Financial Position - As of December 31, 2025, the company's preliminary unaudited cash and cash equivalents were approximately $81.5 million, which increased to $85.6 million after receiving an additional $4.1 million from Tranche A warrants[9]. - The company anticipates that its current cash position will fund operations through early 2027, supporting planned clinical and regulatory milestones for 2026[9]. - The company had 153,372,044 shares of common stock outstanding as of December 31, 2025, with no Tranche A warrants remaining[10]. - The company’s financial information is preliminary and unaudited, subject to completion of financial closing procedures for the fiscal year ended December 31, 2025[17]. Clinical and Regulatory Milestones - The company plans to advance its Revita program through key clinical and regulatory milestones in 2026, focusing on validation in post-GLP-1 weight maintenance[11]. - The anticipated milestones for the Revita program include 6-month randomized data from the REMAIN-1 Midpoint Cohort in late January 2026 and a potential PMA filing in H2 2026[14]. - The Rejuva gene therapy platform is expected to progress toward clinical validation in 2026, with first-in-human dosing of RJVA-001 anticipated in H2 2026, subject to regulatory authorization[12]. - The company is aligning its clinical development with regulatory strategy and real-world implementation considerations for Revita as it moves through a registrational year[11]. - The company has completed Clinical Trial Applications for RJVA-001 in the EU and Australia, setting the stage for expected dosing of first patients in 2026[12]. - The company’s strategic outlook for 2026 includes anticipated clinical and regulatory milestones across its Revita and Rejuva programs[8].

Exhibit 99.1 GameStop Reports Fourth Quarter and Fiscal Year 2025 Results GRAPEVINE, Texas--(BUSINESS WIRE)--March 24, 2026--GameStop Corp. (NYSE: GME) ("GameStop" or the "Company") today released financial results for the fourth quarter and fiscal year ended January 31, 2026. The Company's consolidated financial statements, including GAAP and non-GAAP results, are below. The Company's Form 10-K and supplemental information can be found at https://investor.gamestop.com. FOURTH QUARTER OVERVIEW FULL YEAR OVE ...

Company Strategy and Product Focus - The company focuses on developing and commercializing transformative technologies aimed at improving clinical outcomes and reducing healthcare expenditures in the surgical market[19]. - The company has shifted its strategy to focus exclusively on surgical products, discontinuing the Tissue Health Plus (THP) segment due to persistent losses and lack of investor interest[24]. - The company's strategy emphasizes market penetration and geographic expansion, leveraging its comprehensive product portfolio to drive sales growth[37]. - The company has established a strong pipeline of innovative products, with ongoing research validating the clinical and economic value of its offerings[44]. - The company plans to advance multicenter studies to validate the real-world performance of its technologies, aligning with its mission to improve surgical outcomes and reduce healthcare costs[56]. Key Products and Innovations - Key products include CellerateRX Surgical, a hydrolyzed collagen for managing surgical wounds, and BIASURGE, an advanced surgical solution for wound irrigation[20]. - CellerateRX Surgical has shown efficacy in improving wound healing and reducing complications, particularly in patients with comorbidities[28]. - BIASURGE demonstrated significant antimicrobial efficacy in preventing biofilm formation on orthopedic implants, supporting its use as a preferred irrigation solution[46]. - ALLOCYTEPlus achieved universal radiographic fusion in a study of lumbar spinal fusions, with a high cell viability of approximately 92% and no reported complications[53]. - The company has partnered with Biomimetic Innovations Limited to commercialize OsStic BioAdhesive, expected to launch in Q1 2027, enhancing its product portfolio[39]. Financial Performance and Growth - The company has incurred net losses in most years since operations began in 2004, indicating a need for continued revenue growth to achieve profitability[103]. - Revenue growth is difficult to predict, and shortfalls in forecasted revenues may harm operating results, as fixed expenses may not be quickly reducible[104]. - The company is required to maintain annual minimum revenue of at least $60.0 million for 2024, increasing to $105.0 million for each twelve-month period beginning in 2028[122]. - The company may require additional capital to support growth, which could lead to dilution for existing shareholders if raised through equity financing[180]. Regulatory Compliance and Risks - The FDA's PMA process requires extensive data, including preclinical studies and clinical trials, to demonstrate device safety and effectiveness[76]. - Regulatory approvals and market entry timing are critical for product acceptance, and delays could hinder commercialization efforts[110]. - Compliance with federal and state healthcare fraud and abuse laws is critical, as violations can lead to substantial penalties and damage to reputation[160]. - Non-compliance with regulatory requirements can result in severe consequences, including product recalls, civil and criminal penalties, and suspension of marketing approvals[152]. - The company must comply with FDA regulations and good manufacturing practices, and any failure to do so could delay product commercialization[121]. Intellectual Property and Competition - The company has a robust intellectual property portfolio, including 11 issued U.S. patents and over 200 foreign patents, following acquisitions from Rochal and Hymed[58]. - The company relies on patents and trade secrets for competitive advantage, but the effectiveness of these protections is uncertain and may not prevent competitors from introducing similar products[134]. - The competitive landscape may be affected by the ability of competitors to design around existing patents, which could undermine the company's market position[135]. - The company faces significant competition in the medical device market, which may affect market acceptance and financial condition[109]. Employee and Operational Structure - The company had a staff of 108 full-time employees as of December 31, 2025[98]. - As of December 31, 2025, the company employed 40 U.S.-based field sales representatives to enhance its sales efforts in the surgical market[61]. - The company relies on research and development partners for product design and supply, and any failure in performance could incur significant costs[102]. Cybersecurity and Data Privacy - The company has not experienced any material adverse effects from cybersecurity threats to date, but recognizes the importance of cybersecurity in safeguarding sensitive information[203]. - The company has invested in growing its internal technology team and enhancing partnerships for cybersecurity, including carrying cybersecurity insurance for additional protection[201]. - The company is subject to numerous federal and state laws, including HIPAA, which govern the privacy and security of PII, including protected health information (PHI)[166]. Market Conditions and Stock Performance - The trading price of the company's common stock is highly volatile, influenced by various factors including technological innovations and market conditions[181]. - The company has never declared or paid cash dividends on its common stock and does not intend to do so in the foreseeable future, which may limit the current return on investment for shareholders[214]. - The company has a significant concentration of control, with directors and their affiliates owning approximately 42% of the outstanding common stock as of March 20, 2026[188].

Revenue and Sales Performance - In 2025, sales to TI Group Automotive Systems, LLC accounted for approximately 19% of the Company's consolidated revenues, while sales to Martinrea International Inc. and Cooper-Standard Holdings Inc. accounted for approximately 10% and 5%, respectively [16]. - Sales to the top three customers constituted approximately 34% of consolidated revenues in 2025, highlighting reliance on major customers [26]. - Fourth quarter 2025 sales were $5,986,263, an increase of 46% compared to $4,104,048 in the fourth quarter of 2024 [60]. - For the full year 2025, net sales were $27,890,260, a 3% increase from $26,986,627 in 2024 [60]. - Net sales for 2025 increased to $27,890,260, up from $26,986,627 in 2024, representing a growth of approximately 3.35% [107]. - The Fastener segment generated net sales of $24,085,699 in 2025, while the Assembly Equipment segment contributed $3,804,561, indicating a strong performance in both segments [147]. Financial Performance and Losses - The Company experienced significant recurring operating losses and negative cash flows, leading to substantial doubt about its ability to continue as a going concern [21]. - The net loss for 2025 was $1,083,214, or ($1.12) per share, significantly improved from a net loss of $5,615,614, or ($5.81) per share in 2024 [60]. - The Company reported operating losses of $1,196,717 in 2025, compared to $5,164,054 in 2024 [77]. - The operating loss decreased to $(1,196,717) in 2025 from $(5,164,054) in 2024, reflecting a reduction in operating expenses [107]. - The Company reported a gain on the sale of property of $(339,520) in 2025, compared to no such gain in 2024, impacting overall operating expenses [107]. Cost and Expenses - The Company faced significant price volatility in raw materials, particularly steel, which impacted operational costs and profitability [22][28]. - Selling and administrative expenses decreased by 9% to $5,662,120 in 2025 from $6,224,234 in 2024 [66]. - The gross margin for the Fastener segment improved by $2,374,051 year over year, reaching $2,673,791 in 2025 [63]. - Gross profit for 2025 was $4,125,883, significantly higher than $1,060,180 in 2024, indicating a substantial improvement in profitability [107]. - The Fastener segment's gross profit was $2,673,791 in 2025, while the Assembly Equipment segment's gross profit was $1,452,092, showcasing the profitability of both segments [147]. Assets and Liabilities - Working capital at December 31, 2025 was $9,894,317, a decrease of $476,898 from the beginning of the year [72]. - The Company had cash, cash equivalents, and marketable securities of $1,718,237 at the end of 2025, down from $1,922,679 at the beginning of the year [72]. - Total current assets decreased to $12,243,323 in 2025 from $12,591,065 in 2024, primarily due to a reduction in cash and cash equivalents [105]. - Total liabilities increased to $4,468,137 in 2025 from $3,337,722 in 2024, driven by higher deferred income taxes and other long-term liabilities [105]. - Cash and cash equivalents at the end of 2025 were $1,718,237, down from $1,922,679 at the end of 2024, indicating a cash decrease of approximately 10.6% [112]. Compliance and Governance - The Company was in default of a profitability covenant as of December 31, 2025, but the lender waived the default on February 27, 2026 [38]. - As of December 31, 2025, the Company was not in compliance with the minimum annual profitability covenant of its credit agreement [75]. - There have been no changes in the Company's internal control over financial reporting that materially affected or are likely to materially affect the Company's internal control during the quarter ended December 31, 2025 [182]. - The Company has adopted a code of ethics for its principal executive officer and principal financial officer, which is available upon request [186]. - The report has been signed by the Chief Executive Officer and Chief Financial Officer, confirming compliance with the Securities Exchange Act of 1934 [203]. Strategic Actions and Future Outlook - The Company plans to sell certain H&L assets valued at $179,254 in the first half of 2026 to improve liquidity [77]. - The outlook for 2026 indicates improvement in order volume but acknowledges significant uncertainty in the manufacturing sector [83]. - The Company is exploring additional financing sources, including potential real estate sale leaseback transactions [77]. - The Company recognized an ROU asset of $424,188 and a corresponding long-term lease liability of $415,824 upon the commencement of a new operating lease on March 1, 2025 [156]. - The expected annual minimum lease payments for the operating lease liability total $514,061, with a present value discount of $93,098 [155]. Inventory and Taxation - The Company's net inventory totaled approximately $6.2 million as of December 31, 2025, with valuation based on lower of cost or net realizable value [93]. - Total inventories decreased from $7,039,820 in 2024 to $6,584,921 in 2025, with valuation reserves reducing from $543,650 to $413,941 [139]. - The total tax benefit for 2025 was $(95,096), compared to an expense of $572,226 in 2024, with domestic income from operations before income taxes at $(1,178,310) in 2025 [140]. - The company reported a provision for state income tax of $2,430 in 2025, up from $1,021 in 2024, while federal income tax was $0 in 2025 compared to $8,390 in 2024 [140]. Capital Expenditures - Total capital expenditures in 2025 were $331,669, focused entirely on Fastener segment activities [69]. - The Company’s capital expenditures for 2025 amounted to $331,669, a decrease from $651,398 in 2024, indicating a potential shift in investment strategy [147]. - Total capital expenditures in 2024 were $651,398, with $369,003 allocated to the Fastener segment [70]. Customer and Market Dynamics - The automotive industry, which is cyclical and highly competitive, directly influences demand for the Company's products [24]. - Export sales accounted for approximately 25% of total sales in 2025, up from 19% in 2024, indicating a growing international market presence [19]. - The average daily trading volume for the Company's common stock was less than 4,000 shares in 2025, indicating low liquidity in the market [36]. - The Company’s three largest customers accounted for approximately 34% of consolidated net revenues in 2025, highlighting a reliance on key clients within the Fastener segment [152].

Financial Performance and Projections - VenHub Global, Inc. began recording revenue in 2025, with a reliance on debt and equity financing to sustain operations until consistent revenue flow is established[17]. - The company estimates costs of approximately $1,000,000 for the next 12 months to cover expenses associated with being a publicly reporting company[17]. - The Company has incurred losses for each of the past few years, primarily due to investments in research and development[56]. - The Company expects to continue incurring substantial losses for the foreseeable future, raising concerns about its ability to operate profitably[55]. - The company anticipates significant capital requirements for developing and growing its business, including costs related to research and development, procurement, and operational expenses[129]. - The company will incur ongoing SEC compliance and reporting obligations estimated at approximately $1,000,000 annually, which may strain available cash resources[177]. - The company has ongoing costs related to SEC reporting and compliance, which may hinder its ability to remain compliant if revenues do not increase[177]. Business Operations and Strategy - VenHub currently operates two company-owned stores located at Los Angeles Airport (LAX) and Union Station, with plans to evaluate the viability of opening more stores[33]. - The company aims to become a global leader in autonomous retail solutions, focusing on innovation, technology, and sustainability[19]. - The company is focused on launching new products and services, expanding manufacturing capabilities, and pursuing strategic partnerships and acquisitions[65]. - The company plans to expand its management, engineering, and product teams significantly to support its growth strategy[59]. - The transition to operating VenHub-owned stores may require significant operational adjustments and could introduce complexities that affect growth[116]. Technology and Innovation - VenHub's Smart Stores operate 24/7, utilizing autonomous robotic systems for product selection, bagging, and delivery, which significantly reduces labor costs for store owners[36]. - The company is developing AI-driven personalization features, including recommender engines, which are currently in testing and not yet deployed in live environments[23]. - The company is actively developing features such as ID verification technology for age-restricted products and solar-powered energy alternatives[23]. - Many planned features for the Smart Stores, such as enhanced AI-driven analytics and biometric authentication, are still in development and may not be commercialized on time[66][67]. - The company aims to reduce operating costs and greenhouse gases through its robotic systems, but customer adoption may be negatively impacted by resistance to new technology[90]. Intellectual Property and Legal Matters - VenHub has filed 25 unique patent applications, including 19 provisional and 6 utility patents, to protect its innovative technologies in robotics and AI[41]. - The Company has a strong IP portfolio with multiple patents pending, which is crucial for maintaining market leadership and growth potential[43]. - Protecting intellectual property is crucial for the company’s success, as failure to do so may hinder product development and commercialization[94]. - The company may face claims of infringement on third-party intellectual property rights, which could lead to costly litigation and impact operations[95]. - The company anticipates potential product liability claims, which could result in significant legal costs despite maintaining product liability insurance[92]. Market and Economic Conditions - Economic conditions, including higher interest rates, have negatively impacted investment activity and capital allocation to hardware startups, which could reduce future revenues[64]. - The company's business is highly dependent on discretionary spending patterns, which can be adversely affected by economic downturns, inflation, and other macroeconomic factors[110]. - The market demand for autonomous smart stores remains unproven, and assumptions about pricing and adoption rates may be inaccurate[112]. - Regulatory changes and resistance from labor unions could delay the adoption of new technologies, adversely affecting growth and financial performance[113]. Risks and Challenges - The company faces significant revenue forecasting challenges due to fluctuating customer demand for autonomous store units and related products[62]. - Limited deployment experience means the company cannot reliably convert pre-orders into final sales, leading to potential material fluctuations in operating results[63]. - Supply chain disruptions, particularly for specialized components like robotics assemblies and semiconductor chips, pose risks to production and operational efficiency[68][69][70]. - Cybersecurity threats pose risks to proprietary information, potentially harming the company's competitive position and incurring significant costs[98]. - The complexity of the company's products necessitates proper usage to avoid injuries, and any misuse could expose the company to liability risks[93]. Human Resources and Employment - The Company currently employs two full-time employees and over 30 independent contractors, with plans to expand its workforce as it scales[48]. - The company has engaged a Professional Employer Organization (PEO) to optimize costs and develop comprehensive fringe benefit programs[48]. - Executive employment agreements include potential cash bonuses up to $3.2 million, which could increase operating expenses significantly[121]. - Executive cash compensation obligations exceed $3.2 million annually in bonuses, which may impact liquidity and operational flexibility[163]. Shareholder and Financial Structure - The company has not paid, nor intends to pay, dividends on its common stock in the foreseeable future, with any earnings expected to be reinvested into business activities[180][181]. - The company issued an aggregate of 7,858,308 shares of common stock to consultants and service providers from April 15, 2023, through December 31, 2025, as compensation for services rendered[203]. - The company’s executive employment agreements include significant equity-based compensation, potentially resulting in the issuance of tens of millions of additional shares, leading to substantial dilution for existing stockholders[190]. - The Regulation CF offering of Series B Preferred Stock raised $2,735,670.99 from the sale of 675,015 shares at an average price of $4.05 per share[209]. Compliance and Regulatory Issues - The company is subject to evolving data privacy and security laws, which could result in significant fines and liabilities if not complied with[147]. - The California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA) impose new obligations that may increase compliance costs and potential liabilities for the company[148]. - The company is subject to stringent international data protection regulations, including the GDPR, which can impose penalties up to €20 million or 4% of worldwide turnover for serious violations[149]. - Noncompliance with privacy and data protection laws could lead to investigations and significant costs, impacting business prospects[151]. Miscellaneous - The company has identified material weaknesses in its internal control over financial reporting, which could lead to misstatements and regulatory scrutiny[158]. - As an "emerging growth company," the company benefits from reduced reporting requirements, but this may hinder its ability to raise capital[168]. - The company is not currently required to comply with certain provisions of the Sarbanes-Oxley Act, delaying formal assessments of internal controls until it no longer qualifies as an emerging growth company[174]. - Future pandemics or catastrophic events could adversely impact the company’s operations and financial results, necessitating additional capital[166].

Financial Performance - Treatment Segment accounted for $45,097,000, or 73.1% of total revenue for 2025, up from $34,953,000, or 59.1% in 2024[15] - Services Segment revenue decreased to $16,577,000, or 26.9% of total revenue for 2025, down from $24,164,000, or 40.9% in 2024[17] - Revenue from federal government entities totaled $39,243,000, representing 63.6% of total revenue in 2025, down from $40,550,000 or 68.6% in 2024[39] - Foreign revenue increased by approximately 162.6% to $6,440,000, or 10.4% of total revenue in 2025, compared to $2,452,000, or 4.1% in 2024[19] - The company anticipates improvements in financial results in 2026, driven by increased revenue from contracts and advancements in technology[198] Operational Developments - Treatment Segment backlog increased by approximately 50.9% to $11,861,000 as of December 31, 2025, compared to $7,859,000 as of December 31, 2024[11] - The operational phase of the DFLAW program is expected to begin in 2026, with an increase in Hanford waste receipts anticipated in the first half of 2026[198] - The company anticipates the operational phase of the DFLAW program to begin in 2026, generating several effluent waste streams for treatment[11] - The commercial operation of the Perma-FAS system for PFAS destruction is expected to significantly increase production capacity, with a second-generation unit planned for deployment in the second half of 2026[27] - The company plans to deploy a second generation PFAS destruction unit in the second half of 2026, which is expected to triple production capacity[198] Employee and Labor Relations - The company employed approximately 307 employees as of December 31, 2025, with 293 being full-time[36] - The Collective Bargaining Agreement for 68 employees became effective on October 1, 2025, and will last until October 1, 2030[37] Environmental and Regulatory Matters - Environmental remediation liabilities increased to $3,485,000 as of December 31, 2025, up from $767,000 in 2024, reflecting a net increase of approximately $2,718,000[44] - Approximately $76,000 of total environmental remediation liabilities were recorded as current as of December 31, 2025[44] - The PFNWR facility's permit renewal triples its permitted liquid mixed waste processing capacity to approximately 1,200,000 gallons per year[11] Competition and Market Strategy - The company is facing significant competition in the Treatment Segment, particularly from EnergySolutions and Waste Control Specialists, which may impact market share and profit margins[41] - The company is focusing on expanding into international markets to enhance growth opportunities[42] Research and Development - Research and Development (R&D) expenses were $1,291,000 in 2025, compared to $1,172,000 in 2024, focusing on new technology for treating PFAS[46] Financial Stability - The ability to meet quarterly financial covenant requirements under the loan agreement is a critical factor for the company's financial stability[198]

Financial Performance - For the year ended December 31, 2025, the company reported a net income of $2,948, which was primarily due to interest earned on marketable securities held in the Trust Account amounting to $2,108,805, offset by a loss on derivative liability of $1,612,150 and transaction costs of $111,382[367]. - For the period from June 5, 2024, through December 31, 2024, the company reported a net loss of $50,041, entirely attributed to general and administrative expenses[368]. Marketable Securities - As of December 31, 2025, the company had marketable securities in the Trust Account totaling $117,108,805, which includes approximately $2,108,805 of interest income[372]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination and any remaining proceeds for working capital to finance operations of the target business[372]. Initial Public Offering - The company completed its Initial Public Offering on July 16, 2025, raising gross proceeds of $115,000,000 from the sale of 11,500,000 Units at $10.00 per Unit[369]. - The company incurred $6,471,835 in Initial Public Offering related costs, which included a cash underwriting fee of $2,000,000 and a deferred underwriting fee of $4,025,000[370]. Cash and Operational Needs - As of December 31, 2025, the company had cash of $378,794 available for operational activities and evaluating target businesses[373]. - The company may need to raise additional capital through loans or investments to meet working capital needs, and if a Business Combination is not completed by January 16, 2027, it will face mandatory liquidation[375][376]. - The company has no long-term debt or off-balance sheet arrangements as of December 31, 2025, and incurs a monthly fee of $10,000 for office space and administrative support[377][378]. Business Operations - The company has not engaged in any operations or generated revenues to date, with all activities focused on preparing for the Initial Public Offering and identifying a target company for a Business Combination[366].

Financial Performance - BioAge reported collaboration revenue of $9.0 million for the year ended December 31, 2025, compared to no revenue in 2024[9]. - The net loss for the year ended December 31, 2025, was $80.6 million, or $2.24 per share, compared to a net loss of $71.1 million, or $6.63 per share, in 2024[14]. Expenses - Research and development expenses increased to approximately $73.9 million in 2025 from $59.0 million in 2024, primarily due to increased costs associated with clinical trials and new programs[10]. - General and administrative expenses rose to $27.8 million in 2025, up from $19.2 million in 2024, driven by higher personnel-related expenses and legal fees[13]. Cash and Assets - As of December 31, 2025, BioAge had approximately $285.1 million in cash, cash equivalents, and marketable securities, sufficient to fund operations through 2029[15]. - Total current assets decreased from $357,103 in 2024 to $286,793 in 2025, a decline of approximately 19.6%[26]. - Cash and cash equivalents dropped significantly from $354,349 in 2024 to $188,888 in 2025, a decrease of about 46.6%[26]. Liabilities and Equity - Total liabilities decreased from $35,107 in 2024 to $22,838 in 2025, representing a reduction of approximately 34.9%[26]. - Total stockholders' equity fell from $323,127 in 2024 to $272,051 in 2025, a decline of about 15.8%[26]. - Accounts payable increased from $1,996 in 2024 to $2,674 in 2025, an increase of approximately 33.9%[26]. - Accrued expenses and other current liabilities decreased from $11,751 in 2024 to $8,480 in 2025, a reduction of about 27.4%[26]. - The current portion of term loan decreased from $6,000 in 2024 to $2,648 in 2025, a decline of approximately 55.7%[26]. - Deferred revenue, current decreased from $7,826 in 2024 to $5,754 in 2025, a reduction of about 26.5%[26]. - Additional paid-in-capital increased from $575,693 in 2024 to $605,189 in 2025, an increase of approximately 5.1%[26]. - The accumulated deficit increased from $(252,811) in 2024 to $(333,416) in 2025, reflecting a worsening of approximately 31.9%[26]. Clinical Developments - Positive interim Phase 1 data for BGE-102 showed an 86% median reduction in hsCRP and a 58% reduction in IL-6 at Day 14 in participants with obesity[6]. - The company plans to initiate a Phase 2a proof-of-concept trial for BGE-102 in cardiovascular risk in the first half of 2026, with data expected in the second half of 2026[6]. - BioAge is expanding BGE-102 into ophthalmology, with a Phase 1b/2a trial in diabetic macular edema planned for mid-2026[6]. - The company is advancing its APJ agonist program, demonstrating at least 10-fold greater potency than apelin, with plans to file an IND by the end of 2026[5]. Funding Activities - BioAge completed an upsized follow-on public offering generating total gross proceeds of approximately $132.3 million, strengthening its balance sheet to support clinical programs[7].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ¨ 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 001-36583 ENERGY FOCUS, INC. (Exact name of registrant as specified in its charter) Delaware 94-3021850 (State or other jurisdi ...

Revenue and Sales Performance - In 2025, the company achieved net revenues of $142,440,236, representing a 3% increase from 2024[33] - Approximately 98% of the company's revenue in 2025 was generated through the Amazon sales platform[33] - The total U.S. e-commerce sales reached $1,233.7 billion in 2025, marking a 3.4% year-over-year increase[42] - E-commerce accounted for 16.4% of total U.S. retail sales in 2025, with total retail sales reaching approximately $7.68 trillion, a 3.5% increase from 2024[46] - Amazon accounted for approximately 40.4% of all U.S. e-commerce sales, solidifying its position as the largest e-commerce retailer[41] - Amazon is estimated to hold a 40.4% share of all U.S. e-commerce sales, making it the largest e-commerce retailer[47] - The company experienced a net income of $1,704,849 in 2025, a significant recovery from a net loss of $2,429,694 in 2023[33] Operational Strategies and Challenges - The company implemented strategic measures to front-load 3-6 months of sales-related inventory in response to tariff increases, ensuring supply chain stability[26] - The company’s proprietary software system optimizes operations by processing large amounts of data daily to identify product gaps and maintain stock availability[25] - The company is actively pursuing vendor partnerships and enhancements in third-party logistics to mitigate cost impacts and refine operational frameworks[78] - The company plans to expand rapidly by increasing the number of business managers, vendors, and SKUs in the upcoming years[18] - The company anticipates structural challenges in 2026, including higher inbound placement fees and increased shipping costs due to the discontinuation of Amazon's labeling service[77] - Increased fulfillment and storage fees from Amazon could adversely impact profit margins and operational results[113] - The company faces significant variability in retail demand, particularly during the fourth quarter, which could affect revenue if popular products are not adequately stocked[111] Financial Position and Risks - As of December 31, 2025, the outstanding balance under the line of credit with Taishin International Bank was $637,348, with an interest rate of 3.42% per annum[79] - The company had $3,810,418 due to related parties as of December 31, 2025, a decrease from $4,192,995 in 2024[80] - The company is exposed to insolvency risks from third parties, which could negatively impact cash flows and financial condition[138] - Legal proceedings and claims could have a material adverse impact on operating results, including significant monetary damages[106] - Increased labor costs and compliance with evolving regulations may negatively impact financial results[95] - Economic conditions significantly influence consumer spending, which could adversely affect sales of discretionary items[127] - Revenue growth may not be sustainable, and percentage growth rates may decrease due to general economic conditions and customer preferences[105] Compliance and Regulatory Issues - Compliance with legal and regulatory requirements is crucial, as failure to do so may adversely affect operations and financial condition[139] - The company is subject to evolving government regulations that could impose substantial costs and affect operations, including areas such as data protection and consumer protection[157] - The company has implemented internal controls to comply with SEC and Nasdaq regulations, which adds complexity and cost to compliance efforts[140] - The exclusive forum provision in the company's bylaws may limit stockholders' ability to bring claims in preferred jurisdictions, potentially increasing litigation costs[142] - The company adopted a fee-shifting provision to discourage frivolous litigation, which may impact stockholder lawsuits[144] Management and Governance - The loss of key senior management personnel could negatively affect the company's operations and strategic direction[154] - Sam Lai and Maggie Yu control approximately 94.8% of the voting power, which may limit minority stockholders' influence on corporate affairs[155] - As of March 24, 2026, Mr. Lai and Ms. Yu together beneficially owned 33,394,442 shares, representing approximately 94.8% of the voting power of the company's outstanding common stock[156] Market and Stock Performance - The market price of the company's common stock may be volatile, influenced by factors such as operating results and industry developments[160] - The company may be classified as a "penny stock" in the future if it fails to maintain its Nasdaq listing, which would impose additional sales practice requirements on broker-dealers[163] - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to rely on exemptions from certain disclosure requirements[172] - The company has a public float of less than $250 million, which may affect its attractiveness to potential investors[181] - The company has incurred significant increased costs due to operating as a public company, impacting management time and resources[179] Insurance and Risk Management - The company maintains liability insurance for product liability claims, but there is no guarantee that coverage will be adequate for all liabilities incurred[158] - The company has not identified any known cybersecurity threats that have materially affected its operations, but recognizes ongoing risks[191] Stock Issuances and Equity - On July 2, 2025, the Company issued 2,275 shares of common stock to each of five executives, valued at $1.3185 per share[210] - On October 3, 2025, the Company issued 951 shares of common stock to each of the same five executives, valued at $3.1530 per share[211] - The stock issuances were made under an exemption from registration as per Rule 506 of Regulation D and Section 4(a)(2) of the Securities Act[212] - There were no purchases of equity securities by the issuer or affiliated purchasers during the reporting period[213] - The company has authorized 4,995,000 shares for issuance under the 2021 Equity Incentive Plan, with 9,152,213 shares available as of March 24, 2026[207] Office and Lease Agreements - The company has two office leases in Taiwan with total contract amounts of $207,197, effective from June 2025 to November 2028[198] - The company leases a virtual office for $59 per month, expiring on August 31, 2026[196]