SKAS 10-K & 10-Q changes, risk factors and insider trading

The operation of the Downtown Manhattan Heliport was our onlymain source of revenue,revenue. While we are now providing financial advisory services, if we are not ableunable to find additional financial advisory customers or alternative revenue streams we willmay cease operations.operating.

On March 4, 2025, the Company was notified by NYCEDC that NYCEDC will be terminating the Concession Agreement effective March 29, 2025. Pursuant to the termination the Company vacated and ceased use of the Heliport on March 29, 2025. Upon the effective termination of the Concession Agreement,While we will cease to have acommenced revenueproviding generatingfinancial business.advisory Ifservices, if we are not successfulunsuccessful in growing our financial advisory business or identifying and obtaining alternative revenue streams other than our financial advisory business, we willmay have no businesscease operations.

Any additional losses of key managementemployees and directorsour sole executive officer and director may prevent us from winding up the business in an orderly way.

Our growth and future success depends on our ability to retain theour members of managementemployees and directorsour sole executive officer and director we currently have and to hire additional members of management and directors. Currently we have two members of management and two directors. If we lose any additional members of management or directors we may not be able to orderly wind up the business.

As of December 31, 2024,2025, our executive officers,officer, directorsdirector and their family members and associates, collectively, are entitled to vote 286,080299,412 shares, or 28.7%29.6% of the 995,9391,010,514 shares of our outstanding shares of common stock. Accordingly, and because there is no cumulative voting for directors, our executive officersofficer and directorsdirector areis currently in a position to influence the election of all of our Board of Directors. The management of our company is controlled by our Board of Directors, which is currently comprised of twoone independent directorsdirector and one executive officer/director.officer.

Our Board of Directors’Director’s right to issue shares of preferred stock could adversely impact the rights of holders of our common stock.

Our Board of DirectorsDirector currently has the right to authorize the issuance of up to 333,306 shares of one or more series of our preferred stock with such voting, dividend and other rights as our directorsdirector determine.determines. Such action can be taken by our Board of DirectorsDirector without the approval of our shareholders. Accordingly, the holders of any new series of preferred stock could be granted voting rights that reduce the voting power of the holders of our common stock. For example, the preferred holders could be granted the right to vote on a merger as a separate class even if the merger would not have an adverse effect on their rights. This right, if granted, would give such preferred holders a veto with respect to any merger proposal. Alternatively, such preferred holders could be granted a large number of votes per share while voting as a single class with the holders of our common stock, thereby diluting the voting power of the holders of our common stock. In addition, the holders of any new series of preferred stock could be given the option to redeem their shares for cash in the event of a merger. This would make acquiring us less attractive to a potential buyer. Thus, our Board of DirectorsDirector could authorize the issuance of shares of the new series of preferred stock in order to defeat a proposal for the acquisition of our company that a majority of the holders of our common stock otherwise favor.

Saker Aviation Services, Inc. is a Nevada corporation. Our common stock, $0.03 par value per share (the “common stock”), is quoted on the OTCQB Marketplace (“OTCQB”) under the symbol “SKAS”. We previously served as the operator of a heliport and currently haveprovide limitedfinancial operations.advisory services.

Our business activities at the Downtown Manhattan Heliport commenced in November 2008 when we were awarded the Concession Agreement by the City of New York to operate the Heliport, which we assigned to our subsidiary, FirstFlight Heliports, LLC d/b/a Saker Aviation Services (“FFH”). On March 4, 2025, the Company was notified by NYCEDC that NYCEDC will bewas terminating the Concession Agreement effective March 29, 2025. Pursuant to the termination the Company vacated and ceased use of the Heliport on March 29, 2025.

Our long-term strategy is to utilize the Company’s strong cash position and working capital to maximize shareholder value. The Company began providing financial advisory services and is workingcurrently diligentlyseeking to assessgrow the business while assessing various optionsstrategic toalternatives determinefor the best course of action.Company.

Revenue from operations increaseddecreased by 3.886.2 percent to $9,169,459$1,265,756 for the twelve months ended December 31, 2024,2025, as compared with corresponding prior-year period revenue of $8,837,614.$9,169,459.

For the twelve months ended December 31, 2024,2025, revenue from operations associated with services and supply items increaseddecreased by 1.285.6 percent to approximately $6,505,000$937,000 as compared to approximately $6,429,000$6,505,000 in the twelve months ended December 31, 2023.2024.

For the twelve months ended December 31, 2024,2025, revenue from operations associated with the sale of jet fuel and related items increaseddecreased by 1.387.2 percent to approximately $2,329,000$297,000 as compared to approximately $2,299,000$2,329,000 in the twelve months ended December 31, 2023.2024.

For the twelve months ended December 31, 2024,2025, all other revenue from operations increaseddecreased by 208.090.4 percent to approximately $335,000$32,000 as compared to approximately $109,000$335,000 in the twelve months ended December 31, 2023. This increase was attributable to an increase in non-aeronautical revenue, including photo shoot and advertising revenue, than the previous year.2024.

Total gross profit decreased by 25.589.0 percent to $516,360 in the twelve months ended December 31, 2025 as compared to $4,679,422 in the twelve months ended December 31, 2024 as compared to $6,281,220 in the twelve months ended December 31, 2023.2024. Gross margin was 51.040.8 percent for the twelve months ended December 31, 20242025 as compared to 71.151.0 percent for the same period in 2023. The decrease in gross profit and gross margin related primarily to increased fees paid to NYCEDC under agreement in 2024.

SG&A associated with operations were approximately $1,521,000$1,340,000 in the twelve months ended December 31, 2024,2025, a decrease of approximately $610,000,$181,000, or 28.611.9 percent, as compared to the twelve months ended December 31, 2023.2024. SG&A associated with operations as a percentage of revenue, was 16.6105.9 percent for the twelve months ended December 31, 2024,2025, as compared with 24.116.6 percent in the corresponding prior year period. The decreaseincrease in SG&A wasas a percentage of revenue on a year-over-year basis is primarily attributable to approximately three months of revenue in 2025 compared to a full year in 2024, as well as a one-time charge to record deferred compensation expense relating to a Covenant to Compete Agreement and increased professional fees relating to the terminationCompany’s ongoing challenge of the company’sNYCEDC managementselection agreementof effectivethe Aprilheliport’s 30,new 2023.operator.

Corporate SG&A was approximately $525,000$548,000 for the twelve months ended December 31, 2024,2025, representing aan decreaseincrease of approximately $111,000,$23,000, or 17.54.2 percent, as compared with the corresponding prior year period. The decrease in Corporate SG&A expenses remained substantially the same on a year-over-year basis was largely attributabledue to the continuing costs associated with a decreasepublic in services provided by various service providers.company.

OPERATING (LOSS) INCOME

Operating incomeloss for the year ended December 31, 20242025 was $2,633,039$(1,372,491) as compared to operating income of $3,512,910$2,633,039 in the year ended December 31, 2023.2024. The decrease in operating incomechange on a year-over-year basis was driven by the factors described above.

Interest income was $363,765$347,888 and $220,098$363,765 for the twelve months ended December 31, 20242025 and 2023,2024, respectively. The increase in interest incomedecrease is primarily attributable to thelower Company’sinterest working capital reserves investedrates in a high yield savings account and U.S government backed securities with UBS Financial Services Inc. (“UBS”) for all of 20242025 compared to part of 2023.2024.

Income tax expense for the twelve months ended December 31, 20242025 was approximately $732,200,$0 as compared to $1,507,000$732,200 in the same period in 2023. The decrease in income tax expense is attributable to lower net income in the twelve months ended December 31, 2024 as compared to 2023.2024.

Net (Loss) Income Per Share

BasicNet net income per shareloss for the twelve months ended December 31, 20242025 was $1.27$(1,089,990) as compared to basic net income per share of $2.50$1,254,824 in 2023. Diluted net income per share for the twelve months ended December 31, 2024 was $1.24 as compared to diluted net income per share of $2.47 in 2023.2024.

As of December 31, 2024,2025, we had cash and cash equivalents of $5,298,722$4,631,666 and a working capital surplus of $9,573,723.$8,727,245. We generated revenue from operations of $9,169,459$1,265,756 and had net incomeloss of $1,254,824$(1,089,990) for the year ended December 31, 2024.2025. For the year ended December 31, 2024,2025, cash flows included net cash used in operating activities of $599,580,$604,147, which included net incomeloss of $1,254,824, and$(1,089,990), cash used in investing activities of $1,033,407.$103,102, and cash provided by financing activities of $40,193.

The Company was party to a Concession Agreement, dated as of November 1, 2008, with the City of New York for the operation of the Downtown Manhattan Heliport (the “Concession Agreement”). Pursuant to the terms of the Concession Agreement, the Company was required to pay the greater of 18% of the first $5,000,000 in any program year based on cash collected (“Gross Receipts”) and 25% of Gross Receipts in excess of $5,000,000, or minimum annual guaranteed payments. The Company was party to a management agreement with Empire Aviation (“Empire”). The management agreement expired April 30, 2023. The Company’s internal management team and heliport employees have takentook over all duties relating to the management of the heliport. The Company incurred management fees with Empire of approximately $448,000 during the twelve months ended December 31, 2023. Empire had notified the Company that it believed additional fees were due under the management agreement. Please see Note 9.9 - Litigation.

On July 13, 2023, the DSBS was granted approval by the Franchise and Concession Review Committee to enter into an Interim Concession Agreement (the “Interim Agreement”) with the Company to provide for the continued operation of the Downtown Manhattan Heliport. The Interim Agreement became effective upon registration with the Comptroller of the City of New York and commenced on December 12, 2023, the date set forth in a written notice to proceed received by the Company. The Interim Agreement provides for one (1) six-month term (the “Initial Period”), with two (2) six-month options to renew (the “Renewal Periods”). The Company iswas required to pay the greater of $1,036,811 or 30% of Gross Receipts during the Initial Term and the greater of $518,406 or 30% of Gross Receipts during both Renewal Periods.

For the year ended December 31, 2024,2025, net cash used in operating activities was $599,580.$604,147. This amount included a decrease in operating cash related to net profitloss of $1,254,824$1,089,990 and additions for the following items: (i) depreciation, $15,515$3,879; (ii) stock-based compensation, $102,005$101,246; (iii) incomewrite-off taxof relinquished assets, net of depreciation, $104,339; (iv) accounts receivable, $44,899$316,027; (v) inventories, $6,647; (vi) prepaid expenses, $872,525; and (ivvii) customerdeferred deposits,liabilities, $9,586.$130,769. The increasedecrease in cash provided by operating activities in 20242025 was offset by the following items: (i) realized gain on investments, $44,420$38,952; (ii) accountscustomer receivable,deposits, $21,506$263,032; (iii) inventoriesaccounts $5,505payable, $40,044; (iv) prepaid expenses, $861,870; (v) accounts payable, $478,083; and (vi) accrued expenses, $615,025.$707,561.

For the year ended December 31, 2023,2024, net cash providedused byin operating activities was $3,344,387.$599,580. This amount included ana increasedecrease in operating cash related to net profit of $2,446,444$1,254,824 and additions for the following items: (i) depreciation, $16,414$15,515; (ii) stock-based compensation, $81,999$102,005; and (iii)inventories, $12,409; (iv) income tax receivable, $75,000; (v) customer deposits, $48,813; (vi) accounts payable, $376,628; and (vii) accrued expenses, $735,830.$9,586. The increase in cash provided by operating activities in 20232024 was offset by the following items: (i) realized gain on investments, $8,479$44,420; (ii) accounts receivable, $49,978 and$21,506; (iii) inventories $5,505; (iv) prepaid expensesexpenses, $390,693.$816,971; (v) accounts payable, $478,083; and (vi) accrued expenses, $615,025.

For the year ended December 31, 2023,2024, net cash of $2,389,835$1,033,407 was used in investing activities for the purchase of investments of $3,386,842$3,992,259 and the purchase of property and equipment of $22,992.$68,148. These amounts were offset by proceeds from the sale of investments of $852,000, the exercise of options of $7,999, and payment of note receivable from sale of assets of $160,000.$3,027,000.

Discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the amounts reported in the consolidated financial statements and the accompanying notes. We evaluate our estimates on an ongoing basis, including those estimates related to product returns, product and content development expenses, badcredit debts,losses, inventories, intangible assets, income taxes, contingenciescontingencies, valuation allowance and litigation. We base our estimates on experience and on various assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The terms “we”, “us”, and “our” are used below to refer collectively to the Company and its subsidiary through which our businessesbusiness areis conducted.

Saker Aviation Services, Inc. (“we,” “us,” “our” or the “Company”) is a Nevada corporation. Our common stock, $0.03 par value per share (the “common stock”), is quoted on the OTCQB Marketplace (“OTCQB”) under the symbol “SKAS”. We previously served as the operator of a heliport and currently provideprovides strategic financial advisory services to clients.

Comparison of Operations for the Three and Six Months Ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025.

For the three months ended MarchJune 31,30, 2026, revenue from operations associatedconsisted withof $15,000 from providing financial advisory services was $15,000.services. For the three months ended MarchJune 31,30, 2025, the Company did not recognize any revenue from operations. For the six months ended June 30, 2026, revenue from operations consisted of $30,000 from providing financial advisory services. For the six months ended June 30, 2025, revenue from operations atassociated with the Downtown Manhattan Heliport was $1,260,756, consisting of approximately $297,000 from the sale of jet fuel, approximately $937,000 associated withfrom services and supply items, and approximately $27,000 relating tofrom all other revenue. The changesignificant decrease in arevenue year-over-yearyear basisover year is dueattributable to the Company ceasing operations at the Downtown Manhattan Heliport on March 29, 2025. Accordingly, revenues for the 2026 period consist solely of financial advisory services.

For the three months ended MarchJune 31,30, 2026, cost of revenue fromconsisted of $26,875 related to providing financial advisory services was $21,875.services. For the three months ended MarchJune 31,30, 2025, the Company did not incur any cost of revenue. For the six months ended June 30, 2026, cost of revenue consisted of $48,750 related to providing financial advisory services. For the six months ended June 30, 2025, cost of revenue fromassociated with operating the Downtown Manhattan Heliport was $749,396. The significant year over year change in acost year-over-yearof basisrevenue is dueattributable to the Company ceasing operations at the Downtown Manhattan Heliport on March 29, 2025. Accordingly, cost of revenue for the 2026 period relates solely to the Company's financial advisory services.

Total gross profit from operations decreased by 101.3 percent in the three months ended March 31, 2026 as compared with the three months ended March 31, 2025. For the three months ended MarchJune 31,30, 2026, the Company hadreported a netgross loss from operations of $(6,875)$11,875. No gross profit or gross loss was recognized for the three months ended June 30, 2025, as the Company did not generate revenue during the period. For the six months ended June 30, 2026, the Company reported a gross loss from operations of $18,750, compared to a gross profit of $511,360 for the threesix months ended MarchJune 31,30, 2025. Gross margin was (45.862.5)% percent infor the threesix months ended MarchJune 31,30, 2026 as2026, compared to 40.640.6% percent infor the same period in the prior year. The changeyear-over-year decline in agross year-over-yearprofit basisand gross margin is dueprimarily attributable to the Company ceasing operatingoperations at the Downtown Manhattan Heliport on March 29, 2025. Accordingly, the 2026 results reflect only the Company's financial advisory services operations.

Interest income was $77,313 for the three months ended MarchJune 31,30, 2026, compared to $81,826 for the three months ended June 30, 2025. For the six months ended June 30, 2026 and 20252025, interest income was $79,303$156,616 and $78,671,$160,497, respectively.

Income tax expense was $0 for the three months ended MarchJune 31,30, 2026 and 20252025. For the six months ended June 30, 2026 and 2025, income tax expense was $0.

Net loss was $223,227$21,283 and $514,765$266,174 for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Net loss was $244,510 and $780,939 for the six months ended June 30, 2026 and 2025, respectively. The change on a year-over-year basisimprovement in net loss was largelyprimarily attributedattributable to the items discussed above.

Basic net loss per share for the three months ended MarchJune 31,30, 2026 and 2025 was $0.22$0.02 and $0.52,$0.27, respectively. Diluted net loss per share for the three months ended MarchJune 31,30, 2026 and 2025 was $0.22$0.02 and $0.51,$0.26, respectively. Basic net loss per share for the six months ended June 30, 2026 and 2025 was $0.24 and $0.78, respectively. Diluted net loss per share for the six months ended June 30, 2026 and 2025 was $0.24 and $0.77, respectively.

As of MarchJune 31,30, 2026, we had cash and cash equivalents of $4,539,940$4,249,563 and a working capital surplus of $8,509,684.$8,494,067. In the threesix months ended MarchJune 31,30, 2026, we generated revenue from operations of $15,000$30,000 and had a net loss of $223,227.$244,510. For the threesix months ended MarchJune 31,30, 2026, cash flows included net cash used in operating activities of $57,772,$316,241, which included net loss of $223,227,$244,510, and net cash used in investing activities of $33,954.$65,862.

On March 15, 2018, the Company entered into a loan agreement for a $1,000,000 revolving line of credit (the “Key Bank Revolver Note”) which, at the discretion of the Bank, provides for the Company to borrow up to $1,000,000 for working capital and general corporate purposes. On November 22, 2023, the Bank reduced the amount available under the Key Bank Revolver Note to $500,000. This revolving line of credit is a demand note with no stated maturity date. Borrowings under the Key Bank Revolver Note will bear interest at a rate per annum equal to Daily Simple SOFR plus 2.75%. The Company is required to make monthly payments of interest on any outstanding principal under the Key Bank Revolver Note and is required to pay the entire balance, including principal and all accrued and unpaid interest and fees, upon demand by the Bank. Any proceeds from the Key Bank Revolver Note would be secured by substantially all of the Company’s assets. There were no amounts due under the Key Bank Revolver Note at MarchJune 31,30, 2026 or 2025.

On February 10, 2025, the Company entered into a Covenant Not Toto Compete agreementAgreement (the “"Covenant Agreement”") with Brian Tolbert, the manager of the Downtown Manhattan Heliport (the “"Receiving Party”"). The Covenant Agreement provides for aggregate payments beginningof $276,923 over an 18-month period, which commenced in April 2025 totaling $276,923 over the next 18 months,2025, provided the Receiving Party does not disclose any confidential information to, or accept employment with, the new operator of the Heliport or any of its subsidiaries. TheAs of June 30, 2026, the Company has recorded the remaining liability andunder expensethe Covenant Agreement in the Company’s Condensed Consolidated Balance SheetsSheets, and the related expense has been recognized in the Condensed Consolidated Statements of OperationOperations, as of March 31, 2026.applicable.

During the threesix months ended MarchJune 31,30, 2026, we had a net decrease in cash of $91,726.$382,103. Our sources and uses of funds during this period were as follows:

For the threesix months ended MarchJune 31,30, 2026, net cash used in operating activities was $57,772.$316,241. This amount included a decrease in operating cash related to net loss of $223,227$244,510 and additions for the following items: (i) stock-based compensation, $5,666$11,332; (ii) prepaid expenses, $49,979$86,274; and (iii) accrued expenses, $174,576.$14,994. These increases in operating activities were offset by (i) realized gain on investments of $794$809; (ii) accounts receivable,payable, $10,000$83,522; and (iii) deferred liabilities, $46,154; and (iv) accounts payable, $7,818.$100,000.

For the threesix months ended MarchJune 31,30, 2025, net cash providedused byin operating activities was $34,789.$171,795. This amount included ana increasedecrease in operating cash related to net loss of $514,765$780,939 and additions for the following items: (i) depreciation and amortization, $3,879; (ii) stock-based compensation, $27,097$54,194; (iii) write-off of relinquished assets, net of depreciation, $104,339; (iv) accounts receivable, $128,422$316,027; (v) inventory, $6,647; (vi) prepaid expenses, $519,194$966,824; and (vii) deferred liabilities, $276,923; (viii) customer deposits, $2,852; and (ix) accounts payable, $105,644. These$230,769.These increases in operating activities were offset by a decrease in accrued expenses of $618,436 and(i) realized gain on investments of $7,007.$27,907; (ii) accounts payable, $95,939; (iii) accrued expenses, $686,657; and (iv) customer deposits, $263,032.

For the threesix months ended MarchJune 31,30, 2026, net cash used in investing activities was $33,954.$65,862. This amount included purchases of investments of $1,054,954$2,095,862 offset by the sale of investments of $1,021,000.$2,030,000.

For the threesix months ended MarchJune 31,30, 2025, net cash used in investing activities was $29,743.$53,584. This amount included purchases of investments of $732,598$1,710,439 and the purchase of property and equipment of $6,145, offset by the sale of investments of $709,000.$1,663,000.

Statements contained in this report may contain information that includes or is based upon "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent management's current judgment and assumptions, and can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements are frequently accompanied by the use of such words as "“approximately,"” "”may,” ”should,” ”will,” “believes," could," "estimated," "expects," "may,"”could,” "should," "will,"”estimated,” and similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors, are described in greater detail in our Annual Report on Form 10-K for the year ended December 31, 2025.