Store Operations and Growth - TJX operates over 5,200 stores and six branded e-commerce sites, offering merchandise at prices generally 20% to 60% below full-price retailers[16]. - The Marmaxx segment, which includes TJ Maxx and Marshalls, has a total of 2,603 stores, with an estimated long-term growth potential of 3,000 stores[35]. - HomeGoods operates 963 stores, with a long-term growth potential of 1,800 stores, while Homesense has 79 stores[35]. - The Sierra segment has expanded to 145 stores, with a potential growth of 325 stores[35]. - TJX Canada operates 589 stores, with a potential growth of 650 stores across its brands[35]. - The TJX International segment has 835 stores, with a potential growth of 1,225 stores, including expansion into Spain[35]. - The total number of stores at the end of fiscal 2026 was 3,790 in the U.S., 589 in Canada, 747 in Europe, and 88 in Australia[117][119]. - The company plans to open 45 new Marmaxx stores and 24 new Sierra stores in fiscal 2027, increasing selling square footage by approximately 2%[169]. Financial Performance - Net sales increased by 7% to $60.4 billion for fiscal 2026, compared to $56.4 billion for fiscal 2025, with consolidated comp sales rising by 5%[134]. - Diluted earnings per share rose to $4.87 for fiscal 2026, up from $4.26 in fiscal 2025, benefiting from a $0.14 net gain from a litigation settlement[161]. - The pre-tax profit margin improved to 12.1% in fiscal 2026, a 0.6 percentage point increase from 11.5% in fiscal 2025[134]. - Cost of sales as a percentage of net sales decreased to 69.0% in fiscal 2026, down from 69.4% in fiscal 2025, attributed to favorable merchandise margins[155]. - SG&A expenses as a percentage of net sales decreased to 19.1% in fiscal 2026, compared to 19.4% in fiscal 2025, due to a net benefit from a litigation settlement[156]. - The company returned $4.3 billion to shareholders through share repurchases and dividends during fiscal 2026[134]. - Comp sales growth was driven by a higher average basket and increased customer transactions, with home and apparel segments performing in line with overall comp sales[143]. - The effective income tax rate decreased to 24.7% for fiscal 2026 from 25.0% in fiscal 2025, primarily due to federal tax credits[160]. Inventory and Supply Chain Management - The company employs over 1,400 associates in its global buying organization, sourcing merchandise from more than 100 countries[26]. - TJX's inventory management strategies enable rapid turnover, with a goal of selling through most merchandise within the planned period[30]. - The company sources merchandise globally, facing risks such as supply chain disruptions, tariffs, and compliance with international trade laws, particularly from countries like China and India[63]. - Increased regulations regarding supply chain risks may lead to higher operating costs and affect inventory availability and pricing[64]. - The company uses the retail method for inventory valuation, which involves management estimates regarding markdowns and inventory shrinkage[198]. Market and Competitive Environment - The retail apparel and home fashion markets are highly competitive, with the company competing on value, merchandise selection, and customer experience[58]. - The company’s marketing efforts are crucial for driving customer transactions, and ineffective marketing could adversely affect revenue[59]. - Economic conditions, including inflation and consumer confidence, have impacted discretionary spending and could affect financial performance[86]. - Changes in trade policies and tariffs could adversely affect the company's business operations and financial condition[88]. Operational Risks and Challenges - The company faces operational risks related to its opportunistic buying strategy and inventory management, which could adversely affect sales and margins[51]. - Failure to accurately predict consumer trends and preferences could negatively impact the company's performance across diverse markets[56]. - The company faces challenges in managing its large operations, which may adversely affect financial results due to complexities in compliance, risk management, and human resources[62]. - Labor costs are expected to rise due to various external factors, including minimum wage laws and competition for talent, which could impact financial performance[72]. - The company is subject to labor actions and disruptions, particularly in unionized environments, which may lead to increased expenses and operational challenges[73]. - Recruiting and retaining qualified Associates is critical, with challenges arising from labor market dynamics and competition, potentially affecting business execution[75]. Corporate Governance and Compliance - The executive officers of the company hold office until the next annual meeting in June 2026, ensuring continuity in leadership[48]. - The Board of Directors oversees significant risks, including cybersecurity, with quarterly reviews conducted by the Audit and Finance Committee[113]. - The Chief Information Security Officer (CISO) manages the information security program, reporting to the Chief Information Officer (CIO)[114]. - The company is subject to various regulatory and compliance risks that could adversely affect its operations and financial performance, including changes in labor laws and environmental regulations[99]. - Legal proceedings and regulatory reviews could result in significant costs and reputational harm, impacting the company's financial results[102]. Corporate Responsibility and Reputation - The company has announced initiatives focused on corporate responsibility under four pillars: workplace, environmental sustainability, communities, and responsible sourcing, which may not meet all stakeholder expectations[78]. - Damage to corporate reputation could adversely impact sales and operating results, particularly in response to incidents that erode trust or confidence[76]. - The company has faced reputational risks that could lead to declines in stock price, customer loyalty, and sales, as well as increased regulatory scrutiny[77]. Cybersecurity and IT Management - The company has implemented a cybersecurity program to manage risks associated with IT systems and protect confidential information[108]. - TJX's cybersecurity incidents have evolved, with the only material incident being an unauthorized intrusion discovered in 2006[115]. - Management has a specific policy regarding markdowns, which reduces the need for management estimates[198]. Future Outlook and Investments - Capital expenditures for fiscal 2027 are expected to be between $2.2 billion and $2.3 billion, including approximately $1 billion for store renovations[191]. - The company has engaged in mergers and acquisitions, including a minority equity investment in the Middle East and a joint venture in Mexico, which carry risks that could impact future results[84]. - The company anticipates that compliance with evolving laws and regulations will require additional resources, potentially impacting financial results[100].

Financing and Investment Strategy - MDB Capital Holdings operates a foundational platform for financing startups, focusing on community-driven micro and small-cap financings ranging from $5 million to $60 million[22]. - MDB's investment criteria emphasize "Tech Leadership Potential," "Platform Technology," and "Large Market Potential," targeting companies with substantial unmet needs[26]. - MDB has successfully facilitated IPOs for three companies, each trading near or over $1 billion in market value, enhancing their ability to raise capital for commercialization[32]. - MDB's approach includes a two-step financing model, providing initial seed capital of $5 to $10 million, followed by additional funding of $20 to $60 million for commercialization[29]. - MDB plans to seek one or two partner company opportunities per year, maintaining a majority ownership stake in co-founded companies[47]. - MDB shareholders can buy or sell shares in the holding company at any time, participating in capital formation through methods like private placements or IPOs[46]. - The company has funded operations since inception in 2022 primarily through equity financings and revenue generated by services provided through Public Ventures[136]. - The company may require additional capital to support operations and business growth, which might not be available on favorable terms[136]. Partner Companies and Market Potential - The Big Idea Pipeline identifies approximately 250 technologies annually, with about 50 evolving into active Big Idea Companies, and 2 currently in active negotiations for potential partnership or investment[25]. - Partner companies benefit from being public, as it enables them to grant liquid equity as part of compensation, attracting and retaining talent[45]. - The partner companies are expected to be early-stage development companies, making it difficult to evaluate their future success[145]. - The company does not rely on operating cash flows from partner companies, which are anticipated to not generate revenues or positive cash flow initially[140]. - Partner companies may face challenges in raising capital, which could hinder their operations and affect the company's ownership value[185]. Regulatory Compliance and Risks - MDB will keep investment securities below 40% of total assets to avoid being classified as an investment company under the Investment Company Act of 1940[49]. - The company is subject to extensive regulations, especially for partner companies engaged in medical or pharmaceutical development, which could lead to fines and limitations on activities[148]. - The company is monitoring compliance with the 40% Test to avoid regulation under the Investment Company Act of 1940[151]. - The company is subject to U.S. federal income tax regulations that may affect shareholders' tax liabilities, regardless of cash distributions[125]. - The company intends to maintain its partnership status for tax purposes, but changes in law could adversely affect the value of its shares[129]. - Future legislative or regulatory actions could significantly change the tax aspects of investments in the company's shares[133]. - The company may need to forego attractive business opportunities to maintain its tax treatment as a partnership[131]. Cybersecurity and Data Privacy - The company faces increased information security risks due to new technologies and sophisticated cyber threats, which could disrupt business services[108]. - The company may not have adequate insurance coverage for liabilities resulting from cyberattacks or security breaches, potentially affecting its financial stability[113]. - The company must comply with laws requiring notification of security breaches, which could lead to costly disclosures and damage to reputation[110]. - Cybersecurity threats, including cyberattacks and security breaches, pose significant risks to the company's operations and reputation, with potential for legal claims and financial exposure[177]. - Unauthorized access to confidential information could lead to significant legal and financial liabilities, damaging the company's reputation and client trust[179]. - The evolving regulatory framework for privacy and data protection may require significant changes to business practices and incur additional costs[106]. - Regulatory changes regarding data privacy, such as the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA), may require modifications to data handling practices and incur additional costs[172][173]. Operational Structure and Human Capital - The company has 14 full-time employees and 40 full-time contractors providing administrative support, research, and analytical services[119][120]. - The company anticipates growth in human capital, including employees, contractors, and consultants, as operations expand[121]. - The company emphasizes the critical importance of retaining senior professionals and the potential adverse effects on its operations and financial condition if key employees leave[152]. - The company faces risks related to the selection and performance of partner companies, which may not generate income returns at similar levels as prior partners[134]. Intellectual Property and Legal Challenges - Partner companies face significant challenges in enforcing intellectual property rights in foreign jurisdictions, particularly in developing countries, which may lead to substantial costs and management distractions[193]. - Litigation related to intellectual property can be expensive and time-consuming, with risks of invalidating patents or failing to stop infringement, even if successful[194]. - The effectiveness of intellectual property protection relies on a combination of patents, trade secrets, and confidentiality agreements, but these measures may still be circumvented or challenged[196]. - Inadequate trademark protection can hinder brand recognition and market competitiveness for partner companies[198]. - Collaborations for research, clinical trials, and distribution are crucial, and failure to establish or maintain these partnerships could adversely affect business development[199]. - Future collaborations may pose risks such as non-performance by collaborators, which could delay product development and commercialization[200]. Public Ventures and Operational Risks - Public Ventures, a wholly-owned subsidiary, began self-clearing U.S. equity securities in January 2024, expanding its operational capabilities[66]. - Public Ventures is licensed as a broker-dealer in 33 states and must comply with each state's regulations[90]. - The SEC's Uniform Net Capital Rule may limit Public Ventures' ability to withdraw capital from its broker-dealer subsidiary[91]. - Public Ventures must adhere to extensive compliance practices to avoid fines and sanctions, particularly in its dealings with high-risk small and micro-cap companies[215]. - The company faces increased cybersecurity threats as it expands its business, necessitating significant investment in security measures to protect sensitive client information[218]. - Public Ventures has entered into contractual arrangements with key industry entities like the Depository Trust Company and National Securities Clearing Corporation, which are critical for its clearing operations[219]. - The company must maintain adequate capitalization levels to conduct its broker-dealer and self-clearing operations, with expectations of substantial regulatory changes that may require additional capital as settlement operations move to T+0[220].

Mergers and Acquisitions - Catheter Precision, Inc. merged with Old Catheter on January 9, 2023, becoming a wholly owned subsidiary, focusing on cardiac electrophysiology technologies [287]. - Cardionomix acquired the CPNS System for $1.9 million, which includes $0.3 million in stock and a $1.5 million promissory note [301]. - An acquisition of PeriKard, LLC was completed on January 24, 2025, for 14,473 shares valued at $113 thousand, with potential royalty payments of 10% on net sales for five years [298]. Product Development and Innovation - The VIVO System has been utilized in over 1,000 procedures in the U.S. and EU, with no reported device-related complications, and has received FDA clearance for marketing as a pre-procedure planning tool [291]. - The LockeT device was registered with the FDA in May 2024, and CE Mark approval was obtained in April 2025, allowing marketing in the EU, Switzerland, and Turkey [294]. - The company aims to establish VIVO as a key tool for cardiac electrophysiologists, reducing procedure time and complications while increasing success rates [296]. - KardioNav was formed to develop a system integrating VIVO mapping technology with patents for interfacing with implanted cardiac devices, currently in the planning phase [314]. Financial Performance - The company reported revenues primarily from the VIVO System and LockeT device, with approximately 20% of sales derived from international customers in 2025 [332][334]. - Revenue for the year ended December 31, 2025, increased by approximately $399 thousand to $819 thousand compared to $420 thousand in 2024, driven by a $408 thousand increase in LockeT sales [343]. - Cost of revenues rose by approximately $21 thousand to $63 thousand in 2025, primarily due to increased LockeT sales, offset by higher product margins [344]. - The company recorded a net loss of $17.7 million for the year ended December 31, 2025, contributing to net cash used in operating activities of approximately $8.3 million [363]. - As of December 31, 2025, the company had cash and cash equivalents of approximately $0.1 million and an accumulated deficit of approximately $309.5 million [355]. - The company expects operating losses and negative cash flows to continue unless sales and gross profit increase sufficiently to cover operating expenses [359]. Expenses and Costs - Selling, general and administrative expenses included employee-related costs and professional services, impacting overall financial performance [336]. - Selling, general and administrative expenses increased by approximately $726 thousand to $12,075 thousand in 2025, mainly due to higher salaries and benefits, stock-based compensation, and professional fees [345]. - Research and development expenses were incurred for product development and clinical studies, reflecting the company's commitment to innovation [337]. - Research and development expenses increased by approximately $590 thousand to $862 thousand in 2025, attributed to higher professional fees and salaries related to R&D activities [346]. - Acquired in-process research and development expenses rose by approximately $1,967 thousand in 2025, primarily due to asset acquisitions, including $1.9 million related to Cardionomic's CPNS System [348]. Debt and Financing - The company entered into a Securities Purchase Agreement in May 2025, raising gross proceeds of $1.5 million in cash and $864 thousand in QHSLab Notes [303]. - The Series L Warrants from the May 2025 PIPE Financing are exercisable into common stock at an exercise price of $9.50 per share, expiring on January 25, 2031 [304]. - The company entered into an At Market Offering Agreement allowing the sale of up to $4.3 million of common stock, with 887,852 shares sold for gross proceeds of $4.0 million as of December 31, 2025 [311][313]. - The company is pursuing additional private placements, with gross proceeds of $2.2 million from a February 2026 financing agreement [328]. - The company issued unsecured convertible notes payable totaling $306 thousand, with a maturity date of September 30, 2026 and an interest rate of 10% per annum [316]. - The second amendment of Related Party Notes extended maturity dates to January 31, 2028, and January 31, 2029, with a recognized premium of $0.2 million due to fair value adjustments [319][320]. - A Royalty Right Exchange was executed, exchanging $2.7 million in future royalty rights for Series J Convertible Preferred Stock valued at $5.3 million, resulting in a loss on debt extinguishment [325]. - Loss on debt extinguishment was recognized when the reacquisition price exceeded the net carrying amount of liabilities, impacting financial statements [340]. Accounting and Reporting - The preparation of audited consolidated financial statements involves estimates and assumptions related to assets, liabilities, revenue, and expenses, which may differ from actual results [371]. - Intangible assets from business combinations are amortized on a straight-line basis over their estimated useful lives, with management regularly evaluating their carrying value [373]. - The company recognizes a liability for royalty fees based on actual sales of products, with future estimated royalty payments recorded at fair value [376]. - The fair value measurement of royalties payable includes significant unobservable inputs, with the present value of estimated future royalty payments discounted using an internally developed revenue adjusted discount rate [377]. - Convertible notes payable are measured using the fair value option, with remeasurement at each reporting date based on a probability weighted expected return model [378]. - New accounting pronouncements are described in the audited consolidated financial statements, including expected adoption dates and estimated effects on financial results [379].

FORM 10-K Table of Contents 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: 001-38677 Catheter Precision, Inc. (Exact name of Registrant as specified in its charter) Delaware 38-3661826 (State or ...

Sales Performance - For the year ended December 31, 2025, direct-to-consumer (DTC) sales accounted for 55.8% of net revenues, down from 58.1% in both 2024 and 2023, while wholesale sales increased to 44.2% from 41.9% in the previous two years[26]. - DTC net revenues decreased by $22.3 million, or 7.9%, while wholesale net revenues increased by $3.2 million, or 1.6% compared to 2024[217]. - E-commerce net revenues decreased by $23.4 million, or 11.4%, while Purple showroom net revenues increased by $1.1 million, or 1.5% compared to 2024[217]. - In 2025, the company experienced a 9.1% increase in fourth quarter revenue compared to the previous year, driven by strategic priorities[181]. - Wholesale revenue grew by 39.8% in the fourth quarter of 2025, attributed to expanded placements with Mattress Firm and Costco[181]. Product Development and Innovation - The acquisition of Advanced Comfort Technologies, Inc. in 2022 allowed the company to expand into the luxury mattress segment and launch two new collections in Q2 2023, increasing product offerings to three collections[31]. - The Rejuvenate 2.0 collection exceeded performance expectations in 2025, with strong traction in both showrooms and wholesale channels[38]. - The company launched three new premium mattress collections in 2023, including a new line of luxury mattresses[55]. - The proprietary Hyper-Elastic Polymer technology differentiates its products by providing pressure relief, temperature neutrality, and durability, which are not addressed by traditional foam mattresses[36]. - The proprietary Hyper-Elastic Polymer material can stretch up to 15 times its original size and returns to shape without losing its properties, enhancing comfort and support[42]. Financial Performance - The company reported negative cash flow from operating activities of $33.8 million and $17.9 million for the years ended December 31, 2025, and 2024, respectively[86]. - As of December 31, 2025, the company had unrestricted cash and cash equivalents of $24.3 million and borrowings of $111.3 million under the Amended and Restated Credit Agreement, which is due on April 30, 2027[86]. - The company recognized $12.4 million in costs related to its Restructuring Plan during 2025, including $9.5 million for equipment write-offs[185]. - Net revenues decreased by $19.2 million, or 3.9%, to $468.7 million in 2025 compared to $487.9 million in 2024, primarily due to industry-wide demand softness for home-related products and e-commerce channel weakness[217]. - Gross profit increased by $7.4 million, or 4.1%, to $188.6 million in 2025, with a gross profit percentage improvement to 40.2% from 37.1% in 2024[218]. Operational Strategy - The company plans to open seven new stores in 2025 after closing four underperforming locations, reflecting a disciplined approach to fleet optimization[38]. - The company operates 55 Purple showrooms, a decrease from 58 in 2024 and 60 in 2023, with plans for future expansion[27]. - The manufacturing facility in McDonough, Georgia, provides 844,000 square feet of space for mattress production and distribution, consolidating operations after the closure of two Utah facilities[50]. - The company has a dedicated 61,000 square foot innovation center in Draper, Utah, to facilitate research and development of new comfort technologies[55]. - The company is focusing on cost savings through supply chain initiatives and manufacturing efficiency to improve gross margins[181]. Market and Competitive Landscape - The company faces significant competition in the sleep products industry, which is fragmented and includes both established and new entrants[98]. - Changes in economic conditions, such as the housing market and tariffs, have negatively impacted demand for the company's products[108]. - Recent U.S. trade policy changes, including tariffs, may adversely affect the company's operations and financial results[109]. - Increased competition for search terms has driven up marketing costs, impacting advertising efficiency and brand awareness[115]. - Expansion into wholesale distribution carries risks of unpaid invoices and lower gross profit compared to direct-to-consumer sales[116]. Financial Risks and Liabilities - The company faces substantial doubt about its ability to continue as a going concern due to recurring losses and negative cash flows[82]. - The Amended and Restated Credit Agreement imposes various affirmative and negative covenants that could limit operational and financial flexibility[78]. - The company may need to raise additional funds to support operations and business initiatives, which may not be available on acceptable terms[84]. - The company has mandatory prepayment obligations under the Amended and Restated Credit Agreement, which could divert resources from operating expenses[81]. - The company estimates a liability of approximately $137.5 million related to the Tax Receivable Agreement, which could be accelerated upon a change of control, potentially discouraging acquisitions[141]. Corporate Governance and Shareholder Matters - Coliseum Capital Management, LLC owns 61.1 million shares of Common Stock, representing a significant influence over the company's Board and strategies[92]. - The company has anti-takeover provisions that may limit stockholder participation in favorable transactions and affect share price[139]. - The market price of the company's common stock is highly volatile and may decline regardless of operational results, affecting stockholder resale opportunities[138]. - The company has issued warrants to purchase 20.0 million shares at $1.50 per share, which could dilute existing stockholders' interests[147]. - The company is a holding company and relies on Purple LLC for distributions to meet financial obligations, which may not be sufficient[149]. Risk Management and Compliance - The company has implemented processes to assess and manage cybersecurity risks, with no material breaches identified in 2025[159][161]. - The Audit Committee of the Board of Directors oversees cybersecurity risk management and receives regular updates from management[162]. - The company is facing increasing counterfeit goods and patent/trademark infringements, leading to higher enforcement costs and potential harm to its intellectual property value[133]. - The company has licensed certain intellectual property to EdiZONE, which may limit its ability to innovate and expand product offerings due to existing third-party obligations[135]. - The company has engaged in related-party transactions totaling $100.0 million under the Amended and Restated Credit Agreement, which may lead to conflicts of interest[95].

Financial Performance - The company has incurred net losses of $11.1 million and $10.2 million for the years ended December 31, 2025 and 2024, respectively, and anticipates continuing significant losses in the foreseeable future [51]. - As of December 31, 2025, the company had cash and cash equivalents of $0.2 million, indicating a critical need for additional financing to support operations [45]. - The company has a limited operating history and has incurred significant losses and negative cash flows since its inception in February 2017 [51]. - The company may need to seek additional funds sooner than planned due to various unknown factors affecting its operating plan [47]. - The company expects to finance its cash needs through equity, convertible debt, or debt financings, and does not currently have any committed external source of funds [56]. Regulatory and Approval Risks - The company has not yet obtained any regulatory approvals for its product candidates, which significantly impacts its ability to generate revenue [55]. - The company is dependent on the success of its lead product candidate, PrimeC, including obtaining regulatory approval to market it in the United States [43]. - The company has limited experience in conducting clinical trials and has never obtained approval for any product candidates, which poses a risk to its future operations [44]. - The FDA accepted the IND filing for PrimeC in March 2022, and the company plans to initiate a pivotal Phase 3 clinical trial for PrimeC in ALS following the FDA's review [67]. - The anticipated timeline for a potential New Drug Application (NDA) submission for PrimeC is mid-2026, pending successful outcomes from regulatory meetings and trials [66]. - The FDA's approval process may require additional post-approval clinical trials or impose restrictions that could limit the commercialization of PrimeC [62]. - The company has faced delays in the enrollment of clinical trials due to regulatory approval backlogs, which has pushed the expected timing of top-line results from the Phase 2b trial to the second half of 2023 [76]. - The company is preparing for a pre-NDS meeting with Health Canada in April 2026 regarding the potential early approval of PrimeC under the NOC/c pathway [66]. Competition and Market Risks - The company may face significant competition with competing technologies, which could hinder its market penetration [44]. - Competition in the biopharmaceutical industry is intense, with large companies having significant advantages in resources and experience, which may hinder market penetration for the company's products [92]. - The commercial success of product candidates depends significantly on physician adoption and market acceptance, which can be influenced by factors such as treatment costs and patient satisfaction [90]. - Delays in clinical trials may harm the commercial prospects of product candidates and increase costs, potentially jeopardizing revenue generation [78]. Operational and Management Challenges - The company lacks experience in marketing and distribution, which poses risks for the successful commercialization of product candidates once approved [96]. - The company may face significant challenges in establishing a sales infrastructure, which is critical for the successful marketing of approved products [96]. - The company currently depends on a limited number of suppliers for raw materials, which may lead to disruptions in manufacturing and affect the commercialization of product candidates [104]. - As of December 31, 2025, the company had 16 employees and will need to expand resources to manage operations and clinical trials effectively [118]. - Limited financial resources and experience in managing larger operations may hinder the company's ability to effectively manage growth and expansion [119]. Intellectual Property Risks - The company has a patent portfolio that includes U.S. Patent 10,980,780, expiring in 2038, related to ALS treatment methods, and U.S. Patent 12,527,768, expiring in 2043, for Alzheimer's treatment methods [137]. - The company’s patent applications may not result in granted patents, limiting competitive advantages and allowing competitors to develop similar technologies [140]. - An adverse determination in patent-related proceedings could result in loss of exclusivity or invalidation of patent claims, impacting the company's ability to prevent competition [143]. - The company may need to evaluate third-party intellectual property rights and seek licenses, which could be costly and affect the commercial potential of its product candidates [144]. - The patent application process is expensive and time-consuming, and failure to identify patentable aspects could result in loss of patent rights [146]. Legislative and Regulatory Environment - The company anticipates that current and future healthcare legislation will impose limitations on reimbursement and could adversely affect third-party coverage of its products [183]. - The Affordable Care Act (ACA) mandates an increase in statutory minimum rebates to 23.1% for branded drugs and 13% for generic drugs under the Medicaid Drug Rebate Program [185]. - The Inflation Reduction Act allows Medicare to negotiate prices for a limited number of drugs, with a cap of $2,000 on out-of-pocket drug costs for Medicare-eligible individuals starting in 2025 [187]. - Legislative changes may restrict sales and promotional activities for pharmaceutical products, impacting the company's marketing strategies [189]. Nasdaq Compliance and Shareholder Risks - The company received a notice from Nasdaq on December 21, 2023, indicating non-compliance with the continued listing requirement of maintaining at least $2.5 million in shareholders' equity or $35 million in market value of listed securities [221]. - If the company fails to maintain compliance with Nasdaq's listing requirements, it may face delisting, which could severely limit shareholders' ability to trade its ordinary shares [223]. - Future sales of the company's ordinary shares by existing shareholders could significantly reduce the market price of its shares and Warrants [228]. - The company has never paid cash dividends and does not anticipate doing so in the foreseeable future, focusing instead on retaining funds for business development [231].

Financial Position and Trust Account - The company has approximately $953,750 available outside the trust account to fund working capital requirements, with offering expenses estimated at $600,000[98]. - The trust account is intended to hold funds pending the completion of the initial business combination or the return of funds to public shareholders if no combination occurs within the prescribed timeframe[108]. - If the initial business combination is not completed within the required time period, public shareholders may receive only approximately $10.10 per share upon liquidation of the trust account[97]. - If the company is required to liquidate, public shareholders may lose the opportunity to invest in a target business and may receive only approximately $10.10 per share[111]. - The trust account may be subject to claims from third parties, potentially reducing the per-share redemption amount below $10.10[149][151]. - If the company does not complete its initial business combination by July 16, 2026, it will distribute the trust account funds to public shareholders, which may delay redemption[153]. - Shareholders may not have rights to funds from the trust account except under specific circumstances, potentially forcing them to sell shares at a loss[144]. Business Combination Risks - The company may incur significant costs in pursuit of acquisition plans, and may depend on loans from sponsors or management to fund operations if net proceeds are insufficient[98]. - The company may seek acquisition opportunities with early-stage companies or financially unstable businesses, which could introduce numerous operational risks[115]. - The company may face challenges in assessing the management capabilities of prospective target businesses, potentially impacting the success of the business combination[119]. - The company may not be able to diversify its operations if it completes its initial business combination with a single target, exposing it to various economic and regulatory risks[124]. - The company may face challenges in completing the initial business combination due to potential litigation involving management team members[161]. - The company may pursue business combinations with affiliated entities, subject to independent director approval[199]. - The company may face additional risks and costs associated with acquiring and operating a business in foreign countries, including regulatory approvals and currency fluctuations[213][214]. Shareholder Rights and Governance - Public shareholders will not have voting rights on director appointments prior to the initial business combination, limiting their influence on company management[112]. - The company has approximately 25% of its ordinary shares held by initial shareholders, which may influence the voting process for amendments[134]. - The company may amend its governing instruments, including warrant agreements, to facilitate the completion of its initial business combination, requiring at least a two-thirds approval from shareholders[131]. - The company may require holders of public warrants to exercise on a cashless basis if certain conditions are not met, affecting the number of shares issued[158]. - The company’s amended and restated memorandum and articles of association may inhibit a takeover, potentially limiting the price investors are willing to pay for Class A ordinary shares[186]. - The company may be classified as a "controlled company" by Nasdaq due to voting rights being held solely by holders of founder shares, potentially qualifying for exemptions from corporate governance requirements[235]. - The board includes a majority of independent directors, a compensation committee comprised entirely of independent directors, and independent directors recommend nominees for the board[236]. Market and Regulatory Environment - The company is subject to new SEC rules regarding SPACs, which may increase costs and time needed to complete a business combination[222]. - The Inflation Reduction Act of 2022 imposes a 1% U.S. federal excise tax on stock repurchases, which could affect the company if it engages in redemptions post-business combination[229]. - The company may reincorporate in another jurisdiction during its initial business combination, potentially resulting in tax liabilities for shareholders[228]. - The company may be classified as a Passive Foreign Investment Company (PFIC), which could lead to adverse U.S. federal income tax consequences for U.S. investors[224][225]. - The company must comply with various laws and regulations, and failure to do so could adversely affect its ability to complete a business combination and its overall operations[221]. Financial Projections and Share Issuance - The gross proceeds from the initial public offering and the sale of private placement securities amount to approximately $179.2 million, which includes up to $6.9 million of deferred underwriting commissions held in the trust account[123]. - The company believes that the net proceeds from its initial public offering will be sufficient for its initial business combination, but it may need additional financing if the proceeds are insufficient[135]. - The company has authorized the issuance of up to 200,000,000 Class A ordinary shares, with 181,507,125 Class A shares available for issuance immediately after the IPO[163]. - The company may issue additional Class A ordinary shares or preference shares to complete the initial business combination or under an employee incentive plan[164]. - The potential issuance of additional Class A ordinary shares upon exercise of warrants could make the company a less attractive acquisition vehicle[176]. Management and Operational Challenges - The company’s management team may not be able to identify a suitable candidate for the initial business combination, as past performance is not indicative of future results[187]. - The company’s operations are dependent on a small group of individuals, and the unexpected loss of key personnel could adversely affect operations[189]. - The personal interests of the sponsor and directors may misalign with public shareholders' interests during the business combination process[207]. - Conflicts of interest may arise due to overlapping affiliations of directors and officers with other entities[195]. - The company may face conflicts of interest as directors and officers allocate their time between various business activities[188].

Financial Position and Capital Requirements - The company has approximately $953,750 available outside the trust account to fund working capital requirements, with offering expenses estimated at $600,000[98]. - The company may incur significant costs in pursuit of acquisition plans, and may depend on loans from affiliates to fund operations if necessary[98]. - The company believes that the net proceeds from its initial public offering will be sufficient for its initial business combination, but it may need additional financing if the proceeds are insufficient[135]. - As of December 31, 2025, the company had $296,249 in cash and a working capital deficit of $70,710, indicating a weak cash position[219]. - The company has a working capital deficiency and expects to incur significant costs in pursuit of acquisition plans, raising concerns about capital raising success[219]. Trust Account and Shareholder Rights - The trust account is intended to hold funds pending the completion of the initial business combination or the return of funds to public shareholders if no combination occurs[108]. - Public shareholders will not have voting rights on director appointments prior to the initial business combination[112]. - Shareholders may not have rights to funds from the trust account except under specific circumstances, potentially forcing them to sell shares at a loss[144]. - The trust account may be subject to claims from third parties, potentially reducing the per-share redemption amount below $10.10[149]. - If the company is unable to complete the initial business combination, public shareholders may lose their opportunity for investment appreciation and receive only approximately $10.10 per share[111]. Business Combination Risks and Challenges - If the initial business combination is not completed within the required time, public shareholders may receive only approximately $10.10 per share upon liquidation of the trust account[97]. - The company may incur substantial debt to complete a business combination, which could adversely affect its financial condition and shareholder value[122]. - The company may face challenges in assessing the management capabilities of prospective target businesses, potentially impacting the success of the business combination[119]. - The company may seek acquisition opportunities with early-stage companies or financially unstable businesses, which could introduce numerous operational risks[115]. - The company may not be able to maintain control of a target business post-transaction, affecting operational management[211]. Regulatory and Compliance Issues - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing an acquisition, particularly if the target business is not compliant[138]. - The company is subject to new SEC rules regarding SPACs, which may increase costs and time needed to complete business combinations[222]. - The Inflation Reduction Act of 2022 imposes a 1% U.S. federal excise tax on stock repurchases, which could affect the company if it engages in redemptions post-business combination[229]. - The company is classified as an "emerging growth company" and may take advantage of exemptions from certain disclosure requirements, which could affect the attractiveness of its securities to investors[232]. - The company is also classified as a "smaller reporting company," which allows it to provide only two years of audited financial statements until certain market value or revenue thresholds are met[234]. Shareholder Influence and Governance - Initial shareholders own approximately 25% of the issued and outstanding ordinary shares, which may influence the voting process for amendments[134]. - The company’s initial shareholders may exert substantial influence over actions requiring shareholder votes, potentially affecting corporate governance[166]. - The company’s board of directors will generally serve a three-year term, with current directors continuing until the business combination is completed[167]. - The board includes a majority of independent directors, and there is a compensation committee comprised entirely of independent directors[236]. - The company intends to comply with Nasdaq corporate governance requirements despite being eligible for exemptions[235]. Market and Economic Conditions - Economic and political conditions in the country of operation could significantly impact the company's ability to find and complete a business combination[139]. - The COVID-19 pandemic and other public health crises could adversely affect the company's search for a business combination and the operations of any target business[140]. - There is currently no market for the company's securities, which may affect liquidity and price[142]. - Nasdaq may delist the company's securities if it fails to meet minimum listing standards, including maintaining an average global market capitalization and a minimum of 400 public holders[145]. - The company must ensure its share price remains at least $4.00 per share to comply with Nasdaq's initial listing requirements[145]. Conflicts of Interest - Conflicts of interest may arise as directors and officers may have affiliations with other entities engaged in similar business activities[195]. - The personal financial interests of the sponsor and directors may misalign with public shareholders, especially as the deadline for business combination approaches[207]. - The company has not adopted a policy to prohibit directors and officers from having financial interests in transactions, potentially leading to conflicts[196]. - Founder shares may provide substantial profit to holders even if public shareholders incur losses post-business combination[207]. - The company may pursue business combinations with affiliated entities, although no specific opportunities are currently identified[199].

Financial Performance - Dominari reported a revenue of $123.1 million in 2025, representing a 487% increase from $21.0 million in 2024[3] - Underwriting revenues surged to $79.0 million, a 596% increase compared to $11.4 million in 2024[3] - The company experienced a loss from operations of $55.7 million, an increase of $47.0 million from a loss of $8.7 million in 2024, primarily due to $55.0 million in non-cash stock-based compensation[3] - Other income rose to $42.6 million, an increase of $48.6 million compared to a loss of $6.0 million in 2024, driven by the market value increase of its investment in American Bitcoin Corp.[3] - Non-GAAP adjusted net income (loss) improved to $32.6 million, compared to a net loss of $13.1 million in 2024, reflecting a $45.6 million year-over-year increase[3] - For the year ended December 31, 2025, Dominari Holdings reported a loss from operations of $55,726, compared to a loss of $8,702 in 2024[13] - The adjusted loss from operations for 2025 was $719, significantly improved from an adjusted loss of $7,069 in 2024[13] - The net loss attributable to common stockholders for 2025 was $22,435, compared to a net loss of $14,703 in 2024[13] - Dominari Holdings achieved an adjusted net income attributable to common stockholders of $32,572 in 2025, contrasting with an adjusted net loss of $13,070 in 2024[13] - The basic net income per share for 2025 was $2.28, a recovery from a loss of $2.11 per share in 2024[13] - The weighted average number of shares outstanding increased to 14,285,097 in 2025 from 6,183,397 in 2024[13] Assets and Equity - Liquid assets totaled $94.3 million at the end of 2025, a 248% increase from $27.1 million at the end of 2024[3] - Total assets increased by 140% to $112.9 million, up from $47.1 million in 2024[3] - Total stockholders' equity rose by 74% to $69.4 million, compared to $39.9 million in 2024[3] Dividends - Dominari declared $22.2 million in dividends during the year, marking the first time in its history that dividends were paid[3] Future Outlook - The company expects continued growth in 2026, emphasizing prudent management and exceptional customer service[2] - Dominari Holdings is engaged in wealth management, investment banking, sales and trading, and asset management, aiming to enhance shareholder value through organic growth and opportunities in AI and Data Center sectors[14] - Dominari Securities LLC focuses on capitalizing on emerging trends in financial services to create wealth for stakeholders[15] Risk Management - The company emphasizes the importance of forward-looking statements and the associated risks and uncertainties in its financial outlook[17] - Dominari Holdings maintains a commitment to updating stakeholders as required by law regarding any significant changes in its financial position[17]

Debt and Interest Rates - As of December 31, 2025, the company had $389.5 million in principal debt outstanding with a weighted average interest rate of approximately 12.2%[386] - A 1% increase or decrease in the assumed weighted average interest rate would impact interest expense by approximately $3.9 million per year[386] Foreign Currency Risks - The company is exposed to foreign currency risks from intercompany loans and transactions in currencies other than the functional currency[387] Stock Volatility - The price of the company's common stock has been volatile, posing risks for future equity funding[388] Inflation Impact - Inflation has materially affected the company's business, particularly increasing costs of labor and supplies[389]