What changed in this filing

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Item 1A. Risk Factors

2026-03-31 compared with 2025-03-31 · 92 added, 131 removed, 758 unchanged (23% of the section changed)

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and its subsidiaries, including Nuvve Corporation, for periods after the Business Combination.

Risk Factor Summary

Below is a summary of the principal factors that may affect our business, financial condition, and results of operations.

This summary does not address all of the risks that we face.

Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below and should be carefully considered, together with other information in this Form 10-K and our other filings with the SEC.

• the fact that we conduct a portion of our operations through subsidiaries and entities in which we may not have 100% ownership interest exposes us to risks and uncertainties;

• our early stage of development, our history of net losses, and our expectation for losses to continue in the future;

• our ability to manage growth effectively;

• our reliance on charging station manufacturing and other partners;

• existing and future competition in the EV charging market;

• risks associated with installation of charging stations;

• our ability to increase sales of our products and services, especially to fleet operators;

• our participation in the energy markets;

• the interconnection of charging infrastructure being aggregated and controlled by our GIVe platform to the electrical grid;

• required payments under the agreement pursuant which we acquired certain of our key patents;

• our international operations, including related tax, compliance, market and other risks;

• our ability to attract and retain key employees and hire qualified management, technical and vehicle engineering personnel;

• limited experience of our management in operating a public company;

• the improvement of technologies that affect the demand for EVs;

• changes to fuel economy standards;

• the rate of adoption of EVs;

• the availability of rebates, tax credits and other financial incentives;

• the rate of technological change in the industry;

• the accuracy of market opportunity and market growth forecasts;

Technology, Intellectual Property and Infrastructure

• our ability to protect our intellectual property rights;

• our ability to obtain patents;

• our use of third-party software;

• our use of open source software;

• the possibility we will become subject to infringement claims;

• our investment in research and development;

• the existence of undetected defects, errors or bugs in charging stations hardware or software;

• interruptions, delays in service or inability to increase capacity at third-party data center facilities;

• the occurrence of cyber security breaches including computer malware, viruses, ransomware, hacking or phishing attacks or similar disruptions;

• the renewal of customer service contracts;

• our ability to offer high-quality support to customers;

• our reliance on a limited number of customers;

• our ability to expand our sales and marketing capabilities;

• our ability to leverage customer data in our research and development operations;

Financial, Tax and Accounting Matters

• the fact that certain of our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results;

• our ability to raise additional funds when needed;

• the effective allocation of our cash and cash equivalents;

• fluctuations in our quarterly operating results;

• the effect of tax laws and regulations generally, and changes to such laws and regulations;

• the effect of any changes in U.S.

• the expense and administrative burden of being a public company;

• our ability to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act;

Legal and Regulatory Matters

• electric utility statutes and regulations and changes to such statutes or regulations;

• privacy concerns and laws;

• accounting, legal and regulatory requirements for public companies;

• anticorruption and anti-money laundering laws, including the Foreign Corrupt Practices Act (“FCPA”);

• laws relating to employment;

• existing and future environmental, health and safety laws and regulations;

Ownership of Our Securities

• our ability to maintain compliance with the Nasdaq Stock Market’s listing requirements;

• future sales of a substantial number of shares of our Common Stock in the public market;

• our ability to issue common and preferred stock without further stockholder approval;

• the absence of cash dividends in the future;

• volatility in the trading price of our securities;

• analyst coverage of our securities;

• anti-takeover provisions in our governing documents;

• the exclusive forum selection clause in our governing documents.

Risks Related to Our Business

Conducting a portion of our operations through joint ventures and other subsidiaries and entities in which we may not have 100% ownership interest exposes us to risks and uncertainties, many of which are outside of our control.

We currently operate parts of our business through joint ventures and other entities in which we may not have 100% ownership interest, such as Dreev and Deep Impact, and we may enter into additional joint ventures and strategic alliances in the future.

We currently operate parts of our business through joint ventures and other entities in which we may not have 100% ownership interest, and we may enter into additional joint ventures and strategic alliances in the future.

Joint ventures and minority investment inherently involve a lesser degree of control over business operations, thereby potentially increasing the financial, legal, operational and/or compliance risks associated with the joint venture or minority investment.

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If there is a change in ownership, a change of control, a change in management or management philosophy, a change in business strategy or another event with respect to a member of a venture and strategic alliance that adversely impacts the relationship between the venture and strategic alliance members, it could adversely impact that venture and strategic alliance.

If our partners are unable or unwilling to invest in the joint ventures and strategic alliances in the manner that is anticipated or otherwise fail to meet their contractual obligations, the joint ventures and strategic alliances may be unable to adequately perform and conduct their respective operations, or may require us to provide, or make other arrangements for additional financing for the joint ventures and strategic alliances.

perform and conduct their respective operations, or may require us to provide, or make other arrangements for additional financing for the joint ventures and strategic alliances.

Such financing may not be available on favorable terms, or at all.

Joint venture or strategic alliance partners, controlling shareholders, management or other persons or entities who control them may have economic or business interests, strategies or goals that are inconsistent with ours.

Business decisions or other actions or omissions of the joint venture partners, controlling shareholders, management or other persons or entities who control them may adversely affect the value of our investment, result in litigation or regulatory action against us and otherwise damage our reputation and brand.

Joint venture or strategic alliance partners, controlling stockholders, management or other persons or entities who control them may have economic or business interests, strategies or goals that are inconsistent with ours.

Business decisions or other actions or omissions of the joint venture partners, controlling stockholders, management or other persons or entities who control them may adversely affect the value of our investment, result in litigation or regulatory action against us and otherwise damage our reputation and brand.

For example, even where we control a joint venture and strategic alliance, the other members in our venture and strategic alliance may exercise veto rights to block actions that we believe to be in our best interests and may take action contrary to our objectives with respect to the venture and strategic alliance.

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Further, we expect to incur significant costs in the future, in particular research and development and commercialization costs related to our GIVe platform.

As we operate in the highly competitive EV charging equipment and service market based in part on the quality of technology, we are under pressure to incur research and development and other expenses with a potential negative impact on our short-term profitability.

As we operate in the highly competitive EV charging equipment and service market based in part on the quality of our technology, we are under pressure to incur research and development and other expenses with a potential negative impact on our short-term profitability.

Historically, we have been able to raise funds primarily through issuances of equity and convertible notes to support our business operations, although there can be no assurance we will be successful in raising funds in the future, on satisfactory terms or at all.

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The EV charging market as a whole is relatively new and competition is still developing.

We primarily compete with charge point operator EV charge management platforms providing fleet charging services without sophisticated bi-directional capabilities, such as ChargePoint, Mobility House, EnelX, Fermata Energy, Blink and Ovo Energy.

We expect this market to become increasingly competitive as new entrants enter the growing market.

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Decreases in the retail prices of electricity from the utility grid would make it more difficult for our solutions to compete.

In particular, growth in unconventional natural gas production and an increase in global liquefied natural gas capacity

may keep natural gas prices relatively low for the foreseeable future.

In particular, growth in unconventional natural gas production and an increase in global liquefied natural gas capacity may keep natural gas prices relatively low for the foreseeable future.

Persistent low natural gas prices, lower prices of electricity produced from other energy sources, such as nuclear power or coal-fired plants, or improvements to the utility infrastructure could reduce the retail price of electricity from the utility grid, making the purchase of our solutions less economically attractive and depressing sales of our products.

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For example, the California and Hawaii Public Utilities Commissions requires the activation of some advanced inverter functionality to head off presumed grid reliability issues, which may require more expensive equipment and more oversight of the physical connection to the electrical grid over time.

As a result, these regulations may hamper our ability to sell our offerings in certain markets and increase our costs, adversely affecting our business, operating results, financial condition and prospects.

result, these regulations may hamper our ability to sell our offerings in certain markets and increase our costs, adversely affecting our business, operating results, financial condition and prospects.

Pursuant to the agreement under which we acquired certain of our key patents, we may be required to make significant payments to one of our stockholders, which may reduce our cash flow and profits, and is subject to other risks.

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Under this IP Acquisition Agreement, upon achieving certain substantial commercialization milestones, we may be required to make up to $7,500,000 in royalty payments to the University of Delaware.

We also are required to pay the University of Delaware a minimum of $400,000 per year under a research agreement subject to achievement of certain milestones.

Pursuant to a research agreement with the University of Delaware, we are required to pay a minimum of $400,000 per year under a research agreement subject to achievement of certain milestones.

These payments will reduce our cash flow and profits.

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As a result of these risks, our current expansion efforts and any potential future international expansion efforts may not be successful.

Furthermore, as part of the formation of Dreev, the business venture with EDF, we agreed to assign to Dreev our rights to certain key patents and copyrights in France, the United Kingdom, Belgium, Italy and Germany.

We presently hold a 5% interest in Dreev.

The parties have certain put and call option rights under the agreements for the business venture, including a call option for each party upon a change in control of the other party.

We believe the business venture will accelerate our access to these European markets, and that EDF’s participation provides technology validation, brand recognition and financial resources.

However, if EDF exercises its rights to acquire our interest in Dreev, it may make it difficult for us to penetrate these European markets on our own.

While we anticipate that we will maintain or increase our stake in the business venture, there can be no assurance that we will be able to do so.

If we are unable to attract and retain key employees and hire qualified management, technical and vehicle engineering personnel, our ability to compete could be harmed.

Our success depends, in part, on our ability to retain key personnel.

We are highly dependent on Gregory Poilasne, our Chief Executive Officer, and Ted Smith, our President and Chief Operating Officer, and the other principal members of our management and engineering teams.

We are highly dependent on Gregory Poilasne, our Chief Executive Officer, and Ted Smith, our Chief Executive Officer of our New Mexico subsidiary entity, and the other principal members of our management and engineering teams.

Although we have formal employment agreements with select executive officers, these agreements do not prevent our executives from terminating their employment with us at any time.

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Other fuels or sources of energy may emerge as customers’ preferred alternative to our V2G platform.

For example, fuel which is abundant and relatively inexpensive in the United States, such as compressed natural gas or hydrogen, may emerge as preferred alternative to petroleum-based propulsion.

fuel which is abundant and relatively inexpensive in the United States, such as compressed natural gas or hydrogen, may emerge as preferred alternative to petroleum-based propulsion.

In addition, the EV fueling model is different than gas or other fuel models, requiring behavior change and education of consumers and others such as regulatory bodies.

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In addition, President Trump has paused billions of dollars in federal funding allocated toward EV charging infrastructure.

Also in 2025, the Trump Administration announced additional tariffs on goods from all countries pursuant to the International Emergency Economic Powers Act.

These tariffs were later found to have exceeded presidential authority and were invalidated by the Supreme Court on February 20, 2026.

Following such ruling, President Trump implemented a 150-day “global tariff” of 10% effective February 24, 2026, using presidential powers under the Trade Act of 1974, and indicated a desire to increase

such tariffs to 15% and to seek to extend such tariffs under other statutes.

The imposition of such tariffs may continue to strain international trade relations and increase the risk that foreign governments, such as Japan, implement retaliatory tariffs on goods imported from the United States.

In addition, the scope and durability of existing and future tariff measures remain uncertain.

We also intend to derive future revenues from regulatory credits.

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Some foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States.

Further, policing the unauthorized use of our

intellectual property in foreign jurisdictions may be difficult.

Further, policing the unauthorized use of our intellectual property in foreign jurisdictions may be difficult.

Therefore, our intellectual property rights may not be as strong or as easily enforced outside of the United States.

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Failure to obtain any such licenses or to develop a workaround could prevent us from commercializing products or services, and the prohibition of sale or the threat of the prohibition of sale of any of our products or services could materially affect our business and our ability to gain market acceptance for our products or services.

Social, ethical, and legal issues relating to the use of new and evolving technologies, such as artificial intelligence and machine learning, in our offerings may result in reputational harm and liability.

We are increasingly building artificial intelligence and machine learning into many of our offerings and utilize data gathered from various sources in our services to train our predictive analytics models.

Regulatory and policy focus on AI has intensified globally, with emerging frameworks in the U.S., EU, and U.K.

addressing transparency, bias mitigation, and ethical use of algorithms.

Compliance with these frameworks may require additional investment in research and development, governance controls, and auditing processes, diverting resources from other initiatives.

As with many cutting-edge innovations, artificial intelligence and machine learning present new risks and challenges, and existing laws and regulations may apply to us in new ways, the nature and extent of which are difficult to predict.

The continuous development, maintenance and operation of our predictive analytics models is [expensive and] complex, and may involve unforeseen difficulties including material performance problems, and undetected defects or errors with new machine-learning or other artificial intelligence capabilities.

Some of those difficulties could arise from undetected or uncorrected inaccuracies or unrepresentative tendencies in the data.

We may encounter technical obstacles, and it is possible that we may discover additional problems that prevent our predictive analytics models from operating properly.

If our AI-driven solutions fail to function as intended, we may experience extended processing times, or service disruptions, leading to client dissatisfaction and potential liability.

Furthermore, competitors or other third parties may adopt and integrate AI into their products and operations more rapidly or effectively than we do, potentially diminishing our competitive position and negatively impacting our operating results.

Additionally, public confidence in AI remains sensitive to ethical concerns.

Growing scrutiny over algorithmic fairness, privacy, and transparency could slow adoption of AI-based solutions and require us to implement additional safeguards, disclosures, and compliance measures.

Failure to adequately address these ethical, social, and legal issues that may arise with such use cases could negatively affect the adoption of our solutions and subject us to reputational harm, regulatory action, or legal liability, which may harm our financial condition and operating results.

Some of our products may contain open-source software, which may pose particular risks to its proprietary software, products and services in a manner that could harm its business.

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These claims could result in litigation and could require us to make its software source code freely available, purchase a costly license or cease offering the implicated products or services unless and until we can re-engineer them to avoid infringement, which may be a costly and time-consuming process, and we may not be able to complete the re-engineering process successfully.

Additionally, the use of certain open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties or controls on the origin of software.

origin of software.

There is typically no support available for open-source software, and we cannot ensure that the authors of such open-source software will implement or push updates to address security risks or will not abandon further development and maintenance.

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If we or our licensors fail in prosecuting or defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel which could have a material adverse effect on our competitive business position and prospects.

Such intellectual property rights could be awarded to a third party, and we could be required to obtain a

license from such third a party to commercialize our technology or products, which may not be available on commercially reasonable terms or at all.

Such intellectual property rights could be awarded to a third party, and we could be required to obtain a license from such third a party to commercialize our technology or products, which may not be available on commercially reasonable terms or at all.

Even if we are successful in prosecuting or defending against such claims, litigation could result in substantial costs and be a distraction to management.

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We may in the future experience service disruptions, outages, and other performance problems due to a variety of factors, including infrastructure changes, third-party service providers, human or software errors and capacity constraints.

services are unavailable when users attempt to access them, they may seek other services, which could reduce demand for our solutions from target customers.

If our services are unavailable when users attempt to access them, they may seek other services, which could reduce demand for our solutions from target customers.

We have processes and procedures in place designed to enable us to quickly recover from a disaster or catastrophe and continue business operations and has tested this capability under controlled circumstances.

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In the ordinary course of our business, we collect and store sensitive data, including, among other things, personally identifiable information about our employees, intellectual property, and proprietary business information.

We could be subject to risks caused by misappropriation, misuse, leakage, falsification or intentional or accidental release or loss of information maintained in our information systems and networks and those of our vendors, including personal information of our employees and clients, and company and vendor confidential data.

clients, and company and vendor confidential data.

If a material breach of our information technology systems or those of our vendors occurs, the market perception of the effectiveness of our security measures could be harmed and our reputation and credibility could be damaged.

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Customers may decide not to renew their contracts with a similar contract period, at the same prices or terms or with the same or a greater number of users, stations or level of functionality.

Customer retention may decline or fluctuate as a result of a number of factors, including satisfaction with software and features, functionality of the charging stations, prices, the features and pricing of competing products, reductions in spending levels, mergers and acquisitions involving customers and deteriorating general economic conditions.

Customer retention may decline or fluctuate as a result of a number of factors, including satisfaction with software and features, functionality of the charging

stations, prices, the features and pricing of competing products, reductions in spending levels, mergers and acquisitions involving customers and deteriorating general economic conditions.

If customers do not renew their contracts, if they renew on less favorable terms, or if they fail to add products or services, our business and operating results will be adversely affected.

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We depend on a limited number of customers for a significant portion of our revenue.

For the years ended December 31, 2024 and 2023, three customers accounted for 33.2%, and three customer accounted for 30.3% of our total revenue, respectively.

For the years ended December 31, 2025 and 2024, two customers accounted for 20.3%, and three customer accounted for 33.2% of our total revenue, respectively.

The loss of these customers could have a significant impact on our revenues and harm our business, results of operations and cash flows.

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Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations.

As a result of the recurring fair value measurement, our consolidated financial position and results of operations may fluctuate quarterly, based on factors, which are outside of our control.

As a result of the recurring fair value measurement, our consolidated financial position and results of operations may fluctuate quarterly, based on

factors, which are outside of our control.

Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material.

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GAAP, changes in the composition of earnings in countries with differing tax rates, changes in deferred tax assets and liabilities, or changes in tax laws.

Factors that could materially affect our future effective tax rates include, but are not limited to:

Factors that could materially affect our future

effective tax rates include, but are not limited to:

(a) changes in tax laws or the regulatory environment, (b) changes in accounting and tax standards or practices, (c) changes in the composition of operating income by tax jurisdiction and (d) our operating results before taxes.

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federal net operating loss carryforwards generated in taxable periods beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such net operating loss carryforwards in taxable years beginning after December 31, 2020 is limited to 80% of taxable income.

It is possible that we

will not generate taxable income in time to utilize the net operating loss carryforwards prior to their expiration.

It is possible that we will not generate taxable income in time to utilize the net operating loss carryforwards prior to their expiration.

In addition, net operating loss carryforwards and certain tax credits may be subject to significant limitations under Section 382 and Section 383 of the Code, respectively, and similar provisions of state law.

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We have not conducted a study to assess whether an “ownership change” has occurred since inception.

If we have experienced an “ownership change,” as defined by Section 382 of the Code, at any time since inception, utilization of the net operating loss carryforwards or research and development tax credit carryforwards would be subject to an annual limitation under Section 382 of the Code, which is determined by first multiplying the value of our stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then could be subject to additional adjustments, as required.

If we have experienced an “ownership change,” as defined by Section 382 of the Code, at any time since inception, utilization of the net operating loss

carryforwards or research and development tax credit carryforwards would be subject to an annual limitation under Section 382 of the Code, which is determined by first multiplying the value of our stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then could be subject to additional adjustments, as required.

Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development tax credit carryforwards before utilization.

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Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

We qualify as an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make our securities less

attractive to investors and may make it more difficult to compare our performance to the performance of other public companies.

We qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act.

As such, we will be eligible for and intend to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, for as long as we continue to be an emerging growth company, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.23 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we have issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of equity securities in our initial public offering consummated on February 19, 2020.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as it is an emerging growth company.

An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We have elected not to opt out of such extended transition period and, therefore, we may not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Investors may find our securities less attractive because we will rely on these exemptions, which may result in a less active trading market for our common stock and our warrants issued pursuant to the warrant agreement, dated as of February 13, 2020 and amended as of March 19, 2021, by and between us and Continental Stock Transfer & Trust Company (the "pre-merger warrants"), and the price of such securities may be more volatile.

Our failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act could have a material adverse effect on our business.

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Actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems.

For example, on March 10, 2023, Silicon Valley Bank, or SVB, was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation, or the FDIC, as receiver.

the FDIC, as receiver.

Similarly, on March 12, 2023, Signature Bank and Silvergate Capital Corp.

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Although the U.S.

Department of Treasury, FDIC and Federal

Reserve Board have announced a program to provide up to $25 billion of loans to financial institutions secured by certain of such government securities held by financial institutions to mitigate the risk of potential losses on the sale of such instruments, widespread demands for customer withdrawals or other liquidity needs of financial institutions for immediately liquidity may exceed the capacity of such program.

Department of Treasury, FDIC and Federal Reserve Board have announced a program to provide up to $25 billion of loans to financial institutions secured by certain of such government securities held by financial institutions to mitigate the risk of potential losses on the sale of such instruments, widespread demands for customer withdrawals or other liquidity needs of financial institutions for immediately liquidity may exceed the capacity of such program.

There is no guarantee that the U.S.

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trade and result in the adoption of tariffs by other countries as well, leading to a global trade war.

For example, in 2025, the Trump Administration announced additional tariffs on goods from all countries pursuant to the International Emergency Economic Powers Act.

These tariffs were later found to have exceeded presidential authority and were invalidated by the Supreme Court on February 20, 2026.

In addition, the scope and durability of existing and future tariff measures remain uncertain.

More specifically, the U.S.

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We are subject to significant accounting, legal and regulatory requirements, including requirements and rules under the Sarbanes-Oxley Act, or SOX, and the Dodd-Frank Wall Street Reform and Consumer Protection Act, or Dodd-Frank, among other rules and regulations implemented by the SEC, as well as listing requirements of the Nasdaq Stock Market, or Nasdaq.

We incur significant accounting, legal and other expenses and must invest substantial time and resources to comply with public company reporting and compliance requirements, including costs to ensure we have adequate internal controls over accounting and financial reporting, proper documentation and testing procedures among other requirements.

and financial reporting, proper documentation and testing procedures among other requirements.

We cannot be certain that the actions we have taken to implement internal controls over financial reporting will be sufficient.

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We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as discussed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included elsewhere in this Annual Report on Form 10-K and in our consolidated financial statements included herein.

The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities and equity, and the amount

of revenue and expenses that are not readily apparent from other sources.

The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities and equity, and the amount of revenue and expenses that are not readily apparent from other sources.

Significant assumptions and estimates used in preparing our consolidated financial statements include those related to revenue recognition, allowance for doubtful accounts, inventory reserves, impairment of indefinite-lived and long-lived assets, product warranty, valuation allowances for deferred tax assets, valuation of common stock warrants, and share-based compensation.

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These laws may require us or others in our value chain to obtain permits and comply with procedures that impose various restrictions and obligations that may have material effects on our operations.

If key permits and approvals cannot be obtained on acceptable terms, or if other operational requirements cannot be met in a manner satisfactory for our operations or on a timeline that meets our commercial obligations, it may adversely impact our business.

If key permits and approvals cannot be obtained on acceptable terms, or if other

operational requirements cannot be met in a manner satisfactory for our operations or on a timeline that meets our commercial obligations, it may adversely impact our business.

Environmental and health and safety laws and regulations can be complex and may be subject to change, such as through new requirements enacted at the supranational, national, sub-national, and/or local level or new or modified regulations that may be implemented under existing law.

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Our common stock is currently listed on the Nasdaq Capital Market and is therefore subject to the continued listing requirements of the Nasdaq Capital Market, including requirements with respect to the market value of publicly held shares, market value of listed shares, minimum bid price per share, and minimum stockholder’s equity, among others, and requirements relating to board and committee independence.

On March 27, 2024, we received written notice from the Listing Qualifications Department of The Nasdaq Stock Market notifying us that, for the preceding 30 consecutive business days, the bid price of the Company’s common stock had closed below the minimum $1.00 per share requirement for continued inclusion under Nasdaq Marketplace Rule 5550(a)(2) (the “Bid Price Rule”).

On May 22, 2024, we received written notice from the Listing Qualifications Department of Nasdaq notifying us that we are not currently in compliance with the requirement of maintaining stockholders’ equity of at least $2,500,000 for continued inclusion on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(b)(1) (the “Stockholders’ Equity Rule”).

As November 30, 2024, we have regained compliance with both the Bid Price Rule and the Stockholders’ Equity Rule.

However, there can be no assurance that we will maintain compliance with any of the listing requirements.

On April 7, 2025, we received written notice from the Listing Qualifications Department of Nasdaq notifying us that we are not currently in compliance with the requirement of maintaining stockholders’ equity of at least $2,500,000 for continued inclusion on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(b)(1) (the “Stockholders’ Equity Rule”).

On September 3, 2025, we received written notice (the “September Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market notifying us that, for the preceding 30 consecutive business days, the bid price of the Company’s common stock had closed below the minimum $1.00 per share requirement for continued inclusion under Nasdaq Marketplace Rule 5550(a)(2) (the “Bid Price Rule”).

Further, the September Notice stated that, pursuant to Listing Rule 5810(c)(3)(A)(iv), we were not eligible for any compliance period specified in Rule 5810(c)(3)(A) due to the fact that we had effected a reverse stock split over the prior one-year period and had effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one.

The September Notice also stated that since we remained noncompliant with the Stockholders’ Equity Rule, such noncompliance with the Stockholders’ Equity Rule served as an additional and separate basis for delisting.

On September 3, 2025, the Company timely requested a hearing with the Nasdaq Hearings Panel, which request stayed any further suspension or delisting action by Nasdaq at least pending the ultimate conclusion of the hearing process.

On October 28, 2025, the Nasdaq Hearings Panel informed the Company that it had granted our requested extension to regain compliance by December 31, 2025, subject to certain conditions and requirements as a result of the hearing with the Nasdaq Hearings Panel.

On January 6, 2026, we received a letter from Nasdaq stating that the Nasdaq Hearings Panel had found us to be in compliance with the Stockholders’ Equity Rule and Bid Price Rule.

The letter also indicated that we are subject to a Mandatory Panel Monitor for a period of one year commencing on January 6, 2026.

If, within that one-year monitoring period, the Nasdaq Listing Qualifications Staff finds us to be out of compliance with the Stockholders’ Equity Rule, we will not be permitted additional time to regain compliance.

However, we will have an opportunity to request a new hearing with the Nasdaq Hearings Panel prior to our being delisted from Nasdaq.

However, there can be no assurance that we will maintain compliance with the Stockholders’ Equity Rule and Bid Price Rule or any of the Nasdaq continued listing requirements.

If we fail to satisfy one or more of these continued listing requirements, we may be delisted from the Nasdaq Capital Market.

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Sales of a substantial number of our securities in the public market could cause the price of our securities to fall.

At March 21, 2025 , we have 3,068,049 outstanding shares of common stock.

At March 21, 2025 , we had outstanding warrants to purchase 1,743,995 shares of our common stock, subject to adjustments to the number of shares underlying certain warrants as described therein.

In addition, at December 31, 2024, there were 6,659 shares issuable upon exercise of our outstanding stock options, which have a weighted average exercise price of approximately $3,874.89 per share and an average remaining life of approximatel y 6.68 yea rs, and 55,398 shares authorized and available for future issuance under the 2020 Equity Incentive Plan.

At March 23, 2026 , we had 5,311,904 outstanding shares of common stock, outstanding warrants to purchase 3,491,188 shares of our common stock, subject to adjustments to the number of shares underlying certain warrants as described therein and 6,000 sha res of common stock underlying our Series A convertible preferred stock, subject to adjustments to the number of shares underlying our Series A convertible preferred stock as described in our certificate of designation of preferences, rights and limitations of Series A convertible preferred stock filed with the Delaware Secretary of State on December 30, 2025.

In addition, as of December 31, 2025, there were 188,630 shares issuable upon exercise of our outstanding stock options, which have a weighted average exercise price of approximately $181.24 per share and an average remaining life of approximatel y 9.88 yea rs, and 134,241 shares authorized and available for future issuance under the 2020 Equity Incentive Plan.

Further, on March 6, 2026, the Company entered into a cooperation agreement (the “Cooperation Agreement”) between and among the Company, Oelion AB, a company organized under the laws of Sweden (“Oelion”), and OMNIA Group Holdings AG, a company organized under the laws of Switzerland (“Omnia”).

Concurrently with entry into the Cooperation Agreement the Company, Oelion and Omnia also entered into (i) a service agreement for engineering and managerial consulting services (the “Managerial Services Agreement”) and (ii) an aggregation service agreement for battery energy storage system (BESS) (the “Aggregation Service Agreement” and together with the Cooperation Agreement and the Managerial Services Agreement, the “Omnia Global Agreements”).

Pursuant to the Omnia Global Agreements we have agreed to issue, subject to the accomplishment of various contractual and operational milestones, 814,532 shares of common stock.

To the extent the above warrants or options are exercised, or we grant additional stock options or other stock-based awards under the 2020 Plan, additional shares of common stock may be issued, which will result in dilution to the holders of our common stock and increase the number of shares eligible for resale in the public market.

Sales of a substantial number of shares of common stock or pre-merger warrants in the public market or the perception that these sales might occur could depress the market price of the common stock and/or pre-merger warrants and could impair our ability to raise capital through the sale of additional equity securities.

We are unable to predict the effect that sales may have on the prevailing market price of our common stock and pre-merger warrants.

Future sales of our securities may affect the market price of our common stock and result in material dilution, including the anti-dilution protection in the notes and warrants issued in October and December 2024.

The issuance of shares of Common Stock or other securities in the future will dilute your percentage ownership interest and may also result in downward pressure on the price of our Common Stock.

In October and December 2024 we issued certain convertible notes and warrants that are subject to full ratchet anti-dilution protection for any issuances of Company securities (other than certain excluded issuances) at a price or effective price (as determined in accordance with the terms of the applicable notes and warrants) that is less than the then current conversion or exercise price of the warrants following the issuance date.

We are unable to predict the effect that sales may have on the prevailing market price of our common stock.

On March 19, 2026, our pre-merger warrants expired.

On March 25, 2026, Nasdaq filed a Form 25 noting that such warrants had ceased trading on the Nasdaq Stock Market.

Future sales of our securities may affect the market price of our common stock and result in material dilution, including the anti-dilution protection in the convertible preferred stock, notes and warrants issued during the year ended December 31, 2025.

The issuance of shares of our common stock or other securities in the future will dilute your percentage ownership interest and may also result in downward pressure on the price of our common stock.

During the year ended December 31, 2025, we issued certain convertible preferred stock, convertible notes and warrants that are subject to full ratchet anti-dilution protection for any issuances of Company securities (other than certain excluded issuances) at a price or effective price (as determined in accordance with the terms of the applicable preferred stock, notes and warrants) that is less than the then current conversion or exercise price of the warrants following the issuance date.

Upon such occurrence, the exercise price of the warrants will be reduced and there will be a proportionate adjustment to the number of shares underlying the warrants.

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Additionally, the terms of the outstanding notes restrict our ability to enter into certain transactions – such as at-the-market offering facilities and additional issuances of equity or debt securities – without the note holders’ prior written consent.

There can be no guarantees such approvals will be obtained in a timely manner by the

Company, if at all.

There can be no guarantees such approvals will be obtained in a timely manner by the Company, if at all.

As a result, we may be limited in the types of transactions we can pursue to raise future capital.

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Additionally, raising additional capital with new investors may be difficult as a result of the anti-dilution protections in such notes and warrants.

Sales of substantial amounts of common stock in the public market, or the perception that such sales could occur, could materially adversely affect the market price of the common stock and may make it more difficult for you to sell your securities at a time and price which you deem appropriate.

Our amended and restated certificate of incorporation grant our board the power to issue additional shares of common and preferred stock and to designate series of preferred stock, all without stockholder approval.

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There is no guarantee that our warrants will be in the money at the time they become exercisable, and they may expire worthless.

The exercise price for the pre-merger warrants is $4,600.00 per whole share.

The exercise price of our warrants may be greater than the current price our common shares.

There is no guarantee that our warrants will be in the money prior to their expiration, and as such, our warrants may expire worthless.

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If securities or industry analysts issue an adverse opinion regarding our common stock or do not publish research or reports about us, the price and trading volume of our securities could decline.

The trading market for our common stock and pre-merger warrants depends in part on the research and reports that equity research analysts publish about us and our business.

The trading market for our common stock and warrants depends in part on the research and reports that equity research analysts publish about us and our business.

We do not control these analysts or the content and opinions included in their reports.

Securities analysts may elect not to provide research coverage of our company and such lack of research coverage may adversely affect the market price of our common stock and pre-merger warrants.

The price of our common stock and pre-merger warrants could also decline if one or more equity research analysts downgrade their recommendations with respect to our common stock and pre-merger warrants, change their price targets, issue other unfavorable commentary or cease publishing reports about us.

Securities analysts may elect not to provide research coverage of our company and such lack of research coverage may adversely affect the market price of our common stock and warrants.

The price of our common stock and warrants could also decline if one or more equity research analysts downgrade their recommendations with respect to our common stock and warrants, change their price targets, issue other unfavorable commentary or cease publishing reports about us.

If one or more equity research analysts cease coverage of us, we could lose visibility in the market, which in turn could cause the price of our securities to decline.

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Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions be brought in the Court of Chancery in the State of Delaware or, if that court lacks subject matter jurisdiction, another federal or state court situated in the State of Delaware.

These provisions do not apply to suits brought to enforce any liability or duty created by the Securities Act, the Securities Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction.

jurisdiction.

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in the amended and restated certificate of incorporation.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors