Financial Performance and Capital Raising - In Q4 2024, Calidi Biotherapeutics raised $9.5 million in gross proceeds from two public offerings, $2.0 million from warrant exercises, and $3.1 million from its at-the-market program[6] - A subsequent public offering in January 2025 raised an additional $4.25 million in gross proceeds[6] - The total capital raised has strengthened the company's cash position, allowing it to meet capital requirements without reliance on the Standby Equity Purchase Agreement (SEPA)[6] - The SEPA, which allowed the company to issue and sell up to $25.0 million of its common stock, was terminated effective January 23, 2025, with no outstanding borrowings or fees due[4][5] Financial Reporting and Estimates - The preliminary financial information provided is subject to further internal review and may differ from final results due to ongoing closing procedures[8][10] - Management's estimates are based on preliminary information and may change as actual results are compiled[9][10] Forward-Looking Statements and Risks - Forward-looking statements regarding future financial performance are subject to risks and uncertainties that could cause actual results to differ materially[11] - The company operates in a competitive environment, and new risks may emerge that could impact forward-looking statements[11] - The company has no obligation to update forward-looking statements unless required by law[12] Press Release and Communication - The press release regarding the bolstered cash balance and termination of the SEPA was issued on January 28, 2025[13]

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, 2024 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: 001-41357 Yotta Acquisition Corporation (Exact name of registrant as specified in its charter) | Delaware | 85-3374167 | | --- | --- | | (State or other ...

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, 2024 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: 001-41357 Yotta Acquisition Corporation (Exact name of registrant as specified in its charter) | Delaware | 85-3374167 | | --- | --- | | (State or other ...

Financial Position - As of December 31, 2024, LGL Group had cash and cash equivalents and marketable securities with a fair market value of approximately $41,602, of which $24,609 was held within the Merchant Investment business[16][34]. - The company recorded $1.9 million of non-controlling interests in LGL Systems on its consolidated balance sheets as of June 2023[59]. - The company had investments in cash and cash equivalents and marketable securities with a fair market value of $41,602 as of December 31, 2024[81]. - Cash provided by operating activities increased by $489, or 127.0%, from $385 in 2023 to $874 in 2024, reflecting improved operational efficiency[210]. - Cash and cash equivalents at the end of 2024 were $41,585, an increase of $874 from $40,711 at the end of 2023[209]. - Working capital increased by $646, or 1.6%, from $41,092 in 2023 to $41,738 in 2024, with a current ratio of 47.2 in 2024 compared to 87.7 in 2023[211]. - The company believes existing cash and cash equivalents, marketable securities, and cash generated from operations will provide sufficient liquidity for ongoing working capital and capital expenditure requirements for the next 12 months[213]. Business Strategy and Operations - LGL Group's business strategy focuses on growth through expanding new and existing operations across diversified industries, having acquired 32 businesses since 1985[14][16]. - The Company aims to maximize shareholder value by developing businesses and positioning them as independent entities[18]. - The Merchant Investment segment utilizes various structures to build shareholder value, including special purpose vehicles and fee-generating activities[25][33]. - LGL Group's strategy includes identifying and acquiring undervalued assets and businesses, often through the purchase of securities[33]. - The company intends to explore acquisitions to enhance or expand its business, but faces risks related to integration and management attention[123]. - The company is currently dependent on a single line of manufacturing business following the separation of MtronPTI on October 7, 2022, which poses risks if demand declines[112]. Revenue and Sales Performance - In 2024, total sales reached $2,226,000, with the top four customers accounting for 43.0% of revenue[44]. - International revenues increased to $962,000, representing 43.2% of total sales, up from 39.1% in 2023[49]. - The order backlog as of December 31, 2024, was $336,000, compared to $143,000 in 2023, indicating growth in future sales potential[51]. - Total revenues increased by $614, or 16.7%, from $3,678 in 2023 to $4,292 in 2024[190]. - Net sales rose by $498, or 28.8%, from $1,728 in 2023 to $2,226 in 2024, primarily due to additional contracts won within the Electronic Instruments segment[195]. - The two largest customers accounted for 13.9% and 11.7% of net sales in 2024, down from 23.1% and 13.7% in 2023, indicating a shift in customer concentration risk[121]. Investment and Market Risks - The company may face substantial negative impacts on sales and operating results if there is a loss or decrease in sales among one of its top customers[1]. - The company may encounter significant risks related to its Merchant Investment business, including potential losses from investments in special purpose vehicles (SPVs)[82]. - The Merchant Investment business may leverage its capital to achieve higher returns, but this also increases the risk of significant losses[95]. - Investments in non-U.S. securities expose the Merchant Investment business to currency exchange risks and other potential risks not typically associated with U.S. investments[105]. - Credit risk may arise from defaults by large institutions, potentially causing systemic risks that adversely affect financial intermediaries[106]. - The insolvency of prime brokers or custodian banks may result in the loss of a substantial portion of the Merchant Investment business's assets[106]. Financial Results and Expenses - The company reported net income of approximately $432 million for the year ended December 31, 2024, compared to $269 million in 2023, reflecting higher net sales and net investment income[116]. - Total expenses rose by $561, or 18.5%, from $3,032 in 2023 to $3,593 in 2024[192]. - Manufacturing cost of sales increased by $251, or 31.5%, from $796 in 2023 to $1,047 in 2024, primarily due to several contracts with higher cost products[196]. - Engineering, selling, and administrative expenses increased by $310, or 13.9%, from $2,236 in 2023 to $2,546 in 2024, attributed to higher salaries and benefits[196]. - Gross margin decreased by 90 basis points from 53.9% in 2023 to 53.0% in 2024, primarily due to lower margin contracts[192]. Regulatory and Compliance Risks - The company is subject to procurement regulations as a supplier to U.S. Government defense contractors, which may impact its business[1]. - Increased regulation, such as the Dodd-Frank Act, may impose additional burdens and costs on the Merchant Investment business[99][100]. - Future changes in environmental regulations may increase costs and decrease profitability, affecting manufacturing processes and product designs[139]. Cybersecurity and IT Risks - Cybersecurity risk management is based on the NIST framework, with tailored controls to protect the confidentiality, integrity, and availability of systems[163]. - The company relies on IT systems, and any disruption or security breach could adversely affect business operations and financial performance[141]. - Cyber incidents could disrupt operations and compromise confidential information, negatively impacting financial results and business relationships[142]. Market Conditions and Economic Factors - The company’s financial results may be adversely affected by macroeconomic fluctuations, including inflation and changing interest rates[1]. - Inflation in the U.S. decreased from 6.5% at the end of 2023 to 2.9% at the end of 2024, but is expected to remain elevated in 2025, potentially impacting manufacturing costs[110]. - The U.S. Federal Reserve decreased the federal funds rate three times in 2024, resulting in a range from 4.25% to 4.50% as of December 31, 2024, with expectations for further decreases in 2025[111]. Stock and Shareholder Information - Approximately 37.3% of the voting power of the outstanding shares is controlled by officers, directors, and 10% or greater stockholders as of March 14, 2025, which may affect management decisions[146]. - The company is classified as a "smaller reporting company," with a market value of less than $250 million as of June 30, 2023, leading to simplified disclosure requirements[154]. - The common stock price fluctuated between $6.58 and $5.05 from January 1, 2024, to December 31, 2024, indicating significant volatility due to limited trading volume[143]. - The warrants to purchase shares of common stock have an adjusted exercise price of $4.75 and may not have any value if the market price does not exceed this amount by the expiration date of November 16, 2025[148].

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 ANNUAL PERIOD ENDED DECEMBER 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41751 MDB CAPITAL HOLDINGS, LLC (Exact name of registrant as specified in its charter) Delaware 87-4366624 Securities registered pursuant to Section 12(b) of the Exchange Act: ...

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, 2024 Commission file number 001-37420 SERITAGE GROWTH PROPERTIES (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 500 Fifth Avenue, Suite 1530, New York, New York 10110 (Address of principal executi ...

Revenue and Sales Performance - Revenue increased from $306.6 million in 2023 to $379.8 million in 2024, reflecting a 23.9% year-over-year growth[429]. - Sales volume rose by 41.6%, from 1,139.6 MWh in 2023 to 1,613.6 MWh in 2024, driven by strong demand in Asia-Pacific and European markets[429][430]. - The order backlog as of December 31, 2024, was $401.3 million, with expectations for fulfillment primarily in 2025 and 2026, indicating future revenue growth[450]. Profitability and Expenses - Gross profit margin improved from 18.7% in 2023 to 31.5% in 2024, attributed to higher production utilization and a favorable product mix[432]. - Operating expenses increased by 43.6% from $165.9 million in 2023 to $238.3 million in 2024, primarily due to a $93.2 million impairment loss on long-lived assets[428][436]. - General and administrative expenses decreased by $15.3 million (15.8%) compared to 2023, mainly due to a reduction in share-based compensation[434]. - Research and development expenses decreased by $3.9 million (8.8%) compared to 2023, despite an increase in personnel-related costs[435]. - The company reported a net loss of $195.5 million for the year ended December 31, 2024, offset by $251.0 million in non-cash charges[463]. Cash Flow and Financing - The company generated cash flow of $2.8 million from operating activities for the year ended December 31, 2024, a significant improvement compared to a cash outflow of $75.3 million in 2023[462]. - Cash generated from financing activities totaled $37.6 million in 2024, driven by $101.5 million in proceeds from bank borrowings[468]. - As of December 31, 2024, the company had a consolidated net cash position of $109.6 million, with plans to retain funds for ongoing operations and expansion efforts[441]. - As of December 31, 2024, the company had bank borrowings of $111.7 million with interest rates ranging from 3.25% to 4.85% per annum, and convertible bonds of $43.2 million due in 2027[449]. Capital Expenditures and Investments - Capital expenditures for the year ended December 31, 2024, amounted to $49.9 million, a decrease from $186.8 million in 2023, reflecting a more measured approach to investments[455][467]. - The company is seeking additional capital to complete the Clarksville expansion and meet working capital needs, as proceeds from the Business Combination are insufficient[457][458]. - As of December 31, 2024, the company had purchase commitments amounting to $48.2 million, primarily related to inventory purchases[460]. Foreign Exchange and Risk Management - A hypothetical 10% adverse change in foreign exchange rates for RMB-denominated accounts would have resulted in a foreign currency loss of approximately $15.2 million[488]. - A hypothetical 100-basis-point increase in the expected loss rate on the financing receivables portfolio would have resulted in an increase in the allowance for credit losses of approximately $0.6 million as of December 31, 2024[491]. - The company's project finance loans in China include an interest rate spread of 115 basis points over the Loan Prime Rate, making them sensitive to market interest rate changes[484]. - The company has experienced fluctuations in operating results due to foreign exchange gains and losses, primarily from RMB-denominated transactions[487]. - The company does not currently utilize foreign exchange hedging instruments but may consider implementing them in the future[489]. Operational Insights - The company has observed higher sales volumes in the third and fourth fiscal quarters compared to the first and second quarters, although the exact nature of seasonality remains difficult to determine[494]. - The company actively monitors overdue accounts to minimize default risk and has a dedicated credit management team to establish credit limits and collection strategies[490]. - Changes in the probability assessment of performance conditions for stock-based compensation may lead to significant fluctuations in expense each quarter[478]. Other Notable Items - Subsidy income rose from $2.0 million in 2023 to $2.7 million in 2024, reflecting one-time awards from local governments[437]. - The company recorded a gain of $9.4 million on debt restructuring during 2024[438]. - A non-cash loss of $80.0 million was recorded due to changes in the fair value of a convertible loan, significantly impacting reported net income[439]. - The company plans to utilize the Tennessee facility to produce LFP cells instead of 53.5Ah cells, aligning production with market demand[457]. - As of December 31, 2024, the company no longer qualifies as an emerging growth company and must comply with new accounting standards on the same timeline as public companies[480].

Federal Contracts and Market Position - Knightscope has obtained FedRAMP Authority to Operate (ATO) in January 2024, enabling it to pursue federal contracts, including a pilot program with the U.S. Department of Veteran Affairs for the K5 GOV ASR[21]. - The U.S. physical security market is projected to reach $56.8 billion by 2030, driven by technological advancements and heightened public safety concerns[29]. - The company has been awarded a Phase 1 contract from the U.S. Air Force in 2025, further solidifying its position in the federal market[44]. - The company is actively seeking additional government contracts, including a Phase 1 contract from the U.S. Air Force, which may expose it to risks such as early termination and regulatory scrutiny[122]. Product Development and Innovation - Knightscope aims to expand its installed base of Autonomous Security Robots (ASRs) through a Machine-as-a-Service (MaaS) subscription model, enhancing long-term revenue streams[41]. - The K7 Autonomous Security Robot is planned for production in 2026, designed for large environments like airports and industrial zones, enhancing automated perimeter patrolling[45]. - Knightscope's ASRs provide 24/7 monitoring capabilities, reducing reliance on human security personnel and improving incident response times[33]. - Knightscope's comprehensive suite of solutions includes ASRs, emergency communication devices (ECDs), and the cloud-based Knightscope Security Operations Center (KSOC)[191]. - The company is investing in new product development, including the K7 ASR, and has increased its R&D headcount to support these initiatives[207]. Financial Performance and Challenges - The Company incurred a net loss of $31.7 million for the year ended December 31, 2024, compared to a net loss of $22.1 million for the year ended December 31, 2023, with an accumulated deficit of $193.2 million as of December 31, 2024[62]. - Cash and cash equivalents on hand were $11.1 million as of December 31, 2024, up from $2.3 million as of December 31, 2023[62]. - The Company had a total backlog of approximately $1.7 million as of December 31, 2024, consisting of $0.4 million related to ASR orders and $1.3 million related to ECD orders[56]. - The company expects fluctuations in financial results due to various unpredictable factors, including client demand and economic conditions[76]. - The company projects operating losses and negative cash flows for the foreseeable future, raising substantial doubt about its ability to continue as a going concern[130]. Operational and Management Structure - The Company has a total of 71 full-time employees as of December 31, 2024, and is not a party to any collective bargaining agreements[58]. - The company appointed a new Chief Financial Officer and reduced approximately 40% of executive and senior leadership roles to enhance operational efficiency[203]. - The company has implemented a series of strategic and structural changes to optimize resources and reduce costs, including relocating production and renegotiating long-term client contracts[213]. - The company anticipates continued impacts from its strategic actions into 2025 as it completes transitions and drives further efficiencies across the business[208]. Competition and Market Dynamics - The U.S. security guard industry faces labor shortages, with turnover rates ranging from 100% to 400% annually, driving demand for automated solutions[29]. - The company competes with traditional public safety services, autonomous security robotics, and emergency communication systems, with key competitors including Allied Universal, Asylon Robotics, and Code Blue Corporation[51]. - Increased competition from other companies developing physical security technology may impact the company's market position[98]. - The company may face increased competition in the private security industry, which could result in reduced prices and lower gross margins[121]. Regulatory and Compliance Issues - Compliance with evolving privacy laws and regulations could limit the company's ability to deploy technologies in various markets[99]. - The regulatory framework for privacy and security is rapidly changing, potentially requiring the company to modify its business practices[100]. - The California Consumer Privacy Act (CCPA) imposes specific requirements on businesses processing personal information of California residents, which could affect the company's operations[101]. - Noncompliance with data protection laws like the GDPR could result in fines of up to €20 million or 4% of annual global revenues[103]. - The company is subject to the UK GDPR, which carries penalties of up to £17.5 million or 4% of global annual revenue for noncompliance[104]. Cybersecurity and Risk Management - Knightscope's management team is focused on cybersecurity risk management, with Mercedes Soria serving as the Chief Intelligence Officer and CISO, overseeing the cybersecurity program[165]. - The company utilizes external service providers to assist with cybersecurity assessments and incident response[166]. - Knightscope's cybersecurity practices include employee training and a third-party risk management evaluation process for key service providers[166]. - The company is dependent on its cybersecurity risk management program, and any security breaches could lead to significant financial and reputational damage[114]. Supply Chain and Operational Constraints - The company has experienced supply chain constraints and increased costs for materials, components, and freight due to geopolitical conflicts and inflationary pressures, which may negatively impact financial performance[127]. - The Company relies on over 100 suppliers for its manufacturing needs, with the top three suppliers being Alco Metal Fab, Sybridge Digital Solutions LLC, and E and M Electric and Machinery Inc.[48]. Stock and Financing - The company issued unsecured Public Safety Infrastructure Bonds totaling approximately $4.3 million, with a 10% annual interest rate starting December 31, 2024[92]. - The company may need to engage in equity or debt financings to secure additional funds for operations and product development[130]. - The company has never paid cash dividends on its Class A Common Stock and does not anticipate doing so in the foreseeable future[136]. - Future issuances of debt securities may adversely affect the return on investment from Class A Common Stock, as these securities would rank senior in bankruptcy or liquidation[138]. Asset Management and Valuation - Finished ASRs net value decreased slightly from $8,845,000 in 2023 to $8,765,000 in 2024, a decline of 0.9%[223]. - The total value of raw materials decreased from $3,841,000 in 2023 to $2,465,000 in 2024, a decline of 35.7%[223]. - The company did not record any impairment losses for ASRs or other long-lived assets for the years ended December 31, 2024 and 2023[224]. - The total value of finished ASRs net increased from $3,429,000 in 2023 to $5,978,000 in 2024, an increase of 74.5%[223].

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, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40768 OMNIQ CORP. (Exact name of Registrant as specified in its charter) Delaware 20-3454263 (State or other jurisdiction of (IRS Employer incorporation or organization) Identifica ...

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Commission File Number: 001-40789 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 86-2967193 (State or other jurisdiction of (I.R.S. Employer incorporation or or ...