AmBase Corp
For the period ended Dec 31, 2025. Filed Mar 30, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 30, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-24.
0001140361-25-010025
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-30.
0001140361-26-012027
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 42 previous paragraphs and 45 current paragraphs.
21 unchanged; 17 reworded; 6 added; 1 removed; 3 previous and 1 current paragraphs rearranged.
Tables are not compared: 1 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
For additional information regarding the Company’s legal proceedings relating to the 111 West 57 th Property, see Part II – Item 8 – Note 3 and Note 8 to the Company’s consolidated financial statements.
Current report
In March 2026, the Company and the Company’s Chairman, President and Chief Executive Officer, Mr. Richard A. Bianco (“Mr. R.A. Bianco” or “RAB”) agreed to enter into a litigation funding agreement (the “RAB 2026 LFA”), pursuant to which the promissory notes between RAB and the Company outstanding as of March 2, 2026, in the aggregate principal amount of $4,000,000 (the “RAB Promissory Notes”), shall be deemed converted to the RAB 2026 LFA. The accrued but unpaid interest on the RAB Promissory Notes of approximately $220,000 shall stay outstanding and continue to accrue interest on the same terms as the RAB Promissory Notes but the maturity date of this indebtedness shall be March 31, 2029. Additionally, (i) in March 2026, RAB paid the Company, $1,000,000 to be used to pay a portion of outstanding litigation related expenses and (ii) will pay the Company an additional $1,000,000 to be retained and used by the Company for working capital needs and certain other litigation related expenses, including expert witness fees, consulting fees and disbursements incurred by the Company or reasonably anticipated to be incurred by the Company, (plus such additional amounts as may be necessary from time to time and as agreed to by the Company and RAB at such time). For additional information, see Part II – Item 8 – Note 11 and Note 12 to the Company’s consolidated financial statements.
Current report
In addition, in March 2026, BARC Investments LLC (“BARC”) converted their $2,000,000 (the “2024 BARC Note”) into a litigation funding agreement (plus such additional amounts as may be necessary from time to time and as agreed to by the Company and BARC at such time), pari-passu with those provided under the RAB 2026 LFA, (the “BARC 2026 LFA”). The accrued but unpaid interest on the 2024 BARC Note of approximately $200,000 shall stay outstanding and continue to accrue interest on the same terms as the 2024 BARC Note but the maturity date of this indebtedness shall be March 31, 2029. For additional information, see Part II – Item 8 – Note 10 and Note 12 to the Company’s consolidated financial statements.
Current report
As part of the RAB 2026 LFA and the BARC 2026 LFA, the Company shall distribute any consideration it actually receives in connection with the 111 West 57 th Litigations in accordance with the terms of the RAB 2026 LFA and BARC 2026 LFA. The terms of the RAB 2026 LFA and BARC 2026 LFA will therefore further reduce the Company’s share of any future litigation proceeds.
Current report
The RAB 2026 LFA and the BARC 2026 LFA also contain customary representations and warranties and agreements of the parties and customary indemnification rights and obligations of the parties. The foregoing description(s) of the RAB 2026 LFA and the BARC 2026 LFA are qualified entirely by reference to the agreements, a copy of the RAB 2026 LFA and the BARC 2026 LFA were filed as an exhibit to the Company’s previously filed reports with the Securities and Exchange Commission and are incorporated herein by reference.
Current report
The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) provided an employee retention credit which was a refundable tax credit against certain employment taxes. The Consolidated Appropriations Act (the “Appropriations Act”) extended and expanded the availability of the employee retention credit through December 31, 2021. The Appropriations Act amended the employee retention credit to be equal to 70% of qualified wages paid to employees during the 2021 fiscal year. The Company qualified for the employee retention credit for qualified wages for tax periods ending March 31, 2021, June 30, 2021, and September 30, 2021, and filed a cash refund claim. In April 2025, the Company received the refund claimed and recorded the employee retention credit received as other income of $124,000, in the consolidated statement of operations for the year ended December 31, 2025. For additional information see Part II – Item 8 – Note 7 to the Company’s consolidated financial statements.
Removed paragraphs (1)
Previous report
The Company’s Chairman, President and Chief Executive Officer, Mr. Richard A. Bianco (“R.A. Bianco”) has indicated that, if and when needed, he may provide a working capital loans to the Company on an as needed basis, subject to customary and market terms and conditions to be agreed upon at such time. 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. For additional information, see Part II – Item 8 – Note 11 to the Company’s consolidated financial statements.
Reworded paragraphs (17)
Previous wording
In June 2013, the Company purchased an equity interest in a real estate development property through a joint venture agreement to purchase and develop real property located at 105 through 111 West 57 th Street in New York, New York (the “111 West 57 th Property”). The Company is engaged in material disputes and litigation with regard to the 111 West 57 th Property. Despite ongoing litigation challenging the legitimacy of the actions taken in connection with the “Strict Foreclosure”, (as defined and further discussed herein), the Company recorded an impairment for the full amount of its equity investment in the 111 West 57th Property in 2017. Prior to the Strict Foreclosure, the carrying value of the Company’s equity investment in the 111 West 57 th Property represented a substantial portion of the Company’s assets and net equity value.
Current wording
In June 2013, the Company purchased an equity interest in a real estate development property through a joint venture agreement to purchase and develop real property located at 105 through 111 West 57 th Street in New York, New York (the “111 West 57 th Property”). As further discussed herein, the Company is engaged in material disputes and litigation with regard to the 111 West 57 th Property. Despite ongoing litigation challenging the legitimacy of the actions taken in connection with the “Strict Foreclosure”, (as defined and further discussed herein), the Company recorded an impairment for the full amount of its equity investment in the 111 West 57th Property in 2017. Prior to the Strict Foreclosure, the carrying value of the Company’s equity investment in the 111 West 57 th Property represented a substantial portion of the Company’s assets and net equity value.
Previous wording
The Company’s assets at December 31, 2024, aggregated $314,000, consisting of cash and cash equivalents. At December 31, 2024, the Company’s liabilities aggregated $4,439,000. Total stockholders’ deficit was $4,125,000.
Current wording
The Company’s assets at December 31, 2025, aggregated $87,000, consisting of cash and cash equivalents. At December 31, 2025, the Company’s liabilities aggregated $8,772,000, consisting of accounts payable and accrued liabilities of $3,172,000 and loan(s) payable related party of $5,600,000. Total stockholders’ deficit was $8,685,000.
Previous wording
In order to continue as a going concern, the Company must take steps to manage its current level of cash and cash equivalents, through various ways, 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, litigation funding agreements, reducing operating expenses, and seeking recoveries from various sources. There can be no assurance that the Company will be able to adequately implement these cash management measures, in whole or in part or raise capital or obtain financing on terms acceptable to the Company, if at all.
Current wording
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 management and/or affiliates of the Company, financial institutions or other stockholders of the Company, litigation funding agreements from management and/or affiliates of the Company, financial institutions, other stockholders of the Company, or other third parties, or any combination thereof, 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. 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. 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.
Previous wording
The Company will continue to consider and explore other litigation funding agreements with third party litigation funders that it could enter into for portions of the litigation costs for up to $5 million of funding, at market terms to be agreed upon at such times. In general, litigation funding agreements 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. There can be no assurance that the Company would be able to secure any such additional litigation funding on acceptable terms or at all.
Current wording
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.
Previous wording
On April 1, 2024, the Company completed the issuance and sale of 44,200,460 Shares in the Equity Offering on the previously disclosed terms and conditions. The offer and sale of the Shares in the Equity Offering was completed in reliance on the exemption from registration under Rule 506(c) of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended. Total proceeds received from the Equity Offering were $8,840,000. For additional information, see Part II – Item 8 – Note 5 to the Company’s consolidated financial statements.
Current wording
On February 28, 2024, the Company commenced a private placement offering (the “Equity Offering”) of 44,200,460 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) for $0.20 per share of Common Stock. On April 1, 2024, the Company completed the issuance and sale of 44,200,460 Shares in the Equity Offering on the previously disclosed terms and conditions. The offer and sale of the Shares in the Equity Offering was completed in reliance on the exemption from registration under Rule 506(c) of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended. Total proceeds received from the Equity Offering were $8,840,000. For additional information, see Part II – Item 8 – Note 5 to the Company’s consolidated financial statements.
Previous wording
For the year ended December 31, 2023, cash of $3,469,000 was used by operations for the payment of operating expenses and prior year accruals.
Current wording
For the year ended December 31, 2025, cash of $2,327,000 was used by operations for the payment of operating expenses and prior year accruals.
Previous wording
Accounts payable and accrued liabilities as of December 31, 2024, decreased as compared to December 31, 2023, principally relating to the payment of outstanding accrued expenses in April 2024, with funds received from the Equity Offering as well as other borrowings from related parties during 2024. For additional information, see Part II – Item 8 – Note 5, Note 10 and Note 11 to the Company’s consolidated financial statements. The amounts in the respective years are principally related to accruals for legal expenses in connection with the 111 West 57 th Property legal proceedings.
Current wording
Accounts payable and accrued liabilities as of December 31, 2025, increased as compared to December 31, 2024, principally relating to the accrual of unpaid legal and other expenses as of December 31, 2025. The amounts in the respective years are principally related to accruals for legal expenses in connection with the 111 West 57 th Property legal proceedings.
Previous wording
Loan(s) payable – related party – BARC Investments LLC was $2,000,000 as of December 31, 2024, compared to $0 as of December 31, 2023, relating to loans made to the Company from BARC Investments, LLC, (“BARC”) an affiliate of the Company owned and controlled by two of the Company’s directors and their sibling, for working capital. For additional information, see Part II – Item 8 – Note 10 to the Company’s consolidated financial statements.
Current wording
Loan(s) payable – related party – BARC Investments LLC was $2,000,000 as of December 31, 2025, and December 31, 2024, relating to loan(s) made to the Company from BARC Investments, LLC, (“BARC”) an affiliate of the Company owned and controlled by two of the Company’s directors and their sibling, for working capital. For additional information regarding the BARC note(s) payable and its March 2026 conversion into a litigation funding agreement and the related accrued interest payable conversion to a note payable, see Part II – Item 8 – Note 10 and Note 12 to the Company’s consolidated financial statements.
Previous wording
Loan(s) payable – related party – R.A. Bianco was $1,500,000 as of December 31, 2024, compared to $3,198,000 as of December 31, 2023, relating to loans made to the Company from Mr. R.A. Bianco, for working capital. In January 2024 through March 2024, the Company and Mr. R.A. Bianco entered into additional agreements pursuant to which Mr. R.A. Bianco made additional loans to the Company aggregating $350,000, for use as working capital. In April 2024, with funds received from the Equity Offering, the Company repaid Mr. R.A. Bianco the full amount of the loan(s) payable outstanding at that time aggregating $3,548,000 plus accrued interest. As of December 31, 2024, Mr. R.A. Bianco made additional loans to the Company in the amounts aggregating $1,500,000, for use as working capital. In March 2025, Mr. R.A. Bianco made an additional loan to the Company aggregating $100,000. For additional information, see Part II – Item 8 – Note 11 to the Company’s consolidated financial statements.
Current wording
Loan(s) payable – related party – Mr. R.A. Bianco was $3,600,000 as of December 31, 2025, compared to $1,500,000 as of December 31, 2024, relating to loan(s) made to the Company from Mr. R.A. Bianco, for working capital. In January 2024 through March 2024, the Company and Mr. R.A. Bianco entered into additional agreements pursuant to which Mr. R.A. Bianco made additional loans to the Company aggregating $350,000, for use as working capital. In April 2024, with funds received from the Equity Offering, the Company repaid Mr. R.A. Bianco the full amount of the loan(s) payable outstanding at that time aggregating $3,548,000 plus accrued interest. As of December 31, 2025, Mr. R.A. Bianco made additional loans to the Company aggregating $3,600,000, for use as working capital. In January 2026, Mr. R.A. Bianco made an additional loan to the Company aggregating $100,000. In February 2026, Mr. R.A. Bianco made an additional loan to the Company aggregating $300,000. For additional information regarding the RAB note(s) payable and its March 2026 conversion into a litigation funding agreement and the related accrued interest payable conversion to a note payable, see Part II – Item 8 – Note 11 and Note 12 to the Company’s consolidated financial statements.
Previous wording
The Company recorded a net loss of $6,620,000 or $0.09 per share for the year ended December 31, 2024. For the year ended December 31, 2023, the Company recorded a net loss of $5,271,000 or $0.13 per share.
Current wording
The Company recorded a net loss of $4,560,000 or $0.05 per share for the year ended December 31, 2025. For the year ended December 31, 2024, the Company recorded a net loss of $6,620,000 or $0.09 per share.
Previous wording
Compensation and benefits decreased to $1,367,000 in 2024 from $1,378,000 in 2023. The decrease in 2024 as compared to 2023 is primarily due to a decrease in compensation related expenses in 2024 versus 2023.
Current wording
Compensation and benefits decreased to $1,323,000 in 2025 from $1,367,000 in 2024. The decrease in 2025 as compared to 2024 is primarily due to a decrease in compensation related expenses in 2025 versus 2024.
Previous wording
Professional and outside services expenses increased to $4,898,000 in 2024 from $3,298,000 in 2023. The increase in 2024 as compared to 2023 is principally the result of a higher level of legal and professional fees incurred in 2024 in connection with the Company’s legal proceedings relating to the Company’s investment in the 111 West 57 th Property. For additional information regarding the Company’s investment in the 111 West 57 th Property and the legal proceedings related thereto, see Part II – Item 8 – Note 3 and Note 8 to the Company’s consolidated financial statements.
Current wording
Professional and outside services expenses decreased to $2,796,000 in 2025 from $4,898,000 in 2024. The decrease in 2025 as compared to 2024 is principally the result of a lower level of legal and professional fees incurred in 2025 in connection with the Company’s legal proceedings relating to the Company’s investment in the 111 West 57 th Property. For additional information regarding the Company’s investment in the 111 West 57 th Property and the legal proceedings related thereto, see Part II – Item 8 – Note 3 and Note 8 to the Company’s consolidated financial statements.
Previous wording
Property operating and maintenance expenses were $18,000 in 2024 and $17,000 in 2023.
Current wording
Property operating and maintenance expenses were $27,000 in 2025 and $18,000 in 2024. The increase in the 2025 period is due to a higher annual cost of services in 2025 compared to 2024.
Previous wording
Insurance expenses decreased to $120,000 in 2024, compared with $259,000 in 2023. The decrease is primarily due to a decrease in certain policy coverages in 2024 versus 2023.
Current wording
Insurance expenses decreased to $107,000 in 2025, compared with $120,000 in 2024. The decrease is primarily due to a decrease in certain policy coverages in 2025 versus 2024.
Previous wording
Other operating expenses increased to $114,000 in 2024 compared with $79,000 in 2023 due to a general higher level of expenses in 2024 versus 2023.
Current wording
Other operating expenses decreased to $68,000 in 2025 compared with $114,000 in 2024 due to a general lower level of expenses in 2025 versus 2024.
Previous wording
Interest income in 2024 increased to $29,000 compared to $2,000 in 2023. The increased interest income in 2024 is due to a higher level of cash and cash equivalents in 2024 versus the respective 2023 based on funds received from the Equity Offering in April 2024 and Company borrowings. For additional information, see Part I – Item 1 – Note 5, Note 10 and Note 11 to the Company’s consolidated financial statements.
Current wording
Interest income in 2025 decreased to $3,000 compared to $29,000 in 2024. The decreased interest income in 2025 is due to a lower level of cash and cash equivalents in 2025 versus the respective 2024 period which included funds received from the Equity Offering in April 2024 and Company borrowings. For additional information, see Part I – Item 1 – Note 5 to the Company’s consolidated financial statements.
Previous wording
Interest expense was $131,000 and $241,000 in 2024 and 2023, respectively. The interest expense for the 2024 period is attributable to interest expense relating to the loan(s) payable – related party - BARC and loans payable – related party – R.A. Bianco, net of $51,000 of negative interest expense in 2024 attributable to the reversal of interest expense owed to a professional firm for outstanding invoices that did not have to be paid due to the Company fully paying the outstanding amounts due in April 2024. Interest expense for the 2023 period is attributable to interest expense to a professional firm for outstanding and unpaid professional fees and interest expense relating to the loan(s) payable – related party – R.A. Bianco. For additional information see Part II – Item 8 – Note 10 and Note 11 to the Company’s consolidated financial statements.
Current wording
The interest expense for the 2024 period is attributable to interest expense relating to the loan(s) payable – related party - BARC and loans payable – related party – Mr. R.A. Bianco, net of $51,000 of negative interest expense in 2024 attributable to the reversal of interest expense owed to a professional firm for outstanding invoices that did not have to be paid due to the Company fully paying the outstanding amounts due in April 2024. For additional information see Part II – Item 8 – Note 10 and Note 11 to the Company’s consolidated financial statements.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Interest expense was $365,000 and $131,000 in 2025 and 2024, respectively. The interest expense for the 2025 period is attributable to interest expense relating to the loan(s) payable – related party - BARC and loans payable – related party – Mr. R.A. Bianco, and interest expense attributable to a professional firm for outstanding and unpaid professional fees. For additional information, see Part I – Item 1 – Note 10 and Note 11 to the Company’s consolidated financial statements.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
For additional information regarding the Company’s recording of an impairment of its equity investment in the 111 West 57 th Property in 2017 and the Company’s legal proceedings relating to the 111 West 57 th Property, including the Company’s challenge to the Strict Foreclosure, see Part II – Item 8 – Note 3 and Note 8 to the Company’s consolidated financial statements.
Previous report — wording carried elsewhere
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 financial resources. 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 to if it will prevail with respect to any of its claims.
Previous report — wording carried elsewhere
On February 28, 2024, the Company commenced a private placement offering (the “Equity Offering”) of 44,200,460 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) for $0.20 per share of Common Stock.