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):
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
On March 18, 2026, SUNation Energy, Inc. (the
“Company”) issued a press release (the “Press Release”) announcing financial results for the Company for the quarter
and year ended December 31, 2025. A copy of the Press Release is furnished as Exhibit 99.1 to this current report.
The information contained in this Item 2.02
and in the Press Release furnished as Exhibit 99.1 to this current report shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or
Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the Press
Release furnished as Exhibit 99.1 to this current report shall not be incorporated by reference into any filing with the U.S.
Securities and Exchange Commission made by the Company whether made before or after the date hereof, regardless of any general
incorporation language in such filing.
The statements in this current report on Form
8-K, and in Exhibit 99.1 hereto, contain “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are based on current expectations and beliefs about future events or circumstances, and
investors should not place undue reliance on these statements. Such statements involve known and unknown risks, uncertainties, assumptions
and other factors, many of which are out of the Company’s control and difficult to forecast. These factors may cause actual results
to differ materially from those that are anticipated. See the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q,
and other reports and material that it files with the Securities and Exchange Commission for a further description of these and other
risks and uncertainties. The Company assumes no, and hereby disclaims any obligation to update any forward-looking statements, but reserves
the right to make such updates from time to time without the need for specific reference to this Form 8-K or the press release furnished
as Exhibit 99.1 hereto. No such update shall be deemed to indicate that other statements which are not addressed by such an update remain
correct or create an obligation to provide any other updates
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, thereunto
duly authorized.
Exhibit 99.1

SUNation
Energy Reports Fourth Quarter and Full Year 2025 Financial Results: Beats 2025 Annual Guidance, Provides 2026 Market Outlook
| |
● | Q4 2025: Revenue increased 77% to $27.2 million, gross profit rose to
$11.1 million, and gross margin expanded to 40.7% from 36.4% in the prior-year quarter. |
| |
● | Q4 2025: Net income was $2.6 million and Adjusted EBITDA was $4.1 million,
compared to a net loss of $6.8 million and Adjusted EBITDA loss of $1.1 million in the prior-year period. |
| |
● | FY 2025: Revenue increased 26% to $71.9 million, gross profit rose 35%
to $27.5 million, and gross margin improved to 38.3% from 35.9%. |
| |
| |
| |
● |
FY 2025: SUNation exceeded the top end of its prior revenue guidance,
generated approximately $1.0 million of operating cash flow, and delivered $2.5 million of Adjusted EBITDA. |
| |
● | FY 2025: SUNation materially strengthened its balance sheet, ending the
year with approximately $7.2 million of liquidity and an estimated 57% reduction in total debt |
| |
● | New York and Hawaii drove growth, with revenue up 25% and 30% respectively
in FY 2025 , as SUNation scaled storage, service and cost discipline. |
RONKONKOMA, N.Y., March 18, 2026 (GLOBE
NEWSWIRE) -- SUNation Energy, Inc. (Nasdaq: SUNE) (“SUNation” or “the Company”), a leading provider of
residential and commercial solar energy systems, battery storage solutions, and comprehensive energy services, today announced
financial results for the fourth quarter and full year ended December 31, 2025.
The fourth quarter represented SUNation’s strongest operating
period of 2025, driven by strong residential demand, improved execution across both core markets, and continued contribution from service
and commercial activity.
Q4 2025 Highlights
| ● | Revenue increased 77% to $27.2 million from $15.4 million in the prior-year
quarter. |
| ● | Gross profit increased to $11.1 million from $5.6 million, and gross margin
improved to 40.7% from 36.4%. |
| ● | Selling, general and administrative expense was 37.5% relative to sales revenue
in 2025, down from the 47.5% of sales totals the year prior, reflecting improved operating leverage on higher revenue. |
| ● | Interest expense declined to $165 thousand from $775 thousand in the prior-year
quarter, reflecting the Company’s debt reduction efforts earlier in the year. |
| ● | Net income was $2.6 million, compared to a net loss of $6.8 million in the
prior-year quarter. |
| ● | Adjusted EBITDA was $4.1 million, compared to an Adjusted EBITDA loss of
$1.1 million in the prior-year quarter. |
| ● | Year-end cash and cash equivalents were $7.2 million, above the $5.4 million
reported at September 30, 2025. |
FY 2025 Highlights
| ● | Revenue increased 26% to $71.9 million, exceeding the top end of the Company’s
previously stated 2025 revenue guidance range of $65 million to $70 million. |
| ● | Gross profit increased 35% to $27.5 million, and gross margin improved to
38.3% from 35.9%. |
| ● | Operating loss improved to $1.7 million from $12.3 million in 2024, reflecting
stronger execution and disciplined cost management. |
| ● | Adjusted EBITDA improved to $2.5 million from an Adjusted EBITDA loss of
$4.9 million in 2024, significantly ahead of the Company’s prior guidance range of $0.5 million to $0.7 million. |
| ● | Cash flow from operations was approximately $1.0 million, compared $6.3 million
used in 2024. |
| ● | Total liquidity increased to approximately $7.2 million at December 31, 2025,
compared to approximately $1.2 million at December 31, 2024. |
| ● | SUNation NY revenue increased 25% to $49.6 million and HEC revenue increased
30% to $22.3 million. |
| ● | SUNation NY remained the leading solar contractor in its region in 2025,
with aggregate installed capacity on Long Island up approximately 29% year over year. |
| ● | HEC benefited from rising storage demand, including momentum from Hawaii’s
BYOD Plus program, while service revenue at HEC increased 57%. |
| ● | Approximately 35% of installed jobs in 2025 came from referrals or repeat
customers, supporting efficient customer acquisition and reflecting strong customer satisfaction. |
Management Commentary
“2025 was a year of real progress for SUNation Energy, and the
fourth quarter was the clearest demonstration yet that our strategy has been working, while we fully recognize that significant challenges
lay ahead of us in 2026, as detailed below,” said Scott Maskin, Chief Executive Officer of SUNation. “We delivered substantial
revenue growth of 26%, significantly improved profitability, and strengthened our balance sheet through strategic capital raises that
enabled us to eliminate approximately $11.0 million of outstanding debt. Our operating loss declined 86% year over year, and we generated
positive operating cash flow for the first time in recent years.”
“In the fourth quarter, our teams in New York and Hawaii executed
at a high level and responded to strong residential demand as customers moved to complete projects ahead of the expiration of the Section
25D residential tax credit at year-end, while we continued to support a healthy commercial and service pipeline. As market conditions
evolve, we believe SUNation is well positioned through our focus on customer experience, service, storage, and disciplined execution,
and we continue to evaluate opportunities to expand our platform in ways that build on our regional strengths and create long-term value,”
Maskin concluded.
James Brennan, Chief Financial Officer of SUNation, added, “This
diversity of offering and customer-centric focus continues to be SUNation’s core strengths, but we’re not just managing the
business for a near-term pull-forward in demand. We spent the second half of 2025 preparing for what comes next, including alternative
financing structures, a broader service offering, continued commercial execution, anticipated challenges resulting from the loss of the
residential tax credits and disciplined evaluation of strategic expansion opportunities.”
“We strengthened the balance sheet over the course of 2025 by
reducing debt, lowering interest expense, improving working capital and increasing liquidity, and we believe SUNation exits 2025 in a
much stronger financial position than where it began the year. Our fourth quarter and full-year results reflect stronger operating discipline
across the business, with fourth quarter Adjusted EBITDA improving to $4.1 million and year-end cash balance increased to approximately
$7.2 million,” Brennan concluded.
Q4 & FY 2025 FINANCIAL AND OPERATIONAL HIGHLIGHTS
Financial Results
For the fourth quarter of 2025, revenue increased 77% to $27.2 million
from $15.4 million in the prior-year period, supported by continued strength in residential demand in both New York and Hawaii as customers
accelerated activity ahead of the Section 25D sunset. For the full year 2025, revenue increased 26% to $71.9 million, compared to $56.9
million in 2024. The Company also benefited from strong residential installation volumes, improved pricing and a strengthened mix of PV
installations that included our storage-related offerings.
Gross profit for the fourth quarter was $11.1 million, or 40.7% of
sales, compared to $5.6 million, or 36.4% of sales, in the prior-year quarter. For full year 2025, gross profit increased 35% to $27.5
million from $20.4 million in 2024, while gross margin improved to 38.3% from 35.9%. Margin performance benefited from a more favorable
revenue mix, with higher-margin residential revenue representing a larger share of total sales, as well as lower material costs as a percentage
of revenue and improved operating efficiency across the platform.
For the fourth quarter, selling, general and administrative expense
was $7.6 million, compared to $7.7 million in the prior-year quarter, reflecting cost discipline and improved operating leverage as revenue
accelerated. Operating expenses decreased in full year 2025 by 10.8% to $29.2 million, compared to $32.7 million in 2024. The decline
was driven in part by lower amortization expense and the absence of the goodwill impairment, intangible impairment, and acquisition earnout
remeasurement charges recorded in the prior year, partially offset by targeted investment in selling and marketing to support higher residential
revenue.
For the fourth quarter, SUNation reported net income of $2.6 million,
compared to a net loss of $6.8 million in the prior-year period. For the full year, net loss improved to $10.9 million from $15.8 million
in 2024, despite elevated non-operating expense related primarily to financing and fair value remeasurement items. Adjusted EBITDA for
the fourth quarter was $4.1 million, compared to an Adjusted EBITDA loss of $1.1 million in the prior-year quarter. For the full year,
Adjusted EBITDA was $2.5 million, compared to an Adjusted EBITDA loss of $4.9 million in 2024.
Balance Sheet and Liquidity
The Company, via targeted operative actions throughout the year, also
strengthened its financial position during the year. Cash and cash equivalents at year-end were approximately $7.2 million, compared to
$5.4 million at September 30, 2025, and approximately $1.2 million at December 31, 2024. Total debt at year-end 2025 was $8.1 million,
compared with approximately $19.1 million at December 31, 2024, reflecting significant deleveraging during the year. Working capital improved
to a positive $1.1 million at year-end 2025, compared to a working capital deficit of $16.1 million at December 31, 2024.
During 2025, the company generated approximately $5.1 million of net
cash from financing activities, including capital raises, while also using cash to reduce debt and satisfy contingent obligations. The
company used 2025 financing proceeds to pay down approximately $12.6 million of outstanding debt and contingent liability obligations.
Operational Highlights
In the fourth quarter, SUNation’s operating teams in New York
and Hawaii responded to a surge in residential demand ahead of the year-end expiration of the Section 25D residential tax credit, while
continuing to support commercial project execution and a growing service platform
Revenue growth in 2025 was driven primarily by stronger residential
demand, including increased customer activity ahead of the expiration of certain federal residential clean energy tax credits at year-end
2025. The company also benefited from improved residential margins, lower material costs as a percentage of sales, and favorable revenue
mix. Service remained an important differentiator in 2025. The Company continued to benefit from demand for repair, replacement and orphan-system
support as industry shakeout created opportunities for trusted local operators with long operating histories.
In New York, SUNation continued to benefit from strong relationships
across residential, commercial, municipal and institutional customers. The Company remained the top-ranked solar contractor in its region
in 2025 based on installed capacity, while aggregate installed capacity on Long Island increased approximately 29% year over year. In
Hawaii, the Company continued to see the growing importance of storage economics and grid services, including momentum from the BYOD Plus
program, which supported battery demand and contributed to improved residential revenue per watt. Revenue increased 30% to $22.3 million,
with residential contract revenue up 31%.
SUNation continued to emphasize battery storage, service and repair
work, and cross-selling opportunities as part of its broader strategy. The company noted that service operations, including support for
orphaned systems, remain a differentiator and provide diversified revenue opportunities, while approximately 35% of 2025 installations
came from referrals or repeat customers, demonstrating strong customer satisfaction and supporting efficient customer acquisition.
STRATEGIC INITIATIVES AND MARKET POSITION
In a fragmented residential solar market with more than 4,000 contractors
nationwide, SUNation believes its local-market leadership, integrated operating model, referral-driven customer acquisition and strong
vendor relationships position it to compete effectively and expand share.
SUNation’s customer-first model also supports efficient growth,
with approximately 35% of 2025 installed jobs coming from referrals or repeat customers, underscoring the strength of the brand, the quality
of execution, and a consistently strong customer experience. SUNation believes one of its greatest strengths is its diversified model,
with residential, commercial and service operations providing multiple avenues for growth and helping offset cyclicality in any one part
of the market.
The Company continues to strengthen its position through strong relationships
with developers, institutions, municipalities and school districts, particularly in New York, and believes its reputation for execution
continues to support a healthy, pipeline-driven commercial opportunity set. In Hawaii, the Company is building on its leadership in storage
and grid services, including proprietary energy management offerings that enable participation in virtual power plant programs.
Across the platform, SUNation maintains relationships with leading
solar and storage brands including Enphase, Tesla, FranklinWH, and GAF roofing. In 2026, the Company expects to broaden its offering with
the addition of the Generac full home ecosystem, further supporting its strategy of providing more comprehensive home energy solutions
across solar, storage, backup power and adjacent services.
REGULATORY AND INDUSTRY ENVIRONMENT
SUNation operated through a meaningful policy transition in 2025 as
the One Big Beautiful Bill Act accelerated the phase-out or termination of several clean energy tax incentives, including the Residential
Clean Energy Credit under Section 25D and the Energy Efficient Home Improvement Credit under Section 25C, both effective at the end of
2025, while also tightening the framework around Sections 45Y and 48E. Although the Section 25D sunset contributed to customer urgency
in 2025, the Company believes the long-term residential value proposition in its core markets remains supported by high utility costs,
energy resiliency needs and growing consumer interest in storage.
The scheduled expiration of the 30% residential credit helped drive
customer urgency during 2025, contributing to strong residential demand and resulting 2025 revenue growth, while the Company expects the
market in 2026 to be increasingly shaped by core consumer drivers such as utility bill savings, energy independence, resilience, regulatory
headwinds and rising battery adoption.
The broader supply chain and trade backdrop also remained dynamic,
with new Commerce tariff actions on Southeast Asian solar imports in April 2025 and a Section 232 investigation into imported polysilicon
launched in July 2025. Against that backdrop, SUNation continues to work with suppliers to manage sourcing, control costs, and preserve
access to key equipment, while benefiting from state and local support mechanisms such as net metering in New York and Hawaii and Hawaii’s
BYOD Plus storage program.
BUSINESS STRATEGY AND OUTLOOK
Looking ahead, SUNation’s near-term focus remains on navigating
the post-tax-credit demand environment through disciplined execution, margin improvement, cost control, cash flow generation, diversification
of its core business operations, and continued share gains in its core New York and Hawaii markets. The Company believes its localized
operating model, customer-first approach, diversified revenue sources, growing storage and service capabilities position it well to compete
even as the broader solar market adjusts to policy changes.
From an operating standpoint, the Company’s business remains
seasonal, with the first quarter typically the lightest period of the year, improving in the second quarter and with the strongest volume
generally occurring in the second half. What gives the Company confidence is not any single quarter or one market dynamic, but rather
the combination of a stronger balance sheet, lower debt, improved margins, better operating discipline and a more diversified revenue
model.
SUNation believes that flexibility will remain important in 2026, and
management intends to stay disciplined and adaptive as market conditions evolve, leaning into the parts of the business where demand and
economics are strongest. While the Company is not providing formal 2026 guidance at this time (in part as a result of the significantly
changed regulatory landscape and the potentially substantive downside effect it may ultimately have on the fiscal year), management believes
SUNation is entering the year from a position of greater financial and operational strength, layered in with our contingency planning
given the solar industry headwinds noted above.
Over the longer term, SUNation intends to pursue selective growth opportunities
that build on its existing platform, including accretive or other strategic transactions that lend to a diversified business platform,
higher battery attachment rates, expansion of service and repair revenue, targeted commercial and community solar opportunities, and continued
product innovation.
The Company also expects to broaden its offering in 2026 with the addition
of the Generac full home ecosystem, supporting its strategy of delivering more comprehensive energy solutions to homeowners and businesses.
Q4 2025 / FY 2025 CONFERENCE CALL
Management will host a conference call on Thursday March 19, 2026 at
9:00am ET. Interested parties may participate in the call by dialing:
| ● | 1-877-407-0784 (Domestic) |
| ● | 1-201-689-8560 (International) |
Participants may also access the call through a live webcast at https://ir.sunation.com/news-events or
via this link: https://viavid.webcasts.com/starthere.jsp?ei=1756551&tp_key=bd28bc361a
ABOUT SUNATION ENERGY, INC.
SUNation Energy Inc. (Nasdaq: SUNE) is a leading provider of sustainable
solar energy and backup power solutions to residential, commercial, and municipal customers. The Company designs, installs, finances,
and services solar energy systems and related technologies, helping customers reduce energy costs, increase energy independence, and transition
to cleaner energy solutions.
For more information, visit ir.sunation.com
CONTACTS
Scott Maskin
Chief Executive Officer
SUNation Energy, Inc.
smaskin@sunation.com
James Brennan
Chief Financial Officer
SUNation Energy, Inc.
jbrennan@sunation.com
SUNation Energy, Inc. Investor Relations
Alliance Advisors IR
IR@sunation.com
FORWARD-LOOKING STATEMENTS
Our prospects here at SUNation Energy Inc. are subject to uncertainties
and risks. This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. The Company intends that such forward-looking
statements be subject to the safe harbor provided by the foregoing Sections. These forward-looking statements are based largely on the
expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known
and unknown uncertainties, a number of which are beyond the control of management. Therefore, actual results could differ materially from
the forward-looking statements contained in this presentation. The Company cannot predict or determine after the fact what factors would
cause actual results to differ materially from those indicated by the forward-looking statements or other statements. The reader should
consider statements that include the words “believes”, “expects”, “anticipates”, “intends”, “estimates”,
“plans”, “projects”, “should”, or other expressions that are predictions of or indicate future events or
trends, to be uncertain and forward-looking. We caution readers not to place undue reliance upon any such forward-looking statements.
The Company does not undertake to publicly update or revise forward-looking statements, whether because of new information, future events
or otherwise. Additional information respecting factors that could materially affect the Company and its operations are contained in the
Company’s filings with the SEC which can be found on the SEC’s website at www.sec.gov.
FINANCIAL TABLES
CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
Table 3: Consolidated Operating Results
| |
Year Ended | | |
Year Ended | | |
| |
| |
Dec 31,
2025 | | |
Dec 31,
2024 | | |
Change
% | |
| (In thousands, except per share data) | |
| | | |
| | | |
| | |
| Sales | |
$ | 71,906 | | |
$ | 56,862 | | |
| 26 | % |
| Cost of sales | |
| 44,361 | | |
| 36,436 | | |
| 22 | % |
| Gross profit | |
| 27,544 | | |
| 20,426 | | |
| 35 | % |
| Gross margin | |
| 38.3 | % | |
| 35.9 | % | |
| +240 bps | |
| Operating expenses: | |
| | | |
| | | |
| | |
| SG&A expenses | |
| 26,980 | | |
| 27,054 | | |
| 0 | % |
| Amortization expense | |
| 2,238 | | |
| 2,838 | | |
| (21 | )% |
| Earnout remeasurement | |
| -- | | |
| 1,000 | | |
| (100 | )% |
| Goodwill impairment | |
| -- | | |
| 3,102 | | |
| (100 | )% |
| Intangible impairment | |
| -- | | |
| 750 | | |
| (100 | )% |
| Total operating expenses | |
| 29,217 | | |
| 32,744 | | |
| (11 | )% |
| Operating loss | |
| (1,673 | ) | |
| (12,317 | ) | |
| (86 | )% |
| Other expense, net: | |
| | | |
| | | |
| | |
| Investment and other income | |
| 107 | | |
| 145 | | |
| (26 | )% |
| Warrant liability remeasurement | |
| (7,531 | ) | |
| (975 | ) | |
| 673 | % |
| Contingent forward remeasurement | |
| 899 | | |
| -- | | |
| n/a | |
| CVR remeasurement | |
| (36 | ) | |
| (522 | ) | |
| (93 | )% |
| Financing fees | |
| (1,294 | ) | |
| -- | | |
| n/a | |
| Interest expense | |
| (1,042 | ) | |
| (3,087 | ) | |
| (66 | )% |
| Loss on debt extinguishment | |
| (343 | ) | |
| (36 | ) | |
| 863 | % |
| Other | |
| -- | | |
| (23 | ) | |
| (100 | )% |
| Total other expense, net | |
| (9,169 | ) | |
| (3,498 | ) | |
| 162 | % |
| Loss before income taxes | |
| (10,842 | ) | |
| (15,815 | ) | |
| (31 | )% |
| Income tax expense | |
| 51 | | |
| 35 | | |
| 47 | % |
| Net loss | |
| (10,893 | ) | |
| (15,850 | ) | |
| (31 | )% |
| Deemed dividends | |
| -- | | |
| (11,587 | ) | |
| (100 | )% |
| Net loss attributable to shareholders | |
$ | (10,893 | ) | |
$ | (27,437 | ) | |
| (60 | )% |
| Loss per share - basic and diluted | |
$ | (4.38 | ) | |
$ | (10,110.93 | ) | |
| (100 | )% |
| Weighted average shares outstanding | |
| 2,488 | | |
| 2,714 | | |
| (8 | )% |
CONSOLIDATED BALANCE SHEET HIGHLIGHTS
(In thousands)
Table 4: Balance Sheet Highlights
| | |
December 31, | | |
December 31, | |
| | |
2025 | | |
2024 | |
| Cash, cash equivalents and restricted cash | |
$ | 7,182 | | |
$ | 1,151 | |
| Current assets | |
| 16,474 | | |
| 11,110 | |
| Total assets | |
| 48,244 | | |
| 45,713 | |
| Current liabilities | |
| 15,408 | | |
| 27,162 | |
| Long-term debt | |
| 5,333 | | |
| 6,532 | |
| Total liabilities | |
| 23,899 | | |
| 37,165 | |
| Total stockholders’ equity (deficit) | |
| 24,345 | | |
| 8,547 | |
| Working capital | |
| 1,066 | | |
| (16,052 | ) |
CONSOLIDATED CASH FLOW SUMMARY
(In thousands)
Table 5: Cash Flow Summary
| | |
Year Ended | | |
Year Ended | |
| | |
Dec 31, 2025 | | |
Dec 31, 2024 | |
| Net cash provided by (used in) operating activities | |
$ | 955 | | |
$ | (6,303 | ) |
| Net cash used in investing activities | |
| (49 | ) | |
| (26 | ) |
| Net cash provided by financing activities | |
| 5,125 | | |
| 2,084 | |
| Net increase (decrease) in cash | |
| 6,031 | | |
| (4,245 | ) |
| Cash, beginning of year | |
| 1,151 | | |
| 5,396 | |
| Cash, end of year | |
$ | 7,182 | | |
$ | 1,151 | |
SEGMENT PERFORMANCE SUMMARY
(In thousands)
Table 6: SUNation NY Segment Results
| SUNation NY Segment | |
2025 | | |
2024 | | |
Change % | |
| Revenue | |
$ | 49,600 | | |
$ | 39,733 | | |
| 25 | % |
| Gross profit | |
| 20,166 | | |
| 15,094 | | |
| 34 | % |
| Gross margin | |
| 40.7 | % | |
| 38.0 | % | |
| +270 bps | |
| Operating income | |
| 3,117 | | |
| (984 | ) | |
| n/m | |
Table 7: Hawaii Energy Connection Segment Results
| HEC Segment | |
2025 | | |
2024 | | |
Change % | |
| Revenue | |
$ | 22,305 | | |
$ | 17,128 | | |
| 30 | % |
| Gross profit | |
| 7,378 | | |
| 5,333 | | |
| 38 | % |
| Gross margin | |
| 33.1 | % | |
| 31.1 | % | |
| +200 bps | |
| Operating income (loss) | |
| 1,186 | | |
| (5,075 | ) | |
| n/m | |
ADJUSTED EBITDA RECONCILIATION
Non-GAAP Financial Measures
This press release also includes non-GAAP financial measures that differ
from financial measures calculated in accordance with United States generally accepted accounting principles (“GAAP”). Adjusted
EBITDA is a non-GAAP financial measure provided in this release, and is net (loss) income calculated in accordance with GAAP, adjusted
for interest, income taxes, depreciation, amortization, stock compensation, gain on sale of assets, financing fees, loss on debt remeasurement,
and non-cash fair value remeasurement adjustments as detailed in the reconciliations presented below in this press release.
These non-GAAP financial measures are presented because the Company
believes they are useful indicators of its operating performance. Management uses these measures principally as measures of the Company’s
operating performance and for planning purposes, including the preparation of the Company’s annual operating plan and financial
projections. The Company believes these measures are useful to investors as supplemental information and because they are frequently used
by analysts, investors, and other interested parties to evaluate companies in its industry. The Company also believes these non-GAAP financial
measures are useful to its management and investors as a measure of comparative operating performance from period to period.

The non-GAAP financial measures presented in this release
should not be considered as an alternative to, or superior to, their respective GAAP financial measures, as measures of financial performance
or cash flows from operations as a measure of liquidity, or any other performance measure derived in accordance with GAAP, and they should
not be construed to imply that the Company’s future results will be unaffected by unusual or non-recurring items. In addition, these
measures do not reflect certain cash requirements such as tax payments, debt service requirements, capital expenditures and certain other
cash costs that may recur in the future. Adjusted EBITDA contains certain other limitations, including the failure to reflect our cash
expenditures, cash requirements for working capital needs and cash costs to replace assets being depreciated and amortized. In evaluating
non-GAAP financial measures, you should be aware that in the future the Company may incur expenses that are the same as or similar to
some of the adjustments in this presentation. The Company’s presentation of non-GAAP financial measures should not be construed
to imply that its future results will be unaffected by any such adjustments. Management compensates for these limitations by primarily
relying on the Company’s GAAP results in addition to using non-GAAP financial measures on a supplemental basis. The Company’s
definition of these non-GAAP financial measures is not necessarily comparable to other similarly titled captions of other companies due
to different methods of calculation.
Table 8: Reconciliation of GAAP Net Income (Loss) To Adjusted
EBITDA
| | |
Three Months Ended
December 31 | | |
Twelve Months Ended
December 31 | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Net Income (Loss) | |
$ | 2,603,989 | | |
$ | (6,819,832 | ) | |
$ | (10,892,833 | ) | |
$ | (15,849,805 | ) |
| Interest expense | |
| 165,045 | | |
| 775,396 | | |
| 1,041,835 | | |
| 3,087,450 | |
| Interest income | |
| (7,734 | ) | |
| (8,854 | ) | |
| (34,804 | ) | |
| (65,426 | ) |
| Income taxes | |
| 5,610 | | |
| 34,781 | | |
| 51,140 | | |
| 34,819 | |
| Depreciation | |
| 62,947 | | |
| 71,145 | | |
| 265,615 | | |
| 316,332 | |
| Amortization | |
| 559,375 | | |
| 709,375 | | |
| 2,237,500 | | |
| 2,837,500 | |
| Goodwill impairment loss | |
| — | | |
| 3,101,981 | | |
| — | | |
| 3,101,981 | |
| Intangible asset impairment loss | |
| — | | |
| 750,000 | | |
| — | | |
| 750,000 | |
| Stock compensation | |
| 13,051 | | |
| 45,201 | | |
| 85,226 | | |
| 29,002 | |
| Earnout consideration compensation | |
| 531,503 | | |
| — | | |
| 1,535,454 | | |
| — | |
| Gain on sale of assets | |
| — | | |
| — | | |
| — | | |
| 822 | |
| FV remeasurement of contingent value rights | |
| (12,947 | ) | |
| (43,448 | ) | |
| (36,079 | ) | |
| (522,257 | ) |
| FV remeasurement of earnout consideration | |
| — | | |
| (200,000 | ) | |
| — | | |
| (1,000,000 | ) |
| FV remeasurement of warrant liability | |
| — | | |
| — | | |
| 7,531,044 | | |
| 974,823 | |
| FV remeasurement of contingent forward contract | |
| — | | |
| — | | |
| (899,080 | ) | |
| — | |
| FV remeasurement of embedded derivative liability | |
| — | | |
| (402,712 | ) | |
| — | | |
| 65,617 | |
| Financing fees | |
| 157,558 | | |
| — | | |
| 1,294,090 | | |
| — | |
| Loss on debt remeasurement | |
| — | | |
| — | | |
| 343,471 | | |
| 35,657 | |
| Loss contingency settlement | |
| — | | |
| 900,000 | | |
| — | | |
| 1,300,000 | |
| Adjusted EBITDA | |
$ | 4,078,397 | | |
$ | (1,086,967 | ) | |
$ | 2,522,579 | | |
$ | (4,903,485 | ) |