AmBase Corp
For the period ended Sep 30, 2026. Filed Oct 28, 2026.
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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.
Sep 30, 2026 · Filed Oct 28, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-12.
0001140361-26-032439
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-10-28.
0001140361-26-041028
Item 2. 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 41 previous paragraphs and 44 current paragraphs.
23 unchanged; 17 reworded; 3 added; 1 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 2 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 (3)
Current report
Information relating to the RAB 2026 LFA is as follows(in thousands):
Current report
Information relating to BARC 2026 LFA is as follows(in thousands):
Current report
Interest income for the three months ended September 30, 2026, increased to $2,000 from $1,000 in the comparable 2025 period. Interest income for the nine months ended September 30, 2026, decreased to $2,000 from $3,000 in the comparable 2025 period. These changes were primarily attributable to the timing and level of cash and cash equivalents during the respective periods. For additional information, see Part I – Item 1 – Note 9 and Note 10 to the Company’s unaudited condensed consolidated financial statements.
Removed paragraphs (1)
Previous report
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.
Reworded paragraphs (17)
Previous 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.
Current wording
The Company’s assets at September 30, 2026, aggregated $106,000 consisting of cash and cash equivalents. At September 30, 2026, the Company’s liabilities aggregated $2,542,000, principally consisting of accounts payable and accrued liabilities. Total litigation funding amounts outstanding at September 30, 2026, were $9,000,000. Total stockholders’ deficit was $11,436,000.
Previous 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.
Current wording
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 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 as noted below, 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”). As detailed below, pursuant to the RAB 2026 LFA, the aggregate principal amount of promissory notes between RAB and the Company outstanding as of the date of the RAB 2026 LFA (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 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. The date that the entire initial litigation funding amount was received by the Company was deemed to be the “Funding Date”. Additional amounts contributed by RAB pursuant to the RAB 2026 LFA are detailed herein below. For additional information, see Part I – Item 1 – Note 9 and Note 10 to the Company’s unaudited condensed consolidated financial statements.
Previous wording
In July 2026, the Company and RAB entered into a letter agreement (the “Letter Agreement”) pursuant to which RAB paid the Company an additional $1,000,000, for use by the Company for working capital needs and continuing litigation related expenses with respect to the 111 West 57 th Property. The additional amounts contributed by RAB were made pursuant to the same terms and conditions of the RAB 2026 LFA. For additional information, see* Part I – Item 1 – Note 10* to the Company’s unaudited condensed consolidated financial statements.
Current wording
In October 2026, the Company and RAB entered into a letter agreement (the “October 2026 Letter Agreement”) pursuant to which RAB paid the Company an additional $1,500,000, for use by the Company for working capital needs and continuing litigation related expenses with respect to the 111 West 57 th Property. The additional amounts contributed by RAB were made pursuant to the same terms and conditions of the RAB 2026 LFA. For additional information, see Part I – Item 1 – Note 10 to the Company’s unaudited condensed consolidated financial statements.
Previous wording
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 wording
The Company also had a note payable to BARC Investments LLC (“BARC”) plus accrued interest (the “2024 BARC Note”). In March 2026, BARC converted their 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 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.
Previous wording
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 wording
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. See Part I – Item 1 – Note 10 to the Company’s unaudited condensed consolidated financial statements, for additional information.
Previous 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.
Current wording
For the nine months ended September 30, 2026, cash of $3,353,000 was used by operations as a result of the payment of operating expenses and prior year accruals.
Previous 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.
Current 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.
Previous 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.
Current wording
Loan(s) payable – related party – Mr. R.A. Bianco was $191,000 as of September 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 September 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 $28,000 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 and Six Months Ended June 30, 2026, vs. the Three Months and Six Months Ended June 30, 2025
Current wording
Results of Operations for the Three Months and Nine Months Ended September 30, 2026, vs. the Three Months and Nine Months Ended September 30, 2025
Previous 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.
Current wording
The Company recorded a net loss of $1,240,000 or $0.01 per share and $2,751,000 or $0.03 per share in the three months and nine months ended September 30, 2026, respectively, compared to a net loss of $1,091,000 or $0.01 per share and $3,766,000 or $0.04 per share in the respective 2025 periods.
Previous 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.
Current wording
Compensation and benefits were $263,000 and $871,000 in the three months and nine months ended September 30, 2026, respectively, compared to $324,000 and $1,017,000 in the respective 2025 periods. The decrease in the three and nine month periods ended September 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 $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.
Current wording
Professional and outside services were $896,000 and $1,584,000 in the three months and nine months ended September 30, 2026, respectively, compared to $588,000 and $2,472,000 in the respective 2025 periods. The increase in the 2026 three month period as compared to the respective 2025 period is principally the result of a higher level of legal and professional fees incurred in the three months ended September 30, 2026, in connection with the Company’s legal proceedings relating to the Company’s investment in the 111 West 57 th Property due to case filings and discovery matters. The decrease in the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, is due to the timing of work relating to the 111 West 57 th property legal proceedings. 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 $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.
Current wording
Property operating and maintenance expenses were $6,000 and $19,000 for the three months and nine months ended September 30, 2026, respectively, compared to $10,000 and $24,000 in the respective 2025 periods. The decrease in the 2026 three and nine month periods versus the respective 2025 periods is principally due to a decrease in expenses in the three months and nine months ended September 30, 2026, compared to the respective September 30, 2025, periods.
Previous 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.
Current wording
Insurance expenses were $33,000 and $71,000 in the three months and nine months ended September 30, 2026, respectively, compared to $43,000 and $81,000 in the respective 2025 periods. The decrease is generally due to a decrease in certain policy premium costs in the three and nine months ended September 30, 2026, compared to the respective 2025 periods.
Previous 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.
Current wording
Other operating expenses were $15,000 and $51,000 in the three and nine months ended September 30, 2026, respectively, compared with $20,000 and $54,000 in the respective 2025 periods. The decreases in the three and nine month periods ended September 30, 2026, compared to the respective 2025 periods, is due to a lower 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 three months 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 nine months ended September 30, 2025.
Previous 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.
Current wording
Interest expense in the three months and nine months ended September 30, 2026, was $29,000 and $157,000, respectively, compared with $107,000 and $245,000 in the respective 2025 periods. The interest expense for the 2026 three months and nine months ended September 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 nine months ended September 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 a 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.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
In July 2026, the Company and RAB entered into a letter agreement (the “July 2026 Letter Agreement”) pursuant to which RAB paid the Company additional amount(s) as detailed below, for use by the Company for working capital needs and continuing litigation related expenses with respect to the 111 West 57 th Property. The additional amounts contributed by RAB were made pursuant to the same terms and conditions of the RAB 2026 LFA. For additional information, see Part I – Item 1 – Note 10 to the Company’s unaudited condensed consolidated financial statements.