Revenue Performance - Fourth quarter revenue for 2025 was approximately $1.4 million, a 113% increase from $0.64 million in the third quarter[1] - Full year revenue for 2025 totaled $3.7 million, down from $7.8 million in 2024, primarily due to the absence of two large deals from the previous year[4] - Revenues for the year ended December 31, 2025, were $3,671,000, a decrease of 52.7% compared to $7,760,000 in 2024[27] Profitability and Loss - Fourth quarter gross margin improved to 35%, up from 28% in the third quarter[3] - Gross profit for 2025 was $1,218,000, down from $4,270,000 in 2024, reflecting a gross profit margin of 33.2% compared to 55.0% in the previous year[27] - Operating loss for 2025 was $7.2 million, compared to $3.8 million in 2024, driven by lower sales and consistent operating expenditures[11] - Operating loss increased to $7,185,000 in 2025 from $3,758,000 in 2024, indicating a significant rise in operating expenses[27] - Net loss for 2025 was $8.3 million, an increase from a net loss of $4.4 million in 2024, attributed to lower sales and a one-time financial commitment expenditure[13] - Net comprehensive loss for the year was $8,261,000, compared to a loss of $4,374,000 in 2024, resulting in a net loss per share of $5.68[27] - Non-GAAP Adjusted EBITDA for 2025 was $(6,856,000), compared to $(3,481,000) in 2024, showing a worsening operational performance[35] Expenses - Research and Development expenses for 2025 were $2.6 million, up from $2.4 million in 2024, due to currency exchange impacts[6] - Sales and marketing expenses increased to $2.9 million in 2025 from $2.6 million in 2024, primarily due to consultant engagements[8] - Research and development expenses rose to $2,638,000 in 2025 from $2,383,000 in 2024, highlighting continued investment in innovation[27] Financial Position - As of December 31, 2025, the company had approximately $4 million in cash and cash equivalents, with an additional $7.3 million raised through its ATM facility[15] - Total current liabilities decreased to $3,492,000 in 2025 from $4,583,000 in 2024, while total liabilities decreased to $4,733,000 from $5,240,000[25] - Total shareholders' equity increased significantly to $4,797,000 in 2025 from $2,985,000 in 2024, reflecting a stronger equity position[25] - Cash and cash equivalents at the end of 2025 were $4,057,000, up from $1,967,000 at the end of 2024, indicating improved liquidity[30] Business Development - Actelis expanded its footprint in federal and defense markets, securing deployments for U.S. military base connectivity and FAA infrastructure initiatives[7] - The company completed its MDU product family development in 2025, enabling deployments in hotels and sports venues[7] Financing Activities - Proceeds from financing activities in 2025 totaled $9,797,000, significantly higher than $3,093,000 in 2024, indicating successful capital raising efforts[30]

Revenue and Customer Base - Actelis Networks derives approximately 73% and 72% of its revenues from IoT customers for the years ended December 31, 2025, and December 31, 2024, respectively [27]. - The top ten customers accounted for approximately 62% and 74% of total revenues for the years ended December 31, 2025, and December 31, 2024, respectively [28]. Financial Position - As of December 31, 2025, Actelis had an accumulated deficit of $52 million and cash on hand of $4.4 million [29]. - The company reported a net loss of $8.3 million for the year ended December 31, 2025, and an accumulated deficit of $52 million as of the same date [193]. - Negative cash flows from operations were $7.7 million for the year ended December 31, 2025 [195]. - The company has cash on hand of $4.4 million, with long-term restricted bank deposits of $30 thousand and $91 thousand as of December 31, 2025 [195]. Product Development and Innovation - The company launched its MetaShield AI-Powered SaaS solution in December 2024, designed to monitor and protect IoT devices [26]. - Actelis' hybrid fiber networking solutions can deliver connectivity speeds of up to multi-Gigabit while supporting Fiber-grade reliability [19]. - In 2025, Actelis enhanced its service capabilities in monitoring market vulnerabilities, offering embedded software upgrades to protect against emerging threats [41]. - The company has invested nearly $100 million in developing its patented "Triple Shield" technology, enhancing connectivity performance and security through features like 256-bit encryption [101]. - In 2023, the company launched the "Gigaline" product family, addressing challenges in hybrid-fiber connectivity for IoT and telecom customers [102]. - The GL800 product line extends multi-gigabit fiber-grade connectivity to various installations, including buildings and 5G base stations [103]. - The GL900 product line enables Gigabit connectivity from fiber installations to individual offices and apartments, targeting over 20 million buildings in the US [104]. - The GL5000 and GL6000 product groups introduced in 2023 include over 40 variants of hardened, 10Gbps fiber switches for the IoT market [105]. - The MetaShield product, set to launch in 2024, is an AI-powered cybersecurity solution designed to monitor IoT devices for cyber risks and operational anomalies [107]. - The EMS network management software has been enhanced to support new products and includes advanced security features for better cyber protection [106]. Market Trends and Opportunities - The Edge AI market is projected to grow from approximately $20 billion in 2024 to nearly $190 billion by 2033, indicating significant market potential [46]. - The global cybersecurity market is expected to increase from approximately $240 billion in 2024 to nearly $500 billion by 2033, highlighting the demand for robust cybersecurity solutions [46]. - The Smart Transportation market is projected to exceed $250 billion by 2029, driven by the modernization of intelligent transportation systems [46]. - The Broadband Equity program has allocated $28 billion to modernize high-speed internet access across all 50 states, targeting underserved communities [48]. Capital Raising and Financial Compliance - In a private placement on June 30, 2025, the company raised approximately $1 million by issuing 162,602 shares of Common Stock at $6.15 per share [49]. - The Series A-3 and A-4 Warrants, exercisable at $6.15 per share, were issued in conjunction with the private placement, allowing for potential future capital [50][51]. - The company raised approximately $1.6 million from the exercise of existing warrants at a reduced price of $3.70 per share, enhancing its liquidity position [69]. - The Company entered into a Common Stock Purchase Agreement with White Lion Capital, allowing for the purchase of up to $30,000,000 in newly issued shares of Common Stock [74]. - The Company is required to file a Resale Registration Statement with the SEC for the shares issued under the Common Stock Purchase Agreement within five business days [75]. - The Company agreed to hold a Special Meeting to obtain shareholder approval for issuing Common Stock beyond the Exchange Cap within 120 days of October 1, 2025 [77]. - If shareholder approval is not obtained, the Company must call additional Special Meetings every 90 days for up to 360 days [78]. - The Company issued shares to White Lion as Commitment Shares valued at $750,000, calculated based on the lowest traded price of the Common Stock prior to issuance [79]. - The December 2025 Offering raised approximately $5 million from the sale of 4,352,500 shares of Common Stock and associated warrants [92]. - The net proceeds from the December 2025 Offering were approximately $4.46 million after deducting fees and expenses [97]. - The Board authorized an expansion of the stock repurchase program to a maximum aggregate purchase price of $1.5 million, with $50,000 already repurchased [99]. Compliance and Regulatory Issues - The company received a notification from Nasdaq regarding non-compliance with the Minimum Shareholders' Equity Requirement of $2,500,000 [55]. - Following a special meeting, the company regained compliance with Nasdaq listing requirements on August 27, 2024, but remained under a panel monitor until August 27, 2025 [56]. - The company was notified on May 12, 2025, of non-compliance with the Bid Price Rule, requiring a minimum bid price of $1.00 per share [201]. - The company faced potential delisting due to non-compliance with the Minimum Shareholders' Equity Requirement as of June 30, 2025 [202]. - A reverse stock split was executed on November 18, 2025, to help regain compliance with Nasdaq listing requirements [204]. - The company regained compliance with the Bid Price Rule on December 3, 2025, closing the previously disclosed listing matter [205]. - The company will remain under a one-year "Panel Monitor" to ensure compliance with Nasdaq listing requirements through December 5, 2026 [206]. - The company may face immediate delisting if its market value of listed securities remains below $5 million for 30 consecutive business days [212]. Strategic Focus and Growth Initiatives - The company aims to become the global leader in cyber-secure, cost-effective, and quick-to-deploy hybrid networking solutions for wide-area applications [32]. - The company has established a strong reputation with over 100 telecom service providers globally, focusing on both telecom and fast-growing IoT markets [115]. - The sales and marketing strategy includes a multi-channel approach with partners across North America, Europe, and Asia, enhancing the company's credibility and market reach [127]. - The company has focused sales efforts on the Programs of Record (PoRs) in the Department of War since late 2025, aiming to become the default technology in several branches [129]. - The company currently has projects in over 100 cities, primarily in North America and Europe, under the Smart City initiative [131]. - The company has signed an agreement to provide solutions to hundreds of airports in 39 countries since 2022, targeting airport security and baggage management [133]. - The company has entered into several large multi-year contracts with ITS, military, and airports, which will generate predictable sales for the coming years [160]. - The company is investing in expanding its sales and marketing presence in Federal and Military sectors, hiring key personnel to drive growth [159]. - The company is pursuing growth through mergers and acquisitions to fill business gaps and enhance offerings without lengthy marketing cycles [168]. - The company has projects in the Energy and Water sector, focusing on sub-station monitoring and pipeline security, with operations in North America and Europe [134]. - The company aims to leverage its unique value in IoT verticals, particularly in Federal/Military and Smart Cities, to enhance global recognition and coverage [157]. Operational Challenges and Risks - The company is subject to various federal, state, and foreign laws and regulations regarding environmental matters, which may impact operations [176]. - The company relies on a combination of trade secrets, patents, and trademarks to protect its intellectual property, with 29 patents granted in the U.S. [177][178]. - The company has a history of net losses and may incur substantial losses in the future, raising doubts about its ability to continue as a going concern [185]. - The company is focused on serving IoT verticals while continuing to serve existing Telco customers, which may complicate growth evaluation [186]. - The company has received Israeli government grants for research and development, which require compliance with specific conditions to avoid penalties [190]. - The company may continue to incur negative cash flow from operating and investing activities due to ongoing research and development, sales and marketing, and general administrative expenses [196]. - There is substantial doubt regarding the company's ability to continue as a going concern, which may limit its ability to raise additional funds through equity or debt securities [197].

Financial Performance - Net sales for 2025 were $515 million, a decrease of 6% compared to $547 million in 2024[3] - The company reported a GAAP net loss of $50 million for 2025, an improvement from a net loss of $126 million in 2024[3] - Adjusted EBITDA for 2025 was $39.2 million, slightly up from $39.1 million in 2024[3] - Gross profit margin improved to 29% in 2025, up from 22% in 2024, reflecting better operational efficiency[21] - The company forecasts adjusted EBITDA in the range of $44 million to $48 million for 2026[1] - Net loss for 2025 was $49,882 million, a significant improvement from a loss of $126,340 million in 2024[23] - Adjusted EBITDA for 2025 was $39,207 million, slightly up from $39,101 million in 2024[25] - The company reported a provision for income taxes of $2,679 million in 2025, down from $5,882 million in 2024[25] Sales Performance - U.S. crop sales decreased by 3% to $221.4 million, while U.S. non-crop sales increased by 10% to $90.3 million[21] - International sales fell by 14% to $203.4 million, contributing to the overall decline in net sales[21] Capital Structure and Liquidity - The company has entered into two new term loan agreements totaling $285 million, enhancing its capital structure and liquidity[3] - Cash flows from operating activities showed a net cash used of $21,191 million in 2025, compared to a net cash provided of $3,923 million in 2024[23] - Capital expenditures in 2025 were $3,919 million, down from $7,279 million in 2024[23] - Net cash provided by financing activities increased to $23,704 million in 2025 from $4,540 million in 2024[23] - The company had a cash balance of $12,425 million at the end of 2025, slightly down from $12,514 million at the end of 2024[23] - Payments under line of credit agreements were $223,465 million in 2025, compared to $294,356 million in 2024[23] Operational Changes - The company plans to rationalize its Los Angeles manufacturing facility, which is expected to lead to long-term operational efficiencies[2] - Personnel changes in the management of the commercial team are expected to enhance customer focus and increase sales volumes[2] Asset Management - The company incurred impairment of assets totaling $25,395 million in 2025, down from $50,414 million in 2024[23] - The company reported a decrease in customer prepayments of $19,582 million in 2025, compared to a decrease of $12,882 million in 2024[23]

Cash and Cash Equivalents - As of December 31, 2025, the company had cash and cash equivalents totaling $12,040,789, primarily invested in demand deposit accounts and money market funds[474]. - The company considers all highly liquid debt instruments purchased with a maturity of three months or less as cash equivalents, focusing on capital preservation and liquidity needs[474]. Market Risk and Investment Income - The company's cash equivalents are subject to market risk due to changes in interest rates, which may adversely affect the market value of fixed-rate securities[475]. - Future investment income may fall short of expectations due to changes in interest rates, potentially leading to losses in principal if securities are sold at a loss[475].

Financial Performance - Future Fintech reported a fiscal year-end revenue of $50 million, representing a 20% increase compared to the previous year[11] - The company reported a net loss of $2 million for the fiscal year, primarily due to increased operational costs[11] Business Strategy - The company aims to expand its supply chain financing services in China, targeting a market growth rate of 15% annually[13] - Future Fintech plans to introduce three new financial technology products in the next fiscal year, with an estimated investment of $5 million[11] - Future Fintech is exploring potential mergers and acquisitions to strengthen its market position in the financial technology sector[11] - The company anticipates a 10% increase in customer acquisition through enhanced digital marketing strategies[11] Regulatory and Compliance Risks - Future Fintech is subject to regulatory risks in China, which could affect its ability to operate and expand[21] - Compliance with the New Overseas Listing Rules is currently lacking, which may lead to sanctions from the CSRC[21] - The Holding Foreign Companies Accountable Act poses regulatory risks that could affect Future FinTech's operations in mainland China[21] - The Chinese government's influence over business operations may result in material changes that could hinder Future FinTech's ability to offer securities[21] - Uncertainties in the interpretation of PRC laws may negatively impact Future FinTech's business operations and share value[21] Legal and Litigation Issues - The company is currently involved in litigation with FT Global Capital, which may impact its financial condition[13] - Future FinTech is involved in disputes and legal proceedings that could materially affect its business and financial condition[18] Market and Competitive Landscape - The supply chain financing service industry in China is rapidly evolving and increasingly competitive, posing risks to Future FinTech's market position[18] Cybersecurity Measures - The company has implemented cybersecurity measures to mitigate risks, with an estimated cost of $1 million for the upcoming year[18] - Cybersecurity risks may lead to increasing costs for Future FinTech as it seeks to minimize these risks[18] Stock Market Compliance - Future Fintech's common stock has faced delisting risks from NASDAQ due to compliance issues, necessitating a reverse stock split[21] - Future FinTech has implemented a reverse stock split to address NASDAQ minimum bid price requirements, with no assurance of future compliance[21] - Future FinTech's common stock has faced delisting risks from NASDAQ in recent years[21] - Future FinTech's listing readiness and preparatory consulting services are in an early stage, subject to regulatory interpretation and execution risks[18]

Financial Performance and Losses - The company incurred net losses of approximately $34.0 million and $35.5 million for the years ended December 31, 2025 and 2024, respectively, with an accumulated deficit of approximately $407.1 million as of December 31, 2025[87][88]. - The company expects to continue incurring significant losses for at least the next few years due to ongoing expenses related to product development and market entry[87]. - The company anticipates substantial pricing pressure from automotive OEMs, Tier 1 suppliers, and lidar competitors, which may adversely affect revenue from product licensing and sales[122]. - The company is facing significant challenges in achieving profitability due to high costs associated with strategic initiatives and the early stage of market opportunities, which may take years to generate demand[104]. - The company’s financial results are subject to significant quarterly fluctuations, influenced by factors such as order timing, pricing strategies, and customer purchasing cycles[95][96]. Capital and Funding - The company may need to raise additional capital to execute its business plan, which could lead to significant dilution for existing shareholders if capital is raised through equity issuance[90]. - The company has approximately $362.2 million of U.S. federal net operating loss carryforwards and approximately $268.7 million of state net operating loss carryforwards available to reduce future taxable income[187]. - Approximately $349.9 million of the U.S. federal operating loss carryforwards will be carried forward indefinitely, while approximately $12.2 million will begin to expire in 2033[187]. Market and Competitive Landscape - The company operates in a rapidly evolving market, making it difficult to predict future revenue and expenses accurately due to its limited operating history[100][101]. - The company is focused on developing strategic partnerships to enhance its market position and customer base[104]. - The company is pursuing opportunities in rapidly evolving markets, including autonomous driving and lidar-based ADAS applications, but faces uncertainty in customer adoption rates and demand for its products[159]. - The company operates in a highly competitive market with significant competition from companies with greater resources, which may lead to pricing pressure and reduced margins[170]. - Developments in alternative technologies, such as cameras and radar, may adversely affect demand for the company's lidar solutions, impacting financial results[176]. Supply Chain and Operational Risks - The company faces risks related to supply chain disruptions, including reliance on limited or single-source suppliers for key components, which could adversely affect product delivery and financial performance[85]. - A significant portion of components used in products are manufactured abroad, exposing the company to international risks such as tariffs and supply chain disruptions[114]. - The company has faced challenges in managing inventory and production, which could impact its ability to meet customer demand[104]. - The complexity of the company's products may lead to unforeseen delays or expenses due to defects or reliability issues, potentially harming market adoption and reputation[86]. - The company faces challenges in securing supply agreements due to potential renegotiations or terminations, which could adversely affect product pricing and future profitability[158]. Legal and Regulatory Risks - The company may face significant legal claims for product liability, which could result in direct or indirect costs adversely affecting business and operating results[150]. - The company is subject to various operational, financial, and regulatory risks associated with international markets[145]. - The company faces potential legal and regulatory proceedings that could impact profitability and financial position, including a claim for approximately $3.3 million from a former vendor[207]. - The company is subject to stringent compliance and reporting requirements related to product safety, which could impose significant civil penalties for violations[216]. - The company is subject to evolving regulatory schemes for autonomous driving and ADAS applications, which could impose limitations on lidar use and affect business operations[219]. Cybersecurity and Operational Disruptions - The company is subject to cybersecurity risks that could disrupt operations and compromise confidential information, with potential impacts on financial condition[195]. - A significant cyber incident could materially affect the company's business, prospects, financial condition, and operating results, with insurance coverage potentially insufficient to cover all losses[199]. - The company has implemented processes to mitigate cybersecurity risks, but these measures do not guarantee protection against potential cyber incidents[200]. Human Resources and Management - The company is highly dependent on its executive officers, and the loss of key personnel could adversely affect its business and operations[190]. - The company has faced challenges in attracting and retaining highly skilled personnel due to competition and stock price declines, impacting its ability to meet future needs[191]. - The company has not received an equity grant for over two years, increasing the risk of retention for its executive officers[191]. Stockholder and Market Risks - The company may experience significant volatility in its stock price due to retail investor interest, which could be unrelated to its operating performance[246]. - The company’s stock price could decline if analysts cease coverage or change their recommendations adversely[252]. - The exclusive forum provision in the company's Charter may limit stockholders' ability to bring claims in more favorable judicial forums, potentially discouraging lawsuits[260]. - The company does not expect to declare any dividends in the foreseeable future, which may require stockholders to rely on share sales for potential gains[261]. Environmental and Compliance Risks - The company is subject to environmental laws that could impose significant costs and delays in building production facilities, affecting financial condition[227]. - Compliance with the Dodd-Frank Act regarding conflict minerals may increase costs and limit the supply of certain metals used in manufacturing[229]. - The evolving regulatory landscape may necessitate costly updates to compliance measures, affecting operational costs and revenue[225].

Revenue Performance - Total revenue for Q4 2025 was $1,572 million, a 1% increase year-over-year, and full-year revenue reached $4,379 million, up 16% from 2024[4] - Rental Segment revenue grew 35% to $772 million in Q4 and 34% to $2,724 million for the full year, driven by significant customer demand[5] - Total revenues for the three months ended December 31, 2025, were $1,572 million, a slight increase from $1,553 million in the same period of 2024, while total revenues for the year ended December 31, 2025, reached $4,379 million, up from $3,764 million in 2024, representing a year-over-year growth of 16.3%[18] Profitability - Net income for Q4 2025 was $65 million, a 30% increase, while full-year net income was $40 million, up 1,233% from the previous year[5] - Gross profit for the three months ended December 31, 2025, was $441 million, compared to $341 million for the same period in 2024, indicating a gross profit margin increase from 22% to 28%[18] - Net income for the three months ended December 31, 2025, was $65 million, up from $50 million in the same period of 2024, while net income attributable to stockholders for the year was $3 million, a significant improvement from a loss of $37 million in 2024[18] EBITDA Metrics - Adjusted Core EBITDA for Q4 was $559 million, a 34% increase, and $1,667 million for the full year, up 32% year-over-year[5] - Core EBITDA for the year ended December 31, 2025, was $1,415 million, a 33.2% increase from $1,063 million in 2024[34] - Adjusted Core EBITDA for the year ended December 31, 2025, reached $1,667 million, up from $1,260 million in 2024[34] Operational Expansion - The company opened 95 new operational locations in 2025, ending the year with 385 locations, a 33% increase[5] - The company plans to continue its market expansion and product development initiatives, focusing on enhancing its rental and telematics services to drive future growth[18] Financial Position - The company reported total available liquidity of $1,345 million as of December 31, 2025, including $1,039 million from the asset-based revolving credit facility[14] - Total current assets increased to $1,730 million as of December 31, 2025, from $1,407 million in 2024, driven by higher accounts receivable and inventory levels[20] - Total liabilities rose to $5,099 million as of December 31, 2025, compared to $3,943 million in 2024, primarily due to an increase in long-term debt, which reached $3,268 million[20] Debt and Leverage - Net leverage increased to 3.2x as of December 31, 2025, up from 2.8x in 2024, reflecting the company's capital structure adjustments[14] - Net debt increased to $3,046 million as of December 31, 2025, from $2,235 million in 2024[36] - The net leverage ratio was 3.2x for the year ended December 31, 2025, compared to 2.8x in 2024[36] Equipment and Investment - Original Equipment Cost (OEC) under management increased to $8,780 million, reflecting a $727 million rise in Q4 alone[6] - The company invested $1,780 million in rental equipment during the year ended December 31, 2025, compared to $1,586 million in 2024, reflecting ongoing expansion efforts[22] Segment Performance - Equipment Rental and Services Operations segment revenue increased by 35.4% to $772 million for the three months ended December 31, 2025, compared to $570 million in the same period of 2024[32] - Adjusted EBITDA for the Equipment Rental and Services Operations segment rose by 46.9% to $332 million for the three months ended December 31, 2025, up from $226 million in 2024[32] - The Adjusted EBITDA margin for the Equipment Rental and Services Operations segment improved to 43.0% in Q4 2025, compared to 39.6% in Q4 2024[32] - Equipment Sales segment revenue decreased by 22.4% to $751 million for the three months ended December 31, 2025, down from $968 million in the same period of 2024[32] Future Projections - The company anticipates total revenue for 2026 to be between $5,051 million and $5,471 million, with Rental Segment revenue projected between $3,311 million and $3,587 million[10] - OWN Program payouts are expected to range from $891 million to $947 million in 2026, indicating continued growth in this segment[10]

Production and Sales - The Don David Gold Mine (DDGM) produced and sold a total of 23,125 gold equivalent ounces, consisting of 4,944 gold ounces and 1,461,898 silver ounces, with average prices of $3,657 and $45.48 per ounce respectively[21]. - DDGM produced and sold a total of 23,125 gold equivalent ounces, including 4,944 gold ounces and 1,461,898 silver ounces, with average prices of $3,657 and $45.48 per ounce, respectively[21]. Financial Performance - Total cash costs after co-product credits per gold equivalent ounce sold were $2,205, while all-in sustaining costs per gold equivalent ounce sold were $2,807[21]. - The company ended 2025 with a cash and cash equivalents balance of $25.0 million, an increase of $23.4 million from the previous year, primarily due to improved production and higher metal prices[21]. - Working capital at December 31, 2025, was $32.0 million, reflecting a 1,424% increase from $2.1 million at the end of 2024[21]. - The Company raised $2.5 million through a registered direct offering in January 2025 and $11.4 million in September 2025 from the sale of 25,315,954 shares at $0.45 per share[24]. - The Company raised approximately $8.6 million through its At-The-Market Offering Program during 2025[24]. - The Company received a tax refund of 79.6 million pesos (approximately $4.0 million) related to DDGM taxes paid in 2023[24]. Exploration and Development - The exploration program in 2025 focused on underground grade-control and infill drilling, particularly in the Three Sisters and Arista vein systems, positioning the company for continued expansion drilling in early 2026[21]. - The exploration program in 2025 focused on underground grade-control and infill drilling, with significant advancements in the Three Sisters and Arista vein systems[21]. - The company expects to achieve positive operating income in 2026 based on improvements in production and the development of new areas[23]. - The Company expects 2026 to result in positive operating income based on improved production and new areas being developed[23]. Operational Improvements - The Company engaged a third-party contract miner and upgraded its mining fleet to address equipment availability issues, leading to improved production in the fourth quarter of 2025[22]. - The company received the Mexican Empresa Socialmente Responsable (ESR) award for the eleventh consecutive year in 2025[21].

Financial Performance - TEN Holdings reported total revenues of $3.1 million for fiscal year 2025, a decrease of 11.4% from $3.5 million in fiscal year 2024[8]. - Net loss for the twelve months ended December 31, 2025, was approximately $19.5 million, or $(8.58) per share, compared to a net loss of approximately $3 million, or $(1.78) per share, for the same period in 2024[9]. - Gross profit margin for fiscal year 2025 declined by 2.8% to 78.6% from 81.4% in fiscal year 2024 due to decreased revenues[9]. Customer Acquisition - The number of new customers acquired more than doubled from 6 in the prior year to 16 in fiscal 2025, indicating growing market adoption[6]. Expenses and Cash Flow - Selling, general and administrative expenses increased by approximately $9.9 million, or 183%, to approximately $15.3 million, with $10 million attributed to non-cash related expenses[9]. - Net cash used in operating activities increased to approximately $10.3 million in fiscal year 2025 from $2.5 million in fiscal year 2024, driven by higher operating expenses[12]. - As of December 31, 2025, the Company had total cash of approximately $1.6 million, a significant increase from $48,479 in fiscal year 2024[12]. Strategic Initiatives - The Company plans to enhance its software-as-a-service, Ten Events Pro, to broaden the customer base and generate sustainable recurring revenue streams[12]. - TEN Holdings aims to maximize partnerships with V-Cube and Webinar.net to penetrate new market opportunities[12]. - The Company intends to continue raising capital for investments, partnerships, and acquisitions to enhance competitiveness and growth[12].

Company Overview - The company is a pre-revenue, development-stage biopharmaceutical firm focused on developing new medicines for pain and neuropathy, having acquired Pharmagesic and its subsidiaries[22]. Halneuron® Development - The Halneuron® program is in late-stage clinical development for chemotherapy-induced neuropathic pain (CINP), utilizing highly purified Tetrodotoxin (TTX) as a sodium channel modulator[24]. - The CINP market is estimated at approximately $2.8 billion annually, with a significant opportunity for Halneuron® as the first FDA-approved treatment for CINP[33]. - In a previous Phase 2 study, 51% of patients receiving Halneuron® experienced at least a 30% reduction in pain compared to 35% in the placebo group[34]. - The HAL-CINP-203 Phase 2b clinical trial commenced in Q1 2025, involving approximately 240 patients to assess the efficacy of Halneuron®[41]. - An interim analysis in December 2025 indicated that Halneuron® was separating from placebo, with a sample size of 210-240 expected to provide over 80% power for statistical significance[41]. - The safety profile of Halneuron® is well understood, with common adverse events including numbness and tingling, which are related to sodium channel inhibition[42]. - The company has conducted multiple studies demonstrating that Halneuron® is well tolerated, with no evidence of cumulative toxicity observed over time[45]. - A synthetically formulated version of Halneuron® is under development for Phase 3 and commercialization, with FDA engagement planned for the second half of 2026[81]. - The company plans to advance the Halneuron® Phase 2b clinical trial for the treatment of CINP, with top-line data readout expected in the third quarter of 2026[172]. Other Product Developments - IMC-1 is a combination of famciclovir and celecoxib, with a Phase 3 program including two pivotal trials to demonstrate safety and efficacy in treating fibromyalgia (FM) patients[48]. - The Phase 3 studies will include a four-arm trial comparing IMC-1 to celecoxib, famciclovir, and placebo, and a two-arm study comparing IMC-1 to placebo[48]. - IMC-2, a combination of valacyclovir and celecoxib, is being developed for the treatment of long COVID (LC), with a Phase 2 study planned to assess fatigue improvement as a primary endpoint[50]. - The SP16 program, targeting chemotherapy-induced peripheral neuropathy (CIPN), is in early Phase 1 development, with first in-human studies expected to start in mid-2026[54]. - SP16 has shown preclinical efficacy in alleviating paclitaxel-induced neuropathy and does not interfere with the anticancer activity of taxanes[53]. Intellectual Property and Licensing - The company holds 7 issued families of patents related to Halneuron® as of December 31, 2025, with exclusivity expiring between 2027 and 2030, and pending patents extending exclusivity to 2042 and 2045[59]. - The antiviral portfolio includes 14 issued patents related to IMC-1, with exclusivity extending to 2033[67]. - The company entered into a Know-How License Agreement with the University of Alabama in 2012, granting a 10% membership interest in exchange for a 25-year license to utilize herpesvirus-related technical information[76]. - An Exclusive Licensing Agreement was established with Serpin Pharma and Rejuvenation Labs on September 29, 2025, allowing the company a royalty-free, sublicensable global license for SP16 development[78]. - A Licensing Agreement was established with Serpin, granting a royalty-free global license for the development of SP16, with the issuance of 191,017 shares of common stock and Series A-2 Preferred Stock[152]. Financial Overview - The Company incurred consolidated net losses of $34,257,370 and $12,349,724 for the years ended December 31, 2025 and 2024, respectively, with an accumulated deficit of $108,076,316 as of December 31, 2025[168]. - The Company has not yet generated revenue from the commercialization of any products and anticipates incurring significant additional operating losses for the foreseeable future[169]. - The Company raised approximately $12.5 million in gross proceeds from the January 2026 Offering, with net proceeds of about $11.4 million after deducting fees and expenses[160]. - The company is dependent on obtaining additional capital to fund operations and may face challenges in raising necessary financing[171]. - The company expects its financial condition and operating results to fluctuate significantly from quarter to quarter and year to year[182]. Regulatory Challenges - The company faces significant challenges in obtaining regulatory approval for its product candidates, which is essential for generating sufficient revenue to support future developments[184]. - The regulatory approval process is lengthy and unpredictable, with many factors influencing the timeline, often taking several years after clinical trials commence[196]. - The FDA charges user fees for drug applications, with the NDA application fee exceeding $4.1 million for fiscal year 2025, and an annual program fee of over $400,000 per program[200]. - Compliance with regulatory requirements necessitates substantial investment in manufacturing, quality control, and oversight, which can strain resources[185]. - The company must demonstrate substantial evidence of safety and efficacy through well-controlled clinical trials to gain regulatory approval[199]. - Changes in regulatory policies or requirements could adversely affect the approval process and the company's ability to market its products[188]. - The company may encounter delays in clinical trials due to various factors, including regulatory disagreements and patient recruitment challenges[194]. - Serious adverse events during clinical trials could lead to interruptions or halts, impacting the approval process and commercial viability of products[210]. - The company lacks experience in obtaining regulatory approval in international markets, which could further limit market potential[221]. Market Considerations - The global cancer-related pain market is projected to reach approximately $7.5 billion in annual sales by 2027, with chemotherapy treatment expected to increase by over 50% in the next decade[33]. - The market opportunities for Halneuron® and SP16, if approved, may be smaller than anticipated, with potential target populations being small, which could hinder profitability without additional marketing approvals for other indications[215]. - Even with FDA approval in the United States, the company may face challenges in obtaining approval in other jurisdictions, limiting global market potential[218]. - Coverage and reimbursement from third-party payors are critical for product sales, with significant uncertainty regarding their decisions impacting market access[121][125]. Corporate Structure and Operations - The company has eight full-time employees, with a significant portion of development work outsourced to independent contractors[143]. - The company does not own or lease any location in the U.S. other than a virtual office, while leasing office space for Canadian employees[144]. - The company completed a reverse stock split, converting every 25 shares of common stock into one share, effective October 7, 2024[149]. - The company filed a Form S-3 Registration Statement for the resale of up to 6,433,126 shares of Common Stock, which was declared effective by the SEC on January 29, 2026[161].