Knightscope, Inc. 10-K

Item 8. Financial Statements and Supplementary Data ​ 43 Table of Contents ​ ​ KNIGHTSCOPE, INC. INDEX TO FINANCIAL STATEMENTS ​ ​ ​ ​ ​ ​ Page Reports of Independent Registered Public Accounting Firm (PCAOB ID: 207 ) F- 2 Balance Sheets as of December 31, 2025 and 2024 ​ F- 3 Statements of Operations for the Fiscal Years Ended December 31, 2025 and 2024 ​ F- 4 Statements of Preferred Stock and Stockholders’ Equity (Deficit) for the Fiscal Years Ended December 31, 2025 and 2024 ​ F- 5 Statements of Cash Flows for the Fiscal Years Ended December 31, 2025 and 2024 ​ F- 6 Notes to Financial Statements ​ F- 7 ​ ​ ​ F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Knightscope, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Knightscope, Inc. (a Delaware corporation) (the “Company”) as of December 31, 2025 and 2024, and the related statements of operations, preferred stock and stockholders’ equity (deficit), and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Substantial Doubt about the Company’s Ability to Continue as a Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s recurring losses from operations and cash used in operations raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ BPM LLP We have served as the Company’s auditor since 2020. San Jose, California March 27, 2026 ​ F-2 Table of Contents KNIGHTSCOPE, INC. BALANCE SHEETS (In thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ ​ ​ ​ ASSETS ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 20,566 ​ $ 11,124 Restricted cash ​ — ​ 102 Accounts receivable, net of allowance for credit losses of $ 212 and $ 139 as of December 31, 2025 and 2024, respectively ​ 2,142 ​ 1,731 Inventory ​ ​ 2,319 ​ ​ 1,797 Prepaid expenses and other current assets ​ 1,344 ​ 345 Total current assets ​ 26,371 ​ 15,099 Autonomous Security Robots, net ​ 7,707 ​ 8,765 Property, equipment and software, net ​ 1,064 ​ 661 Operating lease right-of-use-assets ​ 2,745 ​ 407 Goodwill ​ ​ 1,922 ​ ​ 1,922 Intangible assets, net ​ ​ 924 ​ ​ 1,241 Other assets ​ 525 ​ 90 Total assets ​ $ 41,258 ​ $ 28,185 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ Accounts payable ​ $ 2,538 ​ $ 2,812 Accrued expenses and other current liabilities ​ 1,822 ​ 1,794 Deferred revenue ​ 1,286 ​ 1,883 Operating lease liabilities, current ​ 555 ​ 412 Debt obligations, current ​ ​ 405 ​ ​ 1,364 Total current liabilities ​ 6,606 ​ 8,265 ​ ​ ​ ​ ​ ​ ​ Non-current liabilities: ​ ​ ​ ​ Debt obligations, net of debt issuance costs of $ 238 and $ 316 as of December 31, 2025 and 2024, respectively ​ 4,015 ​ 3,952 Operating lease liabilities, noncurrent ​ ​ 2,805 ​ ​ — Other noncurrent liabilities ​ 66 ​ 187 Total liabilities ​ 13,492 ​ 12,404 ​ ​ ​ ​ ​ Commitments and contingencies (Note 9) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity: ​ ​ ​ ​ Preferred Stock, $ 0.001 par value; 40,000,000 shares authorized, no shares issued or outstanding ​ — ​ — Class A Common Stock, $ 0.001 par value, 228,000,000 shares authorized as of December 31, 2025 and 2024, 12,194,078 and 4,065,347 shares issued and outstanding as of December 31, 2025 and 2024, respectively ​ 12 ​ 4 Class B Common Stock, $ 0.001 par value, 30,000,000 shares authorized as of December 31, 2025 and 2024, 336,424 and 336,759 shares issued and outstanding as of December 31, 2025 and 2024, respectively ​ — ​ — Additional paid-in capital ​ 254,761 ​ 208,969 Accumulated deficit ​ ( 227,007 ) ​ ( 193,192 ) Total stockholders’ equity ​ ​ 27,766 ​ ​ 15,781 Total liabilities and stockholders’ equity ​ $ 41,258 ​ $ 28,185 ​ See accompanying Notes to Financial Statements. ​ F-3 Table of Contents ​ KNIGHTSCOPE, INC. STATEMENTS OF OPERATIONS (In thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Revenue, net ​ ​ ​ ​ ​ ​ Service ​ $ 7,968 ​ $ 7,474 Product ​ ​ 3,367 ​ ​ 3,331 Total revenue, net ​ ​ 11,335 ​ ​ 10,805 Cost of revenue, net ​ ​ ​ ​ ​ Service ​ ​ 12,324 ​ ​ 11,626 Product ​ ​ 3,786 ​ ​ 2,878 Total cost of revenue, net ​ ​ 16,110 ​ ​ 14,504 Gross loss ​ ​ ( 4,775 ) ​ ​ ( 3,699 ) ​ ​ ​ ​ ​ ​ ​ Operating expenses: ​ ​ ​ ​ Research and development ​ 12,486 ​ 7,061 Sales, general and administrative ​ 16,619 ​ 18,408 Restructuring charges ​ ​ 11 ​ ​ 510 Total operating expenses ​ 29,116 ​ 25,979 ​ ​ ​ ​ ​ ​ ​ Loss from operations ​ ( 33,891 ) ​ ( 29,678 ) ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ Change in fair value of warrant and derivative liabilities ​ — ​ ( 1,515 ) Interest expense, net ​ ​ ( 39 ) ​ ​ ( 423 ) Other income (expense), net ​ 115 ​ ( 118 ) Total other income (expense) ​ 76 ​ ( 2,056 ) ​ ​ ​ ​ ​ ​ Net loss before income tax expense ​ ​ ( 33,815 ) ​ ​ ( 31,734 ) Income tax expense ​ ​ — ​ ​ — Net loss ​ $ ( 33,815 ) ​ $ ( 31,734 ) Basic and diluted net loss per common share ​ $ ( 4.00 ) ​ $ ( 10.97 ) Weighted average shares used to compute basic and diluted net loss per share ​ ​ 8,458,337 ​ ​ 2,893,634 ​ ​ See accompanying Notes to Financial Statements. ​ F-4 Table of Contents KNIGHTSCOPE, INC. STATEMENTS OF PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT ) (In thousands except share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Series m ​ Series m-2 ​ Series S ​ ​ ​ ​ ​ ​ Class A ​ Class B ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preferred ​ Preferred ​ Preferred ​ Series A ​ Common ​ Common ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Stock ​ Stock ​ Stock ​ Preferred Stock ​ Stock ​ Stock ​ Additional ​ Accumulative ​ Stockholders’ ​ ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Paid-in-capital ​ ​ ​ Deficit ​ ​ ​ Equity (Deficit) Balance as of January 1, 2024 ​ 35,593 ​ $ 4,621 ​ 3,200 ​ $ 480 ​ 52,844 ​ $ 21,390 ​ 28,368 ​ $ 614 ​ 1,603,772 ​ $ 2 ​ 187,156 ​ $ — ​ ​ 134,822 ​ $ ( 161,458 ) ​ $ ( 26,634 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation — ​ — — ​ — — ​ — — ​ — — ​ — — ​ — ​ ​ 1,712 ​ ​ — ​ ​ 1,712 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reclassification of warrant liabilities — ​ — — ​ — — ​ — — ​ — — ​ — — ​ — ​ ​ 4,762 ​ ​ — ​ ​ 4,762 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock options exercised ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ — ​ 2,260 ​ — ​ ​ 18 ​ ​ — ​ ​ 18 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fractional share adjustment due to reverse stock split ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ( 7,771 ) ​ — ​ ( 16 ) ​ — ​ ​ ( 78 ) ​ ​ — ​ ​ ( 78 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Proceeds from Equity Sale, net of issuance costs — ​ — — ​ — — ​ — — ​ — 1,716,419 ​ 1 — ​ — ​ ​ 22,724 ​ ​ — ​ ​ 22,725 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of vendor warrants for consulting services ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ 583,656 ​ 1 ​ — ​ — ​ ​ 10,808 ​ ​ — ​ ​ 10,809 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Share conversion to common stock ​ ( 35,593 ) ​ ​ ( 4,621 ) ​ ( 3,200 ) ​ ​ ( 480 ) ​ ( 52,844 ) ​ ​ ( 21,390 ) ​ ( 28,368 ) ​ ​ ( 614 ) ​ 169,271 ​ — ​ 147,359 ​ — ​ ​ 34,203 ​ ​ — ​ ​ 34,203 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Share conversion costs ​ — ​ — — ​ — — ​ — — ​ — ​ — ​ — ​ — ​ — ​ ​ ( 2 ) ​ ​ — ​ ​ ( 2 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss — ​ — — ​ — — ​ — — ​ — — ​ — — ​ ​ — ​ ​ — ​ ​ ( 31,734 ) ​ ​ ( 31,734 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of December 31, 2024 — ​ ​ — — ​ ​ — — ​ ​ — — ​ ​ — 4,065,347 ​ ​ 4 336,759 ​ ​ — ​ ​ 208,969 ​ ​ ( 193,192 ) ​ ​ 15,781 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ 1,536 ​ ​ — ​ ​ 1,536 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Proceeds from Equity Sale, net of issuance costs ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ 6,877,113 ​ ​ 6 ​ — ​ ​ — ​ ​ 42,822 ​ ​ — ​ ​ 42,828 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Proceeds from Direct Registration Offering ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ 625,000 ​ ​ 1 ​ — ​ ​ — ​ ​ 1,435 ​ ​ — ​ ​ 1,436 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Prefunded warrants exercised ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ 626,283 ​ ​ 1 ​ — ​ ​ — ​ ​ ( 1 ) ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Share conversion costs ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ 335 ​ ​ — ​ ( 335 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 33,815 ) ​ ​ ( 33,815 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of December 31, 2025 ​ — ​ $ — ​ — ​ $ — ​ — ​ $ — ​ — ​ $ — ​ 12,194,078 ​ $ 12 ​ 336,424 ​ $ — ​ $ 254,761 ​ $ ( 227,007 ) ​ $ 27,766 ​ See accompanying Notes to Financial Statements. ​ ​ F-5 Table of Contents KNIGHTSCOPE, INC. STATEMENTS OF CASH FLOWS (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Cash Flows From Operating Activities ​ ​ ​ ​ ​ ​ Net loss ​ ​ ​ $ ( 33,815 ) ​ ​ ​ $ ( 31,734 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ ​ Depreciation and amortization ​ 2,560 ​ 2,617 Loss on disposal of Autonomous Security Robots ​ 937 ​ 1,180 (Gain)/Loss on disposal of property and equipment ​ ( 38 ) ​ — Stock compensation expense ​ 1,536 ​ 1,712 Change in fair value of warrant and derivative liabilities ​ — ​ 1,515 Change in allowance for credit losses ​ ​ 73 ​ ​ 124 Accrued interest ​ ​ — ​ ​ ( 10 ) Amortization of debt discount ​ 78 ​ 71 Changes in operating assets and liabilities: ​ ​ ​ ​ Accounts receivable ​ ( 484 ) ​ 235 Inventory ​ ​ ( 522 ) ​ ​ 523 Prepaid expenses and other assets ​ ( 351 ) ​ 1,108 Accounts payable ​ ( 355 ) ​ 950 Accrued expenses and other current liabilities ​ 57 ​ ( 411 ) Deferred revenue ​ ( 597 ) ​ 142 Lease liabilities and other noncurrent liabilities ​ 576 ​ ( 475 ) Net cash used in operating activities ​ ( 30,345 ) ​ ( 22,453 ) ​ ​ ​ ​ ​ ​ ​ Cash Flows From Investing Activities ​ ​ ​ ​ Purchases and related costs incurred for Autonomous Security Robots ​ ( 1,887 ) ​ ( 3,135 ) Proceeds from sales of property, equipment and software ​ ​ 19 ​ ​ — Purchases of property and equipment ​ ​ ( 654 ) ​ ​ ( 43 ) Net cash used in investing activities ​ ( 2,522 ) ​ ( 3,178 ) ​ ​ ​ ​ ​ ​ ​ Cash Flows From Financing Activities ​ ​ ​ ​ Proceeds from stock options exercised ​ — ​ 18 Cash paid for fractional shares ​ ​ — ​ ​ ( 78 ) Proceeds from equity sale, net of issuance costs ​ 42,828 ​ 22,725 Proceeds from issuance of Public Safety Infrastructure Bonds, net of issuance costs ​ — ​ 2,639 Proceeds from Direct Registration Offering ​ 1,436 ​ — Proceeds for the issuance of common stock and pre-funded warrants sold for cash, net of issuance costs ​ — ​ 10,809 Repayments of debt obligations ​ ​ ( 2,057 ) ​ ​ ( 1,636 ) Share conversion costs ​ ​ — ​ ​ ( 2 ) Net cash provided by financing activities ​ 42,207 ​ 34,475 Net change in cash, cash equivalents and restricted cash ​ 9,340 ​ 8,844 Cash, cash equivalents and restricted cash at beginning of the period ​ 11,226 ​ 2,382 Cash, cash equivalents and restricted cash at end of the period ​ $ 20,566 ​ $ 11,226 Supplemental Disclosure of Cash Flow Information ​ ​ ​ ​ Capital expenditures in accounts payable, accrued expenses and other current liabilities, and other noncurrent liabilities ​ $ 81 ​ $ 27 Preferred stock warrant reclassification to equity ​ $ — ​ $ 4,762 Operating lease liabilities arising from obtaining right-of-use-assets ​ $ 3,049 ​ $ — Promissory note issued in exchange for cancellation of Class A Common Stock Warrants ​ $ — ​ $ 3,000 Financing of insurance premiums ​ $ 1,083 ​ $ — Conversion of preferred stock to common stock ​ $ — ​ $ 34,203 ​ See accompanying Notes to Financial Statements. ​ F-6 Table of Contents NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 1: The Company and Summary of Significant Accounting Policies Description of Business Knightscope, Inc., was incorporated on April 4, 2013 under the laws of the State of Delaware. Knightscope, Inc. (“the Company,” “we,” “us” or “our”) is a security technology company that builds fully autonomous security robots and blue light emergency communications systems. The Company’s mission is to make the USA the safest country in the world by helping to protect the people, places, and assets where we live, work, study and visit. To support this mission, the Company designs, develops, manufactures, markets, deploys, and supports Autonomous Security Robots (“ASRs”), autonomous charging stations, the proprietary Knightscope Security Operations Center (“KSOC”) software user interface, and Emergency Communication Devices (“ECDs”) which include the Knightscope Emergency Management System (“KEMS”) platform. Basis of Presentation and Liquidity These financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Since its inception, the Company has incurred significant operating losses and negative cash flows from operations which is principally the result of scaling the business and research and development activities related to the development, continued improvement, and deployment of the Company’s ASRs (hardware and software). In accordance with Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern, the Company evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that these financial statements are issued. The financial statements of the Company have been prepared on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business. Cash and cash equivalents on hand were $ 20.6 million as of December 31, 2025, compared to $ 11.1 million as of December 31, 2024. The Company has historically incurred losses and negative cashflows from operations. As of December 31, 2025, the Company also had an accumulated deficit of $ 227.0 million, working capital of $ 19.8 million and stockholders’ equity of $ 27.8 million. The Company is dependent on additional fundraising in order to sustain its ongoing operations. Based on current operating levels, the Company will need to raise additional funds in the next twelve months by selling additional equity or incurring debt. New financings may not be available to the Company on commercially acceptable terms, or at all. If the Company is unable to obtain additional capital, the Company will assess its capital resources and may be required to delay, reduce the scope of, or eliminate some or all of its operations, including capital expenditures, or downsize its organization, any of which may have a material adverse effect on its business, financial condition, results of operations, and ability to operate as a going concern. These factors raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months from the date of this report. F-7 Table of Contents On February 1, 2023, we entered into an ATM Agreement with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which we may offer and sell from time-to-time shares of Class A Common Stock through or to Wainwright acting as sales agent or principal (the “ATM Facility”). We initially filed a prospectus supplement on February 9, 2023, for sales under the ATM Facility up to $ 20.0 million, which was further supplemented on April 8, 2024, June 7, 2024, October 11, 2024, and November 14, 2024. On April 4, 2025, we filed a new shelf registration statement on Form S-3, pursuant to which we may, from time to time in one or more offerings, offer and sell up to $ 100.0 million in the aggregate of Class A common stock, preferred stock, debt securities, warrants and/or units, in any combination. The new shelf registration statement was declared effective on April 11, 2025. On July 18, 2025, we filed a new prospectus supplement for additional sales under the ATM Facility up to $ 50.0 million of shares of Class A Common Stock. Segments The Company has one operating segment and one reportable segment as its chief operating decision maker (“CODM”), who is its Chief Executive Officer , reviews financial information on a basis for purposes of allocating resources and evaluating financial performance. All long-lived assets are located in the United States and substantially all revenue is attributed to sellers and buyers based in the United States. Reclassifications Certain reclassifications have been made to the fiscal year 2024 financial statements to conform to the fiscal year 2025 presentation. The Company combined sales, general and administrative expenses on the Statements of Operations. On the Balance Sheets, the Company combined accrued expenses and other current liabilities. The amounts were not considered material to the financial statements. The reclassifications had no impact on total assets, total liabilities, stockholders’ equity or net loss. Comprehensive Loss Comprehensive loss is defined as the change in the equity of a business during a period from transactions and other events and circumstances from non-owner sources. Comprehensive loss was equal to net loss for years ended December 31, 2025 and 2024. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Specific accounts that require management estimates include, but are not limited to, estimating the useful lives of the Company’s ASRs, property and equipment and intangible assets, certain estimates required within revenue recognition, warranty and allowance for credit losses, determination of deferred tax valuation allowances, estimating fair values of the Company’s share-based awards, warrant liability, and derivative liabilities, inclusive of any contingent assets and liabilities. Actual results could differ from those estimates and such differences may be material to the financial statements. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company places its cash and cash equivalents in highly liquid instruments with, and in the custody of, financial institutions with high credit ratings. Restricted Cash The Company had restricted cash as collateral for the Company’s corporate credit card program, which was discontinued during the first quarter of 2025. As of December 31, 2025 and 2024, the carrying value of restricted cash was $ 0.0 million and $ 0.1 million, respectively. F-8 Table of Contents Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, and accounts receivable. The Company monitors the credit exposure of its cash, cash equivalents, and restricted cash balances by reviewing the credit worthiness of the financial institutions in which it holds its cash. Such reviews may result in the Company moving its cash to banks with more solid balance sheets. Cash, cash equivalents, and restricted cash deposits with financial institutions may occasionally exceed the limits of insurance on bank deposits; however, the Company has not experienced any losses on such accounts. As of December 31, 2025 and 2024, the Company had cash, cash equivalent, and restricted cash balances exceeding Federal Deposit Insurance Corporation (“FDIC”) insured limits by $ 20.3 million and $ 11.0 million, respectively. The Company intends to monitor the stability of the financial institutions in which it keeps its liquid funds in order to mitigate against the exposure to loss of funds and delays in accessing cash. The Company extends credit to clients in the normal course of business and performs ongoing credit evaluations of its clients. Concentrations of credit risk with respect to accounts receivable exist to the full extent of amounts presented in the financial statements. The Company does not require collateral from its clients to secure accounts receivable. Accounts receivable were derived from the leasing of proprietary ASRs along with access to browser-based interface KSOC as well as the sale of ECDs. The Company reviews its receivables for collectibility based on historical loss patterns, aging of the receivables, and assessments of specific identifiable client accounts considered at risk or uncollectible and provides allowances for potential credit losses, as needed. The Company also considers any changes to the financial condition of its clients and any other external market factors that could impact the collectibility of the receivables in the determination of the allowance for credit losses. Based on these assessments, the Company recorded a $ 0.2 million allowance for credit losses on its accounts receivable as of December 31, 2025 compared to an allowance of $ 0.1 million on its accounts receivable balance as of December 31, 2024. As of December 31, 2025, the Company had two clients whose accounts receivable balance totaled 10% or more of the Company’s total accounts receivable ( 28 % , 11 % ) compared with one client as of December 31, 2024 ( 13 % ). For the year ended December 31, 2025, the Company had one client who individually accounted for 10% or more of the Company’s total revenue, net ( 19 %) , compared with no clients who individually accounted for 10% of total revenue, net for the year ended December 31, 2024. Vendor Concentration Risk The Company purchases inventory from an assortment of vendors worldwide; however certain components used in our ECD products and other platforms are sourced from single suppliers or from a limited number of qualified suppliers. In some cases, these components require certification, customization, or regulatory compliance that limits short-term substitution. Inventory Inventory, principally purchased components, is stated at the lower of cost or net realizable value. Cost is determined using an average cost, which approximates actual cost on a first-in, first-out basis. Inventory in excess of salable amounts and inventory which is considered obsolete based upon changes in existing technology is written off. At the point of loss recognition, a new lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in the new cost basis. The following table presents the components of inventory (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Raw materials ​ $ 2,051 ​ $ 1,539 Work in process ​ 131 ​ 123 Finished goods ​ 137 ​ 135 ​ ​ $ 2,319 ​ $ 1,797 F-9 Table of Contents Prepaid expenses and other current assets Prepaid and other current assets is comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Prepaid expense ​ $ 1,282 ​ $ 259 Research and development tax credit ​ — ​ 86 Other receivables ​ 62 ​ — ​ ​ $ 1,344 ​ $ 345 Autonomous Security Robots, net ASRs consist of materials, ASRs in progress and finished ASRs. ASRs in progress and finished ASRs include materials, labor and other direct and indirect costs used in their manufacturing. Finished ASRs are valued using a discrete bill of materials, which includes an allocation of labor and direct overhead based on assembly hours. Depreciation expense on ASRs is recorded using the straight-line method over their estimated expected lives, which currently ranges from 3 to 5 years . Depreciation expense of finished ASRs is included in research and development expense, sales, marketing, general and administrative expense, and cost of revenue, net in the Company’s Statements of Operations. Depreciation expense on finished ASRs was $ 2.0 million for each of the years ended December 31, 2025 and 2024. In the first quarter of 2024, the Company discontinued the K5 v3 machines and as a result, wrote off approximately $ 1.1 million against service cost of revenue, net for the year ended December 31, 2024. During the year ended December 31, 2025, the Company wrote off obsolete ASRs of approximately $ 0.9 million against service cost of revenue, net. ASRs, net, consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Raw materials ​ $ 2,546 ​ $ 2,465 ASRs in progress ​ 247 ​ 322 Finished ASRs ​ 9,074 ​ 11,790 ​ ​ 11,867 ​ 14,577 Less: accumulated depreciation on Finished ASRs ​ ( 4,160 ) ​ ( 5,812 ) ASRs, net ​ $ 7,707 ​ $ 8,765 The components of the Finished ASRs, net, are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ASRs on lease or available for lease ​ $ 8,025 ​ $ 10,553 Demonstration ASRs ​ 235 ​ ​ 587 Research and development ASRs ​ 439 ​ ​ 102 Charge boxes ​ ​ 375 ​ ​ 548 ​ ​ 9,074 ​ ​ 11,790 Less: accumulated depreciation ​ ( 4,160 ) ​ ​ ( 5,812 ) Finished ASRs, net ​ $ 4,914 ​ $ 5,978 F-10 Table of Contents Property, Equipment and Software, net Property, equipment and software, net is stated at cost less accumulated depreciation and amortization and is depreciated using the straight-line method over the estimated useful lives of the assets. Computer equipment, software and furniture, fixtures and equipment are depreciated over useful lives ranging from three to five years , and leasehold improvements are depreciated over the respective lease term or useful lives, whichever is shorter . Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the Balance Sheets and any resulting gain or loss is reflected in the Statements of Operations in the period realized. Property, equipment, and software, net as of December 31, 2025 and 2024 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31 ​ ​ 2025 ​ ​ ​ 2024 Computer equipment ​ $ 272 ​ $ 251 Construction Work in Process ​ ​ 113 ​ ​ — Software ​ 8 ​ 8 Furniture, fixtures and equipment ​ 1,094 ​ 1,263 Leasehold improvements ​ 271 ​ 54 ​ ​ 1,758 ​ 1,576 Accumulated depreciation and amortization ​ ( 694 ) ​ ( 915 ) Property, equipment and software, net ​ $ 1,064 ​ $ 661 Depreciation and amortization expense on property, equipment and software is included in research and development expenses, cost of revenue, net, and sales, general and administrative expense on the Company’s Statements of Operations. Depreciation and amortization expense on property, equipment and software was $ 0.2 million and $ 0.3 million for the years ended December 31, 2025 and 2024, respectively. Goodwill and Acquired Intangible Assets The Company records goodwill when the consideration paid in a purchase acquisition exceeds the fair value of the net tangible assets and the identified intangible assets acquired. Goodwill is not amortized, but rather is tested for impairment. The Company performs testing for impairment of goodwill annually, during the fourth quarter, or as events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company tests goodwill for impairment at the reporting unit level using a two-step approach. In step one, the Company determines if the fair value of the reporting unit exceeds the unit’s carrying value. If step one indicates that the fair value of the reporting unit is less than its carrying value, the Company performs step two, determining the fair value of goodwill and, if the carrying value of goodwill exceeds the implied fair value, recording an impairment charge. The Company has determined that there is a single reporting unit for the purpose of goodwill impairment tests. Since inception through December 31, 2025, the Company has not had any goodwill impairment. Acquired intangible assets consist of identifiable intangible assets, primarily developed technology, trademark and customer relationships. These intangible assets have been determined to have definite lives and are carried at cost, less accumulated amortization. The Company amortizes the intangible assets with finite lives using the straight-line method over the estimated economic lives of the assets, which is normally one to eight years . The amortization expense for developed technology is recorded in cost of revenue, net. The amortization expense for the trademark and customer relationships is recorded in sales, general and administrative expense. Impairment of Long-Lived Assets The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that their carrying value may not be recoverable from the estimated future cash flows expected to result from their use or eventual disposition. If estimates of future undiscounted net cash flows are insufficient to recover the carrying value of the assets, the Company will record an impairment loss in the amount by which the carrying value exceeds the fair value. If the assets are determined to be recoverable, but the useful lives are shorter than originally estimated, the Company will depreciate or amortize the net book value of the assets over the newly determined remaining useful lives. Management reviewed the F-11 Table of Contents Company‘s ASRs, property, equipment, software and intangible assets and no assets were determined to be impaired for the years ended December 31, 2025 and 2024. Leases The Company determines if a contract is a lease or contains a lease at the inception of the contract and reassesses that conclusion if the contract is modified. All leases are assessed for classification as an operating lease or a finance lease. Operating lease right-of-use (“ROU”) assets are presented separately on the Company’s Balance Sheets. The Company does not have any finance lease ROU assets or liabilities. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. The Company does not obtain and control its right to use the identified asset until the lease commencement date. The Company’s lease liabilities are recognized at the applicable lease commencement date based on the present value of the lease payments required to be paid over the lease term. Because the rate implicit in the lease is not readily determinable, the Company generally uses its incremental borrowing rate to discount the lease payments to present value. The estimated incremental borrowing rate is derived from information available at the lease commencement date. The Company factors in publicly available data for instruments with similar characteristics when calculating its incremental borrowing rates. The Company’s ROU assets are also recognized at the applicable lease commencement date. The ROU asset equals the carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement and lease incentives provided by the lessor. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU asset or lease liability. The term of the Company’s leases equals the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also include options to renew or extend the lease (including by not terminating the lease) that the Company is reasonably certain to exercise. The Company establishes the term of each lease at lease commencement and reassesses that term in subsequent periods when one of the triggering events outlined in Accounting Standards Codification (“ASC”) 842, Leases (“ASC 842”) occurs. Operating lease costs for lease payments is recognized on a straight-line basis over the lease term. The Company’s lease contracts often include lease and non-lease components. For facility leases, the Company has elected the practical expedient offered by the standard to not separate lease from non-lease components and accounts for them as a single lease component. The Company has elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less. Lease costs for short-term leases is recognized on a straight-line basis over the lease term. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ December 31, ​ ​ 2025 ​ 2024 Legal, consulting and financial services ​ $ 268 ​ $ 58 Sales tax ​ 42 ​ 378 Warranty liability ​ 354 ​ 364 Payroll and payroll taxes ​ ​ 457 ​ ​ 364 Customer deposits ​ ​ 146 ​ ​ 82 Credit cards ​ ​ 176 ​ ​ 128 Other ​ 379 ​ 420 ​ ​ $ 1,822 ​ $ 1,794 Accrued Warranty The liability for estimated warranty claims is accrued at the time of sale and the expense is recorded in the Statements of Operations in cost of revenue, net - product. The liability is established using historical warranty claim experience. The F-12 Table of Contents current provision may be adjusted to take into account unusual or non-recurring events in the past or anticipated changes in future warranty claims. Adjustments to the warranty accrual are recorded if actual claim experience indicates that adjustments are necessary. Warranty reserves are reviewed to ensure critical assumptions are updated for known events that may impact the potential warranty liability. Change in the warranty liability for the years ended December 31, 2025 and 2024 consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2025 ​ ​ ​ 2024 Balance January 1, ​ $ 364 ​ $ 406 Provision for warranties issued ​ 202 ​ 275 Warranty services provided ​ ( 212 ) ​ ( 317 ) ​ ​ $ 354 ​ $ 364 Convertible Preferred Warrant Liability and Common Stock Warrants Freestanding warrants to purchase shares of the Company’s preferred stock were classified as liabilities on the Balance Sheets at their estimated fair value because the underlying shares of preferred stock were contingently redeemable and, therefore, may have obligated the Company to transfer assets at some point in the future. The preferred stock warrants were recorded at fair value upon issuance and were subject to remeasurement to their respective estimated fair values. At the end of each reporting period, changes in the estimated fair value of the preferred stock warrants were recorded in the Statements of Operations. The Company adjusted the liability associated with the preferred stock warrants for changes in the estimated fair value until the earlier of the exercise or conversion. On May 15, 2024, the preferred stock warrants converted into warrants to purchase common stock and any liabilities recorded for the preferred stock warrants were reclassified to additional paid-in capital and are no longer subject to remeasurement. Common stock warrants that are not considered derivative liabilities are accounted for at fair value at the date of issuance in additional paid-in capital. Revenue Recognition ASR related revenues The Company derives its revenues from lease of proprietary ASRs along with access to the browser-based interface KSOC through contracts under the lease accounting that typically have a twelve ( 12 )-month term. In addition, the Company derives non-lease revenue items such as professional services related to ASRs’ deployments, special decals, shipping costs and training if any, recognized when control of these services is transferred to the clients, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. ECD related revenues The Company also derives revenues from sales of its ECDs and related services, such as installation, maintenance, and upgrades. Revenue is recognized when clients sign full or partial certificate of completion, at which point, Knightscope can generate an invoice for its products and services. Clients also have the option to sign up for ongoing preventative and maintenance agreements. The maintenance revenue is recognized in the period the service is performed and the Company has determined that term of the contracts has been fulfilled. Installation or upgrades revenue are recognized upon completion of the project/contracts. In certain cases, deferred revenue is recognized to account for unfinished contracts. The Company determines revenue recognition through the following steps: ● identification of the contract, or contracts, with a client; ● identification of the performance obligations in the contract; ● determination of the transaction price; F-13 Table of Contents ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, the Company satisfies a performance obligation. The Company recognizes ASR subscription revenue as follows: ASR subscription revenue is generated from lease of proprietary ASRs along with access to the browser-based interface KSOC through contracts that typically have 12 -month terms. These revenue arrangements adhere to lease accounting guidance and are classified as leases for revenue recognition purposes. Currently, all revenue arrangements qualify as operating leases where consideration allocated to the lease deliverables is recognized ratably over the lease term. Deferred revenue In connection with the Company’s MaaS subscription for the Company’s ASRs, the Company’s standard billing terms are 1) annual in advance; 2) quarterly; or 3) monthly. In these situations, the Company records the invoices as deferred revenue and amortizes the subscription amount when the services are delivered, which generally is a 12 -month period. The Company derives its revenue from the lease subscription of its proprietary ASRs along with access to its browser and mobile based software interface, KSOC. MaaS subscription agreements typically have a 12 -month term. The Company also records deferred revenue from unfinished contracts for certain ECD related services. Deferred revenue includes billings in excess of revenue recognized. Revenue recognized at a point in time generally does not result in significant increases in deferred revenue. Revenue recognized over a period generally results in a majority of the increases in deferred revenue as the performance obligations are fulfilled after the billing event. The following table summarizes the changes in the deferred revenue balance as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Deferred revenue, beginning of period ​ $ 1,883 ​ $ 1,741 Revenue recognized in the year ended related to amounts included in deferred revenue at the beginning of the period ​ ​ ( 1,748 ) ​ ​ ( 1,466 ) Revenue deferred, net of revenue recognized on contracts in the respective period ​ ​ 1,151 ​ ​ 1,608 Deferred revenue, end of period ​ $ 1,286 ​ $ 1,883 The Company expects the balance of deferred revenue to be recognized in the next 12 months. Deferred revenue represents amounts invoiced to customers for contracts for which revenue has yet to be recognized for subscription services to be delivered to the Company’s clients. Typically, the timing of invoicing is based on the terms of the contracts. Customer Deposits Customer deposits primarily relate to sales of ECDs to certain customers dependent upon credit worthiness. The customer deposits are recorded as current liabilities and reclassed to a contra accounts receivable account at the time that the final invoice for the sale is generated following the completion of the revenue recognition criteria. Disaggregation of revenue The Company disaggregates revenue from contracts with customers into the timing of the transfers of goods and services by product line. F-14 Table of Contents The following table summarizes revenue by product line and timing of recognition (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31 ​ ​ 2025 ​ 2024 ​ ​ ​ ​ Point in time ​ ​ ​ Over time ​ ​ ​ Total ​ ​ ​ Point in time ​ ​ ​ Over time ​ ​ ​ Total ASRs ​ $ 30 ​ $ 4,372 ​ $ 4,402 ​ $ 84 ​ $ 4,239 ​ $ 4,323 ECDs ​ ​ 5,994 ​ ​ 939 ​ 6,933 ​ ​ 5,767 ​ ​ 715 ​ 6,482 Total ​ $ 6,024 ​ $ 5,311 ​ $ 11,335 ​ $ 5,851 ​ $ 4,954 ​ $ 10,805 Product Revenue, net Product revenue, net includes point of sale transactions related to the ECDs, including product, shipping, and installation. Other revenue, net Other non-ASR service-related revenues such as deployment services, decals and training revenue are recognized when services are delivered. Revenue from these transactions has been immaterial for all periods presented and is included in service revenue, net. Cost of revenue, net Cost of revenue, net related to services includes depreciation of the ASRs and some ECDs over their useful lives, labor and associated benefits incurred in the manufacture and maintenance of the ASRs, data and communications fees, routine maintenance costs, shipping costs, and other direct costs incurred during assembly and deployment. ECD related cost of revenue, net also consist of all direct materials and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tool, repairs and other expenses. Shipping and Handling Costs The Company classifies certain shipping and handling costs as cost of revenue, net in the accompanying Statements of Operations. The amounts classified as cost of revenue, net represent shipping and handling costs associated with the deployment or returns of the ASRs directly to or from clients. Management believes that the classification of these shipping and handling costs as cost of revenue, net better reflects the cost of producing the ASRs and selling its services. Shipping and handling costs associated with the transportation of demonstration units shipped to sales personnel and clients are recorded as sales, general and administrative expenses. The shipping and handling costs recorded within cost of revenue, net totaled approximately $ 0.5 million and $ 0.3 million for the years ended December 31, 2025 and 2024, respectively. Shipping and handling costs recorded within sales, general and administrative was insignificant for the years ended December 31, 2025 and 2024, respectively. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation , which requires that the estimated fair value on the date of grant be determined using the Black-Scholes option pricing model with the fair value recognized over the requisite service period of the awards, which is generally the option vesting period. The Company’s determination of the fair value of the stock-based awards on the date of grant, using the Black-Scholes option pricing model, is affected by the fair value of the Company’s common stock as well as other assumptions regarding a number of highly complex and subjective variables. These variables include but are not limited to the Company’s expected stock price volatility over the term of the awards, and actual and projected employee option exercise behaviors. Because there is insufficient historical information available to estimate the expected term of the stock-based awards, the Company adopted the simplified method of estimating the expected term of options granted by taking the average of the vesting term and the contractual term of the option. The Company recognizes forfeitures as they occur when calculating stock-based compensation for its equity awards. F-15 Table of Contents Research and Development Costs Research and development costs primarily consist of employee-related expenses, including salaries and benefits, share-based compensation expense, facilities costs, depreciation and other allocated expenses. Research and development costs are expensed as incurred. Sales, General and Administrative Costs Selling, general and administrative costs consist primarily of salaries and other personnel-related expenses for our executive, administrative, legal, finance, information technology, human resources, sales, and marketing personnel, investor relations expenses, advertising expenses, travel and related expenses, trade shows, costs of computer and communications equipment and support services, consulting and professional service fees including legal, costs of marketing programs, costs of facilities, management information systems and support services, offset by allocations of indirect costs such as facilities and shared services expenses. Advertising Costs Advertising costs are recorded in sales, general and administrative expense in the Company’s Statements of Operations as incurred. Advertising expense was $ 0.3 million and $ 1.5 million for the years ended December 31, 2025 and 2024, respectively. Income Taxes The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes (“ASC 740”). Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. The Company measures deferred tax assets and liabilities using tax rates applicable to taxable income in effect for the years in which those tax assets are expected to be realized or settled and provides a valuation allowance against deferred tax assets when it cannot conclude that it is more likely than not that some or all deferred tax assets will be realized. The assessment requires significant judgment and is performed in each of the applicable taxing jurisdictions. Additionally, the Company assesses its uncertain tax positions and records tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, the Company’s policy is to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements. Basic and Diluted Net Loss per Share Net loss per share of common stock is computed using the two-class method required for participating securities based on their participation rights. All series of convertible preferred stock are participating securities as the holders are entitled to participate in common stock dividends with common stock on an as converted basis. The voting, dividend, liquidation and other rights and powers of the common stock are subject to and qualified by the rights, powers and preferences of any series of preferred stock as may be designated by the Company’s Board of Directors and outstanding from time to time. In accordance with the two-class method, earnings allocated to these participating securities, which include participation rights in undistributed earnings with common stock, are subtracted from net loss to determine net loss attributable to common stockholders upon their occurrence. F-16 Table of Contents Basic net loss per share is computed by dividing net loss attributable to common stockholders (net adjusted for preferred stock dividends declared or accumulated) by the weighted average number of shares of common stock outstanding during the period. All participating securities are excluded from basic weighted average shares outstanding. In computing diluted net loss attributable to common stockholders, undistributed earnings are re-allocated to reflect the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by diluted weighted average shares outstanding, including potentially dilutive securities, unless anti-dilutive. Potentially dilutive securities that were excluded from the computation of diluted net loss per share for the years ended December 31, 2025 and 2024 consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2025 ​ ​ ​ 2024 Warrants to purchase common stock (convertible to Class A Common Stock) ​ 186,411 ​ 186,411 Stock options ​ 332,676 296,391 Total potentially dilutive shares ​ 519,087 482,802 The weighted average number of shares of common stock outstanding as of December 31, 2024 includes the weighted average effect of the 816,341 pre-funded warrants issued in connection with the November Offering (as defined in Note 5 - Capital Stock and Warrants) because the exercise of such warrants requires nominal consideration ( $ 0.001 per share exercise price for each pre-funded warrant). As of December 31, 2024, 190,007 of the pre-funded warrants have been exercised for 189,997 shares of Class A Common Stock; and 626,334 outstanding pre-funded warrants as of that date are not included in the table above. As of February 11, 2025, the pre-funded warrants were fully exercised. As all potentially dilutive securities are anti-dilutive as of December 31, 2025 and 2024, diluted net loss per share of Class A and Class B Common Stock is the same as basic net loss per share for each year. Accounting Pronouncements Adopted in 2025 On December 14, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“2023-09” ) , which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation. The Company adopted the standard on a retrospective basis on January 1, 2025 for fiscal year reporting. While the standard requires additional disclosures related to the Company’s income taxes, the standard did not have an impact on the Company’s operating results, financial condition or cash flows. Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU No. 2024-03 , Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . This ASU requires the disaggregation of certain expenses in the notes to the financial statements, to provide enhanced transparency into the expense captions presented on the face of the income statement. It is effective on a prospective basis for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027 with early adoption permitted. Management does not believe the implementation of this standard will have a material impact on the Company’s financial statements. In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets , which provides a practical expedient to measure credit losses on accounts receivable and contract assets. The ASU is effective for annual periods beginning after December 15, 2025, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the timing of the adoption and the impact of the new standard on the financial statements and related disclosures. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements , which intends to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies. The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods. The guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, F-17 Table of Contents and permits prospective or full retrospective adoption. Early adoption is permitted. The Company is evaluating the impact of this guidance on its financial statements and related disclosures. In December 2025, the FASB issued ASU 2025-12, Codification Improvements , which addresses suggestions received from stakeholders regarding the Accounting Standards Codification and makes other incremental improvements to U.S. GAAP. The update represents changes to the Codification that clarify, correct errors in or make other improvements to a variety of topics that are intended to make it easier to understand and apply. ASU 2025-12 is effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years. Entities are required to apply the amendments to ASC 260 retrospectively. All other amendments may be applied prospectively or retrospectively. Early adoption is permitted. The Company is evaluating the impact of this guidance on its financial statements and related disclosures. Management has reviewed other recently issued accounting pronouncements issued or proposed by the FASB and does not believe any of these accounting pronouncements has had or will have a material impact on the financial statements. NOTE 2: Fair Value Measurement The Company determines the fair market values of its financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following are three levels of inputs that may be used to measure fair value: ● Level 1 – Quoted prices in active markets for identical assets or liabilities. The Company considers a market to be active when transactions for the asset occur with sufficient frequency and volume to provide pricing information on an ongoing basis. ● Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The valuation of Level 3 investments requires the use of significant management judgments or estimation. In certain cases where there is limited activity or less transparency around inputs to valuation, securities are classified as Level 3. Level 3 liabilities that are measured at fair value on a recurring basis consist of the convertible preferred stock warrant liability. The inputs used in estimating the fair value of the warrant liability are described in Note 5 - Capital Stock and Warrants . The following tables summarize, for each category of assets or liabilities carried at fair value, the respective fair value as of December 31, 2025 and 2024 and the classification by level of input within the fair value hierarchy (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ Level 1 ​ ​ ​ Level 2 ​ ​ ​ Level 3 December 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents: ​ ​ ​ ​ ​ ​ ​ ​ Money market funds ​ $ 20,481 ​ $ 20,481 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ Level 1 ​ ​ ​ Level 2 ​ ​ ​ Level 3 December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents and restricted cash: ​ ​ ​ ​ ​ ​ ​ ​ Money market funds ​ $ 10,638 ​ $ 10,638 ​ $ — ​ $ — During the years ended December 31, 2025 and 2024, there were no transfers between Level 1, Level 2, or Level 3 assets or liabilities reported at fair value on a recurring basis and the valuation techniques used did not change compared to the Company’s established practice. F-18 Table of Contents The following table sets forth a summary of the changes in the fair value of Company’s Level 3 warrant and derivative liability during the year ended December 31, 2024, which were measured at fair value on a recurring basis (in thousands): ​ ​ ​ ​ ​ ​ ​ Warrant and Derivative Liabilities Balance as of January 1, 2024 ​ $ 6,247 Warrant cancellations ​ ( 3,000 ) Revaluation of Common Stock warrants ​ ​ 2,729 Reclassification of Series s and Series m-3 Preferred Stock warrants ​ ​ ( 4,762 ) Revaluation of Series s and Series m-3 Preferred Stock warrants ​ ( 1,214 ) Balance as of December 31, 2024 ​ $ — There were no Level 3 instruments that were measured at fair value for the year ended December 31, 2025. NOTE 3: Goodwill and Intangible Assets, net The Company recorded goodwill of $ 1.3 million during the year ended December 31, 2022 related to the Case Emergency Systems (“CASE”) acquisition. During the year ended December 31, 2023, an out of period adjustment of $ 0.6 million was recorded, bringing the total goodwill recorded pursuant to the CASE acquisition to $ 1.9 million. Goodwill is not amortized to earnings, but instead is reviewed for impairment at least annually, absent any interim indicators of impairment. There was no impairment of goodwill during the years ended December 31, 2025 and 2024. The gross carrying amounts and accumulated amortization of the intangible assets with determinable lives are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ Amortization ​ Gross ​ ​ ​ ​ ​ ​ ​ ​ Period ​ carrying ​ Accumulated ​ Carrying Intangible assets with determinable lives ​ ​ ​ (years) ​ ​ ​ amount ​ ​ ​ amortization ​ ​ ​ amount, net Developed technology 5 ​ $ 990 ​ $ ( 635 ) ​ $ 355 Customer relationships 8 ​ 950 ​ ( 381 ) ​ 569 Total ​ ​ ​ $ 1,940 ​ $ ( 1,016 ) ​ $ 924 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ Amortization ​ Gross ​ ​ ​ ​ ​ ​ Period ​ carrying ​ Accumulated ​ Carrying Intangible assets with determinable lives ​ (years) ​ ​ ​ amount ​ ​ ​ amortization ​ ​ ​ amount, net Developed technology 5 ​ $ 990 ​ $ ( 437 ) $ 553 Customer relationships 8 ​ 950 ​ ( 262 ) 688 Total ​ ​ ​ $ 1,940 ​ $ ( 699 ) $ 1,241 Intangible assets amortization expense was recorded as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ December 31, ​ ​ 2025 ​ 2024 Cost of revenue ​ $ 198 ​ $ 197 Sales, general and administrative ​ 119 ​ 119 Total intangible asset amortization ​ $ 317 ​ $ 316 F-19 Table of Contents As of December 31, 2025, future intangible assets amortization expense for each of the next five years and thereafter is as follows (in thousands): ​ ​ ​ ​ ​ Year ending December 31, ​ ​ ​ Amount 2026 ​ $ 317 2027 ​ 275 2028 ​ 118 2029 ​ 119 2030 ​ 95 Total ​ $ 924 NOTE 4: Debt Obligations Public Safety Infrastructure Bonds On September 29, 2023 , the Company filed an Offering Circular for the issuance of up to $ 10.0 million in Public Safety Infrastructure Bonds (the “Bonds”) pursuant to Regulation A of the Securities Act. The Offering Circular was qualified with the SEC on October 2, 2023 . The price per Bond is $ 1,000 . The Bonds are unsecured, bearing interest at 10 % per annum, payable annually on December 31 each year, starting on December 31, 2024, with the Bonds maturing on the fifth anniversary of the initial issuance. August 2024 Note On October 10, 2022, the Company entered into a Securities Purchase Agreement (the “2022 Purchase Agreement”) with Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B (the “Holder”), pursuant to which the Company issued and sold to the Holder in a private placement (i) senior secured convertible notes (the “2022 Notes”), and (ii) warrants (the “2022 Warrants”) to purchase up to 1,138,446 shares of the Company’s Class A Common Stock. The 2022 Warrants included an adjustment mechanism, whereby the exercise price and number of shares issuable upon the exercise of the 2022 Warrants (the “Warrant Exercise Price”) were subject to adjustment from time to time, such that immediately after an issuance of shares of Class A Common Stock (a “Stock Issuance”), excluding an At-the-Market (“ATM”) offering, at any price per share of Class A Common Stock that was lower than the then in effect Warrant Exercise Price (the “Reset Price”), the Warrant Exercise Price would be reduced to equal the Reset Price, and the number of shares issuable upon the exercise of the 2022 Warrants would be increased to the number necessary to maintain the value of the 2022 Warrants immediately prior to such Stock Issuance. In connection with the entry into the 2022 Purchase Agreement, the Company and the Holder also entered into a registration rights agreement (the “2022 Registration Rights Agreement”), pursuant to which the Company agreed to provide the Holder with certain registration rights under the Securities Act. On August 1, 2024 (the “Issuance Date”), the Company and the Holder entered into an Agreement and Waiver (the “Waiver”), pursuant to which, on the Issuance Date, the Company issued to the Holder a Senior Secured Promissory Note due on July 1, 2025 , in an aggregate amount equal to $ 3.0 million (the “Principal”) in exchange for the cancellation of the Holder’s 2022 Warrants (the “August 2024 Note”). The Company has agreed to pay the Principal in two separate installments: the first installment in an amount equal to $ 2.5 million payable in 11 equal consecutive monthly installments beginning on September 1, 2024 , and the second installment in an amount equal to $ 0.5 million payable on the earlier of (x) October 15, 2024, and (y) upon any issuance by the Company or any of its subsidiaries of common stock or common stock equivalents for cash consideration, indebtedness or a combination of units thereof (other than pursuant to a customary ATM offering program and equity line of credits). Upon the occurrence of a Change of Control (as defined in the August 2024 Note), the Holder may, at its option, exercisable at any time commencing on the public announcement of such Change of Control until the 30 th day after the consummation thereof, require the Company to repay the August 2024 Note in full. The August 2024 Note shall not bear interest; provided, however, upon the occurrence and during the continuance of an Event of Default (as defined in the August 2024 Note), the outstanding principal amount of the Principal shall, automatically upon the occurrence and during the continuance of such Event of Default, bear interest at a rate equal to ten percent of the amount payable per annum until such date that the Event of Default is cured or the August 2024 Note is paid in full. Additionally, pursuant to the Waiver, the Holder agreed that the Company’s obligations under the 2022 Notes, the 2022 Purchase Agreement, the 2022 Registration Rights Agreement, the 2022 Warrants, and the other Transaction Documents (as defined in the 2022 Purchase Agreement) have been satisfied in full and such documents are terminated, except that F-20 Table of Contents the Company shall continue to comply with and perform Section 4.10 of the 2022 Purchase Agreement and Section 6 of the 2022 Registration Rights Agreement, in each case which provide for indemnification, and which in each case survive and shall remain in full force and effect. The Waiver and August 2024 Note contain various representations and warranties, affirmative and negative covenants, financial covenants, events of default and other provisions and obligations. In connection with the entry into the Waiver and the August 2024 Note, on the Issuance Date, the Company and the Holder entered into a security agreement, pursuant to which the Company granted to the Holder a security interest in substantially all current and future properties, assets, and rights of the Company. The August 2024 Note was paid in full on June 30, 2025. As of December 31, 2025 and 2024, the outstanding balance of the August 2024 Note was $ 0.0 million and $ 1.4 million and was included in the current portion of debt obligations. Insurance Notes On October 26, 2024 , the Company financed $ 0.3 million in business insurance premiums to be repaid in eleven installments of $ 24 thousand with a borrowing rate of 7.39 % per year. On February 4, 2025 , the Company financed additional business insurance premiums of $ 0.4 million to be repaid in eleven installments of $ 35 thousand with a borrowing rate of 7.39 % per year. On October 24, 2025 , the Company financed additional business insurance premiums of $ 0.5 million to be repaid in eleven installments of $ 46 thousand with a borrowing rate of 6.65 % per year. As of December 31, 2025, the outstanding balance on the financing for the insurance premiums was $ 0.4 million. The amortized carrying amount of the debt obligations consists of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Bonds, net of unamortized issuance costs of $ 238 and $ 316 , respectively ​ $ 4,015 ​ $ 3,952 August 2024 Note ​ ​ — ​ ​ 1,364 Insurance Notes ​ ​ 405 ​ ​ — Total debt ​ 4,420 ​ 5,316 Less: current portion of debt obligations ​ ( 405 ) ​ ( 1,364 ) Non-current portion of debt obligations ​ $ 4,015 ​ $ 3,952 The Company issued Bonds with a total principal amount of approximately $ 2.8 million, in aggregate, generating net proceeds to the Company of approximately $ 2.6 million, net of issuance costs of approximately $ 0.2 million during the year ended December 31, 2024. During the year ended December 31, 2025, approximately $ 15 thousand of Bonds were repaid and retired. NOTE 5: Capital Stock and Warrants On May 15, 2024 (“the Preferred Stock Conversion Date”), pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation as amended to date (the “Certificate of Incorporation”), each share of the Company’s Super Voting Preferred Stock (as defined in the Certificate of Incorporation) was automatically converted into fully-paid, non-assessable shares of Class B Common Stock and each share of the Company’s Ordinary Preferred Stock (as defined in the Certificate of Incorporation) was automatically converted into fully-paid, non-assessable shares of Class A Common Stock, in each case at the then effective applicable Conversion Rate (as defined in the Certificate of Incorporation), as a result of the receipt by the Company of a written request for such conversion from the holders of a majority of the voting power of the Preferred Stock then outstanding (the “Automatic Conversion”). As a result of the Automatic Conversion, there were no shares of Preferred Stock outstanding after the Preferred Stock Conversion Date. For periods subsequent to May 15, 2024, the preferred warrants were no longer subject to contractual modification provisions and were reclassified from a liability classification to an equity classification on the Balance Sheets. On August 16, 2024, the Company held an annual meeting of stockholders at which the Company’s stockholders approved, among other items, amendments to the Certificate of Incorporation, to authorize 40,000,000 shares of “blank check” F-21 Table of Contents preferred stock, issuable in one or more series, and (ii) implement ancillary and conforming changes in connection with the authorization of “blank check” preferred stock and to remove provisions related to the Company’s former Super Voting Preferred Stock and Ordinary Preferred Stock, which are no longer outstanding. The term “blank check” preferred stock refers to preferred stock, the creation and issuance of which is authorized in advance by a company’s stockholders and the terms, rights and features of which are determined by the Board of Directors of a company without seeking further actions or vote of the stockholders. The Company previously entered into an agreement that contemplated the potential issuance of up to 15,238 warrants (“Vendor Warrants”) to a vendor upon the completion of certain services and satisfaction of certain contractual conditions. In the Company’s determination, such agreement was breached by the vendor, services were not performed, conditions were not satisfied and accordingly no Vendor Warrants were issued. Pre-funded Warrants On November 21, 2024, the Company priced a public offering (the “November offering”) of Class A Common Stock (and pre-funded warrants issued in lieu thereof) for gross proceeds of approximately $ 12.1 million. The pre-funded warrants were exercisable immediately on the date of issuance at an exercise price of $ 0.001 per share and may be exercised at any time until all of the pre-funded warrants are exercised in full. The securities in the November offering were offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3, which was initially filed with the SEC on February 1, 2023, and subsequently declared effective on February 8, 2023 (File No. 333-269493) (the “Registration Statement”), the base prospectus contained in the Registration Statement, as supplemented by the preliminary prospectus supplement, dated November 21, 2024 (the “Prospectus Supplement”), and a final prospectus supplement filed with the SEC pursuant to Rule 424(b) under the Securities Act. The November offering closed on November 25, 2024. The November offering was conducted pursuant to an underwriting agreement (the “Agreement”) between the Company and Titan Partners Group LLC, a division of American Capital Partners, LLC, as the sole bookrunner (the “Underwriter”), that was entered into on November 21, 2024. Pursuant to the Agreement, the Company sold 393,659 shares of Class A Common Stock and pre-funded warrants to purchase 816,341 shares of Class A Common Stock in the November offering at a public offering price of $ 10.00 per share and $ 9.999 per pre-funded warrant, less underwriting discounts and commissions. The Company also granted the Underwriter a 30 -day option to purchase up to an additional 181,500 shares of Class A Common Stock (or pre-funded warrants) from the Company at the public offering price, less underwriting discounts and commissions. The Company also agreed to issue to the Underwriter a warrant to purchase 36,300 shares of Class A Common Stock and 3 % of the securities sold upon the exercise of the Underwriter’s overallotment option, which such warrant is exercisable commencing 180 days after the date of the Agreement, and will be exercisable for a period of five years from the date of the Agreement, at an exercise price of $ 18.29 per share. The overallotment option was not exercised during the year ended December 31, 2025. The material terms of the November offering are described in the Registration Statement and the Prospectus Supplement. The Agreement contains customary representations, warranties and agreements of the Company. The Company also agreed in the Agreement to indemnify the Underwriter against certain liabilities. All pre-funded warrants issued in this offering were exercised in full as of December 31, 2025. A summary of the Company’s outstanding warrants as of December 31, 2025, is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Class of shares ​ ​ ​ Number of Warrants ​ ​ ​ Exercise Price ​ ​ ​ Expiration Date Class A Common Stock (previously Series m-3 Preferred Stock) 28,656 ​ $ 200.00 ​ December 31, 2027 Class A Common Stock (previously Series S Preferred Stock) 121,455 ​ $ 93.87 ​ December 31, 2027 Class A Common Stock (Underwriter Warrants) ​ 36,300 ​ $ 18.29 ​ November 21, 2029 F-22 Table of Contents Common Stock Reserved for Future Issuance Shares of common stock reserved for future issuance relate to outstanding warrants or stock options as follows: ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2025 Stock options to purchase common stock 332,676 Warrants outstanding for future issuance of common stock 186,411 Stock options available for future issuance 7,275,841 Total shares of Class A Common Stock reserved 7,794,928 ATM Offering Program On February 1, 2023, we entered into an ATM Agreement with Wainwright, pursuant to which we may offer and sell from time-to-time shares of Class A Common Stock through or to Wainwright acting as sales agent or principal (the “ATM Facility”). We initially filed a prospectus supplement on February 9, 2023, for sales under the ATM Facility up to $ 20.0 million, which was further supplemented on April 8, 2024, June 7, 2024, October 11, 2024, and November 14, 2024. On April 4, 2025, we filed a new shelf registration statement on Form S-3, pursuant to which we may, from time to time in one or more offerings, offer and sell up to $ 100.0 million in the aggregate of Class A common stock, preferred stock, debt securities, warrants and/or units, in any combination. The new shelf registration statement was declared effective on April 11, 2025. On July 18, 2025, we filed a new prospectus supplement for additional sales under the ATM Facility up to $ 50.0 million of shares of Class A Common Stock. As of March 25, 2026, we have approximately $ 21.7 million remaining to be sold pursuant to the new prospectus supplement and the accompanying prospectus related to the ATM Facility. During the year ended December 31, 2025, the Company issued 6,877,113 shares of Class A Common Stock under the ATM offering program for net proceeds of approximately $ 42.8 million, net of brokerage and placement fees of approximately $ 1.2 million. NOTE 6: Stock-Based Compensation Equity Incentive Plans In April 2014, the Board of Directors adopted the 2014 Equity Incentive Plan (the “2014 Plan”) allowing for the issuance of up to 40,000 shares of common stock through grants of options, stock appreciation rights, restricted stock or restricted stock units. In December 2016, the 2014 Plan was terminated, and the Company’s Board of Directors adopted a new equity incentive plan defined as the 2016 Equity Incentive Plan (the “2016 Plan”) in which the remaining 38,720 shares available for issuance under the 2014 Plan at that time were transferred to the Company’s 2016 Plan. Awards outstanding under the 2014 Plan at the time of the 2014 Plan’s termination will continue to be governed by their existing terms. The shares underlying any awards that are forfeited or repurchased by the Company under the 2014 Plan, on or after the 2014 Plan’s termination will be added back to the shares of common stock available for issuance under the Company’s 2016 Plan. The 2016 Plan provides for the granting of stock awards such as incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock or restricted stock units to employees, directors and outside consultants as determined by the Board of Directors. On June 23, 2022, following approval by the Board of Directors, the Company’s stockholders adopted the 2022 Equity Incentive Plan (the “2022 Plan”) allowing for the issuance of up to 100,000 shares of Class A Common Stock through grants of options, stock appreciation rights, restricted stock awards, restricted stock units, performance awards, and other stock or cash-based awards. In connection with the adoption of the 2022 Plan, shares previously available for issuance under the 2016 Plan became available for issuance under the 2022 Plan. The number of shares authorized under the 2022 Plan will be increased each January 1 st , beginning January 1, 2023 and ending on (and including) January 1, 2032, by an amount equal to the lesser of (a) 5 % of our Class A Common Stock and Class B Common Stock outstanding on December 31 st of the immediately preceding calendar year (rounded up to the nearest whole share) and (b) a number of shares determined by the plan administrator. Pursuant to clause (a) there were an additional 220,106 shares added to the 2022 Plan on March 31, 2025. Shares subject to awards (including under the 2016 Plan and the 2014 Plan) that lapse, expire, terminate, or are canceled prior to the issuance of the underlying shares or that are subsequently forfeited to or otherwise reacquired by us, F-23 Table of Contents (iii) are withheld by or tendered to us as the payment for the purchase price of an award or to satisfy tax withholding obligations related to an award or (iv) are settled in cash will be added back to the shares of common stock available for issuance under the 2022 Plan. On October 24, 2025, the 2022 Plan was amended to provide for the issuance of an additional 2,000,000 shares of Class A Common Stock. The Board of Directors may grant stock options under the 2022 Plan at an exercise price of not less than 100 % of the fair market value of the Company’s common stock on the date the option is granted. The options generally have a term of ten years from the grant date. Incentive stock options granted to employees who, on the date of grant, own stock representing more than 10 % of the voting power of all of the Company’s classes of stock, are granted at an exercise price of not less than 110 % of the fair market value of the Company’s common stock. The maximum term of incentive stock options granted to employees who, on the date of grant, own stock having more than 10 % of the voting power of all the Company’s classes of stock, may not exceed five years . The Board of Directors also determines the terms and conditions of awards, including the vesting schedule and any forfeiture provisions. Options granted under the 2022 Plan may vest upon the passage of time, generally four years , or upon the attainment of certain performance criteria established by the Board of Directors. The Company may from time-to-time grant options to purchase common stock to non-employees for advisory and consulting services. At each measurement date, the Company will remeasure the fair value of these stock options using the Black-Scholes option pricing model and recognize the expense ratably over the vesting period of each stock option award. Stock options comprise all of the awards granted since the 2022 Plan’s inception. On December 1, 2025, the Board of Directors approved the 2025 Inducement Plan (the “Inducement Plan”) pursuant to which 5,000,000 shares of Class A Common Stock became issuable under the Inducement Plan. The Inducement Plan is generally subject to the same terms and conditions as the 2022 Plan and provides for the grant of awards to individuals who satisfy the standards for inducement grants under the relevant Nasdaq listing rules. As of December 31, 2025, we have not issued any awards under the Inducement Plan. Stock option activity under all of the Company’s equity incentive plans for the years ended December 31, 2025 and 2024 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ Average ​ ​ ​ ​ ​ Shares ​ Number of ​ Average ​ Remaining ​ Aggregate ​ ​ Available for ​ Shares ​ Exercise ​ Contractual ​ Intrinsic ​ ​ Grant ​ Outstanding ​ Price ​ Life (Years) ​ Value (000’s) Available and outstanding as of January 1, 2024 ​ 2,003 ​ 201,372 ​ $ 135.77 ​ 7.14 ​ $ 141 2022 Plan increase ​ 187,296 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Granted ​ ( 183,600 ) ​ 183,600 ​ ​ 17.79 ​ ​ ​ ​ ​ Exercised ​ — ​ ( 2,260 ) ​ ​ 8.00 ​ ​ ​ ​ ​ Forfeited ​ 86,301 ​ ( 86,301 ) ​ ​ 187.22 ​ ​ ​ ​ ​ Expired ​ 20 ​ ( 20 ) ​ ​ 8.00 ​ ​ ​ ​ ​ Available and outstanding as of December 31, 2024 ​ 92,020 ​ 296,391 ​ ​ 50.50 ​ 7.97 ​ ​ 26 2022 Plan and Inducement Plan increase ​ 7,220,106 ​ — ​ ​ — ​ ​ ​ ​ ​ Granted ( 69,085 ) 69,085 ​ 4.69 ​ ​ ​ Forfeited 32,800 ( 32,800 ) ​ 83.62 ​ ​ ​ Available and outstanding as of December 31, 2025 ​ 7,275,841 ​ 332,676 ​ $ 36.10 ​ 7.45 ​ $ 6 Vested and exercisable as of December 31, 2025 ​ ​ 180,902 ​ $ 52.28 6.27 ​ $ — F-24 Table of Contents The aggregate intrinsic value in the table above represents the total intrinsic value based on the Company’s closing stock price of $ 3.71 as of December 31, 2025, which would have been received by the option holders had all option holders exercised their options as of that date. The total intrinsic value of options exercised during the years ended December 31, 2025 and 2024 was $ 0 and $ 37 thousand, respectively. The fair value of stock options that vested during the years ended December 31, 2025 and 2024 was $ 1.5 million and $ 1.4 million, respectively. The determination of the fair value of options granted during the years ended December 31, 2025 and 2024 is computed using the Black-Scholes option pricing model with the following weighted average assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ December 31, ​ ​ ​ 2025 ​ ​ ​ 2024 Risk-free interest rate 3.83 % 4.22 % Expected dividend yield — % — % Expected volatility 52.74 % 54.29 % Expected term (in years) 6.1 5.7 ​ The weighted average grant date fair value of options granted during the years ended December 31, 2025 and 2024 was $ 2.49 and $ 11.23 per share, respectively. As of December 31, 2025, the Company had unamortized stock-based compensation expense of $ 0.8 million that will be recognized over the average remaining vesting term of options of 1.32 years. Option pricing models require the input of various subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The expected stock price volatility is based on the analysis of volatilities of the Company’s selected public peer group over a period commensurate with the expected term of the options. The expected term of the employee stock options represents the weighted average period the stock options are expected to remain outstanding and is based on the contractual terms, the vesting period and the expected remaining term of the outstanding options. The risk-free interest rate is based on the U.S. Treasury interest rates whose term in consistent with the expected life of the stock options. No dividend yield is included as the Company has not issued any dividends and do not anticipate issuing any dividends in the future. A summary of stock-based compensation expense recognized in the Company’s Statements of Operations is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ ​ 2025 ​ ​ ​ 2024 Cost of revenue, net ​ $ 158 ​ $ 208 Research and development ​ 460 ​ 565 Sales, general and administrative ​ 918 ​ 939 Total ​ $ 1,536 ​ $ 1,712 NOTE 7: Employee Benefit Plan The Company administers a 401(K) retirement plan (the “401(K) Plan”) in which all employees are eligible to participate. Each eligible employee may elect to contribute to the 401(K) Plan. During the years ended December 31, 2025 and 2024, the Company made no matching contributions. F-25 Table of Contents NOTE 8: Income Taxes Domestic and foreign components of net loss before income taxes is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ ​ ​ Domestic ​ $ ( 33,815 ) ​ $ ( 31,734 ) Foreign ​ — ​ — Net loss before income tax expense ​ $ ( 33,815 ) ​ $ ( 31,734 ) Income tax expense consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ ​ 2025 ​ ​ ​ 2024 Current: ​ ​ ​ ​ Federal ​ $ — ​ $ — State ​ — ​ — Total current expense ​ — ​ — ​ ​ ​ ​ ​ ​ ​ Deferred: ​ ​ ​ ​ Federal ​ — ​ — State ​ — ​ — Total deferred expense ​ — ​ — Total income tax expense ​ $ — ​ $ — Reconciliation between the effective tax rate on income from operations and the statutory tax rate of 21 % is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax benefit at statutory federal rate $ ( 7,101 ) ​ 21.0 % ​ $ ( 6,664 ) ​ 21.0 % Tax credits ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Research and development credits ​ ( 579 ) ​ 1.7 ​ ​ ​ ( 370 ) ​ 1.2 ​ Changes in valuation allowance 7,340 ​ ( 21.7 ) ​ ​ 6,027 ​ ( 19.0 ) ​ Nontaxable or nondeductible items ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation 109 ​ ( 0.3 ) ​ ​ 630 ​ ( 2.0 ) ​ Other 136 ​ ( 0.4 ) ​ ​ 330 ​ ( 1.0 ) ​ Change in unrecognized tax benefits ​ 87 ​ ( 0.3 ) ​ ​ ​ 55 ​ ( 0.2 ) ​ Other Adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other 8 ​ — ​ ​ ( 8 ) ​ — ​ Effective tax rate $ — ​ ( 0.0 ) % ​ $ — ​ ( 0.0 ) % Cash paid for income taxes, net of refunds received by jurisdictions is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ 2025 ​ ​ ​ ​ 2024 ​ ​ ​ ​ Federal $ — ​ $ — State ​ — ​ ​ — Foreign ​ — ​ ​ — Total income taxes paid, net of refunds $ — ​ $ — F-26 Table of Contents Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table presents the significant components of the Company’s deferred tax assets and liabilities for the periods presented (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2025 ​ ​ ​ 2024 Deferred tax assets: ​ ​ ​ ​ Net operating loss carryforwards ​ $ 50,466 ​ $ 40,925 Research and development credit carryforwards ​ 3,724 ​ 3,054 Stock-based compensation ​ ​ 552 ​ ​ 290 Accruals and other ​ 162 ​ 249 Lease liability ​ ​ 874 ​ ​ 108 Property, equipment and software ​ — ​ 123 Amortization ​ 164 ​ 162 Capitalized research and experimental expenses ​ ​ 2,069 ​ ​ 2,758 Other ​ — ​ 10 Total deferred tax assets ​ 58,011 ​ 47,679 Valuation allowance ​ ( 56,997 ) ​ ( 47,573 ) Deferred tax assets recognized ​ 1,014 ​ 106 Deferred tax liabilities: ​ ​ ​ ​ ​ ​ Right of use asset ​ ​ ( 713 ) ​ ​ ( 106 ) Property, equipment and software ​ ​ ( 301 ) ​ ​ — Total deferred tax liabilities ​ ( 1,014 ) ​ ( 106 ) Net deferred taxes ​ $ — ​ $ — The Company considers all available evidence, both positive and negative, including historical levels of taxable income, expectations and risks associated with estimates of future taxable income, and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance. As of December 31, 2025 and 2024, based on the Company’s analysis of all available evidence, both positive and negative, it was considered more likely than not that the Company’s deferred tax assets would not be realized and, as a result, the Company recorded a full valuation allowance for its deferred tax assets. The valuation allowance increased $ 9.4 million and $ 7.6 million during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, the Company had U.S. federal net operating loss carryforwards of approximately $ 189.7 million, of which $ 23.3 million begin to expire in 2033 and $ 166.4 million can be carried over indefinitely. As of December 31, 2025, the Company had federal research and development tax credits of approximately $ 2.6 million, which begin to expire in 2033. As of December 31, 2025, the Company had state net operating loss carryforwards of approximately $ 154.3 million, which begin to expire in 2027. As of December 31, 2025, the Company had state research and development tax credits of approximately $ 2.3 million, which do not expire. Utilization of the federal and state net operating loss and federal and state research and development tax credit carryforwards may be subject to annual limitations due to the ownership percentage change provisions of the Internal Revenue Code Section 382 and similar state provisions. The annual limitations may result in the inability to fully offset future annual taxable income and could result in the expiration of the net operating loss carry forwards before utilization. On July 4, 2025, the current administration signed the One Big Beautiful Bill Act (“OBBBA”), which includes comprehensive U.S. corporate tax legislation. The legislation includes the modification and permanent extension of prior tax law under the Tax Cuts and Jobs Act and the introduction of new provisions such as permanently reinstating the immediate deduction of domestic specified research and experimental expenditures (“R&E”), permanent changes in the limitations for deducting business interest expense, and permanently restoring bonus depreciation allowances. Following the enactment of the OBBBA, we are no longer capitalizing domestic research and experimental expenditures as of December 31, 2025. The Company continues to generate a deferred tax asset for foreign capitalized R&E expenditures for the year ended December F-27 Table of Contents 31, 2025. Due to our valuation allowance on deferred tax assets, this tax law change did not result in a material impact to our financial statements. The Company accounts for uncertainty in income taxes in accordance with ASC 740. Tax positions are evaluated in a two-step process, whereby the Company first determines whether it is more likely than not that a tax position will be sustained upon examination by tax authorities, including resolutions of any related appeals or litigation processes, based on technical merit. If a tax position meets the more likely than not recognition threshold it is then measured to determine the amount of benefit to recognized in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The changes in the unrecognized tax benefits are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Unrecognized tax benefits as of the beginning of the year ​ $ 631 ​ $ 544 Increases related to prior year tax provisions ​ — ​ — Decrease related to prior year tax provisions ​ ( 2 ) ​ ( 6 ) Increase related to current year tax provisions ​ 128 ​ 93 Statute lapse ​ — ​ — Unrecognized tax benefits as of the end of the year ​ $ 757 ​ $ 631 The Company’s unrecognized tax benefits as of December 31, 2025 relate entirely to research and development credits. The total amount of unrecognized tax benefits as of December 31, 2025 is $ 0.8 million. If recognized, none of the unrecognized tax benefits would impact the effective tax rate because of the valuation allowance. The Company’s policy is to recognize interest and penalties to income taxes as components of interest expense and other expense, respectively. The Company did no t accrue interest or penalties related to unrecognized tax benefits as of December 31, 2025. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. Due to the Company’s net operating loss carryforwards, all tax years since inception remain subject to examination by all taxing authorities. The Company is not currently under audit in any major tax jurisdiction. NOTE 9: Commitments and contingencies Leases The Company leases facilities for office space under non-cancelable operating lease agreements. In April 2025, the Company entered into a new operating lease for its current headquarters in Sunnyvale, California, with a lease term through June 30, 2030. Upon commencement of this new lease in April 2025, the Company paid a refundable lease deposit of $ 0.5 million on and recognized operating lease right-of-use asset and operating lease liability of $ 2.9 million, each. The annual base rent under the new lease is $ 0.9 million. In addition to base rent, the Company is also responsible for covering its share of the common area expenses and property taxes associated with the building. The components of leases and lease costs are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Operating leases ​ ​ Operating lease ROU assets ​ $ 2,745 ​ $ 407 ​ ​ ​ ​ ​ ​ ​ Operating lease liabilities, current portion ​ $ 555 ​ $ 412 Operating lease liabilities, non-current portion ​ 2,805 ​ — Total operating lease liabilities ​ $ 3,360 ​ $ 412 ​ ​ ​ ​ ​ ​ ​ Operating lease costs ​ $ 1,523 ​ $ 989 F-28 Table of Contents As of December 31, 2025, future minimum operating lease payments for the year is as follows (in thousands): ​ ​ ​ ​ ​ Years ending December 31, ​ Amount 2026 ​ $ 1,010 2027 ​ ​ 999 2028 ​ ​ 1,029 2029 ​ ​ 1,060 2030 ​ ​ 496 Total future minimum lease payments ​ 4,594 Less – Interest ​ ( 1,234 ) Present value of lease liabilities ​ $ 3,360 Weighted average remaining lease term is 4.4 years. The weighted average discount rate of 14.8 % ranges from 5.75 % to 15.0 % dependent upon the assets underlying the operating lease and its term. Rent expense totaled $ 1.5 million and $ 1.0 million for the years ended December 31, 2025 and 2024, respectively, included in the Company’s Statements of Operations. There were two month to month lease agreements for each of the years ended December 31, 2025 and 2024. Purchase Commitments The Company executed a purchase agreement on September 13, 2024, in order to secure the acquisition of raw materials essential to ASR manufacturing. This agreement stipulates a total expenditure of $ 0.8 million before December 31, 2026. During the year ended December 31, 2025, the Company made payments totaling $ 0.2 million pursuant to this commitment. Legal Matters The Company may be subject to pending legal proceedings and regulatory actions in the ordinary course of business; however, no such claims have been identified as of December 31, 2025 that are expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows. The Company from time to time enters into contracts that contingently require the Company to indemnify parties against third party claims. These contracts primarily relate to: (i) arrangements with clients which generally include certain provisions for indemnifying clients against liabilities if the services infringe a third party’s intellectual property rights, (ii) the Regulation A Issuer Agreement where the Company may be required to indemnify the placement agent for any loss, damage, expense or liability incurred by the other party in any claim arising out of a material breach (or alleged breach) as a result of any potential violation of any law or regulation, or any third party claim arising out of any investment or potential investment in the offering, and (iii) agreements with the Company’s officers and directors, under which the Company may be required to indemnify such persons from certain liabilities arising out of such persons’ relationships with the Company. The Company has not incurred any material costs as a result of such obligations and has no t accrued any liabilities related to such obligations in the financial statements as of December 31, 2025 and 2024. Sales Tax Contingencies The Company has historically not collected state sales tax on the sale of its MaaS product offering but has paid use tax on all purchases of raw materials. The Company’s MaaS product offering may be subject to sales tax in certain jurisdictions. If a taxing authority were to successfully assert that the Company has not properly collected sales or other transaction taxes, or if sales or other transaction tax laws or the interpretation thereof were to change, and the Company was unable to enforce the terms of their contracts with clients that give the right to reimbursement for the assessed sales taxes, tax liabilities in amounts that could be material may be incurred. Based on the Company’s assessment, the Company has recorded a use tax liability of $ 42 thousand and $ 0.4 million as of December 31, 2025 and 2024, respectively, which has been included in accrued expense and other current liabilities on the accompanying Balance Sheets. The Company continues to analyze possible sales tax exposure but does not currently believe that any individual claim or aggregate claims that might arise will ultimately have a material effect on its results of operations, financial position or cash flows. F-29 Table of Contents NOTE 10: Segment Information Management identifies reportable segments based on how it manages the Company’s operations. As such, the Company operates as one segment for reporting purposes. The accounting policies of the Company’s segment are the same as those described in Note 1. The CODM assesses performance at a Company level and decides how to allocate resources based on net loss. The measure of segment assets is reported on the Balance Sheets as total assets. The measure of significant segment expenses is listed on the Statements of Operations. The CODM evaluates performance and allocates resources for its reportable segment using segment income or loss. This metric is used to evaluate the overall financial performance of the segment, make operational and strategic decisions, prepare our annual plan, and allocate resources. NOTE 11: Subsequent Events ATM offering program From January 1, 2026 through March 25, 2026 the Company issued 2,027,993 shares of Class A Common Stock under the ATM offering program for net proceeds of approximately $ 9.0 million, net of brokerage and placement fees of approximately $ 0.2 million pursuant to the August Prospectus Supplement. Acquisition As announced on February 27, 2026 , the Company entered into a securities purchase agreement (the “Event Risk Agreement”) with Event Risk LLC , an Indiana limited liability company (“Event Risk”), and Eric Rose (the “Seller”), pursuant to which the Company acquired all of the issued and outstanding membership interests of Event Risk. Consideration for the Event Risk Acquisition consisted of (i) a $ 5.0 million cash payment at closing, (ii) repayment of Event Risk’s outstanding indebtedness of $ 1.1 million, (iii) the issuance of 1,724,418 shares of the Company’s Class A common stock, and (iv) $ 4.0 million of deferred cash payments, payable in quarterly installments through December 31, 2028 subject to the purchase agreement. The purchase agreement also provides for contingent future cash and equity consideration based on post-closing performance, including a 2026 earn-out, revenue-based cash payments for 2027 through 2031, and potential additional equity issuances, each subject to specified thresholds and caps. The Event Risk Agreement contains customary representations, warranties, covenants, indemnification provisions, working capital adjustment mechanics, non-compete provisions, and tax treatment provisions. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Event Risk Agreement filed as an exhibit to this Annual Report on Form 10-K. The initial accounting for the transaction is incomplete at this time due to the close proximity of the acquisition close date to the issuance date of these financial statements. The preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed is anticipated to be completed in the first quarter of fiscal 2026. ​ ​ F-30 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.