CREATIVE REALITIES, INC.

(in thousands, except share and per share amounts)

NOTE1: NATURE OF ORGANIZATION AND OPERATIONS

Unless the context otherwise indicates, references in these Notes to the accompanying consolidated financial statements to“we,”* “us,” “our” and*“the Company”* refer to Creative Realities, Inc. and its subsidiaries.*

Nature of the Company’s Business

Creative Realities, Inc. is a Minnesota corporation that provides innovative digital marketing technology and solutions to retail companies, individual retail brands, enterprises and organizations throughout the United States and in certain international markets. The Company has expertise in a broad range of existing and emerging digital marketing technologies, as well as the related media management and distribution software platforms and networks, device management, product management, customized software service layers, systems, experiences, workflows, and integrated solutions. Our technology and solutions include digital merchandising systems and omni-channel customer engagement systems, interactive digital shopping assistants, advisors and kiosks, and other interactive marketing technologies such as mobile, social media, point-of-sale transactions, beaconing and web-based media that enable our customers to transform how they engage with consumers. We have expertise in a broad range of existing and emerging digital marketing technologies, as well as the following related aspects of our business: content, network management, and connected device software and firmware platforms; customized software service layers; hardware platforms; digital media workflows; and proprietary processes and automation tools.

Our main operations are conducted directly through Creative Realities, Inc., and under our wholly owned subsidiaries, Cineplex Digital Media Inc., a Canadian corporation (“CDMI”) and Cineplex Digital Media U.S. Inc., a Delaware corporation (“CDMUS”).

Liquidity and Financial Condition; Going Concern

In accordance with Accounting Standards Update (“ASU”)No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic205-40) (“ASU205-40”), the Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern withinone year after the date that the Consolidated Financial Statements are issued.

On* November 6, 2025,the Company completed a refinancing of its senior debt facilities, and on November 7, 2025,the Company completed the acquisition of DDC Group International, Inc. (see Note5,* Business Combinations), and related financing arrangements. Management believes these actions are likely to significantly improve the Company’s liquidity, scale, and overall financial condition. Its ability to generate positive net income and cash flows from operations is reliant on the successful integration and operation of this newly acquired business and therefore the financial impacts of this acquisition werenot fully known at the time of the Company's going concern assessment. Management believes the completion of these transactions and the planned integration and operating plan for the newly acquired business with expected realization of synergies present the opportunity to prospectively eliminate the conditions giving rise to substantial doubt regarding the Company’s ability to continue as a going concern in future periods. However, there can beno assurance that these efforts will be successful.

As of* December 31, 2025,the Company has an accumulated deficit of $65,130 and negative working capital of $5,728. For the year ended December 31, 2025,*the Company generated a net loss of $8,276 and used net cash in operations of $7,750.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern for at leasttwelve months after the issuance date of these consolidated financial statements.

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the consolidated financial statements donot necessarily purport to represent realizable or settlement values. The accompanying consolidated financial statements donot include any adjustments that might be necessary should the Company be unable to continue as a going concern.

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NOTE2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements follows:

1. Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with the instructions to Form10-K and Article8 of Regulation S-X and include all of the information and disclosures required by GAAP for annual financial reporting.

The consolidated financial statements include the accounts of Creative Realities, Inc. and our wholly owned subsidiaries CDMI and CDMUS. The CDM entities (CDMI and CDMUS), acquired through the Company's acquisition of DDC Group International, Inc. on* November 7, 2025,*have been consolidated from the acquisition date forward. All intercompany balances and transactions have been eliminated in consolidation.

2. Recently Issued and Adopted Accounting Pronouncements

In* December 2023,the FASB issued ASU2023*-09, Income Taxes (Topic740*): Improvements to Income Tax Disclosures*, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU2023-09 is effective for fiscal years beginning after* December 15, 2024,with early adoption permitted. The Company adopted ASU2023*-09 effective* January 1, 2025on a retrospective basis. The adoption of ASU2023*-09 didnot have a material impact on the Company’s consolidated financial condition, results of operations or cash flows since the guidance pertains to disclosure only. See Note11, Income Taxes for further information.

In* March 2024,the FASB issued ASU2024*-01, Compensation—Stock Compensation (Topic718*): Scope Application of Profits Interest and Similar Awards*. ASU2024-01 clarifies how an entity should evaluate whether a profits interest or similar award issued as compensation is within the scope of ASC718 by addingfour illustrative examples to ASC718-10-55. The ASU is effective for public business entities for fiscal years beginning after* December 15, 2024,and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU2024*-01 effective* January 1, 2025.The adoption of ASU2024*-01 didnot have a material impact on the Company's consolidated financial condition, results of operations or cash flows.

In* March 2024,the FASB issued ASU2024*-02, Codification Improvements—Amendments to Remove References to the Concepts Statements. ASU2024-02 removes various references to the FASB's Concepts Statements from the FASB Accounting Standards Codification, as those references are non-authoritative and their inclusion could imply otherwise. The amendments are effective for public business entities for fiscal years beginning after* December 15, 2024,with early adoption permitted. The Company adopted ASU2024*-02 effective* January 1, 2025.The adoption of ASU2024*-02 didnot have a material impact on the Company's consolidated financial condition, results of operations or cash flows.

In* October 2024,the FASB issued ASU2024*-04, Debt—Debt with Conversion and Other Options (Subtopic470*-20): Induced Conversions of Convertible Debt Instruments*. ASU2024-04 clarifies the requirements for determining whether a settlement of a convertible debt instrument (or convertible preferred stock classified as a liability) should be accounted for as an induced conversion under ASC470-20. Specifically, the ASU clarifies that an issuer must assess whether a settlement offer provides the holder with consideration in excess of the original conversion terms — and if so, the transaction must be accounted for as an induced conversion, with any excess consideration recognized as an expense. The amendments in this ASU are effective for all entities for annual reporting periods beginning after* December 15, 2025,*and interim reporting periods within those annual reporting periods, with early adoption permitted for any date on or after the issuance of the ASU. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

In* November 2024,the FASB issued ASU2024*-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures. ASU2024-03 is intended to improve disclosures about a public business entity’s expenses and provide more detailed information to investors about the types of expenses in commonly presented expense captions. This ASU will be applied retrospectively and is effective for fiscal years beginning after* December 15, 2026,and interim periods within fiscal years beginning after December 15, 2027,*with early adoption permitted.

In* January 2025,the FASB issued ASU2025*-01*, Income Statement*—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220*-40): Clarifying the Effective Date,* which clarified that public business entities should initially adopt the disclosure requirements of ASU2024-03 in an annual reporting period,not an interim period. As clarified by ASU2025-01, ASU2024-03 is effective for annual reporting periods beginning after* December 15, 2026,and interim periods within annual reporting periods beginning after December 15, 2027.*The Company is currently evaluating the impact of implementing this guidance.

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In* July 2025,the FASB issued ASU2025*-05, Financial Instruments—Credit Losses (Topic326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments introduce a practical expedient that permits entities to assume current conditions as of the balance sheet date donot change for the remaining life of current accounts receivable and current contract assets within the scope of ASC606 when developing reasonable and supportable forecasts of expected credit losses, thereby removing the requirement to incorporate macroeconomic forecasts for those assets. The ASU also provides an accounting policy election to consider post-balance-sheet collection activity in estimating expected credit losses; this election is available only to entities other than public business entities and is thereforenot available to the Company. The amendments are effective for annual reporting periods beginning after* December 15, 2025,*and interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating whether to elect the practical expedient and the impact, if any, on its consolidated financial statements.

In* December 2025,the FASB issued ASU2025*-11, Interim Reporting (Topic270): Narrow-Scope Improvements. The amendments clarify the scope of ASC270, specifying its applicability to all entities that provide interim financial statements and notes in accordance with U.S. GAAP, consolidate required interim disclosures into a centralized list within Topic270, and introduce a disclosure principle requiring disclosure of events and changes occurring after the last annual reporting period that have a material effect on the entity. The amendments are effective for public business entities for interim periods within annual periods beginning after* December 15, 2027,with early adoption permitted. The Company doesnot* expect the adoption to have a material impact on its consolidated financial statements, as the amendments primarily clarify existing interim reporting requirements.

3. Cash Concentrations

Cash consists of cash on deposit in financial institutions in both the United States and Canada. The Company doesnot hold any investments that qualify as cash equivalents as of* December 31, 2025and2024.* Balances* mayexceed the Federal Deposit Insurance Corporation (“FDIC”) limit of$250* USD in the United States and* mayexceed the Canada Deposit Insurance Corporation (“CDIC”) limit of$100* CAD in Canada. As of* December 31, 2025and2024,* the Company didnot have USD cash in excess of FDIC insurance limits. As of* December 31, 2025and2024,* the Company had CAD cash in excess of CDIC insurance limits of $1,037 and $912, respectively. The Company doesnot believe the balances present a material credit risk, as the cash is held with reputable financial institutions and the Company has never experienced any losses related to these balances althoughno assurance can be provided that it willnot experience any losses in the future.

4. Revenue Recognition

We recognize revenue in accordance with ASC606, Revenue from Contracts with Customers, applying thefive-step model. The Company evaluates each customer contract to identify the distinct performance obligations promised therein. A performance obligation is considered distinct if the customer can benefit from the good or service on its own or together with other resources that are readily available, and if the Company's promise to transfer the good or service is separately identifiable from other promises in the contract. If an individual promised good or service isnot distinct from another promised good or service, the Company combines those promised goods or services into a single combined performance obligation. The total contract transaction price is allocated to the identified distinct performance obligations based upon the relative standalone selling prices of the performance obligations. The standalone selling price is based on an observable price for services sold to other comparable customers, when available, or an estimated selling price using a cost plus margin approach. For contracts whenone or more performance obligations have observable standalone selling prices, the residual approach is applied to determine the allocation for highly variable components, including SaaS and support pricing, which both vary based on engagement size.

The Company estimates the amount of total contract consideration it expects to receive for variable arrangements by determining the most likely amount it expects to earn from the arrangement based on the expected quantities of services it expects to provide and the contractual pricing based on those quantities. The Company only includes some or a portion of variable consideration in the transaction price when it is probable that a significant reversal in the amount of cumulative revenue recognized willnot occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company considers the sensitivity of the estimate, its relationship and experience with the customer and variable services being performed, the range of possible revenue amounts and the magnitude of the variable consideration to the overall arrangement. The Company receives variable consideration in very few instances. The Company generally doesnot accept returns or provide refunds related to its customer contracts.

Revenue is recognized when a customer obtains control of promised goods or services under the terms of a contract and is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. The Company has very few contracts with material extended payment terms as payment is typically due at or shortly after the time of the sale, typically ranging betweenthirty andninety days. In those instances where the Company offers material extended payment terms (most commonly in multi-year arrangements), the Company determines whether a significant financing component exists. Where the Company acts as an agent to a transaction on behalf of its customers (primarily for the sale of extended warranties that are performed by the equipment manufacturer), the Company recognizes revenue on a net basis. Observable prices are used to determine the standalone selling price of separate performance obligations or a cost plus margin approach whenone isnot available. Sales, value-added and other taxes collected concurrently with revenue producing activities are excluded from revenue.

A contract liability is recognized as deferred revenue when the Company invoices customers in advance of performing the related services under the terms of a contract. Deferred revenue is recognized as revenue when or as the Company satisfies the related performance obligation.

The Company uses the practical expedient for recording an immediate expense for incremental costs of obtaining contracts, including certain design/engineering services, commissions, incentives and payroll taxes, as these incremental and recoverable costs have terms that donot exceedone year.

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5. Allowance for Credit Losses

The allowance for credit losses is the Company's best estimate of the amount of expected lifetime credit losses in the Company's accounts receivable. The Company regularly reviews the adequacy of its allowance for credit losses. The Company estimates losses over the contractual life using assumptions to capture the risk of loss, even if remote, based principally on how long a receivable has been outstanding. Account balances are charged off against the allowance for credit losses after all reasonable means of collection have been exhausted and the potential for recovery is considered remote. Other factors considered include historical write-off experience, current economic conditions, customer credit, and past transaction history with the customer. The allowance for credit losses is included in accounts receivable, net in the accompanying consolidated balance sheets. The opening accounts receivable balance as of* January 1, 2024*was $12,468, net of the allowance for credit losses.

The Company had the following activity for its allowance for credit losses from* January 1, 2024to December 31, 2025:*

6. Inventories

Inventories are stated at the lower of cost or net realizable value, determined by thefirst-in,first-out (FIFO) method, and consist of the following:

7. Impairment of Long-Lived Assets

We review the carrying value of all long-lived assets, including property and equipment, for impairment in accordance with ASC360, Accounting for the Impairment or Disposal of Long-Lived Assets. Under ASC360, impairment tests are performed for property and equipment whenever events or changes in circumstances indicate the carrying value of an asset or asset group* may**not* be recoverable. Impairment testing on other long-lived assets, including intangible assets, is described in Note2, item (11) below. Impairment testing on goodwill is described in Note2, item (10) below.

If the impairment tests indicate that the carrying value of the asset or asset group is greater than the expected undiscounted cash flows to be generated by such asset, an impairment loss would be recognized in the amount by which the carrying value of such asset or asset group exceeds its fair value. We generally measure fair value by considering sale prices for similar assets or by discounting estimated future cash flows from such assets using an appropriate discount rate. Assets to be disposed of are carried at the lower of their carrying value or fair value less costs to sell. Considerable management judgment is necessary to estimate the fair value of assets, and accordingly, actual results could vary significantly from such estimates.

8. Basic and Diluted Loss per Common Share

Basic loss per common share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Net loss applicable to common shareholders is calculated as net loss less preferred stock dividends, whether declared or accruing. The Company's Series A Redeemable Convertible Preferred Stock accrues dividends at 5.25% annually on the stated value of $1,000 per share; such accruing dividends reduce the numerator in the basic net loss per share calculation regardless of whether they have been declared by the Board of Directors. Diluted loss per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. When the Company is in a net loss position, all potentially dilutive securities, including stock options, warrants, and shares issuable upon conversion of the Series A Preferred Stock, are excluded from diluted loss per share as their inclusion would be anti-dilutive.

Shares reserved for outstanding stock options totaling 2,539,564, warrants totaling 5,364,802, and 30,000 shares of the Series A Preferred Stock, convertible into 10,000,000 shares of common stock as of* December 31, 2025were excluded from the computation of loss per share for the year ended December 31, 2025,*as the Company was in a net loss position and their inclusion would have been anti-dilutive.

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Shares reserved for outstanding stock options totaling 1,565,231 and warrants totaling 4,587,002 as of* December 31, 2024,were excluded from the computation of loss per share for the year ended December 31, 2024,*as the Company was in a net loss position and their inclusion would have been anti-dilutive.

9. Income Taxes

Deferred income taxes are recognized in the consolidated financial statements for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates. Temporary differences arise from a number of matters including, butnot limited to, net operating losses, differences in basis of intangibles, stock-based compensation, allowance for credit losses, write-downs of inventory for book purposes, differences in depreciation methods, and accrued expenses. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company accounts for uncertain tax positions utilizing an established recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We hadno uncertain tax positions as of* December 31, 2025and2024.*

10. Goodwill

Goodwill is the excess of consideration paid for an acquired entity over the fair value of the amounts assigned to assets acquired, including other identifiable intangible assets, and liabilities assumed in a business combination. To determine the amount of goodwill resulting from a business combination, the Company performs an assessment to determine the acquisition date fair value of the acquired company’s tangible and identifiable intangible assets and liabilities.

Goodwill is required to be evaluated for impairment on an annual basis and whenever events or changes in circumstances indicate the asset* maybe impaired. An entity has the option tofirst* assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely thannot that the fair value of a reporting unit is less than its carrying amount. These qualitative factors include macroeconomic and industry conditions, cost factors, overall financial performance, and other relevant entity-specific events. If the entity determines that this threshold is met, then the Company* mayapply aone*-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value,not to exceed the total amount of goodwill allocated to the reporting unit. The Company determines fair value through multiple valuation techniques and weighs the results accordingly. The Company is required to make certain subjective and complex judgments in assessing whether an event of impairment of goodwill has occurred, including assumptions and estimates used to determine the fair value of its reporting units. The Company has elected to perform its annual goodwill impairment test on* September 30of each year utilizing a qualitative assessment to determine if it was more likely thannot* that the fair value of each of its reporting units was less than their respective carrying values.

11. Intangible Assets

Identifiable intangible assets primarily include developed technology, trade names, customer relationships and non-compete agreements. Amortizable intangible assets are amortized on a straight-line basis over their estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the assets* maybe impaired. If an indicator of impairment exists, the Company will compare the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value,no impairment is indicated. If the undiscounted cash flows donot* exceed the carrying value, then impairment, if any, is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model.

12. Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Our significant estimates include: the fair value of assets acquired and liabilities assumed in business combinations, including identifiable intangible assets; allowance for credit losses; valuation allowances related to deferred tax assets, including the realizability of acquired Canadian deferred tax assets; assumptions and estimates used to evaluate the recoverability of goodwill and other intangible assets and the related amortization methods and periods; the incremental borrowing rate used to measure right-of-use assets and lease liabilities; the fair value of stock-based compensation awards; and the assessment of the Company's ability to continue as a going concern, including projected cash flows and available liquidity. Actual results could differ from those estimates.

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13. Property and Equipment

Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation is recorded using a straight-line method. Leasehold improvements are amortized over the shorter of the life of the improvement or the lease term, using the straight-line method.

Property and equipment consisted of the following:

The estimated useful lives used to compute depreciation and amortization are as follows:

Depreciation expense was $346 and $201 for the years ended* December 31, 2025and2024,* respectively.

14. Reclassifications

Certain prior year amounts in the consolidated financial statements and accompanying notes have been reclassified to conform to the current year presentation. These reclassifications hadno effect on previously reported net loss, total assets, total liabilities, shareholders’ equity, or cash flows from operations. Management has evaluated these reclassifications and determined that they arenot material, individually or in the aggregate, to the consolidated financial statements taken as a whole.

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15. Contingent Consideration

The Company had contingent consideration arrangements related to certain acquisitions to potentially pay additional cash amounts in future periods based on the lack of achievement of certain share price performance goals of our common stock. Such contingent consideration arrangements are recorded at fair value and are classified as liabilities on the acquisition date and are remeasured at each reporting period in accordance with ASC805-30-35-1 using a Monte Carlo simulation model.

On* March 14, 2025,the Company entered into a settlement agreement which resolved all amounts due related to the contingent consideration arrangements (see Note5,* Business Combinations, for additional information).

16. Foreign Currency Translation

The functional currency of the Company's Canadian subsidiaries is the Canadian dollar. The financial statements of these subsidiaries are translated into U.S. dollars in accordance with ASC830, Foreign Currency Matters. Assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. Revenue and expense accounts are translated at the average exchange rates during the period. The resulting translation adjustments are recorded as a component of accumulated other comprehensive income (loss) within shareholders' equity. Gains and losses arising from foreign currency transactions are included in other expense (income), net in the consolidated statements of operations.

The Company's reporting currency is the U.S. dollar. Because the Company acquired its Canadian subsidiaries on* November 7, 2025,the consolidated financial statements for the year ended December 31, 2025include the results of the Canadian subsidiaries from the acquisition date through December 31, 2025only. There wereno* foreign currency translation adjustments for the year ended* December 31, 2024.*

17. Business Combinations

The Company accounts for business combinations using the acquisition method of accounting, under which the purchase price of an acquisition is allocated to the assets acquired and liabilities assumed based on their fair values, as determined by management at the acquisition date. Examples of significant estimates in valuing certain of the intangible assets acquired include, but arenot limited to, future expected cash inflows and outflows, expected useful life, discount rates and income tax rates. Acquisition-related costs incurred in connection with a business combination are expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations.

18. Leases

The Company accounts for leases in accordance with ASC842, Leases. At the inception of a contract, the Company determines whether the arrangement is or contains a lease based on whether the contract conveys the right to control the use of identified property or equipment for a period of time in exchange for consideration. Leases are classified as either operating or finance leases at the commencement date. Right-of-use ("ROU") assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term, discounted using the rate implicit in the lease or, ifnot readily determinable, the Company's incremental borrowing rate. The Company doesnot include renewal options in the lease term unless reasonably certain to be exercised.

For operating leases, lease expense is recognized on a straight-line basis over the lease term. For finance leases, amortization of the ROU asset is recognized on a straight-line basis over the lease term and interest expense on the lease liability is recognized using the effective interest method. The Company has electednot to combine lease and non-lease components for any asset class. Variable lease payments that donot depend on an index or rate, including certain payments under the Company's digital media advertising display arrangements that are based on the greater of a percentage of advertising sales or a minimum annual guarantee, are excluded from the measurement of the lease liability and recognized as expense in the period incurred. The minimum annual guarantees arenot excluded from the measurement of the lease liability, rather only variable amounts above the minimum annual guarantees are excluded from the measurement of the lease liability and expensed when incurred.

In connection with the acquisition of CDM on* November 7, 2025,the Company reassessed certain contracts acquired from CDM under ASC842's* dual-model framework, treating the acquisition date as the lease commencement date in accordance with ASC805. The resulting ROU assets and lease liabilities were measured using an incremental borrowing rate of 8.0%. See Note17, Leases, for additional information.

19. Stock Based Compensation

The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date and is recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. The Company computes the fair value of equity-classified stock options and warrants using the Black-Scholes option pricing model and the fair value of awards with market-based vesting conditions using a Monte Carlo simulation model. The fair value of restricted stock units is based on the closing price of the Company's common stock on the date of grant. Forfeitures are recognized as they occur. Stock-based compensation expense is included in general and administrative expenses in the consolidated statements of operations. See Note15, Stock-Based Compensation, for additional information.

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20. Internally Developed Software

The Company capitalizes costs associated with internally developed software in accordance with ASC350-40, Internal-Use Software. Costs incurred during the preliminary project stage and post-implementation stage are expensed as incurred. Costs incurred during the application development stage, including internal labor and directthird-party costs, are capitalized and amortized on a straight-line basis over the software's estimated useful life, generally three toseven years. The Company evaluates capitalized software for impairment whenever events or changes in circumstances indicate the carrying amount* may**not* be recoverable. When indicators of impairment exist, the Company compares the estimated undiscounted future cash flows associated with the asset to its carrying value. If the carrying value exceeds the undiscounted cash flows, impairment is measured as the excess of the carrying amount over the asset's estimated fair value. See Note8, Intangible Assets and Goodwill, for additional information.

NOTE3: FAIR VALUE MEASUREMENT

We measure certain financial assets, including cash equivalents, at fair value on a recurring basis. In accordance with ASC820-10-30, fair value is a market-based measurement that should be determined based on the assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC820-10-35 establishes athree-level hierarchy that prioritizes the inputs used in measuring fair value. Thethree hierarchy levels are defined as follows:

Level1 — Valuations based on unadjusted quoted prices in active markets for identical assets.

Level2 — Valuations based on observable inputs (other than Level1 prices), such as quoted prices for similar assets at the measurement date; quoted prices in markets that arenot active; or other inputs that are observable, either directly or indirectly.

Level3 — Valuations based on inputs that are unobservable and involve management judgment and the reporting entity’s own assumptions about market participants and pricing.

The Company previously recorded warrant liabilities that were measured at fair value on a recurring basis using a binomial option pricing model.

The calculation of the fair value of the contingent consideration contained inputs which were unobservable and involved management judgment and were considered Level3 estimates. Additionally, the separately identifiable intangible assets and goodwill rely on a discounted cash flow model which utilizes inputs including the calculation of the weighted average cost of capital and management’s forecast of future financial performance which are unobservable and involve management judgment and are considered Level3 estimates.

The calculation of the weighted average cost of capital and management’s forecast of future financial performance utilized within our discounted cash flow model for the impairment of goodwill contains inputs which are unobservable and involve management judgment and are considered Level3 estimates.

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NOTE4: REVENUE RECOGNITION

The Company applies ASC606, Revenue from Contracts with Customers, for revenue recognition. The table below disaggregates the Company’s revenue by major source as follows:

Hardware

System hardware revenue is recognized at a point in time generally upon shipment of the product or customer acceptance depending upon contractual arrangements with the customer in instances in which the sale of hardware is the sole performance obligation. Shipping charges billed to customers are included in hardware sales and the related shipping costs are included in hardware cost of sales. The cost of freight and shipping to the customer is recognized in cost of sales at the time of transfer of control to the customer. The Company sells extended warranties to its customers in connection with its hardware sales. The equipment manufacturer performs the warranty services, and therefore manufacturer is considered the principal and the Company is an agent for extended warranty sales. Accordingly, extended warranty sales are presented on a net basis (gross revenue less cost) within hardware revenue and are recognized at the time of the hardware sale.

Managed Services

Software as a service

Software as a service (“SaaS”) includes revenue from software licensing and delivery in which software is licensed on a subscription basis and is centrally hosted by the Company. These services often include software updates which provide customers with rights to unspecified software product upgrades and maintenance releases and patches released during the term of the support period. Contracts for these services are generally 12-36 months in length and typically have perpetual autorenewal terms. We recognize SaaS revenue ratably over the performance period.

Maintenance and support services

The Company sells support services that include access to technical support personnel for software and hardware troubleshooting. The Company offers a hosting service through our network operations center, or NOC, allowing the ability to monitor and support our customers’ networks7 days a week,24 hours a day. These contracts are generally 12-36 months in length and typically have autorenewal terms. Revenue is recognized over the term of the agreement in proportion to the costs incurred in fulfilling performance obligations under the contract.

Maintenance services are based on the level of service provided to end customers, which can range from monitoring the health of a customer’s network, supporting a sophisticated web-portal, or managing the end-to-end hardware and software of a digital marketing system. These agreements are renewable by the customer. Rates for maintenance, including subsequent renewal rates, are typically established based upon a fee per location, per device, or a specified percentage of net SaaS fees as set forth in the arrangement. These contracts are generally12-36 months in length. Revenue is recognized ratably and evenly over the service period. In arrangements where the SaaS and maintenance are highly interrelated, they are combined asone performance obligation.

The Company also performs time and materials-based maintenance and repair work for customers. Revenue is recognized at a point in time when the performance obligation has been fully satisfied.

Digital Media Advertising

Digital media advertising revenues are derived from selling digital out-of-home, or DOOH, advertising on infrastructure assets owned or operated by the Company and located at retail malls, shopping centers, office buildings, and other commercial properties. The Company sells advertising placement opportunities to brands and advertising agencies through an exclusive sales agent, which solicits and engages in media sales agreements with end-customer advertisers on the Company's behalf. The Company has concluded that it acts as the principal in these arrangements under ASC606, as it controls the specified advertising service before transfer to the customer. Accordingly, the Company reports digital media advertising revenues on a gross basis, with the full amount charged to advertisers recorded as revenue and the agent's commission, which ranges fromten percent (10%) tofourteen percent (14%) of annual gross revenue, presented as a component of cost of sales in the consolidated statements of operations.

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Digital media advertising revenue is recognized over time in accordance with ASC606-10-25-27(a), as the advertiser simultaneously receives and consumes the benefit of the advertising display service throughout each campaign period. The Company's performance obligation to each advertiser constitutes a single combined performance obligation encompassing the operation of advertising infrastructure and the presentation of advertising content over the contracted campaign period. Revenue is recognized ratably over each campaign period as content is displayed and commissions paid to the agent computed on a stated percentage of gross advertising revenue included in the consolidated statements of operations within cost of sales.

Installation Services

The Company performs installation services associated with system hardware sales to customers and recognizes revenue upon completion of the installations. Installation services also include engineering and configuration services required to be performed to design and deploy a digital signage system that subsequently becomes an installation project.

When system hardware sales include installation services to be performed by the Company, the goods and services in the contract are, in certain instances,not distinct as the customer contract contemplates an installed solution, inclusive of system hardware, and thetwo activities are highly interrelated. In those instances, the arrangement is accounted for as a single combined performance obligation. Our customers* maycontrol the work-in-process and can make changes to the design specifications over the contract term. In these circumstances, revenues are recognized over time as the installation services are completed based on the relative portion of labor hours completed as a percentage of the budgeted hours for the installation. Alternatively, in certain large scale deployments that include installation services, the contract terms segregate performance obligations related to hardware sales and installation services by providing for different legal transfer of title and risk of loss and thetwo* activities arenot highly interrelated. In those circumstances, installation services are deemed to be a separate performance obligation. In each instance, installation services are recognized at the time of completion.

Other Services

Software design and development services

Software design and custom development sales represent fixed fee orders for work on a time and materials basis and are recognized as revenue when the application, feature, or custom software code has been received and delivery has occurred to the customer. Revenue is recognized generally upon customer acceptance (point-in-time) of the software product and verification that it meets the required specifications. Software is delivered to customers electronically.

Media sales

Media revenues are derived from selling (i) promotion and sponsorship packages to monetize customer infrastructure assets, including mobile takeover or physical presence, or (ii) digital advertising inventory to advertisers on digital displays or other outdoor structures, owned or controlled by our customers, each within physical venues. We sell advertising or sponsorship opportunities on behalf of our media network owner customers to brands and advertisers. This revenue stream is separate from the digital media advertising revenue stream described above. For digital media advertising, we own or control the digital displays and accordingly, we are the principal. For media sales described here, we donot own the devices that display the sold digital advertising. The Company has concluded that it acts as an agent for these arrangements and reports media revenues on a net basis, with the Company recording its commission, which typically is betweenthirty percent (30%) andforty percent (40%) of the total media sales contract, as revenue in the consolidated financial statements.

The media sales contracts we facilitate on behalf of our customers range from asingle day toeight years. The Company invoices advertisers on behalf of our customers and remits the net cash to our customer after the advertiser has paid the Company the fees owed for such advertising. Media revenue services are recognized when the Company has completed its performance obligations under the contract with our customers, which typically has concluded upon facilitating execution of contracts between our customer and a brand/advertiser. The Company applies time-based constraints in accordance with ASC606 to evaluate the earned portion of the contract to record at execution.

For revenues generated through the use of a subcontracted advertising agency, commissions are calculated based on a stated percentage of gross advertising revenue and reported in the consolidated statements of operations within cost of sales.

F-18

The following table presents the activities in deferred revenue for the year ended* December 31, 2025:*

There wereno significant revenues recognized in2025 or2024 from performance obligations that were satisfied (or partially satisfied) in prior periods as a result of contract price changes, changes in estimates or variable consideration true-ups.

As of* December 31, 2025,*the aggregate amount of the transaction price allocated to remaining performance obligations (i.e., unsatisfied or partially unsatisfied performance obligations) was $10,564. The following table presents the expected timing of recognition of that amount:

The remaining performance obligations in the table above primarily consist of non-cancellable multi-year SaaS and maintenance agreements, under which the Company recognizes SaaS and maintenance revenue ratably over the contract term. The Company has elected the optional exemption under ASC606-10-50-14 and doesnot disclose information about remaining performance obligations for contracts with an original expected duration ofone year or less, which primarily consist of short-term digital media advertising contracts, month-to-month support agreements, media revenue, and transactional arrangements (e.g., hardware and installation, software design and development, content creation).

NOTE5: BUSINESS COMBINATIONS

Cineplex Digital Media

On* October 15, 2025,*the Company entered into a Share Purchase Agreement (the "Share Purchase Agreement") with its wholly-owned subsidiary,1001372953 Ontario Inc., an Ontario corporation ("Buyer"), and Cineplex Entertainment Limited Partnership ("Cineplex") to acquire 100% of the issued and outstanding common shares of DDC Group International, Inc. ("DDC"), an Ontario corporation and wholly owned subsidiary of Cineplex. DDC is the parent company of Cineplex Digital Media Inc. ("CDMI"), a digital solutions provider offering end-to-end digital signage and place-based media network services, and Cineplex Digital Media U.S. Inc. ("CDMUS"). DDC, CDMI and CDMUS are collectively referred to herein as "CDM". The Company pursued the acquisition to expand its digital signage capabilities and geographic presence into Canada, gain access to CDM's proprietary SaaS technology platform and diversified recurring-revenue customer base, and realize cross-selling synergies across the combined business.

The Share Purchase Agreement provided for a base purchase price of approximately CAD $70,000 in exchange for all of the issued and outstanding common shares of DDC, subject to customary purchase price adjustments based on net working capital, closing cash, transaction expenses, CDM closing indebtedness and planned capital expenditures (the "Purchase Price"). The Share Purchase Agreement also included customary closing conditions, including the Company obtaining debt and equity financing sufficient to fund the Purchase Price and receipt of regulatory approval pursuant to Canada'sCompetition Act, which was obtained prior to closing.No contingent consideration arrangements were entered into in connection with the acquisition. The final purchase price after adjustments was approximately CAD $60,263 (or approximately USD $42,761).

On* November 7, 2025 (the "Acquisition Date"), the Company consummated the transactions contemplated by the Share Purchase Agreement and acquired all of the issued and outstanding common shares of DDC in exchange for cash consideration. The Company translated the purchase price and the fair values of assets acquired and liabilities assumed from Canadian dollars to U.S. dollars using the Bank of Canada closing exchange rate on November 7, 2025of approximately 0.7096 USD per1.00* CAD.

The acquisition was accounted for as a business combination in accordance with ASC805, Business Combinations. The Company engaged athird-party independent valuation specialist to assist in the determination of preliminary fair values of tangible and intangible assets acquired and liabilities assumed for CDM. The final determination of the fair value of assets and liabilities will be completed within theone-year measurement period as required by ASC805. The acquisition will necessitate the use of this measurement period to adequately analyze and assess the factors used in establishing the asset and liability fair values as of the relevant acquisition date, including intangible assets, working capital adjustments and evaluation of deferred tax assets and liabilities arising from the Acquisition. The Company will recognize any measurement period adjustments in the reporting period in which the adjustments are determined.

F-19

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date:

The components of the debt-free net working capital deficit are as follows:

The following describes the methods used to determine the fair value of each identifiable intangible asset acquired and the respective useful lives:

The fair value of the technology platform of $6,656 was estimated using the relief from royalty method under the income approach. The developed technology consists of patented and unpatented technology, know-how and processes related to CDM's SaaS platform and integrated digital hardware for end-to-end digital signage experiences and place-based media networks. Key assumptions included a royalty rate of 4.0%, a discount rate of 13.25%, a tax rate of 25.0%, and a technology obsolescence period of 10 years. The estimated useful life of the developed technology is 10 years.

The fair value of customer relationships of $14,324 was estimated using the multi-period excess earnings method under the income approach. CDM has developed a broad and diversified customer base with recurring revenues operating across verticals including quick service restaurants, financial services, retail, and malls/real estate. Key assumptions included a customer attrition rate of 2.5% per annum, a projected customer revenue growth averaging approximately 5% annually over the forecast period, a discount rate of 13.5%, and a tax rate of 25.0%. The estimated useful life of customer relationships is 10 years.

The fair value of the non-compete covenant of $21 was estimated using the "with or without" method under the income approach. The non-compete agreement was entered into with Cineplex. Key assumptions included a potential loss of sales of 2.5%, a probability of competing of 10.0%, a discount rate of 13.0%, and a tax rate of 25.0%. The estimated useful life of the non-compete covenant is 5 years.

F-20

The Company identified an unfavorable leasehold interest of ($41) related to office space at137 Northfield Drive West, Waterloo, Ontario, where the contract rent of CAD $19.50 per square foot exceeds the estimated market rent of CAD $16.00 per square foot. The fair value was estimated using a discounted cash flow analysis under the income approach at a discount rate of 10.50%. The unfavorable lease intangible has been reflected as a reduction to the acquired operating lease right-of-use asset in the preliminary purchase price allocation and is being amortized over the remaining lease term through* January 2027.*

The Company acquired the lease agreement for office space in Waterloo, Ontario, as well as certain media mall agreements that contained embedded leases. The Company established a new right-of-use asset and lease liability for these leases in purchase accounting. See Note17 for further details.

Contract liabilities assumed in the acquisition consist primarily of deferred revenue related to digital media and digital signage service arrangements with CDM Business customers. In accordance with ASU2021-08, Business Combinations (Topic805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, the Company measured the assumed contract liabilities at the amount that would have been recorded under ASC606 as if the Company had originated the underlying contracts.

The fair value of working capital accounts was determined to approximate their carrying values due to the short-term nature of the assets and liabilities.

Goodwill was recorded based on the amount by which the purchase price exceeded the fair value of the net assets acquired. The goodwill is primarily attributable to expected synergies from combining operations, the assembled workforce, cross-selling opportunities across the combined customer base, and other intangible benefits that donot qualify for separate recognition under ASC805. The goodwill has been assigned to the Company’s sole reporting unit. The goodwill recognized isnot expected to be deductible for income tax purposes.

The consolidated financial statements of the Company include the results of operations of CDM from* November 7, 2025to December 31, 2025and donot* include results of operations for periods prior to* November 7, 2025.The results of operations of CDM from November 7, 2025to December 31, 2025*included revenues of $13,613 and net income of $4,661.

The following table presents the unaudited pro forma consolidated results of operations for the year ended* December 31, 2025and2024* as if the acquisition of CDM occurred at the beginning of fiscal year2024. The pro forma results arenot necessarily indicative of the results of operations that would have occurred had the operations of this acquisition actually been acquired at the beginning of fiscal year2024 or future results of operations.

As of the acquisition date, the Company expected to collect all contractual cash flows related to receivables acquired in the acquisition. Acquisition-related costs of $1,955 were expensed as incurred and are recorded within general and administrative expenses on the consolidated statements of operations.

Merger-related Contingent Consideration Settlement

On* November 12, 2021,the Company entered into an Agreement and Plan of Merger with Reflect and RSI Exit Corporation, as representative of the former stockholders of Reflect (the “Stockholders’ Representative”), which was amended on February 8, 2022,** February 11, 2023,** February 17, 2025,and February 23, 2025 (as amended, the “Merger Agreement”). Pursuant to the Merger Agreement, the Company’s direct, wholly owned subsidiary, CRI Acquisition Corporation, merged with and into Reflect, with Reflect continuing as the surviving entity and becoming a wholly owned subsidiary of the Company (the “Merger”). The Merger was closed on February 17, 2022.The Merger Agreement required the Company to pay to the former Reflect stockholders on or after February 17, 2025 (the “Guaranteed Date”) additional contingent supplemental cash payments (the “Guaranteed Consideration”) if the average closing price of the Company’s common stock in thefifteen* (15) trading day period prior to the Guaranteed Date was below $6.40 per share (such applicable amount, the “Guaranteed Price”).

On* March 14, 2025,*the Company and Reflect entered into a Settlement Agreement and Fifth Amendment to Merger Agreement with the Stockholders’ Representative (the “Settlement Agreement”), pursuant to which the Company settled and resolved a dispute regarding the amount and enforceability of the Guaranteed Consideration. Pursuant to the Settlement Agreement, the Company’s obligation to pay the Guaranteed Consideration to the former Reflect stockholders was terminated and released. In consideration for such termination and release, (i) the Company deposited an aggregate of $3,000 in cash with an exchange agent for the ratable benefit of, and for distribution to, the former Reflect stockholders, (ii) the Company and Reflect (as co-obligors) delivered a subordinated promissory note in the principal amount of $4,000 payable to the order of the Stockholders’ Representative, as nominee for, and for the ratable benefit of, the former Reflect stockholders (the “Promissory Note”), and (iii) the Company agreed to issue to the former Reflect stockholders warrants to purchase their pro rata share of an aggregate of 777,800 shares of the Company’s common stock (the “Settlement Warrants”).

F-21

As a result of the Settlement Agreement, the Company derecognized the previously recorded contingent consideration liability related to the Merger of $12,815 and recorded the fair value of the settlement consideration of $8,040, which included $3,000 in cash, the $4,000 Promissory Note, and Settlement Warrants with a fair value of $1,040. The Company recognized a gain on settlement of contingent consideration of $4,775 during the year ended* December 31, 2025*in the consolidated statement of operations.

In conjunction with entering into the Settlement Agreement and related documents, the Company entered into a Consent Agreement dated* March 14, 2025with First Merchants Bank, among others (the “Consent Agreement”), pursuant to which (among other things) First Merchants Bank, the senior secured lender under the Company’s credit facility, agreed to waive certain negative covenants under the Company’s credit facility that may*have otherwise been implicated by the transactions contemplated by the Settlement Agreement.

See Note11, Debt, and Note14, Warrants, for additional accounting considerations as a result of the issuance of the Promissory Note and Settlement Warrants.

NOTE6: SUPPLEMENTAL CASH FLOW STATEMENT INFORMATION

NOTE7: PREPAID EXPENSES AND OTHER CURRENT ASSETS

As of* December 31, 2025and2024,* prepaid expenses and other current assets consisted of the following:

F-22

NOTE8: INTANGIBLE ASSETS AND GOODWILL

Intangible Assets

Intangible assets consisted of the following as of* December 31, 2025and2024:*

For the years ended* December 31, 2025and2024,* amortization of intangible assets charged to operations was $4,822 and $3,877, respectively. For the year ended* December 31, 2024,the Company wrote-off a $30 fully amortized noncompete asset and the related accumulated amortization. There wasno* impact on the Company’s consolidated balance sheet or consolidated statement of operations as a result of this write-off during the period.

During the year ended* December 31, 2025,the Company recognized an impairment charge of $5,712 related to a proprietary software platform capitalized as an intangible asset under ASC350*-40. The impairment was recorded after management determined that expected future cash flows associated with the platform werenot sufficient to recover its carrying amount, primarily due to uncertainty regarding the renewal of an existing software license agreement. The uncertainty arose in* September 2025when the customer communicated that it was unable to renew its license agreement with the Company due to budget constraints, representing a triggering event under ASC350*-40. The impairment charge was measured as the excess of the asset’s carrying amount over its estimated fair value, which was determined using an income approach based on expected discounted cash flows and Level3 inputs in accordance with ASC820. The impairment charge is presented within operating expenses in the consolidated statements of operations.

Estimated amortization is as follows:

Intangible assets include the following and are being amortized over their estimated useful lives as follows:

Goodwill

As of* December 31, 2025,the Company's goodwill balance includes $26,013, recognized in connection with the acquisition of CDM on November 7, 2025 (see Note5*). The Company hasone reporting unit and all goodwill has been assigned to that reporting unit.

On* September 30, 2025,the Company performed a qualitative assessment and concluded that it wasnot* more likely thannot that the fair value of its reporting unit was less than its carrying amount. Accordingly,no quantitative test was required andno impairment was recognized during the year ended* December 31, 2025.On September 30, 2024,the Company performed a qualitative assessment and concluded that it wasnot* more likely thannot that the fair value of its reporting unit was less than its carrying amount. Accordingly,no quantitative test was required andno impairment was recognized during the year ended* December 31, 2024.*

The Company recognizes that changes in projected operating results, market conditions, or other assumptions could have a material impact on its assessment of goodwill impairment in future periods. Should indicators of impairment arise in subsequent periods, the Company will perform the analysis required to determine whether goodwill is impaired.

F-23

Changes in goodwill for the years ended* December 31, 2025and2024* were as follows:

The carrying values of goodwill and intangible assets attributable to the Company's Canadian operations are denominated in Canadian dollars and are translated into U.S. dollars at the exchange rate in effect as of the balance sheet date. As a result, the reported balances of goodwill and intangible assets are subject to fluctuation due to changes in foreign currency exchange rates, with translation adjustments recorded in accumulated other comprehensive income.

NOTE9: SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK

On* October 15, 2025,the Company entered into a Securities Purchase Agreement with certain accredited investors pursuant to which it agreed to issue 30,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred”) at a purchase price of $1,000 per share for aggregate gross proceeds of $30,000. The transaction closed on November 6, 2025.In connection with the issuance of the Series A Preferred, the Company incurred direct and incremental offering expenses of approximately $2,544, which were recorded as a reduction to the carrying amount of the Series A Preferred. Proceeds from the transaction were used to fund the acquisition of CDM (see Note5*).

Dividend Rights

The Series A Preferred ranks senior to the Company’s common stock with respect to dividend rights and rights upon liquidation. Each share has a liquidation preference equal to $1,000 per share plus accrued and unpaid dividends. The liquidation preference of the Series A Preferred totaled $30,232 as of* December 31, 2025.*

The Series A Preferred bears cumulative dividends at a rate of 5.25% per annum on the stated value. Dividends accrue daily and compound quarterly beginning on* November 6, 2025,and accrue for afive*-year period (the “Guaranteed Term”). Dividends arenot payable in cash during the Guaranteed Term, except at the Company’s option. Upon certain events occurring during the Guaranteed Term, including a liquidation, fundamental transaction (see below) or mandatory conversion, holders are entitled to a make-whole amount representing dividends that would have accrued through the end of the Guaranteed Term.

Dividends are recorded as an increase to the carrying value of the Series A Preferred and as an adjustment to net income (loss) attributable to common shareholders in the calculation of earnings per share. The Company recorded $232 in preferred dividends during the year ended* December 31, 2025.*

Conversion Features

The Series A Preferred is convertible at the option of the holders at any time into shares of common stock at a conversion price of $3.00 per share, subject to customary anti-dilution adjustments. The number of shares issuable upon conversion is determined by dividing the applicable liquidation preference by the conversion price. The Series A Preferred is initially convertible into an aggregate of 10,000,000 shares of common stock, subject to beneficial ownership limitations and available authorized shares.

On or after thethird anniversary of the issuance date, the Company* may*elect to require conversion of all outstanding shares if specified financial and market price conditions are satisfied.

The Company evaluated the embedded conversion features under ASC815, Derivatives and Hedging, and concluded that bifurcation wasnot required as the conversion feature is clearly and closely related to the equity-like host instrument and qualifies for the conventional convertible scope exception.

F-24

Redemption Rights

A fundamental transaction includes, among other events, a merger, consolidation, sale of substantially all assets, tender offer resulting in a change of control, recapitalization or similar transaction (a “Fundamental Transaction”). Upon the occurrence of a Fundamental Transaction, holders are entitled to receive the greater of (i) the liquidation preference, including accrued dividends, or (ii) the amount they would have received on an as-converted basis.

Since the redemption of the Series A Preferred is contingently or optionally redeemable and thereforenot certain to occur, the Series A Preferred isnot required to be classified as a liability under ASC480, Distinguishing Liabilities from Equity. As the Series A Preferred is redeemable in certain circumstances at the option of the holder and is redeemable in certain circumstances upon the occurrence of an event that isnot solely within the Company’s control, the Company has classified the Series A Preferred in temporary equity in the consolidated balance sheets. Because redemption is contingent andnot currently probable, the Company hasnot accreted the carrying value to the redemption amount as of* December 31, 2025.*

Registration Rights

In connection with the issuance, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) requiring the Company to file and maintain an effective registration statement covering the resale of the shares of common stock issuable upon conversion. The Registration Rights Agreement provides for liquidated damages of up to 6% of the aggregate purchase price in the event of certain registration failures. As of* December 31, 2025,*no liability has been recorded related to these provisions.

NOTE10: ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

As of* December 31, 2025and2024,* accrued expenses and other current liabilities consisted of the following:

NOTE11: DEBT

Debt consisted of the following:

Deferred financing costs related to the New Revolving Credit Facility and Revolving Credit Facility of $435 and $243 as of* December 31, 2025and2024,* respectively, are included in other non-current assets on the consolidated balance sheets.

Prior Credit Agreement

On* May 23, 2024,the Company entered into a secured credit agreement (the “Prior Credit Agreement”) with First Merchants Bank (“FMB”) which provided the Company with athree*-year secured revolving credit facility of up to $22,100 (the “Revolving Credit Facility”), with an uncommitted accordion feature that provided for additional borrowing capacity of up to $5,000, subject to FMB’s approval and other customary terms and conditions set forth in the Prior Credit Agreement. The Revolving Credit Facility has a maturity date of* May 23, 2027,*and the Company is required to pay the entire unpaid principal balance of the Revolving Credit Facility on the maturity date, subject to any earlier default under the Prior Credit Agreement. The facility bore a floating interest rate tied to the secured overnight financing rate (“Term SOFR”) as administered by the New York Federal Reserve Board (“NYFRB”) plus applicable margins. The Prior Credit Agreement was secured by substantially all assets of the Company; subject to a borrowing base formula based on eligible accounts and inventory; and contained certain financial covenants including an accelerated repayment of all unpaid principal and interest due on demand upon an event of default.

F-25

The Company incurred $306 of deferred financing costs in connection with the Revolving Credit Facility that were capitalized and recorded as other non-current assets within the Company’s consolidated balance sheet as of* December 31, 2024.*Deferred financing costs were amortized as interest expense on a straight-line basis over the term of the Revolving Credit Facility.

On* May 12, 2025,the Company entered into an amendment to the Prior Credit Agreement to modify the financial covenant related to the Senior Funded Debt to EBITDA ratio, effective March 31, 2025.Pursuant to the amendment, the Company was required to maintain a Senior Funded Debt to EBITDA ratio of less than 4-to-1 through June 30, 2025,and less than 3.75-to-1 beginning in the quarter ending September 30, 2025*and thereafter.

On* July 24, 2025,the Company entered into asecond* amendment to the Prior Credit Agreement to amend the borrowing base used to determine the availability of the Company’s revolving line of credit under the Prior Credit Agreement, effective* June 30, 2025.The borrowing base (“Borrowing Base Margin”) was a percentage based on the difference between (a) the sum of the net orderly liquidation value of certain contracts of the Company eligible for inclusion; and (b) reserves required by FMB, in each case as determined in accordance with the Prior Credit Agreement. The amendment provided that the Borrowing Base Margin equal (i)95% from June 30, 2025through September 29, 2025, (ii)90% from September 30, 2025through October 30, 2025,and (iii)85% on and after October 31, 2025.*

During the years ended* December 31, 2025and2024,* the Company recorded amortization of deferred financing costs on the Revolving Credit Facility of $61 and $63, respectively, in the Company’s consolidated statements of operations.

Amended and Restated Credit Agreement

On* November 6, 2025 (the “Refinancing Date”), the Company and certain of its subsidiaries entered into the Amended and Restated Credit Agreement (the “Amended Credit Agreement”), with FMB acting as agent (“Agent”), and a new syndicate of lenders (“Lenders”) which included FMB andtwo* additional creditors, Northwest Bank (“NWB”) and Axos Bank (“Axos”; together with NWB, the “New Lenders”). In the ordinary course of its business, Agent has performed and* maycontinue to perform commercial banking and financial services for the Company for which it has received and will continue to receive customary fees and expenses. The Amended Credit Agreement provides the Company, CDMI and CDMUS (collectively, “Borrowers”) withtwo* debt facilities, including athree-year term loan of $36,000 (the “Term Loan”) and athree-year revolving debt arrangement of up to $22,500 (the “New Revolving Credit Facility”). The Term Loan and New Revolving Credit Facility in the Amended Credit Agreement both have maturity dates of* November 6, 2028 (*the “Maturity Date”) and are secured by all the assets of the Borrowers.

The Borrowers are required to pay monthly principal payment installments on the Term Loan equal to $300 on thefirst day of each successive calendar month following the Refinancing Date, which commenced on* December 1, 2025to the Agent; provided, however, that the last installment shall be due and payable on the Maturity Date (ifnot* paid earlier) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Term Loan (the “Final Term Loan Payment”). In accordance with the Amended Credit Agreement, any voluntary pre-payments of the Term Loan will be applied to the Final Term Loan Payment. Additionally, monthly interest payments for both facilities of the Amended Credit Agreement are due and payable on thefirst day of each successive calendar month following the Refinancing Date, which commenced on* December 1, 2025,at a rate equal to the sums of (a) theone*-month Term SOFR, (b) base rate of 0.11%; and (c) a floating margin ranging between (i)2.75% to 3.25% for the New Revolving Credit Facility, or (ii)3.00% to 3.50% for the Term Loan, in each case adjusted quarterly based upon the Company’s Senior Funded Debt to EBITDA Ratio (as defined in the Amended Credit Agreement). The floating margin is computed as follows:

The Amended Credit Agreement also includes a letter of credit sub-facility under which the Lenders* may*issue commercial or standby letters of credit that reduce the availability under the New Revolving Credit Facility and for which the Borrowers pay a fee equal to the applicable margin on the stated amount of each letter of credit, and a swing line sub-facility that permits short-term advances by FMB, as swing line lender, which are subsequently settled among the loan syndicate as revolving credit advances. All outstanding amounts under the letter of credit sub-facility and swing-line facility are due and payable in full on the Maturity Date or earlier upon an event of default or voluntary termination of commitments.

F-26

Further, the Amended Credit Agreement requires Borrowers to comply with certain financial covenants on a quarterly basis related to the Fixed Charge Coverage Ratio and Senior Funded Debt to EBITDA Ratio (each as defined in the Amended Credit Agreement). The Amended Credit Agreement also includes certain restrictive covenants and, among other things and subject to certain exceptions and qualifications, limits the Borrowers and any of their subsidiaries’ abilities to: (i) make certain restricted payments, (ii) enter into agreements that create liens other than liens securing the Amended Credit Facility and related documents, and certain other permitted liens, (iii) incur or guarantee additional indebtedness, (iv) engage in liquidations, mergers or amalgamations, (v) dispose of certain assets, and (vi) engage in certain transactions with affiliates. The Amended Credit Agreement also contains certain customary representations and warranties, affirmative covenants and events of default. Upon any events of default which include, among others, failure to make payments of principal, interest or fees when due, the Agent, among other remedies,* may (or upon the written request of the Required Lenders (as defined in the Amended Credit Agreement) shall) suspend or terminate the revolving loan commitments, accelerate all outstanding obligations under both the Term Loan and New Revolving Credit Facility, increase the applicable interest rate by 2.0% per annum to the default rate, and/or require cash collateralization of the Company’s assets and letters of credit. As of December 31, 2025,*the Borrowers remained compliant with the terms of the Amended Credit Agreement.

In accordance with ASC470, Debt, the syndicated loan facilities embedded in the Amended Credit Agreement were accounted for as (i) new indebtedness comprised of the Term Loan, (ii) new indebtedness comprised of the New Revolving Credit Facility with the New Lenders, and (iii) a modification of the Revolving Credit Facility under the Prior Credit Agreement with FMB as an existing Lender. The Company accounted for the modification by performing the borrowing capacity test to determine that the borrowing capacity with FMB as an existing Lender decreased by approximately 15.6%. The Company then recorded a loss on the modification of $24 which was equal to 16% of existing deferred financing costs immediately prior to the modification. The remaining portion of deferred financing costs of $132 was carried forward to the New Revolving Credit Facility. The Company also incurred additional financing costs in aggregate of $850 which was allocated on a pro-rata basis to (a) the Term Loan facility of $523, which is amortized as interest expense over the term using the effective interest method and included within Term Debt on the Company’s consolidated balance sheets; and (b) the New Revolving Credit Facility of $327, which is amortized as interest expense over the term using the straight-line method and included within other non-current assets on the Company’s consolidated balance sheets.

During the year ended* December 31, 2025,the Company recorded amortization of debt discount on the Term Loan of $27 and amortization of deferred financing costs on the New Revolving Credit Facility of $50 in the Company’s consolidated statements of operations. As of December 31, 2025,*the Company had remaining unamortized debt discount on the Term Loan of $497 and deferred financing costs on the New Revolving Credit Facility of $435.

Promissory Note

The Promissory Note was issued on* March 14, 2025as part of the Settlement Agreement to resolve the contingent consideration liability. It is an unsecured obligation of the Company. The Promissory Note bears interest at a fixed annual rate of 14.0% (the “Interest Rate”). In the event of a default (as defined in the Promissory Note), or during any period of non-payment caused by restrictions under the Subordination Agreement (as defined below), the interest rate increases to 17.0% per annum (the “Default Rate”). The Promissory Note requires monthly payments of interest only commencing April 14, 2025and continuing through September 14, 2025.Commencing October 14, 2025,the Company is required to pay principal and interest in accordance with an amortization schedule that requires equal monthly payments of $109 on the14th* day of each calendar month through maturity on* September 14, 2027.On the maturity date, the Company is required to make a final balloon payment of $2,277, representing the remaining principal and accrued but unpaid interest outstanding at maturity. As of December 31, 2025,the Company is in compliance with the monthly required payments and there have beenno* events of default.

The principal balance of the Promissory Note (together with accrued but unpaid interest on such amounts)* may*be prepaid in whole or in part at any time prior to maturity, subject to the Company’s payment of a make-whole payment with such prepayment. The make-whole payment is equal to the aggregate monthly payments of interest on the prepayment amount that would be due after the prepayment date and through the maturity date, using the percentage, if any, by which the Interest Rate exceeds a prescribed “yield maintenance treasury rate.”

The Stockholders’ Representative’s rights under the Promissory Note are subject to a Subordination Agreement dated of* March 14, 2025,*by, and among, the Company, Reflect, First Merchants Bank and the Stockholders’ Representative (the “Subordination Agreement”). Under the terms of the Subordination Agreement, during any period in which an event of default existed under the Prior Credit Agreement, the Company was prohibited from making any payments on the Promissory Note unless FMB provided prior written consent, and the Stockholders’ Representative was prohibited from accepting or enforcing any payments during the subordination period.

NOTE12: COMMITMENTS AND CONTINGENCIES

The Company isnot party to any material legal proceedings, other than ordinary routine litigation incidental to the business, and there wereno other such proceedings pending during the period covered by this Report.

F-27

NOTE13: INCOME TAXES

The composition of (loss) income before income tax expense for the years ended* December 31, 2025and2024* was as follows:

Income tax expense consisted of the following:

The income tax expense includes federal and state income taxes currently payable and those deferred or prepaid because of temporary differences between financial statement and tax bases of assets and liabilities. The Company records income taxes under the liability method. Under this method, deferred income taxes are recognized for the estimated future tax effects of differences between the tax bases of assets and liabilities and their financial reporting amounts based on enacted tax laws.

A reconciliation (reflective of the provisions of ASU2023-09) of the statutory income tax rate to the effective income tax rates as a percentage of income before income taxes is as follows:

State taxes in Texas in2024* and2025 made up the majority (greater than50%) of the tax effect in this category.

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Cash paid for income taxes, net of refunds received, consisted of the following:

The net deferred tax assets and liabilities recognized in the accompanying consolidated balance sheets, determined using the income tax rate applicable to each period, consisted of the following:

The Company’s income tax provision for the year ended* December 31, 2025was significantly impacted by the acquisition of CDM on November 7, 2025.*The acquisition resulted in the recognition of deferred tax assets and liabilities related to the fair value adjustments of acquired assets and assumed liabilities, including identifiable intangible assets.

The Company recorded net deferred tax liabilities of $2,215 related to the acquisition, primarily attributable to book-tax basis differences in acquired intangible assets, partially offset by deferred tax assets related to net operating loss carryforwards.

In connection with the acquisition, the Company recognized a $3,550 increase in valuation allowance against certain acquired deferred tax assets, primarily related to foreign net operating losses for which realization isnot considered more likely thannot.

As of* December 31, 2025,the Company hadno reserves recorded as a liability for unrecognized tax benefits for U.S. federal and state tax jurisdictions. There wereno unrecognized tax benefits as of December 31, 2025*that, if recognized, would affect the tax rate. It is the Company’s policy to accrue interest and penalties related to liabilities for income tax contingencies in the provision for income taxes.

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The acquisition of CDM didnot result in the recognition of any uncertain tax positions and, as of* December 31, 2025,*the Company hadno accrued interest or penalties related to uncertain tax positions.

The Company’s deferred tax assets are primarily related to net federal, state, and foreign operating loss carryforwards (“NOLs”). As of* December 31, 2025,the Company has federal net operating loss carryforwards of $36,923, of which, $13,817 have an indefinite carryforward period but are subject to limitation on usage such that they cannot be utilized to offset more than80%* of taxable income in a given tax year. The Company has foreign net operating loss carryforwards of $10,097 which have atwenty-year carryforward period, federal contribution carryforwards of $13 which have afive-year carryforward period, and state net operating loss carryforwards of $1,150 expiring between2026 and2045. The federal statute of limitations remains open for tax years 2022 through2024 and state tax jurisdictions generally have statutes of limitations open for tax years 2021 through2024.

We have substantial NOLs that are limited in usage by IRC Section382. IRC Section382 generally imposes an annual limitation on the amount of NOLs that* may*be used to offset taxable income when a corporation has undergone significant changes in stock ownership within a statutory testing period. As a result of the acquisition, the Company acquired foreign net operating loss carryforwards which are subject to limitation under the Canadian tax regime. A valuation allowance has been recorded against a portion of these acquired foreign losses due to uncertainty regarding realizability.

We have performed a preliminary analysis of the annual NOL carryforwards and limitations that are available to be used against taxable income. Based on the history of losses of the Company, there continues to be a partial valuation allowance against the net deferred tax assets of the Company.

NOTE14: WARRANTS

On* March 14, 2025,as part of the contingent consideration settlement described in Note5,* the Company issued to the former Reflect stockholders, in their capacities as selling stockholders andnot as outside investors, the Settlement Warrants to purchase their pro rata share of an aggregate of 777,800 shares of the Company’s common stock at an exercise price equal to $3.25 per share, subject to adjustment for stock dividends, distributions, subdivisions, combinations, or reclassifications. The Settlement Warrants are exercisable immediately and expiresix years from the date of issuance. They* maybe exercised for cash or, at the holder’s election, on a cashless (net settlement) basis. The Company evaluated the Settlement Warrants under ASC815*-40, Derivatives and Hedging - Contracts in Entity’s Own Equity, and concluded that the Settlement Warrants meet the criteria for equity classification. As such, the Settlement Warrants arenot subject to remeasurement. Accordingly, the fair value of the Settlement Warrants at issuance was recorded as a component of additional paid-in capital within shareholders’ equity. The fair value of the Settlement Warrants was estimated at $1.34 per share as of the issuance date, using the Black-Scholes option pricing model. Key assumptions included: expected volatility of 94%, expected term of 6 years (matching the exercise term), risk-free interest rate of 4.15%, dividend yield of 0%, and the Company’s stock price of $1.88 as of the valuation date.

The following is a summary of warrants accounted for as equity instruments in the Company's consolidated financial statements for the year ended* December 31, 2025:*

All outstanding warrants were fully vested as of* December 31, 2025.*

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NOTE15: STOCK-BASED COMPENSATION

A summary of outstanding options as of* December 31, 2025*is included below:

Time Vesting Options

Performance Vesting Options

Market Vesting Options

The weighted average remaining contractual life for options exercisable is 5.48 years as of* December 31, 2025.No options were exercised during2025.* The aggregate intrinsic value of stock options outstanding and exercisable as of* December 31, 2025*was approximately $252,000 and zero, respectively.

There are 2,000,000 shares authorized for issuance under the Company's2014 Stock Incentive Plan (the*“2014* Plan”). There are 1,475,564 options outstanding under the2014 Plan as of* December 31, 2025.The Company’s ability to issue new awards under its2014* Plan expired in2023.

On* October 18, 2024,the Company’s shareholders approved the Company’s2023* Stock Incentive Plan (the*“2023* Plan”), which authorizes the issuance of up to 2,500,000 shares. There are 1,064,000 options outstanding under the2023 Plan as of* December 31, 2025.*

Employee Awards

On* April 1, 2025,the Company granted stock options to purchase an aggregate of 567,500 shares of common stock to employees pursuant to the Company’s2023* Plan, which was previously approved by shareholders. The options have an exercise price of $1.95 per share, equal to the closing market price of the Company’s common stock on the grant date. The options vest in equal annual installments over athree-year period, subject to continued service through each vesting date, and expireten years from the date of grant. The Company determined the grant-date fair value using the Black-Scholes option pricing model with key assumptions including expected volatility of 96%, expected term of 6.5 years, risk-free interest rate of 4.00%, dividend yield of 0%, and the Company’s stock price of $1.95 as of the valuation date. The awards will be recognized as stock-based compensation expense on a straight-line basis over the requisite service period in accordance with ASC718 Compensation - Stock Compensation(ASC718), based on the grant-date fair value of the options.

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On* June 2, 2025,the Company granted stock options to purchase an aggregate of 378,000 shares of common stock to employees under the2023* Plan. The options have an exercise price of $3.05 per share, equal to the closing market price of the Company’s common stock on the grant date. The options vest in equal annual installments over athree-year period, subject to continued service through each vesting date, and expireten years from the date of grant. The Company determined the grant-date fair value using the Black-Scholes option pricing model with key assumptions including expected volatility of 94%, expected term of 6.5 years, risk-free interest rate of 4.17%, dividend yield of 0%, and the Company’s stock price of $3.05 as of the valuation date. The awards will be recognized as stock-based compensation expense on a straight-line basis over the requisite service period in accordance with ASC718 based on the grant-date fair value of the options.

On* June 2, 2025,the Company accelerated the vesting of the market-vesting options to purchase 733,334 shares of common stock. Prior to such acceleration, the vesting of these options depended on the Company’s share price meeting various price targets. One such share price target was an amount equal to the “Guaranteed Price,” as such term is defined in the Merger Agreement by and among the Company, Reflect, CRI Acquisition Corporation, a Delaware corporation, and RSI Exit Corporation, a Texas corporation and representative of the former stockholders of Reflect (“RSI”). On March 14, 2025,the Company and RSI settled and resolved a dispute related to the Guaranteed Consideration. On June 2, 2025,in consideration of the efforts in resolving and settling such dispute, the Compensation Committee of the Company fully vested the 733,334 options. As a result of the amendment and corresponding vesting, the Company recognized stock compensation expense of $1,149 during the year ended December 31, 2025.*

On* July 3, 2025,the Company granted 575,000 restricted stock units to employees under the2023* Plan. The restricted stock units vest inthree equal installments over a period ofthree years, subject to continued service through the applicable vesting dates. The grant date fair value of the restricted stock units was estimated at $3.30 per share based on the closing price of the Company’s common stock on the grant date. During the year ended* December 31, 2025,50,000 of these restricted stock awards were forfeited. The awards will be recognized as stock-based compensation expense over the requisite service period in accordance with ASC718* based on the grant-date fair value of the options.

On* September 15, 2025,the Company granted stock options to purchase an aggregate of 15,000 shares of common stock to employees under the2023* Plan. The options have an exercise price of $2.31 per share, equal to the closing market price of the Company’s common stock on the grant date. The options vest in equal annual installments over athree-year period, subject to continued service through each vesting date, and expireten years from the date of grant. The Company determined the grant-date fair value using the Black-Scholes option pricing model with key assumptions including expected volatility of 94%, expected term of 6.5 years, risk-free interest rate of 3.75%, dividend yield of 0%, and the Company’s stock price of $2.31 as of the valuation date. The awards will be recognized as stock-based compensation expense over the requisite service period in accordance with ASC718 based on the grant-date fair value of the options.

On* November 20, 2025,the Company granted stock options to purchase an aggregate of 110,000 shares of common stock to employees under the2023* Plan. The options have an exercise price of $2.73 per share, equal to the closing market price of the Company’s common stock on the grant date. The options vest in equal annual installments over athree-year period, subject to continued service through each vesting date, and expireten years from the date of grant. The Company determined the grant-date fair value using the Black-Scholes option pricing model with key assumptions including expected volatility of 94%, expected term of 6.5 years, risk-free interest rate of 3.75%, dividend yield of 0%, and the Company’s stock price of $2.73 as of the valuation date. The awards will be recognized as stock-based compensation expense over the requisite service period in accordance with ASC718 based on the grant-date fair value of the options.

On* December 1, 2025,the Company granted stock options to purchase an aggregate of 100,000 shares of common stock to employees under the2023* Plan. The options have an exercise price of $2.89 per share, equal to the closing market price of the Company’s common stock on the grant date. The options vest in equal annual installments over athree-year period, subject to continued service through each vesting date, and expireten years from the date of grant. The Company determined the grant-date fair value using the Black-Scholes option pricing model with key assumptions including expected volatility of 94%, expected term of 6.5 years, risk-free interest rate of 3.75%, dividend yield of 0%, and the Company’s stock price of $2.89 as of the valuation date. The awards will be recognized as stock-based compensation expense over the requisite service period in accordance with ASC718 based on the grant-date fair value of the options.

The weighted average grant date fair value of employee stock options granted during2025 was $2.05. Stock-based compensation expense recognized related to stock options and restricted stock units to employees (including the expense described above related to the market-vesting options) for the years ended* December 31, 2025and2024* was $2,118 and $13, respectively, and is included in general and administrative expenses in the consolidated financial statements.

As of* December 31, 2025,*there was $2,950 of total unrecognized compensation expense related to unvested share-based awards, which is expected to be recognized over a weighted average period of approximately 2.5 years.

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Director Awards

Compensation expense recognized for the issuance of stock options awarded to our Board of Directors for the years ended* December 31, 2025and2024* was $165 and $0, respectively, and was included in general and administrative expenses in the consolidated financial statements. As of* December 31, 2025,*there was $0 unrecognized compensation expense related to share-based awards to directors.

NOTE16: SEGMENT REPORTING

We currently operate inone reportable segment, marketing technology solutions. The marketing technology solutions segment generates revenue throughfour primary sources which includes (1) hardware sales from reselling digital signage hardware from original equipment manufacturers, (2) services from helping customers design, deploy, and manage their digital signage and ad-based networks, (3) recurring subscription licensing and support revenue from our digital signage and ad-tech software platforms, which are generally sold via a SaaS model, and (4) selling digital out-of-home (DOOH) advertising on infrastructure it owns or operates at retail malls, shopping centers, office buildings, and other commercial properties.

Our Chief Executive Officer is our chief operating decision maker (the “CODM”). Our CODM evaluates performance and makes operating decisions about allocating resources based on financial data presented on a consolidated basis, accompanied by information about revenue disaggregated by service. Our CODM uses the segment information primarily to evaluate the profitability and strategic growth potential of the segment. The reported measures of profit or loss are benchmarked against historical performance and market expectations. Based on this analysis, the CODM determines whether ornot to invest in new technology or reallocate operating expenses - namely personnel. In addition, the CODM reviews supplementary metrics such as disaggregated revenue as disclosed in Note4, Revenue Recognition, and customer growth to ensure that our strategic decisions are aligned with long-term performance goals.

The measure used by our CODM to assess performance and make operating decisions is net loss as reported on our consolidated statements of operations. Significant segment expenses are reported as total expenses on the consolidated statements of operations. Segment assets are disclosed in the consolidated balance sheets.

Significant Customers

We hadone customer that accounted for 10% of revenue for the year ended* December 31, 2025.Three customers accounted for 15%,13% and 10% of revenue for the year ended December 31, 2024.*

We hadone customer that accounted for 12% of accounts receivable as of* December 31, 2025andone customer that accounted for 16% of accounts receivable as of December 31, 2024.*

Revenues by Geographical Area

The following table summarizes our revenue recognized in the consolidated statements of operations by geographical area:

Significant Vendors

We hadthree vendors that accounted for 30%,18% and 10% of outstanding accounts payable as of* December 31, 2025andtwo vendors that accounted for 27% and 10% of outstanding accounts payable as of December 31, 2024.*

Long Lived Assets by Geographical Region

The following table sets forth our long-lived assets by geographic area, which consists of property and equipment, net and operating and finance lease right-of-use assets:

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NOTE17: LEASES

The Company's lease portfolio is primarily comprised of operating leases for office space and finance leases for computer equipment and DOOH media assets from the acquisition of CDM. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on whether the contract conveys the right to control the use of identified property or equipment for a period of time in exchange for consideration. Leases are classified as operating or finance leases at the commencement date of the lease. Leases* mayincludeone* or more options to renew. We donot assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement. Our lease agreements donot contain any material residual value guarantees or material restrictive covenants.

The Company determines the discount rate used to measure lease liabilities based on the rate implicit in the lease, if readily determinable. If the implicit rate isnot available, the Company uses its incremental borrowing rate, which is determined based on the rate at which the Company could borrow on a collateralized basis over a similar term and in a similar economic environment to the lease.

Leases Acquired from the Acquisition of CDM

The Waterloo Office

The Company acquired an operating lease for approximately 14,917 square feet of office space in a commercial building located in Waterloo, Ontario (the “Waterloo Office”), which is used for CDM’s operating activities. The lease was originally effective on* November 15, 2013and has been renewed until January 14, 2029.In accordance with ASC805* and ASC842, the Company remeasured the lease as of the acquisition date and recognized a ROU asset and corresponding lease liability of approximately $571, discounted using the Company’s IBR of 8.0%. The lease doesnot meet any of thefive classification criteria for a finance lease under ASC842-10-25-2. Accordingly, the lease is classified as an operating lease.

Cadillac Fairview

The Company acquired an embedded finance lease within a media mall agreement (the “Cadillac MSA”) entered into on* December 15, 2023,with Cadillac Fairview (“CF Fairview”). Under the Cadillac MSA, the Company was granted the exclusive right to install, operate, and manage a digital media sales network (“DMSN”) consisting of media advertising display assets (“Media Advertising Displays”) across seventeen CF Fairview-owned or managed shopping centers throughout Canada. The Cadillac MSA expires on December 31, 2028,and includes minimum annual guarantee (“MAG”) payments escalating from approximately $5,837 (CAD $8,000) in Year1* to $8,390 (CAD $11,500) in Year5, totaling approximately $37,210 (CAD $51,000) over the term. Additional variable consideration, consisting of a percentage fee of 75% of net revenue and a bonus fee of 5% of net revenue, capped at approximately $547 (CAD $750) per year, is excluded from the lease liability measurement as it doesnot meet the definition of fixed or in-substance fixed lease payments under ASC842. The Company analyzed the Cadillac MSA on a portfolio basis, treating theseventeen locations as a single lease, as the agreement applies jointly and severally to all properties. The lease term represents substantially all of the remaining economic life of the underlying Media Advertising Display assets, thereby satisfying the classification criterion under ASC842-10-25-2(c). Accordingly, the lease is classified as a finance lease. The Company recognized a ROU asset and corresponding lease liability of approximately $22,142 as of the acquisition date, discounted using the Company’s IBR of 8.0%. The ROU asset is amortized on a straight-line basis over the remaining term of approximately 3.0 years, with amortization recorded as a component of cost of sales, as the lease payments are directly associated with the fulfillment of the Company’s digital media advertising revenue contracts. Interest expense is recognized using the effective interest method over the lease term.

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Cominar Real Estate Investment Trust

The Company acquired an embedded finance lease within a media mall agreement (the “Cominar MSA”) entered into on* December 22, 2023,with Cominar Real Estate Investment Trust (“Cominar”). Under the Cominar MSA, the Company was granted the exclusive right to install, operate, and manage a DMSN consisting of Media Advertising Displays across five shopping mall complexes in the Province of Québec. The Cominar MSA expires on April 1, 2029.The Cominar MSA includes MAG provisions with minimum fixed payments of approximately $438 (CAD $600) per year. Variable consideration above the minimum fixed payments is excluded from the lease liability measurement as such amounts are contingent on future traffic volumes and donot* constitute fixed or in-substance fixed lease payments under ASC842. The Company analyzed the Cominar MSA on a portfolio basis, treating thefive locations as a single lease, as the agreement applies jointly and severally to all properties. Consistent with the Cadillac MSA, the lease term represents substantially all of the remaining economic life of the underlying Media Advertising Display assets, satisfying the classification criterion under ASC842-10-25-2(c), and the lease is accordingly classified as a finance lease. The Company recognized a ROU asset and corresponding lease liability of approximately $1,167 as of the acquisition date, discounted using the Company’s IBR of 8.0%. The ROU asset is amortized on a straight-line basis over the remaining term of approximately 3.3 years, with amortization recorded as a component of cost of sales, as the lease payments are directly associated with the fulfillment of the Company’s digital media advertising revenue contracts. Interest expense is recognized using the effective interest method over the lease term.

The following table summarizes the classification of operating and finance lease assets and liabilities in the Company's consolidated balance sheet as follows:

The following table summarizes the operating and financing lease expenses in the Company's consolidated statements of operations as follows:

The following table provides lease term and discount rate information related to operating and finance leases as follows:

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The following sets forth future minimum lease payments as follows:

Supplemental cash flow information and non-cash activity related to leases include the following:

In connection with the acquisition of CDM, the Company obtained right-of-use assets totaling $23,880 and assumed finance and operating lease liabilities of approximately $23,309 and $571, respectively, during the year ended* December 31, 2025.*

NOTE18: PROFIT-SHARING PLAN

We have a defined contribution401(k) retirement plans for eligible associates in the United States. Associates* may*contribute up to 15% of their pretax compensation to the plan subject to IRS limitations. The Company contributes an employer contribution match of 50% of employee wages up to 6%, for an effective match of 3%.

We have a Registered Retirement Savings Plan for eligible associates in Canada. Associates* may*contribute up to 18% of earned income reported on their tax return in the previous year, subject to legal contribution limits. The Company contributes an employer contribution match of 50% of employee wages up to 6%, for an effective match of 3%.

The Company contributed $341 and $288 to employee retirement plans for the year-ended* December 31, 2025and2024,* respectively.

NOTE19: SUBSEQUENT EVENTS

The Company has evaluated subsequent events occurring after the balance sheet date through the date the consolidated financial statements were issued and has determined that there wereno such events that would require recognition or disclosure in the financial statements.