Form 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 Commission File Number:001-40903 Securities registered pursuant to Section 12(b) of the Act: 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 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 SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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, or a smallerreporting company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerginggrowth company” in Rule 12b-2 of the Exchange Act. Large acceleratedfiler☐Accelerated filer☐Non-accelerated filer☒Smaller reportingcompany☒Emerginggrowthcompany☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic 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 theregistrant 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-basedcompensation 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☒ The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $40,659,512 asof the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2025), based upon the closing saleprice for the registrant’s common stock on that day as reported by The Nasdaq Capital Market. For purposes of this computation only,all executive officers and directors have been deemed affiliates. As of April 15, 2026, 1,967,588 shares of the registrant’s common stock, $0.00001 par value per share, were issued and outstanding. Table of Contents PART I – FINANCIAL INFORMATION1Item 1 Business1Item 1A Risk Factors10Item 1B Unresolved Staff Comments30Item 1-C Cybersecurity30Item 2 Properties31Item 3 Legal Proceedings31Item 4 Mine Safety Disclosures31PART II32Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities32Item 6 [Reserved]32Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations33Item 8 Financial Statements and Supplementary DataF-1Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure46Item 9A Controls and Procedures46Item 9B Other Information47Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections47PART III48Item 10 Directors, Executive Officers and Corporate Governance48Item 11 Executive Compensation52Item 12 Security ownership of Certain Beneficial Owners and Management and Related Stockholder Matters56Item 13 Certain Relationships and Related party Transactions, and Director Independence57Item 14 Principal Accounting Fees and Services60PART IV61Item 15 Exhibit and Financial Statement Schedules61 NOTE ABOUT FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K, including the sections titled “Management’s Discussion and Analysis of Financial Condition andResults of Operations” and “Risk Factors,” contains certain forward-looking statements within the meaning of Section 27A of theSecurities Act of 1933, as amended, and Section 21E of the Securiti