ENCORE ENERGY CORP. (Exact name of registrant as specified in its charter) | British Columbia, Canada | Not Applicable | | --- | --- | | State or other jurisdiction of incorporation or organization | (I.R.S. Employer Identification No.) | One Galleria Tower 13355 Noel Rd, Suite 1700 Dallas, Texas 75240 (Address of principal executive offices, including zip code) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION ...

Clinical Trials and Regulatory Status - NurOwn® has completed Phase 3 clinical trials for ALS and Phase 2 trials for PMS, with top-line data announced on November 17, 2020, and March 24, 2021, respectively[14]. - The FDA issued a refusal to file (RTF) letter for the Biologics License Application (BLA) for NurOwn® on November 10, 2022, prompting a Type A meeting to discuss the RTF content[15]. - The Advisory Committee voted on September 27, 2023, with 17 voting no, one yes, and one abstention, indicating that NurOwn® did not demonstrate substantial evidence of effectiveness for mild to moderate ALS[15]. - The BLA for NurOwn® was withdrawn on November 3, 2023, in coordination with the FDA, and is considered a withdrawal without prejudice[15]. - A Special Protocol Assessment (SPA) request for a planned Phase 3b clinical trial was submitted to the FDA on February 23, 2024, and written agreement on the trial design was received on April 9, 2024[32]. - The FDA issued a Refusal to File (RTF) letter regarding the BLA for NurOwn®, citing insufficient evidence of effectiveness and CMC-related items[50]. - Following the RTF, the company requested a Type A meeting with the FDA to discuss the letter's contents and potential pathways for regulatory review[52]. - The company plans to file the BLA for NurOwn® over Protest to expedite the review process[54]. - The Phase 3 trial enrolled a broad set of participants, including those with advanced ALS, which may have impacted the sensitivity of the ALSFRS-R[51]. - The FDA's Advisory Committee voted 17 against, 1 in favor, and 1 abstention regarding the effectiveness of NurOwn® for treating mild to moderate ALS on September 27, 2023[66]. - The company announced the withdrawal of the BLA for NurOwn® on November 3, 2023, which was coordinated with the FDA and considered a withdrawal without prejudice[66]. - The company received written agreement from the FDA on April 9, 2024, under a Special Protocol Assessment (SPA) for the design of a Phase 3b trial of NurOwn® in ALS[66]. Clinical Efficacy and Safety - Completed two Phase 1/2 open-label trials of NurOwn® in ALS patients, demonstrating tolerability and preliminary signs of activity[33]. - Phase 2 trial involved 48 patients randomized 3:1 to receive NurOwn® or placebo, with no discontinuations due to adverse events[36]. - NurOwn® treatment showed a higher response rate in the ALS functional rating scale compared to placebo, with significant improvements in muscle volume and pulmonary function[35]. - In the Phase 3 trial, 32.6% of NurOwn® participants met the primary endpoint of at least a 1.25 points per month improvement in ALSFRS-R slope, compared to 27.7% for placebo[48]. - A statistically significant treatment difference (p=0.050) was observed in a pre-specified subgroup with ALSFRS-R baseline scores of at least 35, showing an average change of -1.56 on NurOwn® versus -3.65 on placebo[51]. - Clinical analyses indicated that NurOwn® treatment resulted in significant increases in neurotrophic factors and reductions in inflammatory markers, correlating with functional improvements[44]. - The Phase III trial for NurOwn® did not meet its overall primary endpoint, but patients with ALSFRS scores above 35 showed a two-point higher score than those on placebo at the trial's end[166]. - The Phase 2 clinical trial of NurOwn® for PMS showed that 80% of the 20 enrolled patients completed the study, with no deaths or serious adverse events related to MS worsening[77]. - 38% of NurOwn® treated patients demonstrated at least a 10-point improvement in the MS Walking Scale (MSWS-12) from baseline to week 28[81]. - 67% of NurOwn® treated patients exhibited at least a 3-point improvement in the Symbol Digit Modality Test (SDMT), indicating enhanced cognitive processing[81]. Technology and Manufacturing - The NurOwn® technology platform utilizes autologous bone marrow-derived mesenchymal stem cells (MSCs) to secrete neurotrophic factors, promoting neuronal survival and improving neurological function[22]. - The proprietary technology and manufacturing process for NurOwn® are conducted in compliance with current Good Manufacturing Practice[24]. - The company has developed a validated cryopreservation process for MSC, allowing multiple doses of NurOwn® from a single bone marrow harvest[56]. - The company contracted with City of Hope and Dana Farber Cancer Institute for the manufacturing of clinical supplies of NurOwn® for the Phase 3 clinical study[57]. - The company announced a partnership with Catalent for the manufacturing of NurOwn® if FDA approval is received, with technology transfer completed in December 2021[58][59]. - The company has improved the efficiency and stability of NurOwn® production, allowing centralized manufacturing and distribution to clinical trial sites[106]. Financial and Funding - The company received a total of $15,912,390 in non-dilutive funding from the California Institute for Regenerative Medicine (CIRM) for its Phase 3 study of NurOwn® for ALS[85]. - The company employs 20 individuals across the United States and Israel, with a focus on recruiting and retaining talent to support its clinical development goals[20]. - The company holds approximately 30 granted patents and has pending applications across key global markets, including the U.S., Europe, and South America[88]. - The U.S. Patent & Trademark Office granted a Notice of Allowance for a patent covering proprietary exosome technology, expected to provide protection until April 10, 2039[89]. - The company maintains a commercial relationship with Ramot at Tel Aviv University, paying royalties of 3%-5% on net sales derived from licensed intellectual property[132]. Market and Regulatory Environment - The company aims to secure regulatory approval for NurOwn® in ALS, with a potential Biologics License Application (BLA) submission following the completion of its Phase 3b clinical trial[113]. - NurOwn® has been designated as an Advanced Therapy Medicinal Product (ATMP) by the European Medicines Agency (EMA)[129]. - The FDA regulates the approval process for biological products, which requires substantial time and financial resources, with no certainty of timely approvals for stem cell therapies[138]. - The FDA has 60 days from receipt of a Biologics License Application (BLA) to determine if the application will be accepted for filing, which is based on whether it is sufficiently complete for substantive review[147]. - The FDA targets ten months for the initial review of standard applications for original BLAs and six months for applications granted priority review, although these timelines are not always met[150]. - The approval process may require additional clinical data or other information, and the FDA may issue a Complete Response Letter detailing deficiencies in the BLA[154]. - The company must incur significant expenditures in training, record keeping, production, and quality control to ensure compliance with current Good Manufacturing Practice (cGMP) requirements[152]. - Fast Track designation allows the FDA to review sections of the marketing application on a rolling basis if certain conditions are met, potentially expediting the approval process[161]. - The company must submit annual safety reports detailing adverse events identified during clinical trials to the FDA[143]. - The FDA may require Phase 4 testing to further assess a biologic's safety and effectiveness after BLA approval[156]. - The company must develop methods for testing the identity, strength, quality, and purity of the final product during the manufacturing process[144]. - The FDA may grant orphan designation to a drug intended to treat a rare disease affecting fewer than 200,000 individuals in the U.S., providing benefits such as grant funding and tax credits[158]. Legislative and Market Challenges - The Act for ALS, signed into law on December 23, 2021, authorized up to $100 million per year for 5 years, totaling $500 million for research on neurodegenerative diseases like ALS[165]. - The FDA's Action Plan for Rare Neurodegenerative Diseases, released on June 23, 2022, outlines a five-year strategy to enhance scientific achievement and innovation in ALS drug development[166]. - Increased funding through government programs, such as ACT for ALS, has elevated focus on ALS research and expedited therapy development[169]. - The company faces uncertainty regarding insurance coverage and reimbursement for newly approved products, which could limit marketability and revenue generation[179]. - Legislative changes focused on cost containment and price transparency may impact the company's ability to sell stem cell therapies profitably[182]. - The pharmaceutical industry is expected to face pricing pressures due to managed healthcare trends and legislative proposals, which could adversely affect the company's operations[184]. - Third-party payors increasingly require pre-approval for new therapies and may demand predetermined discounts, impacting the reimbursement landscape for stem cell therapies[185]. - In the EU, pricing and reimbursement rules significantly influence pharmaceutical product pricing, with some countries requiring clinical trials to demonstrate cost-effectiveness[186]. - The downward pressure on healthcare costs has created high barriers for new product entry, with cross-border imports from low-priced markets affecting local pricing[189]. - Compliance with various healthcare laws, including the federal Anti-Kickback Statute and False Claims Act, is critical to avoid penalties and ensure operational integrity[190]. - The Patient Protection and Affordable Care Act has increased minimum Medicaid rebates and imposed mandatory discounts for Medicare Part D beneficiaries, affecting reimbursement for medical products[207]. - The Budget Control Act of 2011 mandates up to 2% reductions in Medicare payments to providers annually, effective through 2031 unless Congress intervenes[208]. - The Inflation Reduction Act of 2022 introduces a $2,000 out-of-pocket cap for Medicare Part D beneficiaries starting in 2025 and allows the government to negotiate price caps for certain high-cost drugs[212]. - Legislative changes may lead to additional reductions in Medicare funding and affect pricing for product candidates awaiting regulatory approval[208]. - The company is monitoring developments related to the 340B drug pricing program, which may expand patient access to discounted medications[211]. - Increased scrutiny on specialty drug pricing practices may lead to new transparency requirements and cost control measures in the healthcare industry[209]. - The company may incur financial liabilities under the new provisions of the Inflation Reduction Act, particularly regarding drug price increases[212]. - Ongoing litigation challenges the constitutionality of the Medicare drug price negotiation program, with uncertain implications for the company's operations[212].

Company Overview - The company develops AI-powered laboratory-based blood tests for early detection and prevention of cancers and chronic diseases [280]. - The OneTest brand includes two test families: OneTest for Cancer (MCED) and OneTest for Longevity, launched in February 2026 [281]. Financing Activities - On February 9, 2026, the company completed a second closing of bridge financing, issuing a secured convertible promissory note of $275,000 and a warrant for 62,500 shares [283]. - The company raised additional funding of $5 million through a private placement and $275,000 in convertible debt and bridge financing after December 31, 2025 [308]. - The company entered into a Note Purchase Agreement on November 17, 2025, for a secured convertible promissory note of $295,000 and a warrant for 62,500 shares of common stock, totaling a purchase price of $250,000 [313]. - The company also entered a Preferred Purchase Agreement on November 17, 2025, to sell up to $40,000,000 in series E convertible preferred stock at $1,000 per share [322]. - The company issued convertible promissory notes totaling $712,256 in May and November 2025, with net proceeds of approximately $668,472 [331]. - The company has a most favored nation provision in both agreements, ensuring that any more favorable terms offered to other investors will also be extended to the current investors [320][330]. Stock and Equity - The series E convertible preferred stock has a stated value of $1,098.90 per share, with a preferred return of 9% per annum, increasing to 15% upon an event of default [285]. - On February 19, 2026, the company issued 5,000 shares of series E convertible preferred stock for $5,000,000, net of fees [287]. - A total of 846,368 shares of series A preferred stock were converted into common stock on February 19, 2026 [288]. - The Preferred Warrant can be exercised until November 30, 2026, at an exercise price of $11.42 [326]. Financial Performance - The company’s financial performance is influenced by factors such as capital access, technology acquisition costs, and marketing expenses [291]. - Total revenues increased by $292,790, or 16.71%, to $2,045,133 for the year ended December 31, 2025, compared to $1,752,343 for the year ended December 31, 2024 [296]. - Revenues from OneTest increased by $312,826, or 20.98%, to $1,803,707 for the year ended December 31, 2025, driven by a 35% increase in Premium Tests sold [296]. - Gross profit increased by $244,230, or 67.78%, to $604,541 for the year ended December 31, 2025, with a gross margin of 29.56% compared to 20.56% in 2024 [301]. - Sales, general and administrative expenses decreased by $1,416,744, or 29.77%, to $3,342,843 for the year ended December 31, 2025, resulting in a significant improvement in efficiency [302]. - Research and development expenses decreased by $669,212, or 53.04%, to $592,569 for the year ended December 31, 2025, as a result of reduced spending on major studies conducted in 2024 [303]. - Net loss decreased by $1,812,846, or 32.65%, to $3,738,821 for the year ended December 31, 2025, compared to a net loss of $5,551,667 in 2024 [306]. Cash Flow - Cash and cash equivalents at the end of the year were $1,025,987, down from $1,784,009 at the beginning of the year [310]. - Net cash used in operating activities was $1,919,720 for the year ended December 31, 2025, an improvement from $2,598,785 in 2024 [310]. - Net cash provided by financing activities was $1,161,698 for the year ended December 31, 2025, compared to $293,333 in 2024, reflecting successful capital-raising efforts [312]. Regulatory and Compliance - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to rely on certain disclosure exemptions [292]. - The company will remain an emerging growth company until it meets specific revenue or market capitalization thresholds [293]. - The company is required to file a registration statement with the SEC within 15 days of the first closing, registering at least 5,050,000 shares of common stock [327]. - The company has no off-balance sheet arrangements that could impact its financial condition or results of operations [339]. Revenue Recognition - Revenue recognition follows ASC Topic 606, with revenue recognized when customers obtain control of goods or services, reflecting expected consideration [340]. - Revenue from OneTest is recognized upon analysis of returned serum specimens, with minimal adjustments for returns or refunds due to their rarity [340]. Derivative Liabilities - The company evaluated convertible notes with embedded conversion features, which are classified as derivative liabilities under ASC 815 due to their variable conversion price [342]. - Warrants are assessed for equity or liability classification based on specific terms, with those meeting equity criteria recorded as additional paid-in capital [343]. - Changes in fair value of liability-classified warrants are recognized in the statement of operations each period [344].

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 001-38971 Spruce Power Holding Corporation (Exact name of Regis ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41015 VSee Health, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or orga ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Commission File Number: 001-41015 Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 980 N Federal Hwy Suite 304 Boca Raton, FL 33432 (Address of Principal Executive Offices) (516) 672-7068 (Registrant's telepho ...

Ownership and Investments - As of December 31, 2025, the company held 53.16% of LanzaJet's outstanding common stock, which was reduced to approximately 45.6% on a fully diluted basis after the LanzaJet Series A Transaction[32] - The LanzaJet Investment Agreement includes provisions for the issuance of up to 45,000,000 additional shares of LanzaJet common stock in exchange for licensing rights[77] - The company has a right of first refusal regarding all transfers of LanzaJet shares to third parties, ensuring control over its investment[83] - The Series A Transaction with LanzaJet resulted in a decrease of LanzaTech's ownership interest from approximately 53.16% to 45.6%[126] Technology and Production - The first commercial facility utilizing the company's gas fermentation technology produced over 63 million gallons of ethanol, demonstrating significant market impact[36] - The company's technology platform is capable of producing up to 6.5 billion metric tons of gas fermentation products annually, primarily ethanol, from diverse waste feedstocks[48] - The LanzaJet ATJ process can produce sustainable aviation fuel (SAF) with a high potential yield of approximately 90%[66] - The company has accumulated over 100,000 hours of pilot and demonstration-scale operations, critical for refining technology and ensuring scalability[63] - The company has launched multiple commercial plants, including the Ningxia Binze Plant with an annual capacity of 60,000 tons, and the Panipat Refinery Plant with a capacity of 33,500 tons annually[63] Intellectual Property - The company has a robust intellectual property portfolio with over 800 granted patents and pending applications, covering the full spectrum of gas fermentation technology[38] - The intellectual property portfolio includes 118 diverse patent families and over 800 granted patents, covering the full spectrum of gas fermentation technology[73] - The company expects to continue filing additional patent applications and pursuing opportunities to acquire and license more intellectual property assets[74] Financial Performance and Revenue - For the fiscal year ended December 31, 2025, the largest contracting entity accounted for 37% of the company's revenue, up from 25% in the fiscal year ended December 31, 2024[75] - The Shougang Joint Venture will pay a royalty on a graduated scale from 8% to 20% of all sublicensing revenues, but no royalty revenue has been recognized since Q2 2024[97] - The Brookfield Loan Agreement includes a loan of $60 million with an 8% annual interest rate, and an initial principal payment of $12.5 million has been made[103] - The Brookfield Loan maturity date has been extended from October 3, 2027, to December 3, 2029[104] - The company completed a private placement of 4,000,000 shares at $5.00 per share for gross proceeds of $20 million on January 21, 2026[119] Strategic Partnerships and Agreements - Under the Mitsui Alliance Agreement, Mitsui is required to promote the company's gasification and waste-to-ethanol technology in Japan, while the company designates Mitsui as its preferred provider of investment services[90] - The Shougang Joint Venture holds approximately 9.3% of the outstanding shares of Beijing Shougang LanzaTech Technology Co., Ltd, resulting from the contribution of certain intellectual property rights[94] - The Shougang Joint Venture License Agreement grants the joint venture a non-transferable, exclusive license to produce ethanol using by-products from steel manufacturing in China[96] - LanzaTech entered into a framework agreement with Brookfield, requiring equity funding of at least $500 million for projects, with no investments made to date[100] Workforce and Organizational Changes - LanzaTech implemented a workforce reduction, resulting in 192 employees as of December 31, 2025[112] - The company is shifting its focus from R&D to deploying its technology globally and evaluating liquidity-enhancing initiatives[118] Market Position and Future Outlook - The company is positioned to benefit from decreasing renewable electricity prices and increasing capacity, as evidenced by a contract awarded in 2024 for a project in India[57] - The company aims to drive the production of CarbonSmart materials, offering a circular solution to waste management and carbon emissions[55] - The company is developing projects using ferroalloy gases in regions such as China, Norway, and India, highlighting its market expansion strategy[53] - The Brookfield SAFE was terminated, and the rights and obligations were replaced by the Original Brookfield Loan Agreement[102] - The company is classified as a "smaller reporting company" under Rule 12b-2 of the Securities Exchange Act of 1934, thus not required to provide detailed market risk disclosures[420]

Ownership and Investments - As of December 31, 2025, the company held 53.16% of LanzaJet's outstanding common stock, which was reduced to approximately 45.6% on a fully diluted basis after the LanzaJet Series A Transaction[32] - The LanzaJet Investment Agreement includes provisions for the issuance of up to 45,000,000 additional shares of LanzaJet common stock in exchange for licensing rights[77] - The company has a right of first refusal regarding transfers of LanzaJet shares to third parties, ensuring control over ownership changes[83] - The Series A Transaction resulted in LanzaTech's ownership interest in LanzaJet decreasing from approximately 53.16% to 45.6% on a fully diluted basis as of February 11, 2026[126] Technology and Operations - The first commercial facility utilizing the company's gas fermentation technology produced over 63 million gallons of ethanol, demonstrating significant market impact[36] - The company has accumulated over 100,000 hours of pilot and demonstration-scale operations, critical for refining technology and ensuring scalability[63] - The company has launched multiple commercial plants, including the Ningxia Binze Plant with an annual capacity of 60,000 tons, and the Panipat Refinery Plant with a capacity of 33,500 tons annually[63] - The company’s technology platform is capable of producing up to 6.5 billion metric tons of gas fermentation products annually, primarily ethanol, from diverse waste feedstocks[48] - The LanzaJet ATJ process can produce sustainable aviation fuel (SAF) with a high potential yield of approximately 90%[66] - The company’s technology integrates across the supply chain, allowing industrial emitters to monetize waste carbon, enhancing resource efficiency[35] - LanzaTech is shifting its core operations from R&D to global deployment of its technology, focusing on improving cost structure and exploring liquidity-enhancing initiatives[118] Intellectual Property - The company’s robust intellectual property portfolio includes over 800 granted patents and pending applications, covering the full spectrum of gas fermentation technology[38] - The intellectual property portfolio includes 118 diverse patent families and over 800 granted patents, covering the full spectrum of gas fermentation technology[73] - The company expects to continue filing additional patent applications and pursuing opportunities to acquire and license more intellectual property assets[74] - LanzaTech has secured around 26 approvals for its biocatalysts across various countries, including the USA, China, and India[111] Partnerships and Collaborations - The company has established partnerships with industry leaders, reinforcing its market leadership and validating its technology through collaborations[37] - Under the Mitsui Alliance Agreement, Mitsui is required to promote the company's gasification and waste-to-ethanol technology in Japan, while the company designates Mitsui as the preferred provider of investment services[90] - The Shougang Joint Venture holds approximately 9.3% of the outstanding shares of Beijing Shougang LanzaTech Technology Co., Ltd, resulting from the contribution of certain intellectual property rights[94] - The Shougang Joint Venture License Agreement grants the joint venture a non-transferable, exclusive license to produce ethanol using by-products from steel manufacturing in China[96] Financial Performance - For the fiscal year ended December 31, 2025, the largest contracting entity accounted for 37% of the company's revenue, up from 25% in the fiscal year ended December 31, 2024[75] - The Shougang Joint Venture has agreed to pay a royalty on a graduated scale from 8% to 20% of all sublicensing revenues, but no royalty revenue has been recognized since Q2 2024[97] - The Brookfield Loan Agreement indicates that LanzaTech borrowed $60 million from Brookfield, with an initial principal payment of $12.5 million due by February 21, 2025, which has been paid[103] - The Brookfield Loan maturity date was extended from October 3, 2027, to December 3, 2029[104] - The company has not recognized any revenue from the Shougang Joint Venture since Q2 2024, indicating a potential impact on future earnings[97] Workforce and Corporate Structure - The company implemented a workforce reduction at its Skokie, Illinois location, with 192 employees as of December 31, 2025[112] - The company is classified as a "smaller reporting company" under Rule 12b-2 of the Securities Exchange Act of 1934, thus not required to provide detailed market risk disclosures[420]

Advertising Market Trends - The combined US TV ad market is projected to reach $100 billion by 2027, with CTV ad spending expected to surge to $46.9 billion by 2028, surpassing traditional TV for the first time[29]. - The digital advertising landscape is evolving, with small and mid-sized businesses increasingly adopting digital media for targeted engagement and measurable outcomes[32]. - The advertising industry experiences seasonal fluctuations, with the fourth quarter typically seeing the highest revenue due to holiday spending[49]. - The digital advertising industry is highly competitive, with significant risks from existing and new competitors that may have more resources and broader customer bases[93]. - Economic downturns and unstable market conditions could lead advertisers to decrease their advertising budgets, adversely affecting revenue[101]. Company Performance and Financials - Revenue for the year ended December 31, 2023, was $157.1 million, up from $89.4 million in 2022, representing a growth of 75.5%[37]. - Gross profit for the year ended December 31, 2023, was $37.6 million, compared to $29.3 million in 2022, an increase of 28.3%[37]. - Revenues for 2025 were $34.694 million, a decrease of 44.7% from $62.288 million in 2024[200]. - Loss from operations in 2025 was $14.755 million, compared to a loss of $13.233 million in 2024[200]. - Net loss for 2025 was $27.723 million, up from a net loss of $19.907 million in 2024[200]. Client and Market Strategy - The company processed over 170 billion average monthly impressions in 2025, serving approximately 174,000 buyers or advertisers[17]. - The buy-side segment, operated through Orange 142, serves about 195 small-to-mid-sized clients, focusing on enhancing advertising ROI and reducing customer acquisition costs[26]. - The company aims to capitalize on the shift to digital advertising, which allows for more precise targeting and measurable results compared to traditional advertising methods[22]. - The company focuses on providing tailored strategies that enhance visibility and drive quantifiable KPIs for clients across various industries[23]. - The company plans to expand its sales teams in underserved markets across the United States to drive growth[39]. Technology and Innovation - The company's proprietary Colossus SSP platform allows for real-time selling of ad impressions, providing automated inventory management and monetization tools to publishers[17]. - The Colossus SSP platform enables programmatic media buyers to access a wide range of advertising inventory, enhancing efficiency for buyers[38]. - The company aims to innovate and develop audience curation and data targeting capabilities to optimize client campaigns[39]. - The company has invested in reducing processing time for transactions on its platform, enhancing the efficiency of its ad tech ecosystem[17]. Risks and Challenges - The company is exposed to risks related to advertising fraud, which could harm its reputation and business operations[66]. - The company faces risks related to operational and performance issues with its platform, which could lead to negative publicity and financial compensation obligations[71]. - Regulatory changes regarding data privacy could limit the company's ability to collect and process data, adversely affecting revenue and demand for its services[81]. - The company is subject to various data privacy laws, including the GDPR, which could increase compliance costs and limit market expansion[85]. - The company must continually work to attract and retain customers, as existing customers can easily switch to competitors without incurring significant costs[102]. Corporate Governance and Compliance - The company identified a material weakness in its internal control over financial reporting as of December 31, 2025, which could lead to material misstatements in financial statements[154]. - Remediation steps have been implemented, including engaging consultants and enhancing internal controls, but the material weakness was not fully remediated as of December 31, 2025[155]. - The company is subject to a discretionary panel monitor for compliance with Nasdaq listing standards until November 7, 2026, and February 12, 2027, respectively[160]. - The company reported it is not in compliance with the minimum stockholders' equity requirement as of December 31, 2025, which could lead to delisting from Nasdaq[160]. - The company has engaged in significant resource expenditure to maintain and improve the effectiveness of its internal controls and disclosure procedures[159]. Shareholder and Financial Structure - The company has never declared or paid any dividends on its Class A Common Stock and does not anticipate doing so in the foreseeable future[166]. - The trading price of the Class A Common Stock has been volatile, influenced by market fluctuations and changes in investor perception[163]. - The company may need additional financing beyond the $100 million from New Circle to meet future working capital needs, which could involve issuing new equity or debt securities[151]. - If financing is unavailable or prohibitively expensive, it could materially adversely affect the company's business and financial condition[152]. - Payments under the Tax Receivable Agreement require the company to pay 85% of tax benefits realized, which could be significant depending on future redemptions or exchanges of LLC Units[137].

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39757 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 98-1556965 (State or other jurisdiction of incorporation or organization) (I.R.S. E ...