Financial Performance - For the year ended December 31, 2025, the company recognized a total of $18.8 million in impairment losses, primarily due to accepting offers to sell below carrying value [175]. - The company recorded a gain on the sale of real estate totaling $20.3 million for the year ended December 31, 2025, compared to a gain of $10.7 million in 2024 [189]. - General and administrative expenses increased by $1.9 million to $31.9 million, driven by a rise in severance expenses [188]. - The company experienced net operating cash outflows of $34.9 million during the year ended December 31, 2025, as property rental income did not fully cover obligations [197]. - The company reported net cash used in operating activities of $34.9 million for the year ended December 31, 2025, compared to $53.5 million in 2024, reflecting a decrease of $18.6 million [213]. - Net cash provided by investing activities increased to $198.5 million in 2025 from $126.9 million in 2024, an increase of $71.6 million [213]. - The company recognized impairment losses of $18.8 million and $87.5 million for the years ended December 31, 2025, and 2024, respectively [222]. Asset Sales and Investments - The company sold five wholly owned assets during the year, generating gross proceeds of $222.6 million, and monetized two unconsolidated properties for an additional $8.1 million [176]. - The company generated approximately $986.8 million in gross proceeds from the sale of 90 Consolidated Properties from July 2017 to December 31, 2021, and an additional $438.1 million from 40 Consolidated Properties sold from December 31, 2021, to October 24, 2022 [201]. - From October 24, 2022, to December 31, 2025, the company expects to sell 94 Consolidated Properties, generating approximately $1.2 billion in gross proceeds [201]. - The company sold interests in 15 Unconsolidated Properties for approximately $278.1 million from July 2017 to December 31, 2021, and 8 Unconsolidated Properties for approximately $84.8 million from December 31, 2021, to October 24, 2022 [201]. - The company anticipates generating approximately $159.6 million from the sale of interests in 12 Unconsolidated Properties from October 24, 2022, to December 31, 2025 [201]. - The company invested $26.3 million in consolidated properties and $0.5 million in unconsolidated entities during the year ended December 31, 2025 [212]. Debt and Interest - Interest expense decreased by $4.7 million to $20.3 million due to partial pay downs of the Term Loan Facility [196]. - The company repaid $190.0 million against the principal of the Term Loan Facility during the year ended December 31, 2025, leaving an outstanding balance of $50.0 million [206]. - As of December 31, 2025, the company had $50.0 million of consolidated debt, all borrowed under a fixed-rate Term Loan Facility [227]. - The estimated fair value of the company's consolidated debt as of December 31, 2025, was $50.0 million, calculated based on current market prices and discounted cash flows [228]. Rental Income and Expenses - Rental income increased by $0.5 million to $17.6 million for the year ended December 31, 2025, primarily due to lease up at the Aventura, FL property [183]. - Property operating expenses decreased by $2.4 million to $13.98 million, mainly due to reductions in common area maintenance costs and insurance expenses related to sold properties [184]. Dividends - The company did not declare dividends on Class A common shares during 2025, with the last dividend declared on February 25, 2019 [207].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________________ to OR ☐ SHELL COMPANY ...

Product Development and Clinical Trials - Adimune's first product candidate, ADI-100, targets glutamic acid decarboxylase (GAD) implicated in type-1 diabetes and has shown effectiveness in preclinical studies[17]. - Preclinical studies for ADI-100 demonstrated safety with no drug toxicity and no antibody formation, supporting its potential for restoring durable tolerance[18]. - Adimune plans to initiate human trials for Stiff Person Syndrome in 2026, with an expected enrollment of 10-20 patients, pending regulatory approvals[21]. - The Mitomic Prostate Test (MPT™) is being developed to quantify the 3.4kb mtDNA deletion, potentially aiding in the identification of clinically significant prostate cancer in men with PSA levels below 10 ng/ml[44]. - The Mitomic Endometriosis Test (MET™) aims to quantify mtDNA deletions associated with endometriosis, a condition affecting approximately 10% of women[45]. - The average time to diagnose endometriosis is ten years, with over 90% of diagnosed patients experiencing moderate to severe symptoms[46]. - The successful completion of preclinical and clinical trials is critical, with the risk of adverse events leading to regulatory delays or denials[128]. - The regulatory approval process for the company's product candidates is complex and uncertain, which may delay or prevent commercialization[113]. - The company may face substantial delays in completing clinical studies, which could lead to increased costs and potential failure to demonstrate safety and efficacy to regulatory authorities[115]. - Delays in reaching agreements with regulatory agencies and contract research organizations (CROs) could significantly impact the clinical trial timeline[118]. Technology and Innovation - Pearsanta is developing molecular tests based on mitochondrial DNA (mtDNA) for early cancer detection, with two product candidates in development[29][31]. - Pearsanta acquired assets from MDNA Life Sciences, enhancing its capabilities in mtDNA-based biomarker research[30]. - The Mitomic Technology platform aims to detect mutations in mtDNA for early disease detection, with ongoing development and validation required[37][41]. - AditxtScore technology provides a comprehensive immune system profile, with advantages including greater sensitivity and the ability to customize assays[33]. - Pearsanta acquired patents for Adductomics Technology, which detects DNA adducts as early indicators of genomic instability and cancer risk[47]. - The company plans to develop a platform for comprehensive assessment of DNA adducts using various sample types, with commercial diagnostic kits anticipated in the next two to three years[49]. Financial Performance and Risks - The company reported a net loss of $42,787,043 for the year ended December 31, 2025, compared to a net loss of $35,020,058 for 2024, indicating a year-over-year increase in losses of approximately 7.5%[102]. - As of March 30, 2026, the company's market capitalization is approximately $713,000, which raises concerns about compliance with Nasdaq's minimum market capitalization requirements[99]. - The company has generated no significant revenue from commercial sales to date, and its accumulated deficit as of December 31, 2025, stands at $209,808,770[102]. - The company is at risk of delisting from Nasdaq if its common stock trades below $1.00 for 30 consecutive trading days, with the stock currently trading below $1.00 for 6 consecutive days[96]. - Nasdaq has granted the company an extension until May 15, 2026, to regain compliance with listing requirements, but there is no assurance that the company will meet these requirements[95]. - The company may need to raise additional funding to support its operations and product development, but there is uncertainty regarding the availability of such funding on acceptable terms[108]. - The company has incurred significant losses since its inception and expects to continue operating at a net loss for several years as it develops its products[102]. - The company may face significant risks, including financial uncertainty, regulatory challenges, and competition, which could adversely affect its operations and stock price[92]. Mergers and Acquisitions - Adivir, Inc. was formed in April 2023 to advance clinical and commercial development of antiviral and antimicrobial solutions targeting life-threatening infections[50][51]. - Adifem, Inc. was established in April 2024 to focus on women's health, reflecting a strategic objective to invest in areas with significant unmet medical needs[53][54]. - The merger agreement with Evofem Biosciences was executed on December 11, 2023, with terms including the conversion of Evofem common stock into shares of the company's common stock[55][56]. - The company is required to make an equity investment of $2.0 million in Evofem by April 1, 2024, and an additional $1.5 million by April 30, 2024[60]. - The merger agreement was amended multiple times, with the latest amendment on July 12, 2024, reinstating the agreement and adjusting payment terms[64]. - The closing of the Merger is contingent upon shareholder approval, conversion of preferred stock to common stock, and sufficient financing for payment obligations[73][75]. - The Company must comply with Nasdaq's stockholders' equity requirement and other listing criteria for continued listing[76]. - The Company completed the purchase of 460 shares of Evofem F-1 Preferred Stock for $460,000[83]. - The Fourth Parent Equity Investment involved the purchase of 2,280 shares of Evofem Series F-1 Convertible Preferred Stock for $2,280,000[85]. - Evofem terminated the Merger Agreement on October 20, 2025, citing failure to obtain shareholder approval and the end date having passed[88]. Competition and Market Dynamics - The company faces substantial competition from multinational pharmaceutical companies and specialized biotechnology firms, which may hinder its ability to develop and commercialize products[138]. - Competitors may have greater financial, technical, and human resources, potentially limiting the company's market success[139]. - Mergers and acquisitions in the industry may concentrate resources among fewer competitors, increasing competitive pressure[140]. - The commercial success of product candidates will depend on acceptance by the medical community and various market factors, including pricing and reimbursement[126]. - The commercial success of the company's diagnostic tests depends on market acceptance among various stakeholders, including payers and providers[155]. - Maintaining strong relationships with healthcare professionals is crucial for the company's product development and market success[161]. - The company operates in highly competitive markets characterized by rapid technological changes and may struggle to compete effectively[162]. Regulatory and Compliance Issues - The company must maintain compliance with the Clinical Laboratory Improvement Amendment (CLIA) to perform testing, with potential penalties for non-compliance[131]. - Loss of CLIA certification or state laboratory licenses would limit the company's ability to offer assays, directly affecting revenue[133]. - The company is subject to milestone deadlines under the LLU License Agreement, with significant consequences for non-compliance, including potential termination of the license[134]. - The company must comply with various laws and regulations, and failure to do so could adversely affect its business and financial condition[209]. Intellectual Property Challenges - The company faces risks related to intellectual property, including the potential failure to obtain or maintain patents, which could impact its competitive position[184]. - The Leahy-Smith America Invents Act has increased uncertainties and costs related to patent applications and enforcement, potentially adversely affecting the company's business and financial condition[190]. - The company may face challenges from third-party claims regarding patent rights, which could lead to reduced patent scope or invalidation, allowing competitors to commercialize similar technologies[191]. - Patent enforcement is complex and costly, and there is a risk that patents could be deemed invalid or unenforceable in litigation[192]. - Even if patents are issued, they may not provide meaningful protection against competitors who can develop similar technologies[193]. - The company may incur significant costs from litigation to protect intellectual property rights, which could distract management and impact financial performance[195]. - There is a risk of third-party claims alleging infringement of intellectual property rights, which could require the company to obtain licenses on potentially unfavorable terms[197].

Company Overview - As of December 31, 2025, the company manages or advises approximately $93.1 billion in combined assets[26]. - The company has approximately 490 professionals operating in 19 cities across 9 countries[26]. - The company disposed of its International Real Estate segment and is now organized as one reportable segment as of September 30, 2025[28]. - The company had $93.1 billion in Assets Under Administration (AUA) as of December 31, 2025[29]. Investment Strategies and Performance - The internally managed TIG Arbitrage strategy has approximately $1.8 billion of AUM as of December 31, 2025[39]. - The Romspen Real Estate Bridge Lending Strategy has approximately $1.9 billion of AUA as of December 31, 2025[40]. - The Zebedee European Equities Strategy has approximately $2.5 billion of AUA as of December 31, 2025[41]. - The Arkkan Asian Credit and Special Situations Strategy has approximately $1.1 billion of AUA as of December 31, 2025[42]. - Management fees are typically charged at approximately 0.75% to 1.5% of the net asset value of the underlying investments[47]. - Incentive fees for the internally managed TIG Arbitrage fund range from 15% to 20% of net profits[52]. - For the year ended December 31, 2025, 82% of AlTi's revenue was generated from stable management or advisory fees, with a client retention rate of 96% since 2021[70]. - AlTi's assets invested in impact strategies reached $5.0 billion as of December 31, 2025, indicating a key growth area within its wealth management platform[78]. Growth and Market Opportunities - Tiedemann Wealth Management (TWMH) acquired Presidio Capital Advisors with approximately $4.1 billion AUM and Threshold Group with approximately $3.8 billion AUM, enhancing its commitment to Impact Investing[60]. - AlTi's strategic partnership with Allianz and Constellation involves a combined investment of up to $450 million, with Allianz contributing $250 million and Constellation $150 million[64][65]. - AlTi's addressable market for UHNW clients is estimated at $102 trillion, expected to grow at a 7% CAGR by 2028, with a projected generational wealth transfer exceeding $124 trillion by 2048[69]. - AlTi plans to expand its investment strategies and market presence, focusing on private markets and Impact Investing solutions appealing to UHNW clients[75]. - The company has identified a pipeline of potential acquisitions to enhance its wealth management business, leveraging its track record of executing strategic transactions[73]. Regulatory and Compliance Risks - The company operates under strict regulatory oversight, including compliance with the SEC's Advisers Act and Investment Company Act, which impose significant restrictions and fiduciary duties on investment advisers[93][94]. - The company is subject to various data privacy and cybersecurity regulations, including the EU General Data Protection Regulation and the California Consumer Privacy Act, which could result in fines and reputational harm if not complied with[91][92]. - The company may face increased regulatory scrutiny and compliance costs due to evolving financial regulations, particularly in the United States[95][106]. - The financial services industry is facing a challenging regulatory environment, with increased scrutiny from regulators such as the SEC and UK FCA, which could lead to significant costs and operational impacts[195]. - Compliance with MiFID II has resulted in greater complexity and higher operational costs, potentially compounded by Brexit-related regulatory divergence[203]. - The SEC's increased regulation of the asset management industry focuses on fees, expense allocations, and cybersecurity, which may impact the company's operations[199]. Financial Performance and Risks - The company faces risks from macroeconomic conditions, including high inflation and interest rates, which could adversely affect its financial performance and the performance of its investment products and services[112][113]. - The company relies on fees correlated to assets under management and advisement, making it vulnerable to poor investment performance or significant client terminations, which could materially impact its financial condition[103]. - The company has identified material weaknesses in its internal control over financial reporting, which could harm its operating results and ability to maintain effective controls[106]. - The company’s investment products and services may experience decreased revenues and financial losses during periods of difficult market conditions, impacting their ability to raise capital[109]. - Significant fluctuations in securities prices have materially affected the value of managed assets, influencing investment decisions and potentially reducing revenue from asset-based fees[115]. - The COVID-19 pandemic has had a long-term negative impact on commercial real estate assets, particularly in office properties, leading to lower occupancy and rental rates[116]. - The company may face liquidity constraints and impaired access to funding sources due to adverse developments in the financial services industry, which could affect business operations and financial condition[118]. - Revenue is derived from fees correlated to assets under management (AUM) and assets under advisement (AUA), with poor investment performance potentially leading to a decline in revenues[127]. Operational Challenges - The company is expanding its operations internationally, which exposes it to various legislative frameworks and regulatory risks in new jurisdictions[98]. - The company must manage and staff foreign operations effectively to maintain profitability and compliance with non-U.S. standards[186]. - The company is expanding its business by entering new lines of business and geographic markets, which may increase operational costs and regulatory complexities[191]. - Future acquisitions may not yield anticipated benefits or may take longer to realize, affecting financial performance[157]. - The integration of acquisitions may present challenges that could materially affect financial position and results of operations[158]. Conflicts of Interest and Governance - The company faces conflicts of interest in allocating investment opportunities among funds, which may lead to disproportionate allocations[167]. - Increased regulatory scrutiny regarding cost and expense allocations could harm the company's reputation and investor confidence[169]. - The company may experience conflicts of interest related to performance income, potentially leading to more speculative investments[172]. - The company has implemented procedures to mitigate conflicts of interest, but these may reduce potential synergies across its various businesses[173]. Market Conditions and Future Outlook - Changes in market and economic conditions could lower asset values and decrease demand for investment solutions, potentially leading to significant adverse effects on financial results[114]. - The company has significant exposure to political and trade tensions between the U.S. and China, which could adversely affect its operations in Hong Kong[188]. - The company is exploring growth opportunities through acquisitions and partnerships, but there is no assurance of successful execution or favorable financial results[191]. - Future laws and regulations in the EEA, EU, UK, and other operational countries may affect business costs, risks, and capital raising capabilities[208].

Store Openings and Expansion - In fiscal 2025, the company opened eight Dave & Buster's stores and three Main Event stores, with future openings dependent on various factors[36] - The average size of new Dave & Buster's stores opened in fiscal 2025 was approximately 28,000 square feet[39] - The company plans to open a total of 37 franchised Dave & Buster's locations under five international franchise partnerships[41] - The first international franchise location was opened in Bengaluru, India, in December 2024, followed by additional locations in Mumbai, Manila, and Santo Domingo[42] Financial Performance and Returns - Target new store returns of at least 30% and 25% cash-on-cash returns over one and five-year periods, respectively[34] - Revenue is influenced by seasonal shifts, with higher revenues typically seen during spring and year-end holidays, while the third quarter historically shows lower revenues[70] - As of February 3, 2026, the company had $170.0 million outstanding on its Revolving Credit Facility and $1,382.3 million under the term loan facility, with a potential $15.5 million impact from a hypothetical one percentage point interest rate change[233] - Inflationary pressures could adversely affect the company's financial condition if multiple costs rise simultaneously without the ability to adjust prices accordingly[234] Customer Engagement and Satisfaction - The company aims to enhance customer satisfaction through continuous updates to entertainment, food, and beverage offerings[35] - The mobile application and web platforms have been enhanced to provide exclusive offers and track in-store transactions for customer retention programs[62] - The company has implemented a creative strategy to enhance in-store experiences, focusing on seasonal messaging and innovative offerings to attract both adults and families[63] Marketing and Brand Strategy - The company utilizes a data-driven marketing strategy to drive awareness and strengthen brand relevance[60] - The company has invested in technology to modernize store systems, enhancing customer engagement through mobile applications and self-service kiosks[68] Operational Efficiency and Management - Approximately 23,610 team members are employed across both brands, with 88.8% being store hourly team members[47] - The company’s workforce management platform allows for real-time adjustments to labor based on business needs, optimizing operational efficiency[67] - The company utilizes various management information systems to improve operational efficiencies and provide timely access to financial and marketing data[66] Regulatory and Risk Management - The company is subject to various government regulations affecting operations, including health, safety, and consumer protection laws[73] - The company faces commodity price risks, particularly in food and beverage costs, which can significantly impact overall expenses due to market fluctuations[232] - The company actively monitors and protects its intellectual property, including trademarks and trade secrets, to maintain competitive advantages[72] Philanthropy - The company has invested over $20 million cumulatively in support of the Make-A-Wish Foundation since April 2012[58]

Washington, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission File Number 001-33038 Alaunos Therapeutics, Inc. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organ ...

(Exact name of Registrant as specified in its Charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39826 Banzai International, Inc. Delaware 85-3118980 (State or other jurisdict ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39826 Banzai International, Inc. (Exact name of Registrant as specified in its Charter) Delaware 85-3118980 (State or other jurisdict ...

Financial Performance - Total revenue for Q4 2025 was $0.4 million, a 100% increase from $0.2 million in Q4 2024[5] - Annual revenue for 2025 was $2.0 million, up from $0.9 million in 2024, representing a 122% increase[5] - For the three months ended December 31, 2025, total revenues were $405,951, compared to $199,749 for the same period in 2024, representing a 103.5% increase[32] Net Loss - Net loss for Q4 2025 was $4.0 million, or $0.28 per share, compared to a loss of $4.6 million, or $0.42 per share in Q4 2024[11][12] - Annual net loss for 2025 was $17.9 million, or $1.38 per share, compared to a loss of $14.3 million, or $1.40 per share in 2024[11][12] - The net loss for the twelve months ended December 31, 2025, was $17,932,880, compared to a net loss of $14,277,994 for 2024, indicating a 25.5% increase in losses year-over-year[32] Adjusted EBITDA - Adjusted EBITDA loss for Q4 2025 was $3.0 million, an improvement from a loss of $4.1 million in Q4 2024[13] - Adjusted EBITDA for continuing operations for the twelve months ended December 31, 2025, was $(14,364,817), compared to $(11,878,801) for 2024, reflecting a 20.9% increase in adjusted losses[28] Operating Expenses - Total operating expenses for the twelve months ended December 31, 2025, were $20,194,180, compared to $15,570,776 for 2024, marking a 29.5% increase[32] - The Company incurred stock-based compensation of $3,440,357 for the year ended December 31, 2025, compared to $2,612,164 in 2024, a rise of 31.6%[37] Cash and Assets - Cash and cash equivalents decreased to $4,608,073 as of December 31, 2025, down from $8,471,561 at the end of 2024, a decline of 45.6%[35] - The Company’s total assets decreased to $9,981,930 as of December 31, 2025, from $14,471,377 in 2024, a decline of 30.5%[35] - The Company reported a net cash outflow from operating activities of $(14,991,491) for the year ended December 31, 2025, compared to $(11,623,019) for 2024, indicating a 28.8% increase in cash burn[37] Booked Annual Recurring Revenue (bARR) - The gross Booked Annual Recurring Revenue (bARR) for Q4 2025 was $0.1 million, down from $7.1 million in Q4 2024[15] - The net amount of bARR for 2025 was a negative $6.3 million, compared to a positive $7.4 million in 2024[16] - The Company reported a Booked Annual Recurring Revenue (bARR) that is expected to grow based on contracted orders, with a focus on Committed Annual Recurring Revenue (cARR) and Usage Above Commitments (UAC) as key metrics for future revenue trends[28] Partnerships and Agreements - The company signed a full production agreement with a top-20 global retailer, leading to a 472% increase in user enrollment for biometric accounts[9] - The company expanded its partnership with NESIC, integrating biometric identity verification into NESIC's platform for enterprise onboarding[9] Remaining Performance Obligation (RPO) - Remaining Performance Obligation (RPO) as of December 31, 2025, was $2.2 million, significantly down from $14.3 million as of December 31, 2024[14] Shares Outstanding - The weighted average shares outstanding increased to 14,398,069 for the three months ended December 31, 2025, compared to 10,920,872 for the same period in 2024, an increase of 31.5%[32]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41593 ISRAEL ACQUISITIONS CORP (Exact name of registration as specified in its charter) | Cayman Islands | | 87-3587394 | | --- | --- | --- | | (State or other ...