to ~65,000 km², with an estimated resource of 619 million tonnes of wet nodules [635]. - The company is working on developing a commercial offshore nodule collection system and assessing environmental impacts to initiate commercial production [616]. - The pilot nodule collection system is expected to have a targeted production capacity of up to 3.0 million tonnes of wet nodules per year, with costs expected to decrease as production scales up [716]. Environmental and Biodiversity Considerations - A peer-reviewed study confirmed that biodiversity impacts from test mining were confined to mined areas, with a 37% reduction in organisms and a 32% reduction in species richness [629]. - A peer-reviewed study indicated that the seafloor plume from test mining remains low and settles quickly, returning to background levels within 1-2 kilometers [630]. - The company is committed to reducing emissions and is exploring renewable energy options for its operations [654]. - Global inflation has increased exploration expenses, particularly due to high marine fuel prices and offshore labor costs [658]. Strategic Partnerships and Agreements - The company has strategic partnerships with key industry players, including Allseas and PAMCO, to advance the development of nodule processing and refining technologies [615]. - The revised Sponsorship Agreements with Nauru and Tonga ensure continuity benefits for both nations upon the commencement of commercial production under the U.S. regulatory regime [624][625]. - The Exclusive Vessel Use Agreement with Allseas grants exclusive use of the vessel "Hidden Gem" until December 31, 2026, with 4.15 million Common Shares issued in consideration [720]. - DGE has agreed to deliver 50% of the annual quantity of copper and nickel produced from nodules derived from the NORI Area to Glencore at London Metal Exchange referenced market pricing [721]. Management and Organizational Changes - Rutger Bosland joined the company as Chief Innovation and Offshore Technology Officer to lead offshore innovation and scale technologies for commercial production [626]. - The company appointed Michael Hess and Alex Spiro to its Board of Directors to strengthen its strategy for commercial recovery of polymetallic nodules [633].

Revenue Performance - Total revenue for fiscal year 2025 was $113.6 million, a 5% increase compared to $108.0 million in fiscal year 2024[6]. - Revenue from digital asset mining was $27.3 million for 2025, a 53% decrease compared to $58.6 million in the prior year[6]. - Revenue from cloud services was $68.8 million, a 50% increase compared to $45.7 million in the prior year[6]. - Revenue from colocation services was $8.9 million, a 555% increase from $1.4 million in the prior year[6]. - Revenue from ETH staking was $7.0 million, a 287% increase compared to $1.8 million in 2024[6]. Financial Losses - Net loss attributable to Bit Digital shareholders for fiscal year 2025 was $(80.3) million, or $(0.31) per diluted share[6]. - Adjusted EBITDA for fiscal year 2025 was $(24.9) million, compared to $73.0 million in fiscal year 2024[6]. Asset Holdings - As of December 31, 2025, cash and cash equivalents totaled $118.4 million, compared to $95.2 million as of December 31, 2024[14]. - Total digital assets were $415.7 million as of December 31, 2025, compared to $161.4 million as of December 31, 2024[14]. - As of December 31, 2025, Bit Digital held approximately 138,263 ETH, or ~89% of total holdings, actively staked[9].

Market Conditions - The Baltic Dry Index (BDI) has shown significant volatility, declining from an all-time high of 11,793 in May 2008 to a low of 290 in February 2016, representing a decline of approximately 98%[33]. - As of March 25, 2026, the BDI was reported at 2,001, indicating ongoing fluctuations in the dry bulk charter market[33]. - The dry bulk market remains significantly below historic highs, adversely affecting earnings, revenue, and profitability, as well as compliance with loan covenants[33]. - Recent geopolitical events, including the war in Ukraine, have resulted in increased freight market volatility and uncertainty in shipping operations[34]. - The company faces risks from an oversupply of dry bulk vessel capacity, which may depress charter rates and vessel values[29]. - Demand for dry bulk vessels has decreased, leading to limited employment opportunities and charterers seeking to renegotiate existing time charter rates[35]. - The dry bulk shipping industry is facing widespread loan covenant defaults due to a substantial decrease in vessel values, with some operators declaring bankruptcy[35]. - The global economy is impacted by various geopolitical tensions, including the wars in Ukraine and Israel, which may adversely affect shipping demand and operations[48]. - The market supply of dry bulk vessels has increased due to high levels of new deliveries, with the orderbook extending up to 12.6% of the existing fleet as of March 2026[44]. Financial Risks - The company is almost entirely dependent on index-linked charters, making it vulnerable to decreases in spot freight charter rates[29]. - Rising fuel prices and worldwide inflationary pressures could negatively impact the company's results of operations and cash flows[29]. - Seasonal fluctuations in revenues could affect the company's operating results and ability to service debt or pay dividends[29]. - The company is exposed to U.S. dollar and foreign currency fluctuations, which could harm reported revenue and results of operations[30]. - Economic conditions, including rising inflation and higher interest rates, could negatively impact the company's financial condition and ability to pay dividends[47]. - The volatility of spot charter rates and dry bulk charter indices poses a risk to the company's financial performance, as rates may decline below operating costs[42]. - An oversupply of dry bulk vessel capacity could materially decline charter rates, adversely affecting the company's profitability and cash flows[46]. - The company may incur significant costs due to sulfur regulations aimed at reducing air pollution from ships[30]. - The company may incur impairment losses if vessel values decline, impacting financial results and compliance with loan covenants[113]. - Significant debt levels may impair the company's ability to obtain additional financing for working capital, capital expenditures, or acquisitions[119]. Geopolitical and Regulatory Challenges - The U.S. government announced a baseline tariff of 10% on products imported from all countries in April 2025, with additional tariffs on countries with significant trade deficits, impacting shipping demand[53]. - The U.S. Trade Representative enacted fees targeting Chinese-owned vessels entering U.S. ports, starting at $50 per net ton in October 2025 and increasing to $140 per net ton by 2028[56]. - A separate fee for Chinese-built vessels entering U.S. ports will start at $18 per net ton in October 2025, increasing to $33 per net ton by 2028[57]. - The implementation of new port fees by the U.S. and retaliatory fees by China could significantly increase operating costs for vessels calling at U.S. or Chinese ports[60][62]. - Political instability and international conflicts, including the war in Ukraine, have disrupted supply chains and caused volatility in shipping freight rates, potentially affecting financial conditions[65]. - The ongoing geopolitical tensions may lead to further economic sanctions and trade tariffs, impacting the markets in which the company operates[66]. - Increased operational costs due to rerouting vessels away from conflict zones, such as the Red Sea, may result in higher revenues but also increased insurance costs[69]. - Ongoing geopolitical conflicts, including the war in Ukraine and tensions in the Middle East, may lead to increased economic instability and adversely affect the company's financial condition[70]. Environmental and Compliance Issues - Regulatory measures aimed at reducing greenhouse gas emissions, such as the IMO's sulfur cap and the EU's Emissions Trading Scheme, may impose substantial compliance costs on the company[79][81]. - The EU's FuelEU Maritime Regulation requires a 2% reduction in greenhouse gas intensity of fuel used by covered vessels starting January 1, 2025, with further reductions planned[82]. - Climate change and public concern about its impact may reduce demand for certain cargoes, such as coal, which could adversely affect the company's operations[83]. - The company has implemented measures to improve energy efficiency and reduce CO2 emissions, including trials of biofuels and installation of scrubbers on vessels[89]. - Compliance with sulfur regulations has required retrofitting vessels, with nine vessels equipped with scrubbers and twelve using low sulfur fuel, potentially incurring significant costs[96]. - The company is subject to various environmental laws and regulations that could require significant expenditures and affect cash flows and net income[97]. - Compliance with ballast water discharge regulations may incur substantial costs, impacting profitability, as all vessels have installed treatment systems[99]. - Future climate-related disclosure rules could impose significant compliance costs, adversely affecting future performance and financial position[90]. Operational Challenges - The company faces inherent risks in operating ocean-going vessels, which could result in increased costs or lower revenues due to various factors such as crew illness, environmental accidents, and litigation[71]. - Fuel price increases significantly impact profitability, with recent geopolitical tensions causing volatility in energy markets and potential future cost increases due to new regulations[73]. - Worldwide inflationary pressures have led to increased operating costs and could adversely affect cash flows and the ability to raise charter rates to offset these costs[76]. - Seasonal fluctuations in demand for shipping services may result in quarter-to-quarter volatility in operating results, particularly affecting vessels employed on index-linked charters[78]. - Labor disruptions due to collective bargaining agreement failures could adversely affect operations and earnings[109]. - The company relies on third-party managers for technical and crew management, and any failure in their performance could negatively impact operations[154]. - The operation of vessels carries inherent risks, including damage or loss due to various unforeseen events, which could adversely affect cash flow[141]. - The company may face unexpected repair costs for vessels, which could decrease earnings and reduce future dividends[142]. Financial Management and Shareholder Issues - The company generates all revenues and incurs most operating expenses in U.S. dollars, but general and administrative expenses are incurred in other currencies, primarily the euro, which may affect net income due to currency fluctuations[143]. - The company maintains cash with a limited number of financial institutions, primarily in Europe, which exposes it to credit risk[144]. - The company is a holding company and relies on subsidiaries to distribute funds for financial obligations and dividends, which may be affected by loan covenants and local laws[146]. - The company operates in a highly competitive international shipping industry, facing competition from larger companies with greater resources, which could adversely affect operational results[148]. - The company has been involved in legal proceedings, including a shareholder lawsuit that was dismissed, but such litigation can be costly and time-consuming, potentially affecting financial condition[150]. - Management fees are payable to managers regardless of profitability, which could adversely affect the company's financial condition[159]. - The company may issue additional common shares or equity securities without shareholder approval, potentially diluting existing shareholders' ownership interests[178]. - The company has entered into an ATM Sales Agreement to issue and sell up to $25.1 million of common shares, which could impact share value[179]. - The company may not have the surplus or net profits required by law to pay dividends, and the declaration of dividends is at the discretion of the board of directors[188]. - The Series B Preferred Shares have superior voting rights, allowing their holders to control 49.99% of the voting power, which may limit common shareholders' influence[190][191]. Strategic Developments - The company currently owns or finances 18 Capesize vessels and two Newcastlemax dry bulk vessels, with five newbuilding vessels under construction[127]. - The company has five newbuilding vessels under construction, including four Capesize and one Newcastlemax, while agreeing to sell one Capesize vessel[208]. - The company agreed to acquire two Capesize bulk carriers in 2024 for $33.7 million and $35.6 million, funded with cash on hand and leaseback arrangements[219][220]. - A strategic partnership was established under the SAFeCRAFT Project to utilize Sustainable Alternative Fuels, aiming for a 26% reduction of CO2eq emissions over 48 months[214]. - The board authorized a repurchase plan allowing for the purchase of up to $25.0 million of common shares, convertible notes, and warrants until December 31, 2025[216]. - An ATM Sales Agreement was entered into to issue and sell up to $30 million of common shares, with 577,219 shares sold at an average price of $8.57 per share, resulting in gross proceeds of $4.9 million[217].

Financial Performance - For the year ended December 31, 2025, the company generated $151.8 million in revenue, a decline of approximately 15.8% compared to $180.4 million in 2024[19] - For the year ended December 31, 2025, the company reported approximately $152 million in revenue, a decline of approximately 15.8% compared to $180 million in 2024[34] - Average revenue per case in 2025 was $12,809, with a requirement for 100% private pay upfront, eliminating reimbursement risk[32] - Selling expenses for 2025 were approximately $36.9 million, representing about 24.3% of total revenue[52] - Customer acquisition costs were approximately $3,114 per customer in 2025[52] - Total advertising costs for 2025 were $27.3 million, with approximately 90% allocated to digital advertising[51] Market Dynamics - The addressable market for body fat reduction procedures was estimated to be $11 billion in 2022, with a projected compound annual growth rate of 9% through 2027[20] - The increasing use of weight-loss drugs may lead to higher demand for body contouring and skin tightening procedures, indicating a shift in market dynamics[21] - Increased market acceptance of weight-loss drugs may lead to higher demand for body contouring and skin tightening procedures, although long-term impacts remain uncertain[21] - The company aims to enhance brand awareness and attract new patients, capitalizing on the growing acceptance of body contouring and cosmetic treatments[35] Operational Scale and Innovation - The company performed 11,852 body contouring procedures in 2025, showcasing its operational scale and market presence[18] - The introduction of new procedures, such as AirSculpt + and AirSculpt Smooth, reflects the company's commitment to innovation in body contouring[18] - In fiscal year 2025, the company focused on new product innovation, including the introduction of new services like the skin tightening procedure and the Hip Flip® and CankCure®[35] - The proprietary AirSculpt method allows for minimally invasive fat removal and skin tightening, differentiating the company from traditional procedures[25] - The AirSculpt procedure is designed to be minimally invasive, requiring no needle, scalpel, stitches, or general anesthesia, which differentiates it from traditional liposuction[38] Geographic Presence - The company operates 31 centers across 20 U.S. states and Canada, enhancing its geographical reach and patient access[18] - As of March 31, 2026, the company operates 31 centers across 20 U.S. states and Canada, generating an average revenue per case of $12,809 in 2025[32] - The company aims to expand its footprint with over 200 potential locations identified in North America, although new center openings are currently on hold to improve liquidity[37] - The company’s centers typically range from 3,000 to 5,000 square feet and are staffed by independent surgeons and support personnel, operating six days a week[49] Human Resources and Talent Acquisition - Surgeons at the company are compensated competitively, often earning more than the average full-time salary in private practice, which aids in attracting top talent[30] - The company employs approximately 330 full-time employees and 33 part-time employees, with contracts with about 90 surgeons as of December 31, 2025[74] - Each Professional Association contracts with surgeons, who are paid a percentage of the professional fees collected, typically ranging from 40% to 60%[62] - The company faces competition for high-quality surgeons and professionals in the body contouring and cosmetic surgery industry[64] Compliance and Regulatory Environment - The company has structured its operations to comply with healthcare laws and regulations, but acknowledges potential risks from evolving interpretations of these laws[67] - The company acknowledges the potential impact of regulatory changes on its business structure and operations[67] - The company operates under strict state laws that prohibit non-physicians from practicing medicine, which could impact its operational structure[71] - The company emphasizes the importance of maintaining necessary licenses and accreditations for its centers to operate profitably[69] - The company seeks accreditation from The Joint Commission for all its centers, demonstrating its commitment to safety and quality in patient care[69] Marketing and Customer Engagement - The company plans to optimize marketing investments to enhance efficiency and drive sustainable revenue growth through data-driven insights[53] - The company generated over 625,000 monthly website visits through optimized digital marketing efforts[37] - Approximately 50% of cases in 2025 involved patients securing third-party financing, enhancing affordability and customer accessibility[54] - Approximately 50% of cases in 2025 involved patients securing third-party financing, indicating a focus on expanding consumer financing options[54] Intellectual Property - The company's patent portfolio includes multiple issued and pending patents, underscoring its focus on protecting innovative technologies in body contouring[28] - The company has a patent portfolio consisting of two issued U.S. utility patents and one pending application, with expectations for patents to expire in 2033 or later[55] - The company’s patent portfolio includes two issued U.S. utility patents and several pending applications, supporting its proprietary technology in body contouring[28] Business Structure and Agreements - The company has entered into long-term Management Services Agreements (MSAs) with Professional Associations, typically with an initial term of 10 years, which automatically renew for successive 5-year terms[63] - The company has established Continuity Agreements with Surgeon Owners to ensure operational stability and continuity within its Professional Associations[65] - The company has entered into Continuity Agreements to ensure the stability of Professional Associations, which include provisions for ownership transfer under specific circumstances[65] Company History - The company was founded in 2012 and reorganized in 2018, completing its IPO on October 28, 2021[77]

Financial Performance - For the fiscal year 2025, net revenues decreased by $2.6 million, or 14.8%, to $15.1 million compared to $17.8 million in 2024, attributed to delayed start dates of new contracts and a focus on more profitable business [209]. - Cost of revenues for 2025 was approximately $13.5 million, down from $14.1 million in 2024, reflecting the decrease in revenues [210]. - Gross profit for 2025 was $1.6 million, with a gross profit percentage of 10.7%, compared to $3.6 million and 20.5% in 2024 [208]. - Total operating expenses surged to $25.0 million in 2025, significantly higher than $1.2 million in 2024, primarily due to business combination expenses and increased SG&A costs [208]. - Business combination expenses in 2025 amounted to $11.9 million, resulting from the merger with Western Acquisition Ventures Corp [214]. - Interest income increased to $27,538 in 2025 from $20,211 in 2024, due to changes in the balance of interest-earning assets [215]. - Interest expense rose to $1.8 million in 2025 from $1.2 million in 2024, reflecting changes in underlying debt instruments [216]. - A net gain of $1.2 million on debt settlement was recorded in 2025, resulting from the conversion of debt to equity instruments at a lower fair market value [217]. - As of December 31, 2025, the company had $5.3 million in cash and cash equivalents, indicating sufficient liquidity for operational needs in the coming years [218]. Business Growth and Strategy - As of December 31, 2025, Cycurion reported a committed backlog of approximately $80.0 million, up from $16.0 million in 2024, indicating significant growth in contractually committed orders [56]. - Cycurion's growth strategy is driven by organic business solutions and strategic acquisitions of cybersecurity services and technology providers, emphasizing a dual approach to expansion [24]. - The company has integrated SLG Innovation, Inc. to expand its footprint in public-sector IT modernization, enhancing its service offerings [21]. - The company serves a diverse range of industries, including government, healthcare, and higher education, leveraging its extensive experience to meet sector-specific IT needs [55]. - The company has expanded its partnership with AgileBlue, an AI-powered security operations platform provider [66]. - The Cycurion Security Platform, which integrates technology assets from Sabres, is expected to enhance service offerings and support commercial business expansion [205]. Client and Revenue Concentration - Purchases from the four largest end-customers accounted for approximately 64.5% of total revenue in 2025, compared to 63.8% in 2024, highlighting a strong reliance on key clients [55]. - The company was awarded a $22 million multi-year contract for a criminal justice case management system and a $6 million contract by a major municipal agency [64][65]. - The company expects to generate approximately $1.35 million in combined revenue from two new contract awards in 2026, including $1.165 million in new annual recurring revenue [78]. Operational Challenges and Risks - The competitive landscape for cybersecurity and IT services is intense, with competitors having greater financial and technical resources, which could adversely affect revenue and operating results [86]. - The government contracting process is lengthy and complex, making revenue difficult to predict due to potential delays from funding uncertainties and protests by unsuccessful bidders [88]. - Government contracts are often structured as indefinite delivery/indefinite quantity (IDIQ) contracts, which do not guarantee a minimum amount of services, leading to unpredictability in revenue streams [89]. - Approximately half of U.S. states have proposed state-level efficiency initiatives that could impact existing contracts and new engagements, leading to potential delays in contracting backlog [85]. - The company faces a significant shortage of qualified cybersecurity personnel, particularly those with government security clearances, which could hinder its ability to scale operations rapidly [109]. - The company faces risks from potential intellectual property infringement claims, which could result in significant costs and harm its reputation [132]. - The company may not have adequate insurance coverage for all business risks, exposing it to significant uninsured liabilities [133]. - Changes in government contracting regulations could reduce contract opportunities, impacting the company's competitive dynamics in the market [131]. Corporate Governance and Compliance - The company has retained an experienced leadership team despite growth through acquisitions, focusing on attracting and developing talent [60]. - The Board of Directors receives periodic updates on cybersecurity matters, integrating risk oversight into the company's broader enterprise risk management processes [165]. - The company is subject to heightened data protection obligations due to its provision of cybersecurity services to government clients, with potential penalties for compliance failures [129]. - The company has received deficiency notices from Nasdaq regarding its failure to meet minimum bid price and market value requirements, which could lead to delisting [111]. - The common stock price has been below the $1.00 minimum closing bid price for 30 consecutive business days, triggering a compliance period to regain compliance [113]. - A reverse stock split was executed on October 27, 2025, reducing the number of outstanding shares from approximately 86.5 million to about 2.9 million [115]. - The company regained compliance with Nasdaq's minimum bid price requirement on November 11, 2025, allowing its securities to continue trading without interruption [117]. - The company qualifies as an "emerging growth company," allowing it to take advantage of certain exemptions from disclosure requirements, potentially making its securities less attractive to investors [138]. Shareholder Matters - The company plans to distribute a special dividend valued at $500,000 in the form of its common stock to shareholders of record as of December 15, 2025 [68]. - On November 25, 2025, the company announced a one-time, pro-rata dividend distribution of $500,000 worth of its own shares to shareholders [176]. - The company has not repurchased any of its common stock during the year ended December 31, 2025 [181]. - Future sales by existing stockholders under registration rights may depress the market price of the company's shares [123]. - The company may experience immediate and substantial dilution from future equity issuances, affecting ownership percentages [125]. - The trading market for the company's common stock is influenced by analysts' reports, and negative coverage could lead to a decline in share price and trading volume [143]. Technology and Innovation - The company is investing in the development of its AI-enhanced ARx platform, but there is no assurance of broad commercial acceptance or recovery of development costs [97]. - The integration of artificial intelligence into products introduces new risks, including regulatory compliance challenges and potential operational impacts [98]. - Cycurion formed Cycurion Crypto in July 2025 to manage a crypto treasury as part of its strategic initiative in the digital asset ecosystem [192]. - Cycurion's managed security services include 24/7 monitoring, threat detection, and incident response, which are critical for safeguarding clients against cyber threats [34]. - The Cycurion ARx platform offers a comprehensive cybersecurity solution, including Geo Gate Protection, DoS Protection, and Endpoint Protection, aimed at enhancing web application security [50].

Financial Performance - For the year ended December 31, 2025, net revenues decreased by $2.6 million, or 14.8%, to $15.1 million compared to $17.8 million in 2024, attributed to delayed start dates of new contracts and a focus on more profitable business[209] - The cost of revenues for 2025 was approximately $13.5 million, a decrease from $14.1 million in 2024, driven by lower service delivery costs due to decreased revenues[210] - Gross profit for 2025 was $1.6 million, with a gross profit percentage of 10.7%, down from $3.6 million and 20.5% in 2024[208] - Total operating expenses surged to $25.0 million in 2025, compared to $1.2 million in 2024, primarily due to business combination expenses and increased SG&A costs[208] - The company reported an operating loss of $23.4 million for 2025, contrasting with an operating income of $2.4 million in 2024[208] - Interest income increased to $27,538 in 2025 from $20,211 in 2024, reflecting changes in the balance of interest-earning assets[215] - Interest expense rose to $1.8 million in 2025 from $1.2 million in 2024, attributed to underlying debt instruments[216] - A net gain of $1.2 million on debt settlement was recorded in 2025 due to the conversion of debt to equity instruments at a lower fair market value[217] - As of December 31, 2025, the company had $5.3 million in cash and cash equivalents, indicating sufficient liquidity for operating requirements in the coming fiscal years[218] Business Growth and Strategy - As of December 31, 2025, Cycurion reported a committed backlog of approximately $80.0 million, up from $16.0 million in 2024, indicating significant growth in contractually committed orders[56] - The company has integrated SLG Innovation, Inc. to expand its footprint in public-sector IT modernization, enhancing its service offerings[21] - The company emphasizes organic growth through business solutions and strategic acquisitions of cybersecurity services and technology providers[24] - Cycurion's cybersecurity solutions target federal government agencies and commercial clients, driving growth through organic solutions and strategic acquisitions[190] - The integration of technology assets from Sabres into the Cycurion Security Platform is expected to enhance service offerings and support commercial business expansion[205] Client and Revenue Concentration - Purchases from the four largest end-customers accounted for approximately 64.5% of total revenue in 2025, compared to 63.8% in 2024, highlighting a strong reliance on key clients[55] - The company serves a diverse range of industries, including government, healthcare, and higher education, with a focus on providing tailored IT solutions[55] Contracts and Backlog - The company has a current backlog of $69 million, with an additional $4.6 million in new contracts expected to generate revenue over the next year, totaling $73.6 million[69][70] - The company was awarded a $22 million multi-year contract for a criminal justice case management system and a $6 million contract by a major municipal agency[64][65] - The company has been awarded a $1.1 million contract to modernize legacy data systems for a large county-level public guardian office[73] Operational Challenges - The company has experienced a decline in revenue due to the conclusion of certain key government contracts during fiscal year 2025[81] - The government contracting process is lengthy and complex, with delays due to funding uncertainties and protests, making revenue difficult to predict[88] - Government contracts are often structured as indefinite delivery/indefinite quantity (IDIQ) contracts, which do not guarantee minimum service orders, leading to unpredictability in revenue streams[89] - Approximately half of U.S. states have proposed state-level efficiency initiatives that could impact existing contracts and new engagements, leading to potential delays in contracting backlog[85] Financial Health and Risks - The company has a net working capital deficit and accumulated deficit, raising substantial doubt about its ability to continue as a going concern[100] - The company has significant indebtedness, which could adversely affect its financial condition and limit operational flexibility[102] - The company may need to increase compensation levels to attract and retain qualified personnel, which could adversely affect operating margins[110] - The company does not maintain key-person life insurance on its executive officers, which poses a risk if key personnel leave[110] - The company may experience immediate and substantial dilution of ownership due to future equity issuances[125] - The company may not have adequate insurance coverage, exposing it to significant uninsured liabilities that could adversely affect cash position and operations[133] Market and Competitive Landscape - The competitive landscape for cybersecurity solutions remains intense, with Cycurion facing established and emerging vendors in the market[51] - The competitive landscape for cybersecurity and IT services is intense, with competition from large defense contractors and specialized firms, which may affect revenue and operating results[86] - Changes in government contracting regulations could reduce contract opportunities, impacting competitive dynamics in the market[131] Cybersecurity and Compliance - Cycurion's managed security services include 24/7 monitoring, threat detection, and incident response, which are critical for safeguarding clients against cyber threats[34] - The company is subject to various data privacy and security obligations, including compliance with the CCPA and EU GDPR[58] - The company is subject to heightened data protection obligations due to its provision of cybersecurity services to government clients, with potential penalties for compliance failures[129] - The company's cybersecurity program aligns with industry standards and includes measures for risk assessment, incident response, and employee training[145][148] - The Board of Directors receives periodic updates on cybersecurity risks and management activities, integrating cybersecurity oversight into broader risk management processes[165] Stock and Shareholder Matters - The company plans to distribute a special dividend valued at $500,000 in the form of its common stock to shareholders of record as of December 15, 2025[68] - The company has entered into a stock-for-stock exchange agreement with iQSTEL, involving $1 million worth of common stock from each party[68] - The company has received deficiency notices from Nasdaq regarding its failure to meet minimum bid price and market value requirements, which could lead to delisting[111] - The common stock price has experienced substantial volatility since trading began on Nasdaq, which may continue to fluctuate significantly due to various external factors[121] - A reverse stock split was executed on October 27, 2025, reducing the number of outstanding shares from approximately 86.5 million to about 2.9 million[115] - The company regained compliance with Nasdaq's minimum bid price requirement on November 11, 2025, allowing its securities to continue trading without interruption[117] - Future sales by existing stockholders under registration rights may depress the market price of the company's shares[123] - FINRA's sales practice requirements may limit stockholders' ability to buy and sell common stock, potentially adversely affecting the market for shares[130] Strategic Partnerships and Innovations - The company has partnered with AgileBlue, an AI-powered security operations platform provider, to enhance its service offerings[66] - Cycurion Crypto was formed in July 2025 to position the company within the digital asset ecosystem[192] - The company announced a strategic business reorganization aimed at enhancing operational agility and long-term growth[76] - The integration of artificial intelligence introduces new risks, including regulatory compliance challenges and potential operational impacts[98] - The company’s growth strategy relies on acquisitions, which involve integration risks and the potential for unforeseen liabilities[106] - Strategic partnerships and international expansion expose the company to various business risks, including regulatory challenges and geopolitical instability[108] Legal and Regulatory Risks - Accusations of intellectual property infringement could result in significant costs and harm the company's reputation, diverting management's attention[132] - The company incurs significant costs related to legal, accounting, and compliance obligations as a public company, which may increase over time[137] - Changes in effective tax rates or adverse outcomes from tax audits could negatively impact the company's financial condition and operating results[139] - Macroeconomic conditions, including inflation and rising interest rates, could adversely affect the company's revenue, margins, and overall financial performance[142]

Financial Performance - 2025 revenue increased by 95% year-over-year to $819 thousand, up from $420 thousand in 2024[8] - Gross margin for 2025 was 92.3%, compared to 90.0% in 2024[8] - Net loss for 2025 was $17.2 million, with $7.8 million being non-cash, compared to a net loss of $16.6 million in 2024, of which $7.5 million was non-cash[8] - In Q4 2025, revenue increased by 60% to $238 thousand, compared to $148 thousand in Q4 2024[16] - Q4 2025 gross margin was 91.6%, down from 92.6% in Q4 2024[16] Customer Growth and Market Expansion - The company added 32 new customers across the VIVO and LockeT platforms in 2025[5] - The acquisition of Flyte, a regional air mobility company, was completed to expand into a new market segment[3][6] - The company received CE Mark for LockeT in April 2025 and achieved first commercial sales in Europe[5] Strategic Outlook - Management believes the company is well-positioned for growth entering 2026 with two distinct business segments: medical devices and aviation[7] - The company is evaluating strategic alternatives across business segments to enhance valuation and investor visibility[9]

Exhibit 99.1 Catheter Precision Reports 2025 Results and Updates on Strategic Expansion Clinical, Commercial and Regulatory Milestones Achieved in 2025 Establish a Strong Foundation in Life Sciences as Revenue Increases 95% Year Over Year Acquisition of Flyte and Strengthened Capital Position Unlock Multi-Segment Growth Strategy with Multiple Near-Term Catalysts FORT MILL, S.C., March 31, 2026 – Catheter Precision, Inc. (NYSE American: VTAK) ("VTAK" or the "Company"), a U.S.- based innovative medical device ...

Financial Performance - Kodiak Sciences reported a net loss of $56.7 million for Q4 2025, compared to a net loss of $44.1 million in Q4 2024, with a loss per share of $1.04[14]. - The net loss for the year ended December 31, 2025, was $230.0 million, compared to a net loss of $176.2 million in 2024[35]. - Cash and cash equivalents as of December 31, 2025, were $209.9 million, an increase from $168.1 million in 2024, indicating improved liquidity[36]. - Total assets increased to $351.5 million as of December 31, 2025, compared to $335.6 million in 2024, reflecting growth in the company's financial position[36]. - Kodiak's accumulated deficit reached $1.56 billion as of December 31, 2025, up from $1.33 billion in 2024, highlighting ongoing investment in R&D[36]. Research and Development - Research and development (R&D) expenses for Q4 2025 were $45.5 million, up from $31.8 million in Q4 2024, driven by increased clinical activities[15]. - R&D expenses for the full year 2025 totaled $182.4 million, compared to $126.1 million in 2024, reflecting increased clinical activities[16]. - Research and development expenses for the year ended December 31, 2025, were $182.4 million, up from $126.1 million in 2024, reflecting increased investment in clinical programs[35]. - KSI-501 is designed to provide high immediacy and durability in treating retinal vascular diseases, with a focus on addressing unmet needs in the market[27]. Clinical Trials and Studies - The GLOW2 Phase 3 study showed that 62.5% of Zenkuda-treated patients achieved a ≥2-step improvement in diabetic retinopathy severity score (DRSS), compared to 3.3% in the sham group[9]. - Zenkuda demonstrated an 85% risk reduction in developing sight-threatening complications, with 2.4% of Zenkuda patients versus 15.8% of sham patients experiencing such complications[9]. - The Phase 3 DAYBREAK study for Zenkuda and KSI-501 aims to demonstrate non-inferiority in visual acuity gains compared to aflibercept, with topline data expected in Q3 2026[29][30]. - The company is advancing KSI-101 in Phase 3 studies, with topline results expected in Q4 2026 and Q2 2027[4]. Equity and Funding - Kodiak completed an equity offering in December 2025, issuing 8 million shares at $23.00 per share, resulting in net proceeds of $173.0 million[10]. Technology and Innovation - Kodiak's digital health initiatives include the development of an AI-powered wearable headset for retina care, reflecting a long-term strategy to integrate therapeutics and vision technologies[6]. - The company is exploring the development of an AI-powered wearable headset for applications in retina care, indicating a diversification of its technology portfolio[33]. - Kodiak aims to accelerate the timeline for a multi-indication BLA submission for Zenkuda, with expectations for future regulatory applications[33]. General and Administrative Expenses - General and administrative (G&A) expenses for Q4 2025 were $12.0 million, down from $14.4 million in Q4 2024, aided by sublease income[17].