IPO and Proceeds - The company completed its initial public offering on July 2, 2025, raising total gross proceeds of $100 million from the sale of 10 million public units at $10.00 per unit[22]. - An additional 1.5 million public units were sold under the over-allotment option, generating gross proceeds of $15 million, bringing total proceeds to $115 million[23]. - The company has placed $115 million from the net proceeds of the initial public offering and private placement into a trust account for the benefit of public shareholders[25]. - Total transaction costs associated with the IPO amounted to $5,457,575, including cash underwriting fees of $537,500[153]. - The company raised $115,000,000 from its initial public offering (IPO) by issuing 10,000,000 units at $10.00 per unit, along with additional proceeds from private placements totaling $1,625,000[196]. - The over-allotment option was fully exercised, resulting in an additional issuance of 1,500,000 units for gross proceeds of $15,000,000[200]. - The company has placed $115,000,000 in a trust account, which can only be invested in U.S. government securities until the completion of a business combination[203]. Business Combination Strategy - The company has up to 18 months from the closing of the initial public offering to complete its initial business combination[38]. - There is no restriction on the industry or geographic location of target companies, allowing for a broad search for potential acquisitions[29]. - The company intends to focus on acquiring businesses with significant revenue and earnings growth potential through existing and new product development[33]. - The management team will evaluate target businesses based on criteria such as resilient business models and sustainable competitive advantages[31][32]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the trust account balance[51]. - The company may structure the initial business combination to acquire less than 100% of the target business, provided it acquires at least 50% of the voting securities[53]. - The company will conduct thorough due diligence on prospective target businesses, including meetings with management and document reviews[54]. - The management team believes their operational and transactional experience will provide a substantial number of potential business combination targets[56]. - The company may face competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[107]. Financial Position and Risks - The company has $115,000,000 available for a business combination, assuming no redemptions and before fees and expenses[65]. - If the initial business combination is not completed within the specified time frame, the initial shareholders may lose their entire investment[38]. - If the initial business combination is not completed within 18 months, the company will redeem 100% of outstanding public shares at approximately $10.00 per share[52]. - The company may need to seek additional financing if the cash portion of the purchase price exceeds the amount available from the trust account[45]. - The company may seek additional financing through private offerings of debt or equity securities to complete the initial business combination[50]. - The company may face risks due to a lack of business diversification, relying on the performance of a single business for an indefinite period after the initial business combination[66]. - There is uncertainty regarding the management team's ability to effectively manage the combined company, as their skills and qualifications may not align with the needs of a public company[67]. - The company may not be able to return $10.00 per share to public shareholders if bankruptcy claims deplete the trust account[105]. - The company may not be able to complete its initial Business Combination if claims against the Trust Account reduce available funds below $10.00 per Public Share[211]. Shareholder Rights and Redemption - Public shareholders will have the opportunity to redeem their Class A ordinary shares upon completion of the initial business combination, regardless of their voting stance[81]. - The company plans to conduct redemptions without a shareholder vote unless required by law or stock exchange listing requirements[82]. - Public shareholders are restricted from seeking redemption rights for Excess Shares if they hold more than 15% of the shares sold in the initial public offering, which aims to prevent attempts to block the business combination[91]. - The redemption process requires public shareholders to tender their shares or deliver them electronically, with a tender offer period of not less than 20 business days[92]. - The per-share redemption amount upon dissolution is expected to be approximately $10.00, but this amount may be reduced due to creditor claims against the trust account[102]. - If the Company fails to complete a Business Combination within the Combination Period, it will redeem 100% of the outstanding Public Shares at a price equal to the amount in the Trust Account[209]. - The company has a letter agreement with its sponsor to not propose amendments that would affect redemption rights without providing an opportunity for public shareholders to redeem their shares[100]. Operational and Management Considerations - The company is classified as an "emerging growth company" and can delay the adoption of certain accounting standards until they apply to private companies[115]. - The company is also a "smaller reporting company," allowing it to provide only two years of audited financial statements[116]. - The company has not commenced any operations as of December 31, 2025, and will not generate operating revenues until after completing a business combination[195]. - The company has not adopted any cybersecurity risk management program, as it does not consider itself to face significant cybersecurity risks[127]. - The company has not paid any cash dividends on its ordinary shares and does not intend to do so prior to completing its initial business combination[136]. - The company has no approved plan to extend the business combination deadline beyond January 2, 2027, raising substantial doubt about its ability to continue as a going concern[215]. - The company has adopted an insider trading policy to prevent purchases during blackout periods and when in possession of material non-public information[79]. - The company has two officers and management intends to devote necessary time to affairs until the initial business combination is completed[109]. Financial Performance - For the year ended December 31, 2025, the company reported a net income of $1,778,677, influenced by investment income of $2,283,599 from the trust account[149][158]. - The company had a cash balance of $353,247 and working capital of $386,293 as of December 31, 2025[150][161]. - The net income for the year ended December 31, 2025, was $1,778,677, compared to a net loss of $55,000 for the period from inception to December 31, 2024[185]. - The company reported total assets of $117,797,809 as of December 31, 2025, a significant increase from $17,800 in 2024[183]. - The company had total current liabilities of $127,917 as of December 31, 2025, up from $72,800 in 2024[183]. - The basic and diluted net income per redeemable share for the year ended December 31, 2025, was $0.18[185]. - The company generated net cash used in operating activities of $542,631, with significant changes in operating assets and liabilities including a decrease in prepaid expenses of $143,163[191]. - Formation and operating expenses for the year ended December 31, 2025, totaled $504,922, compared to $55,000 in 2024[185]. - The weighted average redeemable ordinary shares outstanding for the year ended December 31, 2025, was 5,701,370[185]. - The company issued 3,833,333 Class B ordinary shares during the year, increasing its total shareholders' equity to $786,293 by December 31, 2025[187].

Financial Performance - The company reported cash used in operations of $6,903,966 for the year ended December 31, 2025, with cash and equivalents on hand of $2,786,493 at the same date [42]. - The company incurred a net loss of $7,832,755 for the year ended December 31, 2025, with an accumulated deficit of $499,441,465 as of the same date [48]. - For the year ended December 31, 2025, the company generated total revenue of $76,773, all from product sales [119]. - Total revenues increased by $34,880, or by 83%, for the year ended December 31, 2025, compared to 2024, primarily due to more customer orders [128]. - Cost of revenues increased by $47,956, or 32%, for the year ended December 31, 2025, mainly driven by the increase in product revenue [129]. - Research, development, and manufacturing operations costs rose by $142,246, or 6%, for the year ended December 31, 2025, due to increased focus on product and process improvements [130]. - Selling, general, and administrative expenses decreased by $408,333, or 9%, for the year ended December 31, 2025, attributed to lower personnel and professional service costs [131]. - Net loss was $7,832,755 for the year ended December 31, 2025, compared to a net loss of $9,130,274 for 2024, a decrease of $1,297,519 [136]. - Cash used in operations was $6,903,966 for the year ended December 31, 2025, a decrease of $1,519,603 compared to $8,423,569 for 2024 [142]. - The company has working capital of $1,178,902 as of December 31, 2025, but management believes additional financing will be required to achieve profitability [138]. Research and Development - Ascent Solar's proprietary monolithic integration techniques allow for the production of flexible PV modules with reduced manufacturing costs and increased reliability [20]. - The company incurred approximately $2,443,194 and $2,300,948 in research, development, and manufacturing operations costs for the years ended December 31, 2025 and 2024, respectively [32]. - The company aims to continue investing in R&D to enhance manufacturing processes and develop next-generation technologies [32]. - Ascent Solar's products are designed to meet the specialized needs of weight-sensitive applications, offering competitive advantages over traditional glass-based modules [30]. Market Focus and Strategy - Ascent Solar is focused on addressing high-value markets such as aerospace and power beaming, leveraging its lightweight and flexible solar modules [17]. - The company believes it is the only manufacturer focused on commercial-scale production of PV modules using CIGS on a flexible, plastic substrate with monolithic integration [21]. - The company has established strategic partnerships to design and develop integrated solutions for various applications, including satellites and UAVs [16]. - The company is targeting emerging markets for product sales, which may not develop as rapidly as expected, impacting revenue potential [57]. - The company continues to focus on expanding sales and distribution channels for its specialty PV application strategies [139]. Financial Risks and Concerns - The auditors expressed substantial doubt about the company's ability to continue as a going concern, citing insufficient capital resources to sustain operations for 2026 without additional funding [45]. - The company does not expect sales revenue and cash flows to be sufficient to support operations for the foreseeable future, relying on raising additional capital to maintain operations [44]. - The company has a limited operating history and has not generated significant revenue from operations, with expectations of continued losses until revenues and gross margins cover operating expenses [46]. - The company faces intense competition from other manufacturers in the solar energy industry, which may affect its market position and profitability [60]. - The company depends on a limited number of third-party suppliers for key raw materials, which poses risks to manufacturing and delivery capabilities [55]. - The company's ability to achieve profitability is contingent on market acceptance of its specialty PV products at competitive prices [48]. - The company must successfully expand its manufacturing capabilities and form strategic alliances to reduce costs and capture market share [54]. - The company relies on unpatented proprietary technology, which may be independently developed by others, potentially affecting its competitive position [67]. - The company faces risks related to third-party claims of intellectual property infringement, which could negatively impact its financial results and ability to commercialize products [70]. - The company may incur substantial litigation expenses and damages if it faces successful claims of patent infringement, which could divert resources from its core business [73]. - The company is subject to various environmental regulations, and future compliance costs could materially affect its financial condition and operations [77]. - The company anticipates that its PV modules will be subject to oversight and regulation, which may lead to increased expenses and reduced demand for its products [82]. Corporate Governance and Management - Jin Jo appointed as Chief Financial Officer in May 2023, bringing over 20 years of accounting experience [160]. - Bobby Gulati appointed as Chief Operating Officer in May 2023, with over 30 years of executive leadership experience [162]. - David Peterson has been Chairman of the Board since September 2022, with over 25 years of business management experience [164]. - The Board of Directors consists of five members, with four identified as independent under Nasdaq standards [173]. - The Audit Committee is chaired by Louis Berezovsky, who has completed over 60 acquisitions in his career [179]. - The Board held a total of 17 meetings in 2025, with each director attending at least 75% of the meetings [187]. - The Audit Committee held four meetings in 2025, focusing on financial reporting and internal controls [178]. - Compensation Committee reviews all components of executive compensation, including base salary and equity compensation [180]. - Nominating and Governance Committee evaluates candidates for Board membership and oversees corporate governance guidelines [182]. - Non-executive directors receive an annual retainer of $75,000 in cash, with additional equity awards including restricted stock units and stock options [194]. Executive Compensation - In 2025, Paul Warley, the CEO, earned a total compensation of $614,900, which includes a salary of $450,000 and a one-time bonus of $40,000 [208]. - Jin Jo, the CFO, received total compensation of $319,700 in 2025, with a salary of $224,600 and a one-time bonus of $40,000 [208]. - Bobby Gulati, the COO, earned total compensation of $349,600 in 2025, including a salary of $254,500 and a one-time bonus of $40,000 [208]. - The company established a Clawback Policy effective December 1, 2023, for recouping certain performance-based compensation payments [200]. - The company’s audit committee determined that no performance-based compensation within the prior three years was based on financial results, thus no obligation to recover compensation under the Clawback Policy [201]. - Directors are reimbursed for travel expenses related to their attendance at meetings, but do not receive any other compensation or personal benefits [197]. - The company’s insider trading policy prohibits derivative transactions of its stock by executive officers and directors [199]. - The Nominating and Governance Committee evaluates director nominees based on specific characteristics outlined in the company’s bylaws [192]. - Mr. Warley will receive an annual base salary of $450,000 and a discretionary annual incentive bonus of up to 150% of this base salary [211]. - If terminated without cause, Mr. Warley is entitled to 24 months of base salary and 12 months of paid health insurance under COBRA [211]. - Ms. Jo will receive an annual base salary of $255,000 and a discretionary annual incentive bonus of up to 100% of this base salary [213]. - If terminated without cause, Ms. Jo is entitled to 12 months of base salary and 12 months of paid health insurance under COBRA [213]. - Both executives are required to maintain confidentiality of the Company's proprietary information [212][214]. - The employment agreements include non-competition and non-solicitation provisions for a period of 12 months post-termination [212][214]. Compliance and Regulatory Issues - The trading price of the company's common stock has experienced significant volatility, ranging from $1.165 to $5.06 in 2025 and from $2.255 to $85.30 in 2024 [84]. - The company must comply with complex legal and accounting requirements as a public entity, which may impose substantial costs and affect its financial reporting [85]. - Compliance with the Sarbanes-Oxley Act requires significant management efforts and accounting expenses, impacting the company's operational efficiency [86]. - The company may face delisting from the Nasdaq Capital Market if it fails to comply with internal control requirements, which could harm investor confidence [87]. - The company needs to improve its financial systems and controls to ensure timely and accurate financial reporting, which is critical for maintaining investor trust [89]. - The company received notices from Nasdaq indicating non-compliance with listing rules, specifically a minimum of $2,500,000 in stockholders' equity and a minimum bid price of $1.00 [96]. - In September 2024, the company regained compliance with Nasdaq's bid price and equity requirements [97].

Financial Performance - Net loss for the fourth quarter of 2025 was $19.9 million, or $0.27 per share, compared to a net loss of $18.6 million, or $0.62 per share, for the same period in 2024 [13]. - Net loss narrowed to $57,385,163 in 2025 compared to $79,979,354 in 2024, reflecting an improvement of about 28.5% [27]. - Cash and cash equivalents at the end of 2025 were $3,496,540, down from $3,857,026 in 2024, a decrease of 9.3% [31]. - Net cash used in operating activities was $45,786,988 in 2025, a decrease from $51,755,798 in 2024, indicating improved cash flow management [31]. Research and Development - Relmada reported a 95% complete response (CR) rate at any time and a durable 76% CR rate at 12 months for NDV-01 in non-muscle invasive bladder cancer (NMIBC) [4]. - The company is on track to initiate the Phase 3 RESCUE registrational program for NDV-01 in mid-2026 [4]. - Expected initial 3-month NDV-01 data from the Phase 3 2L BCG-unresponsive study is anticipated by the end of 2026 [10]. - Relmada has received FDA alignment on two registrational pathways for NDV-01, confirming study design and primary endpoints [5]. - No patients in the NDV-01 study had progression to muscle-invasive disease, and no radical cystectomies were performed [9]. Financial Position - Cash balance as of December 31, 2025, was $93.0 million, with additional gross proceeds of $160 million expected to fund operations through 2029 [4]. - Total assets increased to $94,003,471 in 2025 from $45,817,818 in 2024, representing a growth of 105% [25]. - Total stockholders' equity rose to $86,512,013 in 2025 from $35,521,961 in 2024, an increase of 143% [25]. Operating Expenses - Research and development expense for the 12 months ended December 31, 2025, totaled $26.9 million, a decrease of $19.3 million from $46.2 million in 2024 [13]. - General and administrative expense for the 12 months ended December 31, 2025, was $32.2 million, down from $37.7 million in 2024 [13]. - Total operating expenses decreased to $59,100,200 in 2025 from $83,891,036 in 2024, a reduction of approximately 29.6% [27]. - Research and development expenses decreased significantly to $26,879,146 in 2025 from $46,175,512 in 2024, a decline of 41.5% [27]. - General and administrative expenses also decreased to $32,221,054 in 2025 from $37,715,524 in 2024, a reduction of 14.5% [27]. Financing Activities - The company completed an oversubscribed $160 million PIPE financing in March 2026, strengthening its balance sheet to support NDV-01 Phase 3 development [4]. - Proceeds from the issuance of common stock, net, amounted to $93,637,829 in 2025, compared to no proceeds in 2024 [31]. - The weighted average number of common shares outstanding increased to 39,479,694 in 2025 from 30,163,751 in 2024, an increase of 30.8% [27].

Clinical Trials and FDA Approvals - The FDA cleared the Company's Type I Diabetes (CELZ-201 CREATE-1) IND application, allowing the initiation of a Phase I/II clinical trial with patient recruitment starting in September 2023[23]. - The Company received FDA clearance for a Phase I/II trial of AlloStemSpine® Chronic Lower Back Pain (CELZ-201 ADAPT) in September 2023, enrolling 30 individuals[28]. - In March 2024, the Company secured FDA authorization for expanded access therapy using CELZ-201 to manage abnormal glucose tolerance in high-risk individuals[31]. - The FDA granted Fast Track designation to CELZ-201-DDT in August 2025, expediting its path to market and patient access[40]. - The AlloStem™ Clinical Cell Line (CELZ-200) was developed to support multiple programs, including treatments for Type I Diabetes and chronic lower back pain[22]. - The FDA clearance for the AlloStemSpine® Chronic Lower Back Pain trial will enroll 30 individuals to evaluate safety and efficacy[28]. - The AlloStem™ program is in clinical phase, utilizing perinatal tissue-derived cells for regenerative therapies, with FDA Drug Master Files registered for interventional drug products[50]. - The ImmCelz™ (CELZ-100) technology is in pre-clinical trials, focusing on reprogramming a patient's immune cells for various treatments[51]. - The AlloStem™ (CELZ-201-DDT) program demonstrated an excellent safety profile with no serious adverse events reported in the first cohort of the clinical trial[38]. - The company completed patient enrollment in the ADAPT clinical trial for CELZ-201 in December 2025, transitioning to the next phase focused on follow-up and data analysis[43]. Efficacy and Outcomes - In April 2023, a study reported a 93% efficacy rate in patients treated with CELZ-001 for Type 2 Diabetes, demonstrating at least a 50% reduction in insulin requirement[27]. - The StemSpine® procedure demonstrated an efficacy rate of 87% in a three-year follow-up study, with no serious adverse effects reported[69]. - The mean pain score for patients in the pilot study decreased from 8.9 at baseline to 1.3 at 12 months, indicating significant improvement in mobility and pain reduction[67]. - The OvaStem™ procedure showed significant efficacy for treating medical refractory Primary Ovarian Insufficiency (POI), resulting in the successful birth of healthy babies without serious adverse effects[75]. - In February 2023, positive one-year follow-up data for the StemSpine® pilot study demonstrated continued efficacy for treating chronic lower back pain[24]. Financial Activities and Investments - On October 23, 2024, the company sold 418,552 shares at $4.42 per share, raising approximately $1.6 million in net proceeds from a registered direct offering and concurrent private placement[44]. - On March 6, 2025, the company entered into agreements for the exercise of existing warrants, generating gross proceeds of $3.7 million from the exercise of 837,104 shares at $4.42 per share[45]. - On October 29, 2025, the company raised approximately $4.2 million from the exercise of warrants for 1,116,136 shares at $3.75 per share, with new warrants for up to 2,790,340 shares at $2.86 per share[46]. - The company contributed $43,200 to Bionance for an investment in Applife Digital Solutions, indicating strategic financial partnerships[42]. Intellectual Property and Licensing - The company has a robust intellectual property portfolio with seven issued patents and thirty-nine pending applications related to stem cell utilization in various medical fields[78]. - The company acquired U.S. Patent No. 9,598,673 for the treatment of lower back pain, with an initial payment of $100,000, including cash and stock[84]. - The company has ongoing obligations under the Patent Purchase Agreement, including $100,000 upon filing an IND with the FDA and $200,000 upon dosing the first patient in a Phase 1-2 clinical trial[88]. - The company has entered into a Patent License Agreement with Jadi Cell, LLC, granting access to proprietary processes for expanding the master cell bank, with an initial license fee of $250,000 paid in stock[86][87]. - The company is required to pay a 5% royalty on gross sales of products derived from its patents for five years following the first sale[88]. - Trademark registrations have been obtained for CaverStem®, StemSpine®, AlloStemSpine®, and FemCelz®, with additional applications pending for several other products[90]. Regulatory Environment - The FDA regulates the company's stem cell treatments under the Public Health Service Act and the Federal Food, Drug, and Cosmetic Act, imposing substantial requirements on clinical development and marketing[93][95]. - The FDA's approval process for drugs and biologics typically involves multiple phases of clinical trials, which can be time-consuming and expensive[102]. - The FDA can impose enforcement actions such as fines and product recalls if regulatory compliance is not met, which could adversely affect the company[100]. - The FDA's premarket clearance process can take from three months to four years, depending on the type of application submitted[122]. - If products are classified as medical devices, the company must comply with FDA regulations, which could lead to significant enforcement actions if not adhered to[123]. Strategic Partnerships and Initiatives - The partnership with Greenstone Biosciences aims to leverage AI for developing hypoimmunogenic iPSC-derived pancreatic islet cells, enhancing insulin secretion capabilities[36]. - The company announced a national BioDefense Veterans Initiative to address long-term effects of toxic burn pit exposure, utilizing AI and iPSC technology[41]. - In July 2024, the company initiated a program combining AI with proprietary iPSC technology to diagnose and treat patients exposed to biological and chemical weapons[34]. - The company announced an expanded agreement with Greenstone Biosciences Inc. in February 2025 to leverage AI for developing iPSC technology for diabetes treatment[36]. - In October 2025, the company launched the BioDefense Veterans Initiative to address long-term effects of toxic burn pit exposure, partnering with Greenstone Biosciences for AI and iPSC development[41]. Market Position and Competition - The company is competing with larger pharmaceutical and biotechnology firms in the regenerative medicine sector, which is rapidly evolving[91]. - Competitors in regenerative medicine for disc and spine treatments include Mesoblast, Longeveron, BioRestorative Therapies, and DiscGenics[92]. - The healthcare industry is highly regulated in the U.S., with substantial requirements imposed by the FDA and other regulatory agencies on medical products[93].

Financial Uncertainty and Risk - The company is subject to a high degree of uncertainty and risk regarding future performance due to various factors, which could cause results to differ materially from estimates[16]. Whistler Project Overview - The Whistler Project is located approximately 170 km northwest of Anchorage, Alaska, and is governed by S-K 1300 standards for mining registrants[30]. - The technical report for the Whistler Project includes an economic analysis and was prepared by qualified persons, with an effective date of March 2, 2026[30]. Mineral Resource Classification - Indicated Mineral Resources involve greater uncertainty regarding their existence and economic feasibility compared to Proven and Probable Mineral Reserves[33]. - Inferred Mineral Resources have the highest level of geological uncertainty and cannot be considered for economic viability assessments[31]. - The company reports Indicated and Inferred Resources in compliance with both S-K 1300 and NI 43-101, with no material differences in the disclosed resources[33]. - The estimation of Indicated Mineral Resources is cautioned against being assumed to convert into compliant Mineral Reserves[33]. Compliance and Approval - The scientific and technical information regarding the Whistler Project has been reviewed and approved by the Chief Executive Officer, a qualified person under S-K 1300 and NI 43-101[34]. - The company has prepared its mineral property disclosures in accordance with S-K 1300 and NI 43-101, ensuring an appropriate level of confidence in the reported information[32]. Economic Viability - The economic extraction of Mineral Reserves must be justified by a preliminary feasibility study, which includes relevant mining and processing factors[22].

Business Transition and Strategy - FiEE, Inc. transitioned to a digital service provider focusing on AI and data analytics, launching customized software services in July 2025[16]. - The acquisition of Houren-Geiju Kabushikikaisha (HGK) for $3.5 million on November 30, 2025, enhances FiEE's capabilities in digital authentication services using AI and blockchain technology[17][42]. - FiEE's growth strategy emphasizes high-margin digital service models, with digital content services yielding higher gross margins and significant scalability potential in digital authentication services[32]. - The company plans to pursue strategic acquisitions in key sectors such as AI, hardware, and IoT to enhance its service offerings and establish a global community of Key Opinion Leaders[33]. - The company is actively planning to develop and integrate blockchain technology into its operations, enhancing security and efficiency[110]. - Future growth will depend on acquiring new customers and expanding SaaS, MCN digital services, and digital authentication services[114]. - The company is targeting potential acquisitions in key sectors such as AI, hardware, and IoT to strengthen technological capabilities and market presence[111]. Financial Performance - The company generated service fees of $6.2 million in 2025, achieving profitability after transitioning to a digital service provider[50]. - Total revenues increased by $5.6 million or 867.9% year-over-year, reaching $6,193,616 in 2025, primarily due to the transition to SaaS solutions[119]. - The company reported a net income of $1.1 million in 2025, with positive working capital of $2.4 million and cash of $3.1 million as of December 31, 2025, compared to $30 thousand in 2024[134]. - Basic earnings per common share improved to $0.12 in 2025 from a loss of $1.34 in 2024[199]. - Gross profit for 2025 was $5,353,598, compared to $207,259 in 2024, indicating a substantial improvement in profitability[199]. - Operating income for 2025 was $1,550,519, a turnaround from an operating loss of $4,235,576 in 2024[199]. - Cash provided by operating activities was $3,636,620 thousand in 2025, a significant improvement from cash used of $(3,772,008) thousand in 2024[138]. Customer and Revenue Sources - For the fiscal year ended December 31, 2025, approximately 75% of total accounts receivable was attributed to one customer, primarily from the acquisition of HGK, which accounted for about 1% of the company's revenue[28]. - The company generated substantially all of its revenue from customers located outside the U.S. for the fiscal year ended December 31, 2025[27]. - The company onboarded approximately 800 customers for SaaS – MCN digital services, generating total fees of $6.8 million, with $5.3 million recognized as revenue[120]. - Digital authentication services generated $329 thousand in revenue, serving one corporate client and 38 individual clients[122]. Operational Challenges and Risks - The company faces risks related to intensified market competition and rising customer acquisition costs as it develops its new business model[50]. - The company has a limited operating history in its current digital services business, making it difficult to evaluate future performance[51]. - The company may need to raise additional funds through equity or debt financing to support ongoing operations and expansion[53]. - The company has identified a material weakness in its internal control over financial reporting as of December 31, 2025, which could adversely affect financial reporting[65]. - The company is subject to stringent and evolving laws regarding data privacy and cybersecurity, which could result in significant fines and loss of customer trust[61]. - The company relies on AI and data analytics, exposing it to operational and ethical risks, including biased algorithms and potential legal liabilities[57]. - Historical losses and negative cash flows raise substantial doubt about the company's ability to continue as a going concern[178]. Stock and Market Information - Trading of FiEE's common stock resumed on Nasdaq on June 2, 2025, after regaining compliance with listing rules[35]. - The company previously faced Nasdaq delisting risk but resolved deficiencies and resumed trading on June 2, 2025, under the symbol "FIEE"[75]. - As of December 31, 2025, the company has satisfied all applicable Nasdaq continued listing requirements[75]. - The market price of the company's Common Stock is particularly volatile, which could lead to wide fluctuations in share price[85]. - The company is classified as a "smaller reporting company," which may make its Common Stock less attractive to investors[92]. Cybersecurity and Risk Management - The company has developed processes for assessing and managing cybersecurity risks, integrated into its overall enterprise risk management framework[95]. - The Board of Directors has primary responsibility for the oversight of cybersecurity risks, receiving annual reports from management[96]. - Significant cybersecurity matters are escalated to the Board of Directors as necessary[99]. Investments and Acquisitions - The company completed the acquisition of technology-related intangible assets, with a significant portion of the purchase price allocated to these assets[183]. - The company made significant investments in acquisitions, including $1,200,000 for Yixuntong and $3,487,304 for HGK[204]. - The Company entered into a Purchase Agreement with Helena to issue and sell up to $15 million of Common Stock, with the purchase price based on 95% of the lowest VWAP during the three trading days following receipt of the shares[152]. Shareholder Information - The company is authorized to issue 60,000,000 shares of Common Stock, and future funding is anticipated to be in the form of equity financing[88]. - The company has never declared or paid any cash dividends and does not intend to do so in the foreseeable future[90]. - The company issued 2,582,169 shares of common stock in 2025, raising $4,150,000 in capital[201].

Financial Performance - Net sales increased to $4.3 billion, an 8.1% increase over the comparable prior year period, driven by a 3.3% increase in same store sales on a constant currency basis and $114.4 million from new stores[82][87] - Operating profit decreased 1.2% to $698.5 million, negatively impacted by a $59.0 million unfavorable non-cash LIFO charge[82] - Net income decreased 3.9% to $468.9 million, with diluted earnings per share decreasing 2.3% to $27.63 for the quarter[82][93] - Gross profit for the twelve weeks ended February 14, 2026, was $2.2 billion, with a gross profit margin of 52.5%, down from 53.9% in the prior year due to a 138 basis point unfavorable non-cash LIFO charge[89] - For the twenty-four weeks ended February 14, 2026, net sales increased to $8.9 billion, an 8.2% increase, driven by a 4.0% increase in same store sales on a constant currency basis[94] Expenses and Costs - Operating, selling, general and administrative expenses for the twenty-four weeks ended February 14, 2026, were $3.1 billion, or 35.0% of sales, compared to 34.6% in the prior year[97] - Net interest expense was $213.5 million for the twenty-four weeks ended February 14, 2026, with average borrowings of $8.8 billion[98] - The effective income tax rate increased to 21.2% for the twenty-four weeks ended February 14, 2026, compared to 20.9% in the prior year[99] - The adjusted after-tax return on invested capital (ROIC) for the trailing four quarters ended February 14, 2026, was 37.6%, down from 45.5% in the prior year[108] - The accounts payable to inventory ratio was 110.9% at February 14, 2026, down from 118.2% at February 15, 2025, reflecting changes in working capital management[106] Cash Flow and Investments - Net cash flows used in investing activities for the twenty-four weeks ended February 14, 2026, were $667.5 million, up from $563.4 million in the prior year period, with capital expenditures increasing to $652.0 million from $539.7 million[103] - Net cash flows used in financing activities decreased to $642.9 million from $826.4 million in the prior year, with stock repurchases totaling $741.7 million compared to $866.5 million previously[104] - The company anticipates relying on internally generated funds and available borrowing capacity for capital expenditures and stock repurchases, with potential new borrowings as needed[107] Store Expansion and Growth Strategy - The company opened 117 net new stores during the twenty-four weeks ended February 14, 2026, compared to 79 in the prior year period, indicating a strong expansion strategy[103] - The company plans to increase investments in growth initiatives, including new stores and hub expansions, compared to fiscal 2025[105] Debt and Financial Position - The adjusted debt to EBITDAR ratio was 2.5:1 as of February 14, 2026, consistent with the prior year, indicating stable debt management[110] - The fair value of the Company's debt was estimated at $9.1 billion as of February 14, 2026, an increase from $8.9 billion as of August 30, 2025, representing a rise of 2.25%[130] - A net increase of $102.4 million in commercial paper was reported as of February 14, 2026, indicating a significant change in market-sensitive instruments[129] - The Company had $851.0 million of variable rate debt outstanding as of February 14, 2026, compared to $748.6 million as of August 30, 2025, reflecting an increase of 13.7%[130] - A one percentage point increase in interest rates would negatively impact pre-tax earnings and cash flows by $8.5 million in fiscal 2026 due to variable rate debt exposure[130] - The Company had outstanding fixed rate debt of $8.1 billion as of February 14, 2026, unchanged from August 30, 2025, with a potential fair value reduction of $304.8 million if interest rates rise by one percentage point[130] Lease and Rent Expenses - Total lease cost per ASC 842 for the trailing four quarters ended February 14, 2026, was $630.737 million, compared to $614.312 million for the same period ended February 15, 2025, reflecting a year-over-year increase of 2.5%[124] - Rent expense for the trailing four quarters ended February 14, 2026, was $478.652 million, up from $459.840 million for the same period ended February 15, 2025, indicating a growth of 4.1%[124] Tax and Financial Arrangements - The effective tax rate for the trailing four quarters ended February 14, 2026, was 20.4%, slightly higher than 20.3% for the same period ended February 15, 2025[125] - The company has arrangements with third-party financial institutions to confirm invoice balances owed to suppliers, which may impact working capital depending on supplier participation[106] - The net investment in tax credit equity investments was $9.7 million for the twenty-four weeks ended February 14, 2026, down from $37.4 million in the prior year[103]

Revenue and Profitability - Revenue for the year ended December 31, 2025, was $172.2 million, an increase of $32.1 million or 22.9% compared to $140.1 million in 2024, primarily driven by the acquisition of Star Operating Companies[189] - Gross profit for 2025 was $79.9 million, up $9.7 million or 13.9% from $70.2 million in 2024, with the acquisition contributing 12 percentage points to this growth[189] - Net loss attributable to common shareholders was $6.7 million for 2025, compared to a net loss of $4.8 million in 2024[189] - Gross profit for Business Services increased by $1.6 million, or 2%, driven by increases in both contracting and RPO gross profit[200] Expenses and Losses - SG&A and Non-Op other income (expense) totaled $82.8 million for 2025, compared to $72.6 million in 2024, with the acquisition increasing these expenses by $7.3 million[189] - Corporate expenses increased by $3.3 million, or 92%, to $6.9 million, primarily due to professional fees associated with the acquisition of Star Operating Companies[213] - Net loss attributable to common shareholders increased to $6.7 million for the year ended December 31, 2025, compared to a net loss of $4.8 million in 2024, representing a 39.6% increase[218] Segment Performance - The Building Solutions segment generated $27.6 million in revenue for 2025, reflecting a recovery from previous macroeconomic challenges and project delays[193] - The Energy Services segment experienced improved performance in 2025, supported by higher oil prices that contributed to increased customer activity[185] - Business Services revenue decreased by $0.4 million to $139.7 million, driven by a $0.8 million decrease in contracting revenue, partially offset by a $0.4 million increase in RPO revenue[198] - Energy Services contributed $4.9 million in revenue, reflecting a gradual recovery in drilling activity, with market share gains through competitive pricing[204] Cash Flow and Financial Position - Net cash used in operating activities was $7.3 million for the year ended December 31, 2025, an increase of $4.5 million from $2.8 million in 2024[220] - Cash and cash equivalents totaled $13.4 million as of December 31, 2025, down from $17.7 million as of December 31, 2024[219] - Net cash provided by investing activities was $4.6 million in 2025, compared to $1.1 million in 2024, reflecting $7.0 million received from the SOC acquisition[221] - Net cash used in financing activities decreased to $2.0 million in 2025 from $3.1 million in 2024, attributed to borrowing under credit facilities[222] Tax and Legal Matters - The effective tax rate for the year ended December 31, 2025 was negative 53%, compared to negative 37% for 2024, primarily due to pre-tax losses and changes in valuation allowances[217] - The Company had $0.2 million in legal reserves as of December 31, 2025, up from $0.0 million in 2024[229] - The Company had a gross liability for income taxes associated with uncertain tax positions of $0.1 million as of December 31, 2025[239] Strategic Outlook - The Company is exploring strategic alternatives to maximize shareholder value, including potential acquisitions and share repurchases[188] - Economic uncertainty and elevated interest rates have impacted market activity, contributing to wage pressures and higher operating costs[186] - The company identifies various risks and uncertainties that could materially affect future results, including global economic fluctuations and competition in the market[245] - The company is classified as a smaller reporting company and is not required to provide detailed market risk disclosures[246] Accounting and Business Combinations - Business combinations are accounted for under the acquisition method, requiring identifiable assets and liabilities to be recognized at fair value on the acquisition date[243] - Goodwill is recorded when the purchase price exceeds the net fair value of acquired assets and liabilities in business combinations[243] - Transaction costs are expensed in business combinations and included in the acquisition cost for asset acquisitions[243]

Revenue and Financial Performance - For the year ended December 31, 2025, the company recognized $106,855 in licensing and royalty revenue and $130,000 in non-recurring engineering revenue, compared to $81,855 and $13,750 respectively in 2024, indicating a significant increase in licensing and royalty revenue of 30.6%[262] - The net loss for the year ended December 31, 2025, was $20,313,797, a decrease of 10% from the net loss of $22,535,041 in 2024, attributed to lower development expenses[269] - The company anticipates that revenues recognized during 2026 will primarily relate to material supply and non-recurring engineering arrangements, with significant revenue from volume production expected no earlier than 2027[252] Expenses - The cost of sales for the year ended December 31, 2025, was $6,823, a slight decrease from $7,395 in 2024, reflecting a reduction of 7.7%[263] - Research and development expenses decreased by 32% to $11,489,687 in 2025 from $16,806,548 in 2024, primarily due to reductions in various development-related costs[264][265] - General and administrative expenses increased by 49% to $9,501,769 in 2025 from $6,370,805 in 2024, driven by higher salary and employee benefits expenses[264][267] Capital and Financing - The company has satisfied its capital requirements primarily through the issuance and sale of common stock, indicating a reliance on equity financing for operational funding[261] - The company completed a public offering of 11,666,667 shares at a price of $3.00 per share, raising approximately $32.8 million in net proceeds for working capital and corporate purposes[276] - The company raised $56,915,778 from financing activities in 2025, including proceeds from the Titan Offering and the Roth Sales Agreement[287] - The company received $18,785,657 in proceeds from the Roth Sales Agreement during the year ended December 31, 2025[278] - The company has a remaining availability of $12,235,261 under the Roth Sales Agreement as of the date of the filing[277] Cash Position and Expenditures - As of December 31, 2025, the company's cash and cash equivalents totaled $69,017,354, with total assets of $79,185,249 and stockholders' equity of $74,645,830[288] - Net cash used in operating activities for the year ended December 31, 2025, was $13,749,186, primarily due to a net loss of $20,313,797[285] - The company expects to incur approximately $2,400,000 in monthly expenditures over the next 12 months, totaling about $28.8 million[280] - The company anticipates that cash requirements will increase in line with revenue growth as it expands operations and commercialization efforts[281] - The company has no debt obligations and expects to maintain operations at least through December 2027 with its current cash position[281] Business Operations and Strategy - The company commenced commercial operations in May 2023, with a material supply license agreement for Perkinamine chromophore materials, marking a significant step in its commercialization strategy[244] - The company’s business model focuses on material sales and intellectual property licensing, without plans to manufacture finished optical transceivers or devices[240][245] - The Design Win Cycle, which guides customer programs from evaluation to production, typically spans approximately 18 to 24 months[259][260] - The company plans to use proceeds from the Titan Offering to accelerate commercialization and expand U.S. production capacity[276]

Revenue Performance - Consolidated net revenue for the year ended December 31, 2025, decreased by approximately 16.7% to $374.4 million compared to $449.7 million in 2024[184]. - Revenue from the Radio Broadcasting segment decreased by approximately $26.7 million, totaling $139.1 million in 2025, primarily due to weaker demand from advertisers[184]. - The Reach Media segment reported a revenue decline of approximately $16.1 million, generating $31.1 million in 2025, driven by decreased syndicated and event revenue[184]. - Digital segment revenue decreased by approximately $15.0 million to $47.8 million in 2025, attributed to lower direct revenue streams and national streaming revenue[184]. - Cable Television segment revenue decreased by approximately $17.1 million to $159.0 million in 2025, primarily due to subscriber churn and lower advertising sales[184]. - Net revenue for the year ended December 31, 2025, decreased significantly, impacting broadcast and digital operating income, which fell to approximately $92.4 million from approximately $140.2 million in 2024, a decrease of approximately $47.7 million or 34.1%[199]. - Net revenue for 2025 was $374.4 million, a decrease of 16.7% from $449.7 million in 2024[201]. Operating Performance - Total operating expenses increased by 3.7% to $544.5 million in 2025, with significant increases in impairment of goodwill and intangible assets by 26.4%[182]. - Operating loss for 2025 was $170.1 million, compared to a loss of $75.6 million in 2024, reflecting a significant increase in losses[182]. - Net loss from consolidated operations increased by 41.5% to $146.9 million in 2025, compared to $103.8 million in 2024[182]. - Broadcast and digital operating income fell to $92.4 million in 2025, down 34.1% from $140.2 million in 2024[201]. - Adjusted EBITDA decreased to $56.7 million in 2025, a decline of 45.4% compared to $103.5 million in 2024[202]. Expenses and Impairments - Selling, general and administrative expenses decreased to approximately $207.3 million for the year ended December 31, 2025, down from $224.8 million in 2024, a decrease of approximately $17.5 million[187]. - Stock-based compensation expense was approximately $1.9 million for the year ended December 31, 2025, compared to approximately $5.7 million in 2024, a decrease of approximately $3.8 million or 66.6%[188]. - Depreciation and amortization expense increased to approximately $18.1 million for the year ended December 31, 2025, from approximately $7.7 million in 2024, an increase of approximately $10.4 million[189]. - Impairment of goodwill and intangible assets was approximately $191.8 million for the year ended December 31, 2025, compared to approximately $151.8 million in 2024, an increase of approximately $40.1 million or 26.4%[190]. - The Company recognized an impairment loss of approximately $127.8 million within the Radio Broadcasting segment for the year ended December 31, 2025[276]. - An impairment loss of approximately $53.1 million was recognized for the Cable Television reporting unit as of December 31, 2025, attributed to declining revenue and macroeconomic conditions[263]. Debt and Financing Activities - The company repurchased approximately $96.7 million of its 2028 Notes at an average price of 53.6% of par during 2025[215]. - The company issued $291.0 million aggregate principal amount of 7.625% Second Lien Senior Secured Notes due 2031 as part of the 2025 Refinancing[216]. - The company issued $60.6 million aggregate principal amount of 10.500% First Lien Senior Secured Notes due 2030 on December 18, 2025[222]. - The company recorded a net gain on retirement of debt of approximately $44.0 million during the year ended December 31, 2025[215]. - The 2031 Second Lien Notes are secured on a second-lien priority basis by collateral owned by the Company and each guarantor[220]. Cash Flow and Liquidity - Net cash flows provided by operating activities decreased to approximately $4.2 million in 2025 from $37.5 million in 2024, primarily due to decreased profitability and timing of interest payments[239]. - Net cash flows used in investing activities increased to approximately $10.3 million in 2025 from $1.6 million in 2024, driven by capital expenditures of approximately $10.1 million in 2025[240]. - Net cash flows used in financing activities decreased to approximately $105.1 million in 2025 from $131.8 million in 2024, primarily due to reduced common stock and debt repurchase activity[241]. - The company’s borrowing capacity was approximately $40.3 million as of December 31, 2025, after drawing down on the Current ABL Facility[301]. Strategic Focus and Future Plans - The company plans to focus on growing market share and diversifying revenue through a multimedia strategy in 2026[169]. - The Company increased its ownership in Reach Media to 100% after purchasing the remaining 5.4% of non-controlling interest for $1.3 million on February 25, 2026[296]. Contractual Obligations and Leases - The company has scheduled contractual obligations totaling $728.8 million as of December 31, 2025, with significant payments due in 2026 ($108.3 million) and 2027 ($73.6 million)[297]. - The company has non-cancelable operating leases with obligations totaling $65.7 million over the next several years[291]. - Approximately $118.2 million of other operating contracts and agreements has not been recorded on the consolidated balance sheets as of December 31, 2025[300].