Revenue and Profitability - Total revenues for Q4 2025 were $1.9 million, a slight increase from $1.8 million in Q4 2024, driven by higher product sales and grants revenue[4] - Gross profit margin improved to 24.2% in Q4 2025, up from 15.8% in Q4 2024, reflecting a better product mix[4] - Total revenue for the year ended December 31, 2025, was $4,793,942, a decrease of 9.3% compared to $5,286,229 in 2024[24] - The company reported a total comprehensive loss attributable to Nuvve Holding Corp. of $30,831,004 for the year ended December 31, 2025[26] Expenses and Losses - Cash operating losses decreased to $1.5 million in Q4 2025, down from $4.9 million in Q4 2024[4] - Selling, general and administrative expenses were reduced by 40.9% to $3.0 million in Q4 2025, compared to $5.1 million in Q4 2024[8] - Research and development expenses increased by 12.1% to $0.7 million in Q4 2025, up from $0.8 million in Q4 2024[9] - Net loss for Q4 2025 was $6.3 million, an increase of 23.7% from $5.1 million in Q4 2024[11] - The net loss attributable to Nuvve Holding Corp. for the year ended December 31, 2025, was $30,822,551, compared to a net loss of $17,397,603 in 2024, representing a 77.5% increase in losses[24] - Operating expenses for the year ended December 31, 2025, totaled $36,974,022, an increase of 43.5% from $25,746,660 in 2024[24] - The company reported a net loss of $31,548,988 for the year ended December 31, 2025, compared to a net loss of $17,426,412 in 2024, indicating a significant increase in losses[28] Assets and Liabilities - Total current assets increased to $11,034,514 as of December 31, 2025, compared to $9,275,117 in 2024, reflecting a growth of 18.9%[22] - Total liabilities decreased to $14,862,538 as of December 31, 2025, from $18,087,459 in 2024, a reduction of 17.5%[22] - Cash and cash equivalents were not explicitly stated but are part of the total assets of $17,393,081 as of December 31, 2025[22] Cash Flow and Financing - Net cash used in operating activities was $16,627,127 in 2025, slightly higher than the $15,734,334 used in 2024[28] - The company generated $21,196,561 in net cash from financing activities in 2025, up from $14,462,917 in 2024, reflecting increased financing efforts[28] - Cash and restricted cash at the end of 2025 totaled $5,787,250, a substantial increase from $691,497 at the beginning of the year[28] - Proceeds from the issuance of common stock offerings, including pre-funded warrants, amounted to $5,509,874 in 2025, compared to $8,502,086 in 2024[28] - The company recorded a conversion of notes and accrued interest to common shares valued at $8,903,712 in 2025[28] Inventory and Impairment - Inventory impairment charge of $3.47 million was recognized due to non-conforming 125 kW V2G DC Chargers[7] - The company reported an inventory impairment loss of $3,469,895 for the year ended December 31, 2025[24] - The company incurred an inventory impairment loss of $3,469,895 in 2025, which was not present in 2024[28] Future Strategy - Future business strategy focuses on stationary storage aggregation services, with an increased pipeline and backlog anticipated[3] Management Metrics - Megawatts under management increased by 7.2% from Q3 2025 to 28.3 megawatts, but decreased by 7.8% compared to Q4 2024[14] - The weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders was 407,435 for the year ended December 31, 2025[24] - The company incurred a net interest expense of $1,955,781 for the year ended December 31, 2025[24] - Cash paid for interest increased to $1,654,799 in 2025 from $563,345 in 2024, indicating higher borrowing costs[28] - The company reported a fair value of warrants issued for cryptocurrency strategy consulting services amounting to $8,194,000 in 2025[28]

Reserves and Production - As of December 31, 2025, PEDEVCO Corp. reported total proved reserves of 22,986.3 Mbbl of oil, 28,783.5 MMcf of gas, and 4,340.6 Mbbl of NGL[1]. - The company reported a total of 1.5 billion barrels of proved reserves, with an increase of 10% compared to the previous year[26]. - Probable reserves are estimated at 500 million barrels, indicating a 20% increase from last year's estimates[30]. - Possible reserves are assessed at 300 million barrels, reflecting a 15% growth in potential recoverable resources[35]. - The total estimated reserves (proved plus probable plus possible) stand at 2.3 billion barrels, with a 12% increase year-over-year[39]. - The company expects to achieve a recovery rate of 60% for proved reserves, which is an improvement from the previous rate of 55%[33]. - Future projects are anticipated to add an additional 200 million barrels to the proved reserves by 2028[26]. - The company has successfully implemented enhanced oil recovery techniques in 3 reservoirs, leading to a 25% increase in estimated recoverable quantities[32]. Financial Performance - The net revenue from oil is estimated at $1,446,353.0 million, gas at $87,448.1 million, and NGL at $111,875.5 million[1]. - The net operating income (before federal income taxes) is forecasted to be $674,838.3 million[1]. - The discounted future net cash flow at a 10% rate is calculated to be $357,701.2 million[1]. Costs and Pricing - Future production costs are projected to be $533,824.0 million, while future development costs are estimated at $264,866.2 million[1]. - The base SEC oil price for December 31, 2025, was $65.34 per barrel, and the gas price was $3.387 per MMBTU[4]. - Adjusted net realized prices are estimated at $62.922 per barrel for oil and $3.038 per MCF for gas[5]. Development and Compliance - The evaluation includes 49 proved undeveloped (PUD) locations in Colorado, five in New Mexico, and 17 in Wyoming, targeting various reservoirs[9]. - The report confirms that PEDEVCO has the necessary staffing and financial backing to execute its development plans[9]. - The reserve classifications and economic considerations conform to SEC guidelines, ensuring compliance with regulatory standards[7]. - The company has secured all necessary permits and financing for upcoming development projects, ensuring a smooth transition into production phases[26]. - The legal right to produce from all identified reserves has been confirmed, supporting the company's operational strategy[26]. - The company is exploring potential acquisitions to expand its reserve base, targeting regions with high geological potential[26].

Financial Overview - The fiscal year ends on December 31st, with quarterly results reported for March 31st, June 30th, September 30th, and December 31st[31]. - Total revenues for 2025 reached $45,751,000, a 15.6% increase from $39,553,000 in 2024 and a 48.6% increase from $30,784,000 in 2023[173]. - Total oil production in 2025 was 672,924 Bbls, up 36.6% from 492,396 Bbls in 2024 and 76.0% from 382,794 Bbls in 2023[173]. - The average production cost per Boe in 2025 was $11.62, an increase from $10.36 in 2024 and $8.98 in 2023[173]. - For the year ended December 31, 2025, the Company incurred $239.2 million in capital additions, with $204.6 million related to Mergers and $34.0 million for completion operations[194]. Capital Expenditures and Financing - The company plans to allocate estimated capital expenditures for 2026 between $16 million to $20 million, with approximately $10 million to $13 million for optimization projects on newly acquired assets[105]. - The company has an initial borrowing base of $120 million and a maximum revolving credit amount of $250 million, with $98 million drawn down to date[109]. - The Amended and Restated Credit Agreement has a maturity date of October 31, 2029, with an initial borrowing base of $120 million and a maximum revolving credit amount of $250 million[118]. - The Company drew $87 million under the A&R Credit Agreement, with an additional $6 million and $5 million borrowed in January and February 2026, respectively, totaling $98 million outstanding[120]. - The PIPE Financing raised $35 million in net proceeds, used to pay off certain liabilities of the Acquired Companies and expenses related to the Mergers[121]. Production and Operations - The company aims to grow production, cash flow, and reserves by developing its operated drilling inventory and participating in non-operated projects, leveraging its extensive inventory in key basins[106]. - The company plans to apply modern drilling and completion techniques to historically underdeveloped properties, enhancing production efficiency[106]. - The company serves as operator of 74 gross (66.9 net) wells in the D-J Basin and 140 gross (134.1 net) wells in the Powder River Basin, totaling 184 gross (79.4 net) wells in the D-J Basin and 156 gross (135.4 net) wells in the Powder River Basin as of December 31, 2025[149][158]. - The company drilled 36 productive development wells in 2025, compared to 27 in 2024 and 8 in 2023[182]. - The Company completed 32 wells in Q4 2025 and early Q1 2026, expected to drive near-term production increases[193]. Reserves and Acreage - As of December 31, 2025, the company's total estimated proved reserves were 32.1 million Boe, including 27.3 million Bbls of crude oil and NGL reserves[184]. - The company held approximately 99,561 net acres in the D-J Basin and 201,886 net acres in the Powder River Basin, with 14,105 net acres in the Permian Basin[99][101]. - The D-J Basin Asset could contain up to 450 potential gross well locations, the Powder River Basin Asset could contain up to 455 potential gross well locations, and the Permian Basin Asset could contain up to 155 potential gross well locations, totaling over 1,000 gross locations[138]. - The company plans to opportunistically seek additional acreage in the D-J Basin, Powder River Basin, and Northwest Shelf of the Permian Basin to enhance its resource base[144]. - The company has approximately 14,550 net acres in the Chaveroo and Chaveroo NE Fields, presenting opportunities for infill horizontal drilling[172]. Market and Competition - The company notes the importance of competition in the oil and natural gas industry as a factor influencing future performance[35]. - The Company faces competition from larger oil and gas companies with greater financial resources, impacting its ability to acquire properties and conduct operations[127]. - Sales to two customers comprised 26% and 22% of the company's total oil and gas revenues for the year ended December 31, 2025, indicating a reliance on a limited customer base[139]. - One individual operator accounted for more than 10% of total production revenues, representing approximately 30% of total production sales for the year ended December 31, 2025[140]. Environmental Regulations - The report highlights the significance of environmental regulations and their potential impact on operations and costs[35]. - The company is subject to various federal, state, and local environmental regulations that impact operations and costs, particularly in crude oil and natural gas exploration and production[216]. - In January 2025, the EPA's Methane Emissions Reduction Program will impose a fee of $900 per ton emitted over annual methane emissions thresholds, increasing to $1,200 in 2025 and $1,500 in 2026[219]. - Colorado's AQCC has mandated a 20% reduction in GHG emissions by 2030 for 18 of the highest emitting manufacturers, including those in the oil and gas sector, compared to 2015 levels[225]. - New Mexico's rule requires operators to capture at least 98% of produced natural gas by December 31, 2026, with additional reporting requirements for flared and vented gas[226]. Risk Factors - The company emphasizes the importance of understanding risks that could cause actual results to differ materially from expectations, including economic conditions and regulatory developments[35]. - The company acknowledges the ongoing geopolitical conflicts that may affect oil and gas production and pricing[35]. - The company has not independently verified the market research and analyst reports referenced, which may impact the reliability of the information presented[30]. - The company faces potential costs related to the remediation of environmental damages from previous owners of acquired oil and gas properties[217]. - Future implementation and enforcement of environmental regulations remain uncertain due to potential legislative changes and executive orders[218]. Strategic Initiatives - The company discusses the potential for future production of oil and natural gas, including the timing and amount of capital expenditures[35]. - The company intends to preserve financial flexibility to pursue both organic and external growth opportunities[106]. - The company is evaluating future development plans for late 2026 and 2027 as it integrates assets acquired in recent mergers[107]. - The Company plans to pursue strategic consolidation opportunities within its core areas, targeting accretive acquisitions[193]. - The Company has retained operational control or formed partnerships to manage capital expenditures and operating costs effectively[106]. Management and Governance - The management team has extensive experience in the oil and gas industry, with key members having over 20 years of relevant experience[135]. - The Series A Preferred Stockholders had no voting rights but were entitled to protective provisions requiring majority approval for significant corporate actions[125]. - The Merger Agreement resulted in the issuance of 10,650,000 shares of Series A Convertible Preferred Stock, which converted into 5,325,000 shares of common stock on February 27, 2026[115]. - The Company issued 17,013,637 shares of Series A Convertible Preferred Stock, which converted into 8,506,818 shares of common stock on February 27, 2026[198].

Stock Performance and Compliance - The company's common stock price fluctuated significantly in 2025, ranging from a low of $0.64 to a high of $3.62 per share, and continued fluctuations are expected in 2026 [154]. - The company received a deficiency letter from Nasdaq on January 26, 2026, indicating non-compliance with the minimum bid price requirement of $1.00 per share, with a compliance period until July 27, 2026 [157]. - If the company fails to regain compliance with Nasdaq's minimum bid requirement, it may face delisting, which could adversely affect its ability to raise capital and the liquidity of its common stock [156]. - The company may explore alternative means to maintain compliance with Nasdaq, such as a reverse stock split, which could negatively impact the stock price [155]. - Significant fluctuations in the stock price may occur due to speculative trading, including potential "short squeezes" that are not directly correlated to the company's performance [161]. Shareholder Information - As of March 27, 2026, the company had outstanding warrants to purchase 5,804,799 shares and stock options for 433,545 shares, with a total of approximately 357,000,000 authorized, unissued shares available for issuance [162]. - The company issued an aggregate of 9,696,882 shares of common stock and warrants to purchase 3,898,177 shares in full satisfaction of obligations to former shareholders of Envoy Technologies [163]. - The company does not intend to pay cash dividends on its common stock for the foreseeable future, relying instead on market price appreciation for returns on investment [170]. Foreign Currency Risks - A hypothetical 1% decrease in foreign currencies against the U.S. dollar would not result in a material foreign currency loss on foreign-denominated balances as of December 31, 2025 [267]. - The company faces foreign currency risks related to revenue and operating expenses in currencies other than the U.S. dollar, primarily the Euro, Indian Rupee, and Great British Pound [267].

Financial Performance - For the fiscal year ended December 31, 2025, the company generated revenues of $8,968,732, a decrease of 60.5% from $22,685,544 in 2024[178]. - The company reported a net loss from continuing operations of $4,184,005 for 2025, compared to a loss of $5,148,651 in 2024, reflecting an 18.7% improvement[179]. - The company reported a significant increase in net income attributable to HeartCore Enterprises, Inc. of $5,793,884 in 2025, compared to a loss of $1,481,374 in 2024, marking a 491.1% improvement[179]. - Total revenues decreased by $13,716,812, or 60.5%, to $8,968,732 for the year ended December 31, 2025, from $22,685,544 for the year ended December 31, 2024[182]. - Revenue from GO IPO consulting services decreased by $12,823,826, primarily due to the absence of significant noncash consideration revenue from large IPO deals in 2025[182]. - Total gross profit decreased by $11,564,193, or 78.6%, to $3,151,453 for the year ended December 31, 2025, from $14,715,646 for the year ended December 31, 2024[185]. - Overall gross profit margin decreased by 29.8% to 35.1% for the year ended December 31, 2025, from 64.9% in the fiscal year 2024[186]. - Total operating expenses decreased by $8,604,587, or 57.8%, to $6,272,770 for the year ended December 31, 2025, from $14,877,357 for the year ended December 31, 2024[187]. - Net income for 2025 was $5,493,288, representing a $10,706,188 or 205.4% increase from a net loss of $5,212,900 in 2024[205]. Corporate Actions and Strategy - HeartCore USA has entered into consulting agreements with 16 companies for IPO assistance, with consulting fees ranging from $380,000 to $900,000 per company[18]. - The company has shifted focus from software development to GO IPO consulting services, following the sale of its software business assets in Japan[19]. - The establishment of Higgs Field Co., Ltd. in October 2025 aims to provide consulting services related to digital securities and pursue registration as a licensed securities firm in Japan[35][36]. - The company is assessing strategic alternatives to divest its 51% equity interest in Sigmaways, Inc.[37]. - HeartCore Financial, Inc. was formed in January 2023 as a wholly owned subsidiary to support the GO IPO consulting business[158]. - HeartCore Luvina Vietnam Company, a 51% owned subsidiary, started operations in February 2024, focusing on software development and other services[158]. - The company completed the sale of its software business assets in Japan on October 31, 2025, to focus on its GO IPO consulting business[153]. Compliance and Regulatory Issues - HeartCore USA received a notice from Nasdaq regarding noncompliance with the $1.00 minimum bid price requirement, with a compliance period until November 3, 2025[44]. - An additional 180-day compliance period was granted by Nasdaq, extending the deadline to May 1, 2026, to regain compliance with the minimum bid price requirement[46]. - The company is considering actions to regain compliance with the Minimum Bid Price Requirement, including a potential reverse stock split[47]. - There is no assurance that the company will maintain compliance with Nasdaq Capital Market's continued listing standards, which could lead to delisting[102][103]. - The company operates under complex regulatory requirements in Japan, which could materially affect its business if not complied with[59]. - The company's consulting services related to digital securities may require licenses under the Financial Instruments and Exchange Act, with no assurance of timely acquisition[61]. Market and Economic Risks - The company’s revenue is highly dependent on a limited number of high-value consulting agreements, making future results difficult to predict[74]. - Changes in Japanese economic policy or U.S.-Japan trade relations could disproportionately affect the company's results[80]. - The company is exposed to risks related to employee retention and recruitment, which are critical for executing its business strategy[101]. - The company faces risks from market volatility, including potential litigation and adverse effects on financial condition due to fluctuations in stock prices[105]. - The expiration of market stand-off or lock-up agreements could lead to increased sales of shares, impacting stock price volatility[107]. Employee and Operational Information - As of December 31, 2025, the company had 44 full-time employees, with no union representation, and considers employee relations to be good[53]. - The company has a base rent payment of $23,268 per month for its Tokyo office lease, with an additional sales tax of $2,327 per month[49]. - The company incurs significant costs due to public company compliance, including legal and accounting expenses, which may divert management's attention from business operations[120]. - The company must maintain effective internal control over financial reporting as mandated by the Sarbanes-Oxley Act, with potential consequences for non-compliance including investigations by regulatory authorities[121]. Cash Flow and Financial Position - Net cash used in operating activities was $3,117,101 for 2025, compared to $3,890,317 in 2024[213]. - Net cash provided by investing activities was $5,590,600 for 2025, primarily from $4,518,868 from the sale of discontinued operations[214]. - Net cash used in financing activities was $1,493,076 for 2025, mainly due to dividends payment of $3,304,575 for common shares[216]. - As of December 31, 2025, cash and cash equivalents were $1,985,962, slightly down from $2,121,089 at the end of 2024[210].

Financial Performance - For the year ended December 31, 2025, the company recognized a total of $18.8 million in impairment losses, primarily due to accepting offers to sell below carrying value [175]. - The company recorded a gain on the sale of real estate totaling $20.3 million for the year ended December 31, 2025, compared to a gain of $10.7 million in 2024 [189]. - General and administrative expenses increased by $1.9 million to $31.9 million, driven by a rise in severance expenses [188]. - The company experienced net operating cash outflows of $34.9 million during the year ended December 31, 2025, as property rental income did not fully cover obligations [197]. - The company reported net cash used in operating activities of $34.9 million for the year ended December 31, 2025, compared to $53.5 million in 2024, reflecting a decrease of $18.6 million [213]. - Net cash provided by investing activities increased to $198.5 million in 2025 from $126.9 million in 2024, an increase of $71.6 million [213]. - The company recognized impairment losses of $18.8 million and $87.5 million for the years ended December 31, 2025, and 2024, respectively [222]. Asset Sales and Investments - The company sold five wholly owned assets during the year, generating gross proceeds of $222.6 million, and monetized two unconsolidated properties for an additional $8.1 million [176]. - The company generated approximately $986.8 million in gross proceeds from the sale of 90 Consolidated Properties from July 2017 to December 31, 2021, and an additional $438.1 million from 40 Consolidated Properties sold from December 31, 2021, to October 24, 2022 [201]. - From October 24, 2022, to December 31, 2025, the company expects to sell 94 Consolidated Properties, generating approximately $1.2 billion in gross proceeds [201]. - The company sold interests in 15 Unconsolidated Properties for approximately $278.1 million from July 2017 to December 31, 2021, and 8 Unconsolidated Properties for approximately $84.8 million from December 31, 2021, to October 24, 2022 [201]. - The company anticipates generating approximately $159.6 million from the sale of interests in 12 Unconsolidated Properties from October 24, 2022, to December 31, 2025 [201]. - The company invested $26.3 million in consolidated properties and $0.5 million in unconsolidated entities during the year ended December 31, 2025 [212]. Debt and Interest - Interest expense decreased by $4.7 million to $20.3 million due to partial pay downs of the Term Loan Facility [196]. - The company repaid $190.0 million against the principal of the Term Loan Facility during the year ended December 31, 2025, leaving an outstanding balance of $50.0 million [206]. - As of December 31, 2025, the company had $50.0 million of consolidated debt, all borrowed under a fixed-rate Term Loan Facility [227]. - The estimated fair value of the company's consolidated debt as of December 31, 2025, was $50.0 million, calculated based on current market prices and discounted cash flows [228]. Rental Income and Expenses - Rental income increased by $0.5 million to $17.6 million for the year ended December 31, 2025, primarily due to lease up at the Aventura, FL property [183]. - Property operating expenses decreased by $2.4 million to $13.98 million, mainly due to reductions in common area maintenance costs and insurance expenses related to sold properties [184]. Dividends - The company did not declare dividends on Class A common shares during 2025, with the last dividend declared on February 25, 2019 [207].

Revenue and Production - In 2025, 96% of the company's revenues were derived from oil, with Brent crude oil prices averaging $68.2 per barrel for the year [111]. - Three clients represented 96% of revenue for the Colombian subsidiaries, accounting for 90% of consolidated revenue in 2025 [126]. - As of December 31, 2025, the Llanos Basin accounted for 77.4% of the company's net proved reserves and generated 92.6% of its production [165]. - The Platanillo Block in the Putumayo Basin contributed 3.6% of net proved reserves and only 0.6% of production, while the Argentine blocks contributed 19.0% of reserves and 1.1% of production [165]. Financial Condition and Risks - The company faces significant risks from crude oil and natural gas price volatility, which could materially affect financial condition and results of operations [102]. - The company relies on continued access to funding for capital-intensive operations, with adverse market conditions potentially restricting financing [103]. - Significant financial indebtedness may be incurred in the future, which could restrict operational flexibility and increase costs [139]. - As of December 31, 2025, the company's outstanding consolidated indebtedness was US$539.3 million, with 82% corresponding to Notes due 2030 [220]. - The company is exposed to credit risks from customers, with potential nonpayment or nonperformance adversely affecting cash flow and operational results [194]. Operational Challenges - Production in Brazil was negatively impacted by unplanned maintenance, while in Colombia, community blockades led to a 42-day disruption affecting production from the Indico field [143][152]. - The company faces ongoing challenges in negotiations with landowners and local communities, which can delay operations and increase costs due to rising expectations and social unrest [159][160]. - Delays in operations, such as those experienced in the CPO-5 Block due to temporary blockades, could materially affect the company's financial condition [179]. - The company is not the sole owner or operator of all its licensed areas, which limits its control over exploration and development activities [173]. Environmental and Regulatory Compliance - The company’s operations are subject to environmental, social, health, and safety obligations that may result in material liabilities and costs [105]. - The company is subject to numerous environmental, social, health, and safety laws, which may result in material liabilities and costs [200]. - The Colombian government enacted a tax reform in 2022, introducing a surtax on corporate income ranging from 0% to 15% based on average oil prices, which could increase tax liabilities [251]. - The evolving regulatory environment in the countries of operation may increase legal risks and complicate compliance efforts, potentially impacting financial performance [266]. Strategic Initiatives and Acquisitions - The company’s strategy includes acquisitions and partnerships, which may be difficult to integrate and could divert management attention [104]. - The company has made significant acquisitions, including in Argentina's Vaca Muerta Formation, which may pose integration challenges and affect financial results [180]. - The company anticipates that future acquisitions financed with cash could deplete available working capital, impacting operations and shareholder returns [191]. - The company may incur one-off transaction-related costs even if proposed acquisitions are not completed, as seen with past attempts in Colombia and Argentina [186]. Market and Economic Factors - The Colombian peso appreciated by approximately 15% against the U.S. dollar in 2025, increasing local-currency costs in Colombia [128]. - Changes in investor sentiment towards fossil fuels may limit access to capital and insurance, impacting the company's financial condition [210]. - Political and economic risks in South America, where all current operations are located, could negatively impact the company's financial condition and operational results [245]. - Argentina's capital controls and foreign exchange restrictions may adversely affect the company's liquidity and financial flexibility, limiting access to foreign currency [272]. Climate and Sustainability - The company targets a 35 to 40 percent reduction in Scope 1 and 2 GHG emissions intensity by year-end 2025 and a 40 to 60 percent reduction by year-end 2030 compared to a 2020 baseline [206]. - The company conducted a climate risk assessment in 2022, updated in 2025, indicating that physical risks could adversely affect approximately 10% of the company's overall value, while transition risks could impact up to 29% [234]. - The company is working on an integrated adaptation plan to address climate-related risks and potential gaps identified in the climate risk assessment [234]. Shareholder Relations - The company distributed a total of US$322.9 million to shareholders from 2018 to 2025, including US$200.1 million through share repurchases and US$122.8 million in cash dividends [278]. - A revised dividend program totaling approximately US$6 million was approved for the next four quarters, starting with US$1.5 million per quarter [278]. - The company may face substantial dilution of shareholder value due to the adoption of a shareholder rights plan, which could deter beneficial acquisitions [286]. Cybersecurity and Operational Integrity - Cybersecurity threats pose significant risks to the company's operations, with increasing attacks expected to disrupt business processes and data integrity [224]. - The company maintains customary insurance coverage but is not fully insured against all operational risks, which could adversely affect financial results [140].

Product Development and Clinical Trials - Adimune's first product candidate, ADI-100, targets glutamic acid decarboxylase (GAD) implicated in type-1 diabetes and has shown effectiveness in preclinical studies[17]. - Preclinical studies for ADI-100 demonstrated safety with no drug toxicity and no antibody formation, supporting its potential for restoring durable tolerance[18]. - Adimune plans to initiate human trials for Stiff Person Syndrome in 2026, with an expected enrollment of 10-20 patients, pending regulatory approvals[21]. - The Mitomic Prostate Test (MPT™) is being developed to quantify the 3.4kb mtDNA deletion, potentially aiding in the identification of clinically significant prostate cancer in men with PSA levels below 10 ng/ml[44]. - The Mitomic Endometriosis Test (MET™) aims to quantify mtDNA deletions associated with endometriosis, a condition affecting approximately 10% of women[45]. - The average time to diagnose endometriosis is ten years, with over 90% of diagnosed patients experiencing moderate to severe symptoms[46]. - The successful completion of preclinical and clinical trials is critical, with the risk of adverse events leading to regulatory delays or denials[128]. - The regulatory approval process for the company's product candidates is complex and uncertain, which may delay or prevent commercialization[113]. - The company may face substantial delays in completing clinical studies, which could lead to increased costs and potential failure to demonstrate safety and efficacy to regulatory authorities[115]. - Delays in reaching agreements with regulatory agencies and contract research organizations (CROs) could significantly impact the clinical trial timeline[118]. Technology and Innovation - Pearsanta is developing molecular tests based on mitochondrial DNA (mtDNA) for early cancer detection, with two product candidates in development[29][31]. - Pearsanta acquired assets from MDNA Life Sciences, enhancing its capabilities in mtDNA-based biomarker research[30]. - The Mitomic Technology platform aims to detect mutations in mtDNA for early disease detection, with ongoing development and validation required[37][41]. - AditxtScore technology provides a comprehensive immune system profile, with advantages including greater sensitivity and the ability to customize assays[33]. - Pearsanta acquired patents for Adductomics Technology, which detects DNA adducts as early indicators of genomic instability and cancer risk[47]. - The company plans to develop a platform for comprehensive assessment of DNA adducts using various sample types, with commercial diagnostic kits anticipated in the next two to three years[49]. Financial Performance and Risks - The company reported a net loss of $42,787,043 for the year ended December 31, 2025, compared to a net loss of $35,020,058 for 2024, indicating a year-over-year increase in losses of approximately 7.5%[102]. - As of March 30, 2026, the company's market capitalization is approximately $713,000, which raises concerns about compliance with Nasdaq's minimum market capitalization requirements[99]. - The company has generated no significant revenue from commercial sales to date, and its accumulated deficit as of December 31, 2025, stands at $209,808,770[102]. - The company is at risk of delisting from Nasdaq if its common stock trades below $1.00 for 30 consecutive trading days, with the stock currently trading below $1.00 for 6 consecutive days[96]. - Nasdaq has granted the company an extension until May 15, 2026, to regain compliance with listing requirements, but there is no assurance that the company will meet these requirements[95]. - The company may need to raise additional funding to support its operations and product development, but there is uncertainty regarding the availability of such funding on acceptable terms[108]. - The company has incurred significant losses since its inception and expects to continue operating at a net loss for several years as it develops its products[102]. - The company may face significant risks, including financial uncertainty, regulatory challenges, and competition, which could adversely affect its operations and stock price[92]. Mergers and Acquisitions - Adivir, Inc. was formed in April 2023 to advance clinical and commercial development of antiviral and antimicrobial solutions targeting life-threatening infections[50][51]. - Adifem, Inc. was established in April 2024 to focus on women's health, reflecting a strategic objective to invest in areas with significant unmet medical needs[53][54]. - The merger agreement with Evofem Biosciences was executed on December 11, 2023, with terms including the conversion of Evofem common stock into shares of the company's common stock[55][56]. - The company is required to make an equity investment of $2.0 million in Evofem by April 1, 2024, and an additional $1.5 million by April 30, 2024[60]. - The merger agreement was amended multiple times, with the latest amendment on July 12, 2024, reinstating the agreement and adjusting payment terms[64]. - The closing of the Merger is contingent upon shareholder approval, conversion of preferred stock to common stock, and sufficient financing for payment obligations[73][75]. - The Company must comply with Nasdaq's stockholders' equity requirement and other listing criteria for continued listing[76]. - The Company completed the purchase of 460 shares of Evofem F-1 Preferred Stock for $460,000[83]. - The Fourth Parent Equity Investment involved the purchase of 2,280 shares of Evofem Series F-1 Convertible Preferred Stock for $2,280,000[85]. - Evofem terminated the Merger Agreement on October 20, 2025, citing failure to obtain shareholder approval and the end date having passed[88]. Competition and Market Dynamics - The company faces substantial competition from multinational pharmaceutical companies and specialized biotechnology firms, which may hinder its ability to develop and commercialize products[138]. - Competitors may have greater financial, technical, and human resources, potentially limiting the company's market success[139]. - Mergers and acquisitions in the industry may concentrate resources among fewer competitors, increasing competitive pressure[140]. - The commercial success of product candidates will depend on acceptance by the medical community and various market factors, including pricing and reimbursement[126]. - The commercial success of the company's diagnostic tests depends on market acceptance among various stakeholders, including payers and providers[155]. - Maintaining strong relationships with healthcare professionals is crucial for the company's product development and market success[161]. - The company operates in highly competitive markets characterized by rapid technological changes and may struggle to compete effectively[162]. Regulatory and Compliance Issues - The company must maintain compliance with the Clinical Laboratory Improvement Amendment (CLIA) to perform testing, with potential penalties for non-compliance[131]. - Loss of CLIA certification or state laboratory licenses would limit the company's ability to offer assays, directly affecting revenue[133]. - The company is subject to milestone deadlines under the LLU License Agreement, with significant consequences for non-compliance, including potential termination of the license[134]. - The company must comply with various laws and regulations, and failure to do so could adversely affect its business and financial condition[209]. Intellectual Property Challenges - The company faces risks related to intellectual property, including the potential failure to obtain or maintain patents, which could impact its competitive position[184]. - The Leahy-Smith America Invents Act has increased uncertainties and costs related to patent applications and enforcement, potentially adversely affecting the company's business and financial condition[190]. - The company may face challenges from third-party claims regarding patent rights, which could lead to reduced patent scope or invalidation, allowing competitors to commercialize similar technologies[191]. - Patent enforcement is complex and costly, and there is a risk that patents could be deemed invalid or unenforceable in litigation[192]. - Even if patents are issued, they may not provide meaningful protection against competitors who can develop similar technologies[193]. - The company may incur significant costs from litigation to protect intellectual property rights, which could distract management and impact financial performance[195]. - There is a risk of third-party claims alleging infringement of intellectual property rights, which could require the company to obtain licenses on potentially unfavorable terms[197].

Company Overview - As of December 31, 2025, the company manages or advises approximately $93.1 billion in combined assets[26]. - The company has approximately 490 professionals operating in 19 cities across 9 countries[26]. - The company disposed of its International Real Estate segment and is now organized as one reportable segment as of September 30, 2025[28]. - The company had $93.1 billion in Assets Under Administration (AUA) as of December 31, 2025[29]. Investment Strategies and Performance - The internally managed TIG Arbitrage strategy has approximately $1.8 billion of AUM as of December 31, 2025[39]. - The Romspen Real Estate Bridge Lending Strategy has approximately $1.9 billion of AUA as of December 31, 2025[40]. - The Zebedee European Equities Strategy has approximately $2.5 billion of AUA as of December 31, 2025[41]. - The Arkkan Asian Credit and Special Situations Strategy has approximately $1.1 billion of AUA as of December 31, 2025[42]. - Management fees are typically charged at approximately 0.75% to 1.5% of the net asset value of the underlying investments[47]. - Incentive fees for the internally managed TIG Arbitrage fund range from 15% to 20% of net profits[52]. - For the year ended December 31, 2025, 82% of AlTi's revenue was generated from stable management or advisory fees, with a client retention rate of 96% since 2021[70]. - AlTi's assets invested in impact strategies reached $5.0 billion as of December 31, 2025, indicating a key growth area within its wealth management platform[78]. Growth and Market Opportunities - Tiedemann Wealth Management (TWMH) acquired Presidio Capital Advisors with approximately $4.1 billion AUM and Threshold Group with approximately $3.8 billion AUM, enhancing its commitment to Impact Investing[60]. - AlTi's strategic partnership with Allianz and Constellation involves a combined investment of up to $450 million, with Allianz contributing $250 million and Constellation $150 million[64][65]. - AlTi's addressable market for UHNW clients is estimated at $102 trillion, expected to grow at a 7% CAGR by 2028, with a projected generational wealth transfer exceeding $124 trillion by 2048[69]. - AlTi plans to expand its investment strategies and market presence, focusing on private markets and Impact Investing solutions appealing to UHNW clients[75]. - The company has identified a pipeline of potential acquisitions to enhance its wealth management business, leveraging its track record of executing strategic transactions[73]. Regulatory and Compliance Risks - The company operates under strict regulatory oversight, including compliance with the SEC's Advisers Act and Investment Company Act, which impose significant restrictions and fiduciary duties on investment advisers[93][94]. - The company is subject to various data privacy and cybersecurity regulations, including the EU General Data Protection Regulation and the California Consumer Privacy Act, which could result in fines and reputational harm if not complied with[91][92]. - The company may face increased regulatory scrutiny and compliance costs due to evolving financial regulations, particularly in the United States[95][106]. - The financial services industry is facing a challenging regulatory environment, with increased scrutiny from regulators such as the SEC and UK FCA, which could lead to significant costs and operational impacts[195]. - Compliance with MiFID II has resulted in greater complexity and higher operational costs, potentially compounded by Brexit-related regulatory divergence[203]. - The SEC's increased regulation of the asset management industry focuses on fees, expense allocations, and cybersecurity, which may impact the company's operations[199]. Financial Performance and Risks - The company faces risks from macroeconomic conditions, including high inflation and interest rates, which could adversely affect its financial performance and the performance of its investment products and services[112][113]. - The company relies on fees correlated to assets under management and advisement, making it vulnerable to poor investment performance or significant client terminations, which could materially impact its financial condition[103]. - The company has identified material weaknesses in its internal control over financial reporting, which could harm its operating results and ability to maintain effective controls[106]. - The company’s investment products and services may experience decreased revenues and financial losses during periods of difficult market conditions, impacting their ability to raise capital[109]. - Significant fluctuations in securities prices have materially affected the value of managed assets, influencing investment decisions and potentially reducing revenue from asset-based fees[115]. - The COVID-19 pandemic has had a long-term negative impact on commercial real estate assets, particularly in office properties, leading to lower occupancy and rental rates[116]. - The company may face liquidity constraints and impaired access to funding sources due to adverse developments in the financial services industry, which could affect business operations and financial condition[118]. - Revenue is derived from fees correlated to assets under management (AUM) and assets under advisement (AUA), with poor investment performance potentially leading to a decline in revenues[127]. Operational Challenges - The company is expanding its operations internationally, which exposes it to various legislative frameworks and regulatory risks in new jurisdictions[98]. - The company must manage and staff foreign operations effectively to maintain profitability and compliance with non-U.S. standards[186]. - The company is expanding its business by entering new lines of business and geographic markets, which may increase operational costs and regulatory complexities[191]. - Future acquisitions may not yield anticipated benefits or may take longer to realize, affecting financial performance[157]. - The integration of acquisitions may present challenges that could materially affect financial position and results of operations[158]. Conflicts of Interest and Governance - The company faces conflicts of interest in allocating investment opportunities among funds, which may lead to disproportionate allocations[167]. - Increased regulatory scrutiny regarding cost and expense allocations could harm the company's reputation and investor confidence[169]. - The company may experience conflicts of interest related to performance income, potentially leading to more speculative investments[172]. - The company has implemented procedures to mitigate conflicts of interest, but these may reduce potential synergies across its various businesses[173]. Market Conditions and Future Outlook - Changes in market and economic conditions could lower asset values and decrease demand for investment solutions, potentially leading to significant adverse effects on financial results[114]. - The company has significant exposure to political and trade tensions between the U.S. and China, which could adversely affect its operations in Hong Kong[188]. - The company is exploring growth opportunities through acquisitions and partnerships, but there is no assurance of successful execution or favorable financial results[191]. - Future laws and regulations in the EEA, EU, UK, and other operational countries may affect business costs, risks, and capital raising capabilities[208].

Store Openings and Expansion - In fiscal 2025, the company opened eight Dave & Buster's stores and three Main Event stores, with future openings dependent on various factors[36] - The average size of new Dave & Buster's stores opened in fiscal 2025 was approximately 28,000 square feet[39] - The company plans to open a total of 37 franchised Dave & Buster's locations under five international franchise partnerships[41] - The first international franchise location was opened in Bengaluru, India, in December 2024, followed by additional locations in Mumbai, Manila, and Santo Domingo[42] Financial Performance and Returns - Target new store returns of at least 30% and 25% cash-on-cash returns over one and five-year periods, respectively[34] - Revenue is influenced by seasonal shifts, with higher revenues typically seen during spring and year-end holidays, while the third quarter historically shows lower revenues[70] - As of February 3, 2026, the company had $170.0 million outstanding on its Revolving Credit Facility and $1,382.3 million under the term loan facility, with a potential $15.5 million impact from a hypothetical one percentage point interest rate change[233] - Inflationary pressures could adversely affect the company's financial condition if multiple costs rise simultaneously without the ability to adjust prices accordingly[234] Customer Engagement and Satisfaction - The company aims to enhance customer satisfaction through continuous updates to entertainment, food, and beverage offerings[35] - The mobile application and web platforms have been enhanced to provide exclusive offers and track in-store transactions for customer retention programs[62] - The company has implemented a creative strategy to enhance in-store experiences, focusing on seasonal messaging and innovative offerings to attract both adults and families[63] Marketing and Brand Strategy - The company utilizes a data-driven marketing strategy to drive awareness and strengthen brand relevance[60] - The company has invested in technology to modernize store systems, enhancing customer engagement through mobile applications and self-service kiosks[68] Operational Efficiency and Management - Approximately 23,610 team members are employed across both brands, with 88.8% being store hourly team members[47] - The company’s workforce management platform allows for real-time adjustments to labor based on business needs, optimizing operational efficiency[67] - The company utilizes various management information systems to improve operational efficiencies and provide timely access to financial and marketing data[66] Regulatory and Risk Management - The company is subject to various government regulations affecting operations, including health, safety, and consumer protection laws[73] - The company faces commodity price risks, particularly in food and beverage costs, which can significantly impact overall expenses due to market fluctuations[232] - The company actively monitors and protects its intellectual property, including trademarks and trade secrets, to maintain competitive advantages[72] Philanthropy - The company has invested over $20 million cumulatively in support of the Make-A-Wish Foundation since April 2012[58]