AmBase Corp

Previous 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.

Current wording

The Company’s assets at June 30, 2026, aggregated $98,000 consisting of cash and cash equivalents. At June 30, 2026, the Company’s liabilities aggregated $2,294,000, principally consisting of accounts payable and accrued liabilities. Total litigation funding amounts outstanding at June 30, 2026, were $8,000,000. Total stockholders’ deficit was $10,196,000.

Previous wording

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 wording

In March 2026, in order to provide the necessary cash resources to continue operations and continue the litigation related to the 111 West 57th Property, and pay amounts owed, 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 the RAB 2026 LFA the Company and RAB agreed that RAB would provide up to an aggregate initial amount of $6,000,000 (plus such additional amounts as may be necessary from time to time and as agreed to by the Company and RAB at such time 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), (the “Litigation Fund Amount”). Pursuant to the RAB 2026 LFA 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”), were deemed converted to the RAB 2026 LFA. The accrued but unpaid interest on the RAB Promissory Notes stayed 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 which was used to pay a portion of outstanding litigation related expenses, (ii) in March 2026, RAB paid the Company an additional $500,000, and (iii) in May 2026, RAB paid the Company an additional $500,000, for working capital needs and litigation related expenses. For additional information, see Part I – Item 1 – Note 9 and Note 10 to the Company’s unaudited condensed consolidated financial statements.

Previous 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.

Current wording

For the six months ended June 30, 2026, cash of $2,373,000 was used by operations as a result of the payment of operating expenses and prior year accruals.

Previous 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.

Current wording

For the six months ended June 30, 2025, cash of $1,305,000 was used by operations as a result of the payment of operating expenses and prior year accruals.

Previous wording

Loan(s) payable – related party – 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.

Current wording

Loan(s) payable – related party – Mr. R.A. Bianco was $203,000 as of June 30, 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 June 30, 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 (less $16,000 of paydowns) 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 Ended March 31, 2026, vs. the Three Months Ended March 31, 2025

Current wording

Results of Operations for the Three Months and Six Months Ended June 30, 2026, vs. the Three Months and Six Months Ended June 30, 2025

Previous 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.

Current wording

The Company recorded a net loss of $736,000 or $0.01 per share and $1,511,000 or $0.02 per share in the three months and six months ended June 30, 2026, respectively, compared to a net loss of $1,083,000 or $0.01 per share and $2,675,000 or $0.03 per share in the respective 2025 periods.

Previous 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.

Current wording

Compensation and benefits were $284,000 and $608,000 in the three months and six months ended June 30, 2026, respectively, compared to $322,000 and $693,000 in the respective 2025 periods. The decrease in the three and six month periods ended June 30, 2026, versus the respective 2025 periods, is due to a decrease in compensation related expenses recorded in the 2026 periods.

Previous 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.

Current wording

Professional and outside services decreased to $391,000 and $688,000 in the three months and six months ended June 30, 2026, respectively, compared to $787,000 and $1,884,000 in the respective 2025 periods. The decrease in the 2026 periods as compared to the 2025 periods 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 $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.

Current wording

Property operating and maintenance expenses were $5,000 and $13,000 for the three months and six months ended June 30, 2026, respectively, compared to $3,000 and $14,000 in the respective 2025 periods. The increase in the 2026 three months period versus the respective 2025 period is principally due to timing of payments in the three months and six months ended June 30, 2026, compared to the respective June 30, 2025, periods.

Previous 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.

Current wording

Insurance expenses were $4,000 and $38,000 in the three months and six months ended June 30, 2026, respectively, compared to $0 and $38,000 in the respective 2025 periods. The increase is generally due to a increase in certain policy premium costs in the three months ended June 30, 2026, compared to the respective 2025 period.

Previous 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.

Current wording

Other operating expenses were $21,000 and $36,000 in the three and six months ended June 30, 2026, respectively, compared with $14,000 and $34,000 in the respective 2025 periods. The increase in the June 30, 2026, three and six months ended compared to the June 30, 2025, three and six months ended is due to a generally higher level of related expenses in the respective 2026 periods.

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, 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.

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 three months and six months ended June 30, 2025.

Previous 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.

Current wording

Interest income in the three months and six months ended June 30, 2026, was $0 and $0, respectively, compared with $0 and $2,000 in the respective 2025 periods. The decreased interest income in the June 30, 2026, three and six month periods is due to a lower level of cash and cash equivalents in the 2026 periods versus the respective 2025 periods. 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 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.

Current wording

Interest expense in the three months and six months ended June 30, 2026, was $31,000 and $128,000, respectively, compared with $81,000 and $138,000 in the respective 2025 periods. The interest expense for the 2026 three months and six months ended June 30, 2026, is attributable to interest expense relating to the loan(s) payable – related party – BARC, loans payable – related party – R.A. Bianco and interest expense attributable to a professional firm for outstanding and unpaid professional fees. Interest expense for the three months and six months ended June 30, 2025, 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. The decrease in the 2026 periods versus the 2025 periods is due to lower level of outstanding balances throughout the 2026 periods in comparison to the 2025 periods. For additional information see Part I – Item 1 – Note 8 and Note 9 to the Company’s unaudited condensed consolidated financial statements.