Workforce Reduction and Company Structure - The company announced a workforce reduction of approximately 75%, impacting 87 employees, following the failure of the Phase 3 ENLIGHTEN 1 trial for LYR-210[22] - The company announced the suspension of further development of LYR-210 in January 2026, alongside a workforce reduction impacting 25 employees[24] - As of December 31, 2025, the company had 27 full-time employees and nine consultants, with no labor union representation[100] - The company was incorporated in Delaware in November 2005 and changed its name to Lyra Therapeutics, Inc. in July 2018[101] Clinical Trials and Drug Development - The ENLIGHTEN 2 trial for LYR-210 demonstrated statistically significant improvement in the composite score of the three cardinal symptoms (3CS) of CRS at 24 weeks, with a p-value of 0.0078 in patients without nasal polyps[23] - LYR-210 was well-tolerated in the ENLIGHTEN 2 trial, with no product-related serious adverse events reported[28] - The ENLIGHTEN 1 trial did not meet its primary endpoint, showing a mean improvement in the 3CS score of only 2.13 points compared to 2.06 points in sham control, which was not statistically significant[30] - An additional clinical trial is required for submission of a New Drug Application (NDA) for LYR-210, based on a meeting with the FDA[23] - The company has paused the development of LYR-220, a product similar to LYR-210, due to the suspension of LYR-210's development[22] - Development efforts for LYR-220 have been paused as part of cost-saving measures announced in May 2024[35] - The BEACON trial for LYR-220 showed statistically significant improvements in 3CS and SNOT-22 scores at 24 weeks, with a mean improvement of 2.35 points in the 3CS score compared to 1.89 points in sham control[36] Financial Performance and Concerns - The company has incurred significant losses since inception and expects to continue incurring substantial losses for the foreseeable future, raising doubts about its ability to continue as a going concern[17] - Nasdaq notified the company of procedures to delist its stock after trading was suspended on March 17, 2026, due to the company's failure to meet listing requirements[25] - The company is evaluating potential strategic options to maximize shareholder value, but there is no assurance that any transaction will be completed on attractive terms[24] Market and Regulatory Environment - Approximately 12% of the adult population in the U.S., or about 30 million people, are affected by sinusitis, with an estimated 14 million suffering from Chronic Rhinosinusitis (CRS)[38] - The non-polyp form of CRS accounts for approximately 70% of CRS patients[39] - The company holds 21 issued U.S. patents and 53 foreign issued patents as of December 31, 2025, with protection extending through at least 2030 and some through 2042[41][49] - The innovative drug delivery technology allows for sustained local delivery of small molecule drugs from a single administration[37] FDA Regulations and Drug Approval Process - The FDA regulates the drug approval process, requiring substantial time and financial resources for compliance[54] - The company anticipates that LYR-210 will be regulated as a drug, potentially requiring a single regulatory submission for approval[56] - The FDA has a goal of 10 months to review and act on a standard NDA and 6 months for a priority NDA, measured from the filing date[63] - The FDA may require submission of a risk evaluation and mitigation strategy (REMS) plan to ensure that the benefits of the drug outweigh its risks[66] - The testing and approval process for an NDA requires substantial time, effort, and financial resources, potentially taking several years to complete[71] - The FDA may grant deferrals for submission of pediatric data until after approval for adult use, or full/partial waivers from pediatric data requirements[64] - A pharmaceutical manufacturer may obtain five years of non-patent exclusivity upon NDA approval of a new chemical entity (NCE)[77] - The FDA conducts a preliminary review of all NDAs within the first 60 days after submission to determine completeness for substantive review[67] - The FDA may refer an application for a novel drug to an advisory committee for independent expert evaluation and recommendations[68] - The FDA will not approve an NDA unless it determines that manufacturing processes comply with cGMP requirements[69] - The Hatch-Waxman Amendments allow for a Section 505(b)(2) NDA, which can rely on data not developed by the applicant[74] - The FDA has various expedited review programs intended to expedite the development and review of drugs for serious or life-threatening conditions[78] - The FDA may grant Fast Track Designation for products intended to treat serious diseases, which can expedite the review process[80] - Priority review designation allows the FDA to review applications in six months instead of the standard ten months, benefiting drugs that offer major treatment advances[81] - Products providing meaningful therapeutic benefits may qualify for accelerated approval based on clinical trials demonstrating effects on surrogate endpoints[82] - Breakthrough therapy designation is available for drugs showing substantial improvement over existing therapies, expediting their development and review[83] - Post-approval requirements include ongoing regulation by the FDA, which mandates recordkeeping, reporting, and potential post-marketing studies[85][86] Industry Impact and Challenges - The ACA increased Medicaid rebates from 15.1% to 23.1%, impacting pharmaceutical manufacturers' financial obligations[97] - The IRA requires price negotiations for certain drugs starting in 2026, with potential significant impacts on the pharmaceutical industry[98] - Third-party payors are increasingly reducing reimbursements and implementing cost-containment measures, affecting product sales[95] - The company is a smaller reporting company and is not required to provide detailed market risk disclosures as per Rule 12b-2 of the Exchange Act[322] - Quarterly Reports and Current Reports are filed with the SEC and are available on the company's website[102] - The company does not assume any obligation to update forward-looking statements unless required by law[102]

FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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: 001-41002 Tevogen Bio Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 98-1597194 (State or other jurisdict ...

Financial Condition - The company has a limited operating history with no products approved for commercial sale and has never generated revenue from product sales, resulting in significant losses[17] - The company is relying on an additional $7.0 million of grant funding that has not yet been received to meet liquidity needs[17] - The company anticipates requiring substantial additional financing to achieve business objectives and fund operations[17] - Substantial additional financing will be required to achieve business objectives and fund operations[17] Regulatory Challenges - The FDA regulatory approval process for product candidates is lengthy and time-consuming, which may delay commercialization[17] - The FDA regulatory approval process is lengthy and time-consuming, which may delay product development[17] - The company faces extensive ongoing regulatory requirements and review after obtaining regulatory approval for its product candidates[17] - There may be substantial delays and disruptions in the development of product candidates due to regulatory complexities[17] Product Development Risks - The company is highly dependent on its first product candidate, TVGN 489, for the treatment of COVID-19 and Long COVID[13] - The company is highly dependent on its first product candidate, TVGN 489, for future success[17] - Initial results from clinical trials may not be predictive of future results, and the company may encounter substantial delays in development[17] - The company has limited experience in designing and implementing preclinical and clinical trials, which are complex and costly[17] - The company may face difficulties in enrolling patients for clinical trials, impacting trial outcomes[17] Manufacturing and Market Approval Risks - Manufacturing of cell therapies involves numerous risks, and establishing manufacturing capabilities may not be successful[20] - The company may not obtain marketing approval for product candidates due to failures by third parties[20] Stock Market Risks - The price of the company's common stock may fluctuate significantly, and failure to meet Nasdaq's listing requirements could lead to delisting[20]

Financial Performance - Super League Enterprise, Inc. reported a revenue of $X million for the fiscal year 2025, representing a Y% increase compared to the previous year[14]. - Operating expenses increased by A% due to investments in technology and marketing initiatives aimed at expanding user base[14]. - Super League's cash reserves stand at $B million, providing adequate liquidity for future investments and operational needs[14]. - Management expects to achieve a gross margin of C% in FY 2026, driven by improved operational efficiencies[14]. Growth and Expansion - The company anticipates a growth rate of Z% in user engagement for its gaming platforms in the upcoming fiscal year[17]. - Super League plans to launch three new gaming tournaments in FY 2026, aiming to increase its market share in the competitive gaming industry[19]. - The company has secured new licensing agreements with major game publishers, which are expected to enhance its service offerings and revenue streams[19]. - The company is exploring potential acquisitions to bolster its market position and diversify its service portfolio[19]. Risks and Challenges - The company faces risks related to changes in consumer demand and competitive pressures in the gaming industry[19]. - Forecasts and forward-looking information involve risks and uncertainties, subject to change based on various factors[24]. Cybersecurity and Trust - Super League is committed to enhancing its cybersecurity measures to protect user data and maintain trust in its platforms[19]. Investor Relations - The company provides a variety of information for investors on its Investor Relations website[26]. - Management has developed industry knowledge through experience and participation, but data from third-party sources has not been independently verified[23].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ 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 EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38819 SUPER LEAGUE ENTERPRISE, INC. (Exact name of registrant as specified in its charter) Delaware 47-1990734 (State or other ...

Clinical Trials and Product Development - The company initiated a Phase 3 trial for its lead product candidate IFx2.0 in June 2025, targeting advanced or metastatic Merkel cell carcinoma patients who are checkpoint inhibitor naïve [18]. - The Phase 3 trial for IFx2.0 is expected to take approximately 18-24 months for enrollment, with top-line data potentially available 6-7 months after the last patient is enrolled [31]. - The company has decided to pause the development of IFx-3.0 until the results of the IFx-2.0 Phase 3 trial are known, reallocating resources to the TBS-2025 trial [32]. - The company plans to conduct a Phase 1b dose escalation study in mutNPM1 r/r AML, a subtype of acute myeloid leukemia, which affects approximately 30% to 35% of AML cases [36]. - The Phase 1b trial for TBS-2025 is anticipated to begin in the second half of 2026, targeting patients with mutNPM1 r/r AML who have failed to respond to menin inhibitors [69]. - The company plans to utilize TBS-2025 as the first ADC to enter preclinical development, focusing on tumor-associated MDSC functionality [76]. - The company aims to investigate MDSC-targeted bi-functional ADCs to overcome acquired resistance to checkpoint inhibitors, representing a significant market opportunity [112]. Acquisitions and Collaborations - The acquisition of Kineta, Inc. on June 30, 2025, included rights to TBS-2025, a novel VISTA-inhibiting monoclonal antibody, which is planned for investigation in a Phase 1b/2 trial for patients with relapsed/refractory mutNPM1AML [19]. - The merger with Kineta involved the issuance of approximately 4 million shares of common stock to former Kineta stockholders, with each Kineta share converting into 0.185298 shares of the company's common stock [22]. - The clinical collaboration with Merck aims to evaluate the safety and anti-tumor activity of TBS-2025 in combination with KEYTRUDA® in patients with advanced solid tumors [104]. Technology and Innovation - The company’s proprietary Immune FxTM technology platform is designed to enhance the innate immune response against tumor cells by mimicking bacterial characteristics [18]. - The company plans to leverage its Delta Opioid Receptor technology to develop bi-functional, bi-specific antibody-drug conjugates targeting Myeloid Derived Suppressor Cells [20]. - The DOR technology was acquired from TuHURA Biopharma in January 2023, and it is believed to represent a novel target for overcoming immune suppression in the tumor microenvironment [39]. - The ADCs being developed are bi-specific, targeting both DOR and VISTA, and are designed to prevent T cell exhaustion and enhance the effectiveness of checkpoint inhibitors [41]. - The IFx technology utilizes plasmid DNA or mRNA to express immunogenic proteins on tumor cells, making them appear foreign to the immune system and activating an innate immune response [53]. Regulatory and Compliance - The company is subject to extensive regulation by the FDA, which impacts product approval and compliance processes [161]. - The FDA requires compliance with current good manufacturing practices (cGMP) for commercial production of potential products [163]. - The IND application becomes effective 30 days after submission unless the FDA raises concerns, which could delay the start of clinical trials [169]. - The FDA may require a risk evaluation and mitigation strategy (REMS) if necessary to ensure the safe use of the drug [184]. - The FDA may grant accelerated approval for drugs that provide meaningful therapeutic benefit over existing treatments, based on surrogate endpoints that predict clinical benefit [198]. Market Opportunity and Financials - Checkpoint inhibitors sales grew from $29.9 billion in 2020 to $37 billion in 2022, with projections to exceed $148 billion by 2030 [109]. - Approximately 15% to 60% of patients respond to first-time treatment with checkpoint inhibitors, leaving a significant market opportunity for IFx-2.0 to address primary resistance [109]. - By 2027, an estimated 4,245 patients in the US and 7,049 patients in major European markets will be eligible for treatment, growing to 15,262 by 2034 [111]. Patent and Intellectual Property - As of December 31, 2025, the company holds at least 33 issued patents and 10 pending applications, primarily related to the IFx technology platform [128]. - The patent portfolio acquired from Kineta includes 14 national phase applications related to TBS-2025, with an estimated expiration date of February 18, 2042 [131]. - The filing strategy for TBS-2025 includes composition of matter, methods of manufacturing, and immune cell regulation [132]. - The exclusive licenses granted by Moffitt are subject to customary reservations for non-commercial research and development [136]. Company Operations and Workforce - The company has 22 full-time employees, with 18 engaged in research and development activities [158]. - The principal office is located in Tampa, Florida, leasing approximately 12,199 square feet of space until March 2028 [160]. - The company aims to attract and retain talent through equity and cash incentive plans to enhance shareholder value [159].

Clinical Trials and Product Development - The company initiated a Phase 3 trial for its lead product candidate IFx2.0 in June 2025, targeting advanced or metastatic Merkel cell carcinoma patients who are checkpoint inhibitor naïve [18]. - The Phase 3 trial for IFx2.0 is expected to take approximately 18-24 months for enrollment, with top-line data potentially available 6-7 months after the last patient is enrolled [31]. - The company has decided to pause the development of IFx-3.0 until the results of the IFx-2.0 Phase 3 trial are known, reallocating resources to the TBS-2025 trial [32]. - The company plans to conduct a Phase 1b dose escalation study in mutNPM1 r/r AML, a subtype of acute myeloid leukemia, which affects approximately 30% to 35% of AML cases [36]. - The Phase 1b study will also establish a recommended dose for a Phase 2 trial of TBS-2025 in combination with a menin inhibitor, targeting patients previously untreated with a menin inhibitor, with plans to discuss development with the FDA in late 2026 [38]. - The company plans to initiate a Phase 1b trial for TBS-2025 in patients with mutNPM1 relapsed/refractory AML who have failed menin inhibitor therapy, targeting an unmet medical need [68]. - The Phase 3 trial for IFx-2.0 as adjunctive therapy to pembrolizumab in advanced Merkel cell carcinoma is expected to enroll patients over 18-24 months, with topline data available 6-7 months post-enrollment [80]. - The objective response rate (ORR) will be a primary endpoint in the Phase 3 trial, with progression-free survival (PFS) as a key secondary endpoint to support potential accelerated approval [79]. - The company anticipates discussing its development plans with the FDA in the first half of 2026, aiming to start the Phase 1b/2 trial in the second half of 2026 [69]. - The company initiated a Phase 1b/2a trial in May 2025 to evaluate IFx-Hu2.0 in combination with Keytruda® for patients with deep-seated tumors, potentially expanding the addressable patient population [98]. Acquisitions and Partnerships - The acquisition of Kineta, completed on June 30, 2025, included rights to TBS-2025, a novel VISTA-inhibiting monoclonal antibody, with plans for a Phase 1b/2 trial in patients with relapsed/refractory mutNPM1AML [19]. - The merger with Kineta involved the issuance of approximately 4 million shares of common stock to former Kineta stockholders [22]. - The acquisition of TBS-2025 aligns with the company's strategy to develop novel immunomodulatory technologies for blood-related cancers, where no cancer immunotherapies are currently approved [45]. - TuHURA has exclusive license agreements with Moffitt Cancer Center and WVURC for DOR technology, focusing on immunotherapy and molecular imaging [133]. Technology and Innovation - The company’s proprietary Immune FxTM technology platform is designed to enhance the innate immune response against tumor cells by mimicking bacterial infection [18]. - The company plans to leverage its Delta Opioid Receptor technology to develop bi-functional, bi-specific antibody-drug conjugates targeting Myeloid Derived Suppressor Cells [20]. - The DOR technology was acquired from TuHURA Biopharma in January 2023, and it is believed to represent a novel target for overcoming immune suppression in the tumor microenvironment [39]. - The ADCs being developed are bi-specific, targeting both DOR and VISTA, and aim to prevent T cell exhaustion and enhance the effectiveness of checkpoint inhibitors [41]. - The IFx technology utilizes plasmid DNA or mRNA to express immunogenic proteins on tumor cells, making them appear foreign to the immune system and activating an innate immune response [53]. - IFx technology leverages Pathogen Associated Molecular Patterns (PAMP) to enhance the innate immune response, presenting a full complement of tumor neoantigens from intact tumor cells [61]. - The company is developing small molecule bi-specific/bi-functional immune modulating ADCs using proprietary Delta Opioid Receptor (DOR) technology to inhibit immune suppression by tumor-associated MDSCs [39]. Regulatory Environment - The company is subject to extensive regulation by the FDA, which impacts product development and approval processes [161][163]. - Noncompliance with regulatory requirements can lead to significant penalties, including fines and loss of approvals [161]. - The FDA process for new therapeutics is highly regulated, requiring substantial time and financial resources for compliance [166]. - Preclinical studies must comply with federal regulations and are necessary before human clinical trials can begin [167]. - The IND application becomes effective 30 days after submission unless the FDA raises concerns, which could delay the start of clinical trials [169]. - The FDA requires annual progress reports detailing clinical trial results, with more frequent updates if serious adverse events occur [173]. - The FDA may require a risk evaluation and mitigation strategy (REMS) if necessary to ensure the safe use of the drug or biological product [184]. - The FDA may grant accelerated approval for drugs that provide meaningful therapeutic benefit over existing treatments, based on surrogate endpoints that predict clinical benefit [198]. - Products approved under the accelerated approval pathway are subject to rigorous post-marketing compliance requirements, including phase 4 clinical trials [201]. Market Opportunity - Checkpoint inhibitors sales grew from $29.9 billion in 2020 to $37 billion in 2022, with projections to exceed $148 billion by 2030 [109]. - Approximately 15% to 60% of patients respond to first-time treatment with checkpoint inhibitors, leaving a significant market opportunity for IFx-2.0 to address primary resistance [109]. - By 2027, an estimated 4,245 patients in the US and 7,049 patients in major European markets will be eligible for treatment, growing to 15,262 by 2034 [111]. - The company aims to investigate MDSC-targeted bi-functional ADCs to overcome acquired resistance to checkpoint inhibitors, representing a significant market opportunity [112]. Financial and Operational Aspects - The company has 22 full-time employees, with 18 engaged in research and development activities [158]. - The principal office is located in Tampa, Florida, leasing approximately 12,199 square feet of space until March 2028 [160]. - The company intends to establish development and commercial license collaborations to secure non-dilutive capital for advancing its product candidates globally [50]. - The company aims to attract and retain talent through equity and cash incentive plans to enhance shareholder value [159]. Patent and Intellectual Property - As of December 31, 2025, the company holds at least 33 issued patents and 10 pending applications related to its IFx technology platform [128]. - The patent portfolio acquired from Kineta includes 14 national phase applications related to TBS-2025, with an estimated expiration date of February 18, 2042 [131]. - The filing strategy for TBS-2025 includes composition of matter, methods of manufacturing, and immune cell regulation [132]. - The patent portfolio for TBS-2025 includes various indications and specifications on use, with ongoing efforts to protect proprietary technologies [132]. - The company relies on trade secrets and technological innovation to maintain its proprietary position in the field of innate immunity and fully human antibodies [132].

Funding and Financial Performance - Cloudastructure raised over $35 million in funding under Regulation A, enabling the establishment of a sales, marketing, and support structure, leading to early success in the property management space[28]. - The company went public on Nasdaq under the ticker symbol CSAI in January 2025, securing contracts with six of the top ten property management companies on NMHC's 2025 NMHC 50 list[28]. - For the fiscal year ended December 31, 2025, the company incurred a net loss of approximately $8.5 million, compared to a net loss of approximately $6.5 million for the fiscal year ended December 31, 2024[142]. - As of December 31, 2025, the company had an accumulated deficit of approximately $49.3 million[151]. - The company derives a significant portion of its revenues from a limited number of customers, with Hasta Capital and RV Mobile Power each accounting for approximately 17% of revenues for the year ended December 31, 2025[159]. - The company raised additional capital through the sale of Series 1 and Series 2 Convertible Preferred Stock, generating gross proceeds of $6.3 million and $11.0 million, respectively, during 2025[152]. - The company anticipates sustaining operating losses for the foreseeable future as it expands its team and continues research and development[143]. - The company is required to maintain stockholders' equity of at least $2.5 million for continued listing on the Nasdaq Capital Market, with stockholders' equity reported at approximately $8.9 million as of December 31, 2025[155]. - The company may need to raise substantial additional capital to finance operations, which could lead to dilution of existing stockholders[148]. - The company has historically relied on financing activities, raising over $35 million since inception, primarily through equity offerings[152]. Market and Industry Insights - The global physical security market is projected to grow from approximately $182.5 billion in 2025 to about $366.2 billion by 2034, reflecting a compound annual growth rate (CAGR) of just over 8%[73]. - The AI in video surveillance industry is expected to expand from approximately $3.9 billion in 2024 to roughly $12.5 billion by 2030, with a CAGR of 21.3% driven by advancements in computer vision capabilities[76]. - The global proptech market is estimated to reach approximately $44.9 billion in 2025, with a projected CAGR of 15% from 2025 to 2032, reaching about $119.5 billion by 2032[81]. - The company focuses on multi-family and commercial property markets, which are expected to account for about 56% of proptech spending in 2025[82]. Product and Service Offerings - In 2025, Cloudastructure's Remote Guarding services deterred an average of over 98% of all threatening activity for customers, showcasing the effectiveness of its AI-driven security solutions[31]. - The platform processes over 9 million video feeds per day, combining human oversight with intelligent automation to enhance operational efficiency and risk mitigation[36]. - Cloudastructure's Remote Guarding service allows a single guard to effectively oversee up to 50 cameras, significantly more than the typical six cameras managed by traditional systems[31]. - Cloudastructure's innovative Remote Guarding software has become a defining differentiator, enabling 24/7 human oversight integrated with AI-driven systems[35]. - Remote Guarding services can provide savings of 400% or more compared to traditional on-site physical guard services[70]. - The company operates under a cloud services delivery model, pricing products and services on a per camera per year basis, which is expected to generate greater recurring revenue compared to competitors[70]. Strategic Partnerships and Expansion - The company is expanding into new verticals, including transportation, logistics, construction, and critical infrastructure, integrating emerging security technologies[41]. - The partnership with a financing partner in 2025 is expected to accelerate market penetration and reduce sales friction, enhancing the attractiveness of its capital-light growth model[43]. - The company aims to increase pricing power for its cloud-based solutions as additional AI capabilities are added[44]. - The company has secured contracts with 6 of the top 10 property management firms, aiming to standardize its AI security solutions across their portfolios[88]. Compliance and Regulatory Challenges - The company is subject to evolving privacy and data protection laws, including the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA), which impose additional compliance obligations[102]. - The CPRA established a new California data protection agency, increasing regulatory scrutiny and potential compliance costs for the company[102]. - Compliance with privacy and data security laws may require changes to the company's business model and could reduce demand for its software solutions[116]. - The company faces significant competition for skilled personnel, which may impact its ability to execute its business plan and harm operating results[113]. - The trading price volatility of the company's Class A common stock may affect its ability to attract and retain qualified personnel[115]. Corporate Governance and Stockholder Matters - The company has never declared or paid cash dividends and intends to retain all available funds for business growth[210]. - The company is classified as an emerging growth company, allowing it to take advantage of reduced disclosure requirements, which may affect the attractiveness of its Class A common stock to investors[182]. - The company may issue additional shares of Class A common stock in connection with financing arrangements, which could lead to significant dilution for existing stockholders[175]. - The company may face delisting from Nasdaq if it fails to regain compliance with listing requirements, which could adversely affect stockholder confidence and trigger defaults under existing agreements[164]. - The company intends to monitor the closing bid price and consider available options for regaining compliance[218]. Risks and Uncertainties - AI integration into products presents risks, including potential reputational harm and liability if algorithms are flawed or datasets are biased[120]. - Public perceptions regarding privacy and the effectiveness of cloud-based video surveillance solutions could impact customer satisfaction and market acceptance[123]. - The absence of a systematic analysis for potential business disruptions could pose risks to operations and financial results[197]. - The company may incur additional costs if exclusive-forum provisions in its charter are found unenforceable in other jurisdictions[188]. - The company faces high competition in the security industry, with major competitors like Avigilon and Tyco Integrated Security holding significant market shares[121]. Operational Structure and Workforce - As of December 31, 2025, the company had 52 full-time equivalent employees and 2 part-time employees, with a good relationship with employees[96]. - The company outsources key functions including software development and legal services, and is transitioning more services to its own computers to reduce costs[97]. - The company completed acquisitions of Visionful Holding Inc. and Infrastructure Proving Grounds, Inc. in 2022, but is not currently utilizing these assets in core operations[99]. Stock Market and Trading Information - The Class A common stock began trading on Nasdaq under the symbol "CSAI" on January 30, 2025, following a direct listing[208]. - The company has sold over 1,300,000 shares of Class A common stock since its listing on Nasdaq in January 2025, which may impact the market price of its shares[171]. - The direct listing process may lead to increased volatility in the trading price of Class A common stock due to the absence of a traditional underwritten offering[189]. - The market price of the company's Class A common stock may be volatile and subject to fluctuations due to various risk factors, including liquidity and market conditions[168].

(Mark One) ☒ 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 001-40201 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K 1177 Avenue of the Americas 5th Floor New York, New York 10036 (Address of principa ...

Revenue and Financial Performance - For the fiscal year ended December 31, 2025, Kissimmee Bay accounted for 61% of total club revenue, while Remington accounted for 39%[41]. - Total revenue decreased by $333,984 or 10% from $3,298,361 in 2024 to $2,964,377 in 2025, primarily due to declines across all revenue streams[148]. - Revenue from golf operations fell by $268,802 or 11% to $2,174,376, driven by a 12% decrease in one-time green fees and a 4% decrease in annual membership dues[149]. - One-time green fees accounted for 64% of total revenue in 2025, with a 12% decline attributed to a 9% decrease in total rounds played[151]. - Membership dues totaled $290,177 and $303,541 for the years ended December 31, 2025 and 2024, respectively, representing approximately 10% and 9% of total revenues[52]. - Food and beverage revenue decreased from $648,738 to $614,997, accounting for approximately 21% and 20% of total revenue for the fiscal years ended December 31, 2025 and 2024, respectively[56]. - The net loss for the year ended December 31, 2025, was $3,677,030, an increase of $3,493,330 or 1,902% compared to a net loss of $183,700 for the year ended December 31, 2024, primarily due to a revenue decrease of $333,984 and an increase in operating costs of $3,890,183[170]. Operations and Customer Engagement - A total of 51,000 rounds of golf were played at Kissimmee Bay and approximately 23,000 rounds at Remington for the twelve months ended December 31, 2025[31][34]. - The company aims to enhance customer loyalty and increase revenue from golf operations by leveraging the quality of its golf courses and amenities[24]. - The golf country clubs are designed to appeal to a wide-ranging population, capturing a greater share of discretionary leisure spending[40]. - The company has maintained a membership of 100 at Kissimmee Bay and 30 at Remington as of December 31, 2025[31][34]. - The company plans to enhance customer loyalty and increase revenue in the greater Orlando Florida region over the next twelve months[138]. Renovations and Facilities - Renovation projects for both clubs were completed in 2025, including the installation of 19 new TiffEagle greens at Remington and extensive renovations to Kissimmee Bay's clubhouse[41]. - The company recognizes the need for substantial upgrades to its clubhouse and banquet facilities to align with the quality of its golf courses and improve competitiveness[63]. - The company upgraded the greens at both Remington and Kissimmee Bay in the third quarter of 2024 to enhance the golfing experience and attract more golfers[65]. Seasonality and Market Trends - The peak season for operations is historically from January through mid-April, while the slow season occurs during Florida's summers from June through September[44]. - The golf country clubs experience significant seasonality, with peak season from January to mid-April, hosting over 200 golfers per day for approximately 90 consecutive days[71]. Marketing and Brand Strategy - The company utilizes digital media marketing channels, including social media and Google Ads, to drive traffic to its websites and maintain visibility during peak seasons[68][71]. - The company partners with golf wholesale vendors, Tee Times USA and Golfpac Travel, to attract a significant percentage of golfers during peak season[69]. - The company has one registered trademark and four pending trademark applications with the USPTO, aimed at enhancing brand recognition and market share[90][91]. Employee and Operational Structure - The company employs approximately 47 full-time employees, with 26 in Golf Operations, 14 in Food and Beverage, and 7 in Pro Shop[82][83]. - The company has not encountered any material cybersecurity risks that have affected its operations as of the report date[109]. - The company identified material weaknesses in internal control over financial reporting, including inadequate segregation of duties and insufficient financial reporting personnel[203]. Financial Position and Cash Flow - Cash and cash equivalents increased to $28,668,169 as of December 31, 2025, a rise of 6,171% from $457,142 as of December 31, 2024[171]. - Total current assets reached $29,082,061 as of December 31, 2025, reflecting a significant increase of 2,484% from $1,125,272 as of December 31, 2024[171]. - The Company recorded income tax benefits of $91,412 for the year ended December 31, 2025, compared to income tax expenses of $20,936 for the year ended December 31, 2024[169]. - The company expects to meet its cash flow needs through stable banking relationships, monitoring accounts receivable, and diversifying its customer base[199]. - The company believes its current cash levels and cash flows from operations will be sufficient to meet anticipated cash needs for at least the next twelve months[202]. Legal and Compliance - The company is subject to various federal, state, and local regulations, including those related to labor standards, food and beverage sales, and environmental compliance[74][75][78]. - The company believes it is in substantial compliance with applicable laws and regulations governing its operations, including health and safety standards[76][81]. - There are no active legal proceedings against the company as of the report date[114]. Future Plans and Growth - The company plans to expand its portfolio through regional country club acquisitions[140]. - The company aims to achieve a net margin of approximately 20% in its food and beverage services, particularly at Kissimmee Bay, which focuses on popular comfort food items[54].