NOMA 10-K & 10-Q changes, risk factors and insider trading
Nomadar Corp. · Nasdaq · Services-Amusement & Recreation Services · CIK 1994214 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..
What changed in the latest 10-Q
Risk Factors
Our business is subject to various risks, including those described in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 31, 2026, which we strongly encourage you to review (the “2025 Annual Report”). There have been no material changes from the risk factors described in the 2025 Annual Report.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Company Background”
New heading “Corporate Overview”
New heading “Results of Operations for the six months Ended June 30, 2026 and 2025”
New heading “Operating Expenses”
Removed heading “Company Overview and Recent Developments”
Largest changes
“In connection with the SEPA, and subject to the conditions set forth therein, Yorkville has agreed to advance to us in the form of convertible promissory notes (the “Convertible Notes”) an aggregate principal amount of up to $3 million (each a “Pre-Paid Advance,” and together, the “Pre-Paid Advances”), which will be paid in three tranches. …”see in full comparison
“Beginning on October 22, 2025, and continuing on the same day of each successive month thereafter, (each, an “Installment Date”), we shall repay accrued and unpaid interest on each of the first four Installment Dates, and thereafter, we shall pay the principal amount plus accrued and unpaid interest on each remaining Installment Date (such amount due on each Installment Date, the “Installment Amount”); provided however, that an additional payment premium will be assessed if an amortization event occurs. …”see in full comparison
“Results of Operations for the six months Ended June 30, 2026 and 2025”see in full comparison
“The SEPA will automatically terminate on the earliest to occur of (i) the 36-month anniversary of the date of the SEPA, provided that if any Convertible Notes are then outstanding, such termination shall be delayed until the date that all Convertible Notes that were outstanding have been repaid, or (ii) the date on which Yorkville shall have made payment of advances pursuant to the SEPA equal to the Commitment Amount. …”see in full comparison
Full comparison: every changed paragraph (52)
The following discussion should be read together with the unaudited condensed consolidated financial statements and notes thereto appearing elsewhere in this report. References to “we,” “our,” “us,” and “Company” refer to Nomadar Corp.
Company Background
Company
Overview and Recent Developments
On
January 12, 2025, we entered into an agreement with EJB, whereby EJB agreed to enroll players into the training programs and we agreed
to provide training and related services to these players. Other than the entry into these commercial agreements, substantially all activity
for the period from August 8, 2023 (inception) through Marchour 31,direct 2026listing relates to our formation and our direct listing, transactions
entered entered
into to consummate the direct listing, and our efforts to execute our various license and fundraising agreements further described
herein. herein.
On October 31, 2025 we completed our direct listing on the Nasdaq Capital Market under the ticker symbol “NOMA”.
Corporate Overview
On
May 20, 2025, we entered into a standby equity purchase agreement (the “SEPA”) with YA II PN, LTD. (“Yorkville”),
a Cayman Islands exempt limited company, pursuant to which we have the right to sell to Yorkville up to $30.0 million (the “Commitment
Amount”) of our shares of common stock, par value $0.000001, subject to certain limitations and conditions set forth in the SEPA,
from time to time during the term of the SEPA. Sales of the shares of common stock to Yorkville under the SEPA, and the timing of any
such sales, are at our option, and we are under no obligation to sell any shares of Common Stock to Yorkville under the SEPA except in
connection with notices that may be submitted by Yorkville, in certain circumstances as described below.
Upon
the satisfaction of the conditions to Yorkville’s purchase obligation set forth in the SEPA, we will have the right, but not the
obligation, from time to time at our discretion until the SEPA is terminated, to direct Yorkville to purchase a specified number of shares
of common stock (“Advance”) by delivering written notice to Yorkville ( “Advance Notice”). While there is no
mandatory minimum amount for any Advance, it may not exceed an amount equal to 100% of the average of the daily traded amount during
the five consecutive trading days immediately preceding an Advance Notice.
The
shares of Common Stock purchased pursuant to an Advance delivered by us will be purchased at a price equal to 95% of the lowest daily
volume weighted average price (“VWAP”) of the shares of common stock during the three consecutive trading days commencing
on the date of the delivery of the Advance Notice.
In
connection with the SEPA, and subject to the conditions set forth therein, Yorkville has agreed to advance to us in the form of convertible
promissory notes (the “Convertible Notes”) an aggregate principal amount of up to $3 million (each a “Pre-Paid Advance,”
and together, the “Pre-Paid Advances”), which will be paid in three tranches. The first Pre-Paid Advance was disbursed on
May 22, 2025 in the amount of $0.5 million with a fixed conversion price of $8.00, the second Pre-Paid Advance was disbursed on July
2, 2025 in the amount of $0.5 million with a fixed conversion price of $8.00, and the third Pre-Paid Advance was disbursed on November
4, 2025 in a principal amount of $2 million. In February 2026, the Company issued shares of Class A common stock to a third-party investor
at a price equal to $3.65 per share. As a result, the conversion price of the Convertible Notes was adjusted downward to $3.65 per share The
purchase price for the Pre-Paid Advance is 92.0% of the principal amount of the Pre-Paid Advance. Interest shall accrue on the outstanding
balance of any Pre-Paid Advance at an annual rate equal to 8%, subject to an increase to 18% upon an event of default as described in
the Convertible Notes. The maturity date of the Convertible Note issued in connection with each Pre-Paid Advance is May 20, 2026.
Yorkville may convert the Convertible Notes into shares of our common stock at any time at a fixed conversion price equal to $3.65, subject
to the terms of the Convertible Notes.
Beginning
on October 22, 2025, and continuing on the same day of each successive month thereafter, (each, an “Installment Date”), we
shall repay accrued and unpaid interest on each of the first four Installment Dates, and thereafter, we shall pay the principal amount
plus accrued and unpaid interest on each remaining Installment Date (such amount due on each Installment Date, the “Installment
Amount”); provided however, that an additional payment premium will be assessed if an amortization event occurs. At any time or
times on or after any Installment Date, Yorkville shall be entitled to convert any portion of any due and unpaid Installment Amount outstanding
under a Convertible Note until such amount has been paid into shares at a price per share equal to 95% of the lowest daily VWAP during
the 10 consecutive Trading Days immediately preceding the Conversion Date (the “Variable Price” and collectively with the
Fixed Price, the “Conversion Price”), but which Variable Price shall not be lower than $1.60 (the “Floor Price”).
In addition, upon the occurrence and during the continuation of an event of default, the Convertible Notes shall become immediately due
and payable. In no event shall Yorkville be allowed to effect a conversion if such conversion, along with all other shares of common
stock beneficially owned by Yorkville and its affiliates would exceed 4.99% of the outstanding shares of our common stock.
Yorkville,
in its sole discretion and provided that there is a balance remaining outstanding under the Convertible Notes, may deliver a notice under
the SEPA requiring the issuance and sale of shares of common stock to Yorkville at a purchase price equal to the Conversion Price as
determined in accordance with the Convertible Note in consideration of an offset of amounts owed under the Convertible Notes (“Yorkville
Advance”). Yorkville, in its sole discretion, may select the amount of any Yorkville Advance, provided that the number of shares
issued does not cause Yorkville to exceed the 4.99% ownership limitation, and does not exceed the Exchange Cap or the amount of shares
of common stock that are registered. As a result of a Yorkville Advance, the amounts payable under the Convertible Notes will be offset
by such amount subject to each Yorkville Advance.
Under
the applicable Nasdaq rules, in no event may we issue to Yorkville under the SEPA more than 19.99% of the shares of Common Stock outstanding
immediately prior to the execution of the SEPA (the “Exchange Cap”), unless we obtain stockholder approval to issue shares
of Common Stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules. Moreover, we may not issue or sell any shares
of Common Stock to Yorkville under the SEPA which, when aggregated with all other shares of common stock then beneficially owned by Yorkville
and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and Rule 13d-3 thereunder), would result in Yorkville beneficially owning more than 4.99% of the outstanding shares of Common Stock.
We
will control the timing and amount of any sales of shares of common stock to Yorkville, except with respect to Yorkville Advances. Actual
sales of shares of common stock to Yorkville as an Advance under the SEPA will depend on a variety of factors to be determined by us
from time to time, which may include, among other things, market conditions, the trading price of our common stock and determinations
by us as to the appropriate sources of funding for our business and operations.
The
SEPA will automatically terminate on the earliest to occur of (i) the 36-month anniversary of the date of the SEPA, provided that if
any Convertible Notes are then outstanding, such termination shall be delayed until the date that all Convertible Notes that were outstanding
have been repaid, or (ii) the date on which Yorkville shall have made payment of advances pursuant to the SEPA equal to the Commitment
Amount. We have the right to terminate the SEPA at no cost or penalty upon five (5) trading days’ prior written notice to Yorkville,
provided that there are no outstanding Advance Notices for which shares of common stock need to be issued and we have paid all amounts
owed to Yorkville pursuant to the Convertible Notes. We may also agree with Yorkville to terminate the SEPA by mutual written consent.
Neither we nor Yorkville may assign or transfer our respective rights and obligations under the SEPA, and no provision of the SEPA may
be modified or waived by us or Yorkville other than by an instrument in writing signed by both parties.
As
consideration for Yorkville’s commitment to purchase the shares of common stock pursuant the SEPA, we paid Yorkville, (i) a due
diligence fee in the amount of $25,000 and (ii) a commitment fee equal to 37,500 shares of common stock, issued upon the execution of
the SEPA.
In
connection with the SEPA, on May 20, 2025 we entered into a registration rights agreement (the “Registration Rights Agreement”)
with Yorkville. Pursuant to the Registration Rights Agreement, we agreed to register all of the shares of common stock issuable upon
conversion of the Convertible Notes and all of the shares of common stock issuable under the SEPA pursuant to an Advance.
On
November 17, 2025, the Company entered into a land lease agreement and purchase option (the “Lease Agreement”) with Sportech,
pursuant to which Sportech, as the owner of a plot of land located at Puerto de Santa Maria, Spain, as further described in the Lease
Agreement (the “Property”), has agreed to lease the Company the Property, for an initial term of three years from the date
of the Lease Agreement, which may be extended for an additional two year period by mutual agreement between the Company and Sportech.
We intend to construct Sportech City on the Property. Once complete, the facility is planned to span over approximately 110,000 m²,
and feature a venue, which can host concerts and sporting events, with capacity for over 40,000 fans, a world-class hotel and convention
center with commercial area, a sports clinic, gym & spa, and food court. As of March 31, 2026 we have paid deposits with respect
to the lease agreement of $8,202,381, which will be applied to the purchase option once executed.
On April 9, 2026, the Company and Sportech entered into an addendum to the Lease Agreement (see Note 5). The Addendum provides that the purchase option set forth in the Agreement may be exercised in increments over the course of the term of the Agreement, so long as each purchase option is not for less than 100,000 square meters of the Property. Simultaneously with the execution of the Addendum, the Company and Sportech entered into a binding purchase option, whereby the Company agreed to purchase 130,000 square meters of the Property from Sportech for €3,792,100 (approximately $4.45 million) within 90 days from the date of the purchase option. The Board and the Audit Committee of the Board each approved and ratified the execution of the Addendum and the purchase option on April 12, 2026.
Effective May 18, 2026, the Company exercised the purchase option over the remaining portion of the 161,433 square meters of the Property, whereby the Company agreed to purchase such remaining portion of the Property for €4,709,000.61 (approximately $5.49 million), plus the applicable taxes and costs, within 90 business days from the date of the purchase option.
On May 20, 2025, we entered into a standby equity purchase agreement (the “SEPA”) with YA II PN, LTD. (“Yorkville”), a Cayman Islands exempt limited company, pursuant to which we have the right to sell to Yorkville up to $30.0 million (the “Commitment Amount”) of our shares of common stock, par value $0.000001, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA. Sales of the shares of common stock to Yorkville under the SEPA, and the timing of any such sales, are at our option, and we are under no obligation to sell any shares of Class A common stock to Yorkville under the SEPA except in connection with notices that may be submitted by Yorkville.
We
engaged in limited operations until 2025 when we began generating revenue from providing services under commercial contracts and purchase
orders entered into in the ordinary course of business. On January 10, 2025, we entered into the Framework Agreement with Cádiz
CF, whereby, among other things, Cádiz CF agreed to provide technical training staff for players enrolled in our programs, and
we agreed to integrate our training methodologies into Cádiz CF’s training sessions. The Framework Agreement provides that
Nomadar will: (i) coordinate the registration and enrollment of international players; (ii) manage accommodation for the players, (iii)
coordinate with Cádiz CF technical staff; (iv) provide training equipment, and merchandising; and (v) integrate Nomadar’s
training methodologies into the Cádiz CF training sessions. It further provides that Cádiz CF will: (i) provide coaching
staff; (ii) integrate these international players into Cádiz CF youth academy teams; and (iii) organize matches. Pursuant to the
Framework Agreement, each party shall issue the corresponding invoices, indicating the relevant service and concept. All specific services
to be provided by Cádiz CF to Nomadar shall be paid for by Nomadar according to each player’s use and participation in each
program. All specific services to be provided by Nomadar to Cádiz CF shall be paid for by Cádiz CF. The actual payments
terms to be paid pursuant to the invoices under the Framework Agreement are not known at this time. The Framework Agreement is effective
for three (3) years, renewable by written agreement; provided, however, that either party may terminate the Framework Agreement with 60
60 days’ prior written notice. On January 12, 2025, we entered into an agreement with EJB, whereby EJB agreed to enroll players into
into our training programs and we agreed to provide training and related services to these players. Other than the entry into these commercial
agreements, substantially all activity for the period from August 8, 2023 (inception) through MarchJune 31,30, 2026 relates to our formation
and the direct listing, transactions entered into to consummate the direct listing, as well as our efforts to execute our various license
and fundraising agreements further described herein. We expect to generate non-operating income in the form of interest income on cash
and cash equivalents as well as the note receivable with Sportech. As a now publicly listed company, we expect to incur increased expenses
as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence
expenses.
Results
of Operations for the Threethree months Ended MarchJune 31,30, 2026 and 2025
During the three months ended June 30, 2026 we had a net loss of $439,941, compared to a net loss of $622,758 during the second quarter of 2025. The primary driver of the decrease in net loss was the increase in gross profit of $381,169, decreases in other expenses, net of $177,778 and professional fees of $199,355, partially offset by increases in general and administrative expenses of $258,116, sales and marketing expenses of $150,030 and loss on foreign currency transactions, net, of $167,339. The primary driver of the decrease in other expenses, net, was a SEPA commitment fee and structuring fee of $325,000 recorded during the three months ended June 30, 2025.
During
the first quarter of 2026 we had a net loss of $1,586,954 compared to a net loss of $291,319 during the first quarter of 2025. The
primary driver of the increase in net loss was the increased non-cash loss from change in fair value of the convertible notes
payable of $621,207 recorded within other expense. Additionally, our net loss increased due to an increase in operating expenses
of $837,889.
We
earned revenue of $403,800$669,571 during the three months ended MarchJune 31,30, 20262026, compared to $186,937$312,633 in the three months ended MarchJune 31,30, 2025.
The increase in revenue is mainly attributable to the commencement of our educational services offering through which we provide training initiatives
initiatives in digital competencies aimed at professional sports and their business management.management Weas recognizedwell educationalas services revenue
of $253,725 during the three months ended March 31, 2026. Additionally, during the first quarter of 2026 we recognized $52,500 of revenue
from our Mágico González brand. Lastly, during the first quarter of 2026 we recognized $48,739$146,217 of revenue by licensing
the naming
rights to our Sportech City facility project. The increases in revenue were offset by a decrease of $138,101 in HPT training
revenue due to differences in the timing and volume of our training contracts.Project.
We
incurred costs of sales of $47,856$70,475 during the three months ended MarchJune 31,30, 20262026, compared to $176,388$94,706 in the three months ended MarchJune 30,
31, 2025. The decrease in cost of sales was driven primarily by athe decreasedifferences in HPTthe timing and volume of our training services provided.contracts.
We
had operating expenses of $1,134,709$823,142 and $296,820$447,012 during the three months ended MarchJune 31,30, 2026 and 2025, respectively. The increase of $376,130,
$837,889, or 282%,84%, was primarily driven by the expansion of our operational activities following our direct listing,listing anincluding increase$62,029 indirector
fees, $61,857 Nasdaq related expenses, $55,961 professional
fees services and $66,631 of $305,303salary andrelated by the increase in our sales and marketing expenses of $48,333.expenses.
Results of Operations for the six months Ended June 30, 2026 and 2025
Net Loss
During the six months ended June 30, 2026 we had a net loss of $2,026,895 compared to a net loss of $914,077 during the six months ended June 30, 2025. The primary driver of the increase in net loss was the increased non-cash loss from change in fair value of the convertible notes payable of $836,024 recorded within other expense. Additionally, our net loss increased due to an increase in operating expenses of $1,214,019 offset by $726,564 increase in gross profit.
Revenues
We earned revenue of $1,073,371 during the six months ended June 30, 2026 compared to $499,570 in the six months ended June 30, 2025. The increase in revenue is mainly attributable to the commencement of our educational services through which we provide training initiatives in digital competencies aimed at professional sports and their business management. We recognized educational services revenue of $675,291 during the six months ended June 30, 2026. We recognized educational services revenue of $675,291 during the six months ended June 30, 2026. Additionally, during the first six months of 2026, we recognized $52,500 of revenue from our Mágico González brand compared to $0 recognized during the first six months of 2025. Lastly, during the first six months of 2026, we recognized $194,956 of revenue by licensing the naming rights to our Sportech City facility project compared to $0 recognized during the first six months of 2025. During the six months ended June 30, 2026 the Company recognized revenue related to the programs held under the HPT Agreement of $150,624 as opposed to $321,082 of revenues recognized during the six months ended June 30, 2025.
Cost of Sales
We incurred costs of sales of $118,331 during the six months ended June 30, 2026 compared to $271,094 in the six months ended June 30, 2025. The decrease in cost of sales was driven primarily by the differences in the timing and volume of our training contracts.
Operating Expenses
We had operating expenses of $1,957,851 and $743,832 during the six months ended June 30, 2026 and 2025, respectively. The increase of $1,214,019 or 163%, was driven by the expansion of our operational activities following our direct listing, an increase in professional fees of $105,948 and by the increase in our sales and marketing expenses of $198,363.
As
of MarchJune 31,30, 2026, we had $1,962,060$438,578 in cash and a working capital deficit of $4,733,516.$641,187. We have incurred an operating loss for the
three six months ended
June March 31,30, 2026 of $778,765,$2,026,895, and had cash outflow from operations of $180,699.$756,691. As of MarchJune 31,30, 2026, we had an accumulated
deficit of $5,766,825.
$6,206,766. Further, we expect to continue to incur significant costs in pursuit of our financing and acquisition plans. These conditions
conditions raise substantial doubt about our ability to continue as a going concern for a period of one year after the date of this filing.
Our plans to address this uncertainty include obtaining future debt and equity financings. On March 27, 2026, we entered into a subscription agreement with an unaffiliated third-party investor, pursuant to which the investor agreed to purchase, and we agreed to sell, up to $1.74 million of our Class A common stock. Effective July 19, 2026, we entered into a subscription agreement with an unaffiliated third-party investor, pursuant to which the investor agreed to purchase, and we agreed to sell, up to $2.28 million of the Company’s Class A common stock.
As of June 30, 2026 we sold 175,234 shares of common stock in exchange for proceeds of $477,442, net of $162,163 of offering costs paid to the unaffiliated third-party investor in fulfillment of the first and second tranches.
Our
plans to address this uncertainty include obtaining future debt and equity financings.
In addition, in November 2024, the Company entered into a binding capital contribution agreement with Sportech, as
amended in June 2025, pursuant to which Sportech has agreed to provide up to $10 million to fund the business and operations of the Company
in 2025, 2026, and 2027. As of the issuance date of these financial statements, the Company received the full $10 million in funding under
the agreement with Sportech. On March 27, 2026, we entered into a subscription
agreement with an unaffiliated third-party investor, pursuant to which the investor agreed to purchase, and we agreed to sell, up to
$1.74 million of our class A common stock.
Unless
it is extended at the discretion of the holder, the maturity date of the Convertible Notes issued in connection with each Pre-Paid Advance
is Mayextended 20,to October 10, 2026. Yorkville may convert the Convertible Notes into shares of our common stock at any time at a fixed conversion
price price
equal to $3.65, subject to the terms of the Convertible Notes.
The
following table presents the major components of net cash flows used in and provided by operating, investing, and financing activities,activities
for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.
For
the threesix months ended March
31,June 30, 2026, we incurred a net loss of 1,586,954.$2,026,895. Net cash used in operating activities was $180,699,$756,691, consisting
of $621,207$868,962 change in fair
value of convertible notes payable, $97,971$197,031 amortization of the loan receivable premium, $152,126$205,889 foreign
exchange loss on loan receivable,
$156,940 $136,607 foreign exchange lossgain on related party finance lease, $125,529 accretion of deferred liability
– related party, $29,708
$47,024 of interest on finance lease liability, and changes in operating assets and liabilities included a $389,035 $105,128
increase in accounts receivable,
$69,363 $115,372 increase in interest receivable – related party, $115,357$486,103 increase in prepaid expensesexpenses,
$48,299 and other current assets, $101,957
increasedecrease in accounts payable, $492,701$264,702 increase in accrued expenses, $156,863$320,000 decrease in direct listing fees payable, $65,129$251,344
increase increase
in due to (from) related party, and a $607,485$511,526 increase in deferred revenue. The increase in net loss is primarily due to the
change in fair
value of the convertible note payable.
For
the threesix months ended MarchJune 31,30, 2025, we incurred a net loss of $291,319.$914,077. Net cash provided by operating activities was $47,638.$54,086, Changesconsisting
of $40,000 loss from original issue discount on convertible notes payable, $32,938 change in operatingfair assetsvalue andof liabilitiesconvertible includednotes apayable,
$300,000 $536,022non-cash issuance of commitment shares in conjunction with convertible note payable, $53,827 foreign exchange gain on loan receivable,
$16,240 increase in accounts receivable, $11,795 increase in interest receivable – related party, $9,122 increase in prepaid expenses,
$773,751 increase in accounts payable related to professional fees and costs of sales
incurred, a$124,277 $5,049decrease in accrued expenses,
$8,300 increase in interest payable -– stockholder loan, and a $16,240$8,324 decrease in accountsdeferred receivable related to collection
of an up-front fee on a stadium event contract and billed amounts pertaining to HPT program services rendered.revenue.
For
the threesix months ended MarchJune 31,30, 2026, net cash provided by investing activities was $2,125,333.$806,536. Net cash provided by investing activities
was comprised of proceeds from the related party loan receivable of $2,628,223$3,572,502 offset by $500,000$2,000,000 payments in connection with an agreement
with an investorinvestor, investment in development of land and $2,890construction project of $761,994 and $3,972 for the purchase of equipment.
There
were no investing activities during the threesix months ended MarchJune 31,30, 2025.
For
the threesix months ended MarchJune 31,30, 2026, net cash usedprovided by financing activities was $60,737.$310,570. Net cash usedprovided by financing activities
was comprised
of proceeds from issuance of common stock pursuant to subscription agreement of $1,938,257$2,415,699 and $3,770,278$5,405,418 of proceeds from
issuance of
common stock pursuant to a capital contribution agreement, offset by $41,964$70,071 of payments towards the finance lease, $4,934,912 $6,648,080
of payments
toward purchase option of related party finance lease, and $792,396 of payments toward the related party deferred liability.
For
the threesix months ended MarchJune 31,30, 2025, net cash usedprovided inby financing activities was $21,196.$131,567. Net cash usedprovided inby financing activities
was comprised
of payments made on athe stockholder loan of $21,196.$324,601, payments made on deferred liability – related party of $207,604,
proceeds from contributed capital issued in advance for stock payable – related party of $203,772, and proceeds from convertible
notes payable of $460,000.
Our
significant accounting policies are summarized in Note 2, “Summary of Significant Accounting Policies” included within the
Notes to our unaudited condensed consolidated financial statements included elsewhere in this quarterly report on Form 10-Q and in Note
2 to our audited annual financial statements included in the 2025 FormAnnual 10-K.Report.
Other
than the Revenue Recognition policy shown in Note 2, “Summary of Significant Accounting Policies” included within the Notes
to our unaudited condensed consolidated financial statements included elsewhere in this quarterly report on Form 10-Q, there have been
no significant changes in our critical accounting policies during the threesix months endingended MarchJune 31,30, 2026 as compared with those previously
disclosed in the 2025 FormAnnual 10-K.Report.
On
September 1, 2023, the Company entered into a line of credit agreement with Sportech, allowing the Company to borrow up to $1,000,000
from Sportech, with an interest rate of 4.19% and which expires on December 31, 2029. As of MarchJune 31,30, 2026, the Company has $0 outstanding
on the line of credit agreement.
On
June 12, 2025, the Company entered into an Assignment Agreement with Cádiz CF for the assignment of a participative loan agreement
to the Company. In exchange for the assignment of the Participative Loan, the Company agreed to pay Cádiz CF $1 million within
24 months from the date of the Assignment Agreement. As of MarchJune 31,30, 2026, the Company had fully repaid the $1 million deferred liability.
NOMA insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 4 Form 4 filings (1 insider, 84 trade dates, 199,611 shares, about $1.3M) and open-market sales in 0 filings. Net open-market shares: 199,611 (purchases minus sales); net value about $1.3M.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.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-03-13 | Sport City Cadiz S.l. |
Open-market purchase | 2,700 | $5.15 | $13.9K |
| 2026-03-12 | Sport City Cadiz S.l. |
Open-market purchase | 700 | $5.27 | $3.7K |
| 2026-03-11 | Sport City Cadiz S.l. |
Open-market purchase | 1,800 | $5.17 | $9.3K |
| 2026-03-10 | Sport City Cadiz S.l. |
Open-market purchase | 3,000 | $5.00 | $15.0K |
| 2026-03-09 | Sport City Cadiz S.l. |
Open-market purchase | 1,350 | $5.06 | $6.8K |
| 2026-03-06 | Sport City Cadiz S.l. |
Open-market purchase | 4,300 | $5.14 | $22.1K |
| 2026-03-05 | Sport City Cadiz S.l. |
Open-market purchase | 5,200 | $5.01 | $26.1K |
| 2026-03-04 | Sport City Cadiz S.l. |
Open-market purchase | 2,500 | $4.64 | $11.6K |
| 2026-03-03 | Sport City Cadiz S.l. |
Open-market purchase | 2,650 | $4.41 | $11.7K |
| 2026-03-02 | Sport City Cadiz S.l. |
Open-market purchase | 200 | $4.18 | $836 |
| 2026-02-26 | Sport City Cadiz S.l. |
Open-market purchase | 200 | $4.43 | $886 |
| 2026-02-25 | Sport City Cadiz S.l. |
Open-market purchase | 150 | $4.27 | $640 |
| 2026-02-23 | Sport City Cadiz S.l. |
Open-market purchase | 200 | $4.69 | $938 |
| 2026-02-19 | Sport City Cadiz S.l. |
Open-market purchase | 450 | $4.72 | $2.1K |
| 2026-02-18 | Sport City Cadiz S.l. |
Open-market purchase | 500 | $4.71 | $2.4K |
| 2026-02-17 | Sport City Cadiz S.l. |
Open-market purchase | 100 | $4.66 | $466 |
| 2026-02-13 | Sport City Cadiz S.l. |
Open-market purchase | 750 | $4.71 | $3.5K |
| 2026-02-12 | Sport City Cadiz S.l. |
Open-market purchase | 1,050 | $4.50 | $4.7K |
| 2026-02-11 | Sport City Cadiz S.l. |
Open-market purchase | 2,700 | $4.59 | $12.4K |
| 2026-02-10 | Sport City Cadiz S.l. |
Open-market purchase | 1,500 | $4.62 | $6.9K |
| 2026-02-09 | Sport City Cadiz S.l. |
Open-market purchase | 1,850 | $4.50 | $8.3K |
| 2026-02-06 | Sport City Cadiz S.l. |
Open-market purchase | 600 | $3.96 | $2.4K |
| 2026-02-05 | Sport City Cadiz S.l. |
Open-market purchase | 2,600 | $3.58 | $9.3K |
| 2026-02-04 | Sport City Cadiz S.l. |
Open-market purchase | 1,900 | $3.62 | $6.9K |
| 2026-02-03 | Sport City Cadiz S.l. |
Open-market purchase | 3,600 | $3.60 | $13.0K |
| 2026-02-02 | Sport City Cadiz S.l. |
Open-market purchase | 7,225 | $3.64 | $26.3K |
| 2026-01-30 | Sport City Cadiz S.l. |
Open-market purchase | 6,000 | $3.91 | $23.5K |
| 2026-01-29 | Sport City Cadiz S.l. |
Open-market purchase | 150 | $4.58 | $687 |
| 2026-01-28 | Sport City Cadiz S.l. |
Open-market purchase | 250 | $5.09 | $1.3K |
| 2026-01-27 | Sport City Cadiz S.l. |
Open-market purchase | 225 | $5.10 | $1.1K |
| 2026-01-26 | Sport City Cadiz S.l. |
Open-market purchase | 225 | $4.61 | $1.0K |
| 2026-01-22 | Sport City Cadiz S.l. |
Open-market purchase | 400 | $4.50 | $1.8K |
| 2026-01-21 | Sport City Cadiz S.l. |
Open-market purchase | 125 | $4.11 | $514 |
| 2026-01-20 | Sport City Cadiz S.l. |
Open-market purchase | 300 | $4.04 | $1.2K |
| 2026-01-16 | Sport City Cadiz S.l. |
Open-market purchase | 400 | $4.30 | $1.7K |
| 2026-01-15 | Sport City Cadiz S.l. |
Open-market purchase | 300 | $4.15 | $1.2K |
| 2026-01-14 | Sport City Cadiz S.l. |
Open-market purchase | 300 | $4.09 | $1.2K |
| 2026-01-13 | Sport City Cadiz S.l. |
Open-market purchase | 300 | $4.09 | $1.2K |
| 2026-01-12 | Sport City Cadiz S.l. |
Open-market purchase | 200 | $4.18 | $836 |
| 2026-01-09 | Sport City Cadiz S.l. |
Open-market purchase | 800 | $3.89 | $3.1K |
| 2026-01-08 | Sport City Cadiz S.l. |
Open-market purchase | 700 | $3.82 | $2.7K |
| 2026-01-05 | Sport City Cadiz S.l. |
Open-market purchase | 750 | $3.65 | $2.7K |
| 2026-01-02 | Sport City Cadiz S.l. |
Open-market purchase | 600 | $4.01 | $2.4K |
| 2025-12-31 | Sport City Cadiz S.l. |
Open-market purchase | 900 | $4.20 | $3.8K |
| 2025-12-30 | Sport City Cadiz S.l. |
Open-market purchase | 1,175 | $4.50 | $5.3K |
| 2025-12-29 | Sport City Cadiz S.l. |
Open-market purchase | 300 | $5.18 | $1.6K |
| 2025-12-29 | Sport City Cadiz S.l. |
Open-market purchase | 1,400 | $4.72 | $6.6K |
| 2025-12-26 | Sport City Cadiz S.l. |
Open-market purchase | 1,650 | $5.13 | $8.5K |
| 2025-12-24 | Sport City Cadiz S.l. |
Open-market purchase | 1,150 | $5.45 | $6.3K |
| 2025-12-23 | Sport City Cadiz S.l. |
Open-market purchase | 600 | $5.73 | $3.4K |
| 2025-12-23 | Sport City Cadiz S.l. |
Open-market purchase | 100 | $6.38 | $638 |
| 2025-12-22 | Sport City Cadiz S.l. |
Open-market purchase | 1,750 | $6.53 | $11.4K |
| 2025-12-19 | Sport City Cadiz S.l. |
Open-market purchase | 800 | $6.84 | $5.5K |
| 2025-12-18 | Sport City Cadiz S.l. |
Open-market purchase | 100 | $7.06 | $706 |
| 2025-12-18 | Sport City Cadiz S.l. |
Open-market purchase | 1,600 | $6.59 | $10.5K |
| 2025-12-17 | Sport City Cadiz S.l. |
Open-market purchase | 1,400 | $6.22 | $8.7K |
| 2025-12-16 | Sport City Cadiz S.l. |
Open-market purchase | 425 | $7.22 | $3.1K |
| 2025-12-15 | Sport City Cadiz S.l. |
Open-market purchase | 600 | $7.33 | $4.4K |
| 2025-12-15 | Sport City Cadiz S.l. |
Open-market purchase | 100 | $8.50 | $850 |
| 2025-12-15 | Sport City Cadiz S.l. |
Open-market purchase | 1,200 | $6.76 | $8.1K |
Well-known investors holding NOMA (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Millennium Management (Israel Englander) | 2026-06-30 | 32,515 | $121.9K | 0.0% | Reduced 10% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 14,971 | $61.1K | — | Sold out |