What changed in this filing

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Item 1. Business

2026-03-30 compared with 2025-03-26 · 300 added, 312 removed, 129 unchanged (83% of the section changed)

We are an intellectual property asset management

Our principal operations include the acquisition, licensing and enforcement of intellectual property rights that are either owned

or controlled by us or one of our wholly-owned subsidiaries.

We currently own, control or manage twenty-two intellectual property portfolios

of which we are currently seeking or may seek monetization with respect to six, which principally consist of patent rights.

our intellectual property asset management activities and in the ordinary course of our business, it has been necessary for us or the

intellectual property owner who we represent to initiate, and it is likely to continue to be necessary to initiate, patent infringement

lawsuits and engage in patent infringement litigation in order to generate revenue.

We anticipate that our primary source of revenue will

come from the grant of licenses to use our intellectual property, including primarily licenses granted as part of the settlement of patent

infringement lawsuits.

Our principal operations include the acquisition, licensing and enforcement of intellectual property rights that are either

owned or controlled by us or one of our wholly-owned subsidiaries.

We currently own, control or manage twenty-four intellectual property

portfolios of which we are currently seeking or may seek monetization with respect to seven, which principally consist of patent rights.

As part of our intellectual property asset management activities and in the ordinary course of our business, it has been necessary for

us or the intellectual property owner who we represent to initiate, and it is likely to continue to be necessary to initiate, patent

infringement lawsuits and engage in patent infringement litigation in order to generate revenue.

We anticipate that our primary source

of revenue will come from the grant of licenses to use our intellectual property, including primarily licenses granted as part of the

settlement of patent infringement lawsuits.

Intellectual property monetization includes the

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In general, we seek to monetize the bundle of rights granted by

the patents through structured licensing and when necessary, enforcement of those rights through litigation, although to date all of our

patent license revenues have resulted from litigation.

To date all of our revenue from the licensing of our patents has resulted from

litigation commenced by us.

We intend to develop our business by acquiring

intellectual property rights, either in the form of ownership of or an exclusive license to the underlying intellectual property.

goal is to enter into agreements with inventors of innovative technologies for which there may be a significant market for products which

use or incorporate the intellectual property.

We seek to purchase all of, or interests in, intellectual property in exchange for cash,

securities of our company, the formation or a joint venture or separate subsidiary in which the owner has an equity interest, and/or interests

in the monetization of those assets.

Our revenue from this aspect of our business can be generated through licensing and, when necessary,

which is typically the case, litigation.

We engage in due diligence and a principled risk underwriting process to evaluate the merits

and potential value of any acquisition, partnership or joint venture.

We seek to structure the terms of our acquisitions in a manner that

will achieve the highest risk-adjusted returns possible, in the context of our financial condition.

In connection with the acquisition

of intellectual property portfolios, we have granted the party providing the financing an interest in any recovery we have with respect

to the intellectual property purchased with the financing, and we expect that we will have to continue to grant such interests until and

unless we have generated sufficient cash from licensing our intellectual property to enable us to acquire additional intellectual property

portfolios without outside financing.

However, we cannot assure you that we will ever generate sufficient revenues to enable us to purchase

additional intellectual property without third-party financing.

the patents through structured licensing and when necessary, enforcement of those rights through litigation, although to date all of

our patent license revenues have resulted from litigation.

To date all of our revenue from the licensing of our patents has resulted

from litigation commenced by us.

We intend to seek to develop our business by

acquiring intellectual property rights, either in the form of ownership of or an exclusive license to the underlying intellectual property.

Our goal is to enter into agreements with inventors or owners of innovative technologies for which we believe there may be a significant

market for products which use or incorporate the intellectual property.

We seek to purchase all of, or interests in, intellectual property

in exchange for cash, securities of our company, the formation or a joint venture or separate subsidiary in which the owner has an equity

interest, and/or interests in the monetization of those assets.

Our revenue from this aspect of our business can be generated through

licensing and, when necessary, which is typically the case, litigation.

We engage in due diligence and a principled risk underwriting

process to evaluate the merits and potential value of any acquisition, partnership or joint venture.

We seek to structure the terms of

our acquisitions in a manner that will achieve the highest risk-adjusted returns possible, in the context of our financial condition

which often results in a structure whereby either the seller or the financing source receives the first net proceeds from monetization

of the intellectual property.

Thus, in connection with the acquisition of intellectual property portfolios, we have granted the party

providing the financing an interest in any recovery we have with respect to the intellectual property purchased with the financing, and

we expect that we will have to continue to grant such interests until and unless we have generated sufficient cash from licensing our

intellectual property to enable us to acquire additional intellectual property portfolios without outside financing.

However, we cannot

assure you that we will ever generate sufficient revenues to enable us to purchase additional intellectual property without third-party

We employ a due diligence process before completing

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and other issues such as the effects of venue and other procedural issues.

If we require financing to acquire intellectual property, we

will have to satisfy our financing sources, which may be QF3, that we have the ability to monetize the intellectual property.

our financial position may affect our ability to conduct adequate due diligence with respect to intellectual property rights or to acquire

valuable intellectual property.

This due diligence effort is conducted by our chief executive officer, who is our only full-time employee.

It has been necessary to commence litigation in

order to obtain a recovery for past infringement of, or to license the use of, our intellectual property rights.

If we require financing to acquire intellectual property,

we will have to satisfy our financing sources, which may be QPRC Finance and QF3, that we have the ability to monetize the intellectual

However, our financial position may affect our ability to conduct adequate due diligence with respect to intellectual property

rights or to acquire valuable intellectual property.

This due diligence effort is conducted by our chief executive officer, who is our

only full-time employee.

It has been necessary to commence litigation

in order to obtain a recovery for past infringement of, or to license the use of, our intellectual property rights.

Intellectual property

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basis and cannot fund litigation ourselves, which, considering our financial position, is likely to be the case, we may enter into an

agreement with a third-party, which may be an independent third-party, such as QF3, to finance the cost of litigation.

In view of our

limited cash and our working capital deficiency, we are not able to institute any monetization program that may require litigation unless

we engage counsel on a fully contingent basis, or we obtain funding from third-party funding sources.

In these cases, counsel may be afforded

a greater participation in the recovery and the third-party that funds the litigation would be entitled to participate in any recovery.

Agreements with QF3

On March 12, 2023, we and our wholly-owned subsidiary,

Harbor Island Dynamic LLC (“Harbor”), entered into a series of agreements, all dated March 12, 2023, with QF3, a non-affiliated

party, including a prepaid forward purchase agreement (the “Purchase Agreement”), a security agreement (the “Security

Agreement”), a patent security agreement (the “Patent Security Agreement” together with the Security Agreement, the

Patent Security Agreement, and the Purchase Agreement, the “Investment Documents”).

The descriptions below and elsewhere in

this Form 10-K relating to our agreements with QF3 are summaries only and are qualified in their entirety by reference to those agreements

which are filed as exhibits to this Form 10-K.

(i) Pursuant to the Purchase Agreement,

QF3 agreed to make available to us a financing facility of:

(a) up to $4,334,000 for operating expenses;

(b) $3,300,000 to fund the cash

payment portion of the purchase of a patent portfolio from Tower Semiconductor Ltd.

and (c) up to an additional

$25,000,000 for the acquisition of mutually agreed patent rights that we intend to monetize.

In return we transferred to QF3 a right

to receive a portion of net proceeds generated from the monetization of those patents.

The terms of the Purchase Agreement are described

under “QF3 Purchase Agreement.”

(ii) On March 17, 2023, we used

$3,300,000 of proceeds from the QF3 financing as the cash payment portion of the purchase of a seven-patent portfolio (the “HID

Portfolio”) from Tower.

(iii) Pursuant to the Security Agreement,

our obligations under the Purchase Agreement with QF3 are secured by:

(a) the value of anything received from the monetization of the

intellectual property rights covered by the Security Agreement;

(b) the patents (as defined in the Security Agreement);

intangibles now or hereafter arising from or related to the foregoing (a) and (b);

and (d) proceeds (including, without limitation, cash

proceeds and insurance proceeds) and products of the foregoing (a)-(c).

(iv) Pursuant to the Patent Security

Agreement, we and Harbor granted QF3 a first priority continuing security interest in and lien upon Collateral covered by the Security

The Patent Security Agreement is the instrument that is filed with the United States Patent and Trademark Office and other

government agencies to perfect QF3’s security interest in the Collateral.

QF3 Purchase Agreement

Pursuant to the Purchase Agreement, QF3 agreed

agreement with a third-party, which may be an independent third-party, such as QPRC Finance or QF3, to finance the cost of litigation.

In view of our limited cash and our working capital deficiency, we are not able to institute any monetization program that may require

litigation unless we engage counsel on a fully contingent basis, or we obtain funding from third-party funding sources.

In these cases,

counsel may be afforded a greater participation in the recovery and the third-party that funds the litigation would be entitled to participate

in any recovery.

Agreements with QPRC Finance

On April 11, 2025, the Company and its newly-formed

wholly-owned subsidiary, MR Licensing LLC, a Texas limited liability company (“MR”), entered into a series of agreements,

all dated April 11, 2025, with QPRC Corporate Finance Alpha LLC and QPRC Corporate Finance Bravo LLC, both of which are not affiliated

with the Company and are related to QFL and QF3 and who are collectively referred to as “QPRC Finance.” The agreements are

(i) a prepaid forward purchase agreement (the “QPRC Finance Purchase Agreement”), (ii) a security agreement (the “QPRC

Finance Security Agreement”), (iii) a patent security agreement (the “QPRC Finance Patent Security Agreement”), (iv)

an intercreditor agreement and subordination agreement (the “Subordination Agreement”) among the Company, MR, other subsidiaries

of the Company and Intelligent Partners, (v) an irrevocable letter of instructions to Fabricant LLP, the law firm that is to represent

MR in the litigation relating to the monetization of the patents to be purchased with the proceeds of the financing from QPRC Finance

(the “Law Firm”) as to the disposition of any funds generated from the proceeds of the financing, (the “Letter of Instructions”),

(vi) a waterfall agreement among the Company, MR, QPRC Finance and the Law Firm as to allocation of proceeds of such monetization (the

“Waterfall Agreement” and, together with the QPRC Finance Purchase Agreement, the QPRC Finance Security Agreement, the QPRC

Finance Patent Security Agreement, the Subordination Agreement and the Letter of Instructions, the “QPRC Finance Investment Documents”).

On April 17, 2025, Intelligent Partners executed the Subordination Agreement.

Pursuant to the Purchase Agreement, QPRC Finance

agreed to make available to the Company a financing facility of:

(a) up to $3,000,000 for operating expenses, of which approximately

$1,500,000 has been drawn down as of December 31, 2025;

(b) up to $9,000,000 to fund the purchase by MR of certain patent assets from

Monterey Research LLC (“Monterey”) pursuant to the agreement between MR and Monterey (the “Monterey Agreement”)

and (c) up to $7,500,000 for patent enforcement costs, including legal fees subject to budget limitations to be agreed upon, of which

approximately $4,054,000 was drawn down during the year ended December 31, 2025.

In return, the Company transferred to QPRC Finance the

right to receive a portion of net proceeds generated from the monetization of those patents.

On April 18, 2025, MR took down $9,000,000 of

proceeds from the QPRC Finance financing to purchase the patent portfolio from Monterey, which consisted of more than 2,500 United States

patents, foreign patents and patent applications, pursuant to the Monterey Agreement.

These patents relate to data storage device security

and semiconductor circuitry.

The payment was made directly from QPRC Finance to Monterey in accordance with instructions from the Company

The Monterey Agreement provides that after MR has received an amount equal to 200% of the sum of the purchase price plus other

money deployed to the monetization of the assigned patents, the next $7,000,000 is paid to Monterey and thereafter Monterey is to receive

20% of net licensing revenues.

Pursuant to the Purchase Agreement, the Company

and MR transferred to QPRC Finance the right to receive a portion of net proceeds generated from the monetization of those patents covered

by the Security Agreement, during which time the Company and MR do not receive any portion of the net proceeds.

The Waterfall Agreement

sets forth the details of the order of payment.

Pursuant to the Waterfall Agreement, (i) 100% of the net proceeds is paid to QPRC Finance

until QPRC Finance has received its initial recovery amount;

(ii) 90% of the net proceeds are distributed to QPRC Finance and 10% to

the Company and MR until QPRC Finance has received an amount determined pursuant to the Purchase Agreement, and (iii) any net proceeds

remaining after the foregoing distributions are paid to the Company and MR and the Law Firm in accordance with the Waterfall Agreement,

in view of the plan to pay the Law Firm pursuant to a budget from the distribution allocated to patent enforcement costs.

Any contingent

payments due Monterey in addition to the $9,000,000 paid from the initial distribution from QPRC Finance shall be paid from the funds

paid to the Company and MR pursuant to the Waterfall Agreement.

Except in an Event of Default, as defined therein, all payment obligations

by the Company and MR to QPRC Finance pursuant to the Purchase Agreement are non-recourse and shall be paid only from net proceeds from

monetization, if any, of the patent rights owned or acquired by the Company or MR utilizing the QPRC Finance facility.

Agreements with QF3, QFL and Intelligent Partners

On March 12, 2023, we entered into a funding

agreement with QF3.

Pursuant to the QF3 Purchase Agreement, QF3 agreed

to make available to us a financing facility of:

(a) up to $4,334,000 for operating expenses;

(b) $3,300,000 to fund the cash payment

portion of the purchase of the HID Portfolio from Tower and (c) up to an additional $25,000,000 for the acquisition of mutually agreed

patent rights that we would intend to monetize.

In return we transferred to QF3 the right to receive a portion of net proceeds generated

from the monetization of those patents.

After QF3 has received a negotiated rate of return (as defined in the Purchase Agreement), we

and QF3 shall share net proceeds equally until QF3 shall have achieved its Investment Return (as defined therein).

Thereafter, we shall

retain 100% of all net proceeds.

Except in an Event of Default, as defined therein, all payments by us to QF3 pursuant to the Purchase

Agreement are non-recourse and shall be paid only if and after net proceeds from monetization of the patent rights owned or acquire by

us are received or are to be received.

Events of Default include any breach of the Investment

Documents, including non-payment, material misrepresentation, security interest compromise, criminal indictment or felony conviction of

one of our officers or directors, our current chief executive no longer serving as our chief executive or as a director, the occurrence

of any Event of Default under the Restructure Agreement with Intelligent Partners, as defined therein, and our insolvency.

to all rights and remedies available under law and the Investment Documents, upon and Event of Default, QF3 may:

(i) declare the Investment

Return immediately due and payable, (ii) except in the event of our insolvency, declare an amount equal to the aggregate amount of the

capital provided pursuant to the Purchase Agreement, plus a late charge, immediately due and payable, or (iii) cease making capital available

Under the agreement, QF3 may terminate capital

advances other than in an Event of Default by giving written notice to us in which case QF3’s interest in Net Proceeds shall be

an amount equal to the greater of (i) the capital advanced to us plus interest at the prime rate, on the one hand, and (ii) Net Proceeds

received by QF3 prior to the date of such termination.

Grant of Security Interests

Pursuant to the Security Agreement and Patent

Security Agreement, payment of our obligations under the Purchase Agreement with QF3 are secured by (a) the value of anything received

from the monetization of the intellectual property rights covered by the Security Agreement;

(b) the patents (as defined in the Security

and (d) proceeds (including,

without limitation, cash proceeds and insurance proceeds) and products of the foregoing (a)-(c).

Intercreditor Agreement

In connection with the agreements with QF3, we,

Harbor, Quest Licensing Corporation (“QLC”), Quest NetTech Corporation (“NetTech”), Mariner IC Inc.

Semcon IP Inc.

(“Semcon”), IC Kinetics Inc.

(“IC”), CXT Systems Inc.

(“CXT”), M-Red Inc.

and Audio Messaging Inc.

(“AMI”), collectively, the “Subsidiary Guarantors”) entered into an intercreditor agreement

with QF3 and Intelligent Partners which provides for the priority of QF3 in the collateral under the Investment Documents.

Agreements with QFL and Intelligent Partners

(a) up to $25,000,000 for the acquisition of mutually agreed patent rights that we intend

to monetize, of which no amounts have been requested or received as of December 31, 2025;

(b) up to $4,334,000 for operating expenses,

of which the we have requested and received $4,334,000 as of December 31, 2025;

and (iii) $3,300,000 to fund the cash payment portion

of the purchase price of a patent portfolio acquired from Tower Semiconductor Ltd.

In return we transferred to

QF3 a right to receive a portion of net proceeds generated from the monetization of the Tower patents.

We used $3,300,000 proceeds from

the QF3 financing as the cash payment portion of the purchase price of a portfolio acquired from Tower.

Our obligations to QF3 are secured

by the proceeds from the patents acquired with QF3’s funding, the patents and all general intangibles now or hereafter arising

from or related to the foregoing and the proceeds and products of the foregoing.

On February 22, 2021, we entered into a funding

agreement with QFL which was amended and restated on May 2, 2024 and a restructure agreement with Intelligent Partners.

The descriptions

below and elsewhere in this Form 10-K relating to our agreements with QFL and Intelligent Partners are summaries only and are qualified

in their entirety by reference to those agreements which were filed as exhibits to this Form 10-K.

Pursuant to the Purchase Agreement with QFL, QFL

made available to us a total of $6,402,000, consisting of (a) $2,653,000 for the acquisition of mutually agreed patent rights that we

intended to monetize;

agreement with QFL and a restructure agreement with Intelligent Partners.

Pursuant to the Purchase Agreement with QFL,

QFL made available to us a total of $6,402,000, consisting of (a) $2,653,000 for the acquisition of mutually agreed patent rights that

we intended to monetize;

(b) $2,000,000 for operating expenses;

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the monetization of those patents.

On May 2, 2024 the funding agreement with QFL was amended and restated to terminate QFL’s funding

During the year ended December 31, 2024 we repaid the full outstanding principal balance of $1,525,502.

No further advances are to be made pursuant to the Purchase Agreement.

We also granted QFL a ten-year warrant to purchase a total of up

to 962,463 shares of our common stock, with an exercise price of $0.54 per share which may be exercised through February 18, 2031 on a

cash or cashless basis, subject to certain limitations on exercisability.

The warrant also contains certain minimum ownership percentage

antidilution rights pursuant to which the aggregate number of shares of common stock purchasable upon the initial exercise of the Warrant

shall not be less than 10% of the aggregate number of outstanding shares of our capital stock (determined on a fully diluted basis).

portion of any gain from sale of the shares, net of taxes and costs of exercise, realized prior to the completion of all monetization

activities shall be credited against the total return due to QFL pursuant to the Purchase Agreement.

We also agreed to take all commercially

reasonable steps necessary to regain compliance with the OTCQB eligibility standards as soon as practicable, but in no event later than

12 months from the closing date, and regained compliance on May 7, 2021.

We also granted QFL registration rights with respect to the common

stock issuable upon exercise of the warrants.

No further advances

are to be made pursuant to the Purchase Agreement.

In connection with the QFL Purchase Agreement, we also granted QFL a ten-year warrant

to purchase a total of up to 962,463 shares of our common stock, with an exercise price of $0.54 per share which may be exercised through

February 18, 2031 on a cash or cashless basis, subject to certain limitations on exercisability.

The warrant also contains certain minimum

ownership percentage antidilution rights pursuant to which the aggregate number of shares of common stock purchasable upon the initial

exercise of the Warrant shall not be less than 10% of the aggregate number of outstanding shares of our capital stock (determined on

a fully diluted basis).

A portion of any gain from sale of the shares, net of taxes and costs of exercise, realized prior to the completion

of all monetization activities shall be credited against the total return due to QFL pursuant to the Purchase Agreement.

We also agreed

to take all commercially reasonable steps necessary to regain compliance with the OTCQB eligibility standards as soon as practicable,

but in no event later than 12 months from the closing date, and we regained compliance on May 7, 2021.

We granted QFL registration rights

with respect to the common stock issuable upon exercise of the warrants.

We also granted QFL certain board observation rights.

Pursuant to the Purchase Agreement,

all of the net proceeds from the monetization of the intellectual property acquired with funds from QFL are paid directly to QFL.

QFL has received a negotiated rate of return, we and QFL share net proceeds equally until QFL achieves its investment return, as defined

in the agreement.

to the Purchase Agreement, all of the net proceeds from the monetization of the intellectual property acquired with funds from QFL are

paid directly to QFL.

After QFL has received a negotiated rate of return, we and QFL share net proceeds equally until QFL achieves its

investment return, as defined in the agreement.

Thereafter, we retain 100% of all net proceeds.

Except in an Event of Default, as defined therein, all payments by us

to QFL pursuant to the Purchase Agreement are non-recourse and shall be paid only if and after net proceeds from monetization of the patent

rights owned or acquire by us are received, or to be received.

Except in an Event of Default, as defined

therein, all payments by us to QFL pursuant to the Purchase Agreement are non-recourse and shall be paid only if and after net proceeds

from monetization of the patent rights owned or acquire by us are received, or to be received.

Contemporaneously with the execution of the agreements

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As part of the restructure of our agreements with Intelligent Partners, we amended the existing

monetization proceeds agreements (“MPAs”) and granted Intelligent Partners certain rights in the monetization proceeds from

any new intellectual property we acquire.

Under these MPAs, Intelligent Partners receives a 60% interest in the proceeds from our intellectual

property owned by the eight Subsidiary Guarantors.

Intelligent Partners also participates in the monetization proceeds from new intellectual

property that we acquire until the total payments under all the monetization participation agreements equal $2,805,000, as follows:

net proceeds between $0 and $1,000,000, Intelligent Partners receives 10% of the net proceeds realized from new patents, except that if,

in any calendar quarter, net proceeds realized by us exceed $1,000,000, Intelligent Partners’ entitlement for that quarter only

shall increase to 30% on the portion of net proceeds in excess of $1,000,000 but less than $3,000,000.

If in the same calendar quarter,

net proceeds exceed $3,000,000, Intelligent Partners’ entitlement for that quarter only shall increase to 50% on the portion of

net proceeds in excess of $3,000,000.

The payments with respect to the new patents terminate once total payments to Intelligent Partners

under all monetization participation agreements reach $2,805,000.

The payments to Intellectual Partners with respect new patents are payable

from the proceeds which are allocated to us under the QFL and QF3 agreements, which start after QFL and QF3 have received a negotiated

rate of return.

MPAs and granted Intelligent Partners certain rights in the monetization proceeds from any new intellectual property we acquire.

these MPAs, Intelligent Partners receives a 60% interest in the proceeds from our intellectual property owned by the eight Subsidiary

Intelligent Partners also participates in the monetization proceeds from new intellectual property that we acquire until

the total payments under all the monetization participation agreements equal $2,805,000, as follows:

for net proceeds between $0 and

$1,000,000, Intelligent Partners receives 10% of the net proceeds realized from new patents, except that if, in any calendar quarter,

net proceeds realized by us exceed $1,000,000, Intelligent Partners’ entitlement for that quarter only shall increase to 30% on

the portion of net proceeds in excess of $1,000,000 but less than $3,000,000.

If in the same calendar quarter, net proceeds exceed $3,000,000,

Intelligent Partners’ entitlement for that quarter only shall increase to 50% on the portion of net proceeds in excess of $3,000,000.

The payments with respect to the new patents terminate once total payments to Intelligent Partners under all monetization participation

agreements reach $2,805,000.

The payments to Intellectual Partners with respect new patents are payable from the proceeds which are allocated

to us under the QFL and QF3 agreements, which start after QFL and QF3 have received a negotiated rate of return.

In connection with

the restructure agreement with Intelligent Partners, we entered into a board observation rights agreement with Intelligent Partners.

On April 17, 2025, Intelligent Partners notified the Company that it plans to exercise its rights under the board observation rights

Our Organization

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1987 under the name Phase Out of America.

On September 21, 1997, we changed our name to Quest Products Corporation, and, on June 6, 2007, we

changed our name to Quest Patent Research Corporation.

On September 21, 1997, we changed our name to Quest Products Corporation, and, on June 6, 2007,

we changed our name to Quest Patent Research Corporation.

We have been engaged in the intellectual property monetization business since

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Our website is www.qprc.com.

Information contained on or derived from our website, or any other website or any social media does not constitute

a part of this annual report.

Information contained on or derived from our website, or any other website or any social media does not

constitute a part of this annual report.

Our Intellectual Property Portfolios

Intellectual Property Rights

We have twenty-two intellectual property portfolios

of which we are seeking to monetize the intellectual property rights of six portfolios.

We have twenty-four intellectual property portfolios

of which we are seeking to monetize the intellectual property rights of seven portfolios.

Our operating subsidiaries own or control the

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operating subsidiaries control or own.

The six portfolios which we are currently planning

The seven portfolios which we are currently planning

or seeking to monetize are described below.

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In July 2022, EDI acquired, via assignment from

Ioli Trust, all right title and interest to a portfolio of five United States patents and related applications relating to a

system and method for controlling vehicles and for providing assistance to operated vehicles (“EDI Portfolio”) for a purchase

Ioli Trust, all right title and interest to a portfolio of five United States patents and related applications relating to

a system and method for controlling vehicles and for providing assistance to operated vehicles (“EDI Portfolio”) for a purchase

price consisting of 50% of the net proceeds resulting from monetization of the EDI Portfolio.

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HID Portfolio

Acquired by Harbor in March 2023 from Tower, the

HID Portfolio consists of seven United States Patents which relate generally to the field of fabrication of semiconductor structures and

We requested and received a capital advance from QF3 in the amount of $3,300,000, which was used to make payment of the purchase

price pursuant to the terms of the purchase agreement.

Pursuant to the acquisition agreement, Tower is entitled to a portion of the net

proceeds, if any, from monetization of the HID Portfolio.

Acquired by Harbor in March 2023 from Tower,

the HID Portfolio consists of seven United States Patents which relate generally to the field of fabrication of semiconductor structures

and circuits.

We requested and received a capital advance from QF3 in the amount of $3,300,000, which was used to make payment of the

purchase price pursuant to the terms of the purchase agreement.

Pursuant to the acquisition agreement, Tower is entitled to a portion

of the net proceeds, if any, from monetization of the HID Portfolio.

Koyo Portfolio

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to the field of network security (the “Taasera Portfolio”).

In June 2021 seven patents were acquired via assignment from Taasera,

In June 2021 seven patents were acquired via assignment from

Taasera, Inc.

for the purchase price of $250,000.

In August 2021 acquired a portfolio of network security patents from Daedalus Blue LLC (“DBL”)

consisting of 22 United States patents and 2 foreign patents.

Original assignees of the patents acquired from DBL include International

Business Machines Corporation, Internet Security Systems, Inc.

In August 2021 acquired a portfolio of network security patents from Daedalus Blue

LLC (“DBL”) consisting of 22 United States patents and 2 foreign patents.

Original assignees of the patents acquired from

DBL include International Business Machines Corporation, Internet Security Systems, Inc.

and Fiberlink Communications Corporation (“Fiberlink”).

and Fiberlink were acquired by IBM in 2006 and 2013, respectively.

In September 2019, IBM divested over 500 United States patent assets,

as well as a number of foreign counterparts in Asia, Europe, and elsewhere, to Daedalus Group, and affiliate of DBL.

Pursuant to the acquisition

agreement, DBL is entitled to a portion of the net proceeds from monetization of the TLL portfolio.

In November 2021, TLL brought patent infringement

suits in the U.S.

District for the Eastern District of Texas against Trend Micro Incorporated.

In March 2022, Trend Micro, Inc.

a complaint against TLL in the U.S.

District for the Western District of Texas seeking declaratory judgement of non-infringement of the

patents in suit.

In February 2022, TLL brought patent infringement suits in the U.S.

District for the Eastern District of Texas against

Checkpoint Software Technologies Ltd.

and Palo Alto Networks, Inc.

In March 2022, TLL voluntarily dismissed, without prejudice, the action

against Palo Alto Networks, Inc.

In March 2022, Palo Alto Networks, Inc.

filed a complaint against TLL and the Company in the U.S.

for the Southern District of New York seeking declaratory judgement of non-infringement of the patents in suit.

In May 2022, Trend Micro

filed a motion with the Panel on Multidistrict Litigation seeking to have the pending actions consolidated into a centralized multidistrict

litigation for pretrial proceedings.

In August 2022, the Judicial Panel on Multidistrict Litigation consolidated all actions in the U.S.

District for the Eastern District of Texas.

In October 2022, TLL brought patent infringement suits in the U.S.

District for the Eastern

District of Texas against Fortinet, Inc., Crowdstrike, Inc.

et.al., and Musarubra US, LLC.

The actions against Trend Micro Incorporated,

Checkpoint Software Technologies Ltd, Palo Alto Networks, Inc.

and Crowdstrike, Inc.

were resolved in 2023 and our revenue for the year

ended December 31, 2023 includes revenue from the related settlements.

ISS and Fiberlink were acquired by IBM in 2006 and 2013, respectively.

In September 2019, IBM divested over 500 United States patent

assets, as well as a number of foreign counterparts in Asia, Europe, and elsewhere, to Daedalus Group, and affiliate of DBL.

to the acquisition agreement, DBL is entitled to a portion of the net proceeds from monetization of the TLL portfolio.

Multimodal Media Portfolio

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Under the agreement, MML retains an amount equal to the purchase

price plus any fees incurred out of net proceeds, as defined in the agreement, after which AI is entitled to a percentage of further net

proceeds realized, if any.

The Multimodal Media Portfolio was originally

developed by Kirusa, Inc., a communications software development company founded in 2001 by Inderpal Mumick together with other technocrats

with a dream of connecting people through the power of voice.

Heralded by the invention of Voice SMS, Kirusa, Inc.

was born with a vision

to revolutionize the experiences users derived from their mobile phones.

In November 2021, MML brought patent infringement

suits in the U.S.

District for the Eastern District of Texas against ZTE Corporation and Guangdong OPPO Mobile Telecommunications Corp.,

In November 2022, MML brought patent infringement suits in the U.S.

District for the Eastern District of Texas against Samsung Electronics

et al and TCL Technology Group Corporation et al.

The actions against ZTE Corporation and Guangdong OPPO Mobile Telecommunications

were resolved in 2023 and revenue for the year ended December 31, 2023 includes revenue from the related settlements.

actions against Samsung Electronics Co., Ltd.

etal were resolved in 2024 and revenue for the year ended December 31, 2024 includes revenue

from the related settlement.

price plus any fees incurred out of net proceeds, as defined in the agreement, after which AI is entitled to a percentage of further

net proceeds realized, if any.

Acquired by our wholly owned subsidiary, MR Licensing

LLC (“MR”), the MR portfolio consists of over 2,500 United States patents which generally relate to data storage device security

and semiconductor circuitry.

MR advanced $9,000,000 at closing pursuant to an agreement with Monterey Research LLC (“Monterey”).

Under the agreement, MR retains an amount equal to the purchase price plus any fees incurred out of net proceeds, as defined in the agreement,

after which Monterey is entitled to a percentage of further net proceeds realized, if any.

Other Portfolios

We also own 17 additional portfolios;

however, we do not anticipate

allocating any resources to the monetization of the intellectual property of these portfolios.

During 2024 and 2023, we generated revenue

from the portfolios described below.

Tyche Portfolio

The Tyche portfolio consists of two United States

patents and related assets relating generally to symmetric inducting devices incorporated in integrated circuits and in particular to

an integrated circuit having symmetric inducting device with a ground shield.

In May 2022, Tyche brought patent infringement

suits in the U.S.

District for the Eastern District of Texas against MediaTek Inc., Realtek Semiconductor Corporation, Texas Instruments

Incorporated, Infineon Technologies AG and STMicroelectronics NV et.

In May 2022, Tyche voluntarily dismissed, without prejudice,

the action against STMicroelectronics NV et .al.

In May 2022, STMicroelectronics, Inc.

filed an action for declaratory judgement of non-infringement

District for the Northern District of Texas, the action was dismissed without prejudice in July 2022.

In September 2022, the

action against Texas Instruments Incorporated was dismissed with prejudice.

The actions against MediaTek Inc.

and Infineon Technologies

AG were resolved in 2023 and revenue for the year ended December 31, 2023 includes revenue from the related settlement.

we do not anticipate allocating any resources to the monetization of the intellectual property of these portfolios.

During 2025 and 2024,

we generated revenue from the portfolios described below.

Deepwell Portfolio

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Certain other patents in the portfolio relate generally to method and system for conservatively

managing store capacity available to a processor issuing stores including but not limited to the utilization of a counter mechanism, whereas

the counter mechanism is incremented or decremented based on the occurrence of particular events.

In September 2023, Deepwell brought

a patent infringement suit in the U.S.

managing store capacity available to a processor issuing stores including but not limited to the utilization of a counter mechanism,

whereas the counter mechanism is incremented or decremented based on the occurrence of particular events.

In September 2023, Deepwell

brought a patent infringement suit in the U.S.

District for the Eastern District of Texas against MediaTek Inc.

The actions against MediaTek Inc.

The actions against MediaTek

were resolved in 2024 and revenue for the year ended December 31, 2024 includes revenue from the related settlement.

Soundstreak Portfolio

Acquired through our acquisition of all of the

issued and outstanding equity interests of Soundstreak Texas LLC (“STX”) in August 2021 for a purchase price consisting of

50% of the net proceeds resulting from monetization of the patent portfolio, this patent portfolio consists of three United States patents

and one pending patent application which generally relate to streaming data (including audio or video) while also storing higher quality

versions of the same data locally.

The patented technology has applications in the professional recording industry, digital audio/video

industries, the drone/remote capture industry, the teleconferencing industry, and more.

In August 2021, STX brought a patent infringement

Pending Litigation and Recent Settlements

In November 2021, TLL brought patent infringement

suits in the U.S.

District for the Eastern District of Texas against Trend Micro Incorporated.

In March 2022, Trend Micro, Inc.

a complaint against TLL in the U.S.

District for the Western District of Texas seeking declaratory judgement of non-infringement of the

patents subject to the litigation.

In February 2022, TLL brought patent infringement suits in the U.S.

District Court for the Eastern

District of Texas against Checkpoint Software Technologies Ltd.

and Palo Alto Networks, Inc.

In March 2022, TLL voluntarily dismissed,

without prejudice, the action against Palo Alto Networks, Inc.

In March 2022, Palo Alto Networks, Inc.

filed a complaint against TLL

and the Company in the U.S.

District for the Southern District of New York seeking declaratory judgement of non-infringement of the patents

In May 2022, Trend Micro Inc.

filed a motion with the Panel on Multidistrict Litigation seeking to have the pending actions

consolidated into a centralized multidistrict litigation for pretrial proceedings.

In August 2022, the Judicial Panel on Multidistrict

Litigation consolidated all actions in the U.S.

District for the Eastern District of Texas.

In October 2022, TLL brought patent infringement

suits in the U.S.

District for the Eastern District of Texas against Fortinet, Inc., Crowdstrike, Inc.

et.al., and Musarubra US, LLC.

The actions against Trend Micro Incorporated, Checkpoint Software Technologies Ltd, Palo Alto Networks, Inc.

and Crowdstrike, Inc.

resolved in 2023 and our revenue for the year ended December 31, 2023 included revenue from the related settlements.

In February 2024,

TLL brought patent infringement suits in the U.S.

Districdt for the Eastern District of Texas against Sonicwall, Inc.

The actions against

Fortinet, Inc., Musarubra US LLC, and Sonicwall Inc.

have been resolved and revenue for the year ended December 31, 2024 includes revenue

from the related settlements.

In November 2021, MML brought patent infringement

suits in the U.S.

District for the Eastern District of Texas against ZTE Corporation and Guangdong OPPO Mobile Telecommunications Corp.,

In November 2022, MML brought patent infringement suits in the U.S.

District for the Eastern District of Texas against Samsung Electronics

et al and TCL Technology Group Corporation et al.

In June 2022, MML and AI agreed to amend the Purchase Agreement to add two

additional patent families for an additional $92,000.

We requested and received a capital advance from QFL in the amount of $92,000,

which we used to make payment to AI in August 2022 pursuant to the amendment to the Purchase Agreement.

The actions against ZTE Corporation

and Guangdong OPPO Mobile Telecommunications Corp., Ltd.

were resolved in 2023 and revenue for the year ended December 31, 2023 included

revenue from the related settlements.

The actions against Samsung Electronics Co., Ltd.

Et al were resolved in 2024 and revenue for the

year ended December 31, 2024 includes revenue from the related settlement.

In September 2023, Deepwell brought a patent

infringement suit in the U.S.

District for the Eastern District of Texas against MediaTek Inc.

The action against MediaTek, Inc.

been resolved and revenue for the year ended December 31, 2024 includes revenue from the related settlement.

In February 2024, Harbor Island Dynamic brought a patent infringement

suit in the U.S.

District for the Eastern District of Texas against Yamaha Corporation and Steinberg Media Technologies GMBH.

2022, STX brought a patent infringement suit in the U.S.

District for the Eastern District of Texas against Parrot SA, Delair SAS, Drone

Volt, SA, EHang Holdings Limited and Flyability SA.

In July 2022, STX brought a patent infringement suit in the U.S.

District for the

Eastern District of Texas against Fujifilm Holdings Corporation et.al.

The actions against Yamaha Corporation, Steinberg

Media Technologies GMBH, Parrot SA, Drone Volt, SA, Flyability SA and Delair SAS were resolved in 2022 and revenue for the year ended

December 31, 2022 includes revenue from the related settlements.

The matter against Fujifilm Holdings Corporation et.

in 2023 and revenue for the year ended December 31, 2023 includes revenue from the related settlement.

District for the Eastern District of Texas against Samsung Electronics Co., Ltd.

2024, Harbor Island Dynamic brought a patent infringement suit in the U.S.

District for the Eastern District of Texas against NXP Semiconductors

Samsung’s 2024 petitions for review were granted in April 2025.

These actions are pending.

In April 2025, MR brought patent infringement

suits in the U.S.

District for the Eastern District of Texas against Renesas Electronics Corporation, Denso Corporation and Denso International

In June 2025, MR brought patent infringement

suits in the U.S.

District for the Eastern District of Texas against Seagate Technology Holdings Plc, Seagate Singapore International

Headquarters Pte.

Ltd, Seagate Technology International, Seagate Technology (Thailand) Limited, and Seagate Technology (Netherlands)

In August 2025, MR brought a patent infringement

suit in the U.S.

District for the Eastern District of Texas against Texas Instruments, Inc.

In December 2025, Koyo brought patent infringement

suits in the U.S.

District for the Eastern District of Texas against Samsung Electronics Co., Ltd.

The actions by MR and Koyo are pending.

We encounter and expect to continue to encounter

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Entities such as Acacia Research

Corporation, Document Security Systems, Inc., Intellectual Ventures, Quarterhill Inc., MOSAID Technologies Inc., VirnetX Holding Corporation,

Network-1 Security Solutions, Interdigital, Inc., IPValue Management Inc., Pendrell Corporation, Inventergy Global, Inc., Netlist Inc.,

Parkervision Inc., Walker Innovation, Inc., Daedalus Group LLC, Netlist Inc.

and others derive all or a substantial portion of their revenue

from intellectual property monetization activities, and we expect more entities to enter the market.

Most of our competitors have longer

operating histories and significantly greater financial resources and personnel than we have.

Corporation, Intellectual Ventures, Quarterhill Inc., MOSAID Technologies Inc., Network-1 Security Solutions, Interdigital, Inc., IPValue

Management Inc., Pendrell Corporation, Inventergy Global, Inc., Netlist Inc., Parkervision Inc., Walker Innovation, Inc., Anjay Venture

Partners, LLC, Daedalus Group LLC, Netlist Inc.

and others derive all or a substantial portion of their revenue from intellectual property

monetization activities, and we expect more entities to enter the market.

Most of our competitors have longer operating histories and

significantly greater financial resources and personnel than we have.

We also compete with venture capital firms, strategic

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The agreements have a term of ten years and may be terminated by us for cause or upon the death or disability of the consultants.

Pursuant to the consulting agreement, the Company

granted options to purchase a total of 900,000 shares of Common Stock of which options to purchase a total of 900,000 shares of Common

Stock which expire on February 21, 2031.

Option to purchase 300,000 shares of Common Stock at $1.00 per share, 100,000 shares at $3.00

per share and 100,000 shares at $5.00 per share are currently exercisable.

Option to purchase 200,000 shares at an exercise price of $3.00

per share, become exercisable on the first day on which the Company files with the SEC a Form 10-K or Form 10-Q which reports stockholders’

equity of at least $5,000,000 and options to purchase 200,000 shares at an exercise price of $5.00 per share become exercisable on the

date on which the Common Stock is listed for trading on the Nasdaq Stock Market or the New York Stock Exchange.

Pursuant to the consulting agreement, we granted

options to purchase a total of 900,000 shares of Common Stock which options expire on February 21, 2031.

Option to purchase 300,000 shares

of Common Stock at $1.00 per share, 100,000 shares at $3.00 per share and 100,000 shares at $5.00 per share are currently exercisable.

Option to purchase 200,000 shares at an exercise price of $3.00 per share, become exercisable on the first day on which the Company files

with the SEC a Form 10-K or Form 10-Q which reports stockholders’ equity of at least $5,000,000 and options to purchase 200,000

shares at an exercise price of $5.00 per share become exercisable on the date on which the Common Stock is listed for trading on the

Nasdaq Stock Market or the New York Stock Exchange.

As of March 15, 2026, we have two employees,

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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 1. Business