Financial Performance - The company reported a net loss of $14,782,020 for the year ended December 31, 2025, primarily due to a change in fair value of derivative warrant liabilities of $14,336,209[147]. - For the year ended December 31, 2024, the company had a net income of $1,986,072, driven by interest income on funds held in trust of $2,598,427[148]. - The company has not generated any operating revenues to date and only incurs expenses related to being a public company and due diligence activities[146]. - The company reported a working capital deficit of $5,991,280 as of December 31, 2025, indicating liquidity challenges[156]. - If the company cannot complete a business combination by April 16, 2026, it will cease operations except for liquidation purposes, raising substantial doubt about its ability to continue as a going concern[157]. - The company did not consider the effect of warrants in calculating diluted loss per share, resulting in diluted net loss per ordinary share being the same as basic net loss per ordinary share[169]. IPO and Financing - The company generated gross proceeds of $200,000,000 from its IPO of 20,000,000 units at a price of $10.00 per unit[149]. - An additional 3,000,000 Option Units were sold at $10.00 per unit, generating gross proceeds of $30,000,000, along with 600,000 private placement warrants generating $600,000[150]. - The company incurred $14,183,689 in transaction costs related to the IPO, including $4,000,000 in underwriting fees and $8,650,000 in deferred underwriting fees[150]. - The underwriters of the IPO received a cash underwriting discount of 2.0% of the gross proceeds, totaling $4,000,000, with additional deferred underwriting fees of $8,650,000 to be paid upon completion of the initial business combination[160]. Business Combinations - The company entered into a business combination agreement with StablecoinX Assets Inc. on July 21, 2025, which will result in the company becoming a wholly owned subsidiary of StablecoinX[135]. - The company has continued to evaluate other possible business combination targets following the termination of the merger agreement with Verde Bioresins[145]. - The company received a notice from Nasdaq on December 2, 2024, regarding non-compliance with listing rules due to not completing an initial business combination within 36 months[144]. - The company redeemed 15,681,818 Class A ordinary shares at approximately $10.40 per share in February 2023 as part of an extension to complete an initial business combination[151]. Legal and Accounting Matters - The company has a legal agreement to pay $130,000 to its prior legal counsel contingent upon the successful consummation of its initial business combination[161]. - A mutual release agreement with Verde Bioresins stipulates that the company will pay $83,125 only if the initial business combination is consummated[162]. - The company accounts for its warrant liabilities as liabilities at fair value, subject to re-measurement at each reporting period[164]. - Class A ordinary shares subject to possible redemption are classified as temporary equity, reflecting certain redemption rights outside the company's control[167]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[172].

Exhibit 99.1 KARTOON STUDIOS PROVIDES BUSINESS UPDATE CEO AND CFO PROVIDE GROUNDBREAKING AI ANIMATED EARNINGS UPDATE IN INTERVIEW WITH A.A. MILNE'S WINNIE THE POOH, AND TENTPOLE CHARACTERS 1 OVERALL REVENUE INCREASED YEAR-OVER-YEAR 21% IN 2025 TO $39.4 MILLION PRODUCTION SERVICES REVENUE INCREASED 50% YEAR-OVER-YEAR TO $26.8 MILLION KARTOON CHANNEL WATCH TIME SURGES 85% YEAR-OVER-YEAR, AMIDST RECORD SUBSCRIBERS AND BREAKOUT ENGAGEMENT ACROSS SVOD AND FAST PLATFORMS, AS GLOBAL DIGITAL DISTRIBUTION ECOSYSTEM ...

Revenue Growth - Total revenue increased 21% year-over-year to $39.4 million in 2025, up from $32.6 million in 2024[10] - Production services revenue surged 50% year-over-year to $26.8 million, driven by strong demand from major global entertainment partners[12] Operating Performance - Operating loss improved by 24% year-over-year, reflecting continued cost discipline and overhead reduction[10] Audience Engagement - Kartoon Channel achieved an 85% year-over-year increase in watch time, with record subscriber levels and strong engagement growth[4] - Engagement on the Ameba platform increased by 206% year-over-year, contributing to record subscriber levels[16] - FAST channel watch time increased 70% year-over-year in Q4 2025, showcasing the effectiveness of the company's distribution strategy[16] Future Outlook - Over 60% of projected 2026 production revenue is already under contract, indicating strong production visibility[12] - The launch of the Hundred Acre Woods franchise and the Stan Lee Universe is scheduled for Q4 2026, expanding the company's intellectual property portfolio[11] - The company is transitioning to high-margin franchise monetization, positioning itself for resilient growth in a rising cost environment[7] - The majority of infrastructure and franchise investments are now complete, setting the stage for scalable growth and long-term shareholder value[33]

Financial Performance - Cadrenal reported a net loss of $3.0 million for Q4 2025, a decrease from $4.2 million in Q4 2024, reflecting a 29% improvement year-over-year[5] - General and administrative expenses for Q4 2025 were $2.4 million, compared to $2.7 million in Q4 2024, a decrease of approximately 11%[5] - Total operating expenses for the year ended December 31, 2025, were $13.5 million, an increase from $11.0 million in 2024, representing a 23% rise[15] - The company’s accumulated deficit increased to $38.96 million as of December 31, 2025, compared to $25.72 million at the end of 2024[13] - The company had cash and cash equivalents of $4.0 million as of December 31, 2025, down from $10.0 million at the end of 2024[6] Research and Development - Research and development expenses for Q4 2025 were $0.7 million, down from $1.5 million in Q4 2024, indicating a 53% reduction[5] - CAD-1005 demonstrated a greater than 25% absolute reduction in thrombotic events compared to placebo in a Phase 2 study[4] - The End-of-Phase 2 meeting with the FDA on March 26, 2026, clarified the regulatory path for the planned Phase 3 trial of CAD-1005[4] - CAD-1005 is positioned as the only selective 12-LOX inhibitor in clinical development, supported by Orphan Drug and Fast Track designations from the FDA[4] - The company continues to explore longer-term opportunities across its broader 12-LOX platform, including potential applications in obesity and type 2 diabetes[4]

Production and Content Development - Kartoon Studios operates Mainframe Studios, producing over 1,200 television episodes, 70 movies, and 3 feature films, enhancing its animation production capabilities[23]. - The company is developing the "Hundred Acre Wood's Winnie and Friends" series, set to premiere in Fall 2026, featuring a multi-phase rollout and a global consumer products program[30]. - Mainframe Studios is producing "SuperKitties" Seasons 2, 3, and 4, with 27 episodes of Season 3 delivered and a fourth season greenlit for production[31]. - The company has expanded Kartoon Channel! Worldwide to over 61 territories, increasing its distribution footprint across Europe, the Middle East, Africa, and Asia[38]. - The company aims to create positive social impacts through its content, focusing on themes of diversity and inclusion in children's media[65]. Revenue Sources and Financial Performance - Total revenue for the year ended December 31, 2025, was $39,353,000, representing a 21% increase from $32,591,000 in 2024[160]. - Production services revenue increased by 50% to $26,832,000 in 2025, up from $17,850,000 in 2024, due to several projects progressing into advanced production stages[161]. - Content distribution revenue decreased by 17% to $7,982,000 in 2025, primarily due to a $2.2 million decline in revenue from Frederator's creator network on YouTube[162]. - Licensing and royalties revenue increased by 30% to $387,000 in 2025, driven by higher earnings from existing license deals and new agreements related to Stan Lee Universe, LLC assets[163]. - Media advisory and advertising services revenue decreased by 14% to $4,152,000 in 2025, impacted by lower renewal activity and media purchases due to legislative uncertainty[164]. Customer Concentration and Risks - Four customers accounted for 81.9% of total revenue in 2025, compared to 75.7% in 2024, indicating a high customer concentration risk[46]. - Four customers accounted for 81.9% of total consolidated revenue for the year ended December 31, 2025, indicating a high dependency on a small number of clients[87]. - The company faces competition from larger entities such as The Walt Disney Company and Nickelodeon Studios, which may impact its market position and profitability[89]. Financial Position and Capital Requirements - As of December 31, 2025, the company had an accumulated deficit of $763.8 million and total stockholders' equity of $27.5 million[75]. - The company had total current assets of $35.8 million, including cash of $2.9 million and marketable securities of $4.0 million, against total current liabilities of $33.5 million[75]. - The company has material cash requirements totaling approximately $31.1 million over the next five years, with about $20.9 million due within one year[188]. - The company plans to utilize its liquidity to fund its material cash requirements[189]. Operational Challenges and Risks - The company’s ability to continue as a going concern is dependent on generating revenue and raising additional capital, with substantial doubt about its ability to do so for at least one year[75]. - The company faces risks related to international operations, including legal, regulatory, economic, and political challenges, which could hinder its growth strategy[97]. - The company experienced a cybersecurity incident on December 13, 2024, involving unauthorized access due to leaked credentials, which could harm its business and reputation[105]. - The company is subject to potential litigation costs and management distractions from disputes with licensors, consumers, and employees, which could disrupt operations[107]. Tax and Regulatory Environment - The company is subject to various federal and state regulations, including those related to children's privacy and online distribution[47][50]. - The company is subject to income taxes in Canada, the U.S., and foreign jurisdictions, with potential changes in tax laws affecting future effective tax rates[115]. - The company evaluates deferred tax assets and liabilities based on enacted tax rates and future taxable income, with potential impacts from legislative changes[220]. Intellectual Property and Brand Management - Licensing and merchandising activities are a key revenue source, with multiple licensees and products in development, focusing on the Stan Lee IP portfolio and "Hundred Acre Wood" property[35]. - The company controls rights associated with Stan Lee, including all rights in the name, image, and likeness of the late comic book icon[54]. - The company holds 15 registered trademarks in the United States and additional registrations in other jurisdictions, enhancing its brand protection[55]. Stock and Shareholder Information - As of March 31, 2026, approximately 53,898,226 shares of common stock are outstanding and freely trading, with 41,622,504 warrants and 969,130 shares underlying options granted[125]. - The company does not expect to pay dividends on common stock in the foreseeable future, limiting returns to stock price appreciation[123]. - The company has never declared or paid cash dividends and does not anticipate doing so in the foreseeable future[141]. Internal Controls and Governance - The company identified material weaknesses in internal controls in the past, which have been remediated, but failure to maintain adequate controls could lead to inaccurate financial reporting[126]. - The company is classified as a "smaller reporting company," allowing it to take advantage of reduced disclosure obligations under the Securities Exchange Act[67].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 o 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: 001-37950 KARTOON STUDIOS, INC. (Exact name of registrant as specified in its charter) Nevada 20-4118216 (St ...

Research and Development - Research and development expenses were approximately $7.8 million and $11.6 million for the years ended December 31, 2025 and 2024, respectively, indicating a decrease of 32% year-over-year [103]. - The company is engaged in clinical trials for IMNN-001, which is a key focus of its research and development efforts [103]. - The company collaborates with various research institutions, including the NIH, to support its research initiatives [103]. - Clinical trials are conducted in three phases, with Phase III trials involving a significantly larger patient population to evaluate safety and efficacy [110]. - The company must comply with extensive regulations governing the development and marketing of pharmaceutical products, which can impact timelines and costs [105]. - The FDA may require additional testing for safety and efficacy before granting approval, which can further delay the process [113]. - The company relies on proprietary know-how and experience in product development, protected through proprietary information agreements [179]. Regulatory Approvals - The FDA granted Fast Track designation for IMNN-001 for the treatment of ovarian cancer in January 2021, which may expedite the development and review process [119]. - The company has received orphan drug designation for IMNN-001 for the treatment of ovarian cancer, which provides potential exclusivity for seven years upon approval [124]. - The regulatory approval process requires substantial time and financial resources, with no assurance that any product will receive approval [113]. - The FDA has specific performance goals for reviewing NDAs and BLAs, aiming to complete most standard reviews within ten months and priority reviews within six months [114]. - The FDA provides a five-year non-patent data exclusivity period for new drugs, with ANDA applications allowed after four years under certain conditions [126]. - The Biologics Price Competition and Innovation Act allows for an abbreviated approval pathway for biosimilars, requiring demonstration of high similarity to reference products [127]. - Biosimilar applications cannot be accepted until four years post-licensure, with a 12-year approval timeline for biosimilars [128]. - The EU's centralized procedure for marketing authorization can take over a year, with specific timelines for evaluation and potential accelerated processes for public health needs [154]. Manufacturing and Compliance - Manufacturing establishments must comply with cGMP, requiring significant investment in quality control and production processes [130]. - The company uses contract manufacturing organizations (CMOs) to manufacture drug candidates under cGMP conditions [160]. - The company operates a cGMP clinical-scale manufacturing facility in Huntsville, Alabama, but does not own facilities for final production, relying on third-party contract manufacturing organizations [158]. - Post-approval requirements include compliance with cGMP, adverse reaction reporting, and potential additional clinical trials mandated by the FDA [129]. - The FDA accepts foreign clinical studies as support for regulatory applications if they adhere to good clinical practices and can be validated [131]. Market and Competition - The company faces significant competition from larger pharmaceutical and biotechnology companies with greater financial resources and experience [163]. - The company intends to market its drug candidates through strategic alliances and distribution agreements if marketing approval is received [160]. - The company relies on third-party payors for reimbursement of healthcare costs, with significant variability in coverage and reimbursement rates across different payors [140]. - The company must conduct pharmacoeconomic studies to demonstrate medical necessity and cost-effectiveness to secure coverage and reimbursement [141]. Legislative and Economic Factors - Legislative changes may significantly impact FDA regulations governing product testing, approval, and marketing, creating uncertainty for the company [133]. - Increasingly stringent state privacy laws, such as the California Consumer Privacy Act, may elevate potential liabilities and affect business operations [138]. - The Inflation Reduction Act of 2022 (IRA) mandates manufacturers to pay rebates for Medicare drugs if price increases exceed inflation, and introduces price negotiation for high-cost drugs starting in 2026 [143]. - The IRA's provisions may significantly impact the pharmaceutical industry, potentially reducing prices and reimbursement rates for approved products [144]. - Legislative changes in the U.S. and abroad may continue to affect healthcare costs and reimbursement methodologies, increasing scrutiny on drug pricing [148]. - The company may be subject to penalties under the IRA for non-compliance, which could further impact its financial condition [144]. Employment and Insurance - The company currently employs 20 full-time employees as of March 30, 2026 [180]. - The company has product liability insurance limited to $10 million per incident [161]. Intellectual Property - The company owns five patents related to TheraPlas technology, with expiration dates ranging from 2025 to 2028 [170]. - The company has filed three patent applications for PlaCCine technology between 2021 and 2023, but has paused all intellectual property activity for this technology due to the competitive landscape [171].

Financial Performance - Total revenue for 2025 was $12.8 million, a significant increase from $0.9 million in 2024, with approximately $4.0 million generated from staking activities[4] - Gross profit reached $7.6 million in 2025, compared to $0.7 million in 2024, while total costs and expenses surged to $49.2 million from $12.5 million in 2024[5] - The net loss before income taxes was $(148.6) million in 2025, compared to $(10.5) million in 2024, which included a $(114.2) million net loss on crypto assets[6] - The operating loss for 2025 was $(36,442) million, compared to $(11,644) million in 2024, indicating a worsening of operating performance[22] - Net loss attributable to common stockholders for 2025 was $(149,631) million, compared to $(11,472) million in 2024, reflecting a substantial increase in losses[22] Digital Assets and Investments - Digital assets held as of December 31, 2025, had a fair value of approximately $356.8 million, with cash and restricted cash totaling approximately $39.7 million[7] - The company held approximately 219.7 million units of $TON at the end of 2025, all of which were staked, earning approximately 2,185,286 units of $TON during the year[8] - The company incurred a total of $295,000 million in purchases of digital assets during 2025, reflecting a significant investment in this area[24] - The company reported unrealized gains on digital assets of $373,931 million in 2025, indicating a positive market valuation of its digital asset holdings[24] Cash Flow and Financing - Cash, cash equivalents, and restricted cash at the end of 2025 totaled $39,662 million, up from $8,495 million at the beginning of the year, marking a net change of $31,167 million[25] - The company reported a net cash used in operating activities of $(20,769) million for 2025, compared to $(8,765) million in 2024, indicating increased cash outflows[24] - Financing activities generated net cash of $346,479 million in 2025, a notable increase from $18,292 million in 2024, highlighting strong capital raising efforts[25] Corporate Strategy and Leadership - The company has established a custody and staking infrastructure to support its treasury strategy, emphasizing disciplined treasury management and liquidity preservation[9] - The company continues to operate legacy business units, including MARKET.live and LyveCom, which focus on livestream shopping and social commerce[13] - A formal search for a permanent Chief Executive Officer is underway as part of a planned leadership transition, with Veronika Kapustina serving as CEO during this period[10] - The company aims to steadily expand its $TON holdings and support the development of a tokenized economy within Telegram[12] - Forward-looking statements indicate a focus on disciplined treasury management and the potential impact of market conditions on financial performance[15] Employee Compensation and Acquisitions - Share-based compensation expenses rose to $19,136 million in 2025, compared to $2,079 million in 2024, reflecting increased employee compensation costs[24] - The company completed the purchase of LyveCom, Inc. for $4,222 million, indicating ongoing market expansion efforts through acquisitions[24]

Business Operations and Strategy - SPAR Group operates primarily in the U.S. and Canada, having exited international markets including Mexico, Brazil, South Africa, China, Japan, and India during 2024[20]. - The company focuses on enhancing sales and profit for clients through services such as merchandising, marketing, and retail transformation[22]. - SPAR Group's business strategy prioritizes three areas: growing the core business, introducing or acquiring new services, and investing in technology[29]. - The company aims to expand its services to existing clients while actively pursuing new business opportunities through proposals and marketing efforts[30]. - SPAR Group recognizes the importance of technology, particularly its SPARView platform, to optimize merchandising and marketing services[32]. - The company provides five principal types of services: Merchandising, Marketing and Category Management, Remodel and Retail Transformation, Assembly and Installation, and Fulfillment and Distribution[36]. - Business Analytics and Insights services are utilized to deliver actionable insights that drive efficiency, sales, and customer satisfaction[43]. - The merchandising and marketing services industry is expected to continue growing, driven by the need for retailers to remain relevant and efficient in a digital landscape[26]. Client and Revenue Information - The Company had two clients that represented over 10% of its revenue for the year ended December 31, 2025, with Client 1 contributing 16.8% (approximately $22.8 million) and Client 2 contributing 10.8% (approximately $14.7 million)[46]. - The Company has a significant number of long-tenured clients, which allows it to invest resources in understanding their businesses and meeting future needs[30]. - Consolidated net revenues for the year ended December 31, 2025, were $136.1 million, a decrease of $27.5 million or 16.8% compared to $163.6 million in 2024, primarily due to the sale of international operations[132]. - U.S. net revenues increased to $122.1 million in 2025 from $117.5 million in 2024, reflecting a growth of $4.6 million or 3.9% driven by continued growth in the U.S. market[133]. Financial Performance - The Company reported a loss from continuing operations of approximately $24.6 million for the year ended December 31, 2025, compared to a loss of $1.8 million for the year ended December 31, 2024[129]. - Consolidated EBITDA loss was approximately $16.5 million for the year ended December 31, 2025, compared to income of $3.6 million for the year ended December 31, 2024[129]. - Consolidated Adjusted EBITDA for the year ended December 31, 2025, was approximately $(8.6) million, down from $6.65 million in 2024[129]. - The cost of revenue was 84.1% of net revenue in 2025, up from 79.5% in 2024, attributed to significant growth in lower-margin remodel business[135]. - Selling, general and administrative expenses (SG&A) were approximately $32.2 million or 23.7% of net revenue in 2025, compared to $33.9 million or 20.7% in 2024[138]. - The company recorded an income tax expense of $4.1 million in 2025, with an effective tax rate of (19.8%), compared to $0.1 million and (8.7%) in 2024[146]. - The net loss attributable to SPAR Group, Inc. was $24.6 million in 2025, representing an 18.1% loss margin, compared to a net loss of $3.2 million or 2.0% in 2024[131]. Operational Structure and Workforce - SPAR Group's operational structure includes 100% ownership of its entities in the U.S. and Canada, with headquarters in Charlotte, North Carolina[35]. - As of December 31, 2025, the Company's labor force totaled approximately 4,522, including 190 full-time and 975 part-time employees in the U.S. and 55 full-time and 1 part-time employee in Canada[49]. - The Company relies significantly on independent contractors for field services, with approximately 2,779 field specialists in the U.S. and 522 in Canada provided by an Independent Field Vendor[49]. Market Conditions and Risks - The markets in which the Company operates are cyclical and subject to economic downturns, which could adversely affect revenues[57]. - The Company has experienced fluctuations in quarterly operating results and cash flow due to various factors, including the number of active client projects and client delays[61]. - A significant decrease in the need for in-store merchandising could materially decrease the Company's revenues[65]. - The Company believes that the outsourcing of merchandising and marketing services will continue, but there is no assurance that this trend will persist[63]. Governance and Compliance - The Company identified material weaknesses in internal controls as of December 31, 2024, which resulted in errors in financial reporting[81]. - Remediation efforts for identified material weaknesses were completed by December 31, 2025, but future weaknesses cannot be ruled out[82]. - The Company has implemented a new enterprise resource planning system as part of its remediation plan for internal controls[176]. - The company has established a charter for the Audit Committee, emphasizing governance and oversight in financial reporting[198]. - The independent registered accounting firm, BDO USA, P.C., is responsible for forming an opinion on the company's consolidated financial statements, ensuring transparency and reliability[195]. Stock and Financial Instruments - SGRP Common Stock price fluctuated between $0.768 and $2.04 per share during the year ended December 31, 2025[76]. - Majority Stockholders own approximately 46.2% of SGRP Common Stock, which may influence corporate governance and stock price[88]. - The Company is currently under a Nasdaq notice regarding a potential delisting due to failing to maintain a minimum bid price of $1.00 over 30 consecutive business days[114]. - If SGRP Common Stock is delisted from NASDAQ, it may be traded over-the-counter, potentially increasing transaction costs and affecting market liquidity[80]. - The Company has never declared or paid cash dividends on SGRP Shares and does not anticipate doing so in the foreseeable future[115]. Cash Flow and Liquidity - Net cash used in operating activities increased to $18.4 million for the year ended December 31, 2025, compared to $0.7 million for 2024, primarily due to lower operating income and unfavorable changes in working capital[165]. - Net cash used in investing activities was $1.1 million for the year ended December 31, 2025, a significant decrease from cash provided by investing activities of $9.9 million in 2024, mainly due to costs associated with software development and new corporate headquarters[166]. - Net cash provided by financing activities was $4.5 million for the year ended December 31, 2025, compared to cash used of $1.7 million in 2024, driven by borrowings under lines of credit and sale of treasury shares[167]. - The company experienced a net decrease in cash and cash equivalents of approximately $15.0 million for the year ended December 31, 2025, attributed to lower operating income and unfavorable working capital changes[168]. - The company was in compliance with all financial covenants under its U.S. and Canada credit facilities for the year ended December 31, 2025[164]. Audit and Financial Reporting - Audit fees for the year ended December 31, 2025, totaled $886,000, an increase from $782,000 in 2024, reflecting the company's ongoing financial reporting needs[191]. - Audit-related fees included services for the audit of the Corporation's 401(k) plan, reflecting the company's commitment to compliance and oversight[193]. - Tax fees encompassed all professional services related to tax compliance, planning, and advice, excluding those tied to the audit of financial statements[193]. - The consolidated statements of operations and comprehensive loss for the years ended December 31, 2025, and 2024 are detailed in the financial statements[195]. Strategic Initiatives and Agreements - The company is actively involved in mergers and acquisitions, as evidenced by the Agreement and Plan of Merger dated August 30, 2024[196]. - The company has established several joint ventures in Brazil and China to strengthen its market presence, including a joint venture agreement dated September 13, 2016, in Brazil[10.48]. - SPAR Group, Inc. has entered into multiple consulting agreements to enhance global sales and market expansion, including a notable agreement with Thenablers, Ltd. effective February 1, 2022[10.25]. - The company has executed a change of control severance agreement with Antonio Calisto Pato, effective February 28, 2023, reflecting strategic personnel adjustments[10.28]. - SPAR Group, Inc. has made amendments to its change of control severance agreements, ensuring alignment with current corporate governance standards[10.29]. - The company has entered into a securities pledge and escrow agreement securing the Richard Justus Note, indicating a structured approach to financial obligations[10.58]. - SPAR Group, Inc. has engaged in a sale of shares agreement dated February 7, 2024, to facilitate strategic divestitures and enhance operational focus[10.56]. - The company has established a corporate guaranty dated April 10, 2019, to support its financial arrangements with North Mill, demonstrating commitment to financial stability[10.64]. - SPAR Group, Inc. has a comprehensive loan and security agreement with North Mill Capital, LLC, indicating a structured financing approach to support its operations[10.65]. - The company has undergone multiple modification agreements with North Mill Capital, LLC, with the latest being the Seventh Modification Agreement dated March 28, 2024[206]. Corporate Governance and Ethics - The company’s financial documents include certifications from the Chief Executive Officer and Chief Financial Officer as per the Sarbanes-Oxley Act of 2002[211]. - SPAR Group's Code of Ethical Conduct was amended and restated as of March 15, 2018, reflecting the company's commitment to ethical governance[207]. - The company has a history of mutual release agreements among key executives, indicating a focus on internal governance and conflict resolution[207]. - The company has established a policy regarding personal securities transactions to ensure compliance with securities regulations[208]. - The company’s financial reporting includes XBRL information, which is furnished but not filed, indicating a commitment to transparency in financial disclosures[209].

Revenue Growth - Fourth quarter revenue reached $49.6 million, an 8% increase year-over-year[6] - Full-year revenue for 2025 was $182.9 million, representing a 21% growth compared to 2024[6] - Meridianbet Group segment generated $124.6 million in revenue for FY 2025, a 17% increase year-over-year, contributing 68% of total company revenue[8] - Revenues for the twelve months ended December 31, 2025, were $182,863,373, representing a 21% increase from $151,115,532 in 2024[28] Profitability - Gross profit for Q4 2025 was $28.5 million, up 6% from the previous year, while full-year gross profit increased 17% to $103.5 million[6] - Gross profit for the same period was $103,456,720, compared to $88,572,125 in 2024, indicating a significant improvement in profitability[28] - Adjusted EBITDA for Q4 2025 was $4.6 million, down from $6.5 million in the prior year, attributed to increased marketing expenses[6] - Adjusted EBITDA for the twelve months ended December 31, 2025, was $19,382,841, down from $22,193,562 in 2024, indicating a decline of about 13%[31] - Annual adjusted EBITDA is reported at $19.38 billion, indicating strong operational performance[32] Net Loss - The company reported a net loss of $88.4 million for Q4 2025, compared to a net loss of $2.1 million in Q4 2024, primarily due to a $91.8 million non-cash impairment charge[6] - The net loss attributable to MRDN for the twelve months ended December 31, 2025, was $89,897,850, compared to a loss of $1,480,249 in 2024[28] - The company reported a comprehensive loss of $87,645,767 for the twelve months ended December 31, 2025, compared to a loss of $6,192,125 in 2024[28] Assets and Liabilities - Total current assets decreased to $35,438,153 as of December 31, 2025, down from $45,066,481 in 2024, reflecting a 21% decline[26] - Total liabilities decreased to $69,740,174 as of December 31, 2025, from $104,767,013 in 2024, a reduction of approximately 33%[27] - Cash and cash equivalents decreased to $18,078,300 as of December 31, 2025, from $30,125,944 in 2024, a decline of approximately 40%[26] - Cash and cash equivalents amount to $18.07 billion, providing a solid liquidity position[32] Customer Growth - New customer registrations for Meridianbet increased by 72% year-over-year to 1.2 million, with active users up 35% and depositors up 40%[8] Operational Expansion - Expanse Studios expanded its operator network from 184 to 1,344 active sites, achieving 630% year-over-year growth[13] Debt Management - The company reduced net debt by 59% to $34.7 million, with a net debt leverage ratio of less than 0.9x as of December 31, 2025[6] - Net debt stands at $16.61 billion, with a net debt leverage ratio of 0.86[32] Future Outlook - Q1 2026 preliminary outlook projects revenue growth of 17% and Adjusted EBITDA growth of 9%[5] - The weighted average ordinary shares outstanding increased to 11,589,076 for the twelve months ended December 31, 2025, compared to 9,459,308 in 2024[28] - The company incurred selling, general, and administrative expenses of $199,625,728 for the twelve months ended December 31, 2025, significantly higher than $85,828,421 in 2024[28]