Financial Performance - Network-1 reported revenue of $150,000 for the year ended December 31, 2025, a 50% increase from $100,000 in 2024[3] - Operating expenses decreased by $265,000 in 2025, totaling $3,456,000 compared to $3,721,000 in 2024[3] - Net loss for 2025 was $2,420,000 or $0.11 per share, an improvement from a net loss of $3,034,000 or $0.13 per share in 2024[5] - Interest and dividend income for 2025 was $1,844,000, slightly down from $1,897,000 in 2024[4] Liquidity and Financial Position - Network-1's cash, cash equivalents, and marketable securities totaled $36,869,000 as of December 31, 2025, indicating sufficient liquidity for operations[9] - The company authorized a share repurchase program of up to $5,000,000, repurchasing 212,262 shares at an average price of $1.35 per share in 2025[11] - Network-1's dividend policy remains at $0.10 per share annually, consistent with previous years[10] Revenue Generation - Network-1's Remote Power Patent generated licensing revenue exceeding $188,000,000 from May 2007 through December 31, 2025[13] Legal Matters - The company commenced patent litigation against Samsung in June 2025, with a trial date set for June 2027[6] Investment Activities - ILiAD Biotechnologies completed a $115,000,000 preferred stock financing, resulting in Network-1 owning approximately 3.1% of the outstanding shares[8]

Financial Performance - The company reported a net loss of $11,187,992 from continuing operations for the nine months ended January 31, 2026, with an accumulated deficit of $13.4 million and negative working capital of $6.21 million [242]. - Net revenues for the three months ended January 31, 2026, were $29,544,900, a decrease of 8.6% compared to $32,319,930 in the same period of 2025 [278]. - The company reported a net loss from continuing operations of $5,211,845 for Q1 2026, a significant decline from a net income of $1,095,946 in Q1 2025 [278]. - For the nine months ended January 31, 2026, net revenues were approximately $84.3 million, a decrease of $5.5 million or 6.1% from $89.8 million in 2025 [295]. - Net loss from continuing operations was $11.19 million for the nine months ended January 31, 2026, an increase of 610.4% from a net income of $2.19 million in 2025 [309]. Operating Expenses - Total operating expenses rose by 76.8% to $10,360,539 in Q1 2026, compared to $5,860,082 in Q1 2025 [278]. - General and administrative expenses surged by 313.7% to $6,000,170 in Q1 2026, compared to $1,450,315 in Q1 2025 [278]. - Total operating expenses increased by approximately $5.7 million, from $18.9 million in 2025 to $24.5 million in 2026, an increase of 30.0% [299]. - Other expenses were $1,624,446 for the three months ended January 31, 2026, compared to other income of $157,596 in 2025 [286]. - Other expenses increased significantly to $4.99 million in 2026 from $229,031 in 2025, mainly due to investment losses and changes in fair value of derivative liabilities [302]. Revenue and Profitability - Gross profit increased by 7.0% to $7,542,366 in Q1 2026 from $7,046,291 in Q1 2025 [278]. - Gross profit was approximately $20.6 million for the nine months ended January 31, 2026, down from $23.1 million in 2025, representing a decrease of $2.5 million or (10.9)% [297]. - Gross profit increased to approximately $7.5 million for the three months ended January 31, 2026, up by $496,075 or 7.0% from $7.0 million in 2025, with a gross margin of 25.5% compared to 21.8% [282]. Cash Flow and Financing - Net cash provided by operating activities was approximately $911,790 for the nine months ended January 31, 2026, compared to $6.39 million in 2025 [316]. - Net cash used in investing activities was $2.92 million for the nine months ended January 31, 2026, primarily for the purchase of digital assets [320]. - Net cash provided by financing activities was approximately $2.75 million for the nine months ended January 31, 2026, primarily from a bank loan of $5,250,000 and a promissory note of $4,844,000 [321]. - The aggregate balance on the three SBA loans as of January 31, 2026, was $2,574,473, compared to $2,616,050 as of April 30, 2025 [325]. - A Business Loan Agreement with Royal Business Bank provided secured financing of $5,250,000 at an interest rate of 7.5% per year, with monthly payments of $91,040 [326]. Investments and Acquisitions - The company acquired 100% of the equity interests in Lee Lee Oriental Supermart, Inc. for approximately $22.2 million, expanding its presence in Arizona [232]. - The company invested $1,440,000 for a 40% equity interest in HKGF Market of Arcadia, California, and later increased its investment to maintain a 49% interest [231]. - The acquisition of Lee Lee was completed for an aggregate purchase price of approximately $22.2 million, including $7.0 million in cash and a secured note of approximately $15.2 million [327]. Debt and Obligations - The company has a total contractual obligation of $50,016,246 as of January 31, 2026, with $5,225,885 due within one year [349]. - The Initial Note bears interest at 5.25% per annum, which may increase to 18.00% upon an Event of Default [339]. - The Company has guaranteed all loans described, with the CEO personally guaranteeing the SBA loans [361]. Compliance and Regulatory - The Company has received a letter from Nasdaq regarding non-compliance with the minimum bid price requirement, with an extension until July 6, 2026, to regain compliance [359]. - The Company expects the initial registration statement to be effective by the deadline, which is currently under SEC review [340].

Financial Position - As of December 31, 2025, the company had cash, cash equivalents, and marketable securities totaling approximately $318.1 million[505] - Cash and cash equivalents as of December 31, 2025, were approximately $287.8 million, compared to $11.3 million as of December 31, 2024[525] - As of December 31, 2025, the fair value of the company's cash, cash equivalents, and marketable securities was approximately $318.1 million[576] Losses and Deficits - The company reported net losses of approximately $105.0 million and $40.5 million for the years ended December 31, 2025 and 2024, respectively, with an accumulated deficit of approximately $304.9 million as of December 31, 2025[506] - The net loss for the year ended December 31, 2025, was approximately $105.0 million, driven by increased R&D expenses[525] Research and Development Expenses - Total research and development expenses for 2025 were $84.5 million, an increase of approximately $34.5 million, or 69%, compared to 2024[514] - The Duchenne muscular dystrophy program (Deramiocel) incurred R&D expenses of $34.3 million in 2025, up 49% from $23.0 million in 2024[514] - DMD program-related expenses rose by $11.2 million, mainly for the HOPE-3 clinical trial and expanded manufacturing for Deramiocel[516] - Research expenses related to the exosomes platform increased by $2.3 million, primarily due to collaboration with NIAID[516] - Clinical trial expenses are accrued based on contracts with vendors and the progress of trials, with adjustments made if actual results differ from estimates[569] - Research and development expenses include costs related to clinical trials, personnel, and consulting fees, with accruals based on estimates of services received[559] Income and Funding - Clinical development income for the year ended December 31, 2025 was zero, compared to approximately $22.3 million in 2024, with a total of $50.0 million in milestone payments recognized from Nippon Shinyaku[512] - The company has raised approximately $600 million since inception through various funding sources, including equity financings and strategic collaborations[505] - Cash flow provided by financing activities for 2025 was approximately $248.9 million, an increase from $152.8 million in 2024, primarily due to net proceeds from stock sales[530] - The Company completed a public offering on December 5, 2025, selling 6,000,000 shares at $25.00 per share, generating approximately $172.5 million in gross proceeds[538] - In an earlier public offering on October 16, 2024, the Company sold 5,073,800 shares at $17.00 per share, resulting in gross proceeds of approximately $86.3 million[539] - The Company conducted a private placement on September 16, 2024, issuing 2,798,507 shares at $5.36 per share, totaling approximately $15.0 million[540] - Under the U.S. Distribution Agreement with Nippon Shinyaku, Capricor received an upfront payment of $30.0 million and potential milestone payments of up to $100.0 million[534] Administrative Expenses - Total general and administrative expenses for 2025 increased by approximately $8.8 million, or 59%, compared to 2024[518] - Compensation and other personnel expenses increased by $11.9 million, primarily due to increases in headcount[516] Future Expectations - The company anticipates significant increases in expenses and operating losses as it seeks to develop and commercialize Deramiocel and other product candidates[507] - Capricor expects to spend approximately $100.0 million to $125.0 million in 2026 for the Deramiocel program, primarily for CMC expansion and clinical expenses[520] Regulatory and Clinical Developments - The company’s Biologics License Application (BLA) for Deramiocel is under review by the FDA, with a target action date of August 22, 2026[485] - The company is exploring regulatory pathways for Deramiocel in Europe and Japan alongside its U.S. regulatory activities[498] - The StealthX™ vaccine, developed using engineered exosomes, has shown a favorable safety profile in ongoing Phase 1 clinical studies[502] Investment and Accounting Policies - The investment portfolio primarily consists of money market funds and bank money market accounts, including short-term U.S. treasuries[576] - The company aims to limit credit exposure by investing with highly rated credit issuers to improve the safety and preservation of invested funds[577] - The company does not hedge interest rate exposure and believes that a hypothetical 100 basis point increase or decrease in interest rates would not materially impact the fair value of its investment portfolio[577] - The Company accounts for stock-based compensation over the vesting period, with expenses recognized based on the fair value of stock options and restricted stock awards[562] - The company expects to record additional non-cash compensation expense in the future, which may be significant[564] - The company is currently evaluating the impact of newly issued accounting standards on its financial statements, including ASU 2023-09 and ASU 2025-11[571][572] - The company anticipates that the adoption of new accounting standards will result in additional disclosures in its consolidated financial statements[574] - The company has no off-balance sheet arrangements as defined by SEC rules[550] - The company’s clinical trial accrual and prepaid assets depend on timely reporting from CROs and third-party vendors[570] - The company’s investment policy focuses on mitigating default risk by investing in high credit quality securities[577] Liabilities - As of December 31, 2025, the total CIRM liability was approximately $6.4 million, consisting of $3.4 million in principal and $3.0 million in accrued interest[548] - The Company established an at-the-market offering program in September 2025 with a maximum offering amount initially set at $150.0 million, later reduced to $125.0 million[542] - Under the September 2025 ATM Program, the Company sold 2,682,307 shares at an average price of approximately $28.89 per share, generating gross proceeds of approximately $77.5 million[543] - The June 2021 ATM Program resulted in the sale of 9,228,383 shares at an average price of approximately $8.13 per share, totaling gross proceeds of approximately $75.0 million[545]

Financial Performance - Net loss for Q4 2025 was $2.6 million, or $0.17 per Beneficial Unit Certificate (BUC) [3] - Total revenues for Q4 2025 were $17,154,113, a decrease of 24.5% compared to $22,586,024 in Q4 2024 [19] - Net income (loss) for Q4 2025 was $(2,612,649), compared to a net income of $10,132,523 in Q4 2024, representing a significant decline [19] - Net income (loss) available to Partners for the year 2025 was $(11,529,795), compared to $18,331,662 in 2024 [19] - The Partnership's net income (loss) per BUC for Q4 2025 was $(0.17), compared to $0.39 in Q4 2024 [21] Cash Flow and Distributions - Cash Available for Distribution (CAD) for Q4 2025 was $2.8 million, or $0.12 per BUC [3] - Total CAD for Q4 2025 was $2,752,828, down 34.3% from $4,195,491 in Q4 2024 [21] - Cash distributions declared per BUC for 2025 were $0.25, compared to $0.37 in 2024, indicating a reduction of 32.4% [21] Assets and Investments - Total assets as of December 31, 2025, amounted to $1.5 billion [3] - Total Mortgage Revenue Bond (MRB) and Governmental Issuer Loan (GIL) investments reached $1.15 billion [3] - The Partnership acquired four multifamily properties in South Carolina for $119.9 million due to borrower defaults [8] - A new $84.0 million mortgage loan was secured to partially finance the property acquisitions [8] - All MRB and GIL investments were current on contractual principal and interest payments as of December 31, 2025 [13] Strategic Initiatives - The Partnership's strategy includes reducing capital allocation to joint venture equity investments in market rate multifamily properties [4] - The Partnership plans to redeploy capital from sales of market rate multifamily investments into tax-exempt mortgage revenue bond investments [6] Risk Management - The provision for credit losses for the year ended December 31, 2025, was $9,807,134, compared to a reversal of $(1,036,308) in 2024 [19] - The Partnership reported unrealized losses on derivatives of $(130,575) for Q4 2025, compared to $(6,978,561) in Q4 2024 [21] Other Financial Metrics - The Partnership executed a hedging strategy with net receipts of approximately $660,000 for Q4 2025 [13] - Weighted average number of BUCs outstanding for Q4 2025 was 23,204,406, slightly up from 23,115,162 in Q4 2024 [21] - The gain on sale of real estate assets for Q4 2025 was $3,017,410, while there was no gain reported in Q4 2024 [19]

Financial Performance and Losses - The company has incurred net losses of $11.9 million and $16.5 million for the years ended December 31, 2025, and December 31, 2024, respectively, with an accumulated deficit of $55.2 million as of December 31, 2025[213]. - Future net losses will depend on the rate of expenditures and the ability to obtain funding through equity or debt financings, strategic collaborations, or grants[214]. - The historical financial results may not be indicative of future financial performance, as operating expenses may vary significantly due to ongoing clinical studies[227]. - The company expects to continue incurring significant expenses and increasing operating losses as it expands research and clinical development[215]. Cash and Funding Concerns - As of December 31, 2025, the company's cash and cash equivalents were $6.0 million, raising substantial doubt about its ability to continue as a going concern[222]. - The company will need to raise substantial additional funding to advance its development, regulatory, manufacturing, marketing, and sales capabilities[220]. - The company may issue up to $13.17 million of ordinary shares under the ATM Agreement, which could lead to substantial dilution for existing shareholders[370]. Product Development and Regulatory Challenges - The company has never generated any revenue from product sales and does not anticipate doing so for the foreseeable future[217]. - The regulatory approval processes for the company's product candidates are lengthy and unpredictable, with no current approvals obtained[238]. - The company has never submitted marketing applications to the FDA or comparable foreign regulatory authorities, raising uncertainty about the success of its product candidates[235]. - Clinical drug development is expensive and can take many years, with a high failure rate for drugs in clinical studies[240]. - The company faces challenges in enrolling patients for clinical studies, particularly for rare diseases like pancreatic cancer, which had approximately 61,000 diagnoses in the U.S. in 2020[245]. Market and Competitive Landscape - The biotechnology and pharmaceutical industries are highly competitive, with numerous companies developing therapies targeting similar mutations, which may adversely affect the company's market position[276]. - The company competes with numerous firms developing RNAi therapeutics and other treatment modalities, which may affect its ability to successfully commercialize its products[297]. - The potential market size for target diseases, particularly rare diseases like pancreatic cancer, may differ materially from initial estimates, impacting the business plan and financial condition[282]. Intellectual Property and Patent Risks - The company relies on patent protection for its technologies and products, and failure to secure effective patent rights could hinder competitive positioning[302]. - The process of obtaining and maintaining patent rights is expensive and time-consuming, and the company may not be able to file all necessary patent applications in a timely manner[303]. - The company faces significant uncertainties regarding its patent applications, which may not result in issued patents that adequately cover its product candidates[304]. - The evolving RNAi intellectual property landscape presents challenges, as third-party patents may cover the company's products or technologies, potentially hindering development and commercialization efforts[320]. Operational and Compliance Risks - The company must comply with various regulatory requirements, and failure to do so could adversely affect its ability to commercialize products and generate revenue[255]. - The manufacturing process for product candidates is complex and highly regulated, with risks of contamination and production failures that could disrupt supply[263]. - The company faces significant uncertainty regarding market acceptance of its product candidates based on RNAi technology, which may not generate future revenue from sales or licensing[281]. Strategic Alliances and Market Position - The company may consider strategic alliances or acquisitions, which involve risks that could adversely affect its operations and financial performance[350]. - The company collaborates with U.S. and foreign academic institutions to accelerate preclinical research, which may involve negotiating licenses for resulting technologies[328]. Shareholder and Market Dynamics - The company raised $2.5 million in shareholders' equity to restore compliance with Nasdaq listing requirements after previously falling below the minimum threshold[362]. - The company is under a mandatory monitoring period until September 23, 2026, to maintain compliance with Nasdaq standards, failing which it may face delisting[365]. - The company has experienced volatility in its ordinary shares and warrants, which may be influenced by various external factors, including market conditions and regulatory changes[368]. Legal and Liability Risks - The company may incur significant liabilities from product liability lawsuits, which could limit the commercialization of its products[346]. - The company may not be able to maintain adequate insurance coverage for potential product liability claims, impacting its financial stability[349]. - The company may face substantial litigation expenses and resource diversion if it encounters claims of intellectual property infringement from third parties[325].

Financial Performance - Net loss for the year ended December 31, 2025 was $12,879,000, compared to a net loss of $9,826,000 for the year ended December 31, 2024, indicating an increase in losses of about 31%[14] - The company reported a total comprehensive loss of $12,949,000 for 2025, compared to $9,825,000 in 2024, marking an increase of approximately 31%[14] - The accumulated deficit increased from $50,136,000 in 2024 to $63,015,000 in 2025, representing a growth of about 25.7%[12] - The company has not generated any revenue since inception and anticipates continued losses as it conducts research and development activities[62] Assets and Liabilities - Total assets decreased from $4,698,000 in December 31, 2024 to $2,801,000 in December 31, 2025, representing a decline of approximately 40%[12] - Cash and cash equivalents decreased significantly from $2,338,000 in 2024 to $600,000 in 2025, a reduction of about 74%[12] - Current liabilities rose sharply from $1,772,000 in 2024 to $4,044,000 in 2025, an increase of approximately 128%[12] Operating Expenses - Total operating expenses increased to $11,404,000 in 2025 from $10,108,000 in 2024, reflecting a rise of approximately 12.8%[14] - For the year ended December 31, 2025, the Company incurred total general and administrative expenses of $5,981,000, an increase from $4,115,000 in 2024[63] - Research and development expenses totaled $5,423,000 for the year ended December 31, 2025, compared to $5,993,000 in 2024, indicating a decrease in R&D spending[64] Stock and Financing Activities - The company filed a $75,000,000 shelf registration statement on Form S-3, effective for three years, allowing for the sale of various securities[27] - On May 1, 2025, the company issued unsecured convertible notes with gross proceeds of $900,000, bearing interest at 12.0%[28] - The company raised approximately $1,425,000 in a private placement on June 24, 2025, with net proceeds of $1,079,000 after transaction costs[29] - The company completed an underwritten offering on September 4, 2025, raising gross proceeds of approximately $3,000,000, resulting in net proceeds of $2,690,000[32] - The Company issued convertible notes totaling $900,000, with a portion convertible into common stock at a conversion price of $23.22[71] - The Company recognized stock-based compensation expense of $1,142 for the year ended December 31, 2025[94] Shares and Stock Options - As of December 31, 2025, the Company had 673,008 shares of common stock issued and outstanding, up from 189,194 shares in 2024[78] - The Company granted 32,963 stock options during the year ended December 31, 2025, with a weighted average exercise price of $33.09[93] - A reverse stock split was executed on June 12, 2025, reducing the number of outstanding shares from 3,280,000 to approximately 546,667[38] Tax and Valuation - The company received R&D tax credits of $704,000 and $1,349,000 during the years ended December 31, 2025, and 2024, respectively, indicating a decrease of approximately 47.9%[42] - As of December 31, 2025, the net deferred tax asset was $0, with a valuation allowance of $7,817 against the NOL carryover[97] Lease Obligations - Operating lease cost increased to $35 million in 2025 from $32 million in 2024, representing a 9.38% increase[101] - Cash paid for operating leases rose to $35 million in 2025 compared to $30 million in 2024, marking a 16.67% increase[101] - The total future minimum lease payments under operating lease liability for 2026 are projected at $43 million[101] - The weighted-average remaining lease term for operating leases decreased to 1.58 years in 2025 from 2.58 years in 2024[101] Going Concern - The company has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern[5] - The Company has incurred an aggregate net operating loss of $37,780, with net operating loss carryforwards beginning to expire in 2034[96] Cryptocurrency Holdings - The Company purchased 1,524.69 units of Solana cryptocurrency at a cost of $250, resulting in a loss of $62 upon sale, with no digital assets held as of December 31, 2025[66] - The Company adopted ASU 2023-08, requiring cryptocurrency assets to be measured at fair value, with no prior period impact due to the first-time holding of such assets[58] Foreign Currency Risk - The Company has not utilized derivative instruments to mitigate foreign currency risk, translating monetary assets and liabilities at year-end exchange rates[49]

Financial Performance - Total rental income for 2025 increased to US$ 283.2 million, representing an 11.8% year-over-year growth and exceeding the upper end of the company's guidance[8] - Adjusted Net Operating Income (Adjusted NOI) margin reached 94.8% in 2025, surpassing the revised guidance of 94.5%[8] - Vesta's Funds From Operations (Vesta FFO) totaled US$ 174.9 million in 2025, a 9.2% increase compared to US$ 160.1 million in 2024[8] - Full year Adjusted EBITDA totaled US$ 231.1 million, increasing 13.1% year over year, with an Adjusted EBITDA margin of 84.4%[24] - Total revenues for the twelve months of 2025 increased by 12.2% to US$ 283.2 million, compared to US$ 252.3 million in 2024[71] - Adjusted Net Operating Income (NOI) for 2025 was US$ 259.4 million, reflecting a 12.0% increase from US$ 231.5 million in 2024, with an Adjusted NOI margin of 94.8%[72] - Profit before income taxes for 2025 was US$ 234.0 million, compared to US$ 426.2 million in 2024, showing a decrease of 45.1%[75] - Profit for the twelve months of 2025 was US$ 241.9 million, up from US$ 223.3 million in 2024, representing an 8.3% increase[76] - Total comprehensive income for 2025 was US$ 243.7 million, compared to US$ 210.2 million in 2024, an increase of 15.9%[76] Quarterly Performance - Fourth quarter 2025 total revenues reached US$ 76.4 million, a 17.2% year-over-year increase from US$ 65.2 million in Q4 2024[11] - Fourth quarter 2025 Adjusted NOI increased 17.1% to US$ 69.4 million, with an Adjusted NOI margin of 94.6%[11] - Fourth quarter profit before income tax reached US$ 98.5 million, compared to US$ 81.2 million in the same quarter last year, reflecting a 21.2% increase[48] - Fourth quarter profit was US$ 174.3 million, a significant recovery from a loss of US$ 62.6 million in the fourth quarter of 2024[50] - Funds from Operations (FFO) for Q4 2025 reached US$ 39.3 million, a 4.3% decrease from US$ 41.1 million in Q4 2024, with FFO per share at US$ 0.0458, down 2.3% year-over-year[53][52] Investment and Development - The company signed nearly 5.0 million square feet of lease renewals in 2025, the highest level achieved over the past three years[15] - Vesta began construction on two new buildings, with an estimated investment of approximately US$ 59.0 million and an expected yield on cost of 9.9%[8] - Capital expenditures for 2025 totaled US$ 337.5 million, primarily for investment property development and land acquisitions[77] - Vesta's capital expenditures in Q4 2025 totaled US$ 111.4 million, primarily for new building projects and land acquisitions[54] Property and Portfolio - Total value of Vesta's investment property portfolio was US$ 4.1 billion as of December 31, 2025, an 11.7% increase from US$ 3.7 billion at the end of 2024[12] - Vesta's property portfolio had a vacancy rate of 10.3% as of December 31, 2025, with a total of 4,415,106 square feet vacant[63][64] - The company owned 234 properties totaling 43.0 million square feet of gross leasable area as of December 31, 2025[91] - The company had 53.6 million square feet in land reserves as of December 31, 2025, reflecting a 35.1% increase from the previous quarter[68] Financial Position - Total debt as of December 31, 2025, was US$ 1,275.2 million, with 100% denominated in US dollars and 88.2% of interest rate exposure fixed[55] - Long-term debt increased to $1,273.4 million in 2025, compared to $797.2 million in 2024, indicating a rise of 59.7%[82] - Total assets increased to $4,542.5 million in 2025, up from $3,957.9 million in 2024, representing a growth of 14.7%[82] - Total shareholders' equity reached $2,741.1 million in 2025, up from $2,597.3 million in 2024, an increase of 5.5%[84] Cash Flow and Dividends - Cash and cash equivalents rose significantly to $336.9 million in 2025, compared to $184.1 million in 2024, marking an increase of 83.0%[83] - Net cash generated by operating activities improved to $207.25 million in 2025, up from $129.7 million in 2024, reflecting a growth of 60.0%[83] - The company declared a total dividend of US$ 69.5 million for 2025, to be paid in quarterly installments[78] - The company declared dividends of $69.5 million in 2025, compared to $64.7 million in 2024, reflecting a 12.0% increase[84] Other Financial Metrics - The average exchange rate for 2025 was 19.224, compared to 18.302 in 2024, indicating a depreciation of the local currency[85] - The company reported a profit before income taxes of $228.3 million in 2025, down from $426.2 million in 2024, a decrease of 46.6%[83] - The company’s finance costs for the twelve months ended December 31, 2025, were $56.2 million, up from $44.3 million in 2024, indicating an increase of approximately 26.5%[103] - Adjusted EBITDA margin and other financial metrics were recalibrated to exclude energy income and costs, reflecting a strategic shift in financial reporting[95] - The company emphasizes that Adjusted EBITDA, NOI, and Adjusted NOI are not recognized financial measures under IFRS and should not be considered substitutes for profit or total comprehensive income[98]

Financial Performance and Capital Management - The Bank's commercial real estate (CRE) loans totaled $325.5 million, representing 58% of total loans as of December 31, 2025[27]. - The Bank paid total cash dividends of approximately $3.8 million during 2025, while the net profits for the year and retained net profits for the preceding two years amounted to $6.5 million[114]. - The company’s income is largely dependent on the spread between interest income from loans and securities and interest expenses on deposits, influenced by market interest rates[167]. - The ability to pay dividends to shareholders depends on profitability, capital, liquidity, and regulatory requirements, with dividends derived primarily from the Bank's earnings[207]. - The company anticipates that its current capital resources will satisfy capital requirements for the foreseeable future under current capital rules[205]. - The company must maintain sufficient capital to meet regulatory requirements, with failure to do so potentially affecting financial condition and results of operations[210]. - The Bank is classified as "well capitalized" for regulatory purposes as of December 31, 2025, with a capital conservation buffer exceeding 2.5%[113]. - The minimum Common Equity Tier 1 (CET1) capital ratio is set at 4.50%, with a total CET1 requirement of 7.00% including a conservation buffer of 2.50%[100]. - The Federal Reserve requires a minimum capital ratio of 10.5% for banks, including a capital conservation buffer[89]. - The Federal Reserve expects banks to maintain a leverage ratio of Tier 1 capital to adjusted average quarterly assets of at least 4%[91]. Economic and Market Conditions - The unemployment rate in Lee County was 2.1% at year-end 2025, compared to 2.7% for the State of Alabama[23]. - The Auburn-Opelika metropolitan area was the second fastest growing MSA in Alabama from 2010 to 2022[29]. - Local economic conditions, including inflation and interest rates, significantly impact the company's financial performance, with adverse changes potentially leading to negative operational results[182]. - Market conditions, including inflation and interest rates, may adversely affect consumer confidence and borrowing behaviors, impacting the company's credit quality and financial condition[168]. - Changes in market interest rates and the yield curve can lead to unrealized losses on investment securities, affecting the company's stockholders' equity[169]. Regulatory Environment - The Company is treated as a small banking holding company under the Small BHC Policy, with capital adequacy evaluated on a bank-only basis[44]. - The Federal Reserve requires bank holding companies to act as a source of financial and managerial strength to their FDIC-insured subsidiaries[43]. - The Federal Reserve and the Alabama Superintendent must approve mergers and acquisitions by the Bank[50]. - The DoJ and the Federal Trade Commission adopted new non-binding merger guidelines in 2023, affecting bank and BHC mergers[51]. - The company is subject to extensive banking regulation, which could adversely affect earnings and common stock value, with compliance costs impacting profitability[212]. Risk Management - The Bank has established underwriting standards to manage risks associated with various types of lending[26]. - The company has significant exposures to loans secured by commercial real estate, which is managed through established underwriting policies and internal controls[142]. - The company's allowance for loan losses is influenced by economic conditions, with models based on current expected credit losses (CECL) principles, which may increase variability in provisions for loan losses[171]. - The company is subject to increased scrutiny and regulatory focus due to the concentration of CRE loans, which presents risks of possible loss[175]. - Cybersecurity threats are increasing, and the company may need to invest more resources to protect its data and systems from evolving security risks[192]. Operational Efficiency and Workforce - The Bank closed one branch office in Auburn at the end of 2024, optimizing service efficiency for customers[18]. - The Bank has 145 full-time equivalent employees, with an average tenure of approximately 12 years[28]. - The Company has implemented a 2024 Equity and Incentive Compensation Plan to attract and retain talent in a competitive market[31]. - Incentive compensation programs are in place to avoid excessive risk-taking by employees, but risks remain that could negatively impact financial condition and reputation[206]. Competitive Landscape - The company operates in a highly competitive market with 21 banks in Lee County, including 12 national and regional competitors, which may affect its ability to attract loans and deposits[181]. - The federal government's focus on digital financial technology may increase competition and operational risks for the company, particularly with the rise of digital asset banks and stablecoins[180]. - The company seeks organic growth and may consider acquisitions, but competition from larger financial services firms could increase acquisition costs and dilute earnings[183]. - Future acquisitions and expansion activities may disrupt operations and dilute shareholder value, with various risks associated with managing such growth[184]. Community Engagement - The Company has a "satisfactory" CRA rating as of March 3, 2025, with satisfactory ratings on both its lending and community development tests[61]. - The National Community Reinvestment Coalition reported executing 22 community benefit plans valued at an aggregate of $606 billion for mortgage, small business, and community development lending[60]. - The Capital One Financial acquisition of Discover Financial Services in 2025 included a community benefit plan valued at $265 billion, the largest ever[60].

Financial Outlook - Cibus anticipates significant losses will continue for several years, relying on additional near-term financing to maintain operations[16]. - The company expects to reduce annual net cash usage to approximately $30 million or less in 2026 due to workforce reductions and streamlining efforts[30]. - Cibus estimates one-time cash payments of approximately $0.4 million related to workforce reductions in Q1 2026, alongside a non-cash stock compensation expense of about $0.5 million[30]. - Cibus' financial statements include goodwill, which may become impaired under certain conditions, affecting financial results[17]. Market Potential - The global seed market's aggregate trait value is estimated at approximately $12.0 billion, with Cibus focusing on plant traits that enhance productivity and sustainability[25][26]. - Cibus' Rice herbicide tolerance traits have an estimated potential annual addressable royalty of over $200.0 million upon full commercialization in target markets[26]. - Cibus estimates potential annual addressable royalties for its Sclerotinia resistance trait in Soybean could exceed $500 million, with a peak addressable market of 50 million acres[31]. - The global fragrance market is valued at over $65 billion, presenting significant long-term opportunities for Cibus' biofragrance products developed through gene editing[72]. Research and Development - Cibus has successfully completed greenhouse trials for its gene-edited traits in Rice, Canola, and Soybean, with ongoing progress in field trials for Soybean[37]. - Cibus' R&D is focused on developing crop-specific platforms and gene editing technologies, integral to its Trait Machine process[193]. - Cibus' Trait Machine process enables rapid prototyping and commercialization of new traits, significantly reducing the time to market compared to conventional breeding methods[87]. - Cibus' RTDS technology platform allows for rapid and efficient gene editing, significantly changing the scale and speed of trait development and commercialization[131]. Regulatory Environment - Regulatory changes regarding gene editing could significantly impact Cibus' ability to develop and commercialize its products[17]. - The EU's new regulatory framework for gene-edited plants is expected to be published in 2026, potentially constraining access to European acres for Cibus' weed management traits[50]. - The FDA has cleared Cibus' altered lignin alfalfa trait for commercialization in the US, expected to launch the first two commercial gene edited varieties in the next few years[81]. - Cibus has received regulatory opinions confirming that certain early products developed using RTDS technologies will be regulated similarly to conventional breeding in both North and South America[143]. Competitive Landscape - The company faces significant competition, with many competitors possessing greater financial and technical resources[16]. - Cibus faces significant competition from major agricultural chemical companies and smaller biotechnology firms, which have greater financial resources and R&D expertise[180]. - Cibus' proprietary technologies are protected by over 500 patents across 26 patent families, with issued patents expected to expire between 2027 and 2040, providing a competitive advantage[138]. Business Model - Cibus' business model involves licensing plant traits to seed companies for royalties, which is a well-established practice in the industry[26]. - The agricultural trait business is driven by productivity traits, addressable acreage, and trait fees, with royalties paid for each unit sold or acre used[92]. - Cibus operates a capital-efficient and highly scalable business model, focusing on R&D and trait development while partnering with leading seed companies for commercialization[186]. Workforce and Culture - As of December 31, 2025, Cibus had 118 full-time employees, with 29 holding Ph.D. degrees, and approximately 89 employees engaged in R&D[189]. - Cibus aims to maintain a diverse workforce, with approximately 57% of its employees holding advanced degrees and nearly half being women[191]. - The company emphasizes employee well-being through competitive compensation and benefits programs, including healthcare and retirement planning[190]. - Cibus' management team has over 300 years of cumulative industry experience, contributing to its scientific breakthroughs and product development[188]. Strategic Partnerships - The company is exploring alternative customer partnerships in high-potential markets such as India, Asia (excluding China), and Latin America[27]. - Cibus is pursuing partner-funded projects in its productivity trait portfolio until it has sufficient capital resources for a more robust development effort[29]. Trait Development - Cibus' gene editing process, RTDS, is designed to produce non-transgenic traits, ensuring that the final products are indistinguishable from those occurring in nature[125]. - Cibus' productivity traits are classified as non-transgenic and are not subject to heightened GMO regulations in key markets including the United States, Canada, Argentina, Chile, and Ecuador[184]. - Cibus' Trait Machine Process significantly accelerates the development and commercialization of new productivity traits, allowing for quick prototyping and scaling into elite germplasm[185].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x 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 o 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 001-38161 Cibus, Inc. (Exact name of registrant as specified in its charter) _____________________ (S ...