Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes appearing elsewhere in this Form 10-K. This discussion and other parts of this Form 10-K contain forward-looking statements that involve risks and uncertainties, such as statements regarding our plans, objectives, strategy, expectations, outlook, intentions, and projections. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the "Risk Factors" section of this Form 10-K. Please also see the section entitled "Cautionary Note Regarding Forward-Looking Statements" contained in this Form 10-K.

Overview

We have a series of advanced-safe-smart platform technologies. Our first and second-generation technologies enable light fixtures, ceiling fans and other electrically wired products to be installed safely and plugged into a ceiling's electrical outlet box within seconds, and without the need to touch hazardous wires. The plug and play technology method is a universal power-plug device that has a matching receptacle that is simply connected to the electrical outlet box on the ceiling, enabling a safe and quick plug and play installation of light fixtures and ceiling fans in just seconds. The plug and play power-plug technology eliminates the need of touching hazardous electrical wires while installing light fixtures, ceiling fans and other hardwired electrical products. In recent years, we have expanded the capabilities of our power-plug product to include advanced-safe and quick universal installation methods, as well as advanced-smart capabilities. The smart features include control of light fixtures and ceiling fans by the SkyHome App, through WIFI, Bluetooth Low Energy and voice control. It allows scheduling, energy savings eco mode, dimming, back-up emergency light, night light, light color changing and much more. Our third-generation technology is an all-in-one safe and smart-advanced platform that is designed to enhance all-around safety and lifestyle of homes and other buildings. Our products are designed to improve all around home and building safety and lifestyle. We are continuing to refine our products and began manufacturing certain advanced and smart products in 2023 and expect additional products, including the third-generation smart-advanced platform to be available in 2026. We expect to manufacture the additional product offerings within the next six months. We hold over 100 U.S. and global patents and patent applications and have received a variety of final electrical code approvals, including UL, United Laboratories of Canada (cUL) and Conformite Europeenne (CE), and 2017 and 2020 inclusion in the NEC Code Book.

We believe our total addressable market in the United States exceeds $500 billion, based on the Company's internal calculations derived from the estimation of the total target user pool, projected average selling price, and projected units per household. We believe there are billions of installations of light and other electrical fixtures globally. Our estimates of the addressable market for our products may prove to be incorrect. The projected demand for our products could differ materially from actual demand. Even if the total addressable market for our products is as large as we have estimated and even if we are able to gain market awareness and acceptance, we may not be able to penetrate the existing market to capture additional market share.

Monetary and trade policies impact in varying degrees our industry market participants (from manufacturer to user). The reaction(s) by the market participants to such policies or changes in policies may have an impact on our operations. Those policies, such as tariffs, increases in interest rates, supply and overhead costs and transportation costs, may adversely affect our operating results, and we may not be able to offset increased costs with increased sales price per unit, particularly as we work toward commercial manufacturing of our products. Although we do not believe that monetary and trade policies have had a material impact on our financial position or results of operations to date, we may experience some effect in the near future as we continue to navigate changes in such policies. In addition, we may be negatively impacted because of supply chain constraints, consequences associated with government regulations, ongoing and potential geopolitical conflicts, instability in the global banking system, employee availability and wage increases.

Recent Developments

During 2025 and January 2026, we generated proceeds of $5.6 million pursuant to our ATM, $29.3 million pursuant to issuance of shares of our common stock, $5.4 million pursuant to issuance of our preferred stock, and $5.3 million pursuant to the issuance of convertible notes.

We have expanded our product lines to include an all-in-one plug and play combined heater, fan, and lighting product which will eventually accommodate the integration of our smart and advanced products.

Results of Operations

Years Ended December 31, 2025 and 2024

		For the year ended December 31,								Increase/				Increase/ (Decrease)
		2025				2024				(Decrease)				%
Revenue		$	92,009,949			$	86,276,876			$	5,733,073				6.6	%
Cost of revenues			64,173,870				61,682,934				2,490,936				4.0	%
Selling and marketing expenses			25,701,665				25,353,172				348,493				1.4	%
General and administrative expenses			31,246,804				31,353,009				(106,205	)			(0.3	)%
Total expenses		$	121,122,339			$	118,389,115			$	3,164,224				23	%
Operating loss		$	(29,112,390	)		$	(32,112,239	)		$	2,999,849				(9.3	)%
Other expense
Interest expense, net			4,303,214				4,055,905				247,309				6.1	%
Gain on extinguishment of debt			-				(400,000	)			400,000				(100.0	)%
Total other expense, net		$	4,303,214			$	3,655,905			$	647,309				17.7	%
Net loss		$	(33,415,604	)		$	(35,768,144	)		$	2,352,540				(6.6	)%

Revenue

		For the year ended December 31,								Increase/				Increase/ (Decrease)
		2025				2024				(Decrease)				%
Revenue		$	92,009,949			$	86,276,876			$	5,733,073				6.6	%

The increase in revenues is primarily due to an increased number of units of lighting and heating products sold.

We believe that our revenues will be higher in 2026 than in 2025 primarily resulting from revenues from the sale of our advanced and smart products.

Cost of Revenues

		For the year ended December 31,								Increase/				Increase/ (Decrease)
		2025				2024				(Decrease)				%
Cost of revenues			64,173,870				61,682,934				2,490,936				4.0	%

The increase in cost of revenue is proportionate to the increase in revenues.

We believe that the cost of revenues will increase in 2026 compared to 2025, commensurate with an anticipated increase in revenues.

Selling and Marketing Expenses

		For the year ended December 31,								Increase/				Increase/ (Decrease)
		2025				2024				(Decrease)				%
Selling and marketing expenses		$	25,701,665			$	25,353,172			$	348,493				1.4	%

Selling and marketing expenses consist primarily of sales and marketing compensation as well as sales and marketing programs.

The selling and marketing expenses are relatively unchanged.

We believe that our selling and marketing expenses in 2026 will remain relatively unchanged compared to 2025.

General and Administrative Expenses

		For the year ended December 31,								Increase/				Increase/ (Decrease)
		2025				2024				(Decrease)				%
General and administrative expenses			31,677,804				31,353,009				324,795				1.0	%

General and administrative expenses consist primarily of an allocation of product development, finance, legal, human resources, including salaries, wages, and benefits, and depreciation and amortization, including share-based payments.

The increase in general and administrative expenses is primarily due to increased share-based payments of approximately $1.6 million during the second quarter of 2025.

We believe that our general and administrative expenses in 2026 will remain relatively unchanged compared to 2025.

Other Expense (Income)

		For the year ended December 31,								Increase/				Increase/ (Decrease)
		2025				2024				(Decrease)				%
Other expense
Interest expense, net			4,303,214				4,055,905				247,309				6.1	)%
Gain on extinguishment of debt			-				(400,000	)			400,000				(100.0	)%

The interest expense is relatively unchanged. We recognized a non-recurring gain on extinguishment of debt related to our royalty obligations during 2024, none of which occurred during 2025.

Liquidity and Capital Resources

We had $10.1 million and $15.5 million in cash and cash equivalents, and restricted cash, as of December 31, 2025 and 2024, respectively.

Historically, we have raised funds through the issuances of common stock, preferred stock, securities convertible into common stock and notes payable. We have raised funds through the sale of our common stock and preferred stocks for gross proceeds of $10.9 million pursuant to placements and offerings during 2025. We also generated gross proceeds of $29.3 million pursuant to the issuance of shares of our common stock during January 2026.

These offerings included shares sold pursuant to our ATM offering program which provides us with additional access to capital, as needed, subject to market conditions. During the fourth quarter of 2025, we issued 368,110 shares of common stock under such program. From inception through December 31, 2025, we issued 12,138,022 shares of common stock under such a program for net proceeds of $19,219,347, net of brokerage fees and legal fees of $779,508. As of March 2, 2026, there are no significant remaining amount to be used under the ATM offering program.

During the year 2025, we sold an aggregate of 214,000 shares of two series of preferred stock, resulting in total gross proceeds of $5.1 million, pursuant to (i) a Securities Purchase Agreement entered into with an accredited investor, pursuant to which such investor purchased an aggregate of 154,000 shares of Series A-1 Preferred Stock, at a purchase price of $25.00 per share, and (ii) a Securities Purchase Agreement entered into with certain accredited investors, pursuant to which such investors purchased an aggregate of 60,000 shares of Series A-2 Preferred Stock, at a purchase price of $25.00 per share.

Our future capital requirements will depend on many factors, including the Belami integration of operations, our revenue growth rate, expenditures related to our headcount growth and manufacturing, the timing and the amount of cash received from customers, the expansion of sales and marketing activities, the timing and extent of spending to support development efforts, the price at which we are able to purchase parts to incorporate in our product offerings, the introduction of platform enhancements, and the market adoption of our platforms. We may continue to enter into arrangements to acquire or invest in complementary businesses, products, and technologies. We may, because of those arrangements, or the general expansion of our business, be required to seek additional equity or debt financing. If we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations, and financial condition.

We owe approximately $18.8 million under fixed rate obligations as of December 31, 2025. In addition, we owe GE royalty payments which amounted to $1.3 million as of December 31, 2025.

On March 29, 2024, and as amended in June 2025, we entered into a letter agreement with Belami sellers, modifying certain obligations under the Stock Purchase Agreement. In connection with the letter agreement, the Company issued convertible promissory notes to each of the Sellers (the "Seller Note(s)") in substitution of an aggregate of $3,117,909 in cash due to the Sellers on the first anniversary of the Closing. Each Seller received a Seller Note in the amount of $1,039,303 on the same date. In addition to other customary terms, the Seller Notes bear annual interest at 10%, with interest and principal coming due on January, 2026, and can be converted by the Sellers at any time at $3.00 per share of our share of our common stock.

As common with companies having a similar cash conversion cycle as ours, when sales are converted into cash rapidly, often referred to as the "Dell Working Capital Model," we leverage our trades payable to finance our operations to lower our cost of capital, and accordingly, we have negative working capital. This negative working capital is partly inherent to the relatively quick turnaround of finished goods inventory, quicker collection of accounts receivables, and longer payment cycle of trades payable. Our net working capital deficit, which consists of accounts receivable, inventory, net of trades payable, amounted to $8.4 million and $6.8 million as of December 31, 2025, and 2024, respectively.

The designations of each class of Series A, A-1 and A-2 Preferred stock are relatively similar and are as follows:

	●	Cumulative dividend of 8% annually, 12% if paid after dividend date;
	●	Original issue price of $25 per share;
	●	Conversion option at the holder's option at $1.20 per share for Series A and A-1, $2 per share for Series A-2;
	●	Redemption at the price of $25 per share at the Company's option after 5 years within the holder's control for Series A and 3 years outside the holder's control for Series A-1 and A-2, or upon change of control;
	●	Voting rights on as converted basis.

Please see below a summary of the primary components of our cash used in or provided by operating investing and financing activities during 2025 and 2024.

		2025				2024
Operations:
Net loss		$	(33,415,604	)		$	(35,768,144	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization			4,320,338				5,185,706
Amortization of debt discount			1,113,996				1,211,974
Non-cash equity-based compensation expense			13,560,580				13,474,433
Non-cash equity-based interest payments			615,291				-
Gain on forgiveness of debt			-				(400,000	)
Change in operating assets and liabilities
Working capital changes			514,352				(1,964,339	)
Net cash used in operating activities			(13,291,059	)			(18,260,370	)
Investing:
Purchase of property and equipment			(1,932,873	)			(981,428	)
Acquisition, net of cash acquired			-				(750,000	)
Net cash used in investing activities			(1,932,873	)			(1,731,428	)
Financing:
Proceeds from issuance of stock			11,018,535				15,337,796
Dividends paid			(1,020,616	)			-
Proceeds from line of credit			-				500,000
Proceeds from issuance of convertible notes			5,250,000				-
Principal repayments of notes payable			(5,421,861	)			(2,775,756	)
Net cash provided by financing activities			9,826,058				13,062,040
Change in cash and cash equivalents, and restricted cash			(5,397,874	)			(6,929,758	)
Cash, cash equivalents and restricted cash at beginning of the year			15,500,495				22,430,253
Cash, cash equivalents and restricted cash at end of year		$	10,102,621			$	15,500,495

The changes in working capital, net are primarily attributable to timing differences in accounts receivable, trade accounts payable and deferred revenues.

Non-GAAP Financial Measures

Management considers earnings (loss) before interest, taxes, depreciation and amortization, or EBITDA, as adjusted, an important indicator in evaluating our business on a consistent basis across various periods. Due to the significance of non-recurring items, EBITDA, as adjusted, enables our management to monitor and evaluate our business on a consistent basis. We use EBITDA, as adjusted, as a primary measure, among others, to analyze and evaluate financial and strategic planning decisions regarding future operating investments and potential acquisitions. We believe that EBITDA, as adjusted, eliminates items that are not part of our core operations, such as interest expense and amortization and impairment expense associated with intangible assets, or items that do not involve a cash outlay, such as share-based payments and non-recurring items, such as transaction costs. EBITDA, as adjusted, should be considered in addition to, rather than as a substitute for, pre-tax income (loss), net income (loss) and cash flows used in operating activities. This non-GAAP financial measure excludes significant expenses that are required by GAAP to be recorded in our financial statements and is subject to inherent limitations. Investors should review the reconciliation of this non-GAAP financial measure to the comparable GAAP financial measure included below. Investors should not rely on any single financial measure to evaluate our business.

		For the year ended December 31,
		2025				2024
Net loss		$	(33,415,604	)		$	(35,768,144	)
Share-based payments			13,560,580				13,474,433
Interest expense			4,303,214				4,055,905
Impairment			-				1,118,750
Depreciation, amortization			4,320,338				4,066,957
EBITDA, as adjusted		$	(11,375,344	)		$	(13,052,099	)

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Policies

Our significant accounting policies are disclosed in Note 2 to our consolidated financial statements for the year ended December 31, 2025, contained in this Annual Report on Form 10-K for the year ended December 31, 2025. The following is a summary of those accounting policies that involve significant estimates and judgment of management.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes.

Such estimates and assumptions impact both assets and liabilities, including but not limited to: net realizable value of accounts receivable and inventory, estimated useful lives and potential impairment of property and equipment, the valuation of intangible assets, estimate of fair value of share based payments and derivative liabilities, estimates of fair value of warrants issued and recorded as debt discount, estimates of tax liabilities and estimates of the probability and potential magnitude of contingent liabilities.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-conforming events. Accordingly, actual results could differ significantly from estimates.

Fair Value of Financial Instruments

Disclosures about fair value of financial instruments require disclosure of the fair value information, whether recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 2025 and 2024, we believe the amounts reported for cash, prepaid expenses, accounts payable and accrued expenses and other current liabilities, accrued interest, notes payable and convertible note payable approximate fair value because of their short maturities.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the input used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

	●	Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
	●	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
	●	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Stock-Based Compensation

Stock-based compensation is accounted for based on the requirements of ASC 718 - "Compensation-Stock Compensation", which requires recognition in the financial statements of the cost of employee, non-employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Stock-based compensation is measured at the grant date based on the value of the award granted using the Black- Scholes option pricing model based on projections of various potential future outcomes and recognized over the period in which the award vests. For stock awards no longer expected to vest, any previously recognized stock compensation expense is reversed in the period of termination. The stock-based compensation expense is included in general and administrative expenses.

Revenue Recognition

We account for revenues in accordance with Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers" (Topic 606).

Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

We determine revenue recognition through the following steps:

	●	identification of the contract, or contracts, with a customer;
	●	identification of the performance obligations in the contract;
	●	determination of the transaction price;
	●	allocation of the transaction price to the performance obligations in the contract; and
	●	recognition of revenue when, or as, we satisfy a performance obligation.

Recent Accounting Pronouncements

Although there is new accounting pronouncements issued or proposed by the Financial Accounting Standards Board, which we have adopted or will adopt, as applicable, we do not believe any of these accounting pronouncements have had or will have a material impact on our financial position or results of operations.