AmBase receives $1.5M in additional CEO funding

The $1.5 million payment is designated for working capital and litigation-related expenses as AmBase reports it needs additional capital to continue as a going concern.

Rhea-AI Filing Summary

AmBase Corporation (ABCP) received an additional $1,500,000 from Richard A. Bianco, its chairman, president and chief executive officer, on October 13, 2026, under their existing litigation funding agreement. The company said the funds are for working capital and continuing litigation-related expenses concerning the 111 West 57th Property. The agreement provided for up to an aggregate initial amount of $6,000,000, plus further amounts as needed and agreed by both parties.

AmBase says its financial statements have expressed a qualification about its ability to continue as a going concern and that it needs additional capital to fund anticipated future litigation expenses. It says it cannot assure it can raise financing on acceptable terms. The company describes litigation funding agreements generally as returning the funder’s initial funding before any company recovery, plus an additional multiple of 1.0 times to 3.5 times the amount funded; depending on the funder, fees, expenses, interest and a percentage of recovery may also apply.

0 points · 0 major

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It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

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1 major · 1 point

How the balance works

Positive

• None.

Negative

• Major pointGoing-concern qualification accompanies AmBase’s stated need for additional capital.

Filing Explained

AmBase says it is considering a sale of its interest in or rights to the 111 West 57th Property as a possible recovery route, alongside legal options; it says these efforts may require substantial additional capital and their success is uncertain.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Additional funding: $1,500,000 Aggregate initial amount: Up to $6,000,000 Funding multiple: 1.0 times to 3.5 times the amount funded

3 metrics

Additional funding $1,500,000 Paid by Richard A. Bianco on October 13, 2026, for working capital and continuing litigation-related expenses

Aggregate initial amount Up to $6,000,000 Amount under the litigation funding agreement, plus further amounts as needed and agreed by the parties

Funding multiple 1.0 times to 3.5 times the amount funded General description of litigation funding agreement structures

Key Terms

Litigation Funding Agreement, going concern, working capital

3 terms

Litigation Funding Agreement financial

"entered into a Litigation Funding Agreement"

going concern financial

"ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

working capital financial

"for working capital needs"

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much additional funding did ABCP receive, and what is it for?

Richard A. Bianco paid AmBase an additional $1,500,000 on October 13, 2026, for working capital and continuing litigation-related expenses concerning the 111 West 57th Property.

What financing options is ABCP exploring?

AmBase is considering sales of equity or debt securities, long-term borrowings, litigation funding agreements and recoveries from various sources. Potential borrowing or litigation-funding sources include affiliates, financial institutions, other stockholders and other third parties.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/13/2026 - 03:13 PM EDT Accepted by SEC EDGAR 10/13/2026 - 03:13 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15 (d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 13, 2026 (October 13, 2026)

AMBASE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-07265	95-2962743
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

7857 WEST SAMPLE ROAD, SUITE 134

CORAL SPRINGS, FLORIDA 33065

(Address of principal executive offices, including zip code)

(201) 265-0169

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 1.01

Entry Into a Material Definitive Agreement.

On March 2, 2026, AmBase Corporation, a Delaware corporation (“AmBase” or the “Company”) and Mr. Richard A. Bianco, the Company’s Chairman, President and Chief Executive Officer (“RAB”) entered into a Litigation Funding Agreement (the “RAB 2026 LFA”), pursuant to which the Company and RAB agreed that RAB will provide up to an aggregate initial amount of Six Million Dollars ($6,000,000) (plus such additional amounts as may be necessary from time to time and as agreed to by the Company and RAB at such time), as further described in the Company’s Current Report on Form 8-K as filed with the SEC on March 4, 2026, and incorporated herein by reference. On October 13, 2026, the Company and RAB entered into a letter agreement (the “Letter Agreement”) pursuant to which RAB paid the Company an additional $1,500,000, for use by the Company for working capital needs and continuing litigation related expenses with respect to the 111 West 57^th Property. The additional amounts contributed by RAB were made pursuant to the same terms and conditions of the RAB 2026 LFA. A copy of the Letter Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

As previously disclosed in the reports filed by the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s financial statements have expressed a qualification about the Company’s ability to continue as a going concern.

In order to continue as a going concern and fund anticipated future litigation expenses, the Company will need to raise additional capital. The Company continues to explore all possible strategic alternatives to meet is capital needs, including but not limited to, raising additional capital through the sale of equity or debt securities or long-term borrowings, which may include additional borrowings from affiliates of the Company, financial institutions or other stockholders of the Company, litigation funding agreements from affiliates of the Company, financial institutions, other stockholders of the Company, or other third parties, and seeking recoveries from various sources. The Company intends for any sales of debt or equity securities or any borrowings from any parties to be on market terms to be agreed upon at the time of any transaction. However, there can be no assurance that the Company will be able to raise capital or obtain financing on terms acceptable to the Company, if at all.

As noted above, the Company continues to explore all possible strategic alternatives to meet its capital needs. Litigation funding agreements are special types of financing arrangements that generally are structured so that the litigation funder would receive back their initial funding amount first (i.e. before any recovery is received by the Company), plus an additional multiple ranging from 1.0 times to 3.5 times the amount funded (depending on various factors), plus depending on the funder, additional fees, expenses, interest and potentially an additional percentage of the total recovery received. If the Company continues to source capital through one or more litigation funding agreements, there can be no assurance that the Company would be able to secure any such additional litigation funding on acceptable terms or at all.

While the Company’s management is evaluating future courses of action to protect and/or recover the value of the Company’s equity investment in the 111 West 57^th Property, the adverse developments make it uncertain as to whether any such courses of action will be successful. Any such efforts are likely to require sustained effort over a period of time and substantial additional capital. The Company continues to explore all possible strategic alternatives to meet is capital needs, including but not limited to, raising additional capital through the sale of equity or debt securities or long-term borrowings, which may include additional borrowings from affiliates of the Company, financial institutions or other stockholders of the Company, litigation funding agreements from affiliates of the Company, financial institutions, other stockholders of the Company, or other third parties, and seeking recoveries from various sources. Inability to recover all or most of such value would, in all likelihood, have a material adverse effect on the Company’s financial condition and future prospects. The Company can give no assurances with regard if it will prevail with respect to any of its claims.

With respect to its disputes and litigation relating to its interest in the 111 West 57th Property, the Company is pursuing, and will continue to pursue, other options to realize the Company’s investment value, various legal courses of action to protect its legal rights, recovery of its asset value from various sources of recovery, as well as considering other possible economic strategies, including the possible sale of the Company’s interest in and/or rights with respect to the 111 West 57^th Property; however, there can be no assurance that the Company will prevail with respect to any of its claims.

The information in this Current Report on Form 8-K should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2025, and the Company’s reports filed with the SEC (collectively, the “Prior Periodic Reports”). A more complete discussion of the Company's financial condition and results of operations are also set forth in the Prior Periodic Reports, including without limitation the disclosures under the headings “Risk Factors” and “Cautionary Statement for Forward-Looking Information.”

2

Item 9.01 

Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Exhibit Title
10.1		Letter Agreement between AmBase Corporation and Richard A. Bianco dated October 13, 2026.
104.1		The Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL.

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMBASE CORPORATION
	By	/s/ John Ferrara
	John Ferrara
	Vice President and Chief Financial Officer and Controller
	AmBase Corporation
	Date: October 13, 2026

FL 0000020639 false 0000020639 2026-10-13 2026-10-13

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 9.6 KB

Other Documents

• EX-101 INLINE XBRL TAXONOMY EXTENSION - SCHEMA 3.0 KB
• EX-101 INLINE XBRL TAXONOMY EXTENSION - LABEL LINKBASE 18.0 KB
• EX-101 INLINE XBRL TAXONOMY EXTENSION - PRESENTATION LINKBASE 10.0 KB