Customer Concentration and Revenue - SEALSQ's ten largest customers accounted for 63% of its revenue in 2025, indicating significant customer concentration risk[36] - SEALSQ's ten largest customers accounted for 63% of its revenue in the year ended December 31, 2025[118] - SEALSQ's ability to grow its business depends on retaining and expanding its customer base and increasing service revenue[117] Financial Stability and Deficits - SEALSQ's parent company, WISeKey, has an accumulated deficit of approximately USD 299 million as of June 30, 2025, which may continue to impact financial stability[37] - SEALSQ reported an accumulated cumulative deficit of USD 76,107,000 as of December 31, 2025, up from USD 41,913,000 as of December 31, 2024[173] - SEALSQ is a holding company with no direct cash-generating operations and relies on its subsidiaries for funds necessary to pay dividends to shareholders[183] Product Development and Market Readiness - The commercial release of SEALSQ's post-quantum cryptography products was completed in Q4 2025, with first revenues expected in the second half of 2026[52] - Delays in the qualification and certification processes for SEALSQ's quantum-resistant chip could result in a market availability delay of six to nine months[53] - SEALSQ's lengthy development cycle for its products ranges from 18 to 24 months, which limits the risk of holding excess finished goods[108] Supply Chain and Production Risks - SEALSQ's business operations are vulnerable to supply chain disruptions due to reliance on third-party foundries without long-term contracts[36] - SEALSQ's IC products are heavily reliant on third-party foundries, and any failure to secure sufficient foundry capacity could significantly delay product shipments[85] - The company does not have long-term contracts with its foundry service providers, which increases the risk of supply disruptions and potential lost sales[86] Competition and Market Dynamics - The company faces intense competition from larger, well-established firms in the digital security market, which may leverage their resources to offer competitive solutions[98] - SEALSQ's ability to forecast future operations is limited due to uncertainties in its sales organization and market strategies[96] - SEALSQ's dependence on a limited number of third-party suppliers for IC packaging and testing services exposes it to risks such as capacity shortages and quality control issues[89] Cybersecurity and Compliance - Cybersecurity incidents could disrupt SEALSQ's services and harm its reputation, exposing it to liability[72] - SEALSQ complies with high security standards, including WebTrust and ISO27001, to mitigate risks associated with data handling[74] - The company faces ongoing cybersecurity threats, including malware and phishing attacks, which could impact its operational integrity and customer trust[79] Research and Development - SEALSQ anticipates a continued increase in research and development expenditure in 2026, particularly focused on post-quantum cryptography[111] - The company must continuously innovate and adapt its products to meet rapidly changing market needs to remain competitive[102] - SEALSQ's strategic initiatives in AI and post-quantum cryptography are subject to significant risks and uncertainties, which may affect market acceptance and technological viability[162] Regulatory and Geopolitical Risks - Changes in regulations regarding data privacy could adversely affect SEALSQ's ability to operate and expand internationally[126] - The ongoing geopolitical tensions, including the military conflict between Russia and Ukraine and the Israel-Hamas war, could materially adversely affect SEALSQ's business and financial condition[141] - The U.S. government's trade measures, including tariffs, could adversely affect SEALSQ's operations and financial condition, particularly in the semiconductor supply chain[148] Management and Operational Challenges - SEALSQ's CEO and CFO manage multiple publicly traded companies, which may strain their resources and divert attention from SEALSQ's business[134] - The effectiveness of SEALSQ's internal control over financial reporting is critical; failure to provide adequate reports could lead to a loss of investor confidence and a decrease in share value[133] - SEALSQ's future success is highly dependent on attracting and retaining qualified personnel, particularly in key management and technical roles[137] Tax and Legal Considerations - SEALSQ's PFIC status for 2025 is uncertain and depends on the value of its goodwill and other intangible assets[199] - Changes in SEALSQ's tax status or relevant legislation could result in additional costs and affect its financial condition[205] - SEALSQ faces various legal risks, including potential claims and litigation that could adversely affect its business and financial results[186] Shareholder and Market Considerations - SEALSQ's Ordinary Shares were not publicly traded before the Spin-Off Distribution on May 23, 2023, and the concentration of ownership may affect market liquidity[225] - The trading market for SEALSQ's Ordinary Shares has shown varying levels of activity, which may not be sustained, impacting investors' ability to sell shares[227] - SEALSQ may experience extreme share price volatility unrelated to its operational performance, complicating the assessment of its share value[228]

Financial Performance - Revenues for the twelve months ended December 31, 2025, were $5.7 million, a decrease of 13% from $6.6 million in 2024 due to reduced demand for emergency preparedness services [8] - Gross profit for the same period was $2.1 million, down from $2.6 million in 2024, reflecting a decline in revenue [8] - Loss from operations for 2025 was $7.0 million, compared to a loss of $2.3 million in 2024, indicating increased operational challenges [8] - The company reported a net loss of $7,966,366 for 2025, compared to a net loss of $2,293,648 in 2024 [13] Expenses - SG&A expenses increased to $8.6 million in 2025 from $4.8 million in 2024, primarily due to higher professional fees related to the company's IPO [8] - The company incurred $1,559,756 in stock-based compensation in 2025, with no such expenses reported in 2024 [13] - The provision for credit losses was $230,190 in 2025, compared to a recovery of $(131,000) in 2024 [13] - The company reported an impairment loss on property and equipment of $542,088 in 2025, with no such losses in 2024 [13] Cash Flow - Cash and cash equivalents as of December 31, 2025, were $2.1 million, slightly up from $2.1 million in 2024 [8] - Net cash used in operating activities was $(4,546,724) in 2025, a significant decrease from $540,353 in 2024 [13] - Cash flows used in investing activities totaled $(616,896) in 2025, compared to $(46,167) in 2024 [13] - The company generated net cash provided by financing activities of $5,196,433 in 2025, contrasting with $(3,551,861) in 2024 [13] - Cash and cash equivalents at the end of the period increased to $2,130,758 in 2025 from $2,097,945 in 2024 [13] Business Developments - The company signed a significant agreement with Attune Biotech Inc. to oversee manufacturing and quality assurance for a multi-asset therapeutic pipeline [3] - A joint venture was established with Revival Health to enhance logistics and data infrastructure for U.S.-based manufacturing [3] - The company launched Callan JMB Services (India) Private Limited, with plans for a temperature-controlled warehouse in Pune for pharmaceutical distribution [3] - An emergency preparedness contract with the City of Chicago was extended through June 2026, increasing total contract value to $9.1 million [3] - The proprietary Sentry Monitoring System was upgraded to HTML5, allowing remote monitoring of temperature-sensitive pharmaceutical storage [4] IPO and Financing - The company recognized $4,543,989 in proceeds from IPO and overallotment in 2025, with no such proceeds in 2024 [13] - The fair value of stock warrants issued at IPO was $144,358 in 2025, with no such issuance in 2024 [13]

Financing Activities - The Company completed a private placement on November 5, 2025, raising a total of $219.1 million, with $145.4 million paid in cash and $73.7 million in AVAX tokens [25][28]. - The Subscription Agreements included an estimated aggregate amount of $292.4 million based on an indicative value of $33.82 per AVAX token [25]. - On March 21, 2025, investors purchased an additional tranche of $1,320,000 in convertible debentures, resulting in gross proceeds of $1,188,000 and 47,906 warrants with an exercise price of $17.91 [42]. - On April 22, 2025, an investor purchased a promissory note of $290,000 with a one-time interest charge of 12% amounting to $34,800 [43]. - On July 21, 2025, investors purchased $833,334 in convertible debentures for gross proceeds of $750,000, receiving 80,354 warrants with an adjusted exercise price of $6.741 [45]. - On September 25, 2025, investors purchased $550,000 in convertible debentures for gross proceeds of $495,000, receiving 148,340 warrants with an exercise price of $2.41 [47]. - On October 24, 2025, investors purchased $7,700,000 in convertible debentures for gross proceeds of $6,930,000, receiving 2,076,763 warrants with an exercise price of $2.41 [48]. - On November 5, 2025, the company raised approximately $219,100,000 from the sale of 86,690,657 common shares and pre-funded warrants, with the common shares priced at $2.36 each [49]. - The Company incurred approximately $290,000 in transaction-related costs for the issuance of convertible debentures and warrants in January 2025 [160]. - Net cash provided by financing activities was $151,711,941 in 2025, an increase of $148,102,255, primarily from proceeds of the Offering and debentures [214]. Digital Asset Strategy - The Company announced a digital asset treasury reserve strategy, using AVAX tokens as its primary treasury reserve asset [29][41]. - The Company is in the process of liquidating its Manna business while focusing on its digital asset strategy [23]. - The Company has engaged an asset manager, Hivemind, to manage its cryptocurrency holdings, focusing on maintaining a majority in one to five decentralized finance digital assets, including AVAX [109]. - The lack of comprehensive regulation in cryptocurrency trading platforms increases the risk of fraud and market manipulation, which could adversely affect the value of the company's cryptocurrency holdings [110]. - The operational integrity of digital asset trading platforms is a critical risk factor, as many lack robust security measures, increasing vulnerability to hacks and fraud [113]. - The Company has sustained cumulative net losses of $93,977,325 from inception through December 31, 2025, with a net loss from continuing operations of $31,994,535 for the fiscal year ended December 31, 2025 [93]. - The Company reported a total of 12,409,212 AVAX tokens valued at $152,509,109 as of December 31, 2025 [189]. - The unrealized loss on market valuation increased significantly due to the decline in market value of AVAX tokens [204]. Bitcoin Mining Operations - The Company has entered the sustainable Bitcoin Mining industry, operating facilities in Alberta, Canada, and Ohio, with a focus on generating immediate cash flow [24][41]. - The Company has completed two acquisitions in the Bitcoin Mining sector since late November 2024, enhancing its operational capabilities [24]. - The company operates three Bitcoin mining facilities and produced Bitcoins at a weighted average cost of approximately $50,300, with the price of one Bitcoin at $87,508.83 as of December 31, 2025 [68][69]. - The average cost of Bitcoin mined is approximately $50,300, with an average operating cost of $2,333.36 per day, mining 1 BTC every 21 days [86]. - The Company plans to upgrade its miners in Ohio, expecting a 20% efficiency gain, resulting in a hash rate of approximately 370 PH/s and mining 1 BTC every 6-7 days for the remainder of 2026 [87]. - Bitcoin Mining revenue surged to $1,732,675 in 2025, up 6,421% from $26,572 in 2024 [193]. - Energy costs are a significant driver for Bitcoin Mining operations, managed through a power purchase agreement to secure favorable pricing [190]. Financial Performance - Total revenue for the year ended December 31, 2025, was $2,340,811, a significant increase from $26,572 in 2024, representing a growth of 8,800% [193]. - Operating expenses rose to $24,005,821 in 2025, an increase of 137% from $10,123,535 in 2024 [199]. - The impairment of assets increased by $1,425,956, or 34%, primarily due to the impairment of Manna IP and certain Bitcoin Mining equipment [200]. - Share-based compensation increased by $1,133,066, or 293%, due to common shares issued to executives and consultants [201]. - Net loss for the year was $33,195,206, compared to a net loss of $16,274,815 in 2024, reflecting an increase of $16,920,391 [209]. - Net cash used in operating activities was $14,445,853 in 2025, an increase of $9,174,575 from $5,271,278 in 2024 [210]. - Net cash used in investing activities reached $115,512,358 in 2025, a significant increase of $113,642,573 attributed to digital asset purchases and acquisitions [213]. Regulatory and Compliance Risks - The Company is classified as an "emerging growth company," allowing it to delay the adoption of certain accounting standards until they apply to private companies [89]. - The Company faces significant competition in the digital asset market, which may hinder its ability to maintain its digital asset strategy and compete effectively [102]. - The Company has not encountered cybersecurity threats that materially affect its business strategy or financial condition [145]. - The board of directors has delegated oversight of cybersecurity risks to the audit committee, emphasizing the importance of managing these risks [146]. - The management team is required to focus significantly on regulatory compliance, which may divert attention from day-to-day business management [126]. - The company is subject to significant administrative and legal burdens as a public operating company, which may impact its operational focus [126]. - Regulatory developments regarding digital assets may adversely affect the company's business and financial condition, as new laws could impact the ability to own or transfer cryptocurrencies [108]. Shareholder Matters - The Company authorized a share repurchase program in November 2025, allowing for the repurchase of up to $40 million of common shares over 12 months [178]. - As of December 31, 2025, the Company repurchased 183,346 shares at a total cost of $257,964 under the repurchase program [178]. - From January 1, 2026, to March 24, 2026, the Company repurchased 3,090,038 common shares for a total cost of $2,868,398 [179]. - The average price paid per share for the repurchases from January 1, 2026, to March 24, 2026, was $0.92 [156]. - The company's common shares are currently trading at $0.65 per share, below the Nasdaq minimum bid price requirement of $1.00 [152]. - On March 13, 2026, the company received a notice from Nasdaq regarding non-compliance with Rule 5550(a)(2) due to the closing bid price being below the minimum requirement for 30 consecutive business days [153]. - The company has approximately 89,798,842 common shares issued and outstanding as of March 24, 2026 [154]. - The company has never paid cash dividends on common shares and does not expect to do so in the foreseeable future [157].

Venue Operations and Development - Venu operates upscale music venues and restaurants, with a capacity of approximately 1,400 guests for indoor venues and over 8,000 for multi-season amphitheaters[18]. - The company plans to open new venues in Oklahoma and Texas, with the Sunset at Broken Arrow expected to open in Fall 2026 and additional locations in 2027[18]. - Venu's operational strategy includes constructing venues concurrently to create an entertainment campus that enhances guest experiences[29]. - Venu plans to open BBP Centennial in the first half of 2027 after acquiring property in Centennial, Colorado[56]. - The Sunset Amphitheater in Colorado Springs is expected to host approximately 70-80 concerts and events each year[57]. - Venu is constructing The Sunset McKinney amphitheater in Texas, expected to be concert-ready by Q1 2027, with a seating capacity of 20,000[83]. - The Sunset El Paso amphitheater will accommodate 12,500 attendees and is projected to require an investment of $100 million, up from an initial estimate of $80 million[88]. - The Sunset Houston, a 12,500-capacity amphitheater, is planned to open in Fall 2027 or early 2028, featuring 217 private Luxe FireSuites[94]. - The first Sunset Amphitheater in Colorado Springs was completed in August 2024, with plans for additional venues in Oklahoma and Texas[198]. Financing and Investment Strategies - Venu's financing strategy includes pre-selling naming rights, with costs ranging from approximately $140,000 per year for indoor venues to $2,000,000 per year for large amphitheaters[35]. - Venu's partnership with local municipalities includes financial incentives such as an $8,000,000 forgivable loan from the City of El Paso for developing The Sunset Amphitheater[33]. - Venu expects to access attractive debt capital by partnering with municipalities and funding construction expenses through pre-sales of naming rights and Luxe FireSuites[39]. - Venu's financing strategy includes revenue growth, sale-leaseback transactions, and tax-advantaged structures like Delaware Statutory Trusts for real property assets[40]. - Venu's total outstanding debt obligations include a mortgage loan of $4,060,028 at an interest rate of 3.95% maturing in 2043[120]. - The company has a convertible promissory note of $1,000,000 with a 12% interest rate maturing in 2028[121]. - Venu has committed $70 million in private investments for The Sunset BA construction, requiring additional outside capital to support development[198]. Revenue Generation and Operational Flexibility - Venu's revenue streams include ticket sales, venue rentals, naming rights, sponsorships, food and beverage sales, and parking fees, with a focus on maximizing operational flexibility[46]. - BBP venues accommodate approximately 1,400 concertgoers for general admission and 500-700 for seated events, generating incremental revenue through event rentals and sponsorships[48]. - BBP CO has been rented for 108 events in 2021, 114 in 2022, 182 in 2023, 101 in 2024, and 98 in 2025, showcasing its operational flexibility[51]. - Venu's exclusive operating agreement with AEG Presents allows for a profit-sharing split of 45% to 55% from Ford Amphitheater's operations[73]. - The profit split between AEG Presents and Venu for venue profits ranges from 45% to 55%[116]. Community Engagement and Partnerships - Venu emphasizes community ties and relationships in its development strategy, focusing on underserved markets[32]. - Venu's partnership with Live Nation includes a Multi-Event Incentive Agreement for booking events at The Sunset BA, with escalating incentive payments based on ticket sales[79]. - Venu's strategic partnerships with public municipalities and companies aim to enhance operational efficiency and market competitiveness[161]. - Venu's market expansion strategy focuses on entering relatively barren markets and leveraging local ties to facilitate capital raising and community relationships[160]. Management and Operational Structure - The company has experienced management with a track record in hospitality and entertainment, supporting its growth strategy[31]. - Venu's subsidiaries utilize non-voting membership units to accumulate financing for amphitheater assets, with 90 Luxe FireSuites pre-sold at Ford Amphitheater, generating significant construction funding[37]. - Venu owns 100% of Bourbon Brothers Holdings LLC, Bourbon Brothers Smokehouse and Tavern CS, LLC, and several other subsidiaries, indicating strong control over its operations[110]. - Venu's subsidiaries utilize a model where third-party investors hold non-voting interests, allowing Venu to maintain total voting control while funding amphitheater projects[108]. Financial Performance and Risks - Venu incurred net losses of $50,735,855 and $32,948,974 for the years ended December 31, 2025 and 2024, respectively, with an accumulated deficit of $91,407,702 as of December 31, 2025[179]. - Venu expects to continue incurring operating losses until its venues are open and operational, with significant resources allocated for development and operations[178]. - Venu's management believes that cash on hand and anticipated improved profitability in 2026 will support its operations for at least 12 months from the date of the Annual Report[179]. - The company faces risks related to its ability to attract events and manage operational costs effectively, which could impact revenue generation[180]. - Venu's competitive environment includes competition from established venues and a general trend of consumers reducing entertainment spending due to economic concerns[158]. Compliance and Regulatory Challenges - Venu's compliance with various federal, state, and local regulations includes adherence to safety standards, labor laws, and environmental protection measures[163]. - Venu's disclosure controls and procedures were deemed ineffective due to material weaknesses, which could adversely affect its financial reporting and compliance[184]. - Venu's public-private partnerships may impose monetary penalties, such as $10,000 per month for construction delays beyond December 31, 2026, for the Sunset BA amphitheater[191]. Future Growth and Strategic Planning - Venu's future growth and ability to generate revenue depend on successful fundraising and execution of its business plan, which includes potential strategic acquisitions and capital raising efforts[179]. - Venu aims to expand its entertainment venues to additional markets by 2028[118]. - Venu's ability to open new venues by 2030 is contingent on successful land acquisition and construction, facing risks from delays and unforeseen costs[192]. - The company's ability to expand operations through new venue development is subject to risks such as cost overruns, delays, and the unavailability of desirable sites[207].

Financial Position - As of December 31, 2025, Omeros Corporation reported cash, cash equivalents, and short-term investments totaling $171.8 million, an increase from $90.1 million in 2024[359]. - The total assets of Omeros Corporation increased to $325.6 million in 2025, up from $277.1 million in 2024, reflecting a growth of approximately 17.5%[369]. - The company's total current liabilities decreased slightly to $78.1 million in 2025 from $79.5 million in 2024, indicating improved management of short-term obligations[369]. - Omeros Corporation's accumulated deficit increased to $913.7 million in 2025 from $910.3 million in 2024, showing ongoing challenges in achieving profitability[369]. - Omeros Corporation's total shareholders' equity deficit improved to $(121.2) million in 2025 from $(182.6) million in 2024, indicating a positive trend in financial health[369]. Revenue and Expenses - Total costs and expenses for 2025 were $122.8 million, a decrease of 26.4% from $166.9 million in 2024[372]. - The net loss for 2025 was $3.35 million, significantly improved from a net loss of $156.8 million in 2024[372]. - Research and development expenses decreased to $81.3 million in 2025 from $119.5 million in 2024, a reduction of 32%[372]. - The company reported a gain of $237.6 million from the sale of zaltenibart in 2025[372]. Cash Flow and Investments - Cash and cash equivalents at the end of 2025 were $9.66 million, up from $3.4 million at the end of 2024[378]. - The company reported net cash used in operating activities of $116.1 million in 2025, compared to $148.8 million in 2024, indicating improved cash flow management[378]. - The company received an upfront cash payment of $240.0 million from Novo Nordisk and is eligible for up to $1.8 billion in potential development and commercial milestones, plus tiered royalties on net sales[387]. Debt Management - The repayment of the Term Loan in November 2025 led to the de-recognition of the associated embedded derivative, impacting the financial statements as of December 31, 2025[360]. - The company repaid the $67.1 million Term Loan on November 25, 2025, resulting in a net non-cash gain on extinguishment of $17.0 million[482]. - The outstanding principal amount of the Term Loan was $67.1 million as of December 31, 2024, with a fair value of $69.53 million[484]. - The effective interest rate on the Term Loan was recognized at 3.38% due to premium amortization[486]. Clinical Development and Approvals - YARTEMLEA® received FDA approval on December 23, 2025, for treating hematopoietic stem cell transplant-associated thrombotic microangiopathy[382]. - Commercial distribution and sales of YARTEMLEA commenced in January 2026[384]. - The company has completed Phase 1 clinical trials for OMS1029, a long-acting antibody targeting MASP-2, and is preparing to initiate Phase 2 clinical development[390]. Tax and Regulatory Matters - The effective tax rate for the year ended December 31, 2025, was 72.0%, influenced by changes in valuation allowance and unrecognized tax benefits[534]. - The company did not pay any federal or foreign income taxes during 2025, with cash income taxes paid of $0.2 million in both 2025 and 2024, down from $3.3 million in 2023[536]. - The company maintains a full valuation allowance on its net U.S. deferred tax assets, primarily due to cumulative losses and forecasted losses in the near term[532]. Shareholder Activities - The company has a sales agreement to sell shares of its common stock in an "at the market" equity offering facility for up to $150.0 million[397]. - The company approved a new share repurchase program allowing for the repurchase of up to $100,000,000 of common stock[516]. - The company repurchased 1.8 million shares at an average price of $2.54 per share for a total of $4.7 million in 2023[515]. Other Financial Metrics - The company assessed the Credit Agreement as a troubled debt restructuring, recording a $29.3 million premium to term debt on its consolidated balance sheet[427]. - The total amount of gross unrecognized tax benefits as of December 31, 2025, was $4.4 million, with accrued interest and penalties of $1.5 million included[533]. - The company has various programs in preclinical research and development, indicating ongoing innovation efforts[392].

Financial Performance - MediaCo's total net revenues for the year ended December 31, 2025, were $133.336 million, a significant increase from $95.571 million in 2024, representing a year-over-year growth of approximately 39.4%[193] - Net revenue for 2025 was $133.3 million, an increase of $37.8 million or 40% compared to $95.6 million in 2024[217] - Digital revenue surged to $57.085 million (42.8% of total revenues) in 2025, compared to $20.291 million (21.2% of total revenues) in 2024, indicating a growth of 181.5%[193] - Operating loss for 2025 was $24.8 million, a decrease of $3.4 million or 12% from an operating loss of $28.2 million in 2024[217] - Net loss for 2025 was $66.2 million, an increase of $64.9 million or 4986% compared to a net loss of $1.3 million in 2024[217] - Adjusted EBITDA for 2025 was $7.3 million, an increase of $8.9 million or 558% from an adjusted EBITDA loss of $1.6 million in 2024[217] - Adjusted EBITDA for the year ended December 31, 2025, was $7.27 million, compared to $(1.59) million in 2024, indicating a significant turnaround[242] Revenue Breakdown - Spot Radio & TV Advertising revenue increased to $67.123 million (50.3% of total revenues) in 2025, up from $61.158 million (64.0% of total revenues) in 2024[193] - The Audio Segment reported net revenues of $54.7 million in 2025, a decrease of $2.8 million compared to $57.5 million in 2024[233] - Video Segment net revenues increased to $78.59 million in 2025 from $38.04 million in 2024, a growth of 106.6%[235] - Digital platform revenue increased by 181% year-over-year, driven by expanded over-the-top distribution and social monetization[217] Costs and Expenses - The company incurred involuntary termination costs of $1.6 million and $1.4 million for the years ended December 31, 2025, and 2024, respectively, as part of the Estrella Acquisition integration[196] - Operating expenses excluding depreciation and amortization increased by $37.2 million or 35% to $143.8 million in 2025 compared to $106.7 million in 2024[220] - Interest expense increased by $4.4 million or 39% to $15.5 million in 2025 due to additional long-term debt from the Estrella Acquisition[220] Asset and Impairment - MediaCo's goodwill impairment charge for the audio reporting unit was $19.9 million as of December 31, 2025, due to a significant decline in the company's stock price[200] - The estimated fair value of the audio reporting unit was reduced to zero, while the video reporting unit's fair value exceeded its carrying amount of $8.4 million by 11.1%[202] - Five broadcast licenses were impaired, resulting in a charge of $3.2 million in 2025, while the fair values of the remaining licenses exceeded their carrying values[211] - The company recorded a $3.2 million impairment charge related to FCC licenses as of October 1, 2025[213] Cash Flow and Liquidity - Cash flows from operating activities increased by $21.8 million or 110% to $2.0 million in 2025 compared to 2024[217] - Cash flows from operating activities improved to $2.0 million in 2025 from cash used of $(19.9) million in 2024, marking a positive shift[250] - As of December 31, 2025, the Company had cash, cash equivalents, and restricted cash of $7.1 million, with negative working capital of $(49.0) million, worsening from $(18.0) million in 2024[244] - The Company intends to refinance $5.0 million of Delayed Draw Term Loans due in May 2026 and July 2026 to improve liquidity[246] - Cash used in investing activities decreased to $0.8 million in 2025 from $14.2 million in 2024, primarily due to reduced capital expenditures[251] - The Company expects ongoing cash requirements for capital expenditures and strategic investments beyond the next twelve months[247] Strategic Initiatives - The company is actively exploring potential acquisitions to leverage strengths and enhance long-term value[196] - MediaCo's strategy includes capitalizing on the growing FAST marketplace and developing direct-to-consumer apps and websites to engage audiences[195] Debt and Interest Rate Risk - Approximately 53% of the Company's long-term debt bore interest at floating rates as of December 31, 2025, exposing it to interest rate risk[257]

Financial Performance - Beeline's total net revenues for the year ended December 31, 2025, were $7.77 million, a significant increase from $1.11 million in 2024[311]. - Beeline Loans generated revenues of $6.39 million in 2025, compared to $0.92 million in 2024, reflecting strong growth in the mortgage lending segment[311]. - The net loss from continuing operations for 2025 was $22.67 million, up from a loss of $2.39 million in 2024, primarily due to the inclusion of Beeline's results[312]. - For the year ended December 31, 2025, Beeline Loans reported net revenues of $6.4 million, a significant increase from $0.9 million in 2024, while Beeline Title Holdings reported net revenues of $1.4 million compared to $0.2 million in 2024[323][333]. - Total net loss from continuing operations for the year ended December 31, 2025, was $22.7 million, compared to a loss of $2.4 million in 2024, reflecting the inclusion of Beeline's results for 2025[323][337]. - The company reported a net loss of $23.4 million, compared to a net loss of $13.1 million in 2024[348]. - Adjusted EBITDA for 2025 was $(11.8) million, a decline from $(4.5) million in 2024, indicating worsening operational performance[348]. - The net loss attributable to common stockholders for 2025 was $31,513 million, compared to a loss of $11,483 million in 2024, reflecting a deterioration of approximately 175%[397]. - The company reported a loss from operations of $19,541 million in 2025, up from a loss of $5,184 million in 2024, marking an increase of about 276%[397]. - The total comprehensive loss for 2025 was $23,395 million, compared to $13,110 million in 2024, representing an increase of approximately 78%[397]. Revenue and Growth - Beeline Loans originated $170.2 million in residential mortgage loans for the year ended December 31, 2025, up from $57.0 million in the period from October 8, 2024, to December 31, 2024[324]. - The company anticipates that interest rates, housing supply, and affordability will remain key factors influencing future mortgage origination volumes[291]. - The company is expanding its B2B SaaS strategy, which is subject to macroeconomic conditions, to leverage mortgage origination opportunities[291]. - Beeline Labs launched BlinkQC, a SaaS platform aimed at automating pre-close quality control reviews for mortgage loan files, with expected gross margins of approximately 50%[302][303]. - Beeline Title closed a fractional sale of home real estate with TYTL, marking a significant milestone in blockchain-driven real estate finance, generating $22,009 in revenue from this business[299][301]. Expenses and Losses - Compensation, commissions, and benefits expenses for Beeline Loans were $6.7 million for the year ended December 31, 2025, compared to $1.0 million in the previous period[330]. - Marketing and advertising expenses for the corporate segment increased to $0.2 million in 2025 from $0.01 million in 2024[340]. - General and administrative expenses for the corporate segment were $5.4 million for the year ended December 31, 2025, compared to $1.8 million in 2024[338]. - Beeline Loans reported a loss from operations of $9.2 million for the year ended December 31, 2025, compared to a loss of $1.9 million in the previous period[324]. - The company incurred stock compensation expenses of $2,916,000 in 2025, compared to no such expenses in 2024, indicating increased investment in employee incentives[402]. Cash Flow and Financing - Net cash used in operating activities for 2025 was $22.1 million, significantly higher than $4.3 million in 2024, primarily due to increased net loss from continuing operations[350]. - The company raised $24.9 million from financing activities in 2025, primarily from $22.8 million in net equity transactions and $8.4 million in borrowings[352]. - The company sold 5,694,515 shares of common stock for proceeds of $7.0 million under the ELOC Agreement during 2025[357]. - The company expanded its warehouse lines to $25.0 million in October 2025, tripling its previous line to support anticipated revenue growth[359]. - The company plans to continue raising capital through equity to meet internal cash requirements, dependent on operational success[361]. Assets and Liabilities - Beeline Holdings, Inc. reported total assets of $70.2 million as of December 31, 2025, an increase from $66.5 million in 2024, representing a growth of approximately 2.6%[394]. - The company's accumulated deficit rose to $125.7 million in 2025, compared to $94.2 million in 2024, indicating a deterioration of approximately 33.5%[394]. - Total current assets increased to $19.4 million in 2025 from $10.0 million in 2024, marking a significant increase of 93.5%[394]. - The total liabilities decreased to $16.6 million in 2025 from $17.5 million in 2024, a reduction of approximately 5.1%[394]. - The company has incurred recurring losses and negative cash flows from operations since its inception, raising substantial doubt about its ability to continue as a going concern[383]. Strategic Initiatives - Beeline's proprietary technology aims to enhance efficiency and reduce costs in loan processing, positioning the company favorably against traditional methods[287]. - The company tracks performance metrics such as margin and net gain-on-sale of loans to optimize financial performance and assess progress toward strategic objectives[292]. - The company plans to open the BlinkQC platform to over 1,000 banks and independent mortgage banks in 2026[415]. - Management believes that BlinkQC will represent a potential source of incremental revenue for the Company[415]. - The company may need additional funding sources in the future, and there are no assurances that business plans will be successful[416].

Financial Reporting and Compliance - The company presents Non-GAAP Net Loss for supplemental informational purposes, which is not intended to substitute GAAP financial measures[18]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to take advantage of certain reporting exemptions[20]. - The company will remain an emerging growth company until its annual gross revenues exceed $1.07 billion or until December 31, 2027, whichever comes first[22]. - The company has opted out of the extended transition period for complying with new accounting standards, requiring it to comply on the same timeline as non-emerging growth companies[20]. - The company is not required to comply with auditor attestation requirements under the Sarbanes-Oxley Act[21]. - The company’s financial information is prepared in accordance with U.S. GAAP, with all figures presented in U.S. dollars[15]. - The company’s reporting currency is the U.S. dollar, and it has undergone a reverse share split at a ratio of 30:1[16]. Forward-Looking Statements and Risks - The company’s forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially[28]. - Important factors affecting future results include limited operating history and capital requirements[29]. - The company discusses risks in detail under the "Risk Factors" section of the Annual Report[30]. - The company acknowledges that forward-looking statements are based on reasonable expectations but cannot guarantee future results or performance[31]. Market Data and Research - Market data and industry forecasts used in the report are sourced from reliable market research databases and publicly available information[33]. - The company relies on third-party sources for industry forecasts and market research, which are considered reliable based on management's industry knowledge[33]. - Statements regarding agreements and contracts in the report are summaries and do not provide a complete description of all terms[34].

Security Services and Technology - The company has handled over 1.28 million security service requests, including upwards of 10,000 emergencies and lifesaving situations[24] - The Bond Preventative Personal Security Platform offers 14 distinct services, with eight being preventative in nature[28] - The average response time of Personal Security Agents is within 4 seconds[22] - The Bond Command Centers are operational in 28 countries, providing 24/7 support to members[42] - The Bond application allows members to connect with Personal Security Agents via video, chat, and audio calls for immediate assistance[29] - The company has developed a Drone First Responder service that has been operational for two years in Coral Gables, FL, enhancing response times for members[52] - The company utilizes sophisticated data analytics to optimize staffing of Personal Security Agents, ensuring response times are in seconds[49] - The company’s technology is designed to provide pre-emergency services, differentiating it from competitors that only offer panic button solutions[62][63] - The company provides a cloud-based Preventative Personal Security Platform powered by AI, offering remote protective services via a phone app[197] - The company continues to develop its proprietary AI capabilities to assist in identifying potential anomalies for further review[198] Market Potential and Business Model - The company aims to enhance personal security for approximately 140 million Americans who feel unsafe walking alone at night[25] - The personal security market is projected to reach $338.23 billion by 2030, indicating significant growth potential for the company[58] - The company aims to potentially reach 100 million end users within 10 years, which could generate $5 billion in annual revenues at a hypothetical low subscription rate of $50 per user per year[61] - The business model creates favorable economics with a low cost of sales and high profit margin[24] - The company offers a subscription-based service, primarily through annual payments, targeting both B2B and B2C markets[56][60] - The company emphasizes scalability in its subscription-based business model, with most costs not increasing linearly with revenue growth, particularly in Command Center operations[212] - The company’s revenue is primarily generated from B2B services, indicating a strong focus on institutional clients for security solutions[215] Financial Performance and Funding - The company raised approximately $42 million under Regulation D of the Securities Act by early 2019 to develop its technology platform[20] - The company plans to raise up to $300 million through the Equity Line SPA, which may lead to significant dilution for existing shareholders if stock prices decline[120] - For the fiscal years ended December 31, 2025 and 2024, the company incurred losses of approximately $10,549,000 and approximately $11,017,000, respectively, highlighting a history of operating losses[123] - As of December 31, 2025, the company had approximately $599,000 in cash and a working capital deficit of approximately $4,062,000, indicating that anticipated operating requirements exceed available capital resources[117] - The company has primarily funded its operations through equity financing, venture debt, and internal cash flows, indicating a reliance on external financing for growth[128] - The company may not be able to continue as a going concern without additional financing, raising doubts about its ability to achieve business objectives[127] Regulatory and Compliance Risks - The company is subject to evolving privacy regulations, such as the California Consumer Privacy Act, which may impact its operations and compliance efforts[71] - The company is subject to various data privacy laws, including the GDPR, which imposes significant compliance requirements and risks, potentially leading to financial penalties and reputational damage[74] - Compliance with privacy and data security regulations may increase operational costs and impede the deployment of new products and services, adversely affecting overall demand[81] - The evolving regulatory landscape regarding privacy and data security may require the company to adapt its business practices, potentially increasing costs and operational burdens[81] - Compliance with the Sarbanes-Oxley Act will require a report on internal control over financial reporting, which could be costly and challenging[101] Operational Challenges - The company faces challenges in attracting and retaining skilled personnel due to competition from other technology firms, which may hinder its ability to execute business plans[78] - The company relies on third-party suppliers and subcontractors for hardware and software solutions, and any failure in their performance could materially impact business operations and financial condition[83] - The company depends on AWS for cloud infrastructure, and any disruption in AWS services could negatively affect business operations and user experience[93] - The cost of insurance is a significant expense and is subject to market fluctuations, which could impact the company's financial position if coverage is inadequate[91] - The company has implemented quality controls to detect defects in its platform, but human error and resource constraints may still lead to significant operational issues[92] Cybersecurity and Risk Management - The company faces potential risks related to cybersecurity, including threats from various actors that could disrupt operations and lead to significant financial losses[149] - The company has implemented a structured Information Security Management System (ISMS) certified in accordance with ISO 27001 to manage cybersecurity risks[162] - A Cybersecurity Incident Response Plan (CIRP) is in place to define roles and responsibilities for responding to cybersecurity threats[163] - The company has established procedures and tools for identifying and mitigating cybersecurity risks associated with third-party service providers[164] - The company may incur additional costs and face reputational harm due to security incidents, which could deter customers and negatively impact growth[155] Shareholder and Stock Information - The company has a total of 1,216 holders of record for its Common Stock as of March 31, 2026[176] - The company has never declared or paid dividends on its Common Stock and intends to retain all available funds for business growth[177] - The company’s stock may be less attractive to investors due to its emerging growth status, potentially resulting in higher volatility in stock price[141] Strategic Growth and Acquisitions - The company is currently in hyper-growth mode, expanding as fast as it invests in marketing and sales resources[24] - The company is focused on expanding its services through partnerships with corporations and consumer brands, which may subsidize the service for their customers[57] - Strategic acquisitions may not yield favorable terms or outcomes, potentially resulting in unanticipated costs and integration challenges[96] - The company must maintain a strong brand identity and user satisfaction to attract and retain users, which requires significant marketing investment[112] - User dissatisfaction with service levels could harm the company's reputation and brand development efforts[113]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ 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: 001-38022 MATINAS BIOPHARMA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware No. 46-3011414 (State or other jurisdict ...