Financial Performance - As of December 31, 2025, Pathfinder Bancorp, Inc. had total consolidated assets of $1.43 billion, total deposits of $1.18 billion, and shareholders' equity of $122.5 million[18]. - Net interest income for the year ended December 31, 2025, was $44,335, compared to $40,989 in 2024, reflecting an increase of 8.2%[207]. - Provision for credit losses increased to $16,342 in 2025 from $10,973 in 2024, indicating a rise of 48.5%[207]. - Net (loss) income attributable to Pathfinder Bancorp, Inc. was $(1,933) in 2025, a decrease from $3,383 in 2024[207]. - Total noninterest income decreased significantly to $2,495 in 2025 from $9,561 in 2024, a decline of 73.9%[207]. - Total interest expense for 2025 was $32,318, down from $37,368 in 2024, a decrease of 13.8%[207]. - The efficiency ratio improved to 69.12% in 2025 from 72.53% in 2024, indicating better cost management[208]. - Cash dividends declared remained stable at $0.40 per share in both 2025 and 2024[207]. - Total equity (GAAP) for Pathfinder Bancorp, Inc. increased to $122,451,000 in 2025 from $121,483,000 in 2024, reflecting a growth of 0.79%[211]. - The book value per common share decreased slightly to $19.80 in 2025 from $19.83 in 2024, a decline of 0.15%[211]. - The dividend payout ratio was negative at (269.03%) in 2025, compared to 78.28% in 2024, indicating a significant loss in net income available to common shareholders[211]. - Total Tier 1 Capital to risk-weighted assets ratio was 13.45% in 2025, slightly up from 13.40% in 2024, showing a stable capital position[212]. - Total Capital to risk-weighted assets ratio improved to 14.72% in 2025 from 14.65% in 2024, reflecting a stronger capital base[212]. - The allowance for credit losses was $12,663,000 in 2025, compared to $13,007,000 in 2024, indicating a decrease in provisions for potential loan losses[212]. - Average adjusted assets for 2025 were reported at $1,423,170,000, compared to $1,439,200,000 in 2024, showing a slight decrease in asset base[212]. - The return on average common equity was (1.54%) in 2025, down from 2.75% in 2024, indicating a decline in profitability[211]. Market Position and Competition - The Bank holds a 43.9% market share of all deposits in Oswego County and 3.7% in Onondaga County, with a combined market share of 8.6% across both counties[29]. - The Bank's competition includes commercial banks, savings institutions, credit unions, and emerging fintech companies, which may impact future market dynamics[27]. - Pathfinder Bancorp, Inc. maintains a strategy to build profitable consumer and commercial customer relationships while competing through high service levels and a wide range of financial products[28]. Lending Activities - The Bank's primary lending activities include commercial real estate loans, which are expected to grow with target loan sizes ranging from $500,000 to $2.0 million[31]. - The Company has focused on increasing its commercial lending, with commercial loans typically secured by business assets and having adjustable rates indexed to the prime interest rate[36]. - Residential real estate loans are offered with terms up to 30 years, adhering to Federal National Mortgage Association guidelines, with maximum conforming loan limits of $806,500 as of December 31, 2025[37]. - The company provides tax-exempt loans to local governments and municipalities, enhancing yield due to federal tax exemption[42]. - Home equity loans are generally limited to a loan-to-value ratio of 80%, or up to 90% if the company holds the first mortgage[44]. - The company faces greater credit-related risks with consumer loans, particularly those that are unsecured or secured by depreciating assets[47]. - The company has modified three loans totaling $15.2 million for borrowers experiencing financial difficulty during the year ended December 31, 2025[64]. Credit Risk Management - The allowance for credit losses (ACL) reflects management's estimate of losses inherent in credit-exposed asset portfolios, including loans and unfunded commitments[71]. - The company adheres to federal and New York State laws regarding consumer loan collections, with a focus on resolving delinquencies[59]. - The company has established internal policies limiting total credit exposure to any one borrower to 10% of Tier 1 and 2 capital[58]. - The company may purchase pools of collateralized consumer loans from financial institutions outside its primary market area to enhance portfolio performance[48]. - The company’s loan origination activity may be adversely affected by rising interest rates and overall local economic health[49]. - The company’s internal loan review process includes a risk grading system to assess the quality of its loan portfolio[60]. - The Allowance for Credit Losses (ACL) is maintained at a level deemed adequate for anticipated losses, with quarterly evaluations performed by management[72]. - The ACL consists of three components: specific allowances for individually evaluated loans, quantitative factors for pooled loans, and qualitative factors for overall credit quality[73]. - Individually evaluated loans are assessed based on unique risk characteristics, with credit losses measured using discounted cash flow methods or collateral-dependent valuation techniques[74]. - Quantitative factors for ACL estimation utilize historical loss rates and econometric factors, predicting future charge-offs based on national unemployment rates[78]. - Qualitative factors considered include economic trends, delinquency levels, and changes in lending policies, with adjustments made quarterly to reflect forward-looking projections[79]. Investment and Funding - The investment policy focuses on safety, liquidity, and potential returns, with oversight from the Asset Liability Management Committee[81]. - The investment portfolio aims to manage interest rate risk while generating reasonable returns and includes a variety of debt securities[82]. - The bank's primary funding source is deposits, supplemented by advances from the FHLB-NY and brokered deposits[91]. - The bank participates in reciprocal deposit programs to provide FDIC insurance coverage for deposits exceeding the maximum insurable amount[95]. - Public deposit products are offered to local municipalities, with funding levels varying seasonally based on cash flows[96]. - The Company has issued $5 million of 30-year floating rate Company-obligated pooled capital securities, treated as Tier 1 capital by the FDIC and the Federal Reserve[98]. - Interest expense related to the floating rate junior subordinated deferrable interest debentures was $321,000 in 2025 and $373,000 in 2024[98]. - The 2020 Subordinated Debt of $25 million has a fixed annual interest rate of 5.50% until October 15, 2025, after which it will reset to SOFR plus 5.32%[100][101]. - As of December 31, 2025, the interest expense related to the 2020 Subordinated Debt was $1.7 million, compared to $1.6 million in 2024[102]. Regulatory Compliance - The Company is subject to minimum capital requirements including a total risk-based capital ratio of 8.0% and a Tier 1 risk-based capital ratio of 6.0%[112]. - The Bank did not elect to become subject to the community bank leverage ratio (CBLR) as of December 31, 2025, which was proposed to be lowered to 8%[114]. - The Company’s most recent NYCRA rating was "satisfactory," dated September 30, 2021[111]. - The FDIC increased initial base deposit insurance assessment rates by two basis points effective January 1, 2023, with rates for institutions of Pathfinder Bank's size ranging from 2.5 to 32 basis points[129]. - Pathfinder Bank's latest FDIC CRA rating, dated February 18, 2025, was "satisfactory," indicating compliance with community credit needs[131]. - The Dodd-Frank Act permanently increased the maximum amount of deposit insurance to $250,000 per depositor[127]. - Pathfinder Bank is required to hold a specified amount of shares in the Federal Home Loan Bank System, and it was in compliance with this requirement as of December 31, 2025[132]. - The Federal Reserve Board's policies require that dividends should be paid only out of current earnings and may be restricted if a subsidiary bank becomes undercapitalized[142]. - The FDIC has the authority to appoint a conservator or receiver for an insured bank if it is deemed "critically undercapitalized" for a specified period[127]. - Pathfinder Bank's authority to extend credit to insiders is governed by Sections 22(g) and 22(h) of the Federal Reserve Act, requiring compliance with specific credit terms[125]. - The Gramm-Leach-Bliley Act allows a well-capitalized BHC to opt to become a "financial holding company," enabling broader financial activities[137]. - The FDIC assesses institutions based on financial measures and supervisory ratings, with less risky institutions paying lower assessments[128]. Employee and Community Engagement - As of December 31, 2025, the company employed 187 team members, with 179 full-time and 8 part-time employees, representing a 7.5% increase in headcount from 174 in 2023[161]. - The voluntary turnover rate for 2025 was 17.0%, a decrease from 23.7% in 2024, indicating improved employee retention[161]. - The company has a mission to enhance the value of the bank for shareholders, customers, employees, and communities, emphasizing a commitment to community relationships[159]. - The company provides a competitive compensation and benefits program, including annual bonuses, stock awards, and a 401(k) plan with employer matching contributions[166]. - The company has invested in employee development through training programs and educational reimbursement, promoting internal career advancement[167]. - Approximately 28.3% of the current staff has been with the company for ten years or more, reflecting a commitment to employee retention[168]. Cybersecurity - The company has established a comprehensive Information & Cybersecurity Program & Policy to manage cybersecurity risks, with oversight from the Board of Directors[171]. - The company has not experienced any cybersecurity incidents that have materially affected its business or financial condition[174]. Assets and Properties - The aggregate net book value of the Bank's premises and equipment was $18.0 million as of December 31, 2025[176]. - The Company had 6,185,644 shares of voting common stock outstanding as of December 31, 2025, an increase from 6,125,649 shares in 2024[186]. - The Company raised approximately $20.8 million in gross proceeds from a private placement transaction on May 8, 2019[191]. - The net cash received from the private placement, after expenses, was $19.6 million, which was used to strengthen capital and liquidity positions[197]. - Castle Creek owned approximately 9.7% of the Company's common voting stock as of December 31, 2025[196]. - The Company has 275 shareholders of record as of March 24, 2026[180]. - The Company intends to continue paying regular quarterly cash dividends, subject to various factors including capital requirements[183]. - The Company has 78,784 options, warrants, and rights outstanding with a weighted-average exercise price of $11.06[182]. - The Company has transformed its business from a traditional savings bank to a commercial bank, significantly growing its commercial loan portfolios[187]. - The Company has seven offices in Oswego County and five in Onondaga County, with various owned and leased properties[177]. - Total assets as of December 31, 2025, were $1,426,636, a decrease from $1,474,874 in 2024[207].

Regulatory Approval and Reimbursement - The Glucotrack CBGM is still under development and is likely to be classified as a Class III device, requiring the PMA process for regulatory approval[56]. - The company plans to leverage successful De Novo clinical trial data for CE Mark certification, which is necessary for marketing in EU member states[60]. - Medicare coverage for CGM systems has been expanded to all patients using insulin, effective April 2023, removing the previous requirement of at least three doses of insulin per day[62]. - The Local Coverage Determination (LCD) allows coverage for patients not taking insulin if they have a history of problematic hypoglycemia[63]. - The company anticipates that sales volumes and prices of the Glucotrack CBGM will largely depend on adequate reimbursement from Medicare and third-party payors[64]. - The reimbursement strategy includes coverage for the product, implantation procedure, and removal and reinsertion procedures[67]. - The company is engaging a reimbursement consultant to analyze the current landscape for CGM technologies and similar cardiovascular devices[66]. - Outside the United States, reimbursement availability varies widely, and an EU reimbursement analysis may begin if the company decides to enter the EU market[68]. - The FDA review process for premarket notifications under section 510(k) typically takes about 90 days, but can be longer if concerns arise[53]. - The company is subject to various regulatory requirements in the U.S. and EU, which can affect the efficiency and timeliness of international market introduction of its devices[51]. Intellectual Property and Competition - The company has strengthened its patent portfolio with the issuance of three U.S. patents related to glucose monitoring technologies, enhancing its competitive position in the market[77][78][79]. - The company is pursuing a proactive intellectual property strategy, including patent filings in multiple jurisdictions, which is critical for protecting its innovations[76]. - The market for continuous glucose monitoring (CGM) devices is highly competitive, with Abbott, DexCom, and Medtronic accounting for the majority of worldwide sales[86]. - The company faces significant competition from established players with greater name recognition, distribution networks, and financial resources[87]. - There is currently one implantable CGM commercially available, which lasts up to 365 days, highlighting the competitive landscape for long-term glucose monitoring solutions[87]. Compliance and Operational Structure - The company may be subject to increased scrutiny and enforcement actions related to healthcare fraud and abuse laws, which could materially affect its operations[73]. - The company is required to safeguard patient information under HIPAA, which may increase compliance costs and affect its ability to market devices[75]. - The company has trademark registrations for Glucotrack® in the U.S. and Europe, supporting its brand recognition[83]. - As of December 31, 2025, the company had fifteen full-time employees, indicating a lean operational structure[93]. - The company is not providing quantitative and qualitative disclosures about market risk as a smaller reporting company[265].

Financial Performance - Total revenue for 2025 was $6,229,335, a decrease of 78.2% compared to $28,610,567 in 2024[186]. - Operating expenses for 2025 amounted to $14,176,204, down from $39,793,711 in 2024, reflecting a reduction of 64.4%[188]. - The net loss for 2025 was $5,326,618, significantly improved from a net loss of $70,259,894 in 2024, representing a reduction of 92.4%[190]. - The company reported a loss per common share of $0.02 for 2025, compared to a loss of $0.35 per share in 2024[188]. - The company reported a net loss of $68,141,993 for the year ended December 31, 2024[196]. - Net loss for the year ended December 31, 2025, was $5,326,618, a significant decrease from the previous year's loss of $70,259,894[216]. Assets and Liabilities - Total current assets decreased to $1,581,798 in 2025 from $13,679,377 in 2024, a decline of 88.4%[184]. - Total liabilities decreased to $63,208,182 in 2025 from $80,139,700 in 2024, a reduction of 21.1%[184]. - The company’s accumulated deficit as of December 31, 2025, was $212,901,381, compared to $208,492,886 in 2024[184]. - The total stockholders' deficit increased to $43,368,722 in 2025 from $37,819,657 in 2024, an increase of 14.0%[184]. - As of December 31, 2025, the company had a stockholders' deficit of $43,368,722 and long-term debt of $43,698,407[217]. - The company has a total long-term debt of $48,172,217 as of December 31, 2025, which is an increase from $46,975,065 in 2024[283]. Impairment and Valuation - The Company reported an impairment charge of approximately $3.7 million related to the ESG Clean Energy license, with its estimated fair value determined to be zero[173]. - The Company performed annual impairment assessments and interim quantitative impairment tests due to adverse market conditions and increased competition[173]. - The carrying value of the ESG Clean Energy License was fully impaired, resulting in a net intangible asset value of $0 as of December 31, 2025[268]. - The Company recognized an impairment charge of $3,728,011 for the ESG Clean Energy License due to uncertainties surrounding ESG's ability to commercialize its technology[267]. - Impairment of intangible assets was recorded at $2,248,940 for the year ended December 31, 2024[325]. Cash Flows - The total cash flows from operating activities showed a net loss of $5,326,618 for the year ended December 31, 2025[196]. - The company generated net cash used in operating activities of $2,325,462[1]. - The company reported net cash provided by financing activities of $2,173,806, primarily from the issuance of long-term debt[1]. Investments and Acquisitions - The Company recognized a gain on deconsolidation of approximately $6.2 million from its investment in Simson-Maxwell Ltd. after losing controlling interest[176]. - The Company’s investment in Simson-Maxwell was accounted for under the equity method after deconsolidation, reflecting significant influence through board representation[176]. - The Company holds a 49% interest in Simson-Maxwell Ltd., which provides custom energy and power solutions[201]. - The Company has entered into a Securities Purchase Agreement to acquire a 51% interest in Viking Distribution Solutions, enhancing its technology portfolio[205]. - The Company acquired a 51% ownership interest in Viking Distribution in August 2025, expanding its portfolio of subsidiaries[225]. Going Concern and Risks - The Company expects to continue incurring operating losses and generating negative cash flows from operations for the foreseeable future, raising substantial doubt about its ability to continue as a going concern[165]. - The Company’s financial statements were prepared assuming it will continue as a going concern, despite significant working capital deficiency and accumulated deficit[165]. - The Company’s financial position and business strategy are subject to risks and uncertainties that could materially affect actual results[15]. - The company is facing substantial doubt regarding its ability to continue as a going concern due to its working capital deficiency of $15,845,860[218]. Stock and Equity - The company issued a total of 23,549,667 shares of common stock during the year ended December 31, 2025, including 16,904,261 shares related to the conversion of Series C Preferred Stock[290]. - The Series C Preferred Stock derivative liability was reduced to zero at December 31, 2025, following the conversion of shares and cancellation of remaining shares[287]. - The Company issued a total of 200,000 warrants with an exercise price of $0.15 during the year ended December 31, 2025[309]. - The total common stock issued as of December 31, 2023, was valued at $119,302[195]. - The company has a total of 500,000,000 shares of Common Stock authorized for issuance[289]. Tax and Regulatory Matters - The Company adopted ASU 2023-09 for the fiscal year beginning January 1, 2025, enhancing income tax disclosures related to rate reconciliation and income taxes paid[220]. - The effective income tax rate for the year ended December 31, 2025 was 0.0%, with no current or deferred tax expense recorded[316]. - The total deferred tax assets as of December 31, 2025 amounted to $30.68 million, with a valuation allowance of the same amount[318]. Management and Strategy - Management's forecasts of revenues, operating margins, and cash flows were evaluated against historical results and underlying business strategies[181]. - The Company’s ability to integrate and realize benefits from future acquisitions is a key aspect of its growth strategy[15]. - The Chief Executive Officer is the chief operating decision maker, evaluating performance on a consolidated basis[321]. - The company plans to allocate resources based on the projected financial requirements to advance its investments towards commercialization[321].

Clinical Trials and Efficacy - In September 2024, updated data from the VERSATILE-002 Phase 2 clinical trial was presented, indicating potential efficacy in treating recurrent/metastatic head and neck squamous cell carcinoma[19]. - The colorectal cancer cohort of a Phase 2 clinical trial with PDS01ADC met pre-defined criteria for expansion to stage 2 following positive stage 1 results announced in July 2025[21]. - In October 2025, the company requested a Type C meeting with the FDA to discuss an expedited pathway for the VERSATILE-003 Phase 3 clinical trial, proposing progression-free survival as an interim primary endpoint[23]. - The VERSATILE-002 trial demonstrated that 75% of ICI naïve patients were still alive at 36 months, with median overall survival not yet reached[68]. - In the VERSATILE-003 trial, the primary endpoint is median overall survival, with progression-free survival included as an interim primary endpoint following FDA discussions[75]. - PDS0101 has shown immunological activity at all doses studied, leading to clinical regression of cervical lesions in patients[63]. - The combination of PDS01ADC with Versamune® may significantly enhance disease control, with a 12-month overall survival rate of 72% in ICI-resistant patients[68]. - The ongoing Phase 2 trials for PDS0101 in various HPV-related cancers are expected to yield favorable results in 2022, 2023, 2024, and 2025[63]. - The 36-month overall survival (OS) rate was 84.4%, with 100% OS for patients receiving all five doses of Versamune® HPV, compared to approximately 64% OS historically with chemoradiation[97]. - The 36-month progression-free survival (PFS) rate was 74.9%, with 100% PFS for patients receiving all five doses of PDS0101, compared to approximately 61% PFS historically with chemoradiation[97]. Immunotherapy and Mechanisms - The company is developing a pipeline of targeted cancer and infectious disease immunotherapies based on the Versamune® T cell activator and PDS01ADC, an IL-12 fused antibody drug conjugate[17]. - Versamune® has shown the potential to induce large quantities of high-quality, polyfunctional CD4 helper and CD8 killer T cells, which are critical for effective cancer treatment[18]. - Preclinical studies demonstrated that Versamune® reduced the Treg/CD8 T cell ratio, enhancing the immune response against tumors[50]. - The company believes that Versamune® can promote efficient antigen processing and T cell presentation, addressing significant limitations in current immunotherapy[40]. - Versamune® has been shown to upregulate type I interferon genes, facilitating the activation and expansion of CD8 killer T cells in lymph nodes[44]. - Evidence from preclinical studies suggests that Versamune® can induce immune memory, providing long-term protection against tumor recurrence[51]. - The company is focused on overcoming the tumor's immune suppressive mechanisms to enhance the effectiveness of its immunotherapy products[31]. - Versamune® has shown potential to enhance tumor-specific memory responses, potentially reducing tumor recurrence and improving patient survival[52]. Financial Performance and Projections - The company reported net losses of $34.5 million and $37.6 million for the years ended December 31, 2025 and 2024, respectively, with an accumulated deficit of $216.6 million as of December 31, 2025[108]. - As of December 31, 2025, the company had $26.7 million in cash and cash equivalents[109]. - The company has not generated any product revenue to date and has incurred net losses each year since inception[107]. Regulatory and Compliance - Regulatory approvals for product candidates require substantial time and financial resources, with compliance to FDA regulations being critical for market entry[149]. - The FDA requires a 30-day waiting period after the filing of each IND before it is considered effective, allowing for review to ensure human subjects are not exposed to unreasonable health risks[154]. - The BLA submission for marketing approval must include results from nonclinical testing and clinical studies, along with manufacturing and controls data[168]. - The FDA aims to review most BLA applications within ten months from the filing date, with priority review applications targeted for six months[170]. - An independent IRB must review and approve the clinical trial plan before it commences, ensuring compliance with FDA regulations[157]. - The FDA may impose clinical holds on trials if safety concerns arise, delaying or suspending the investigation[155]. - The manufacturing process for biological products must comply with cGMP requirements to ensure consistent quality and safety[167]. - The FDA reviews Biologics License Applications (BLAs) to ensure safety, potency, and effectiveness, and may refer applications to advisory committees for recommendations[171]. Partnerships and Agreements - PDS Biotech has entered into a License Agreement with Merck KGaA, which includes a one-time cash payment of $5 million and the issuance of 378,787 shares valued at $5 million[129]. - The Merck KGaA License Agreement includes milestone payments of up to $11 million and royalties of 10% on aggregate net sales of the product[131]. - The company has licensed patented antigens from the US government for use in its immunotherapies, including TARP for prostate and breast cancers[126]. - PDS Biotech has a non-exclusive agreement with the University of Georgia Research Foundation to develop COBRA universal influenza antigens for a clinical trial[127]. - The company has a Clinical Trial Collaboration and Supply Agreement with MSD International GmbH to evaluate the safety and efficacy of a combination therapy for recurrent or metastatic head and neck cancer[141]. Competitive Landscape - The biotechnology and pharmaceutical industries are characterized by intense competition, with major companies like Johnson & Johnson and Merck engaged in similar immunotherapy and vaccine research[146]. - The company anticipates facing increasing competition as new immunotherapies enter the market, which may affect its market position[148]. Intellectual Property - The company holds 14 U.S. patents related to its Versamune® platform, with expiration dates ranging from 2026 to 2037, and 79 issued foreign patents[125]. - The company entered into a Patent License Agreement with the U.S. Department of Health and Human Services to develop TARP peptide-based therapies, which includes a nonexclusive, worldwide license[136]. Future Plans - PDS Biotech plans to seek FDA marketing authorization for product candidates PDS0101 and PDS01ADC through the Biologics License Application pathway[123]. - Intent to initiate a registrational study in first-line treatment in HPV16-positive recurrent/metastatic HNSCC with the combination of PDS0101 + pembrolizumab announced in August 2024[82].

Investment Strategy - StableX Technologies, Inc. aims to acquire up to $100 million in crypto assets, focusing on the stablecoin ecosystem to enhance stockholder value[17]. - StableX's investment strategy is based on a "picks and shovels" approach, targeting tokens that support stablecoin infrastructure, which are expected to yield five to ten times returns as total value locked in stablecoins reaches $1 trillion by 2030[20][27]. - The company plans to diversify its holdings across six to ten types of tokens, focusing on different segments of the stablecoin infrastructure industry, including issuance, exchanges, and lending[31]. - The company has initiated a multi-token investment strategy focused on acquiring digital assets benefiting from the stablecoin industry's growth, which involves significant risks including market volatility and regulatory uncertainty[76]. - The company’s investment strategy focuses on acquiring tokens associated with protocols and platforms that facilitate stablecoin operations, rather than investing directly in stablecoins[196]. Financial Performance - The company incurred a net loss of approximately $21.8 million for the year ended December 31, 2025, with an accumulated deficit of approximately $139 million[63]. - The company did not generate any revenue during the year ended December 31, 2025, focusing on managing digital assets and marketable securities[64]. - The company did not generate any revenue during the year ended December 31, 2025, with operations primarily focused on evaluating and implementing its digital asset strategy[197]. - The company’s financial performance is significantly influenced by the volatility of digital asset markets, which may lead to substantial fluctuations in reported earnings or losses in future periods[205]. - Preferred stock dividends and accretion of discounts to redemption value may materially impact net income available to common stockholders and loss per share[204]. Market Conditions - The stablecoin market capitalization surpassed $280 billion as of mid-2025, with daily transaction volumes exceeding $10 trillion annually, indicating robust growth in the sector[27]. - The company anticipates challenges such as market volatility and regulatory delays in SEC approvals for future capital raises, which will be monitored continuously[35]. - The company is exposed to market volatility and risks associated with specific tokens, including FLUID, INJ, LINK, AAVE, SYRUP, QNT, and ETHFI, which may affect the value of its digital asset holdings[125]. - The market for digital assets has historically experienced significant declines, and stablecoin-related infrastructure tokens may not correlate with broader market trends[126]. - Regulatory uncertainty in the U.S. and abroad could limit the company's ability to execute its digital asset strategy, impacting liquidity and market access[129]. Regulatory Environment - The regulatory environment for digital assets, particularly stablecoins, is rapidly evolving, with potential changes that could adversely impact the company's investments and operational capabilities[77]. - The company is committed to acquiring digital assets through compliant entities to mitigate regulatory risks associated with money laundering and sanctions[82]. - The company may face significant compliance burdens and uncertainties due to the recently enacted Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025[121]. - The GENIUS Act establishes a regulatory framework for payment stablecoins, potentially increasing compliance costs for the company[122]. - Compliance with evolving regulations regarding digital assets may necessitate significant strategic changes, impacting operational costs[129]. Operational Challenges - The company has no direct, full-time employees as of December 31, 2025, relying instead on independent contractors and third-party service providers[57]. - The company may face operational challenges and risks associated with integrating acquired businesses into its operations[105]. - The company’s acquisition strategy may not succeed if it cannot remain attractive to target companies or close transactions expeditiously[107]. - The company may need to raise additional equity or debt capital if it cannot meet payment obligations, which could affect its research and development programs[141]. - The company may incur substantial costs in pursuing future capital financing, including investment banking and legal fees[104]. Intellectual Property - The company holds 11 granted United States patents, with nine granted in 2023, and has two pending patent applications[50]. - The company relies on various protections for its intellectual property, including patents and trade secrets, but there is no guarantee these protections will be sufficient[147]. - The company may need to pursue legal action to protect its intellectual property, which could incur significant costs and divert resources[148]. - There is a risk that competitors may independently develop superior technologies, which could impair the company's competitive position[149]. - The company faces potential legal proceedings related to intellectual property claims, which could result in substantial costs and impact business operations[156]. Corporate Governance - The company identified a material weakness in internal control over financial reporting as of December 31, 2025, which could adversely affect financial reporting accuracy[111]. - The company’s board of directors is involved in the assessment and management of cybersecurity risks, which remain a priority due to the evolving nature of threats[178]. - The company has not experienced any cybersecurity incidents that materially affected its business strategy or financial condition to date[182]. - Increased costs and demands on management due to compliance with public company regulations could negatively impact operating results[169]. - The company must comply with Nasdaq's continued listing requirements, including a minimum closing bid price of $1.00 per share, to avoid delisting[163]. Future Outlook - The company plans to purchase additional digital assets primarily using proceeds from equity and debt financings, which may not be obtainable on favorable terms[86]. - The company may need to raise additional capital for strategic acquisitions, which may not be available on reasonable terms[98]. - Future capital raises could involve issuing equity at prices below the current market price, resulting in dilution for existing shareholders[109]. - The company has paused manufacturing of the Vanish electric vehicle to re-engineer its design, which may take longer than expected and could affect future operations[93]. - Resuming electric vehicle manufacturing would require significant capital and resources, which may not be available on acceptable terms[95].

Revenue Performance - Total revenue for Q4 2025 was $7.0 million, a decrease of 13.0% compared to $8.1 million in Q4 2024[6] - Full year 2025 total revenue was $30.6 million, a decrease of 11.4% from $34.6 million in 2024[14] - Total revenue for the three months ended December 31, 2025, was $7,032 thousand, a decrease of 13% compared to $8,083 thousand for the same period in 2024[37] Net Income - Net income for Q4 2025 was $1.6 million, or $0.11 per diluted share, compared to $2.2 million, or $0.16 per diluted share, in Q4 2024[9] - Full year 2025 net income was $6.3 million, or $0.45 per diluted share, compared to $3.7 million, or $0.26 per diluted share, in 2024[15] - Net income for the twelve months ended December 31, 2025, was $6,330 thousand, representing a 72% increase from $3,672 thousand in 2024[37] Franchise Royalties - Franchise royalties in Q4 2025 were $6.6 million, down from $7.6 million in the prior-year period[6] - Franchise royalties for the twelve months ended December 31, 2025, were $28,995 thousand, down from $32,673 thousand in 2024, reflecting a 12% decline[37] Cash and Working Capital - Cash as of December 31, 2025, was $3.9 million, up from $2.2 million as of December 31, 2024[19] - Working capital as of December 31, 2025, was $33.0 million compared to $25.1 million as of December 31, 2024[20] - Cash increased to $3,895 thousand as of December 31, 2025, compared to $2,219 thousand as of December 31, 2024[34] Assets and Liabilities - Total assets decreased to $88,227 thousand as of December 31, 2025, from $94,013 thousand as of December 31, 2024[35] - Total liabilities decreased significantly to $19,906 thousand as of December 31, 2025, from $29,209 thousand as of December 31, 2024[35] Expenses - Selling, general and administrative expenses for the twelve months ended December 31, 2025, were $20,676 thousand, slightly down from $21,406 thousand in 2024[37] Other Financial Metrics - Adjusted net income for Q4 2025 was $2.7 million, or $0.19 per diluted share, compared to $2.6 million, or $0.19 per diluted share, in Q4 2024[10] - Adjusted EBITDA for the twelve months ended December 31, 2025, was $14,087 thousand, down 13% from $16,190 thousand in 2024[39] - Basic earnings per share for the three months ended December 31, 2025, was $0.11, compared to $0.16 for the same period in 2024[37] Share Repurchase Program - The company announced a share repurchase program authorizing up to $20 million in common stock[4] Impairment Charge - The company reported a goodwill and intangible asset impairment charge of $444 thousand for the three months ended December 31, 2025[37]

Market Growth and Demand - The global esoteric molecular diagnostics market is projected to grow from $29.6 billion in 2025 to $32.6 billion in 2026, reaching $75.9 billion by 2034, with a CAGR of 11.12%[19]. - The estimated total market for the company's endocrine (thyroid) cancer assays is approximately $300 million annually, based on patient population and reimbursement rates[35]. - In the United States, there will be an estimated 2.1 million new cancer cases and over 626,000 cancer deaths in 2026, highlighting the significant unmet medical need in oncology[21]. - Approximately 25% of over 100,000 annual thyroid biopsies yield indeterminate results, which can benefit from molecular analysis to avoid unnecessary surgeries[36]. Company Strategy and Operations - The company focuses on molecular diagnostic tests for thyroid cancer, specifically ThyGeNEXT and ThyraMIRv2, following the cessation of reimbursement for the PancraGEN test[17]. - The company aims to expand its product portfolio and explore new revenue streams through research and development and partnerships[26]. - The company’s strategy includes increasing test volumes, securing additional insurance coverage, and maintaining current reimbursement levels[20]. - The company employs a commercial sales team of approximately 30 representatives to promote its molecular diagnostic tests[40]. - The company operates under one segment focused on developing and selling diagnostic clinical services[109]. Financial Performance and Revenue - Medicare and Medicaid reimbursement represented approximately 27% and 36% of the company's consolidated net revenues during 2025 and 2024, respectively[103]. - Revenue from clinical services tests covered by Medicare and Medicare Advantage was approximately 38% of total revenue for the fiscal year ended December 31, 2025[120]. - The loss of the PancraGEN test resulted in a significant reduction in revenue, as it was primarily ordered for Medicare patients[123]. - The company relies on third-party payers for reimbursement, and any changes in reimbursement rates could materially affect revenue[126]. - The company’s revenue recognition under ASC 606 may lead to fluctuations in quarterly and annual operating results, complicating performance comparisons[131]. Regulatory Compliance and Risks - The company is subject to extensive federal and state regulations, including CLIA certification, which is crucial for conducting business and receiving Medicare reimbursement[56]. - Potential future FDA regulation of laboratory-developed tests (LDTs) could impose additional compliance costs and delays[63]. - Violations of the federal Anti-Kickback Statute could result in severe penalties, including imprisonment and exclusion from federal healthcare programs[66]. - The federal False Claims Act allows for penalties of up to three times the damages sustained by the federal program, with per-claim penalties ranging from $14,308 to $28,619, adjusted for inflation[69]. - Compliance with numerous federal and state regulations is costly and time-consuming, with potential penalties for non-compliance[195]. Competition and Market Position - Veracyte's molecular thyroid nodule cancer diagnostic test (Afirma) is the current market leader, competing with ThyGeNEXT and ThyraMIRv2 tests[44]. - The company faces competition from larger firms with greater resources and must continue to educate the medical community on the benefits of its molecular diagnostic tests[42]. - Competition from traditional diagnostic methods and other companies, such as Veracyte and Quest Diagnostics, poses challenges to increasing market acceptance and sustaining revenue[172]. - The company may struggle to compete against laboratory developed tests (LDTs) and unforeseen technologies, which could force price reductions and impact profitability[173]. Research and Development - Research and development costs were approximately $0.6 million in 2025 and $0.7 million in 2024, primarily focused on clinical costs[48]. - Developing new tests and services involves significant R&D investment and may face challenges in validation and commercialization[154]. - The company may abandon development projects if clinical studies do not meet defined endpoints, impacting revenue generation timelines[155]. - Future collaborations for clinical studies are crucial for product development, but may face delays due to organizational constraints[157]. Intellectual Property and Legal Risks - As of December 31, 2025, Veracyte owned ten issued U.S. patents and four issued patents outside the U.S., with expiration dates ranging from 2031 to 2038[49]. - The company may incur significant costs related to litigation over intellectual property rights, which could adversely affect its financial condition[212]. - If the company is found to infringe on third-party patents, it may be required to pay damages and ongoing royalties, which could negatively impact financial results[213]. Employee and Organizational Structure - The company has 102 full-time employees as of March 2, 2026, and is not party to any collective bargaining agreement[110]. - The concentration of ownership by two private equity firms, controlling 84% of outstanding shares, may significantly influence the Company's decisions[117]. - The company currently does not meet the definition of an "Applicable Manufacturer" under the Sunshine Act, but this may change with new regulations[106]. Financial Liabilities and NOLs - The company has U.S. federal net operating losses (NOLs) of approximately $102.8 million and state NOLs of $78.0 million as of December 31, 2025[214]. - Federal NOLs incurred after December 31, 2017 may be carried forward indefinitely, but their deductibility is limited to 80% of federal taxable income[214]. - The company experienced ownership changes that could limit the use of NOLs, with $55.4 million of federal NOLs subject to annual limitations[215]. Challenges and Future Outlook - The company faces risks related to product liability claims, which could result in substantial financial liabilities and reputational damage[166]. - The loss of key personnel could hinder the company's ability to compete and achieve its business objectives[169]. - The company faces risks in expanding its business if the sales force is less successful than anticipated, potentially diminishing revenue generation[171]. - Rapid technological advancements necessitate continuous innovation to avoid obsolescence of services and maintain competitive positioning[156].

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 UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41825 SPARK I ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) | Cayman Islands | | 86-1738866 | | -- ...

Financial Performance - RenovoRx generated $1.1 million in revenue for the full year 2025, marking its first full year of RenovoCath commercialization, compared to $43,000 in 2024[16] - The net loss for 2025 was approximately $11.2 million, compared to a net loss of $8.8 million in 2024[20] - Selling, general, and administrative expenses increased to approximately $7.0 million in 2025, driven by the buildout of commercial infrastructure and higher personnel costs[19] - Research and development expenses for 2025 were approximately $6.3 million, reflecting continued investment in the Phase III TIGeR-PaC clinical trial and device development[18] - The company has $13 million in cash on hand as of March 2026, following a private placement that raised $10 million in gross proceeds[15] Clinical Trials and Product Development - The Phase III TIGeR-PaC trial is on track for full enrollment by mid-2026, with 104 patients randomized and 72 events observed as of March 24, 2026[4] - RenovoRx is evaluating its novel drug-device combination oncology product candidate, IAG, in the ongoing Phase III TIGeR-PaC trial[32] - IAG utilizes the patented RenovoCath device, which is FDA-cleared for temporary vessel occlusion in various applications[32] - The IAG combination product has received Orphan Drug Designation for pancreatic cancer and bile duct cancer, providing seven years of market exclusivity upon FDA approval[33] Market Potential - The initial total addressable market (TAM) for RenovoCath is estimated at approximately $400 million in peak annual U.S. sales, with potential for multi-billion-dollar expansion[7] - RenovoRx aims to transition 17 cancer centers using RenovoCath in the TIGeR-PaC trial to commercial customers in the second half of 2026[4] Strategic Initiatives - The company established a Medical Advisory Board in February 2026 to provide strategic clinical guidance for advancing the TAMP therapy platform[13] - RenovoRx's strategic plans include potential collaborations and partnerships to enhance product development[35] - The company is committed to maintaining and expanding its intellectual property rights related to its therapy platform and product candidates[35] Risks and Uncertainties - Forward-looking statements indicate potential risks and uncertainties related to clinical trials, commercialization efforts, and regulatory approvals[35] - The timing and results of clinical trials are uncertain and may not predict regulatory approval outcomes[35] - RenovoRx's ability to efficiently utilize cash resources and raise additional funding is critical for future operations[35] - The company emphasizes the importance of retaining key personnel and hiring qualified staff for future growth[35] Market Expansion - As of February 27, 2026, 12 U.S. cancer centers are actively utilizing RenovoCath, with an additional 21 centers evaluating or preparing for activation, tripling the near-term pipeline since Q1 2025[3]

IPO and Fundraising - The company completed its IPO on October 11, 2023, raising a total of $100.5 million from the sale of 10,000,000 units, with each unit priced at $10.05[18][20]. - The company has generated proceeds of $8,490,535 from a private placement of warrants, which are identical in terms to the public warrants[19]. - The company plans to raise a total of $115,000,000 through a forward purchase agreement and additional funds from PIPE investors if needed[45]. - The net proceeds from the IPO and certain proceeds from the sale of the Private Warrants amount to $100,500,000, which may only be invested in direct U.S. Treasury obligations with a maturity of 185 days or less or in certain money market funds[180]. Business Combination Plans - The company has signed a non-binding letter of intent for a business combination with Kneron Holding Corporation, a provider of edge AI solutions, and is actively negotiating terms for a binding agreement[17][31]. - The company has identified and prioritized initial targets for business combinations following a detailed assessment of SparkLabs Group ecosystem companies[31]. - The company is targeting late-stage technology startups in Asia or U.S. technology companies with a strong Asia presence, focusing on those with an enterprise value greater than $1 billion[25]. - The company has letters of intent for potential business combinations with Kneron and a hospitality software company, but these are non-binding[142]. Financial Position and Trust Account - The company has placed $100.5 million in a trust account for the benefit of public shareholders, which will not be released until certain conditions are met, including the completion of the initial business combination by September 29, 2026[20]. - The trust account initially holds $10.05 per public share, which will be distributed to investors who redeem their shares[71]. - The company has trust funds available for a business combination amounting to $25,164,437 as of December 31, 2025, providing options for liquidity events, capital for growth, or debt reduction[43]. - The company currently has three executive officers with total annual compensation of $625,000 for the CEO, CFO, and COO, and $75,000 for each independent director[105]. Redemption Rights and Shareholder Actions - Public shareholders can redeem their Class A ordinary shares for cash upon completion of the initial business combination, subject to certain limitations[71]. - A public shareholder is restricted from redeeming more than 15% of the shares sold in the IPO without prior consent, to prevent undue influence on the business combination[79]. - The company will not redeem public shares if the business combination does not close, and the redemption rights do not apply to warrants[71]. - The redemption process will require public shareholders to tender their shares electronically or by certificate prior to the scheduled vote on the business combination[83]. Risks and Challenges - The company may face risks associated with a lack of diversification, as success may depend entirely on the performance of a single business post-combination[56]. - The company may face intense competition from other entities in identifying and acquiring target businesses, which may limit its ability to complete a business combination[104]. - The company may not be able to consummate an initial business combination by September 29, 2026, which would lead to liquidation and redemption of public shares[121]. - The company may face challenges in acquiring target businesses that comply with the Sarbanes-Oxley Act regarding internal controls, which could increase acquisition costs and time[109]. Regulatory and Compliance Issues - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements until it meets specific revenue or market value thresholds[112]. - The company is subject to the rules and regulations of the Exchange Act, and it has no current intention of suspending its reporting obligations[110]. - The SEC's 2024 SPAC Rules may impose additional disclosure requirements and increase costs associated with completing an initial business combination, potentially affecting the company's operations[196]. - The company is required to comply with various laws and regulations, and any failure to do so could adversely affect its ability to negotiate and complete an initial business combination[195]. Management and Governance - The company’s management team has agreed to waive their rights to liquidating distributions from the trust account concerning founder shares if the initial business combination is not completed by the deadline[90]. - The company’s Sponsor and management team collectively own 74.2% of outstanding ordinary shares, allowing them to approve a business combination without public shareholder support[130]. - Holders of Class A ordinary shares will not have voting rights on director elections prior to the initial business combination[205]. - The company has not yet selected specific target businesses for the initial business combination, making it difficult to assess potential risks[211].