SolarMax Technology, Inc.
For the period ended Dec 31, 2025. Filed Apr 6, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Apr 6, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
For the fiscal year ended December 31, 2025
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
Commission file number 001-41959
SolarMax Technology, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 26-2028786 |
|---|---|
| (State or other jurisdiction ofincorporation or organization) | (I.R.S. EmployerIdentification No.) |
| 3080 12th StreetRiverside, California | 92507 |
| (Address of Principal Executive Offices) | (Zip Code) |
(951)300-0788
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | SMXT | The Nasdaq Stock Market LLC |
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer,” "accelerated filer,” "smaller reporting company,” and "emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐ No ☒
State the aggregate market value of the voting and non-voting common equity held by nonaffiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $50,381,290, based on the closing price of the common stock on June 30, 2025.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes ☐ No ☐
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
The number of the registrant’s common stock outstanding as of March 31, 2026 was 56,906,572.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any annual report filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None.
Table of Contents
| Page | |||
|---|---|---|---|
| Part I | |||
| Item 1. Business | 5 | ||
| Item 1A. Risk Factors | 19 | ||
| Item 1B. Unresolved Staff Comments | 38 | ||
| Item 1C. Cybersecurity | 38 | ||
| Item 2. Properties | 39 | ||
| Item 3. Legal Proceedings | 39 | ||
| Item 4. Mine Safety Disclosures | 39 | ||
| Part II | |||
| Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 40 | ||
| Item 6. [ Reserved ] | 41 | ||
| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 42 | ||
| Item 7A. Quantitative and Qualitative Disclosures About Market Risk | 57 | ||
| Item 8. Financial Statements and Supplementary Data | 58 | ||
| Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures | 58 | ||
| Item 9A. Controls and Procedures | 58 | ||
| Item 9B. Other Information | 58 | ||
| Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections. | 58 | ||
| Part III | |||
| Item 10. Directors, Executive Officers and Corporate Governance | 59 | ||
| Item 11. Executive Compensation | 63 | ||
| Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters | 65 | ||
| Item 13. Certain Relationships and Related Transactions, and Director Independence | 66 | ||
| Item 14. Principal Accounting Fees and Services | 69 | ||
| Part IV | |||
| Item 15. Exhibits, Financial Statement Schedules | 70 | ||
| Signatures | 71 | ||
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the reasons described in "Item 1A. Risk Factors,” "Item 7. Management Discussion and Analysis of Financial Condition and Result of Operations,” and "Item 1. Business” sections of this annual report. In some cases, you can identify these forward-looking statements by terms such as "anticipate,” "believe,” "continue,” "could,” "depends,” "estimate,” "expects,” "intend,” "may,” "ongoing,” "plan,” "potential,” "predict,” "project,” "should,” "will,” "would” or the negative of those terms or other similar expressions, although not all forward-looking statements contain those words.
Our operations and business prospects are always subject to risks and uncertainties including, among others:
| · | Our ability to obtain any financing we may require; |
| · | Our ability to pay or finance our existing secured debt, including secured debt to related parties of $10.5 million, of which $5.5 million is current, and the convertible notes issued to the partners of the related parties pursuant to the EB-5 immigration regulations of approximately $15.2 million, of which we are in default with respect to convertible notes in the principal amount of $14.3 million, the potential market impact of any refinancing of the convertible notes or of our failure to pay or refinance these convertible notes, and the willingness of the limited partners of the related parties to accept future convertible notes in payment of their capital contribution in view of both our defaults on the existing convertible notes that were issued in respect of the capital contributions of other limited members and our low stock price; |
| · | The effect of both our default on $14.3 million principal amount, as of December 31, 2025, of EB-5 convertible notes, and of our failure to disclose the defaults in our financial statements for the years ended December 31, 2023 and 2024 and our quarterly filings, including the possible action by the noteholders in seeking payment of the principal and interest at the default interest rate of 12%, and any actions by purchasers of our common stock and others; |
| · | The failure to disclose the default in our prior financial statements constitutes a significant deficiency in our internal controls over financial statements presentation and disclosure which was remediated as of December 31, 2025. Although such significant deficiency does not constitute a material weakness in our internal controls, it may have an adverse impact on the market price of, and the market for, our common stock. |
| · | Our ability to enter into agreements for the construction of commercial solar installation as well as solar farms in China and to price such agreements in a manner to enable us to make a profit on the transaction; |
| · | The effect of our common stock price continuing to have a closing stock price of less than $1.00, in view of our having received notice from Nasdaq that we are not in compliance with the continued listing requirements that we maintain a closing bid price of at least $1.00, and if the closing bid price of our stock remains below $1.00, whether we will obtain stockholder approval for a reverse stock split, and the market price of and the market for our common stock if we effect a reverse split; |
| · | Our ability to develop our commercial and industrial solar based battery energy storage systems (“BESS”) pursuant to which we perform engineering, procurement and construction (“EPC”) services with respect to the projects and our ability to price our systems at a price which enables us to generate a profit; |
| · | The effect of inflation generally and the additional inflationary pressures resulting from the War against Iran and the actions taken by Iran in response, including the effect of such inflationary pressures on our EPC services under our BESS contracts which provide for a fixed price with no assurance that we will be able to obtain any price increases to offset any increased prices we may incur as a result of such inflationary pressure which may impact our ability to generate a profit from these services; |
| · | Our ability to collect the remaining $1.0 million receivable from State Power Investment Corporation Guizhou Jinyuan Weining Energy Co., Ltd (“SPIC”), which is a large state-owned enterprise under the administration of the Chinese government and which was the sole source of revenue for our China segment from mid-2019 through 2021,which receivable relates to services performed prior to 2022; |
| · | If we seek to develop business in China, whether we will generate any revenue from SPIC, and whether we will be able to attract new clients’ solar projects in China, failing which we may need to discontinue our China operations; |
| · | The availability of tax incentives and other benefits sufficient to justify a customer’s purchase of a solar system and the continuation of state government policies that encourage renewable energy such as solar with federal government terminating incentives for renewable energy; |
| · | Delays in our ability to purchase solar panels, batteries, and other raw materials for our EPC contracts, particularly our large-scale EPC contracts and our residential systems; |
| · | The effects of tariffs and changes in trade policy on components for solar and LED systems; |
| · | Our ability to comply with present and future laws and regulations of China if we seek to engage in business or have assets in China; |
| · | The ability of the solar user to sell excess power to local utility companies on reasonable terms, including the effect of the adoption by California of NEM 3.0 net metering laws on the market for residential solar systems in California; |
| · | Assumptions regarding the size of the available market, benefits of our products, product pricing, timing of product installations; |
| · | Our ability to implement an effective financing program with third party leasing companies that enable us to generate revenue from customers who desire to finance their purchase of a system from us; |
| · | Our dependence upon our chief executive officer; |
| · | Competition with both local utility companies and other companies offering electricity service as well as other solar energy companies; |
| · | The effect of changes in climate and weather patterns in the areas we serve, including the effects of increased wildfires and floods in California; |
| · | The effect that changes of government regulations affecting fossil fuel and renewable energy and trade and tariff policies have on the solar power industry; |
| · | Our ability to engage and retain qualified executive and management personnel as we seek to expand our operations in the United States and if we seek to recommence our operations in China; |
| · | Our ability to reduce our costs and expenses; |
| · | Our ability to operate profitably; |
| · | The effect of prices of raw materials, including solar panels, batteries, and our ability to source raw materials at reasonable prices and the effect on our costs of inflationary pressure and supply chain issues which may increase our cost without being able to pass on the increased cost to customers; |
| · | Our compliance with all applicable regulations; |
| · | Our ability to install systems in a timely manner; |
| · | Our ability to develop and maintain an effective system of disclosure controls and internal control over financial reporting, and our ability to produce timely and accurate financial statements and comply with applicable regulations; |
| · | Our ability to operate without infringing the intellectual property rights of others; |
| · | Our ability to comply with applicable secrecy laws; |
| · | The effect of general economic and financial conditions in the United States, China and the rest of the world as well as the relationship between the United States and China, including trade disputes between the United States and China, which could adversely affect our operations; |
| · | Other factors which affect the solar energy industry in general; |
| · | Any financing which we may seek not being subject to filing with the China Securities Regulatory Commission (“CSRC”) or, if filing is required, obtaining approval of the CSRC; |
| · | The effect of any other pandemic or epidemic and the steps taken by governments in California and China as well as other states in which we seek to develop commercial projects to address the pandemic or epidemic, including business closures; and |
| · | Other factors which affect companies in the solar and BESS industries |
The forward-looking statements in this annual report represent our views as of the date of this annual report. We anticipate that subsequent events and developments will cause our views to change. We have no current intention to update this information except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this annual report.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.