Table of Contents 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 001-34049 Presidio Property Trust, Inc. ...

Model Homes and Properties - As of December 31, 2025, the company owned 80 model homes with a net book value of approximately $36.7 million[26] - In 2025, the company acquired 22 Model Home Properties for approximately $9.4 million, consisting of $2.8 million in cash and $6.6 million in mortgage notes[22] - The company disposed of 20 model homes for approximately $9.8 million in 2025, recognizing a gain of approximately $1.0 million[24] - The company operates four limited partnerships related to its model home business, with two partnerships dissolved in 2025[28] - The Company plans to refinance a significant portion of mortgage notes payable or sell model home properties to repay $4.5 million in principal payments due in 2026[41] Commercial Properties - The company recognized a net gain of approximately $4.5 million from the sale of two commercial properties for approximately $15.9 million in 2025[24] - The company’s commercial properties tenant base consists of approximately 131 individual tenants, with the largest tenant representing 6.90% of annualized base rent[20] - As of December 31, 2025, the ten largest tenants represented approximately 37.69% of the company’s annualized base rent[20] - The Company’s commercial properties and Model Homes adequately covered their debt servicing needs during the year ended December 31, 2025[42] Financial Performance and Debt - Total debt as of December 31, 2025, included $22.6 million with recourse to the Company, of which $5.5 million was related to model homes properties[39] - The Company uses non-recourse financing for seven of its nine commercial mortgage loans, limiting exposure to equity invested in each property[39] Stock and Dividends - The company repurchased 16,080 shares of Series A Common Stock at an average price of $4.79 per share, totaling $77,092 in 2025[30] - A Tender Offer in 2025 resulted in the purchase of 214,412 shares of Series A common stock for approximately $1.458 million[32] - Series D Preferred Stock has a cumulative cash dividend rate of 9.375% per annum, equating to $2.34375 per share annually[36] - As of January 28, 2026, the Company suspended the monthly dividend on Series D Preferred Stock, with unpaid dividends accruing at $0.19531 per share each month[38] Company Structure and Employment - As of December 31, 2025, the Company had a total of 15 full-time employees[55] - The Board of Directors consists of six members, four of whom are independent directors[51] Market Focus - The company focuses on regionally dominant markets with strong employment growth and low unemployment rates to maximize returns[21] Office Space - The Company reduced its office space from approximately 9,224 square feet to 6,570 square feet in September 2024[54] REIT Qualification - The Company qualified as a REIT for federal income tax purposes for the fiscal year ended December 31, 2025[52]

Financial Performance and Viability - The company has incurred significant operating losses since inception and anticipates continuing substantial operating losses for the foreseeable future[20] - The company has identified substantial doubt about its ability to continue as a going concern, necessitating additional funding[20] - The company has a limited operating history and has not generated substantial product revenues to date, complicating the evaluation of its business success and future viability[20] Cash and Financial Resources - The company has $28,862 in cash, cash equivalents, and restricted cash as of March 26, 2026, primarily held in U.S. Government money market funds[813] - The loans under the Credit Agreement bear interest at a fixed rate of 13%, exposing the company to material interest rate risk if market rates drop[815] Product Development and Commercialization - The company is dependent on the success of its lead product candidate, BXCL501, and the commercialization of IGALMI®[20] - The company relies on third parties for the manufacture of clinical supplies and commercial supplies of IGALMI®, which could impact its ability to commercialize products[20] - The regulatory approval processes for the company's product candidates are lengthy and unpredictable, posing risks to business operations[20] Market and Compliance Risks - The company faces risks related to maintaining compliance with Nasdaq listing standards, which could lead to delisting if not adhered to[20] - The company’s estimated total addressable market for its products is subject to inherent challenges and uncertainties, which could affect revenue and profitability[20]

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: 001-42953 Alussa Energy Acquisition Corp. II (Exact name of Registrant as specified in its charter) Cayman Islands N/ ...

Financial Condition - As of December 31, 2025, the company had an accumulated deficit of approximately $141.6 million and reported net losses of approximately $20.1 million and $22.2 million for the years ended December 31, 2025 and 2024, respectively [207]. - The company has approximately $5.6 million in cash and working capital of approximately $2.3 million, raising substantial doubt about its ability to continue operations for the next 12 months without additional capital [208]. - The company has experienced recurring losses from operations since inception, raising substantial doubt about its ability to continue as a going concern [351]. Product Development and Regulatory Challenges - The company has no products approved for commercial sale and has not generated any revenue from product sales to date, with expectations of continued losses for the foreseeable future [214]. - The company is advancing its product candidates through preclinical testing and clinical development, including a Phase 1 clinical trial for its product candidate CLD-201, which utilizes an allogeneic adipose-derived mesenchymal stem cell line [220]. - The company anticipates significant increases in research and development expenses as it continues its clinical trials and seeks marketing approvals for its product candidates [211]. - The company faces challenges in obtaining regulatory approvals and successfully commercializing its product candidates, which could materially harm its business [215]. - The company anticipates that obtaining regulatory approval for its novel product candidates will be complex and lengthy, potentially increasing development costs and delaying commercialization [239]. - The company’s clinical trials may fail to demonstrate the necessary safety and efficacy for regulatory approval, which could prevent or delay commercialization [230]. - The regulatory approval process is lengthy and unpredictable, which may materially impair the ability to commercialize current and future product candidates [263]. - The company may need to abandon or limit the development of product candidates associated with serious adverse events or undesirable side effects [267]. Funding and Financial Risks - The company must raise substantial additional funding to support its operations and product development programs, with potential delays or reductions in programs if capital is not secured [220]. - The company may face significant challenges in securing additional financing due to disruptions in financial markets, which could adversely affect its ability to develop and commercialize product candidates [225]. - The company’s reliance on additional financing may divert management from day-to-day activities, adversely affecting product development and commercialization efforts [225]. - Access to adequate funding sources for current and future operations could be impaired by liquidity constraints or failures in the financial services industry [383]. Market and Competitive Landscape - The company faces substantial competition from major pharmaceutical and biotechnology companies, which may have greater resources and expertise [260]. - Market acceptance of product candidates will depend on their efficacy, safety, and the awareness among the medical community and patients [254][257]. - The commercial success of adenovirus-based product candidates will depend on public acceptance of immuno-oncology therapies, particularly oncolytic viral immunotherapy [246]. Legal and Regulatory Compliance - The company must comply with strict advertising and promotion regulations, and failure to do so could result in significant penalties and harm to its reputation [292]. - The company is subject to the U.S. Foreign Corrupt Practices Act and other anti-corruption laws, with potential civil or criminal penalties for non-compliance [360]. - Employee misconduct or noncompliance with regulatory standards could materially affect the company's business and financial condition [378]. Manufacturing and Supply Chain Issues - The company faces challenges in establishing manufacturing relationships, with limited qualified manufacturers available [399]. - Delays in preparing for commercial scale manufacturing could impair clinical development and commercialization timelines, affecting financial performance [400]. - Regulatory non-compliance could result in severe penalties, including fines and suspension of production, affecting commercialization efforts [404]. Healthcare and Legislative Environment - Legislative changes, such as the ACA, could impose competition from lower-cost biosimilars and affect pricing and reimbursement strategies [303]. - Future healthcare reform measures may impose more rigorous coverage criteria and downward pressure on product pricing, adversely affecting demand [339]. - The company is facing potential adverse effects on its operations due to proposed drug price control measures at the federal level, which may include allowing Medicare to negotiate drug prices and eliminating cost sharing for low-income patients [307]. Human Resources and Management - The company is highly dependent on retaining key executives and qualified personnel, which is critical for its success [343]. - The company’s ability to attract and retain key personnel is critical for pursuing its growth strategy, amid intense competition in the industry [344]. - The company expects significant growth in employee numbers and operational scope, particularly in drug development and regulatory affairs [345].

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 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 86-2967193 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 4475 Executive Drive, Suite 200, San Diego, California 92121 (Address of principal executiv ...

(Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (State or other jurisdiction of incorporation or organization) New York 11-3474831 (I.R.S. Employer Identification No.) 60 Cutter Mill Road, Suite 205, Great Neck, NY 11021 (Address of Principal Executive Office) (Zip Code) (516) 444-3400 (Registrant's telephone number, including area co ...

Company Classification and Stock Information - The company is classified as a "smaller reporting company," which subjects it to reduced disclosure requirements, potentially making its common stock less attractive to investors [298]. - As of March 27, 2026, the company has 60,759,711 shares of common stock issued and outstanding, with an authorization to issue up to 200,000,000 shares [308]. - The company has no plans to pay dividends on its common stock for the foreseeable future, intending to retain earnings for operations and growth [313]. Financial Performance and Risks - The company has incurred losses in each year since its inception and will require significant additional financing to continue operations, which may involve dilution of existing shareholders [309]. - The company has previously failed to comply with Nasdaq continued listing requirements and may face delisting if it cannot maintain compliance [302]. - A delisting from Nasdaq could materially affect the liquidity and market price of the common stock, reducing visibility and credibility in capital markets [304]. - The common stock price is subject to rapid and substantial volatility, which may not correlate with the company's actual operating performance [305]. Cybersecurity and Operational Risks - The company plans to develop and implement information security policies and incident response plans to handle material risks associated with cybersecurity threats [300]. - Cybersecurity-related attacks could damage the company's reputation and adversely affect its business and financial results [299]. - The market for "penny stocks" has suffered from patterns of fraud and abuse, which the company aims to mitigate within practical limitations [317].

Product Development and Regulatory Approvals - Company is focused on developing therapies for unmet medical needs, including HT-001 for cancer treatment side effects, HT-KIT for mast-cell derived cancers, and HT-ALZ for Alzheimer's disease[26] - HT-001 received FDA approval for a Phase 2a clinical trial in December 2022, with positive interim results reported[27] - HT-KIT has received Orphan Drug Designation from the FDA for mastocytosis treatment and is currently preparing for IND submission[32] - A patent for HT-ALZ was granted in November 2024, with plans to develop it under the FDA's Section 505(b)(2) regulatory pathway[33][34] - The BioLexa Platform, licensed from the University of Cincinnati, is aimed at treating eczema and is in Phase 1b clinical trials[36][37] - HT-004 is under investigation for asthma and allergies, with preclinical proof-of-concept data supporting its efficacy[38][39] - HT-VA, licensed from the Department of Veterans Affairs, is being developed for obesity treatment, with positive initial results from preclinical studies[40][41] - The FDA announced a policy shift to a "one-trial requirement" for marketing authorization of novel product candidates, moving from the historical requirement of two pivotal clinical trials[55] - The FDA's goal for completing substantive reviews of standard NDAs is ten months from receipt, although this timeline may be extended due to requests for additional information[62] - The submission of an NDA or BLA is subject to a substantial user fee, with potential waivers under limited circumstances[61] - Five years of marketing exclusivity may be granted for drugs approved under a 505(b)(1) or 505(b)(2) application containing a new active moiety[70] - Pediatric exclusivity can provide an additional six months of marketing exclusivity if clinical trials in children are conducted in response to an FDA request[71] - The FDA may require Phase 4 clinical trials to further assess drug safety and effectiveness post-approval[65] - The FDA will conduct pre-approval inspections of manufacturing facilities to ensure compliance with current good manufacturing practices (cGMP)[64] - A 505(b)(2) application allows reliance on data not developed by the applicant, potentially expediting the approval process[66] - The FDA may audit clinical trial data to ensure compliance with good clinical practice (GCP) requirements before approving an NDA[64] - The issuance of a non-compliance letter may occur if a sponsor fails to submit required pediatric assessments under the Pediatric Research Equity Act (PREA)[60] - The FDA marketing approval process is lengthy, costly, and uncertain, with no product candidates currently having gained marketing authorization[96] - Regulatory agencies may require extensive data and additional clinical trials, which can delay the approval process[100] - The company has not submitted any NDA applications to the FDA or comparable applications to other regulatory authorities[111] - Regulatory approval is uncertain and may be impacted by changes in policies or additional requirements from regulatory authorities[116] - The company may need to conduct additional research and development activities if required data for approval is insufficient[117] - Failure to obtain regulatory approval will materially impair the company's ability to generate revenue from product candidates[114] - The company faces risks related to the design and implementation of clinical trials, which may not meet regulatory standards[112] - The outcome of pre-clinical studies and early clinical trials may not predict later success, leading to potential delays or failures in obtaining approval[107] - The company may face delays in obtaining regulatory approvals due to potential changes in approval policies or the need for additional clinical data[118] - The FDA may require a Paragraph IV Certification for 505(b)(2) applications, which could lead to a patent infringement action and a stay of up to 30 months[119] - The company has received orphan drug designation from the FDA for HT-KIT for the treatment of mastocytosis, which may provide financial incentives but does not guarantee regulatory exclusivity[122] - Orphan drug exclusivity may last for seven years if the product receives FDA approval, but this exclusivity can be challenged or lost under certain conditions[125] Financial Performance and Capital Needs - The company reported net losses of $12.5 million and $8.2 million for the years ended December 31, 2025 and 2024, respectively, with an accumulated deficit of $72.9 million as of December 31, 2025[88] - The company has generated no revenue from commercial sales to date, and future profitability remains uncertain[88] - The company may need to raise substantial additional capital to fund operations and product development, with no assurance that future revenues will be sufficient[89] - The company has incurred recurring losses and negative cash flows, leading to substantial doubt about its ability to continue as a going concern[94] - The company is dependent on the clinical success of its licensed products and technologies, with no current revenues from product candidates[95] - The commercial success of products is heavily dependent on third-party reimbursement, which is uncertain and may be limited by cost containment efforts from payors[150] - Legislative changes, such as the Medicare Modernization Act and the Health Care Reform Law, could restrict pricing and reimbursement, adversely impacting profitability[152][153] - The company anticipates needing significant additional capital for operations, which may lead to dilution of existing shareholders if equity securities are issued[224] - The company does not intend to pay cash dividends on its common stock, limiting returns to shareholders to potential increases in share price[225] - The global credit and financial markets have experienced extreme volatility, which may adversely impact the company's financial condition and stock price[221] Manufacturing and Supply Chain Risks - Company relies on contract manufacturing organizations for production, as it currently lacks manufacturing capabilities[45] - The company relies on third-party manufacturers for clinical supplies, which exposes it to risks that could delay clinical trials and commercialization[138] - The company does not have the infrastructure to manufacture its clinical supplies internally and relies on third-party vendors, which could lead to production delays[138] - The company currently relies on foreign CROs and CDMOs, including WuXi, for the manufacturing of HT-KIT, which may increase costs and affect supply due to potential U.S. legislation and trade restrictions[142] - There is a risk of supply shortages or increased manufacturing costs if the CMO fails to meet specifications or scale production adequately[178] - The company may face delays or increased costs in the development of product candidates if there is a change in Contract Manufacturing Organizations (CMOs) due to the need for re-validation of manufacturing processes[177] Regulatory Compliance and Legal Risks - The company is subject to healthcare regulations that may affect its ability to operate, including anti-kickback and false claims laws[81] - Regulatory compliance is critical; failure to meet FDA regulations could result in enforcement actions, affecting product sales and profitability[146] - Non-compliance with healthcare regulations could result in substantial penalties and adversely affect business operations and financial condition[167] - The company may need to conduct costly post-market testing and comply with adverse event reporting requirements, which could lead to additional regulatory scrutiny[149] - The company faces risks related to third-party manufacturers, including potential inability to meet clinical and commercial needs, which could negatively impact the development of HT-KIT[144] Market and Competitive Landscape - The biopharmaceutical industry is characterized by intense competition, with larger companies having greater resources and expertise[44] - The company faces significant competition from larger pharmaceutical companies and institutions, which may have greater financial resources and development capabilities[164] - Factors affecting market acceptance include physician willingness to prescribe, efficacy compared to competitors, pricing, and reimbursement coverage[165] - There is a risk that proposed product candidates may not achieve acceptance from patients, healthcare providers, and insurance companies, affecting commercialization efforts[159] - Even with regulatory approval, the commercial success of product candidates depends on acceptance by the medical community, which is influenced by clinical safety, efficacy, and convenience[161] - If product candidates do not achieve adequate acceptance, the company may not generate sufficient revenue or sustain profitability, requiring significant resources for education efforts[162] Cybersecurity and IT Risks - Cybersecurity threats pose significant risks to the company's operations, potentially leading to data breaches and increased operational costs[189] - The company is enhancing its cybersecurity measures to mitigate risks, but vulnerabilities remain that could adversely affect its financial condition[190] - The company is increasingly dependent on complex information technology systems, which may expose it to vulnerabilities such as IT system breakdowns and data security breaches[212] - Significant disruptions to information technology systems could adversely affect product production and key business processes, potentially leading to legal proceedings and damage to the company's reputation[215] - Data security breaches could lead to the loss of sensitive information and result in demands for ransom or other forms of blackmail[213] - The company is subject to frequent cyberattacks, which may affect its systems and operations, especially given its global presence[213] Intellectual Property and Licensing - The company holds licenses to five U.S. patents and has multiple pending patent applications in various jurisdictions[50] - The company relies on licenses from various licensors for its product candidates, and any failure by these licensors to defend their intellectual property could harm the business[194] - The company emphasizes obtaining patent and trade secret protection for new technologies, but the future protection of proprietary rights remains uncertain[195] - Patent positions in the industry are complex and uncertain, which may hinder the company's ability to enforce its patents or secure new ones[196] - The company has applied for patents for certain products, but there is no guarantee that these applications will result in issued patents or provide adequate protection from competition[197] - The cost of enforcing patent rights against infringers could be significant, potentially diverting resources from normal operations[198] - The company relies on trade secrets and confidentiality agreements to protect proprietary information, but breaches could lead to competitive disadvantages[202] Operational Challenges and Human Resources - The company employs a total of 6 individuals, including 2 full-time employees, as of March 26, 2025[83] - The company may face challenges in hiring and retaining key employees, which could adversely affect its operations and growth[206] - The company may face challenges in attracting new customers and securing necessary resources for clinical trials, impacting its growth strategy[218] Strategic Growth and Acquisitions - The company formed a new subsidiary, merveille.ai, on October 4, 2023, expanding its operational footprint[84] - The company plans to expand its business through acquisitions, which may involve substantial cash expenditures and risks of dilution for current shareholders[203] - Future acquisitions may divert management's attention and could result in dilution to shareholders, as well as challenges in integrating acquired businesses[219]

Financial Performance - For the year ended December 31, 2025, net income was $9,022,000, an increase of $1,078,000 from $7,944,000 in 2024, resulting in earnings per share of $1.99 compared to $1.75 in 2024 [244]. - Net interest income rose to $32,807,000 in 2025, up from $29,236,000 in 2024, reflecting a growth of $3,571,000 or 12.2% [245]. - Noninterest income increased to $15,852,000 in 2025, compared to $15,137,000 in 2024, indicating a growth of 4.7% [244]. - The efficiency ratio improved to 77.17% in 2025 from 79.11% in 2024, reflecting revenue growth of 9.7% outpacing expense growth of 7.0% [246]. - Return on average equity for 2025 was 12.68%, slightly down from 12.70% in 2024, despite a 23.4% increase in stockholders' equity [247]. Asset and Loan Growth - Total assets as of December 31, 2025, were $1,039,024,000, an increase of $59,780,000 or 6.10% from $979,244,000 at the end of 2024 [236]. - Net loans increased to $661,357,000 as of December 31, 2025, from $636,552,000 in 2024 [236]. - Total loans increased to $661,357,000 on December 31, 2025, from $636,552,000 in 2024, representing a growth of 3.9% [276]. - The Mortgage Division originated 659 mortgage loans totaling approximately $199,563,000 in 2025, an increase from 633 loans totaling $190,669,000 in 2024, reflecting a growth of 4.1% in loan volume [263]. Interest Income and Margin - Interest income increased to $46,655,000 for the year ended December 31, 2025, from $44,643,000 in 2024, driven by a 3.14% growth in average earning assets [251]. - The net interest margin improved by 28 basis points to 3.39% in 2025, compared to 3.11% in 2024 [236]. - The average rate on earning assets increased modestly by 7 basis points from 4.75% in 2024 to 4.82% in 2025 [253]. Credit Losses and Allowances - The allowance for credit losses is based on management's estimates of lifetime expected losses in the loan portfolio [241]. - The provision for credit losses was a net recovery of $35,000 for the year ended December 31, 2025, down from a net recovery of $655,000 in 2024, a decrease of $620,000 [248]. - The allowance for credit losses as a percentage of total loans was 0.97% at December 31, 2025, compared to 1.09% at December 31, 2024 [249]. - The allowance for credit losses decreased by 8.4% from $7,044,000 in 2024 to $6,450,000 in 2025, representing 0.97% of total loans outstanding [333]. Deposits and Liquidity - Total deposits increased by 6.2%, from $882,404,000 at December 31, 2024, to $937,129,000 at December 31, 2025, representing growth of $54,725,000 [282]. - Cash and cash equivalents increased from $73,309,000 on December 31, 2024, to $84,475,000 on December 31, 2025 [287]. - Liquid assets totaled $298,603,000 at December 31, 2025, compared to $261,225,000 at December 31, 2024, reflecting an increase in liquidity [307]. Capital and Ratios - Stockholders' equity rose by $15,183,000 or 23.4%, reaching $80,048,000 as of December 31, 2025, primarily due to a record net income of $9,022,000 [327]. - The total risk-based capital ratio was 12.54% in 2025, compared to 12.84% in 2024, remaining above the regulatory benchmark of 10.5% [323]. - The Bank's capital ratios exceeded the minimum requirements for well-capitalized institutions, indicating a strong capital position [321]. Noninterest Income and Expenses - Noninterest expense rose to $37,549,000 in 2025 from $35,105,000 in 2024, driven by increases in salaries, employee benefits, and professional expenses [271]. - Noninterest income, excluding securities gains and losses, consists of income from mortgage originations, service fees, and wealth management fees, which are critical for profitability [261]. Market and Economic Conditions - The Federal Reserve's target rate was reduced to a range of 3.50% to 3.75% as of December 31, 2025, following a series of rate cuts [238]. - Management monitors interest rate levels daily and meets quarterly with the board to assess the impact on earnings and liquidity [351]. Miscellaneous - The acquisition of Pettyjohn, Wood & White, Inc. was completed for a total consideration of $10.5 million, enhancing the company's asset management capabilities [299]. - The bank has no current plans to open additional branches but may consider expansion based on market conditions and strategic priorities [362].