ABCP 10-K & 10-Q changes, risk factors and insider trading
AmBase Corp · OTC · Opeators Of Nonresidential Buildings · CIK 20639 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
“deterioration in regional and local economic and real estate market conditions, failure to complete construction and lease-up on schedule or within budget may increase debt service expense and construction and other costs, increased operating costs, including insurance premiums, utilities and real estate taxes, due to inflation and other factors which may not necessarily be offset by increased rents, changes in interest rate levels, rates of inflation and the availability of financing, fluctuations in tourism patterns, adverse changes in laws and regulations (including tax, environmental …”see in full comparison
In order to continue as a going concern and fund anticipated future litigation expenses, the Company will need to raise additional capital. The Company continues to explore all possible strategic alternatives to meet is capital needs, including but not limited to, raising additional capital through the sale of equity or debt securities or long-term borrowings, which may include additional borrowings from management and/or affiliates of the Company, financial institutions or other stockholders of the Company, litigation funding agreements from management and/or affiliates of the Company, financial institutions, other stockholders of the Company, or other third parties, or any combination thereof, and seeking recoveries from various sources. The Company intends for any sales of debt or equity securities or any borrowings from any parties to be on market terms to be agreed upon at the time of any transaction. However, there can be no assurance that the Company will be able to raise capital or obtain financing on terms acceptable to the Company, if at all. While the Company’s management is evaluating future courses of action to protect and/or recover the value of the Company’s equity investment in the 111 West 57th Property, the adverse developments make it uncertain as to whether any such courses of action will be successful. Any such efforts are likely to require sustained effort over a period of time and substantial additionalsee in full comparisonfinancial resources.capital. Inability to recover all or most of such value would, in all likelihood, have a material adverse effect on the Company’s financial condition and future prospects. The Company can give no assurances with regard if it will prevail with respect to any of its claims.
“In order to continue as a going concern, the Company must take steps to manage its current level of cash and cash equivalents, through various ways, including but not limited to, raising additional capital through the sale of equity or debt securities or long term borrowings, which may include additional borrowings from affiliates of the Company, litigation funding agreements, reducing operating expenses, and seeking recoveries from various sources. …”see in full comparison
“On April 1, 2024, the Company completed the issuance and sale, of 44,200,460 shares of the Company’s common stock (the “Shares”) in the private placement offering (the “Equity Offering”) on the previously disclosed terms and conditions in the Company’s Forms 8-K filed with the SEC on February 28, 2024 and April 1, 2024, including 1,250,000 Shares purchased by an institutional investor not affiliated with the Company and 42,950,460 Shares purchased by BARC Investments, LLC, an affiliate of the Company owned and controlled by two of the Company’s directors and their sibling. …”see in full comparison
“There may be concerns related to the general economy about (i) supply chain constraints and (ii) inflation caused by both supply chain constraints and governmental fiscal and monetary policies. Supply chain constraints could cause delays in any construction and redevelopment activity, and inflation could cause any construction and operating costs to increase without a commensurate increase in our rental revenue.”see in full comparison
“As noted above, the Company continues to explore all possible strategic alternatives to meet its capital needs. Litigation funding agreements are special types of financing arrangements that generally are structured so that the litigation funder would receive back their initial funding amount first (i.e. …”see in full comparison
Full comparison: every changed paragraph (11)
In order to continue as a going concern, the Company must take steps to manage its current level of cash and cash equivalents, through various ways, including but not limited to, raising additional capital
through the sale of equity or debt securities or long term borrowings, which may include additional borrowings from affiliates of the Company, litigation funding agreements, reducing operating expenses, and seeking recoveries from various
sources. There can be no assurance that the Company will be able to adequately implement these cash management measures, in whole or in part or raise capital or obtain financing on terms acceptable to the Company, if at all.
On April 1, 2024, the Company completed the issuance and sale, of 44,200,460 shares of the Company’s common stock (the “Shares”) in the private placement offering (the
“Equity Offering”) on the previously disclosed terms and conditions in the Company’s Forms 8-K filed with the SEC on February 28, 2024 and April 1, 2024, including 1,250,000 Shares purchased by an institutional investor not
affiliated with the Company and 42,950,460 Shares purchased by BARC Investments, LLC, an affiliate of the Company owned and controlled by two of the Company’s directors and their sibling. The offer and sale of the shares in the Equity
Offering was completed in reliance on the exemption from registration under Rule 506(c) of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended. See Part II – Item 8 – Note
5 to the Company’s consolidated financial statements, for additional information The Company will continue to consider and explore other litigation funding agreements with third party litigation funders that it could enter into for portions of the litigation costs for up to $5 million of
funding, at market terms to be agreed upon at such times. In general, litigation funding agreements are structured so that the litigation funder would receive back their initial funding amount first (i.e. before any recovery is received by
the Company), plus an additional multiple ranging from 1.0 times to 3.5 times the amount funded (depending on various factors), plus depending on the funder, additional fees, expenses, interest and potentially an additional percentage of the
total recovery received. There can be no assurance that the Company would be able to secure any such additional litigation funding on acceptable terms or at all.
In order to continue as a going concern and fund anticipated future litigation expenses, the Company will need to raise additional capital. The Company continues to explore all possible strategic alternatives to meet is capital needs, including but not limited to, raising additional capital through the sale of equity or debt securities or long-term borrowings, which may include additional borrowings from management and/or affiliates of the Company, financial institutions or other stockholders of the Company, litigation funding agreements from management and/or affiliates of the Company, financial institutions, other stockholders of the Company, or other third parties, or any combination thereof, and seeking recoveries from various sources. The Company intends for any sales of debt or equity securities or any borrowings from any parties to be on market terms to be agreed upon at the time of any transaction. However, there can be no assurance that the Company will be able to raise capital or obtain financing on terms acceptable to the Company, if at all. While the Company’s management is evaluating future courses of action to protect and/or recover the value of the Company’s equity investment in the 111 West 57th Property, the adverse developments make it uncertain as to whether any such courses of action will be successful. Any such efforts are likely to require sustained effort over a period of time and substantial
additional financial resources.capital. Inability to recover all or most of such value would, in all likelihood, have a material adverse effect on the Company’s financial condition and future prospects. The Company can give no assurances with regard
if it will prevail with respect to any of its claims.
As noted above, the Company continues to explore all possible strategic alternatives to meet its capital needs. Litigation funding agreements are special types of financing arrangements that generally are structured so that the litigation funder would receive back their initial funding amount first (i.e. before any recovery is received by the Company), plus an additional multiple ranging from 1.0 times to 3.5 times the amount funded (depending on various factors), plus depending on the funder, additional fees, expenses, interest and potentially an additional percentage of the total recovery received. If the Company continues to source capital through one or more litigation funding agreements, there can be no assurance that the Company would be able to secure any such additional litigation funding on acceptable terms or at all. For additional information with regard to the Company’s March 2026 litigation funding agreements see Part II – Item 8 – Note 12 to the Company’s consolidated financial statements.
funds may be expended, and management’s time devoted to projects that may not be completed, required approvals may not be obtained from governmental entities or other third parties, construction costs of a project may exceed original estimates, negatively impacting the economic feasibility of the project, projects may be delayed due to, without limitation, adverse weather conditions, labor or material shortages, occupancy rates and rents at a completed project may be less than anticipated, and expenses at completed development projects may be higher than anticipated.
deterioration in regional and local economic and real estate market conditions, failure to complete construction and lease-up on schedule or within budget may increase debt service expense and construction and other costs, increased operating costs, including insurance premiums, utilities and real estate taxes, due to inflation and other factors which may not necessarily be offset by increased rents, changes in interest rate levels, rates of inflation and the availability of financing, fluctuations in tourism patterns, adverse changes in laws and regulations (including tax, environmental, zoning and building codes, landlord/tenant and other housing laws and regulations) and agency or court interpretations of such laws and regulations and the related costs of compliance, potential changes in supply of, or demand for rental properties similar to the Company’s, competition for tenants and changes in rental rates, concentration in a single real estate asset and class, needs for additional capital which may be required for needed development or repositioning of one or more real estate assets may exceed the Company’s abilities or its desired minimum level of liquidity, difficulty in reletting properties on favorable terms or at all, impairments in the Company’s ability to collect rent payments when due, the potential for uninsured casualty and other losses, the impact of present or future environmental legislation and compliance with environmental laws, changes in federal or state tax laws, the effects of global pandemics such as COVID-19 and government responses thereto; and acts of terrorism and war.
State, local, and federal entities may impose restrictions, for varying times and to varying degrees, on our ability to enforce tenant’s contractual lease obligations, and this may affect our ability to enforce all our remedies (such as pursuing collections and seeking evictions) for the failure to pay rent.
Consumers whose income has declined, who are working remotely or who cannot freely access neighborhood amenities like restaurants, may decide to live in a location other than New York City.
Various state, local and federal rules may require us to waive late fees and certain other customary fees associated with tenant rent obligations. These requirements or practices may result in a loss of revenue.
A property may incur significant costs or losses related to shelter-in-place or stay-at-home orders, quarantines, infection, clean-up costs or other related factors.
There may be concerns related to the general economy about (i) supply chain constraints and (ii) inflation caused by both supply chain constraints and governmental fiscal and monetary policies. Supply chain constraints could cause delays in any construction and redevelopment activity, and inflation could cause any construction and operating costs to increase without a commensurate increase in our rental revenue.
Management's Discussion & Analysis (MD&A)
New heading “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS”
Largest changes
In order to continue as a going concern and fund anticipated future litigation expenses, the Company will need to raise additional capital. The Company continues to explore all possible strategic alternatives to meet is capital needs, including but not limited to, raising additional capital through the sale of equity or debt securities or long-term borrowings, which may include additional borrowings from management and/or affiliates of the Company, financial institutions or other stockholders of the Company, litigation funding agreements from management and/or affiliates of the Company, financial institutions, other stockholders of the Company, or other third parties, or any combination thereof, and seeking recoveries from various sources. The Company intends for any sales of debt or equity securities or any borrowings from any parties to be on market terms to be agreed upon at the time of any transaction. However, there can be no assurance that the Company will be able to raise capital or obtain financing on terms acceptable to the Company, if at all. While the Company’s management is evaluating future courses of action to protect and/or recover the value of the Company’s equity investment in the 111 West 57th Property, the adverse developments make it uncertain as to whether any such courses of action will be successful. Any such efforts are likely to require sustained effort over a period of time and substantial additionalsee in full comparisonfinancial resources.capital. Inability to recover all or most of such value would, in all likelihood, have a material adverse effect on the Company’s financial condition and future prospects. The Company can give no assurances with regardtoif it will prevail with respect to any of its claims.
“In order to continue as a going concern, the Company must take steps to manage its current level of cash and cash equivalents, through various ways, including but not limited to, raising additional capital through the sale of equity or debt securities or long-term borrowings, which may include additional borrowings from affiliates of the Company, litigation funding agreements, reducing operating expenses, and seeking recoveries from various sources. …”see in full comparison
“MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS”see in full comparison
“In March 2026, the Company and the Company’s Chairman, President and Chief Executive Officer, Mr. Richard A. Bianco (“Mr. R.A. Bianco” or “RAB”) agreed to enter into a litigation funding agreement (the “RAB 2026 LFA”), pursuant to which the promissory notes between RAB and the Company outstanding as of March 2, 2026, in the aggregate principal amount of $4,000,000 (the “RAB Promissory Notes”), shall be deemed converted to the RAB 2026 LFA. …”see in full comparison
“In addition, in March 2026, BARC Investments LLC (“BARC”) converted their $2,000,000 (the “2024 BARC Note”) into a litigation funding agreement (plus such additional amounts as may be necessary from time to time and as agreed to by the Company and BARC at such time), pari-passu with those provided under the RAB 2026 LFA, (the “BARC 2026 LFA”). The accrued but unpaid interest on the 2024 BARC Note of approximately $200,000 shall stay outstanding and continue to accrue interest on the same terms as the 2024 BARC Note but the maturity date of this indebtedness shall be March 31, 2029. …”see in full comparison
Loan(s) payable – related party – Mr. R.A. Bianco was $3,600,000 as of December 31, 2025, compared to $1,500,000 as of December 31, 2024,see in full comparisoncompared to $3,198,000 as of December 31, 2023,relating toloansloan(s) made to the Company from Mr. R.A. Bianco, for working capital. In January 2024 through March 2024, the Company and Mr. R.A. Bianco entered into additional agreements pursuant to which Mr. R.A. Bianco made additional loans to the Company aggregating $350,000, for use as working capital. In April 2024, with funds received from the Equity Offering, the Company repaid Mr. R.A. Bianco the full amount of the loan(s) payable outstanding at that time aggregating $3,548,000 plus accrued interest. As of December 31,2024,2025, Mr. R.A. Bianco made additional loans to the Companyin the amountsaggregating$1,500,000,$3,600,000, for use as working capital. InMarchJanuary2025,2026, Mr. R.A. Bianco made an additional loan to the Company aggregating $100,000. In February 2026, Mr. R.A. Bianco made an additional loan to the Company aggregating $300,000. For additionalinformation,information regarding the RAB note(s) payable and its March 2026 conversion into a litigation funding agreement and the related accrued interest payable conversion to a note payable, see Part II – Item 8 – Note 11 and Note 12 to the Company’s consolidated financial statements.
Full comparison: every changed paragraph (29)
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In June 2013, the Company purchased an equity interest in a real estate development property through a joint venture agreement to purchase and develop real property located at 105 through 111 West 57th Street in New York, New York (the “111 West 57th Property”). TheAs further discussed herein, the Company is
engaged in material disputes and litigation with regard to the 111 West 57th Property. Despite ongoing litigation challenging the legitimacy of the actions taken
in connection with the “Strict Foreclosure”, (as defined and further discussed herein), the Company recorded an impairment for the full amount of its equity investment in the 111 West 57th Property in 2017. Prior to the Strict Foreclosure, the
carrying value of the Company’s equity investment in the 111 West 57th Property represented a substantial portion of the Company’s assets and net equity value.
For additional information regarding the Company’s recording of an impairment of its equity investment in the 111 West 57th
Property in 2017 and the Company’s legal proceedings relating to the 111 West 57th Property, including the Company’s challenge to the Strict Foreclosure, see Part II – Item 8 – Note 3 and Note 8 to the Company’s consolidated financial statements.
The Company’s assets at December 31, 2024,2025, aggregated $314,000,$87,000, consisting of cash and cash equivalents. At December 31, 2024,2025, the Company’s liabilities aggregated $4,439,000.$8,772,000, consisting of accounts payable and accrued liabilities of $3,172,000 and loan(s) payable related party of $5,600,000. Total stockholders’ deficit was
$4,125,000. $8,685,000.
In order to continue as a going concern, the Company must take steps to manage its current level of cash and cash equivalents, through various ways, including but not limited to, raising additional capital
through the sale of equity or debt securities or long-term borrowings, which may include additional borrowings from affiliates of the Company, litigation funding agreements, reducing operating expenses, and seeking recoveries from various
sources. There can be no assurance that the Company will be able to adequately implement these cash management measures, in whole or in part or raise capital or obtain financing on terms acceptable to the Company, if at all.
In order to continue as a going concern and fund anticipated future litigation expenses, the Company will need to raise additional capital. The Company continues to explore all possible strategic alternatives to meet is capital needs, including but not limited to, raising additional capital through the sale of equity or debt securities or long-term borrowings, which may include additional borrowings from management and/or affiliates of the Company, financial institutions or other stockholders of the Company, litigation funding agreements from management and/or affiliates of the Company, financial institutions, other stockholders of the Company, or other third parties, or any combination thereof, and seeking recoveries from various sources. The Company intends for any sales of debt or equity securities or any borrowings from any parties to be on market terms to be agreed upon at the time of any transaction. However, there can be no assurance that the Company will be able to raise capital or obtain financing on terms acceptable to the Company, if at all. While the Company’s management is evaluating future courses of action to protect and/or recover the value of the Company’s equity investment in the 111 West 57th Property, the adverse developments make it uncertain as to whether any such courses of action will be successful. Any such efforts are likely to require sustained effort over a period of time and substantial
additional financial resources.capital. Inability to recover all or most of such value would, in all likelihood, have a material adverse effect on the Company’s financial condition and future prospects. The Company can give no assurances with regard to
if it will prevail with respect to any of its claims.
On February 28, 2024, the Company commenced a private placement offering (the “Equity Offering”) of 44,200,460 shares (the “Shares”) of the Company’s common stock, par value
$0.01 per share (the “Common Stock”) for $0.20 per share of Common Stock.
On April 1, 2024, the Company completed the issuance and sale of 44,200,460 Shares in the Equity Offering on the previously disclosed terms and conditions. The offer and sale of the Shares in the Equity Offering
was completed in reliance on the exemption from registration under Rule 506(c) of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended. Total proceeds received from the Equity Offering were $8,840,000. For
additional information, see Part II – Item 8 – Note 5 to the Company’s consolidated financial statements.
TheAs noted above, the Company will continuecontinues to consider and explore otherall litigationpossible strategic alternatives to meet its capital needs. Litigation funding agreements withare thirdspecial partytypes litigationof fundersfinancing arrangements that it could enter into for portions of the litigation costs for up to $5 million of
funding, at market terms to be agreed upon at such times. In general, litigation funding agreementsgenerally are structured so that the litigation funder would receive back their initial funding amount first (i.e. before any recovery is received by the
Company), plus an additional multiple ranging from 1.0 times to 3.5 times the amount funded (depending on various factors), plus depending on the funder, additional fees, expenses, interest and potentially an additional percentage of the total
recovery received. ThereIf the Company continues to source capital through one or more litigation funding agreements, there can be no assurance that the Company would be able to secure any such additional litigation funding on acceptable terms or at all.
In March 2026, the Company and the Company’s Chairman, President and Chief Executive Officer, Mr. Richard A. Bianco (“Mr. R.A. Bianco” or “RAB”) agreed to enter into a litigation funding agreement (the “RAB 2026 LFA”), pursuant to which the promissory notes between RAB and the Company outstanding as of March 2, 2026, in the aggregate principal amount of $4,000,000 (the “RAB Promissory Notes”), shall be deemed converted to the RAB 2026 LFA. The accrued but unpaid interest on the RAB Promissory Notes of approximately $220,000 shall stay outstanding and continue to accrue interest on the same terms as the RAB Promissory Notes but the maturity date of this indebtedness shall be March 31, 2029. Additionally, (i) in March 2026, RAB paid the Company, $1,000,000 to be used to pay a portion of outstanding litigation related expenses and (ii) will pay the Company an additional $1,000,000 to be retained and used by the Company for working capital needs and certain other litigation related expenses, including expert witness fees, consulting fees and disbursements incurred by the Company or reasonably anticipated to be incurred by the Company, (plus such additional amounts as may be necessary from time to time and as agreed to by the Company and RAB at such time). For additional information, see Part II – Item 8 – Note 11 and Note 12 to the Company’s consolidated financial statements.
In addition, in March 2026, BARC Investments LLC (“BARC”) converted their $2,000,000 (the “2024 BARC Note”) into a litigation funding agreement (plus such additional amounts as may be necessary from time to time and as agreed to by the Company and BARC at such time), pari-passu with those provided under the RAB 2026 LFA, (the “BARC 2026 LFA”). The accrued but unpaid interest on the 2024 BARC Note of approximately $200,000 shall stay outstanding and continue to accrue interest on the same terms as the 2024 BARC Note but the maturity date of this indebtedness shall be March 31, 2029. For additional information, see Part II – Item 8 – Note 10 and Note 12 to the Company’s consolidated financial statements.
As part of the RAB 2026 LFA and the BARC 2026 LFA, the Company shall distribute any consideration it actually receives in connection with the 111 West 57th Litigations in accordance with the terms of the RAB 2026 LFA and BARC 2026 LFA. The terms of the RAB 2026 LFA and BARC 2026 LFA will therefore further reduce the Company’s share of any future litigation proceeds.
The RAB 2026 LFA and the BARC 2026 LFA also contain customary representations and warranties and agreements of the parties and customary indemnification rights and obligations of the parties. The foregoing description(s) of the RAB 2026 LFA and the BARC 2026 LFA are qualified entirely by reference to the agreements, a copy of the RAB 2026 LFA and the BARC 2026 LFA were filed as an exhibit to the Company’s previously filed reports with the Securities and Exchange Commission and are incorporated herein by reference.
On February 28, 2024, the Company commenced a private placement offering (the “Equity Offering”) of 44,200,460 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) for $0.20 per share of Common Stock. On April 1, 2024, the Company completed the issuance and sale of 44,200,460 Shares in the Equity Offering on the previously disclosed terms and conditions. The offer and sale of the Shares in the Equity Offering was completed in reliance on the exemption from registration under Rule 506(c) of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended. Total proceeds received from the Equity Offering were $8,840,000. For additional information, see Part II – Item 8 – Note 5 to the Company’s consolidated financial statements.
The Company’s Chairman, President and Chief Executive Officer, Mr. Richard A. Bianco (“R.A. Bianco”) has indicated that, if and when needed, he may provide a working capital loans to the Company on an as needed
basis, subject to customary and market terms and conditions to be agreed upon at such time. There can be no assurance that the Company will be able to raise capital or obtain financing on terms acceptable to the Company, if at all. For
additional information, see Part II – Item 8 – Note 11 to the Company’s consolidated financial statements.
For the year ended December 31, 2025, cash of $2,327,000 was used by operations for the payment of operating expenses and prior year accruals.
For the year ended December 31, 2023, cash of $3,469,000 was used by operations for the payment of operating expenses and prior year accruals.
Accounts payable and accrued liabilities as of December 31, 2024,2025, decreasedincreased as compared to December 31, 2023,2024, principally relating to the paymentaccrual of outstandingunpaid accruedlegal and other expenses in April 2024, with funds received
from the Equity Offering as wellof asDecember other31, borrowings from related parties during 2024. For additional information, see Part II – Item 8 – Note 5, Note 10 and Note 11 to the Company’s consolidated
financial statements.2025. The amounts in the respective years are principally related to accruals for legal expenses in connection with the 111 West 57th Property
legal proceedings.
Loan(s) payable – related party – BARC Investments LLC was $2,000,000 as of December 31, 2024,2025, compared to $0 as ofand December 31, 2023,2024, relating to loansloan(s) made to the Company from BARC Investments, LLC, (“BARC”) an
affiliate of the Company owned and controlled by two of the Company’s directors and their sibling, for working capital. For additional information,information regarding the BARC note(s) payable and its March 2026 conversion into a litigation funding agreement and the related accrued interest payable conversion to a note payable, see Part II – Item 8 – Note 10 and Note 12 to the Company’s
consolidated financial statements.
Loan(s) payable – related party – Mr. R.A. Bianco was $3,600,000 as of December 31, 2025, compared to $1,500,000 as of December 31, 2024, compared to $3,198,000 as of December 31, 2023, relating to loansloan(s) made to the Company from Mr. R.A. Bianco, for working
capital. In January 2024 through March 2024, the Company and Mr. R.A. Bianco entered into additional agreements pursuant to which Mr. R.A. Bianco made additional loans to the Company aggregating $350,000, for use as working capital. In April
2024, with funds received from the Equity Offering, the Company repaid Mr. R.A. Bianco the full amount of the loan(s) payable outstanding at that time aggregating $3,548,000 plus accrued interest. As of December 31, 2024,2025, Mr. R.A. Bianco made
additional loans to the Company in the amounts aggregating $1,500,000,$3,600,000, for use as working capital. In MarchJanuary 2025,2026, Mr. R.A. Bianco made an additional loan to the Company aggregating $100,000. In February 2026, Mr. R.A. Bianco made an additional loan to the Company aggregating $300,000. For additional information,information regarding the RAB note(s) payable and its March 2026 conversion into a litigation funding agreement and the related accrued interest payable conversion to a note payable, see Part II – Item 8 – Note 11 and Note 12 to the Company’s consolidated financial statements.
The Company recorded a net loss of $4,560,000 or $0.05 per share for the year ended December 31, 2025. For the year ended December 31, 2024, the Company recorded a net loss of $6,620,000 or $0.09 per share.
The Company recorded a net loss of $6,620,000 or $0.09 per share for the year ended December 31, 2024. For the year ended December 31, 2023, the Company recorded a net loss of $5,271,000 or $0.13 per share.
Professional and outside services expenses increaseddecreased to $2,796,000 in 2025 from $4,898,000 in 20242024. fromThe $3,298,000decrease in 2023. The increase in 20242025 as compared to 20232024 is principally the result of a higherlower level of
legal and professional fees incurred in 20242025 in connection with the Company’s legal proceedings relating to the Company’s investment in the 111 West 57th
Property. For additional information regarding the Company’s investment in the 111 West 57th Property and the legal proceedings related thereto, see Part II – Item 8 – Note 3 and Note 8 to the Company’s consolidated financial statements.
Property operating and maintenance expenses were $27,000 in 2025 and $18,000 in 20242024. andThe $17,000increase in 2023.the 2025 period is due to a higher annual cost of services in 2025 compared to 2024.
Other operating expenses increaseddecreased to $68,000 in 2025 compared with $114,000 in 2024 compared with $79,000 in 2023 due to a general higherlower level of expenses in 20242025 versus 2023.2024.
The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) provided an employee retention credit which was a refundable tax credit against certain employment taxes. The Consolidated Appropriations Act (the “Appropriations Act”) extended and expanded the availability of the employee retention credit through December 31, 2021. The Appropriations Act amended the employee retention credit to be equal to 70% of qualified wages paid to employees during the 2021 fiscal year. The Company qualified for the employee retention credit for qualified wages for tax periods ending March 31, 2021, June 30, 2021, and September 30, 2021, and filed a cash refund claim. In April 2025, the Company received the refund claimed and recorded the employee retention credit received as other income of $124,000, in the consolidated statement of operations for the year ended December 31, 2025. For additional information see Part II – Item 8 – Note 7 to the Company’s consolidated financial statements.
Interest income in 20242025 increaseddecreased to $3,000 compared to $29,000 compared to $2,000 in 2023.2024. The increaseddecreased interest income in 20242025 is due to a higherlower level of cash and cash equivalents in 20242025 versus the respective 20232024 basedperiod on
which included funds received from the Equity Offering in April 2024 and Company borrowings. For additional information, see Part I – Item 1 – Note 5, Note 10 and Note 115 to the Company’s consolidated financial
statements.
Interest expense was $131,000$365,000 and $241,000$131,000 in 20242025 and 2023,2024, respectively. The interest expense for the 20242025 period is attributable to interest expense relating to the loan(s) payable – related party - BARC and
loans payable – related party – Mr. R.A. Bianco, net of $51,000 of negativeand interest expense in 2024 attributable to the reversal of interest expense owed to a professional firm for outstanding invoices that did not have to be paid due to the
Company fully paying the outstanding amounts due in April 2024. Interest expense for the 2023 period is attributable to interest expense to a professional firm for outstanding and unpaid professional fees and interest expense relating to the
loan(s) payable – related party – R.A. Bianco.fees. For additional informationinformation, see Part III – Item 81 – Note 10 and Note 11 to the Company’s consolidated financial statements.
The interest expense for the 2024 period is attributable to interest expense relating to the loan(s) payable – related party - BARC and loans payable – related party – Mr. R.A. Bianco, net of $51,000 of negative interest expense in 2024 attributable to the reversal of interest expense owed to a professional firm for outstanding invoices that did not have to be paid due to the Company fully paying the outstanding amounts due in April 2024. For additional information see Part II – Item 8 – Note 10 and Note 11 to the Company’s consolidated financial statements.
What changed in the latest 10-Q
Risk Factors
There have been no material changes to the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, in response to Item 1A of Part I of Form 10-K.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
“In March 2026, in order to provide the necessary cash resources to continue operations and continue the litigation related to the 111 West 57th Property, and pay amounts owed, the Company and the Company’s Chairman, President and Chief Executive Officer, Mr. Richard A. Bianco (“Mr. R.A. Bianco” or “RAB”) entered into a litigation funding agreement (the “RAB 2026 LFA”). …”see in full comparison
“In March 2026, the Company and the Company’s Chairman, President and Chief Executive Officer, Mr. Richard A. Bianco (“Mr. R.A. Bianco” or “RAB”) entered into a litigation funding agreement (the “RAB 2026 LFA”), pursuant to which the promissory notes between RAB and the Company outstanding as of March 2, 2026, in the aggregate principal amount of $4,000,000 (the “RAB Promissory Notes”), are deemed converted to the RAB 2026 LFA. …”see in full comparison
“In July 2026, the Company and RAB entered into a letter agreement (the “Letter Agreement”) pursuant to which RAB paid the Company an additional $1,000,000, for use by the Company for working capital needs and continuing litigation related expenses with respect to the 111 West 57th Property. The additional amounts contributed by RAB were made pursuant to the same terms and conditions of the RAB 2026 LFA. For additional information, see Part I – Item 1 – Note 10 to the Company’s unaudited condensed consolidated financial statements.”see in full comparison
Results of Operations for the Three Months and Six Months Endedsee in full comparisonMarchJune31,30, 2026, vs. the Three Months and Six Months EndedMarchJune31,30, 2025
Interest expense in the three months and six months endedsee in full comparisonMarchJune31,30, 2026, was$97,000$31,000 and $128,000, respectively, compared with$57,000$81,000 and $138,000 in the respective 2025period.periods. The interest expense for the 2026 threemonthmonthsperiodand six months ended June 30, 2026, is attributable to interest expense relating to the loan(s) payable – related party-–BARC andBARC, loans payable – related party –Mr.R.A.Bianco, at higher levels than the comparable prior year period,Bianco and interest expense attributable to a professional firm for outstanding and unpaid professional fees. Interest expense for the2025threeperiodmonths and six months ended June 30, 2025, is attributable to interest expense relating to the loan(s) payable – related party - BARC and loans payable – related party – Mr. R.A.Bianco.Bianco, and interest expense attributable to a professional firm for outstanding and unpaid professional fees. The decrease in the 2026 periods versus the 2025 periods is due to lower level of outstanding balances throughout the 2026 periods in comparison to the 2025 periods. For additional information see Part I – Item 1 – Note 8 and Note 9 to the Company’s unaudited condensed consolidated financial statements.
Insurance expenses weresee in full comparison$34,000$4,000 and $38,000 in the three months and six months ended June 30, 2026, respectively, compared to $0 and $38,000 in the respective 2025 periods. The increase is generally due to a increase in certain policy premium costs in the three months endedMarchJune31, 2026, compared to $38,000 in the respective 2025 period. The decrease is generally due to a slight decrease in certain policy coverages in the three months ended March 31,30, 2026, compared to the respective 2025 period.
Full comparison: every changed paragraph (21)
AmBase Corporation (the “Company” or “AmBase”) is a Delaware corporation that was incorporated in 1975. AmBase is a holding company. At MarchJune 31,30, 2026, the Company’s assets consisted primarily of cash and cash equivalents. The Company is engaged in the management of its assets and liabilities.
The Company’s assets at MarchJune 31,30, 2026, aggregated $533,000
$98,000 consisting of cash and cash equivalents. At MarchJune 31,30, 2026, the Company’s
liabilities aggregated $2,493,000,$2,294,000, principally consisting of accounts payable
and accrued liabilities. Total litigation
funding amounts outstanding at MarchJune 31,30, 2026, were $7,500,000.$8,000,000. Total stockholders’
deficit was $9,460,000.$10,196,000.
In March 2026, in order to provide the necessary cash resources to continue operations and continue the litigation related to the 111 West 57th Property, and pay amounts owed, the Company and the Company’s Chairman, President and Chief Executive Officer, Mr. Richard A. Bianco (“Mr. R.A. Bianco” or “RAB”) entered into a litigation funding agreement (the “RAB 2026 LFA”). Pursuant to the RAB 2026 LFA the Company and RAB agreed that RAB would provide up to an aggregate initial amount of $6,000,000 (plus such additional amounts as may be necessary from time to time and as agreed to by the Company and RAB at such time to be retained and used by the Company for working capital needs and certain other litigation related expenses, including expert witness fees, consulting fees and disbursements incurred by the Company or reasonably anticipated to be incurred by the Company), (the “Litigation Fund Amount”). Pursuant to the RAB 2026 LFA the promissory notes between RAB and the Company outstanding as of March 2, 2026, in the aggregate principal amount of $4,000,000 (the “RAB Promissory Notes”), were deemed converted to the RAB 2026 LFA. The accrued but unpaid interest on the RAB Promissory Notes stayed outstanding and continue to accrue interest on the same terms as the RAB Promissory Notes but the maturity date of this indebtedness shall be March 31, 2029. Additionally, (i) in March 2026, RAB paid the Company $1,000,000 which was used to pay a portion of outstanding litigation related expenses, (ii) in March 2026, RAB paid the Company an additional $500,000, and (iii) in May 2026, RAB paid the Company an additional $500,000, for working capital needs and litigation related expenses. For additional information, see Part I – Item 1 – Note 9 and Note 10 to the Company’s unaudited condensed consolidated financial statements.
In March 2026, the Company and the Company’s Chairman,
President and Chief Executive Officer, Mr. Richard A. Bianco (“Mr. R.A. Bianco”
or “RAB”) entered into a litigation funding agreement (the “RAB 2026
LFA”), pursuant to which the promissory notes between RAB and the Company
outstanding as of March 2, 2026, in the aggregate principal amount of
$4,000,000 (the “RAB Promissory Notes”), are deemed converted to the RAB 2026
LFA. The accrued but unpaid interest on
the RAB Promissory Notes of approximately $219,000 stayed outstanding and will continue
to accrue interest on the same terms as the RAB Promissory Notes but the
maturity date of this indebtedness shall be March 31, 2029. Additionally, (i) in March 2026, RAB paid the
Company $1,000,000 to be used to pay a portion of outstanding litigation related expenses, and (ii)
in March 2026, RAB paid the Company an additional $500,000, and per the RAB
2026 LFA, RAB is committed to paying the Company an additional $500,000, as
needed, to be retained and used by the Company for working capital needs and
certain other litigation related expenses, including expert witness fees,
consulting fees and disbursements incurred by the Company or reasonably
anticipated to be incurred by the Company, (plus such additional amounts as may
be necessary from time to time and as agreed to by the Company and RAB at such
time). For additional information, see Part I – Item 1 – Note 9 and Note 10 to
the Company’s unaudited condensed consolidated financial statements.
In July 2026, the Company and RAB entered into a letter agreement (the “Letter Agreement”) pursuant to which RAB paid the Company an additional $1,000,000, for use by the Company for working capital needs and continuing litigation related expenses with respect to the 111 West 57th Property. The additional amounts contributed by RAB were made pursuant to the same terms and conditions of the RAB 2026 LFA. For additional information, see Part I – Item 1 – Note 10 to the Company’s unaudited condensed consolidated financial statements.
For the threesix months ended MarchJune 31,30, 2026, cash of $1,454,000$2,373,000 was used by operations as a result of the payment of operating expenses and prior year accruals.
For the threesix months ended MarchJune 31,30, 2025, cash of $614,000$1,305,000 was used by operations as a result of the payment of operating expenses and prior year accruals.
Accounts payable and accrued liabilities as of MarchJune 31,30, 2026, decreased from December 31, 2025, principally due to payments of prior year accruals and the reclass of accrued interest expense to loan(s) payable, both items relating to the litigation funding agreement(s) entered into in March 2026.
Loan(s) payable – related party – BARC Investments LLC was $200,000 as of MarchJune 31,30, 2026, and $2,000,000 as of December 31, 2025, relating to loans made to the Company from BARC Investments, LLC, (“BARC”) an affiliate of the Company owned and controlled by two of the Company’s directors and their sibling, for working capital. The decrease in the loan(s) payable amount at MarchJune 31,30, 2026, versus December 31, 2025, is due to the March 2026 conversion of the $2,000,000 loan(s) payable previously outstanding to a litigation funding agreement and the conversion of $200,000 of accrued interest payable to a loan payable, as further discussed herein. For additional information, see Part I – Item 1 – Note 8 and Note 10, to the Company’s unaudited condensed consolidated financial statements.
Loan(s) payable – related party – Mr. R.A. Bianco was $219,000$203,000 as of MarchJune 31,30, 2026, compared to $3,600,000 as of December 31, 2025, relating to loans made to the Company from Mr. R.A. Bianco, for working capital. In January 2026 and February 2026, the Company and Mr. R.A. Bianco entered into agreements pursuant to which Mr. R.A. Bianco made additional loans to the Company aggregating $400,000, for use as working capital. The decrease in the loan(s) payable amount at MarchJune 31,30, 2026, versus December 31, 2025, is due to the March 2026 conversion of the $4,000,000 loan(s) payable previously outstanding to a litigation funding agreement and the conversion of $219,000 (less $16,000 of paydowns) of accrued interest payable to a loan payable, as further discussed herein. For additional information, see Part I – Item 1 – Note 9 and Note 10, to the Company’s unaudited condensed consolidated financial statements.
There are no other material commitments for capital expenditures as of MarchJune 31,30, 2026. Inflation has had no material impact on the business and operations of the Company.
Results of Operations for the Three Months and Six Months Ended MarchJune 31,30, 2026, vs. the Three Months and Six Months Ended MarchJune 31,30, 2025
The Company recorded a net loss of $775,000$736,000 or $0.01 per share and $1,511,000 or $0.02 per share in the three months and six months ended MarchJune 31,30, 2026, respectively, compared to a net loss of $1,592,000$1,083,000 or $0.02$0.01 per share and $2,675,000 or $0.03 per share in the respective 2025 period.periods.
Compensation and benefits were $324,000$284,000 and $608,000 in the three months and six months ended MarchJune 31,30, 2026, respectively, compared to $371,000$322,000 and $693,000 in the respective 2025 period.periods. The decrease in the three and six month periodperiods ended MarchJune 31,30, 2026, versus the respective 2025 period,periods, is due to a decrease in compensation related expenses recorded in the 2026 three month period ended March 31, 2026.periods.
Professional and outside services decreased to $297,000$391,000 and $688,000 in the three months and six months ended MarchJune 31,30, 2026, respectively, compared to $1,097,000$787,000 and $1,884,000 in the respective 2025 period.periods. The decrease in the 2026 periodperiods as compared to the 2025 periodperiods is principally the result of a lower level of legal and professional fees incurred in 2026 in connection with the Company’s legal proceedings relating to the Company’s investment in the 111 West 57th Property. For additional information with regard to the Company’s investment in the 111 West 57th Property and the legal proceedings related thereto, see Part I – Item 1 – Note 3 and Note 6 to the Company’s unaudited condensed consolidated financial statements.
Property operating and maintenance expenses were $8,000$5,000 and $13,000 for the three months and six months ended MarchJune 31,30, 2026, respectively, compared to $3,000 and $11,000$14,000 in the respective 2025 period.periods. The slight decreaseincrease in the 2026 three monthmonths period versus the respective 2025 period is principally due to timing of payments in the three months and six months ended MarchJune 31,30, 2026, compared to the respective MarchJune 31,30, 20252025, period.periods.
Insurance expenses were $34,000$4,000 and $38,000 in the three months and six months ended June 30, 2026, respectively, compared to $0 and $38,000 in the respective 2025 periods. The increase is generally due to a increase in certain policy premium costs in the three months ended MarchJune 31, 2026, compared to $38,000 in the respective 2025 period. The decrease is generally due to a slight decrease in certain policy coverages in the three months ended March 31,30, 2026, compared to the respective 2025 period.
Other operating expenses were $15,000$21,000 and $36,000 in the three and six months ended MarchJune 31,30, 2026, respectively, compared with $20,000$14,000 and $34,000 in the respective 2025 period.periods. The decreaseincrease in the MarchJune 31,30, 2026, three and six months ended compared to the MarchJune 31,30, 2025, three and six months ended is due to a slightgenerally decreasehigher inlevel of related expenses in the respective 2026 period.periods.
The Coronavirus Aid, Relief, and Economic Security
Act (the “CARES Act”) provided an employee retention credit which was a
refundable tax credit against certain employment taxes. The Consolidated
Appropriations Act (the “Appropriations Act”) extended and expanded the
availability of the employee retention credit through December 31, 2021. The
Appropriations Act amended the employee retention credit to be equal to 70% of
qualified wages paid to employees during the 2021 fiscal year. The Company
qualified for the employee retention credit for qualified wages for tax periods
ending March 31, 2021, June 30, 2021, and September 30, 2021, and filed a cash
refund claim. In April 2025, the Company received the refund claimed and
recorded the employee retention credit received as other income of $124,000, in
the unaudited condensed consolidated statement of operations for the second
quarterthree months and six months ended June 30, 2025.
Interest income in the three months and six months ended MarchJune 31,30, 2026, was $-$0 and $0, respectively, compared with $0 and $2,000 in the respective 2025 period.periods. The decreased interest income in the MarchJune 31,30, 2026, three and six month periodperiods is due to a lower level of cash and cash equivalents in the 2026 periodperiods versus the respective 2025 period.periods. For additional information, see Part I – Item 1 – Note 8, Note 9,9 and Note 10 to the Company’s unaudited condensed consolidated financial statements.
Interest expense in the three months and six months ended MarchJune 31,30, 2026, was $97,000$31,000 and $128,000, respectively, compared with $57,000
$81,000 and $138,000 in the respective 2025 period.periods. The interest
expense for the 2026 three monthmonths periodand six months ended June 30, 2026, is attributable to interest expense
relating to the loan(s) payable – related party -– BARC andBARC, loans payable –
related party – Mr. R.A. Bianco, at higher levels than the comparable prior
year period,Bianco and interest expense attributable to a professional firm for outstanding and
unpaid professional fees. Interest expense for the 2025three periodmonths and six months ended June 30, 2025, is attributable to interest expense relating to the
loan(s) payable – related party - BARC and loans payable – related party – Mr.
R.A. Bianco.Bianco, and interest expense attributable to a professional firm for outstanding and unpaid professional fees. The decrease in the 2026 periods versus the 2025 periods is due to lower level of outstanding balances throughout the 2026 periods in comparison to the 2025 periods. For additional information see Part I – Item 1 – Note 8 and Note 9 to the Company’s unaudited
condensed consolidated financial statements.
ABCP insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding ABCP (13F)
None of the 59 investors we track reported a position in their latest 13F.