IPO and Financial Proceeds - FG Merger II Corp. completed its IPO on January 30, 2025, raising gross proceeds of $80,000,000 from the sale of 8,000,000 units at $10.00 per unit[91][92]. - The Company has placed $80,800,000 from the IPO proceeds into a Trust Account, which will be invested in a money market fund until a Business Combination is completed or funds are distributed to stockholders[97]. - The company completed its IPO on January 30, 2025, raising gross proceeds of $80,000,000 from the sale of 8,000,000 Units at $10.00 per Unit[120]. - The company has withdrawn $1,200,000 from the Trust Account for working capital purposes as of December 31, 2025[122]. Business Combination and Merger Agreement - The aggregate merger consideration for BOXABL stockholders is $3,500,000,000, with each share valued at $10[107]. - The Merger Agreement includes a two-step merger process, with BOXABL becoming a wholly-owned subsidiary of FG Merger II Corp. before merging into the Company[106]. - The Company has until March 31, 2026, to complete the Business Combination, following an amendment to extend the original deadline[111]. - Stockholders will have the opportunity to redeem their Public Shares for a pro rata portion of the Trust Account upon completion of the Business Combination[100]. - The Company is focused on businesses in the financial services industry for potential Business Combinations[89]. - There is no assurance that the Company will successfully complete a Business Combination[96]. Financial Performance and Expenses - For the year ended December 31, 2025, the company reported a net income of $1,426,980, consisting of $3,036,888 in investment income and $972,161 in general and administrative expenses[115]. - As of December 31, 2025, the company held a cash balance of $486,900 and had no outstanding balance under the promissory note issued on January 28, 2025[118][136]. - The company incurred deferred offering costs amounting to $1,481,031, which includes $750,000 in underwriting fees and $250,000 in advisor fees[146]. - The company has agreed to a monthly fee of $15,000 for administrative services provided by the Sponsor, totaling $180,000 paid as of December 31, 2025[137]. - As of December 31, 2025, the Company has estimated an income tax expense of $637,747 on income earned in the Trust Account, having paid $500,000 towards taxes during 2025[152]. Assets and Liabilities - As of December 31, 2025, the company had no obligations, assets, or liabilities considered off-balance sheet arrangements[124]. - The company issued a promissory note to the Sponsor for $417,000, bearing interest at 12% per year, which was fully paid off by December 31, 2025[119][136]. - The fair value of the Company's financial assets and liabilities approximates their carrying amounts due to their short-term nature[154]. - The fair value of marketable securities held in the Trust Account is determined using Level 1 inputs, which are quoted prices in active markets for identical assets[158]. - The Company has identified only one reporting segment, with total assets including cash of $486,900 and cash held in the Trust Account amounting to $82,136,888 as of December 31, 2025[161]. Shareholder Information - The company has a total of 2,000,000 Founder Shares outstanding as of December 31, 2025, after the termination of the underwriters' over-allotment option[133]. - The net loss for the period from January 1, 2025, to the IPO was fully allocated to non-redeemable common shares, while net income from the IPO until December 31, 2025, was allocated to both redeemable and non-redeemable common shares[153]. Accounting and Reporting - The Company adopted ASU 2023-07 for the full year 2025, resulting in disclosure changes only, with enhanced disclosures about significant segment expenses[162].

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 year ended December 31, 2025 Table of Contents ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-42493 FG MERGER II CORP. | (Exact name of registrant as specified in its charter) | | | | --- | --- | --- | | Nevada | | 86-2579 ...

Financial Performance - Total revenue for fiscal year 2025 was $125,284, derived entirely from the Drug Discovery Services segment, with no revenue from the GPU compute segment as it launched in September 2025[3]. - The net loss from continuing operations for fiscal 2025 was $232.9 million, which included $152.5 million in unrealized losses on digital assets[10][12]. - The company reported cash and cash equivalents of $10.8 million as of December 31, 2025, compared to $0.6 million at the end of 2024[10][11]. Capital and Equity - The company raised $343.5 million in capital through PIPE transactions in October 2025, significantly improving its balance sheet from negative equity to $47.7 million in stockholders' equity[2][10]. Asset Management - As of December 31, 2025, the company held approximately 6.348 billion ATH tokens, with a fair market value of $24.4 million for 2.837 billion unlocked tokens[4][10]. Strategic Initiatives - Management's operational priorities for 2026 include generating initial compute services revenue and pursuing ATH staking activities to yield returns on treasury holdings[7]. - The company is exploring strategic alternatives for its Helomics Drug Discovery Services business, including potential sale or partnership options[4][7]. Market Outlook - Global AI spending is projected to reach $2.52 trillion in 2026, representing a 44% year-over-year increase, indicating a strong market opportunity for GPU compute infrastructure[5]. - The company does not provide formal financial guidance but outlines operational priorities subject to market conditions and risks associated with ATH price volatility[6][14]. Infrastructure Development - The company established access to a distributed GPU network of over 435,000 GPUs across more than 200 locations, aimed at supporting enterprise-scale AI workloads[4][15].

Exhibit 99.1 ENDRA Life Sciences Reports Fourth Quarter and Full Year 2025 Financial Results and Provides Business Update ANN ARBOR, Mich. (March 31, 2026) – ENDRA Life Sciences Inc. (NASDAQ: NDRA) ("ENDRA" or the "Company"), a pioneer in thermoacoustic biomarker imaging for early detection and monitoring of steatotic liver disease (SLD), today reported financial results for the quarter and year ended December 31, 2025, and provided a business update. Business Update ● Initiated Evaluation of Strategic Alte ...

Financial Performance and Growth - In 2025, TOMI Environmental Solutions experienced revenue headwinds but achieved significant commercial momentum and new market entries [18]. - The company entered into an equity line of credit allowing the option to sell up to $20 million of common stock over a 24-month period [29]. - In 2025, the company experienced significant growth in the Food Safety industry, particularly with the FDA's new rule allowing hydrogen peroxide as a direct food additive [42]. Contracts and Orders - The company announced a contract valued at approximately $450,000 for a SteraMist iHP Custom Engineered System installation at a leading university in Rhode Island [21]. - TOMI secured a signed purchase order valued at approximately $500,000 from a global biopharmaceutical leader for SteraMist iHP integration into sterile manufacturing [31]. - A custom integration pipeline valued at approximately $3 million was announced, with ten active projects across TOMI's SIS and CES platforms [30]. - Approximately $1.6 million of the $3 million integration pipeline has been awarded, with $800,000 recognized since the announcement [34]. Product Efficacy and Applications - The FDA broadened the permitted use of hydrogen peroxide as a direct food additive, significantly expanding SteraMist iHP's potential applications in the food safety market [26]. - SteraMist demonstrated efficacy in combating Honeybee Colony Collapse, enhancing TOMI's position in supporting global food security [23]. - SteraMist iHP achieves a 6-log (99.9999%) or greater kill rate, significantly outperforming most household and industrial disinfectants [67]. - The SteraMist product line includes mobile and permanently integrated solutions, achieving full room disinfection of spaces up to 103.8 m³ (3,663 ft³) in approximately 45 minutes [51]. Operational and Management Developments - The company appointed Mr. David Vanston as Chief Financial Officer to support operations and internal control improvement initiatives [22]. - The company employs 20 full-time executive, operational, and administrative personnel, operating with a lean, cross-functional team [74]. Market Demand and Trends - Healthcare-associated infections (HAIs) affect 7–10% of hospitalized patients globally each year, driving demand for advanced disinfection solutions [41]. - TOMI's BIT Solution sales remained stable, with increased demand from food safety clients following the FDA's late 2025 announcement [33]. - The BIT Solution's 7.8% hydrogen peroxide concentration allows for DOT transport advantages, as it falls below the threshold prohibiting air shipment of higher concentrations [73]. Intellectual Property and Brand Development - The company maintains over 200 trademarks registered or pending globally, covering chemical formulations, sterilization equipment, services, and training [71]. - The company has established relationships with large franchise networks, including T.A.C.T. (18 U.S. locations) and Steri-Clean (approximately 60 franchises) [43]. Research and Development - Research and development expenses for the years ended December 31, 2025 and 2024 were approximately $290,000 and $291,000, respectively [46]. - SteraMist was honored with the 2025 "Disinfection and Decontamination Products Company of the Year" award from Medtech Outlook [22].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ Registration statement pursuant to Section 12(b) or 12(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 Grand Duchy of Luxembourg (Jurisdiction of incorporation or organization) 26, Boulevard Royal - 4 th Floor L-2449 Luxembourg (Address of principal executive offices) Marcos Basaldella ...

Exhibit 99.1 NextPlat Reports $54 Million in Revenue for Full Year 2025 as Business Turnaround Initiatives Support Operational Profitability Goals in 2026 Refocusing and Cost Cutting Ef orts Now Delivering Operational Improvement Including Sequential Margin Expansion and Significant Cost Reductions HALLANDALE BEACH, FL – March 31, 2026 – NextPlat Corp (NASDAQ: NXPL, NXPLW) ("NextPlat" or the "Company"), a global consumer products and services company providing healthcare and technology solutions through e-c ...

Financial Performance - The company has incurred losses totaling €400.8 million since inception, with a net loss of €24.0 million for the year ended December 31, 2025[101]. - As of December 31, 2025, the company had cash and cash equivalents of €52.8 million[101]. - The company anticipates ongoing significant losses for the foreseeable future due to its focus on research and development[96]. - The company has not yet established a source of revenues sufficient to cover its operating costs[103]. - The company may encounter difficulties in raising additional funding, which could adversely affect its business and financial position[104]. Development and Clinical Trials - The company expects to continue incurring significant expenses related to the development and manufacturing of nanotechnology product candidates and conducting clinical studies[102]. - The company’s product candidates are in various phases of development, with a high rate of attrition expected[112]. - Clinical trials for product candidates, including JNJ-1900 (NBTXR3), may encounter substantial delays or fail to demonstrate safety and efficacy[120]. - Patient enrollment challenges could delay or prevent clinical studies, impacting the timeline for regulatory approval[133]. - The company faces potential delays in patient enrollment for clinical trials, which could increase costs and affect the timing of analyses and outcomes[137]. - Undesirable side effects from product candidates may halt clinical development, delay regulatory approval, or limit commercial potential[138]. - Limited clinical trial applications may reveal high incidence of side effects, impacting the development of product candidates[139]. Strategic Partnerships and Licensing - The company relies on its strategic licensee, Janssen, for the clinical development and commercialization of its lead product candidate JNJ-1900 (NBTXR3)[92]. - The global exclusive licensing agreement with Janssen is critical, as future payments from this agreement are expected to contribute significantly to revenue[159]. - The company transferred the sponsorship of the NANORAY-312 clinical trial to JJEI, increasing reliance on Janssen for oversight[160]. - The company relies on third-party partners for the development and commercialization of JNJ-1900 (NBTXR3), increasing operational risks[157]. - The company may face significant disruptions if Janssen terminates the licensing agreements, impacting expected revenue and operational stability[163]. Regulatory and Compliance Risks - The approval processes for product candidates, such as JNJ-1900 (NBTXR3), are lengthy and costly, with no guarantee of success[212]. - Regulatory changes could significantly increase costs and complexity in drug development, impacting the economic value of product candidates[211]. - Ongoing regulatory requirements will apply even after obtaining marketing authorization, affecting manufacturing, labeling, and post-market safety[217]. - Compliance with healthcare laws is essential to avoid significant penalties and reputational harm, impacting future earnings[221]. - The company is subject to numerous environmental, health, and safety laws, and failure to comply could result in substantial costs and impair research and development efforts[191]. Intellectual Property Risks - The company's competitive position may decline if it fails to adequately protect its intellectual property rights, including patents and trade secrets[237]. - Patent protection is uncertain due to potential challenges from third parties and the lengthy process of obtaining patents, which may affect the commercialization of product candidates[238]. - The lifespan of patents is limited, with issued patents and applications expiring between 2029 and 2045, potentially impacting the company's competitive advantage[250]. - The company may not seek patent protection in all jurisdictions, limiting its ability to enforce intellectual property rights globally[252]. - The company’s success depends on its ability to operate without infringing on third-party intellectual property rights, which could lead to costly litigation or licensing fees[263]. Operational and Management Risks - The company expects its employee base to continue to grow as it manages development and expansion, which includes operating manufacturing facilities and commercializing product candidates[181]. - The management identified no material weaknesses in internal control over financial reporting as of December 31, 2025, but future weaknesses could limit the ability to prevent or detect misstatements[196]. - The company relies heavily on key management personnel, and losing them could have a material adverse effect on its operations[272]. - Attracting and retaining qualified personnel is critical, and failure to do so could negatively impact the company’s ability to develop its product candidates[273]. Market and Competitive Environment - The company faces substantial competition in the biotechnology and oncology industries from companies with greater resources and experience[98]. - Pricing pressures are expected to continue and may increase, making it difficult for the company to sell future products at acceptable prices[233]. - Political and legislative uncertainty may harm the company's ability to market products and generate revenues, potentially increasing compliance and operating expenses[232]. - Cost-containment measures by governments and payors may adversely affect the company's ability to set fair prices for its products[226]. Cybersecurity and Data Privacy Risks - Cybersecurity threats, including ransomware attacks, pose significant risks to the company's information technology systems and could disrupt operations and clinical trials[198]. - Data privacy regulations, including GDPR and HIPAA, impose requirements on the collection and use of personally identifiable information, and non-compliance could adversely affect the company's operations and financial condition[203]. - The company faces potential civil and criminal penalties if it fails to comply with applicable privacy laws, including GDPR and HIPAA[206].

Exhibit 99.1 Rekor Systems Reports Full Year 2025 Results ● Revenue increased approximately 5% year-over-year, reflecting steady top-line growth despite a strong prior-year comparison. ● Gross margins expanded to 56%, up from 49% in 2024, driven by a focus on higher-value, recurring revenue streams. ● Adjusted EBITDA loss reduced by approximately 38%, reflecting successful cost alignment and operational efficiencies. ● Achieved positive operating cash flow in Q4 2025, marking the Company's first quarter of ...

Financial Performance - 76.1% of the underlying properties in the portfolio are stabilized with a weighted average occupancy of 90.5%[41] - The portfolio-wide weighted average debt service coverage ratio (DSCR) is 1.24x, and the weighted average loan to value (LTV) is 63.6%[41] - The average debt service coverage ratio (DSCR) indicates a strong ability to cover debt obligations, supporting investment stability[41] - The weighted average maturity of investments is 3.1 years as of December 31, 2025, indicating a relatively short-term investment horizon[41] Investment Strategy - The primary investment objective is to generate attractive, risk-adjusted returns for stockholders over the long term[42] - The company targets investments in first-lien mortgage loans, mezzanine loans, preferred equity, and multifamily properties, focusing on top 50 MSAs[44] - The expected leverage ratio will not exceed 3-to-1, which is considered prudent given the asset-level leverage typically present[46] - The company actively monitors and stress-tests each investment to make informed and proactive investment decisions[43] Competitive Landscape - The company competes with various institutional investors, including other REITs and specialty finance companies, which may affect its ability to acquire target assets at attractive prices[60] Management and Fees - The management fee paid to the Manager is 1.5% of Equity, paid monthly in cash or shares[51] Regulatory Compliance - The company has elected to be treated as a REIT for U.S. federal income tax purposes, starting from the taxable year ended December 31, 2020[62] - The company must continuously meet various requirements under the Code to maintain its REIT status, including income sources, asset composition, and distribution levels[62] - The company intends to conduct operations to avoid registration as an investment company under the Investment Company Act, ensuring that investment securities do not exceed 40% of total assets[64] - Certain subsidiaries are expected to meet the exclusion requirements under Section 3(c)(5)(C) of the Investment Company Act, which necessitates at least 55% of assets to be qualifying assets[66] - The company is classified as a "smaller reporting company" and may utilize scaled disclosures available to such companies[67] - As of December 31, 2025, the company had no employees, as it is externally managed by its Manager[68]