Clinical Development - MIRA Pharmaceuticals has completed a Phase 1 clinical trial for Ketamir-2, enrolling 56 participants, with no serious adverse events reported [49]. - The company plans to initiate a Phase 2a clinical trial for Ketamir-2 in chemotherapy-induced peripheral neuropathy (CIPN) in the first half of 2026, pending regulatory review [53]. - MIRA-55 is in preclinical development, demonstrating analgesic effects comparable to morphine without central nervous system adverse effects [18][19]. - The company is advancing MIRA-55 and SKNY-1 through IND-enabling activities, including toxicology and safety pharmacology studies [60]. - The Company is preparing to initiate a Phase 2a clinical study for chemotherapy-induced peripheral neuropathy (CIPN) under its active IND application, focusing on safety, tolerability, and preliminary efficacy [64]. - Ketamir-2 has completed GMP manufacturing for preclinical and clinical studies, designed as an oral NMDA receptor modulator with a differentiated safety profile compared to ketamine [65][82]. - MIRA-55 is targeting an Investigational New Drug (IND) submission for inflammatory pain, with ongoing IND-enabling development activities [20][30]. - SKNY-1 is also targeting an IND submission in 2026, subject to completion of required studies and regulatory interactions [26][32]. - Human clinical trials are conducted in three phases, with Phase I focusing on safety and tolerability, Phase II on efficacy and dosing, and Phase III on effectiveness and safety in a larger patient population [120]. Market Potential - The North American neuropathic pain market is estimated in the multi-billion-dollar range, driven by an aging population and increasing prevalence of conditions like CIPN [79]. - The global obesity therapeutics market is projected to exceed $100 billion over the next decade, highlighting the demand for effective treatments [87]. - SKNY-1 demonstrated significant reductions in high-calorie food consumption and nicotine-seeking behavior, indicating its potential in obesity and addiction markets [74][75]. - MIRA-55 is positioned as a potential non-opioid alternative for inflammatory pain, addressing safety limitations associated with current therapies [85]. - The Company aims to advance a diversified pipeline targeting neurological, neuropsychiatric, inflammatory, and metabolic disorders, focusing on significant unmet medical needs [91]. Regulatory and Compliance - The U.S. Drug Enforcement Administration has classified Ketamir-2, MIRA-55, and SKNY-1 as non-controlled substances, potentially facilitating clinical development [21][33]. - Regulatory compliance is critical, with substantial requirements imposed by the FDA and other authorities throughout the drug development process [112]. - The company has completed pre-clinical laboratory tests, animal studies, and formulation studies in compliance with FDA's good laboratory practice regulations [116]. - An IND application has been submitted to the FDA, which must become effective before human clinical trials can begin [116]. - The FDA review process for an NDA typically takes twelve months, with a goal to review and act on submissions within ten months from the completion of the preliminary review [123]. Financial Position - The company has an accumulated deficit of $39.6 million through December 31, 2025, and $29.1 million through December 31, 2024, raising substantial doubt about its ability to continue as a going concern [169]. - For the year ended December 31, 2025, the company reported a net operating cash outflow of $4.6 million and a net cash inflow from financing activities of $8.2 million [175]. - The company has yet to generate revenues or achieve a profit and may not do so for many years, if at all [180]. - The company plans to secure additional capital through public or private equity offerings and strategic transactions, but there are no assurances of success [170]. - The maximum amount eligible to be sold under the At The Market Offering Agreement is $75 million, with net proceeds of $6.7 million for the year ended December 31, 2025 [171]. - The company expects significant and increasing liquidity needs and will require additional funding to support operations and product development [176]. Risks and Challenges - Clinical trials for product candidates are expensive and uncertain, with a high rate of failure for drug candidates proceeding through these trials [159]. - The company has significant reliance on third parties for conducting clinical trials and manufacturing product candidates [162]. - The regulatory approval processes with the FDA are lengthy and inherently unpredictable, impacting the timeline for potential revenue generation [158]. - Conflicts of interest may arise between the company and MIRALOGX, which could complicate decision-making processes [181]. - The company currently has no drug products on the market, with all drug development projects in pre-clinical or early clinical stages [185]. - Significant capital resources and years of clinical development efforts are required for the positive development of product candidates Ketamir-2 and MIRA-55 [185]. - The company is dependent on successful pre-clinical and clinical development, FDA regulatory approval, and commercialization of its product candidates [189]. - The company has limited marketing experience and does not anticipate establishing a sales force or distribution capabilities [194]. - The commercial success of product candidates will depend on factors such as physician willingness to prescribe, payer reimbursement, and market acceptance [195]. - The company faces intense competition from larger companies with greater resources and experience [201]. - Regulatory approval timelines for product candidates like Ketamir-2 and MIRA-55 are uncertain, impacting business strategy execution [188]. - The market for the company's products will depend significantly on access to third-party payers' drug formularies [198]. - The company may face pricing pressures from third-party payers, affecting revenue and profitability [199]. - The development and commercialization of drugs is highly competitive, with many competitors potentially developing superior products [202]. - The entry of generic drug versions into the market is expected to lead to rapid and substantial price declines for medicines, potentially affecting profitability [206]. - Mergers and acquisitions in the pharmaceutical and biotechnology sectors may concentrate resources among fewer competitors, impacting market dynamics [207]. Manufacturing and Supply Chain - Manufacturing processes for product candidates like Ketamir-2 and MIRA-55 are complex and highly regulated, posing risks to supply and quality standards [210]. - Delays in product shipments due to regulatory issues could materially affect business operations and financial condition [209]. - The company may face challenges in scaling manufacturing capabilities to meet market demand, which could lead to delays in clinical trials and product launches [213]. - Quality issues during manufacturing could result in significant delays or modifications to planned pre-clinical or clinical trials [213]. - The FDA's approval process for manufacturing facilities is critical, and failure to comply with regulations could lead to severe operational impacts [214]. - Business interruptions, such as loss of manufacturing facilities or raw materials, could adversely affect product development and sales [215]. - The company currently lacks sufficient insurance coverage for potential business interruptions, which may exacerbate financial risks [215]. - The complexity of manufacturing processes may hinder the ability to pass regulatory inspections, impacting product approval timelines [214].

Bitcoin Holdings and Strategy - As of December 31, 2025, the Company holds Bitcoin valued at $516,153,485, with a total of 5,833 Bitcoins acquired through a strategy involving liquid assets exceeding working capital requirements[28]. - The Company has experienced a fair value gain on digital assets amounting to $333,079,818 from December 31, 2024 to December 31, 2025[28]. - The Bitcoin acquisition strategy includes potential capital raising transactions to fund further Bitcoin purchases, with no specific target for total holdings set[25]. - The Company holds substantially all of its Bitcoin in custody accounts with institutional-grade custodians and views its Bitcoin holdings as being held for trading[63]. - The Company anticipates a decrease in Bitcoin mining rewards from 3.125 Bitcoin to 1.5625 Bitcoin per mined block by 2028 due to the Bitcoin halving process[68]. - The current reward for Bitcoin miners is 3.125 Bitcoin per mined block, expected to halve to 1.5625 Bitcoin in 2028[171]. Business Strategy and Operations - The Company has shifted its business strategy to focus on AI-enabled software development services and Bitcoin acquisition, terminating all operations in the PRC as of Q3 2024[19]. - The Company is expanding its customer base, currently serving industries such as property management, cryptocurrency mining, and energy, while exploring opportunities in new media, financial services, transportation, education, and healthcare[22]. - The Company anticipates evolving its SaaS+AI offerings from tailored solutions to more standardized software applicable across various industries[24]. - The Company provides AI-enabled software development services across various Asian markets, including the USA, Hong Kong, Singapore, Malaysia, and Japan[61]. - The Company operates under a "SaaS+AI" model, focusing on customized software development projects tailored to specific market demands[75]. Financial Performance - For the fiscal year ended December 31, 2025, service revenue increased to $11.61 million from $1.80 million in 2024, representing a growth of 545.3%[184]. - The cost of revenue rose significantly to $9.86 million in 2025 from $0.73 million in 2024, an increase of 1,250.4%[184]. - Gross profit for 2025 was $1.76 million, up 64.2% from $1.07 million in 2024, but the gross margin decreased to 15.1% from 59.4% due to more complex projects[192]. - Research and development expenses surged to $14.48 million in 2025, compared to nil in 2024, primarily due to share-based compensation and outsourced development costs[197]. - Other income increased dramatically to $279.75 million in 2025 from $43.19 million in 2024, largely due to appreciation in the fair value of Bitcoin holdings[201]. - Net income from continuing operations for 2025 was $143.16 million, a significant increase from $21.54 million in 2024, driven by gains in digital asset values[204]. - Income tax expenses rose to $56.38 million in 2025 from $8.23 million in 2024, reflecting the increase in taxable income from higher other income[203]. Regulatory Environment - The regulatory environment for digital assets remains uncertain, with potential impacts on the Company's operations and Bitcoin strategy due to evolving regulations in the U.S. and globally[36]. - The PRC Crypto Restrictions are evolving and may impact companies operating outside of China, potentially leading to increased regulatory scrutiny and compliance costs[47]. - The U.S. federal government is considering new regulations for digital assets, including the potential creation of a U.S. CBDC, as outlined in the executive order signed by President Biden on March 9, 2022[48]. - The SEC has initiated actions against major cryptocurrency platforms, including Binance and Coinbase, for operating without proper registration and compliance with securities laws[49]. - The European Union's Markets in Crypto Assets Regulation (MiCA) became effective in June 2023, with requirements phasing into effect through 2024[49]. - The SEC filed a complaint against Kraken in November 2023, alleging it operated as an unregistered securities exchange and had deficient internal controls[49]. - The U.S. House of Representatives introduced the Digital Asset Market Clarity Act of 2025, which could classify Bitcoin as a "digital commodity" and expand CFTC jurisdiction[50]. - The SEC rescinded Staff Accounting Bulletin No. 121 and issued SAB 122, providing revised guidance for digital asset custody and financial reporting[50]. - The Internal Revenue Service (IRS) will require reporting of gross proceeds from digital asset transactions starting in the 2025 tax year[50]. - The SEC and CFTC issued a joint interpretive release in March 2026, clarifying the classification of digital assets, including Bitcoin as a digital commodity[50]. - The regulatory framework for virtual assets in Hong Kong is evolving, which could impose additional compliance costs on the Company[113]. Legal Matters - The Company is actively involved in legal proceedings related to unauthorized corporate actions, with a recent court ruling favoring the Company's control over its operations[85]. - The Company is involved in litigation regarding alleged oral loan agreements, with plaintiffs seeking approximately US$2,064,108 in damages plus additional amounts in Hong Kong dollars[100]. - The Wyoming Chancery Court has allowed the Company's counterclaims to proceed, which include abuse of process and breach of fiduciary duty[98]. - The trial is scheduled to commence on September 1, 2026, and the matter is currently in the discovery phase[102]. - The Company intends to continue vigorously defending against claims and has filed counterclaims including abuse of process and breach of fiduciary duty[138]. - The Company has successfully defended against multiple lawsuits aimed at asserting control over it, with the latest case dismissed with prejudice[131]. Shareholder and Equity Information - The Company will distribute no less than 80% of annual profits to shareholders as dividends, but no dividends were declared for the year ended December 31, 2025[57]. - The Company has a dividend policy to distribute no less than 80% of annual profits to shareholders, but no dividends were declared for the year ended December 31, 2025[150]. - The Company issued 3,940,000 shares of common stock valued at US$13,396,000 for the acquisition of Future Dao Group Holding Limited[154]. - The aggregate purchase price for the acquisition of 5,000 Bitcoin is US$150 million, with a prepayment of US$12.13 million applied[157]. - The Company has approximately 370 holders of record for its common stock as of March 31, 2026[149]. - The last reported sales price for the Company's common stock was $6.03 per share as of December 31, 2025[147]. - The Company faced multiple compliance notices from Nasdaq but regained compliance with listing requirements by June 2025[162]. Assets and Liabilities - As of December 31, 2025, total assets were $524.13 million, with $5.62 million in cash and cash equivalents and $516.15 million in digital assets[206]. - Total liabilities as of December 31, 2025, were $68.55 million, including $64.62 million in deferred tax liabilities[206]. - The company reported a net income of $143.16 million for the year ended December 31, 2025, with net cash used in operating activities amounting to $3.07 million[210][214]. - Cash generated from financing activities was $8,030,250 for the year ended December 31, 2025, compared to nil for 2024[217]. - The company had a positive working capital of $520.20 million as of December 31, 2025[210]. - Total stockholders' equity as of December 31, 2025, was $455.58 million, a significant increase from $81.63 million in 2024[206][209]. Corporate Governance and Compliance - The Company maintains certain insurance policies but does not have business interruption or product liability insurance, which are not mandatory under local laws[81]. - The Company has established cybersecurity procedures to manage risks related to unauthorized events affecting its electronic information systems[121]. - The principal executive office has moved to Japan, with a lease term from December 1, 2025, to November 30, 2026[125]. - The Company is currently under the control of its existing board of directors following a court ruling against unauthorized claims of control[130]. - The Company dissolved its subsidiary, WeTrade Technology (Shanghai) Co., Ltd., in July 2024, which was classified as a discontinued operation[208]. - A 200-for-1 reverse stock split was executed on September 16, 2025, reducing outstanding shares from approximately 566.27 million to about 2.86 million[208].

Bitcoin Holdings and Strategy - As of December 31, 2025, the Company holds Bitcoin valued at $516,153,485, with a total of 5,833 Bitcoins acquired through a strategy involving liquid assets exceeding working capital requirements[28] - The Company has experienced a fair value gain on digital assets amounting to $333,079,818 from December 31, 2024 to December 31, 2025[28] - The Bitcoin acquisition strategy includes potential capital raising transactions to fund further Bitcoin purchases, with no specific target for total holdings[25] - The Company holds substantially all of its Bitcoin in custody accounts with institutional-grade custodians and views its Bitcoin holdings as being held for trading[63] - The Bitcoin protocol limits the total number of Bitcoin that can be generated to 21 million, with the current mining reward at 3.125 Bitcoin per block, expected to halve to 1.5625 Bitcoin in 2028[68] - The aggregate purchase price for the acquisition of 5,000 Bitcoin is US$150.00 million, with shares issued valued at US$1.02 per share[157] - The Company holds substantially all of its Bitcoin in custody accounts at institutional-grade custodians, indicating a strategic focus on Bitcoin acquisition[167] Business Strategy and Operations - The Company has shifted its business strategy to focus on AI-enabled software development services and Bitcoin acquisition, terminating all operations in the PRC as of Q3 2024[19] - The Company is expanding its customer base, currently serving industries such as property management, cryptocurrency mining, and energy, while exploring opportunities in new media, financial services, transportation, education, and healthcare[22] - The Company anticipates evolving its SaaS+AI offerings from tailored solutions to more standardized software applicable across various industries[24] - The Company provides AI-enabled software development services across various Asian markets, including the USA, Hong Kong, Singapore, Malaysia, and Japan[61] - The Company operates under a "SaaS+AI" model, focusing on customized software development projects tailored to specific market demands[75] Financial Performance - For the fiscal year ended December 31, 2025, total revenue was $11.61 million, a significant increase of 545.3% compared to $1.80 million in 2024[184] - The cost of revenue rose to $9.86 million in 2025 from $0.73 million in 2024, marking an increase of 1,250.4%[184] - Gross profit increased by 64.2% to $1.76 million in 2025, but gross margin decreased from 59.4% in 2024 to 15.1% in 2025[192] - Selling and marketing expenses were $0.75 million in 2025, compared to nil in 2024, reflecting increased marketing activities[194] - Research and development expenses surged to $14.48 million in 2025 from nil in 2024, primarily due to share-based compensation and outsourced services[197] - General and administrative expenses increased significantly to $66.72 million in 2025 from $1.09 million in 2024, driven by governance and capital market readiness efforts[199] - Other income for 2025 was $279.75 million, a 547.7% increase from $43.19 million in 2024, largely due to appreciation in Bitcoin holdings[201] - Net income from continuing operations reached $143.16 million in 2025, up 564.5% from $21.54 million in 2024, primarily due to gains in digital asset values[204] - Income tax expenses increased to $56.38 million in 2025 from $8.23 million in 2024, reflecting higher taxable income driven by Bitcoin value appreciation[203] - The company reported a net income of $143.16 million for the year ended December 31, 2025, despite net cash used in operating activities of $3.07 million[210][214] Regulatory Environment - Regulatory risks associated with operations in Hong Kong may impact the Company, particularly in light of potential changes in the political and legal environment[30] - The PRC Crypto Restrictions are evolving, potentially impacting companies operating outside of China if new regulations are introduced[47] - The U.S. federal government is considering regulatory measures for cryptocurrencies, including the evaluation of a U.S. CBDC, as outlined in the executive order signed by President Biden on March 9, 2022[48] - The SEC has filed complaints against Binance and Coinbase for operating without proper registration, alleging violations related to the operation of exchanges and the sale of securities[49] - The European Union's Markets in Crypto Assets Regulation (MiCA) became effective in June 2023, with requirements phasing into effect through 2024[49] - The SEC's proposed amendments to the definition of "exchange" could significantly impact digital asset trading venues if adopted[48] - The U.S. House of Representatives introduced the Digital Asset Market Clarity Act of 2025, which would classify bitcoin as a "digital commodity" and expand CFTC jurisdiction[50] - The SEC and CFTC issued a joint interpretive release on March 17, 2026, clarifying that Bitcoin is classified as a digital commodity under CFTC jurisdiction[50] - The SEC has rescinded Staff Accounting Bulletin No. 121, providing revised guidance for institutional digital asset custody and financial reporting[50] - The Internal Revenue Service (IRS) will require reporting of gross proceeds from digital asset transactions starting in the 2025 tax year[50] - Regulatory developments in Hong Kong regarding virtual assets could increase compliance costs and operational requirements for the Company[109] Legal Matters - The Company has faced legal proceedings related to unauthorized corporate actions, with a temporary restraining order granted against unauthorized individuals claiming to represent the Company[85] - The Company intends to vigorously defend against claims asserted in ongoing litigation, including a pending appeal regarding alleged unauthorized loan guarantees[96] - The Company is involved in litigation regarding alleged oral loan agreements, with plaintiffs seeking approximately US$2,064,108 in damages plus additional amounts in Hong Kong dollars[100] - The Wyoming Chancery Court has allowed the Company's counterclaims to proceed, which include claims of abuse of process and breach of fiduciary duty[98] - The trial is scheduled to commence on September 1, 2026, and the matter is currently in the discovery phase[102] - The Company has received a business registration certificate in Hong Kong and is in compliance with local regulations[104] - The Company does not operate a virtual asset trading platform and currently does not believe it requires a Virtual Asset Service Provider license[107] - The Company successfully obtained a temporary restraining order against unauthorized individuals claiming to represent it[129] - The Chancery Court dismissed a derivative lawsuit against the Company, allowing it to reserve the right to seek fees[131] - The Company reported a total damages claim of approximately US$2,064,108 from plaintiffs in a civil action related to alleged oral loan agreements[141] Shareholder and Equity Information - Next Technology Holding Inc. relies on dividends from its Hong Kong and BVI subsidiaries to fund cash and financing requirements[55] - The Company will distribute no less than 80% of annual profits to shareholders as dividends, but no dividends were declared for the year ended December 31, 2025[57] - The Company issued 3,940,000 shares of common stock valued at US$13,396,000 for the acquisition of Future Dao Group Holding Limited[154] - The current market price of the Company's shares is reported at US$6.03 per share as of December 31, 2025[147] - The Company has approximately 370 holders of record for its common stock as of March 31, 2026[149] - Total stockholders' equity increased to $455.58 million as of December 31, 2025, from $81.63 million in 2024[206][209] - A 200-for-1 reverse stock split was executed on September 16, 2025, reducing outstanding shares from approximately 566.27 million to about 2.86 million[208] Cash Flow and Capital Management - Cash generated from financing activities was $8,030,250 for the year ended December 31, 2025, compared to nil in 2024[217] - The company had a positive working capital of $520.20 million as of December 31, 2025[210] - The company anticipates that existing cash and cash equivalents will be sufficient to meet working capital requirements for the next 12 months[211] - There were no capital expenditures during the fiscal years ended December 31, 2025 and 2024, but future expenditures are planned to support growth[218] - The Company dissolved its subsidiary, WeTrade Technology (Shanghai) Co., Ltd., in July 2024, which was classified as a discontinued operation[208]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________________________ FORM 10-Q ___________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Delaware 75-0725338 6565 N. MacArthur Blvd., Irving, Texas 75039 (Address of Principal Exec ...

Financial Performance - The company incurred a net loss of $148.5 million for the year ended December 31, 2025, compared to a net loss of $10.3 million for the year ended December 31, 2024[131]. - The company has relied entirely on equity investments to fund operations and expects to continue this approach in the foreseeable future[137]. - The company may need additional capital in the future to continue planned operations, which could lead to substantial dilution for existing stockholders[171]. - The company does not intend to pay any cash dividends in the near future, requiring stockholders to rely on stock appreciation for returns[177]. - The market price of the company's common stock has been subject to substantial volatility, influenced by factors such as potential delisting from Nasdaq and fluctuations in the market price of Toncoin[173]. - A decline in the price of the company's common stock could adversely impact its ability to raise further working capital and continue operations[176]. Toncoin Holdings and Strategy - As of December 31, 2025, the Company staked 219,709,826 units of Toncoin, earning 2,185,286 units of TON and recognizing revenue from staking rewards of approximately $4.0 million[24]. - The Company owns 4.2% of the total supply of Toncoin as of December 31, 2025, with a strategy to accumulate over 5% of the circulating supply to enhance its role in the TON blockchain[31]. - The Company recognized staking rewards as revenue in accordance with ASC 606, with revenue measured at fair value and presented net of validator fees[32]. - The Company has announced a new TON treasury strategy, which requires specialized skillsets and operational infrastructure to support Toncoin activities[56]. - The company's revenue from its digital asset treasury strategy is derived from staking TON rewards, recognized as revenue in accordance with ASC 606[218]. Regulatory and Compliance Risks - The regulatory environment for digital assets is rapidly evolving, with potential new laws that could adversely affect the company's ability to hold or utilize Toncoin[73]. - The SEC's interpretation of Toncoin could lead to enforcement actions that adversely affect its trading value and the company's financial condition[113]. - The classification of Toncoin as a "security" could lead to additional regulations and materially impact the company's operations, potentially requiring the disposal of a substantial majority of Toncoin holdings[110]. - The company is subject to enhanced regulatory oversight due to its TON treasury strategy, which may not fully prevent compliance issues related to anti-money laundering[87]. - Future regulatory actions could restrict the company's ability to recover Toncoin or funds from counterparties, adversely affecting financial condition and operations[77]. Operational Risks - The Company may face operational risks related to the Proof-of-Stake mechanism, including slashing penalties for validators[57]. - The Company expects to interact with various smart contracts, which may expose it to technical vulnerabilities and risks[62]. - The company may face challenges in executing its operational plans if it cannot access adequate funding due to lender commitments[65]. - The company relies on third-party custodians for Toncoin, which may expose it to risks including insolvency and operational failure[103]. - Cybersecurity incidents could lead to a partial or total loss of Toncoin, adversely affecting the company's financial condition[95]. Customer Dependency - The Company has one customer that represents 25% of its 2025 revenue, indicating a significant dependence on key customers[37]. - One customer accounted for 25.3% of the company's revenues during the fiscal year ended December 31, 2025, indicating a risk of dependency on major customers[142]. Market and Competitive Landscape - The company faces significant competition in the livestream shopping platform market, with many competitors having greater resources and established customer bases[143]. - The growth and acceptance of Toncoin are uncertain and may depend on various factors, including institutional demand and competition from other digital assets[80]. - Economic conditions significantly influence demand for the company's products and services, with discretionary spending being a key revenue driver[159]. Human Capital and Management - As of December 31, 2025, the Company had 25 full-time employees and two part-time employees, emphasizing its focus on human capital management[41]. - The company faces challenges in attracting and retaining qualified personnel, which is critical for managing growth and operational success[166]. Corporate Governance and Structure - The Company changed its name to TON Strategy Company and its trading symbol to "TONX" effective September 2, 2025[49]. - The company operates four business units: TON Strategy Company, MARKET.live, LyveCom, and Go Fund Yourself, with MARKET.live and LyveCom aggregated into a single reportable segment[211]. - The company's bylaws contain an exclusive forum provision, which could limit stockholders' ability to obtain a favorable judicial forum for disputes[188]. Future Financing and Capital Structure - The company may need to pursue additional financing sources to maintain working capital and meet financial obligations due to liquidity concerns[135]. - 16,000,000 shares of common stock have been registered under the equity incentive plans, and sales of these shares may result in material dilution[172]. Technology and Innovation - The integration of AI technologies into the company's platform may present operational, compliance, and reputational risks, potentially affecting business performance[153]. - The regulatory framework for AI technologies is rapidly evolving, creating uncertainty that could impact the company's operations and ability to enhance AI-based offerings[154].

Financial Performance - Total revenue for full year 2025 was $28.1 million, a decrease of 0.9% compared to $28.3 million in 2024[20] - Net loss attributable to American Shared Hospital Services for full year 2025 was $1.6 million, or $0.23 per share, compared to net income of $2.2 million, or $0.33 per diluted share in 2024[23] - Revenues for Q4 2025 were $7.728 million, a decrease from $9.069 million in Q4 2024, while total revenues for the year were $28.082 million, slightly down from $28.340 million in 2024[39] - Operating loss for Q4 2025 was $(1.401) million, compared to $(1.830) million in Q4 2024, with the annual operating loss increasing to $(3.588) million from $(2.805) million[39] - Net loss for Q4 2025 was $(1.008) million, an improvement from $(1.871) million in Q4 2024, while the annual net loss was $(2.727) million compared to a profit of $1.532 million in 2024[39] - Basic loss per share for Q4 2025 was $(0.09), compared to $(0.20) in Q4 2024, while the annual basic loss per share was $(0.23) versus $0.34 in 2024[39] Revenue Breakdown - Revenue from direct patient care services increased 23.7% year-over-year to $15.5 million for full year 2025, driven by operations from new centers in Rhode Island and Puebla, Mexico[20] - LINAC revenue for Q4 2025 was $11.5 million, up 35.4% year-over-year, while Gamma Knife revenue was $9.2 million, down 5.5% year-over-year[5] - Revenue from medical equipment leasing segment decreased 33.9% to $2.9 million for Q4 2025 due to lower PBRT volumes and the expiration of three Gamma Knife contracts[17] Margins and EBITDA - Gross margins for full year 2025 were 18% or $5.1 million, compared to 32% or $9.2 million for full year 2024[22] - Gross margin for Q4 2025 was $906,000, significantly lower than $3.204 million in Q4 2024, with annual gross margin dropping to $5.064 million from $9.185 million[39] - Adjusted EBITDA for Q4 2025 was $868,000, down from $3.8 million in Q4 2024[19] - Adjusted EBITDA for Q4 2025 was $868,000, down from $3.760 million in Q4 2024, with annual adjusted EBITDA decreasing to $5.461 million from $8.885 million[42] Financial Position - As of December 31, 2025, total current portion of long-term debt was approximately $17.3 million, with certain financial covenants not met[26] - Cash and cash equivalents decreased to $3.712 million as of December 31, 2025, from $11.275 million in 2024[40] - Current liabilities surged to $23.444 million in 2025, up from $10.405 million in 2024, indicating increased financial obligations[40] - Shareholders' equity, excluding non-controlling interests, decreased to $24.034 million in 2025 from $25.183 million in 2024[40] Strategic Developments - The company completed a seven-year lease extension with Orlando Health for its Proton Beam Radiation Therapy System, enhancing long-term partnership[6] - The company ended Q4 2025 with eight domestic medical equipment leasing agreements and six direct patient care service centers operating in the U.S. and Latin America[5] - The company reported a bargain purchase gain of $3.794 million in 2024, which was not present in 2025, impacting year-over-year comparisons[39]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended January 31, 2026 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _______ to _______ Commission file number 1-4908 The TJX Companies, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or ...

Financing and Investment Strategy - MDB Capital Holdings operates a foundational platform for financing startups, focusing on community-driven micro and small-cap financings ranging from $5 million to $60 million[22]. - MDB's investment criteria emphasize "Tech Leadership Potential," "Platform Technology," and "Large Market Potential," targeting companies with substantial unmet needs[26]. - MDB has successfully facilitated IPOs for three companies, each trading near or over $1 billion in market value, enhancing their ability to raise capital for commercialization[32]. - MDB's approach includes a two-step financing model, providing initial seed capital of $5 to $10 million, followed by additional funding of $20 to $60 million for commercialization[29]. - MDB plans to seek one or two partner company opportunities per year, maintaining a majority ownership stake in co-founded companies[47]. - MDB shareholders can buy or sell shares in the holding company at any time, participating in capital formation through methods like private placements or IPOs[46]. - The company has funded operations since inception in 2022 primarily through equity financings and revenue generated by services provided through Public Ventures[136]. - The company may require additional capital to support operations and business growth, which might not be available on favorable terms[136]. Partner Companies and Market Potential - The Big Idea Pipeline identifies approximately 250 technologies annually, with about 50 evolving into active Big Idea Companies, and 2 currently in active negotiations for potential partnership or investment[25]. - Partner companies benefit from being public, as it enables them to grant liquid equity as part of compensation, attracting and retaining talent[45]. - The partner companies are expected to be early-stage development companies, making it difficult to evaluate their future success[145]. - The company does not rely on operating cash flows from partner companies, which are anticipated to not generate revenues or positive cash flow initially[140]. - Partner companies may face challenges in raising capital, which could hinder their operations and affect the company's ownership value[185]. Regulatory Compliance and Risks - MDB will keep investment securities below 40% of total assets to avoid being classified as an investment company under the Investment Company Act of 1940[49]. - The company is subject to extensive regulations, especially for partner companies engaged in medical or pharmaceutical development, which could lead to fines and limitations on activities[148]. - The company is monitoring compliance with the 40% Test to avoid regulation under the Investment Company Act of 1940[151]. - The company is subject to U.S. federal income tax regulations that may affect shareholders' tax liabilities, regardless of cash distributions[125]. - The company intends to maintain its partnership status for tax purposes, but changes in law could adversely affect the value of its shares[129]. - Future legislative or regulatory actions could significantly change the tax aspects of investments in the company's shares[133]. - The company may need to forego attractive business opportunities to maintain its tax treatment as a partnership[131]. Cybersecurity and Data Privacy - The company faces increased information security risks due to new technologies and sophisticated cyber threats, which could disrupt business services[108]. - The company may not have adequate insurance coverage for liabilities resulting from cyberattacks or security breaches, potentially affecting its financial stability[113]. - The company must comply with laws requiring notification of security breaches, which could lead to costly disclosures and damage to reputation[110]. - Cybersecurity threats, including cyberattacks and security breaches, pose significant risks to the company's operations and reputation, with potential for legal claims and financial exposure[177]. - Unauthorized access to confidential information could lead to significant legal and financial liabilities, damaging the company's reputation and client trust[179]. - The evolving regulatory framework for privacy and data protection may require significant changes to business practices and incur additional costs[106]. - Regulatory changes regarding data privacy, such as the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA), may require modifications to data handling practices and incur additional costs[172][173]. Operational Structure and Human Capital - The company has 14 full-time employees and 40 full-time contractors providing administrative support, research, and analytical services[119][120]. - The company anticipates growth in human capital, including employees, contractors, and consultants, as operations expand[121]. - The company emphasizes the critical importance of retaining senior professionals and the potential adverse effects on its operations and financial condition if key employees leave[152]. - The company faces risks related to the selection and performance of partner companies, which may not generate income returns at similar levels as prior partners[134]. Intellectual Property and Legal Challenges - Partner companies face significant challenges in enforcing intellectual property rights in foreign jurisdictions, particularly in developing countries, which may lead to substantial costs and management distractions[193]. - Litigation related to intellectual property can be expensive and time-consuming, with risks of invalidating patents or failing to stop infringement, even if successful[194]. - The effectiveness of intellectual property protection relies on a combination of patents, trade secrets, and confidentiality agreements, but these measures may still be circumvented or challenged[196]. - Inadequate trademark protection can hinder brand recognition and market competitiveness for partner companies[198]. - Collaborations for research, clinical trials, and distribution are crucial, and failure to establish or maintain these partnerships could adversely affect business development[199]. - Future collaborations may pose risks such as non-performance by collaborators, which could delay product development and commercialization[200]. Public Ventures and Operational Risks - Public Ventures, a wholly-owned subsidiary, began self-clearing U.S. equity securities in January 2024, expanding its operational capabilities[66]. - Public Ventures is licensed as a broker-dealer in 33 states and must comply with each state's regulations[90]. - The SEC's Uniform Net Capital Rule may limit Public Ventures' ability to withdraw capital from its broker-dealer subsidiary[91]. - Public Ventures must adhere to extensive compliance practices to avoid fines and sanctions, particularly in its dealings with high-risk small and micro-cap companies[215]. - The company faces increased cybersecurity threats as it expands its business, necessitating significant investment in security measures to protect sensitive client information[218]. - Public Ventures has entered into contractual arrangements with key industry entities like the Depository Trust Company and National Securities Clearing Corporation, which are critical for its clearing operations[219]. - The company must maintain adequate capitalization levels to conduct its broker-dealer and self-clearing operations, with expectations of substantial regulatory changes that may require additional capital as settlement operations move to T+0[220].

Mergers and Acquisitions - Catheter Precision, Inc. merged with Old Catheter on January 9, 2023, becoming a wholly owned subsidiary, focusing on cardiac electrophysiology technologies [287]. - Cardionomix acquired the CPNS System for $1.9 million, which includes $0.3 million in stock and a $1.5 million promissory note [301]. - An acquisition of PeriKard, LLC was completed on January 24, 2025, for 14,473 shares valued at $113 thousand, with potential royalty payments of 10% on net sales for five years [298]. Product Development and Innovation - The VIVO System has been utilized in over 1,000 procedures in the U.S. and EU, with no reported device-related complications, and has received FDA clearance for marketing as a pre-procedure planning tool [291]. - The LockeT device was registered with the FDA in May 2024, and CE Mark approval was obtained in April 2025, allowing marketing in the EU, Switzerland, and Turkey [294]. - The company aims to establish VIVO as a key tool for cardiac electrophysiologists, reducing procedure time and complications while increasing success rates [296]. - KardioNav was formed to develop a system integrating VIVO mapping technology with patents for interfacing with implanted cardiac devices, currently in the planning phase [314]. Financial Performance - The company reported revenues primarily from the VIVO System and LockeT device, with approximately 20% of sales derived from international customers in 2025 [332][334]. - Revenue for the year ended December 31, 2025, increased by approximately $399 thousand to $819 thousand compared to $420 thousand in 2024, driven by a $408 thousand increase in LockeT sales [343]. - Cost of revenues rose by approximately $21 thousand to $63 thousand in 2025, primarily due to increased LockeT sales, offset by higher product margins [344]. - The company recorded a net loss of $17.7 million for the year ended December 31, 2025, contributing to net cash used in operating activities of approximately $8.3 million [363]. - As of December 31, 2025, the company had cash and cash equivalents of approximately $0.1 million and an accumulated deficit of approximately $309.5 million [355]. - The company expects operating losses and negative cash flows to continue unless sales and gross profit increase sufficiently to cover operating expenses [359]. Expenses and Costs - Selling, general and administrative expenses included employee-related costs and professional services, impacting overall financial performance [336]. - Selling, general and administrative expenses increased by approximately $726 thousand to $12,075 thousand in 2025, mainly due to higher salaries and benefits, stock-based compensation, and professional fees [345]. - Research and development expenses were incurred for product development and clinical studies, reflecting the company's commitment to innovation [337]. - Research and development expenses increased by approximately $590 thousand to $862 thousand in 2025, attributed to higher professional fees and salaries related to R&D activities [346]. - Acquired in-process research and development expenses rose by approximately $1,967 thousand in 2025, primarily due to asset acquisitions, including $1.9 million related to Cardionomic's CPNS System [348]. Debt and Financing - The company entered into a Securities Purchase Agreement in May 2025, raising gross proceeds of $1.5 million in cash and $864 thousand in QHSLab Notes [303]. - The Series L Warrants from the May 2025 PIPE Financing are exercisable into common stock at an exercise price of $9.50 per share, expiring on January 25, 2031 [304]. - The company entered into an At Market Offering Agreement allowing the sale of up to $4.3 million of common stock, with 887,852 shares sold for gross proceeds of $4.0 million as of December 31, 2025 [311][313]. - The company is pursuing additional private placements, with gross proceeds of $2.2 million from a February 2026 financing agreement [328]. - The company issued unsecured convertible notes payable totaling $306 thousand, with a maturity date of September 30, 2026 and an interest rate of 10% per annum [316]. - The second amendment of Related Party Notes extended maturity dates to January 31, 2028, and January 31, 2029, with a recognized premium of $0.2 million due to fair value adjustments [319][320]. - A Royalty Right Exchange was executed, exchanging $2.7 million in future royalty rights for Series J Convertible Preferred Stock valued at $5.3 million, resulting in a loss on debt extinguishment [325]. - Loss on debt extinguishment was recognized when the reacquisition price exceeded the net carrying amount of liabilities, impacting financial statements [340]. Accounting and Reporting - The preparation of audited consolidated financial statements involves estimates and assumptions related to assets, liabilities, revenue, and expenses, which may differ from actual results [371]. - Intangible assets from business combinations are amortized on a straight-line basis over their estimated useful lives, with management regularly evaluating their carrying value [373]. - The company recognizes a liability for royalty fees based on actual sales of products, with future estimated royalty payments recorded at fair value [376]. - The fair value measurement of royalties payable includes significant unobservable inputs, with the present value of estimated future royalty payments discounted using an internally developed revenue adjusted discount rate [377]. - Convertible notes payable are measured using the fair value option, with remeasurement at each reporting date based on a probability weighted expected return model [378]. - New accounting pronouncements are described in the audited consolidated financial statements, including expected adoption dates and estimated effects on financial results [379].

FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission file number: 001-38677 Catheter Precision, Inc. (Exact name of Registrant as specified in its charter) Delaware 38-3661826 (State or ...