MANHATTAN BRIDGE CAPITAL, INC

Previous wording

The properties securing the loans are generally classified as residential or commercial real estate and, typically, are not income producing. Our loans are generally secured by a first mortgage lien on real estate. In addition, each loan is personally guaranteed by the principal(s) of the borrower, which guarantee may be collaterally secured by a pledge of the guarantor’s interest in the borrower. The face amount of the loans we originated in the past seven years ranged from $40,000 to a maximum of $3.6 million. Our lending policy limits the maximum amount of any loan to the lower of (i) 9.9% of the aggregate amount of our loan portfolio (not including the loan under consideration) and (ii) $4 million. Our loans typically have a maximum initial term of 12 months and bear interest at a fixed rate of 9% to 12% per year, except for one loan issued in June 2024, which had an initial interest rate of 11.5% that was reduced to 7.25% on January 2, 2025, for a period of up to one year. In addition, we usually receive origination fees or “points” ranging from 0% to 2% of the original principal amount of the loan as well as other fees relating to underwriting and funding the loan. Interest is always payable monthly, in arrears. In the case of acquisition financing, the principal amount of the loan usually does not exceed 75% of the value of the property (as determined by an independent appraiser) and in the case of construction financing, it is typically up to 80% of construction costs.

Current wording

The properties securing the loans are generally classified as residential or commercial real estate and, typically, are not income producing. Our loans are generally secured by a first mortgage lien on real estate. In addition, each loan is personally guaranteed by the principal(s) of the borrower, which guarantee may be collaterally secured by a pledge of the guarantor’s interest in the borrower. The face amount of the loans we originated in the past seven years ranged from $40,000 to a maximum of $3.6 million. Our lending policy limits the maximum amount of any loan to the lower of (i) 9.9% of the aggregate amount of our loan portfolio (not including the loan under consideration) and (ii) $4 million. Our loans typically have a maximum initial term of 12 months and bear interest at a fixed rate of 9% to 12.5% per year, except for one loan issued in June 2024, which had an initial interest rate of 11.5% that was reduced to 7.25% on January 2, 2025, for a period of up to one year. In addition, we usually receive origination fees or “points” ranging from 0% to 2% of the original principal amount of the loan as well as other fees relating to underwriting and funding the loan. Interest is always payable monthly, in arrears. In the case of acquisition financing, the principal amount of the loan usually does not exceed 75% of the value of the property (as determined by an independent appraiser) and in the case of construction financing, it is typically up to 80% of construction costs.

Previous wording

For the six month periods ended June 30, 2025 and 2024, the total amounts of $23,495,662 and $19,677,520, respectively, have been lent, offset by collections received from borrowers, under our commercial loans of $23,619,317 and $25,866,190, respectively.

Current wording

For the nine-month periods ended September 30, 2025 and 2024, the total amounts of $27,970,616 and $29,362,922, respectively, have been lent, offset by collections received from borrowers, under our commercial loans of $35,474,993 and $33,749,887, respectively.

Previous wording

At June 30, 2025, we were committed to $6,286,256 in construction loans that can be drawn by our borrowers when certain conditions are met.

Current wording

At September 30, 2025, we were committed to $4,871,256 in construction loans that can be drawn by our borrowers when certain conditions are met.

Previous wording

Total revenues for the three months ended June 30, 2025 were approximately $2,355,000 compared to approximately $2,443,000 for the three months ended June 30, 2024, a decrease of $88,000, or 3.6%. The decrease in revenue was primarily attributable to lower interest income, resulting from a reduction in loans receivable, period-over-period, partially offset by an increase of origination fees. For the three months ended June 30, 2025 and 2024, approximately $1,899,000 and $2,033,000, respectively, of our revenues were attributable to interest income on secured commercial loans that we offer to real estate investors, and approximately $456,000 and $411,000, respectively, of our revenues were attributable to origination fees on such loans. The loans are principally secured by collateral consisting of real estate and accompanied by personal guarantees from the principals of the borrowers.

Current wording

Total revenues for the three months ended September 30, 2025 were approximately $2,036,000 compared to approximately $2,313,000 for the three months ended September 30, 2024, a decrease of $277,000 or 12.0%. The decrease in revenue was primarily attributable to lower interest income, resulting from a reduction in loans receivable, period-over-period, and reduced origination fees, which were impacted by a slowdown in new loan originations. For the three months ended September 30, 2025 and 2024, approximately $1,770,000 and $1,953,000, respectively, of our revenues were attributable to interest income on secured commercial loans that we offer to real estate investors, and approximately $265,000 and $360,000, respectively, of our revenues were attributable to origination fees on such loans. The loans are principally secured by collateral consisting of real estate and accompanied by personal guarantees from the principals of the borrowers.

Previous wording

Interest and amortization of deferred financing costs for the three months ended June 30, 2025 were approximately $506,000 compared to approximately $603,000 for the three months ended June 30, 2024, a decrease of $97,000, or 16.1%. The decrease is primarily attributable to the decrease in interest expense due to lower SOFR rates and a reduction in borrowed amounts related to the use of the Webster Credit Line (See Note 5 to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q).

Current wording

Interest and amortization of deferred financing costs for the three months ended September 30, 2025 were approximately $422,000 compared to approximately $537,000 for the three months ended September 30, 2024, a decrease of $115,000, or 21.4%. The decrease is primarily attributable to the decrease in interest expense due to lower SOFR rates and a reduction in borrowed amounts related to the use of the Webster Credit Line (See Note 5 to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q).

Previous wording

General and administrative expenses for the three months ended June 30, 2025 were approximately $438,000 compared to approximately $434,000 for the three months ended June 30, 2024, an increase of $4,000. The increase is primarily attributable to increases in payroll expense and NYSE American listing fee, partially offset by a reduction in legal fees as well as costs related to the filing of our registration statement on Form S-3 incurred in 2024.

Current wording

General and administrative expenses for the three months ended September 30, 2025 were approximately $414,000 compared to approximately $380,000 for the three months ended September 30, 2024, an increase of $34,000, or 8.9%. The increase is primarily attributable to higher bank fees and NYSE American listing fee related to the Notes.

Previous wording

Six months ended June 30, 2025 compared to six months ended June 30, 2024

Current wording

Nine months ended September 30, 2025 compared to nine months ended September 30, 2024

Previous wording

Total revenues for the six months ended June 30, 2025 were approximately $4,629,000 compared to approximately $5,016,000 for the six months ended June 30, 2024, a decrease of $387,000, or 7.7%. The decrease in revenue was primarily attributable to lower interest income, resulting from a reduction in loans receivable, period-over-period. For the six months ended June 30, 2025 and 2024, revenues of approximately $3,733,000 and $4,175,000, respectively, were attributable to interest income on secured commercial loans that we offer to real estate investors, and approximately $896,000 and $841,000, respectively, were attributable to origination fees on such loans. The loans are principally secured by collateral consisting of real estate and accompanied by personal guarantees from the principals of the borrowers.

Current wording

Total revenues for the nine months ended September 30, 2025 were approximately $6,665,000 compared to approximately $7,330,000 for the nine months ended September 30, 2024, a decrease of $665,000, or 9.1%. The decrease in revenue was primarily attributable to lower interest income, resulting from a reduction in loans receivable, period-over-period, and reduced origination fees, which were impacted by a slowdown in new loan originations. For the nine months ended September 30, 2025 and 2024, revenues of approximately $5,504,000 and $6,128,000, respectively, were attributable to interest income on the secured commercial loans that we offer to real estate investors, and approximately $1,161,000 and $1,201,000, respectively, of our revenues were attributable to origination fees on such loans. The loans are principally secured by collateral consisting of real estate and accompanied by personal guarantees from the principals of the borrowers.

Previous wording

Interest and amortization of deferred financing costs for the six months ended June 30, 2025 were approximately $958,000 compared to approximately $1,294,000 for the six months ended June 30, 2024, a decrease of $336,000, or 26.0%. The decrease is primarily attributable to the decrease in interest expense due to lower SOFR rates and a reduction in borrowed amounts related to the use of the Webster Credit Line (see Note 5 to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q).

Current wording

Interest and amortization of deferred financing costs for the nine months ended September 30, 2025 were approximately $1,380,000 compared to approximately $1,831,000 for the nine months ended September 30, 2024, a decrease of $451,000, or 24.6%. The decrease is primarily attributable to the decrease in interest expense due to lower SOFR rates and a reduction in borrowed amounts related to the use of the Webster Credit Line (See Note 5 to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q).

Previous wording

General and administrative expenses for the six months ended June 30, 2025 were approximately $891,000 compared to approximately $845,000 for the six months ended June 30, 2024, an increase of $46,000, or 5.4%. The increase is primarily attributable to increases in payroll and appraisal expenses as well as NYSE American listing fee, partially offset by reductions in travel and meals expenses as well as costs related to the filing of our registration statement on Form S-3 incurred in 2024.

Current wording

General and administrative expenses for the nine months ended September 30, 2025 were approximately $1,305,000 compared to approximately $1,225,000 for the nine months ended September 30, 2024, an increase of $80,000, or 6.5%. The increase is primarily attributable to higher payroll and appraisal expenses, as well as NYSE American listing fee related to the Notes, partially offset by reductions in travel and meals expenses as well as costs related to the filing of our registration statement on Form S-3 incurred in 2024.

Previous wording

Net income for the six months ended June 30, 2025 was approximately $2,786,000 compared to approximately $2,885,000 for the six months ended June 30, 2024, a decrease of $99,000, or 3.4%. This decrease is primarily attributable to the decrease in interest income from loans, partially offset by the decrease in interest expense.

Current wording

Net income for the nine months ended September 30, 2025 was approximately $3,988,000 compared to approximately $4,285,000 for the nine months ended September 30, 2024, a decrease of $297,000, or 6.9%. This decrease is primarily attributable to the decrease in interest income, partially offset by the decrease in interest expense.

Previous wording

At June 30, 2025, we had cash of approximately $209,000, compared to cash of approximately $178,000 at December 31, 2024, not including restricted cash, which mainly represents collections received, pending clearance, from the Company’s commercial loans and is primarily dedicated to the reduction of the Webster Credit Line.

Current wording

At September 30, 2025, we had cash of approximately $186,000, compared to cash of approximately $178,000 at December 31, 2024, not including restricted cash, which mainly represents collections received, pending clearance, from the Company’s commercial loans and is primarily dedicated to the reduction of the Webster Credit Line.

Previous wording

For the six months ended June 30, 2025, net cash provided by operating activities was approximately $2,407,000, compared to approximately $2,425,000 for the six months ended June 30, 2024. The decrease in net cash provided by operating activities was primarily due to the decrease in net income and a larger increase in interest and other fees receivable on loans compared to the prior period, partially offset by an increase in deferred origination and other fees.

Current wording

For the nine months ended September 30, 2025, net cash provided by operating activities was approximately $3,806,000, compared to approximately $3,661,000 for the nine months ended September 30, 2024. The increase in net cash provided by operating activities was primarily due to more moderate changes in interest and fee receivables compared to the prior period, partially offset by lower net income.

Previous wording

For the six months ended June 30, 2025, net cash provided by investing activities was approximately $136,000, compared to approximately $6,410,000 for the six months ended June 30, 2024. Net cash provided by investing activities for the six months ended June 30, 2025 mainly consisted of the collection of our commercial loans of approximately $23,619,000, offset by the issuance of commercial loans of approximately $23,483,000. Net cash provided by investing activities for the six months ended June 30, 2024 mainly consisted of the collection of our commercial loans of approximately $25,866,000, offset by the issuance of commercial loans of $19,455,000.

Current wording

For the nine months ended September 30, 2025, net cash provided by investing activities was approximately $7,517,000, compared to approximately $4,727,000 for the nine months ended September 30, 2024. Net cash provided by investing activities for the nine months ended September 30, 2025 mainly consisted of the collection of our commercial loans of approximately $35,475,000, offset by the issuance of commercial loans of approximately $27,957,000. Net cash provided by investing activities for the nine months ended September 30, 2024, mainly consisted of the collection of our commercial loans of approximately $33,750,000 (not including a $50,000 holdback), offset by the issuance of commercial loans of $29,019,000.

Previous wording

For the six months ended June 30, 2025, net cash used in financing activities was approximately $2,536,000, compared to approximately $10,421,000 for the six months ended June 30, 2024. Net cash used in financing activities for the six months ended June 30, 2025 reflects dividend payments of approximately $2,631,000, partially offset by the net proceeds from the Webster Credit Line of approximately $95,000. Net cash used in financing activities for the six months ended June 30, 2024 reflects the partial repayment of the Webster Credit Line of approximately $7,807,000, dividend payments of approximately $2,603,000, repurchase of treasury shares of approximately $10,000 and deferred financing costs of approximately $2,000.

Current wording

For the nine months ended September 30, 2025, net cash used in financing activities was $11,325,000, compared to approximately $9,912,000 for the nine months ended September 30, 2024. Net cash used in financing activities for the nine months ended September 30, 2025 reflects the partial repayment of the Webster Credit Line of approximately $7,378,000 and dividend payments of approximately $3,946,000. Net cash used in financing activities for the nine months ended September 30, 2024 mainly reflects the partial repayment of the Webster Credit Line of approximately $5,982,000 and dividend payments of approximately $3,918,000.

Previous wording

Our Amended and Restated Credit and Security Agreement with Webster, Flushing Bank and Mizrahi provides for the Webster Credit Line. Currently, the Webster Credit Line provides us with a credit line of $32.5 million in the aggregate until February 28, 2026, secured by assignments of mortgages and other collateral. The interest rates relating to the Webster Credit Line equal (i) SOFR plus a premium, which rate aggregated approximately 7.9%, including a 0.5% agency fee, as of June 30, 2025, or (ii) a Base Rate (as defined in the Amended and Restated Credit Agreement) plus 2.00% and a 0.5% agency fee, as chosen by the Company for each drawdown.

Current wording

Our Amended and Restated Credit and Security Agreement with Webster, Flushing Bank and Mizrahi provides for the Webster Credit Line. Currently, the Webster Credit Line provides us with a credit line of $32.5 million in the aggregate until February 28, 2026, secured by assignments of mortgages and other collateral. The interest rates relating to the Webster Credit Line equal (i) SOFR plus a premium, which rate aggregated approximately 7.8%, including a 0.5% agency fee, as of September 30, 2025, or (ii) a Base Rate (as defined in the Amended and Restated Credit Agreement) plus 2.00% and a 0.5% agency fee, as chosen by the Company for each drawdown.

Previous wording

We were in compliance with all covenants of the Webster Credit Line, as amended, as of June 30, 2025. At June 30, 2025, the outstanding amount under the Amended and Restated Credit Agreement was $16,523,205. The interest rate on the amount outstanding fluctuates daily. The rate, including a 0.5% agency fee, was approximately 7.9% as of June 30, 2025.

Current wording

We were in compliance with all covenants of the Webster Credit Line, as amended, as of September 30, 2025. At September 30, 2025, the outstanding amount under the Amended and Restated Credit Agreement was $9,049,624. The interest rate on the amount outstanding fluctuates daily. The rate, including a 0.5% agency fee, was approximately 7.8% as of September 30, 2025.

Previous wording

The Notes are secured by a first priority lien on all of MBC Funding II’s assets, including, primarily, mortgage notes, mortgages and other transaction documents entered into in connection with first mortgage loans originated and funded by us, which MBC Funding II acquired from MBC pursuant to an asset purchase agreement. MBC Funding II may redeem the Notes, in whole or in part, at any time after April 22, 2019 upon at least 30 days prior written notice to the noteholders. The redemption price will be equal to the outstanding principal amount of the Notes redeemed plus the accrued but unpaid interest thereon up to, but not including, the date of redemption, without penalty or premium. No Notes were redeemed by MBC Funding II as of June 30, 2025.

Current wording

The Notes are secured by a first priority lien on all of MBC Funding II’s assets, including, primarily, mortgage notes, mortgages and other transaction documents entered into in connection with first mortgage loans originated and funded by us, which MBC Funding II acquired from MBC pursuant to an asset purchase agreement. MBC Funding II may redeem the Notes, in whole or in part, at any time after April 22, 2019 at least 10 days’ and not more than 20 days’ prior written notice to the Noteholders. The redemption price will be equal to the outstanding principal amount of the Notes redeemed plus the accrued but unpaid interest thereon up to, but not including, the date of redemption, without penalty or premium. No Notes were redeemed by MBC Funding II as of September 30, 2025; however, we plan to redeem the Notes prior to their maturity with proceeds from a replacement credit facility or the Webster Credit Line.

Previous wording

We expect that our current cash balances, the Amended and Restated Credit Agreement, as described above, and cash flows from operations will be sufficient to fund our operations over the next 12 months. We currently do not believe there will be any issues in extending the Webster Credit Line or securing a similar line from another bank before its expiration, and we plan to refinance the Notes prior to their maturity, though we cannot assure that we will be successful in doing so on favorable terms or at all. From time to time, we also receive short-term unsecured loans from our executive officers and others, providing us with the flexibility needed for the steady deployment of capital. However, we anticipate that our working capital requirements will increase in the coming 12 months as we continue to pursue growth under favorable conditions.

Current wording

We expect that our current cash balances, the Amended and Restated Credit Agreement, as described above, and cash flows from operations will be sufficient to fund our operations over the next 12 months. We currently do not believe there will be any issues in extending the Webster Credit Line or securing a similar line from another bank before its expiration, and we plan to redeem the Notes prior to their maturity with proceeds from a replacement credit facility or the Webster Credit Line, though we cannot assure you that we will be successful in doing so. From time to time, we also receive short-term unsecured loans from our executive officers and others, providing us with the flexibility needed for the steady deployment of capital. However, we anticipate that our working capital requirements will increase in the coming 12 months as we continue to pursue growth under favorable conditions.