AmBase Corp
For the period ended Dec 31, 2025. Filed Mar 30, 2026.
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FY2025 · Filed Mar 30, 2026
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Item 15. Exhibits and Financial Statement Schedules
| (a) Documents filed as a part of this report: | |
|---|---|
| 1. Index to Financial Statements: | Page |
| Report of Independent Registered Public Accounting Firm (PCAOB ID 688) | 16 |
| Consolidated Statements of Operations | 18 |
| Consolidated Balance Sheets | 19 |
| Consolidated Statements of Changes in Stockholders’ Equity (Deficit) | 20 |
| Consolidated Statements of Cash Flows | 21 |
| Notes to Consolidated Financial Statements | 22 |
| (b) Exhibits: | |
|---|---|
| 3.1 | Amended and Restated Certificate of Incorporation of AmBase Corporation (as of July 23, 2024), (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the year ended June 30, 2024). |
| 3.2 | By-Laws of AmBase Corporation (as amended through March 15, 1996), (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017). |
| 4.1 | Amended & Restated Rights Agreement dated as of March 27, 2019, between the Company and American Stock Transfer and Trust Co. (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018). |
| 4.2 | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019). |
| 10.1 | Employment Agreement dated as of March 30, 2006, between Richard A. Bianco and the Company, (incorporated by reference to Exhibit 10H to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005). |
| 10.2 | Amendment to Employment Agreement dated as of January 1, 2008, between Richard A. Bianco and the Company, (incorporated by reference to Exhibit 10E to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007). |
| 10.3 | Amendment to Employment Agreement between Richard A. Bianco and the Company extending term of employment to May 31, 2023, (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017). |
| 10.4 | Amendment to Employment Agreement between Richard A. Bianco and the Company extending term of employment to May 31, 2028, (incorporated by reference to Exhibit 10.1 Company’s Current report on Form 8-K filed January 20, 2023). |
| 10.5 | 111 West 57th Partners LLC Limited Liability Company Agreement. Dated as of June 28, 2013, (incorporated by reference to Exhibit 10.1 to Amendment no. 1 to the Company’s Quarterly Report on Form 10-Q/A for the quarterly period ended June 30, 2013). |
| 10.6 | Second Amended and Restated Limited Liability Company Agreement of 111 West 57th Investment, LLC dated December 19, 2014 (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014). |
| 10.7 | Agreement between Mr. Richard A. Bianco, the Company’s Chairman President and Chief Executive Officer (“Mr. R.A. Bianco”) and the Company for Mr. R.A. Bianco to provide to the Company a financial commitment in the form of a line of credit up to ten million dollars ($10,000,000) or additional amount(s) as may be necessary and agreed to enable AmBase to contribute capital to the 111 West 57th Property (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the annual period ending December 31, 2016). |
| 10.8 | Amendment dated May 20, 2019, to the September 2017 Litigation Funding Agreement, between Mr. R.A. Bianco and the Company, (incorporated by reference to Exhibit 10.1 to the Company’s Current report on Form 8-K filed May 21, 2019). |
| 10.9 | Senior Promissory Note for $2,000,000, between BARC Investments LLC, an affiliate of the Company and the Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on August 21, 2024, and incorporated herein by reference). |
| 10.10 | Senior Promissory Note for $1,000,000, between Richard A. Bianco, the Company’s President and Chief Executive Officer (“Mr. R.A. Bianco”) and the Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on September 24, 2024, and incorporated herein by reference). |
| 10.11 | Senior Promissory Note for $500,000, between Richard A. Bianco, the Company’s President and Chief Executive Officer (“Mr. R.A. Bianco”) and the Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on December 5, 2024, and incorporated herein by reference). |
| 10.12 | Senior Promissory Note for $100,000, between Richard A. Bianco, the Company’s President and Chief Executive Officer (“Mr. R.A. Bianco”) and the Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on March 13, 2025, and incorporated herein by reference). |
| 10.13 | Senior Promissory Note for $100,000, between Richard A. Bianco, the Company’s President and Chief Executive Officer (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on March 13, 2025, and incorporated herein by reference). |
| 10.14 | Senior Promissory Note for $400,000, between Richard A. Bianco, the Company’s President and Chief Executive Officer (“Mr. R.A. Bianco”) and the Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on March 27, 2025, and incorporated herein by reference). |
| 10.15 | Senior Promissory Note for $100,000, between Richard A. Bianco, the Company’s President and Chief Executive Officer (“Mr. R.A. Bianco”) and the Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on June 2, 2025, and incorporated herein by reference). |
| 10.16 | Senior Promissory Note for $500,000, between Richard A. Bianco, the Company’s President and Chief Executive Officer (“Mr. R.A. Bianco”) and the Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on June 23, 2025, and incorporated herein by reference). |
| 10.17 | Senior Promissory Note for $250,000, between Richard A. Bianco, the Company’s President and Chief Executive Officer (“Mr. R.A. Bianco”) and the Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on July 25, 2025, and incorporated herein by reference). |
| 10.18 | Senior Promissory Note for $100,000, between Richard A. Bianco, the Company’s President and Chief Executive Officer (“Mr. R.A. Bianco”) and the Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on September 11, 2025, and incorporated herein by reference). |
| 10.19 | Senior Promissory Note for $250,000, between Richard A. Bianco, the Company’s President and Chief Executive Officer (“Mr. R.A. Bianco”) and the Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on September 29, 2025, and incorporated herein by reference). |
| 10.20 | Senior Promissory Note for $100,000, between Richard A. Bianco, the Company’s President and Chief Executive Officer (“Mr. R.A. Bianco”) and the Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on November 26, 2025, and incorporated herein by reference). |
| 10.21 | Senior Promissory Note for $300,000, between Richard A. Bianco, the Company’s President and Chief Executive Officer (“Mr. R.A. Bianco”) and the Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on December 19, 2025, and incorporated herein by reference). |
| 10.22 | Senior Promissory Note for $100,000, between Richard A. Bianco, the Company’s President and Chief Executive Officer (“Mr. R.A. Bianco”) and the Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on January 29, 2026, and incorporated herein by reference). |
| 10.23 | Senior Promissory Note for $300,000, between Richard A. Bianco, the Company’s President and Chief Executive Officer (“Mr. R.A. Bianco”) and the Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on December 19, 2025, and incorporated herein by reference). |
| 10.24 | Senior Promissory Note for $100,000, between Richard A. Bianco, the Company’s President and Chief Executive Officer (“Mr. R.A. Bianco”) and the Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on January 29, 2026, and incorporated herein by reference). |
| 10.25 | Senior Promissory Note for $300,000, between Richard A. Bianco, the Company’s President and Chief Executive Officer (“Mr. R.A. Bianco”) and the Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on February 25, 2026, and incorporated herein by reference). |
| 10.26 | Litigation Funding Agreement, between Richard A. Bianco, the Company’s President and Chief Executive Officer (“Mr. R.A. Bianco”) and the Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on March 4, 2026, and incorporated herein by reference). |
| 10.27 | Litigation Funding Agreement, between BARC Investments LLC (“BARC”) and the Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on March 4, 2026, and incorporated herein by reference). |
| 10.28 | Form of Subscription Agreement (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023). |
| 10.29 | Standby Purchase Agreement dated February 28, 2024, between BARC Investments LLC and the Company (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023). |
| 10.30 | August 31, 2012, Supervisory Goodwill Settlement Agreement (originally filed as Exhibit 99 to the Company’s Current Report on Form 8-K filed on October 22, 2012, and incorporated by reference herein). |
| 14 | AmBase Corporation - Code of Ethics as adopted by Board of Directors (incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003). |
| 19 | AmBase Corporation Insider Trading Policies and Procedures (included in the AmBase Corporation – Code of Ethics and incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form 10-K for year ended December 31, 2003). |
| 21* | Subsidiaries of the Registrant. |
| 31.1* | Rule 13a-14(a) Certification of Chief Executive Officer Pursuant to Rule 13a-14. |
| 31.2* | Rule 13a-14(a) Certification of Chief Financial Officer Pursuant to Rule 13a-14. |
| 32.1* | Section 1350 Certification of Chief Executive Officer pursuant to Rule 18 U.S.C. Section 1350. |
| 32.2* | Section 1350 Certification of Chief Financial Officer pursuant to Rule 18 U.S.C. Section 1350. |
| 101.1* | The following financial statements from AmBase Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in XBRL: (i) Consolidated Statement of Operations; (ii) Consolidated Balance Sheets; (iii) Consolidated Statements of Cash Flow: and (iv) Notes to Consolidated Financial Statements. |
Exhibits, except as otherwise indicated above, are filed herewith.
- filed herewith.
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