What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-12 compared with 2025-03-13 · 138 added, 113 removed, 892 unchanged (22% of the section changed)

22 unchanged sentences

Vincent Carrubba

Professor Lugee Li ( “ Professor Li ” ) was elected by our board of directors to serve as our Chief Executive Officer in December 2016.

Professor Lugee Li ( “ Professor Li ” ) was elected by our board of directors to serve as our Chief Executive Officer in December 2016 and continued to serve in that capacity through July 2021.

Pursuant to the terms of the 2016 Purchase Agreement, Professor Li was appointed as a member of our board of directors in March 2016 and became Chairman of our board of directors in October 2016.

61 unchanged sentences

The Company has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees and the Company itself that is reasonably designed to promote compliance with insider trading laws, rules and regulations and any applicable listing standards.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10 -K for the fiscal year ended December 31, 2025.

Executive Compensation

10 unchanged sentences

and, finally, (vi) the dollar value of total compensation for 2025 and 2024.

Name and Principal Position

Name and Principal

$ 300,779 $ - $ - $ - $ 17,448 $ 318,227

Chief Executive Officer and Chief Financial Officer

$ 266,931 $ - $ - $ - $ 134,692 $ 401,623

Isaac Bresnick,

$ 220,779 $ - $ - $ - $ 17,448 $ 238,227

President and Former Executive Administrator

$ 195,388 $ - $ - $ - $ 67,346 $ 262,734

$ 152,446 $ - $ - $ - $ - $ 152,446

$ - $ - $ - $ - $ - $ -

Outstanding Equity Awards at 2025 Fiscal Year-End

3 unchanged sentences

Equity Incentive

75,000 - - $ 0.38 10/17/2027

240,000 - - $ 0.14 11/14/2028

7,500,000 ( 1 ) - - $ 0.07 07/06/2031

2,333,250 - 1,666,750 ( 2 ) $ 0.05 03/12/2034

- - 3,000,000 ( 4 ) $ 0.04 03/12/2035

Isaac Bresnick

700,000 - - $ 0.25 12/13/2026

240,000 - - $ 0.23 02/07/2027

900,000 - $ 0.09 12/14/2031

1,166,625 - 833,375 ( 3 ) $ 0.05 03/12/2034

- - 3,000,000 ( 5 ) $ 0.04 03/12/2035

The shares underlying these grants are subject to a combination of market-price based and time-based lock-up provisions.

1 unchanged sentence

The shares underlying these grants vest 33% following the first anniversary of the grant date of March 12, 2024, and on a monthly basis following such date for the remaining two years thereof.

The shares underlying these grants vest 33% following the first anniversary of the grant date of March 12, 2025, and on a monthly basis following such date for the remaining two years thereof.

Employment Agreements and Change of Control Agreement

No named executive has an employment agreement or change of control agreement with the Company as of December 31, 2024.

On March 12, 2024 we entered into Change of Control Agreements with Mr.

Tony Chung and Mr.

Isaac Bresnick, each of whom serves as our executive officer.

Pursuant to these agreements, if a change of control of the Company occurs and, within one year following such change of control, the executive’s employment is terminated by us other than for cause or the executive resigns for good reason, the executive will be entitled to receive a lump-sum cash severance payment equal to twelve months of his then-current base salary.

In addition, all unvested equity awards held by the executive will immediately vest upon a change of control, and stock options will remain exercisable for a specified period following termination.

The agreements also provide for continued health and welfare benefits for up to one year following a qualifying termination.

A copy of our Change of Control Agreements is filed as Exhibit 19.2 to this Annual Report on Form 10 -K for the fiscal year ended December 31, 2025.

401 (k) Savings Plan

7 unchanged sentences

Incentive Plan

$ - - $ 10,894 - - - $ 10,894

Vincent Carrubba

Options to purchase 1,000,000 shares of our common stock were awarded to Mr.

Carrubba on March 12, 2024 respectively.

$ 40,000 - $ 8,724 - - - $ 48,724

Our non-employee directors receive certain compensation for their services and are reimbursed for expenses incurred in attending board and committee meetings, as determined by the board of directors.

36 unchanged sentences

Professor Li is the majority owner, officer, and director of Liquidmetal Technology Limited and has the power to direct the voting and disposition of such shares;

10,066,809 shares issuable pursuant to a Warrant held by Liquidmetal Technology Limited which is exercisable currently or within 60 days of December 31, 2024.

Professor Li is the majority owner, officer, and director of Liquidmetal Technology Limited and has the power to direct the voting and disposition of such shares;

1,360,150 shares of common stock held of record by Professor Li;

900,000 shares issuable pursuant to outstanding stock options which are exercisable currently or within 60 days of December 31, 2025.

Does not include 3,000,000 shares that are issuable pursuant to outstanding stock options that are not exercisable currently or within 60 days of December 31, 2025.

Includes 2,045,537 shares issuable pursuant to outstanding stock options, held of record by Mr.

7 unchanged sentences

Does not include 3,722,259 shares that are issuable pursuant to outstanding stock options that are not exercisable currently or within 60 days of December 31, 2025.

225,212,112 shares of common stock held of record by Liquidmetal Technology Limited;

10,066,809 shares issuable pursuant to a Warrant held by Liquidmetal Technology Limited which is exercisable currently or within 60 days of December 31, 2024.

Includes 225,212,112 shares of common stock held of record by Liquidmetal Technology Limited.

Equity Compensation Plan Information

8 unchanged sentences

Weighted-average exercise

price of outstanding options,

price of outstanding

warrants, and rights

35 unchanged sentences

Equipment and services procured from Eontec, and their affiliates, were $439 and $612 during the years ended December 31, 2025 and 2024, respectively.

On May 10, 2022, Mr.

Abdi Mahamedi resigned as a director of the Company.

In connection with Mr.

Mahamedi’s resignation, the Board of Directors of the Company approved an amendment to Mr.

Mahamedi’s previously granted options to purchase an aggregate of 1,870,000 shares of Company common stock to provide for the extension of the exercise period of the options through May 10, 2025.

Mahamedi’s resignation as a director, the Company entered into a Consulting Agreement, dated May 10, 2022, with Rosewood LLC pursuant to which Mr.

Mahamedi as the owner of Rosewood LLC will assess and present business opportunities for the licensing and sublicensing of the Company’s technology.

Mahamedi will also provide business development services and perform other special projects as requested by the Company.

The Consulting Agreement has a term of 5 years, subject to the right of the Company or Mr.

Mahamedi to terminate the agreement at any time after December 1, 2022 and subject to certain other early-termination rights.

As sole consideration for the Consulting Agreement, the Company granted to Mr.

Mahamedi an option to purchase up to 2.0 million shares of Company common stock at an exercise price of the closing market price of the Company’s common stock on May 10, 2022 that will vest 33% on the first anniversary of the grant date and the remainder vesting monthly over the ensuing two years, provided that Mr.

Mahamedi continues to be engaged as a consultant on each such vesting date.

The options have a term of 5 years.

Review, Approval or Ratification of Transactions with Related Persons

8 unchanged sentences

Principal Accountant Fees and Services

Change in Registrant ’ s Certifying Accountant.

On May 7, 2024, by Liquidmetal Technologies, Inc.

(the “Company”) dismissed BF Borgers CPA PC as its independent registered public accounting firm effective May 3, 2024.

On May 8, 2024, following approval by the Board of Directors of the Company, the Company engaged M&K CPAs, PLLC (“M&K”) as the Company’s new independent registered public accounting firm for the Company’s fiscal year ended December 31, 2024.

On October 31, 2024, Liquidmetal Technologies, Inc.

(the “Company”) determined that M&K CPAs, PLLC (“M&K”) would no longer serve as the Company’s independent registered public accounting firm and would be dismissed effective as of October 31, 2024.

The decision to change independent registered public accounting firms was approved by the Board of Directors of the Company on October 31, 2024.

On October 31, 2024, the Board of the Company ratified the appointment of BCRG Group (“BCRG”) as its new independent registered public accounting firm to audit and review the Company’s financial statements.

Audit Fees for 2025 and 2024

5 unchanged sentences

All Other Fees

The following table summarizes the aggregate fees billed to us by BF Borgers CPA, PC, our previous auditor, for professional services during the year ended December 31, 2023:

(1) Audit Fees.

All Other Fees

(1) Audit Fees.

Fees for audit services billed in 2025 and 2024 consisted of:

39 unchanged sentences

(incorporated by reference from Exhibit 10.2 to the Form 8-K filed on March 14, 2016).

Standard Industrial/Commercial Multi-Tenant Lease – Net, dated January 23, 2020, between 20321 Valencia, LLC and MatterHackers, Inc.

(incorporated by reference from Exhibit 10.1 to the Form 8-K filed on January 29, 2020).

Business Development Agreement, dated January 31, 2020, between Liquidmetal Technologies, Inc.

and Eutectix, LLC.

(incorporated by reference from Exhibit 10.1 to the Form 8-K filed on February 5, 2020).

Shareholders Agreement, dated July 4, 2025, among Liquidmetal Asia Holdings Limited, Mr.

Chong Liu, and Hangzhou Feifeng Liquidmetal Co., Ltd.

(incorporated by reference from Exhibit 10.1 to the Form 8-K filed on July 4, 2025).

Manufacture Supply Agreement dated January 12, 2022, between Liquidmetal Technologies, Inc.

4 unchanged sentences

(incorporated by reference from Exhibit 10.32 to the Form 8-K filed on January 19, 2022).

Industrial/Commercial Multi-Tenant Lease dated March 26, 2025, between 20321 Valencia LLC (Lessor) and MatterHackers, Inc.

Insider Trading Policy

Change of Control Agreement, dated March 12, 2024 between Liquidmetal Technologies, Inc.

Tony Chung and Mr.

Isaac Bresnick

Subsidiaries of the Registrant

Consent of BCRG Group

64 unchanged sentences

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

/s/ BCRG Group

18 unchanged sentences

Patents and trademarks, net

Operating lease right-of-use asset

$ 29,114 $ 30,400

3 unchanged sentences

Accrued liabilities

Deferred revenue

Other current liabilities

Operating lease liability — current

Total current liabilities

Operating lease liability — noncurrent

Total liabilities

2 unchanged sentences

1,100,000,000 shares authorized;

917,285,149 and 917,285,149 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively

917,285,149 and 917,285,149 shares issued and outstanding at December 31, 2025 and 2024, respectively

18,179 18,179

23 unchanged sentences

Operating loss

( 3,313 ) ( 3,085 )

Other income (expense):

2 unchanged sentences

Loss from operations

( 1,511 ) ( 2,048 )

Net loss attributable to non-controlling interest

Net loss attributable to Liquidmetal Technologies shareholders

$ ( 1,510 ) $ ( 2,047 )

Per common share basic and diluted:

Net loss per common share attributable to Liquidmetal Technologies shareholders, basic and diluted

$ ( 0.00 ) $ ( 0.00 )

Number of weighted average shares - basic and diluted

917,285,149 917,285,149

The accompanying notes are an integral part of the consolidated financial statements.

4 unchanged sentences

Years ended December 31,

$ ( 1,511 ) $ ( 2,048 )

Other comprehensive income (loss), net of tax

Net unrealized gains (losses) on available-for-sale securities

Gain on foreign currency translation

Other comprehensive income (loss), net of tax

Comprehensive loss

( 1,594 ) ( 1,562 )

Comprehensive loss attributable to noncontrolling interests

Comprehensive loss attributable to Liquidmetal Technologies shareholders

$ ( 1,593 ) $ ( 1,561 )

The accompanying notes are an integral part of the consolidated financial statements.

3 unchanged sentences

(in thousands, except share and per share data)

Paid-in Capital

comprehensive

Non-controlling

Balance - December 31, 2024

- 917,285,149 $ 917 $ 18,179 $ 288,013 $ ( 274,696 ) $ ( 296 ) $ ( 78 ) $ 32,039

Stock-based compensation

- - - - 113 - - - 113

- - - - - ( 2,047 ) - ( 1 ) ( 2,048 )

Other comprehensive loss

- - - - - - 486 - 486

Foreign currency translation adjustment

Other comprehensive gain

Balance - December 31, 2025

- 917,285,149 $ 917 $ 18,179 $ 288,126 $ ( 276,743 ) $ 190 $ ( 79 ) $ 30,590

Balance - December 31, 2023

Stock-based compensation

- - - - 144 - - - 144

- - - - - ( 1,510 ) - ( 1 ) ( 1,511 )

Other comprehensive loss

- - - - - - ( 83 ) - ( 83 )

Balance - December 31, 2024

- 917,285,149 $ 917 $ 18,179 $ 288,270 $ ( 278,253 ) $ 107 $ ( 80 ) $ 29,140

The accompanying notes are an integral part of the consolidated financial statements.

10 unchanged sentences

( 102 ) ( 266 )

Unrealized investment gain (loss), net

Unrealized investment gain, net

Stock-based compensation

Gain on foreign currency translation

Changes in operating assets and liabilities:

1 unchanged sentence

Prepaid expenses and other current assets

( 808 ) ( 44 )

Other assets and liabilities

8 unchanged sentences

11,041 18,559

Purchase of property and equipment

Net cash provided by (used in) investing activities

13 unchanged sentences

Liquidmetal Technologies, Inc.

(the “Company”) is a materials technology company that works with manufacturing and commercial partners to develop and commercialize products made from proprietary amorphous alloys.

The Company’s family of alloys consists of a variety of bulk alloys and composites that utilize the advantages offered by amorphous alloys technology.

The Company designs, develops, and sells products and custom parts from bulk amorphous alloys to customers in a wide range of industries.

The Company also partners with third -party manufacturers and licensees to develop and commercialize Liquidmetal alloy products.

(the “Company”) is a materials technology and manufacturing company focused on the development and commercialization of products made from proprietary amorphous alloys and/or utilizing proprietary amorphous alloy manufacturing technologies.

In addition to developing the Company’s manufacturing facility through our subsidiary in China, the Company works with third -party manufacturing and commercial partners to develop and commercial products made from proprietary amorphous alloys.

Amorphous alloys are, in general, unique materials that are distinguished by their ability to retain a random atomic structure when they solidify, in contrast to the crystalline atomic structure that forms in other metals and alloys when they solidify.

61 unchanged sentences

The creditworthiness of customers is evaluated prior to signing a contract with the customer.

During 2024, there were four major customers, who together accounted for 91 % of our revenue.

During 2025, there were three major customers, who together accounted for 86 % of our revenue.

During 2024, there were four major customers, who together accounted for 91 % of our revenue.

As of December 31, 2025, one customer represented 60 %, or $ 55 , of the total outstanding trade accounts receivable.

As of December 31, 2023, two customers represented 96 %, or $ 178 , of the total outstanding trade accounts receivable.

As of December 31, 2024, one customer represented 83 %, or $ 74 , of the total outstanding trade accounts receivable.

In the future, we expect that a significant portion of our revenue may continue to be concentrated in a limited number of customers, even if our bulk alloys business grows.

56 unchanged sentences

If any of the assumptions used in the Black-Scholes model change significantly, share-based compensation expense may differ materially in the future from that recorded in the current period.

Operating Leases

The Company adopted FASB Accounting Standards Codification, or ASC, Topic 842, Leases (“ASC 842” ) which requires the recognition of the right-of-use assets and relating operating and finance lease liabilities on the balance sheet.

Under ASC 842, all leases are required to be recorded on the balance sheet and are classified as either operating leases or finance leases.

The lease classification affects the expense recognition in the income statement.

Operating lease charges are recorded entirely in operating expenses.

Finance lease charges are split, where amortization of the right-of-use asset is recorded in operating expenses and an implied interest component is recorded in interest expense.

Income taxes are provided under the asset and liability method as required by FASB ASC Topic 740, Accounting for Income Taxes .

8 unchanged sentences

Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.

Foreign Currency Translation

The Company has operations in China.

Accounting records in foreign operations are maintained in local currencies and remeasured to the US dollars during the consolidation.

Nonmonetary assets and liabilities are translated at historical rates, and monetary assets and liabilities are translated at exchange rates in effect at the end of the year.

Income statement accounts are translated at average rates for the year.

Gains or losses from remeasurement of foreign currency financial statements into the US dollars are included in current results of comprehensive income.

Recent Accounting Pronouncements.

5 unchanged sentences

SIGNIFICANT TRANSACTIONS

Hangzhou Feifeng Liquidmetal Co., Ltd.

Joint Venture

On July 4, 2025, Liquidmetal Asia Holdings Limited (“Liquidmetal Asia”), a Hong Kong based, wholly owned subsidiary of the Company, entered into a shareholders agreement with Mr.

Chong Liu, an individual investor to form a new joint venture company named Hangzhou Feifeng Liquidmetal Co.

Ltd., a limited liability company formed under the Peoples Republic of China (the “Joint Venture Company”).

The Joint Venture Company was formed for the principal purpose of developing a manufacturing facility in Hangzhou, China for the manufacture of amorphous metal products.

The Joint Venture Company will be owned 70 % by Liquidmetal Asia and 30 % by Mr.

Liu and will be capitalized with $ 6.0 million USD of initial capital, of which $ 4.2 million has been contributed by Liquidmetal Asia, and $ 1.8 million will be contributed by Mr.

Liu on or before May 25, 2028.

The Joint Venture Company will have full manufacturing capabilities in 2026.

Yihao Manufacturing Agreement

On January 12, 2022, the Company entered into a manufacturing agreement (“Manufacturing Agreement”) with Dongguan Yihao Metal Materials Technology Co.

(“Yihao”) to become the primary contract manufacturer of the Company’s products.

(“Yihao”) to become an outsourced contract manufacturer of the Company’s produc.

Under the Manufacturing Agreement, which has a term of five years, Yihao has agreed to serve as a non-exclusive contract manufacturer for amorphous alloy parts offered and sold by the Company at prices determined on a “cost-plus” basis.

4 unchanged sentences

The purchase price for the Facility was $ 7,818 .

On January 23, 2020, 20321 Valencia, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, entered into a lease agreement (the “Facility Lease”) pursuant to which the Company leased to MatterHackers, Inc., a Delaware corporation (“Tenant”), an approximately 32,534 square foot portion of the Facility.

The lease term is for 5 years and 2 months and is scheduled to expire on April 30, 2025.

On January 23, 2020, 20321 Valencia, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, entered into a lease agreement pursuant to which the Company leased to MatterHackers, Inc., a Delaware corporation (“Tenant”), an approximately 32,534 square foot portion of the Facility.

The lease term was for 5 years and 2 months and expired on April 30, 2025.

The base rent payable under the lease was $ 32,534 per month initially and was subject to periodic increases up to a maximum of approximately $ 54,000 per month.

Tenant paid approximately 79 % of common operating expenses.

On March 26, 2025, the Company entered into a new lease agreement (the “Facility Lease”) for a 5 year term commencing on May 1, 2025 and expanded the leased square footage to 40,090 square feet.

The base rent payable under the Facility Lease is $ 51,716 per month initially and is subject to periodic increases up to a maximum of approximately $ 58,000 per month.

Tenant will pay approximately 79 % of common operating expresses.

The Facility Lease has other customary provisions, including provisions relating to default and usage restrictions.

The Facility Lease grants to Tenant a right to extend the lease for one additional 60 -month period at market rental value.

Tenant will pay approximately 98 % of building operating expenses.

The Facility Lease grants the Company or Tenant the right to terminate the Facility Lease after two and a half years into the lease term and has other customary provisions, including provisions relating to default and usage restrictions.

2016 Purchase Agreement

3 unchanged sentences

On October 10, 2024, the Investor sold 179,787,888 to various buyers leaving 225,212,112 shares of our common stock owned by the Investor as of December 31, 2025.

In addition to the shares issuable under the 2016 Purchase Agreement, the Company issued to the Investor a warrant to acquire 10,066,809 shares of common stock (of which the right to exercise 2,609,913 of the warrant shares vested on March 10, 2016 and the right to exercise the remaining 7,456,896 warrant shares vested on October 26, 2016 at an exercise price of $ 0.07 per share).

The warrant will expire on the tenth anniversary of its issuance date.

In addition to the shares issuable under the 2016 Purchase Agreement, the Company issued to the Investor a warrant to acquire 10,066,809 shares of common stock.

The warrant expired March 10, 2026.

Eontec License Agreement

40 unchanged sentences

3,062 2,820 3,121 2,841

Certificates of deposit

12,316 16,235 12,523 16,330

8 unchanged sentences

$ 16,330 $ 14,390

20,233 11,340

Sales at cost

19 unchanged sentences

Prepaid expenses and other current assets consisted of the following:

Prepaid service invoices

Prepaid equipment and service invoices

Prepaid insurance premiums

1 unchanged sentence

Interest and other receivables

$ 1,302 $ 494

Inventories consisted of the following:

30 unchanged sentences

Utility deposits

Prepaid lease costs and receivables- long term

ACCRUED LIABILITIES

30 unchanged sentences

The following table summarizes the Company’s stock option transactions:

(in thousands)

Options outstanding at December 31, 2023

1 unchanged sentence

9,250,000 0.05

( 191,667 ) 014

Options outstanding at December 31, 2024

2 unchanged sentences

( 166,675 ) 0.05

( 693,825 ) 0.14

Options outstanding at December 31, 2025

9 unchanged sentences

Weighted average grant date fair value per option granted

$ 0.04 $ 0.03

Fair value of options vested

6 unchanged sentences

Exercise Prices

Weighted Average

Remaining Contractual

5 unchanged sentences

40,294,167 21,468,978

$0.23 - $0.345

2,716,667 1.79 $ 0.25 2,716,667 1.79 $ 0.25

$0.38 - $0.57

175,000 1.60 $ 0.38 175,000 1.60 $ 0.38

26,584,667 17,056,875

December 31, 2023

Options Outstanding

Options Exercisable

Weighted Average

Remaining Contractual

Exercise Price

Weighted Average

Exercise Prices

Remaining Contractual

Exercise Price

$0.05 - $ 0.08 17,497,500 7.68 $ 0.06 8,247,500 5.97 $ 0.07

4 unchanged sentences

26,584,667 17,056,875

$0.38 - $0.57

175,000 2.17 $ 0.38 100,000 3.80 $ 0.38

17,526,334 15,568,470

The Company’s non-vested options at the beginning and ending of fiscal year 2025 had weighted-average grant-date fair values of $ 0.09 and $ 0.07 per option, respectively.

4 unchanged sentences

The future minimum rents due to the Company under the Facility Lease are as follows:

OPERATING LEASE

On July 4, 2025, the Company entered into a non-cancelable facility lease commencing and expiring on July 3, 2028, for approximately 6,600 square meters of industrial space in Hangzhou, China.

The lease term is 36 months and includes a three -month rent-free period from July 4, 2025 through October 3, 2025, during which only property management fees and utilities are payable.

Base rent is $ 29 per month.

The lease is denominated in Renminbi (“RMB” or “yuan”), and the lease liability and right-of-use asset are initially measured in RMB and translated into U.S.

dollars for consolidated financial reporting purposes in accordance with ASC830.

In accordance with ASC 842, the components of lease expense were as follows:

For the years ended December 31,

Operating lease expense

Total lease expense

In accordance with ASC 842, other information related to leases was as follows:

For the years ended December 31,

Operating cash flows from operating leases

Cash paid for amounts included in the measurement of lease liabilities

In accordance with ASC 842, the components of lease expense were as follows:

Total undiscounted cash flows

Reconciliation of lease liabilities:

Weighted-average remaining lease terms (years)

Weighted-average discount rate

Present values

Lease liabilities—current

Lease liabilities—long-term

Lease liabilities—total

Difference between undiscounted and discounted cash flows

Income tax (benefit) expense consists of the following:

$ ( 525 ) $ ( 32,846 ) $ 33,371 $ -

( 227 ) ( 10,683 ) 10,910 -

$ ( 752 ) $ ( 43,529 ) $ 44,281 $ -

$ ( 334 ) $ ( 33,008 ) $ 33,342 $ -

( 145 ) ( 10,405 ) 10,550 -

$ ( 479 ) $ ( 43,413 ) $ 43,892 $ -

Significant components of deferred tax assets are as follows:

3 unchanged sentences

Tax credits and other

( 12 ) ( 12 )

Total deferred tax asset

$ 44,281 $ 43,892

Valuation allowance

9 unchanged sentences

Permanent items

- 0.0 % - 0.0 %

Net operating loss utilized or expired

- 0.0 % - 0.0 %

Increase in valuation allowance and others

1 unchanged sentence

Effective tax rate

$ - 0.0 % $ - 0.0 %

As of December 31, 2025, the Company had approximately $ 151,161 of NOL carryforwards for U.S.

27 unchanged sentences

Accumulated other comprehensive income, net of tax, as of December 31, 2023

Other comprehensive – unrealized gain on investments

Accumulated other comprehensive income, net of tax, as of December 31, 2023

Other comprehensive – unrealized loss on investments

Accumulated other comprehensive income, net of tax, as of December 31, 2024

Other comprehensive – unrealized gain on investments

Other comprehensive – gain on foreign currency translation

Accumulated other comprehensive loss, net of tax, as of December 31, 2025

15 unchanged sentences

As of December 31, 2025 and 2024, the Company has outstanding payables to Eontec, and their affiliates of $ 47 and $ 70 , respectively.