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AmBase Corp

For the period ended Mar 31, 2026. Filed May 11, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 11, 2026

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What changed in Management’s Discussion and Analysis?

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Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-06.

0001140361-25-040725

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-11.

0001140361-26-020520

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 39 previous paragraphs and 40 current paragraphs.

14 unchanged; 21 reworded; 5 added; 3 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 0 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 (5)

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”) entered 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”), are deemed converted to the RAB 2026 LFA. The accrued but unpaid interest on the RAB Promissory Notes of approximately $219,000 stayed outstanding and will 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) in March 2026, RAB paid the Company an additional $500,000, and per the RAB 2026 LFA, RAB is committed to paying the Company an additional $500,000, as needed, 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 I – Item 1 – Note 9 and Note 10* to the Company’s unaudited condensed 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 stayed outstanding and will 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 I – Item 1 – Note 8 and Note 10 to the Company’s unaudited condensed 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

Accounts payable and accrued liabilities as of March 31, 2026, decreased from December 31, 2025, principally due to payments of prior year accruals and the reclass of accrued interest expense to loan(s) payable, both items relating to the litigation funding agreement(s) entered into in March 2026.
Removed paragraphs (3)

Previous report

A fundamental principle of the preparation of financial statements in accordance with GAAP is the assumption that an entity will continue in existence as a going concern, which contemplates continuity of operations and the realization of assets and settlement of liabilities occurring in the ordinary course of business. In accordance with this requirement, the Company has prepared its accompanying unaudited condensed consolidated financial statements assuming the Company will continue as a going concern.

Previous report

The Company’s Chairman, President and Chief Executive Office, 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 I – Item 1 – Note 9 to the Company’s unaudited condensed consolidated financial statements.

Previous report

Accounts payable and accrued liabilities as of September 30, 2025, increased from December 31, 2024, principally relating to an increase in current period accruals for legal expenses in connection with the 111 West 57 th Property litigations.
Reworded paragraphs (21)

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”). As further discussed herein, the Company is engaged in material disputes and litigation with regard to the 111 West 57 th Property. For additional information concerning the Company’s legal proceedings relating to the 111 West 57 th Property, see Part I – Item 1 – Note 3 and Note 6 to the Company’s unaudited condensed consolidated financial statements.

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. For additional information with regard to the Company’s investment in the 111 West 57 th Property and the legal proceedings related thereto, see* Part I – Item 1 – Note 3 and Note 6* to the Company’s unaudited condensed consolidated financial statements.

Previous wording

The Company’s assets at September 30, 2025, aggregated $239,000 consisting of cash and cash equivalents of $239,000. At September 30, 2025, the Company’s liabilities aggregated $8,130,000, principally consisting of loans payable to related parties. Total stockholders’ deficit was $7,891,000.

Current wording

The Company’s assets at March 31, 2026, aggregated $533,000 consisting of cash and cash equivalents. At March 31, 2026, the Company’s liabilities aggregated $2,493,000, principally consisting of accounts payable and accrued liabilities. Total litigation funding amounts outstanding at March 31, 2026, were $7,500,000. Total stockholders’ deficit was $9,460,000.

Previous wording

The Company can give no assurances regarding the outcome of the matters described herein, including as to the effect of Spruce’s actions described herein, whether the Sponsors will perform their contractual commitments to the Company under the JV Agreement, as to what further action, if any, the lenders may take with respect to the project, as to the ultimate resolution of the ongoing litigation proceedings relating to the Company’s investment interest in the 111 West 57 th Property, as to the ultimate effect of the Sponsors’, the Company’s or the lenders’ actions on the project, as to the completion or ultimate success of the project, or as to the value or ultimate realization of any portion of the Company’s equity investment in the 111 West 57 th Street. For additional information with regard to the Company’s investment in the 111 West 57 th Property and the legal proceedings related thereto, see Part I – Item 1 – Note 3 and Note 6 to the Company’s unaudited condensed consolidated financial statements.

Current wording

The Company can give no assurances regarding the outcome of the matters described herein, including as to the effect of Spruce’s actions described herein, whether the Sponsors will perform their contractual commitments to the Company under the JV Agreement, as to what further action, if any, the lenders may take with respect to the project, as to the ultimate resolution of the ongoing litigation proceedings relating to the Company’s investment interest in the 111 West 57 th Property, as to the ultimate effect of the Sponsors’, the Company’s or the lenders’ actions on the project, as to the completion or ultimate success of the project, or as to the value or ultimate realization of any portion of the Company’s equity investment in the 111 West 57 th Property. For additional information with regard to the Company’s investment in the 111 West 57 th Property and the legal proceedings related thereto, see Part I – Item 1 – Note 3 and Note 6 to the Company’s unaudited condensed consolidated financial statements.

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 its 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 to 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 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 I – Item 1 – Note 10 to the Company’s unaudited condensed 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.

Previous wording

In 2017, the Company entered into a Litigation Funding Agreement (the “LFA”) with Mr. R.A. Bianco. Pursuant to the LFA, Mr. R.A. Bianco agreed to provide litigation funding to the Company, to satisfy actual documented litigation costs and expenses of the Company, including attorneys’ fees, expert witness fees, consulting fees and disbursements in connection with the Company’s legal proceedings related to the Company’s equity investment in the 111 West 57th Property. In 2019, the Company and Mr. R.A. Bianco entered into an amendment to the LFA (the “Amendment). For additional information including the terms of the Litigation Funding Agreement, as amended by the Amendment, see Part I – Item 1 – Note 7 to the Company’s unaudited condensed consolidated financial statements.

Current wording

In 2017, the Company entered into a Litigation Funding Agreement (the “2017 LFA”) with Mr. R.A. Bianco. Pursuant to the LFA, Mr. R.A. Bianco agreed to provide litigation funding to the Company, to satisfy actual documented litigation costs and expenses of the Company, including attorneys’ fees, expert witness fees, consulting fees and disbursements in connection with the Company’s legal proceedings related to the Company’s equity investment in the 111 West 57th Property. In 2019, the Company and Mr. R.A. Bianco entered into an amendment to the LFA (the “2019 LFA Amendment). For additional information including the terms of the Litigation Funding Agreement, as amended by the Amendment, see Part I – Item 1 – Note 7 to the Company’s unaudited condensed consolidated financial statements.

Previous wording

For the nine months ended September 30, 2025, cash of $1,775,000 was used by operations as a result of the payment of operating expenses and prior year accruals.

Current wording

For the three months ended March 31, 2026, cash of $1,454,000 was used by operations as a result of the payment of operating expenses and prior year accruals.

Previous wording

For the nine months ended September 30, 2024, cash of $8,205,000 was used by operations as a result of the payment of operating expenses and prior year accruals.

Current wording

For the three months ended March 31, 2025, cash of $614,000 was used by operations as a result of the payment of operating expenses and prior year accruals.

Previous wording

Loan(s) payable – related party – BARC Investments LLC was $2,000,000 as of September 30, 2025, and December 31, 2024, 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 I – Item 1 – Note 8 to the Company’s unaudited condensed consolidated financial statements.

Current wording

Loan(s) payable – related party – BARC Investments LLC was $200,000 as of March 31, 2026, and $2,000,000 as of December 31, 2025, 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. The decrease in the loan(s) payable amount at March 31, 2026, versus December 31, 2025, is due to the March 2026 conversion of the $2,000,000 loan(s) payable previously outstanding to a litigation funding agreement and the conversion of $200,000 of accrued interest payable to a loan payable, as further discussed herein. For additional information, see Part I – Item 1 – Note 8 and Note 10, to the Company’s unaudited condensed consolidated financial statements.

Previous wording

Loan(s) payable – related party – R.A. Bianco was $3,200,000 as of September 30, 2025, compared to $1,500,000 as of December 31, 2024, 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 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. From September 2024 to September 30, 2025, Mr. R.A. Bianco made an additional loan(s) to the Company aggregating $3,200,000, consisting of $1,500,000 from September 1, 2024, to December 31, 2024, and $1,700,000 from January 1, 2025, to September 30, 2025, for use as working capital. For additional information, see Part I – Item 1 – Note 9 to the Company’s unaudited condensed consolidated financial statements.

Current wording

Loan(s) payable – related party – Mr. R.A. Bianco was $219,000 as of March 31, 2026, compared to $3,600,000 as of December 31, 2025, relating to loans made to the Company from Mr. R.A. Bianco, for working capital. In January 2026 and February 2026, the Company and Mr. R.A. Bianco entered into agreements pursuant to which Mr. R.A. Bianco made additional loans to the Company aggregating $400,000, for use as working capital. The decrease in the loan(s) payable amount at March 31, 2026, versus December 31, 2025, is due to the March 2026 conversion of the $4,000,000 loan(s) payable previously outstanding to a litigation funding agreement and the conversion of $219,000 of accrued interest payable to a loan payable, as further discussed herein. For additional information, see Part I – Item 1 – Note 9 and Note 10, to the Company’s unaudited condensed consolidated financial statements.

Previous wording

Results of Operations for the Three Months and Nine months Ended September 30, 2025 vs. the Three Months and Nine months Ended September 30, 2024

Current wording

Results of Operations for the Three Months Ended March 31, 2026, vs. the Three Months Ended March 31, 2025

Previous wording

The Company recorded a net loss of $1,091,000 or $0.01 per share and $3,766,000 or $0.04 per share in the three months and nine months ended September 30, 2025, respectively, compared to a net loss of $1,533,000 or $0.02 per share and $5,307,000 or $0.08 per share in the respective 2024 periods.

Current wording

The Company recorded a net loss of $775,000 or $0.01 per share in the three months ended March 31, 2026, compared to a net loss of $1,592,000 or $0.02 per share in the respective 2025 period.

Previous wording

Compensation and benefits were $324,000 and $1,017,000 in the three months and nine months ended September 30, 2025, respectively, compared to $345,000 and $1,056,000 in the respective 2024 periods. The decrease in the three and nine month periods ended September 30, 2025, versus the respective 2024 periods, is due to a decrease in compensation related expenses recorded in the 2025 periods.

Current wording

Compensation and benefits were $324,000 in the three months ended March 31, 2026, compared to $371,000 in the respective 2025 period. The decrease in the three month period ended March 31, 2026, versus the respective 2025 period, is due to a decrease in compensation related expenses recorded in the 2026 three month period ended March 31, 2026.

Previous wording

Professional and outside services decreased to $588,000 and $2,472,000 in the three months and nine months ended September 30, 2025, respectively, compared to $1,100,000 and $3,981,000 in the respective 2024 periods. The decrease in the 2025 periods as compared to the 2024 periods 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 with regard to the Company’s investment in the 111 West 57 th Property and the legal proceedings related thereto, see Part I – Item 1 – Note 3 and Note 6 to the Company’s unaudited condensed consolidated financial statements.

Current wording

Professional and outside services decreased to $297,000 in the three months ended March 31, 2026, compared to $1,097,000 in the respective 2025 period. The decrease in the 2026 period as compared to the 2025 period is principally the result of a lower level of legal and professional fees incurred in 2026 in connection with the Company’s legal proceedings relating to the Company’s investment in the 111 West 57 th Property. For additional information with regard to the Company’s investment in the 111 West 57 th Property and the legal proceedings related thereto, see Part I – Item 1 – Note 3 and Note 6 to the Company’s unaudited condensed consolidated financial statements.

Previous wording

Property operating and maintenance expenses were $10,000 and $24,000 for the three months and nine months ended September 30, 2025, respectively, compared to $8,000 and $18,000 in the respective 2024 periods. The increase in the 2025 three month and nine month periods versus the respective 2024 periods is principally due to timing of payments in the three months and nine months ended September 30, 2025, compared to the respective September 30, 2024, periods.

Current wording

Property operating and maintenance expenses were $8,000 for the three months ended March 31, 2026, and $11,000 in the respective 2025 period. The slight decrease in the 2026 three month period versus the respective 2025 period is principally due to timing of payments in the three months ended March 31, 2026, compared to the respective March 31, 2025 period.

Previous wording

Insurance expenses were $43,000 and $81,000 in the three months and nine months ended September 30, 2025, respectively, compared to $59,000 and $103,000 in the respective 2024 periods. The decreases are generally due to a decrease in certain policy premium costs and coverages in the three months and nine months ended September 30, 2025, compared to the respective 2024 periods.

Current wording

Insurance expenses were $34,000 in the three months ended March 31, 2026, compared to $38,000 in the respective 2025 period. The decrease is generally due to a slight decrease in certain policy coverages in the three months ended March 31, 2026, compared to the respective 2025 period.

Previous wording

Other operating expenses were $20,000 and $54,000 in the three and nine months ended September 30, 2025, respectively, compared with $11,000 and $95,000 in the respective 2024 periods. The decrease in the September 30, 2025, nine months ended compared to the September 30, 2024, nine months ended is due to a generally overall lower level of related expenses in the respective 2025 nine month period.

Current wording

Other operating expenses were $15,000 in the three months ended March 31, 2026, compared with $20,000 in the respective 2025 period. The decrease in the March 31, 2026, three months ended compared to the March 31, 2025, three months ended is due to a slight decrease in related expenses in the respective 2026 period.

Previous wording

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, September 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 unaudited condensed consolidated statement of operations for the nine months ended September 30, 2025.

Current wording

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 unaudited condensed consolidated statement of operations for the second quarter and six months ended June 30, 2025.

Previous wording

Interest income in the three months and nine months ended September 30, 2025, was $1,000 and $3,000, respectively, compared with $7,000 and $26,000 in the respective 2024 periods. The decreased interest income in the September 30, 2025, three and nine month periods is due to a lower level of cash and cash equivalents in the 2025 periods versus the respective 2024 periods based on funds received from the Equity Offering in April 2024. For additional information, see Part I – Item 1 – Note 10 to the Company’s unaudited condensed consolidated financial statements.

Current wording

Interest income in the three months ended March 31, 2026, was $- compared with $2,000 in the respective 2025 period. The decreased interest income in the March 31, 2026, three month period is due to a lower level of cash and cash equivalents in the 2026 period versus the respective 2025 period. For additional information, see Part I – Item 1 – Note 8, Note 9, and Note 10 to the Company’s unaudited condensed consolidated financial statements.

Previous wording

Interest expense in the three months and nine months ended September 30, 2025, was $107,000 and $245,000, respectively, compared with $17,000 and $80,000 in the respective 2024 periods. The increase in interest expense for the 2025 three months and nine months ended September 30, 2025, is attributable to a higher level of loan(s) payable – related party and interest expense attributable to a professional firm for outstanding and unpaid professional fees. Interest expense for the 2024 three and nine month periods is attributable to interest expense relating to the loan(s) payable – related party. For additional information see Part I – Item 1 – Note 8 and Note 9 to the Company’s unaudited condensed consolidated financial statements.

Current wording

Interest expensein the three months ended March 31, 2026, was $97,000 compared with $57,000 in the respective 2025 period. The interest expense for the 2026 three month period is attributable to interest expense relating to the loan(s) payable – related party - BARC and loans payable – related party – Mr. R.A. Bianco, at higher levels than the comparable prior year period, and interest expense to a professional firm for outstanding and unpaid professional fees. 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. For additional information seePart I – Item 1 – Note 8 and Note 9 to the Company’s unaudited condensed consolidated financial statements.
Rearranged previous paragraphs (1)

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.