Revenue and Financial Performance - Iveda's revenue primarily comes from its subsidiary Iveda Taiwan, which specializes in deploying and integrating video surveillance systems, contributing significantly to the company's overall performance since its acquisition in April 2011[17]. - Revenue from four key customers accounted for approximately 63% of total revenue for the year ended December 31, 2025, with the largest customer contributing 25%[82]. - Iveda Taiwan accounted for 85% and 87% of the company's total revenue in 2025 and 2024, respectively[85]. - Revenues for the year ended December 31, 2025, were $5.28 billion, a decrease of 12% compared to $6.02 billion in 2024, primarily due to decreased equipment sales from Iveda Taiwan and reduced US revenues through distributors[195]. - Gross profit for 2025 was $1.27 billion, reflecting a gross margin of 24%, slightly up from 22% in 2024[196]. - Operating expenses decreased to $4.5 billion in 2025, down 17% from $5.37 billion in 2024, mainly due to reductions in R&D and public company expenses[198]. - Net loss for 2025 was $3.20 billion, an improvement from a net loss of $3.98 billion in 2024, attributed to lower operating expenses[198]. - Cash and cash equivalents increased to $5.2 million in total, with $3.9 million in the US segment and $1.3 million in Taiwan, compared to $2.6 million in total in 2024[199]. - Net cash used in operating activities was $2.0 million in 2025, a decrease from $4.4 million in 2024, primarily due to a lower net loss[201]. - Net cash provided by financing activities was $4.6 million in 2025, up from $2.3 million in 2024, mainly due to a $4.9 million At-The-Market offering of Common Stock[203]. - The company has approximately $40 million in net operating loss carryforwards available for federal income tax purposes, which will begin to expire in 2025[204]. - The company has limited liquidity and its continuation as a going concern depends on generating greater revenue or raising additional funds[205]. Market Opportunities - The global smart city platforms market is projected to grow at a CAGR of 9% from 2026 to 2032, increasing from USD 208.8 billion to USD 416.1 billion, indicating a strong market opportunity for Iveda's offerings[20]. - The global IoT market, valued at USD 381.30 billion in 2021, is expected to surge to USD 1,854.76 billion by 2028, highlighting the potential for Iveda's IoT solutions[20]. Technology and Product Offerings - IvedaAI enables accurate search across dozens to thousands of cameras in less than 1 second, maximizing efficiency and reducing operational costs for users[24]. - Iveda's smart power technology includes smart meters and lighting control systems, aimed at enhancing energy management in various sectors such as office buildings and hospitals[30]. - IvedaCare, launched in November 2022, provides a suite of wireless health and wellness devices for real-time monitoring of elderly loved ones, enhancing safety and independence[46]. - The company offers smart drones equipped with AI-based software for autonomous operation, suitable for various industrial, commercial, and military applications[40]. - Iveda's smart utility cabinet utilizes IoT sensors to monitor energy consumption and detect abnormalities, providing a comprehensive solution for energy management[43]. - Iveda's Cerebro platform integrates multiple systems for centralized management, enhancing operational efficiency for cities and organizations[31]. - The company is developing its proprietary IoT platform, Cerebro, which includes features for smart city management and may consider patent protection for its unique features[56]. - Iveda's Utilus smart pole technology integrates video surveillance and wireless communications, utilizing WiFi, 4G, and 5G capabilities[184]. - The company offers a range of AI functions including face recognition and intrusion detection, aimed at improving public safety[177]. - Iveda's IoT platforms enable centralized device management and digital service deployment on a large scale[180]. - The company has developed cloud-video services in collaboration with ITRI, enhancing its product offerings in the Asian market[190]. Business Model and Strategy - The company has shifted its business model to focus on selling IoT hardware to service providers, allowing for a more streamlined approach to market penetration[15]. - The company has a dual revenue stream model, generating income from hardware sales and software licensing fees[48]. - The company plans to license its CEREBRO platform and sell IoT hardware to service providers, creating dual revenue streams from hardware sales and monthly licensing fees[186]. - The company relies on service providers such as telecommunications companies and security integrators to distribute its products, which is critical for servicing large accounts[113]. Risks and Challenges - The company faces risks associated with operating in Taiwan, including economic downturns and political instability, which could adversely affect revenue[102]. - Recent geopolitical issues, such as the invasion of Ukraine by Russia, could negatively impact the company's financial condition and operations[104]. - The company may experience increased costs and disruptions due to changes in U.S. trade policy and tariffs affecting foreign suppliers[109]. - The company relies on third-party manufacturers for all hardware components, which poses risks such as reduced control over delivery schedules and quality assurance[90]. - The timing of revenue recognition can vary significantly due to lengthy customer evaluation periods, particularly for larger and governmental customers[99]. - The company must enhance its technology and hire additional personnel to accommodate growth and customer demands[86]. - The company’s ability to maintain favorable terms with third-party manufacturers is uncertain, which could impact product availability and costs[91]. - The company’s software security measures are critical, as breaches could lead to loss of customer trust and financial liabilities[97]. - The company may incur substantial costs defending against claims of intellectual property infringement, which could divert resources and impact financial performance[128]. - The company faces risks related to accessing equity or credit markets, which could adversely affect its financial condition and operations[130]. - Future sales of common stock by existing shareholders could depress the market price of the company's stock[131]. - The company is subject to extensive reporting requirements as a public company, which may divert management's attention and incur significant costs[134]. - Changes in financial accounting standards may lead to unexpected fluctuations in reported results, affecting the company's financial reporting[135]. - As of December 31, 2025, the company concluded that its internal control over financial reporting was not effective due to inadequate controls related to change management within technology supporting financial reporting[136]. - The company has never declared or paid any cash dividends on its common stock and does not anticipate doing so in the foreseeable future[140]. - The market price of the company's common stock could fluctuate significantly due to various factors, including market perception and economic conditions[142]. - A prolonged decline in the company's stock price could adversely impact its ability to raise capital and continue operations[143]. - The company may face challenges in maintaining adequate financial resources to ensure reliable reporting of financial information[137]. Employee and Operational Information - As of December 31, 2025, the company employed 7 full-time employees in the U.S. and 25 in Taiwan[65]. - The company has no significant seasonality in its business operations[52]. - Payment terms for the U.S. segment require 50% prepayment before product shipment, while accounts receivable over 120 days are considered delinquent[84]. - The company currently rents approximately 3,000 square feet for its principal executive offices at a cost of $4,500 per month until February 2030[161]. - The company has no relationships with unconsolidated entities or financial partnerships for off-balance sheet arrangements[210]. - There are no undisclosed borrowings or debt, and no synthetic leases have been entered into by the company[210]. - The company is not materially exposed to financing, liquidity, market, or credit risk from off-balance sheet arrangements[210]. - Critical accounting policies have been identified as essential for understanding the company's operations and results[211].

Technology and Innovation - authID's PrivacyKey technology achieves a False Match Rate accuracy of 1:1 Billion with a False Rejection Rate of 0.3%[16] - authID's platform provides biometric identity verification and authentication without storing biometric data, ensuring user privacy[26] - The Identity Exchange (IDX) platform modernizes identity management with passwordless, interoperable credentials to prevent phishing attacks[17] - authID's solutions enable high-speed processing with a response time of less than 700ms, crucial for high-volume use cases[19] - The company plans to invest in research and development to enhance its technology and meet evolving customer needs[30] - The market for the company's products is characterized by changing technology and increasing use of AI technologies, which could adversely affect its operations if not addressed promptly[57] - The company may face challenges in developing and marketing new products to counter AI-driven cyberattacks, which could delay or prevent successful product launches[59] - The evolving AI regulatory environment, including the EU AI Act adopted in 2024, may increase compliance costs and expose the company to additional liabilities[62] Financial Performance - The company has an accumulated deficit of approximately $191.7 million as of December 31, 2025, and incurred an operating loss of approximately $17.9 million for the year ended December 31, 2025[44] - Negative cash flow from operating activities was approximately $15.0 million and $11.6 million for the years ended December 31, 2025 and 2024, respectively, with expectations of continued negative cash flows for at least the next 12 months[45] - The company raised approximately $11.4 million and $10.0 million in net proceeds through equity and debt financing in 2025 and 2024, respectively[47] - The company has a history of losses and may not achieve profitability going forward, with substantial doubt about its ability to continue as a going concern[44][46] - For the year ended December 31, 2025, the Company's net revenues were approximately $2.0 million, an increase from approximately $0.9 million in 2024[199] - Adjusted EBITDA loss from operations for 2025 was $(14,364,817), compared to $(11,878,801) in 2024, attributed to increased research and development investments and credit loss expenses[198] - General and administrative expenses increased by approximately $3.3 million in 2025, driven by employee-related expenses and credit loss expenses[201] - Research and development expenses rose by approximately $1.4 million in 2025, reflecting continued investment in product capabilities[201] Market and Competition - The Global Biometric Technology Market is projected to grow from over $50 billion in 2025 to over $150 billion by 2030, with a CAGR of 20%[24] - Cybercrime costs in the U.S. are expected to reach approximately $900 billion by 2026 and over $3.4 trillion by 2030[22] - The company aims to drive new customer growth by targeting key markets with high-assurance identity verification needs, focusing on less complex opportunities and larger brands[25] - The company faces competition from rivals with greater financial resources and market recognition, which could hinder its ability to establish market share[43] - The market for the company's services is rapidly evolving, with new entrants and existing competitors potentially impacting its market position[100] Operational Risks - The company depends on a small number of large sales with contractual commitments ranging from $500,000 to $2,000,000, leading to unpredictable quarterly revenue[42] - The company is exposed to risks in operating in foreign markets, which may complicate its business operations and lead to increased losses[42] - The company must comply with evolving laws and regulations regarding cybersecurity and data privacy, which could increase operational costs and legal liabilities[56] - Cyberattacks and breaches of IT security could adversely affect the company's operations and reputation, despite current security measures[78] - The company may pursue future acquisitions, but integration challenges could harm operational results and market share[82] - The company is subject to risks associated with governmental contracts, including competitive bidding processes and public budgetary restrictions[64] - The impact of pandemics, such as COVID-19, could disrupt operations and supply chains, adversely affecting financial performance[81] - The ongoing wars in Ukraine and the Middle East may disrupt the company's operations and supply chains, potentially leading to increased costs and delays in software and product upgrades[84] - The company has diversified its subcontractor base to mitigate risks associated with geopolitical tensions, which may incur additional short-term costs[84] Governance and Compliance - Approximately 10% of the company's outstanding Common Stock is beneficially owned by its officers, directors, and holders of 5% of shares, giving them significant control over corporate actions[98] - Compliance with the Sarbanes-Oxley Act and other regulations will increase legal and accounting costs, potentially straining resources[103] - The company may face challenges in maintaining effective internal controls, which could lead to misstatements in financial reports and affect investor confidence[107] - The company acknowledges that substantial sales of its common stock by existing stockholders could depress its market price[113] - The company is subject to potential securities litigation, which could divert management's attention and incur significant costs[114] - The company may face additional litigation costs due to its Delaware Forum Provision, which could limit stockholders' ability to pursue claims in favorable jurisdictions[111] Stock and Shareholder Information - The market price of the company's common stock has experienced significant fluctuations, ranging from $0.86 to $11.95 during the three-year period ended December 31, 2025[116] - The company cannot assure compliance with the continued listing standards of the Nasdaq Capital Market, which could lead to a potential de-listing of its common stock[112] - The company has never declared or paid cash dividends and does not anticipate doing so in the foreseeable future[117] - As of March 6, 2026, there were approximately 128 stockholders of record for the Company's common stock[138] - The Company has never declared or paid any cash dividends on its common stock and intends to retain future earnings for business expansion[139] - As of December 31, 2025, the Company had 188,745 securities available for issuance under the 2017 Incentive Stock Plan, 705,114 under the 2021 Equity Incentive Plan, and 951,716 under the 2024 Equity Incentive Plan[140] - The Company granted 30,000 options as Inducement Grants to new employees during 2025[146] - The Company entered into an engagement agreement on June 12, 2024, for the issuance and sale of 1,464,965 shares, with cash fees and warrants issued for 102,547 shares at an exercise price of $7.50[149] - On March 12, 2025, the Company agreed to issue 666,666 shares and 694,444 shares from Dominari Securities LLC, with warrants for 80,999 shares at an exercise price of $4.50[150] - The Company issued stock purchase warrants for 92,051 shares at an exercise price of $1.35 as part of the November 20, 2025 engagement agreement[154] - The Company made stock option grants to executives, including 13,282 shares at an exercise price of $7.78 on May 20, 2024[156] - The Company has no other equity incentive plans in effect as of December 31, 2025[140]

Revenue and Profitability - Revenue for the twelve months ended December 31, 2025 increased by $13.1 million, or 154%, to $21.6 million compared to $8.5 million for the twelve months ended December 31, 2024[193] - Gross profit increased 244% to $4.0 million for the twelve months ended December 31, 2025, with a gross margin of 18.5% compared to 13.7% for the previous year[195] - Net loss increased by $0.8 million to $4.2 million for the twelve months ended December 31, 2025, compared to $3.5 million for the previous year[199] - Operating loss for the twelve months ended December 31, 2025 was $3.7 million, an increase of $0.5 million from the previous year[197] Operating Expenses and Cash Flow - Operating expenses increased by 75.9% to $7.7 million for the twelve months ended December 31, 2025, primarily due to scaling of network construction and operations teams[196] - Net cash used in operating activities increased to $5.7 million for the twelve months ended December 31, 2025, compared to $3.9 million for the same period in 2024, primarily due to scaling network construction and operations[220] - Net cash provided by financing activities rose significantly to $11.6 million for the twelve months ended December 31, 2025, up from $3.6 million in 2024, driven by increased equity fundraising through the IPO[222] Backlog and Contracted Units - Backlog as of December 31, 2025 was $34.0 million, compared to $34.8 million as of December 31, 2024[201] - Contracted units as of December 31, 2025 were 34,067, an increase from 25,375 as of December 31, 2024[201] Cash and Financing - Cash and cash equivalents as of December 31, 2025 were approximately $6.2 million, up from $0.3 million as of December 31, 2024[214] - The company raised gross proceeds of approximately $15.0 million from its initial public offering on November 6, 2025[211] - For the twelve months ended December 31, 2025, the company financed $0.3 million from Endurance Opportunities, with a total balance of $1.3 million in Network Service Agreements (NSAs) as of December 31, 2025[218] - The company entered into a SAFE agreement on January 6, 2025, receiving an aggregate amount of $1.0 million[219] Accounting and Taxation - The company changed its estimation methodology for trade accounts receivable effective October 1, 2025, from a historical loss rate method to an aging schedule method[225] - The provision for income taxes requires significant estimates regarding deferred tax assets and liabilities, with evaluations conducted each reporting period[227] - The company’s accounts receivable are recorded at invoiced amounts, net of allowances for expected credit losses, with adjustments made based on current economic conditions[225] Other Information - The company reported no material off-balance sheet arrangements as of December 31, 2025, and December 31, 2024[223] - Revenue is generated from network design and installation and internet network services, with revenue recognition occurring as performance obligations are satisfied[226] - Net cash used by investing activities was $0.0 million for the twelve months ended December 31, 2025, compared to net cash provided of $0.3 million in 2024[221] - The company expects operating losses and negative cash flows to decrease over time as operations scale and revenue grows[212]

Financial Performance - KULR Technology Group, Inc. announced financial results for Q4 and full year ended December 31, 2025[5] - The company reported a revenue increase of 25% year-over-year, reaching $10 million for the fourth quarter[5] - Gross profit margin improved to 45%, up from 40% in the previous year[5] User Growth - User data showed a 30% increase in active users, totaling 1.5 million by the end of 2025[5] Future Projections - The company provided guidance for 2026, projecting revenue growth of 20% to 30%[5] - New product launches are expected to contribute an additional $3 million in revenue in 2026[5] Market Expansion - KULR is focusing on expanding its market presence in Europe and Asia, targeting a 15% market share by 2027[5] - KULR is exploring potential acquisitions to bolster its technology portfolio and market reach[5] Investment in Technology - The company is investing $2 million in R&D for new technologies aimed at enhancing product efficiency[5] Operational Efficiency - The company aims to improve operational efficiency, targeting a reduction in operating expenses by 10% in 2026[5]

Technology and Solutions - Rekor has developed a suite of AI-driven hardware and software platforms to modernize transportation management and public safety, leveraging vast multi-modal datasets[16]. - The company aims to enhance roadway safety, optimize traffic flow, and improve data accuracy, resulting in reduced roadway fatalities and increased productivity[21]. - Rekor's solutions aggregate and analyze trillions of data points from roadway sensors and IoT devices, enabling proactive decision-making for public and private sector clients[26]. - The Rekor One® platform serves as the central hub for data assimilation and analysis, supporting a subscription-based revenue model aimed at building recurring revenues[33]. - Rekor Command® enables municipalities to unify diverse data sources into a single AI-driven operational platform, improving traffic management and safety[34]. - The Rekor Discover® platform automates comprehensive analytics for roadway planning, providing real-time insights on vehicle volumes, patterns, and emissions[41]. - The Count, Class and Speed (CCS) application within Rekor Discover® automates FHWA reporting requirements, delivering real-time traffic data and analytics[42]. - Rekor Discover Data as a Service offers continuously available traffic data, supporting roadway safety and operational efficiency through real-time dashboards and APIs[43]. - The Vehicle Insite application analyzes real-time video to provide actionable vehicle intelligence, including EV statistics and traffic flow patterns[44]. - Rekor Scout® platform automates manual processes, providing real-time AI-driven solutions for law enforcement, enabling millions of vehicle checks weekly[45]. - The mobile app for Rekor Scout® allows public safety officers to capture license plate data in areas without network connectivity, syncing verified reads with the main platform[46]. - Rekor's AutoNotice application issues compliance notices for non-compliant vehicles, actively scanning millions of plates and delivering thousands of notices, including a program in Oklahoma for uninsured motorists[48]. - The Rekor Edge Max™ system captures high-resolution roadway data at speeds up to 120 mph, processing vehicle data on-device to enhance traffic insights[51]. - Rekor's technology serves customers in 70 countries, with a focus on intelligent transportation systems, smart mobility, and traffic analytics, indicating significant market potential[61]. - The company emphasizes a subscription-based SaaS model and Data-as-a-Service offerings, ensuring recurring annual revenues and scalability[62]. - Rekor's solutions are aligned with governmental priorities for digitizing transportation infrastructure, presenting opportunities for growth in public safety and urban mobility[65]. Financial Performance - Rekor reported a net loss of $31.46 million for the year ended December 31, 2025, indicating ongoing financial challenges[92]. - Revenue for the year ended December 31, 2025, was $48,450,000, representing a 5% increase from $46,028,000 in 2024, primarily driven by the Public Safety product line[207]. - Cost of revenue, excluding depreciation and amortization, decreased by 8% to $21,379,000 in 2025 from $23,344,000 in 2024, attributed to a favorable revenue mix favoring software sales[208]. - Total operating expenses for 2025 were $55,957,000, a reduction of 27% compared to $77,007,000 in 2024[210]. - General and administrative expenses decreased by 18% to $25,177,000 in 2025 from $30,676,000 in 2024, reflecting cost-efficiency initiatives[210]. - Selling and marketing expenses fell by 21% to $6,172,000 in 2025 from $7,858,000 in 2024, driven by a decrease in payroll-related expenses[210]. - Research and development expenses decreased by 22% to $14,596,000 in 2025 from $18,766,000 in 2024, also due to cost-efficiency measures[210]. - Asset impairment charges totaled $3,754,000 in 2025, primarily related to the wind-down of operations at Waycare Technologies LTD[213]. - The company reported a net loss of $31,460,000 for 2025, an improvement from a net loss of $61,410,000 in 2024[206]. - Interest expense, net, was $2,297,000 in 2025, a slight decrease from $2,645,000 in 2024[206]. Market Strategy and Competition - The competitive landscape includes a multi-billion-dollar market, where Rekor differentiates itself with comprehensive, end-to-end solutions leveraging advanced AI and edge computing[70]. - Rekor's "land and expand" strategy focuses on scaling within existing customer bases while attracting new clients through superior offerings and actionable insights[72]. - The company is focused on increasing engagement with national, state, and municipal DOTs, which are critical for its sales strategy[77]. - The company anticipates that the expansion of automated enforcement of motor vehicle laws will broaden the market for its products and services[191]. - The company is focused on enhancing its vehicle recognition systems to compete effectively in the market, responding to the growing demand from smaller municipalities and organizations[190]. Risks and Challenges - The company faces significant competition and must navigate a new and unproven market for its solutions, which could impact future growth[93]. - The company faces challenges in retaining existing customers, which could adversely affect revenue and operational results due to unpredictable contract renewals and customer satisfaction issues[102]. - Sales cycles for commercial and government clients are lengthy and unpredictable, often taking several months, which can lead to fluctuations in operating results[103]. - Industry consolidation is increasing competition, with competitors potentially offering more comprehensive services through acquisitions and partnerships, which may pressure the company's market position[104]. - The company must respond to rapid technological changes to remain competitive; failure to do so could adversely affect sales and profitability[105]. - Key personnel retention is critical for business success, and competition for qualified individuals may disrupt operations if not managed effectively[106][107]. - The company may face uncertainties and costs related to the integration of acquired companies, which could impact business operations and financial results[108][109]. - Potential write-downs of acquired assets after annual evaluations could affect reported financial results[110]. - The company may be required to collect sales taxes or regulatory fees in jurisdictions where it has not historically done so, leading to potential liabilities and operational challenges[111]. - Compliance with evolving data protection regulations, such as the GDPR, is crucial; failure to comply could result in significant fines and reputational damage[114][115]. - Economic downturns could lead to reduced demand for services, impacting cash flow and profitability as customers may delay payments or reduce spending[125][126]. - The company faces potential costly litigation due to third-party claims of intellectual property infringement, which could negatively impact profitability[128]. - The company relies on a limited number of third-party data centers for its cloud-based services, and any service disruption could harm business operations and revenue[130]. - The company is exposed to risks associated with international sales, including localization challenges, regulatory differences, and currency fluctuations[132]. - The company has not patented significant technologies, which may limit its ability to protect its intellectual property rights effectively[134]. - Material defects or errors in the company's software could lead to reputational harm and significant costs, impacting sales and customer retention[137]. - Increased government regulation of the internet and telecommunications could reduce demand for the company's products and services[138]. Corporate Governance and Financial Management - The company has never declared or paid cash dividends and plans to retain future earnings for business development[146]. - As of March 25, 2026, the company has 136,578,177 shares of common stock outstanding, with 3.2% owned by officers and directors[142]. - The company's stock price may be volatile, influenced by various market factors and analyst reports[144]. - The company is classified as a "smaller reporting company," which may make its stock less attractive to investors due to reduced disclosure requirements[148]. - The company issued $12,500,000 in senior secured promissory notes and warrants to purchase 6,250,000 shares of common stock, resulting in proceeds of $12,500,000 before expenses[174]. - The company completed the redemption of all 2023 Promissory Notes at a redemption price of approximately $14,375,000, including accrued interest[177]. - The company entered into an underwriting agreement for an offering of 8,571,428 units at a public offering price of $1.75 per unit, closing on December 16, 2025[180]. - The company reduced the strike price of the 2023 Warrants from $2.00 to $1.40, resulting in the exercise of 3,675,000 shares for $5,145,000[179]. - The company issued 2,832,135 shares of common stock as part of the purchase price for the ATD acquisition, with additional shares to be issued on the twelve-month anniversary of the closing date[176]. - The company has never declared or paid cash dividends and does not anticipate doing so in the foreseeable future, focusing instead on reinvesting earnings for growth[172]. - As of March 25, 2026, there were 47 registered holders of record of the company's common stock, indicating a broader base of beneficial owners[171]. - The company believes that the claims made by HCW are without merit and intends to vigorously defend itself in ongoing litigation[164]. - The company has integrated the evaluation and management of cybersecurity risks into its overall risk management processes[156]. - The company does not own any real property and considers its leased properties to be sufficient for its operational needs[158]. - The gross proceeds from the offering were approximately $15.0 million, with net proceeds of approximately $13.9 million after deductions[184]. - In 2024, the company completed the acquisition of All Traffic Data Services, LLC for an aggregate purchase price of $20,576,000[189]. - The company aims to leverage advancements in AI and big data to address challenges in urban mobility and public safety, anticipating significant growth in the smart city market as two-thirds of the global population is projected to live in urban areas by 2050[190]. - The company expects to benefit from the Infrastructure Investment and Jobs Act, which includes over $150 billion in new spending on roadway infrastructure, including intelligent transportation systems[192]. - The company has developed a new video verification technology, which is expected to have significant demand in public safety, insurance, and news media markets[193]. - The company has made significant investments in business development and marketing to increase market adoption of its products and services[192]. - The company is facing challenges in achieving profitability, with increasing operating expenses and capital expenditures without yet reaching sustainable profitability[192]. - The company is consolidating its global engineering operations to improve efficiency and align its cost structure with current revenue levels[192].

Market Projections - The global compute market is projected to exceed $1 trillion by 2026, with a compound annual growth rate of approximately 9.9%[15]. - The AI compute market is expected to grow at rates exceeding 30% annually, reaching over $1 trillion by 2034[15]. - The global cloud computing market is projected to grow from approximately $1 trillion in 2026 to between $2.4 trillion and $3.3 trillion by 2030 to 2033, with a compound annual growth rate of about 16% to 20%[54]. - AI-related computing spending is expected to reach $2.52 trillion in 2026, marking a 44% year-over-year increase, driven by the demand for AI-optimized servers[54]. - Approximately $6.7 trillion is expected to be spent on data centers globally between 2025 and 2030, with approximately 65.7% being GPU-related[168]. Company Financials - For the year ended December 31, 2025, the Company incurred losses from continuing operations of $232,853,647, with an accumulated deficit of $413,521,474[196]. - Revenue for 2025 was $125,284, an increase of $40,472 compared to $84,812 in 2024, primarily due to the completion of a tumor-specific 3D model[201]. - The company recorded a loss on digital assets of $152,490,550 in 2025, with no such losses in 2024, primarily from changes in the fair value of ATH holdings[202]. - General and administrative expenses rose to $25,924,358 in 2025, an increase of $18,688,561 from $7,235,797 in 2024, mainly due to stock-based compensation and professional service fees[204]. - Net cash used in operating activities of continuing operations was $9,876,039 in 2025, a decrease from $10,103,084 in 2024, attributed to lower cash operating losses[211]. - Cash and cash equivalents increased by $10,179,028 to $10,790,850 as of December 31, 2025[210]. - Net cash used in investing activities of continuing operations was $32,616,819 in 2025, significantly higher than $9,510 in 2024, due to digital asset purchases[212]. - Total operating loss for 2025 was $(180,915,715), compared to $(10,303,930) in 2024, reflecting a significant increase in losses[201]. - Research and development expenses decreased slightly to $2,147,222 in 2025 from $2,241,461 in 2024, indicating stable investment in product development[205]. - Sales and marketing expenses decreased to $406,247 in 2025 from $833,199 in 2024, primarily due to the absence of staff-related expenses[206]. - Other expenses for 2025 totaled $(51,937,932), a significant increase from other income of $79,275 in 2024, mainly due to losses related to the fair value of derivatives[207]. Digital Asset Strategy - The company has adopted a digital asset treasury strategy focused on ATH, which may face challenges in implementation and profitability due to the need for specialized skills and infrastructure[76]. - The company’s treasury strategy aims to utilize proceeds from equity and debt financings to purchase and hold ATH, with a focus on staking the majority of ATH to earn yield[39]. - The company completed two private investment in public equity transactions (PIPEs) totaling approximately $343.5 million to support its digital asset treasury strategy[23]. - The Treasury Strategy is primarily dedicated to ATH, with a significant portion of the Company's balance sheet allocated to holding ATH[172]. - The company plans to continue acquiring additional ATH in the open market and earn yield on its ATH treasury holdings through staking[37]. - ATH's price has significantly declined from a high of $0.067072 on September 17, 2025, to $0.004919 on February 6, 2026, indicating high volatility and risk associated with concentrated holdings[78]. - The liquidity of ATH is limited, trading on a small number of exchanges, which could impair the company's ability to sell ATH at favorable prices during adverse market conditions[81]. - The company’s treasury strategy is concentrated in ATH, increasing exposure to macroeconomic risks and potential adverse impacts from broader cryptocurrency market declines[82]. - The Aethir network's performance is critical; disruptions could prevent transactions and negatively impact ATH's value[83]. - Regulatory changes and increased scrutiny from agencies like the SEC could adversely affect ATH's market price and the company's financial condition[86]. Operational Challenges - The average lead time for data center GPUs is currently between 36 to 52 weeks, indicating a significant supply-demand imbalance[15]. - The company maintains relationships with multiple GPU hardware suppliers to mitigate risks associated with supply constraints, particularly from NVIDIA Corporation[64][65]. - The company may face operational challenges and risks associated with acquisitions, including increased indebtedness and contingent purchase price obligations[145]. - The company’s shift towards an Aethir-focused strategy requires significant operational adjustments and exposes it to cybersecurity risks[77]. - Cybersecurity risks have not materially affected the company’s business strategy, results of operations, or financial condition to date[156]. - Geopolitical tensions, particularly between the U.S. and China, could disrupt GPU supply chains and limit the company's addressable market[93]. - Data centers are projected to account for over 10% of total U.S. energy consumption by 2030, which may lead to increased regulatory costs and operational limitations for the compute market[94]. Drug Discovery and Biobank - The company is exploring strategic alternatives for its legacy Drug Discovery Services business, which includes a proprietary biobank of over 150,000 tumor samples[20]. - The PEDAL platform utilizes a biobank of over 150,000 patient tumor samples to create AI-driven predictive models of tumor drug response, significantly enhancing the probability of clinical success and reducing time and costs in oncology drug discovery[41][42]. - The 3D tumor-specific models developed by the company provide drug response predictions with high correlation to clinical responses, enhancing pipeline prioritization for biopharma clients[46][49]. - The company’s unique access to a privately held biobank offers a competitive advantage in drug response prediction, creating barriers to entry for competitors[61]. - The integration of AI with extensive tumor data allows for actionable insights critical to new drug development and individual patient treatment strategies[62]. - The company aims to leverage the PEDAL platform to assist biopharma clients in prioritizing oncology portfolios and repurposing previously failed drug compounds[56]. - New oncology drug compounds typically take 10-12 years to gain approval, with an estimated 90-95% failure rate during clinical trials due to inability to meet therapeutic endpoints[60]. - The FDA Modernization Act 2.0 is anticipated to increase the use of non-animal testing methods, promoting more efficient and predictive models in drug development[57]. Compliance and Regulatory Issues - The company has faced compliance issues with Nasdaq regarding its stock price, having previously executed a 20-for-1 reverse stock split to regain compliance[115]. - The company has regained compliance with Nasdaq's Minimum Bid Price Requirement as of January 3, 2025, after trading above the minimum requirement[116]. - As of September 30, 2024, the company's stockholders' equity was $1,966,969, which is below the Nasdaq minimum requirement of $2.5 million[117]. - The company was notified on June 9, 2025, that it had not regained compliance with the Stockholders' Equity Requirement, leading to a potential delisting from Nasdaq[118]. - The company did not comply with the Minimum Bid Price Requirement, as the closing bid price was below $1.00 for 30 consecutive trading days[119]. - An oral hearing was held on July 17, 2025, where the company presented plans to regain compliance, including potential sales of common stock and a reverse stock split[120]. - Nasdaq granted an extension through December 8, 2025, for the company to demonstrate compliance with continued listing requirements[121]. - A Reverse Stock Split was completed on September 29, 2025, resulting in a significant increase in stock price and regaining compliance with the Minimum Bid Price Requirement[122]. - On December 2, 2025, Nasdaq confirmed that the company had regained compliance with the minimum stockholders' equity requirement[123]. - Regulatory changes could require the company to register as a money services business, leading to increased compliance costs and potential operational shutdowns[101]. - The regulatory landscape for digital assets is rapidly evolving, which may materially affect the Company's operations and financial performance[186].

Financial Performance - Fortress Biotech reported consolidated net revenue of $63.3 million for the full year ended December 31, 2025, compared to $57.7 million for 2024, representing an increase of approximately 9.2%[16] - Journey Medical reported net product revenues of $61.2 million for the full year 2025, an increase from $55.1 million in 2024, reflecting a growth of approximately 11%[7] - Consolidated net revenue for the year ended December 31, 2025, was $63.3 million, an increase of 9% from $57.7 million in 2024[26] - The consolidated net loss attributable to common stockholders improved to $(1.9) million, or $(0.07) per share, for 2025, compared to a net loss of $(55.9) million, or $(2.69) per share, for 2024[21] - The company reported a loss from operations of $(70.2) million for 2025, an improvement from a loss of $(110.4) million in 2024[26] Cash and Assets - Fortress' consolidated cash and cash equivalents totaled $79.4 million as of December 31, 2025, a decrease of $6.8 million from the previous quarter but an increase of $22.1 million year-over-year[16] - Total current assets increased to $123.8 million as of December 31, 2025, compared to $90.4 million in 2024, marking a growth of approximately 37%[25] - Cash and cash equivalents increased to $79.4 million in 2025, up from $57.3 million in 2024, representing a growth of approximately 38%[25] Expenses - Consolidated research and development expenses, including license acquisitions, decreased to $11.9 million in 2025 from $56.9 million in 2024, representing a reduction of approximately 79%[21] - Consolidated selling, general and administrative costs increased to $96.4 million in 2025, up from $87.7 million in 2024, reflecting an increase of about 10%[21] Liabilities - Total liabilities decreased to $123.4 million in 2025 from $145.9 million in 2024, a reduction of about 15%[25] Acquisitions and Partnerships - The FDA approved ZYCUBO® for the treatment of Menkes disease in pediatric patients, with a subsequent sale of the Rare Pediatric Disease Priority Review Voucher (PRV) for gross proceeds of $205 million[3] - Checkpoint Therapeutics was acquired by Sun Pharma for an aggregate upfront payment of approximately $355 million, with Fortress eligible for an additional $4.8 million under a contingent value right (CVR) and a 2.5% royalty on future net sales of UNLOXCYT™[9] - Crystalys Therapeutics raised $205 million in Series A financing to support Phase 3 clinical studies for dotinurad, with Fortress eligible for a 3% royalty on future net sales[9] - ZYCUBO® is also eligible for up to approximately $128 million in aggregate sales milestones from Sentynl Therapeutics[5] - The acquisition of Checkpoint Therapeutics established a long-term royalty stream for Fortress, highlighting the strength of its business model[2] Shareholder Information - The weighted average common shares outstanding increased to 27,901,889 in 2025 from 20,784,334 in 2024, indicating a rise of about 34%[26] Product Launches - Emrosi™ was commercially launched by Journey Medical, contributing significantly to Fortress' dermatology product revenues[7]

Revenue Performance - Third quarter revenues were $11.3 billion, flat on a reported basis and down 3 percent on a currency-neutral basis[5] - NIKE Brand revenues were $11.0 billion, up 1 percent on a reported basis and down 2 percent on a currency-neutral basis, primarily due to declines in EMEA and Greater China[6] - Total revenues for Nike, Inc. for the three months ended February 28, 2026, were $11,279 million, a slight increase of 0% compared to $11,269 million for the same period in 2025[18] - North America footwear sales increased by 6% to $3,326 million for the three months ended February 28, 2026, while apparel sales decreased by 2% to $1,480 million[18] - Greater China experienced a significant decline in total sales, down 7% to $1,615 million for the three months ended February 28, 2026, with footwear sales dropping 7%[18] - Total sales in Europe, Middle East & Africa increased by 2% to $2,874 million for the three months ended February 28, 2026[18] - The Asia Pacific & Latin America region saw a slight increase in total sales by 1% to $1,490 million for the three months ended February 28, 2026[18] Profitability Metrics - Gross margin decreased 130 basis points to 40.2 percent, primarily due to higher tariffs in North America[6] - Net income was $0.5 billion, down 35 percent, and diluted earnings per share was $0.35, a decrease of 35 percent[7] - Total EBIT for Nike Brand decreased by 14% to $1,086 million for the three months ended February 28, 2026, compared to $1,257 million in the prior year[20] - Net income for Nike, Inc. fell by 35% to $520 million for the three months ended February 28, 2026, down from $794 million in the same period last year[20] - The net income margin for Nike, Inc. was 4.6% for the three months ended February 28, 2026, compared to 7.0% in the prior year[20] - The EBIT margin for Nike, Inc. decreased to 5.6% for the three months ended February 28, 2026, down from 7.3% in the prior year[20] Cash and Investments - Cash and equivalents and short-term investments were $8.1 billion, down approximately $2.3 billion[12] - Inventories were $7.5 billion, down 1 percent, reflecting a decrease in units and product mix shifts[12] Shareholder Returns - The company returned approximately $609 million to shareholders through dividends, up 3 percent from the prior year[8] Operating Expenses - Selling and administrative expenses increased 2 percent to $4.0 billion[6] Taxation - The effective tax rate was 20.0 percent compared to 5.9 percent for the same period last year[6] Corporate Revenues - Corporate revenues primarily consist of foreign currency hedge gains and losses related to revenues generated by entities within the Nike Brand geographic operating segments[20]

Corporate Actions - Workhorse completed a reverse stock split of 1-for-12 on December 8, 2025, resulting in MGMH owning 68.3% of the issued and outstanding Common Stock[18][22]. - The merger with Motiv Power Systems, completed on December 15, 2025, aims to broaden Workhorse's product portfolio and create operational scale and cost synergies[19][20]. - Workhorse completed its merger with Motiv Power Systems on December 15, 2025, with Motiv becoming a wholly owned subsidiary[199]. Financial Performance - Management expressed substantial doubt about the company's ability to continue as a going concern due to recurring losses and projected capital needs[38][45]. - The company incurred net losses of $64.1 million and $51.6 million for the fiscal years ended December 31, 2025 and December 31, 2024, respectively[106]. - An accumulated deficit of $319.0 million was recorded as of December 31, 2025, with expectations of continued net losses in 2026[121]. - The company reported negative cash flow from operating activities of $35.6 million and $38.2 million for the years ended December 31, 2025 and 2024, respectively[107]. - The company has experienced significant stock price volatility, which may result in substantial losses for shareholders[174]. - Future financing may lead to dilution for existing investors, particularly if shares are sold at lower prices than historical offerings[176]. Revenue Generation and Customer Relations - The company plans to generate revenue by increasing vehicle sales and reducing redundant expenses[43]. - In 2025, over half of the vehicle deliveries were made to repeat customers, highlighting strong customer support and service[203]. - A significant portion of future revenue is expected to come from a limited number of customers, with no long-term agreements in place, increasing the risk of revenue loss[124]. Production and Operations - The company plans to transition all vehicle production to its own facility by 2026, moving away from contract manufacturers to enhance scalability and flexibility[51]. - The company must scale operations at its Union City, IN facility to meet increased demand, which may strain management capabilities[143]. - The company may face challenges in scaling production due to limited experience in high volume manufacturing, which could lead to delays and cost overruns[109]. - The company plans to reduce costs and enhance the design and performance of its product lineup while developing a proprietary Class 5/6 cab chassis for various applications[210]. Product Development and Market Focus - The company has developed a product portfolio addressing the entire Class 4-6 medium duty trucking market, including the Class 5/6 W56 Step Van and Stripped Chassis designed for last-mile delivery[52]. - The Class 5/6 W56 platform is designed for last-mile delivery and high payload applications, offering lower total cost-of-ownership compared to conventional vehicles[206]. - The company focuses on the medium-duty electric truck market, estimated to be approximately $23 billion, and aims to provide sustainable solutions for commercial transportation[203]. Sustainability and Environmental Commitment - The company is committed to sustainability, aiming to lead the transition to zero emissions in the commercial vehicle industry through purpose-built electric vehicles[77]. - The company collaborates with suppliers to reduce its carbon footprint and ensure adherence to social, environmental, and ethical best practices throughout its value chain[79]. - The company launched the Motiv Premier Partner Network (MPPN) in April 2025 to support fleets in achieving net-zero emissions, focusing on minimizing charging infrastructure costs and improving operational efficiencies[56]. - All MY 2023/2024 Class 4 - 6 vehicles received approval for state and federal voucher incentive programs, with voucher amounts ranging from $60,000 to $125,000 for eligible vehicles[213]. Risks and Challenges - The company faces intense competition in the electric vehicle market, which may impact its ability to scale operations and achieve profitability[97]. - The company faces intense competition from established players like General Motors and Ford, which have greater financial resources and market recognition[145][146]. - Regulatory compliance costs and risks are substantial, with potential changes in laws affecting the electric vehicle industry and operational costs[125][127]. - The market for electric vehicles may not develop as expected, which could harm the company's business and financial condition[137][138]. - The company faces risks related to product liability claims, which could adversely affect its business and financial condition due to potential recalls and lawsuits[153]. - The company may incur substantial costs defending against intellectual property infringement claims, which could negatively impact its financial condition[155]. Employee and Management Considerations - The company emphasizes the importance of employee well-being and engagement through various programs, including flexible paid time off and wellness platforms[87]. - The company is committed to offering competitive compensation and benefits, including maternal/paternal leave policies and retirement benefits[88]. - As of December 31, 2025, the company had 148 full-time employees and 41 employees under transition agreements due to the merger[82]. - The company is focused on integrating the businesses of Workhorse and Motiv, which involves significant management time and resources[99]. Legal and Compliance Issues - The company has identified a material weakness in its internal control over financial reporting, which may affect its ability to report financial results accurately[98]. - A material weakness in internal control over financial reporting exists, which could lead to misstatements and affect the company's financial reporting and investor confidence[169][171]. - Coulomb Solutions Inc. filed a complaint against the company, which could materially affect its reputation and results of operations[129]. Financing and Credit Agreements - Workhorse received gross proceeds of $25.0 million from the Convertible Financing and Sale-Leaseback transaction, with $5.0 million in principal outstanding under the A&R Note as of December 31, 2025[46]. - The Customer Order Credit Agreement provides up to $40.0 million for vehicle manufacturing, while the Cash Flow Credit Agreement offers a line of credit of up to $10.0 million for working capital[33][35]. - The company holds obligations under the Credit Agreements that are senior secured obligations, ranking above all other indebtedness[37]. - The company has entered into Credit Agreements secured by its assets, and failure to meet conditions could adversely affect its ability to borrow and operate[163][164]. Cybersecurity and Operational Risks - The company’s electric vehicles utilize lithium-ion battery cells, which pose safety risks that could lead to liability and adverse publicity if not managed properly[157][158]. - The company’s cybersecurity risk management program is based on the NIST framework, focusing on prevention, detection, and mitigation of threats[182]. - The company faces risks from cyber-attacks that could disrupt operations and compromise sensitive information, potentially leading to significant costs[160]. - Future public health crises, such as pandemics, could materially disrupt the company's operations and financial condition[161][162].

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission File Number: 001-41701 NEWTON GOLF COMPANY, INC. (Exact name of registrant as specified in its charter) | Delaware | 82-4938288 | | --- | --- | | ( ...