alpha-En Corp 10-K for FY2025
alpha-En Corp (ALPE)
About this 10-K
alpha-En Corp filed this 10-K on October 9, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $1.11M
- compared with a net loss of $1.9M a year earlier
- Diluted EPS
- -$0.02
- compared with -$0.04 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
For the fiscal year ended
or
For the transition period from ____________ to _____________
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐ Yes ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☐ Yes ☒
Indicate by check mark the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, as of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $
As of October 9, 2026, there were
DOCUMENTS INCORPORATED BY REFERENCE: None
TABLE OF CONTENTS
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EXPLANATORY NOTE
This Annual Report on Form 10-K (this “Report”) is a comprehensive annual report of alpha-En Corporation (the “Company,” “Alpha-En,” “we,” “us,” or “our”) for the fiscal year ended December 31, 2025, and also provides information relating to our fiscal years ended December 31, 2023 and December 31, 2024 (together, the “Affected Periods”). We are filing this comprehensive Report in order to become current in our reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Our last periodic report filed with the Securities and Exchange Commission (the “SEC”) was our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed on November 14, 2019. We have not filed annual or quarterly reports for the periods after that date. The Company did not file Annual Reports on Form 10-K for the fiscal years ended December 31, 2019 through December 31, 2024, or Quarterly Reports on Form 10-Q for the quarterly periods during the years 2020 through 2025. This delinquency resulted from the departure of the Company’s technical and accounting staff during 2020 through 2022, limited financial resources, and the effective suspension of operations until the Company was re-staffed and resumed limited operations beginning in August 2022, when Dr. Landon Oakes joined as Chief Technology Officer.
This Report includes audited financial statements as of December 31, 2025, 2024 and 2023. This Report also contains the information and disclosures that stockholders would otherwise have received in the Company’s delinquent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q for the Affected Periods. In the interest of complete and current disclosure, this Report includes material information regarding developments occurring after December 31, 2025 through the filing date of this Report.
We have not filed, and do not intend to file, separate Annual Reports on Form 10-K for the fiscal years ended December 31, 2019, 2020, 2021, 2022, 2023, 2024 or 2025, or Quarterly Reports on Form 10-Q for the quarterly periods during the years ended December 31, 2020, 2021, 2022, 2023, 2024 or 2025. The Company believes that filing this comprehensive Report is the most efficient means of providing stockholders with current audited financial statements and updated disclosure while restoring compliance with its reporting obligations under the Exchange Act.
Investors should rely only on the financial information and other disclosures regarding the Company contained in this Report and in documents filed by the Company with the SEC after the date of this Report. Information contained in the Company’s previously filed periodic reports, registration statements and other SEC filings may no longer reflect the Company’s current business, financial condition, capitalization, management, operations or prospects and should not be relied upon except to the extent specifically updated by this Report or a subsequent SEC filing. Our previously filed periodic reports and registration statements should not be relied upon for current information about the Company.
FORWARD-LOOKING STATEMENTS
This Report contains forward-looking statements within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include all statements that do not relate solely to historical or current facts, and you can identify forward-looking statements because they contain words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “should,” “will” and similar expressions that concern our prospects, objectives, strategies, plans or intentions. All statements made relating to our operating and growth strategies, technology development, commercialization plans, government funding, customer relationships and future growth prospects are forward-looking statements.
These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those expected. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those discussed under the heading “Risk Factors” below, as well as those discussed elsewhere in this Report. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.
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PART I
Item 1. Business
Overview
Alpha-En Corporation, a Delaware corporation (the “Company”), is a development-stage clean technology company focused on developing and commercializing a proprietary process for the production of high-purity lithium metal and cell-ready lithium metal battery electrodes in an environmentally friendly manner. Our core technology, which we refer to as Reductive Lithium Extraction (“RLE”), directly converts lithium raw materials — including brine-derived solutions, recycled lithium-ion battery solutions and dissolved lithium carbonate — into thin films of lithium metal suitable for use as battery anodes. The RLE process operates at room temperature, functions simultaneously as a lithium extraction and a thin-film deposition technique, and is designed to simplify the lithium supply chain and enable its domestic capture by circumventing the high-temperature refining and transportation steps typically carried out overseas.
We have no commercial product revenues and our business remains in the development stage. Since 2023, our operations have consisted primarily of research and development activities funded principally by federal and state government awards, together with private investment, and activities related to re-establishing compliance with our public reporting obligations. We have not commenced commercial production of lithium metal or lithium battery electrodes, and there can be no assurance that our development activities will result in commercially viable products or processes.
Corporate Information and Development of the Business
Since 2008, the Company has been focused on efforts to develop a business centered around the commercial manufacturing of highly pure lithium metal, a raw material for use in lightweight, high energy density batteries. From 2017 through November 2022, we operated an office and laboratory facility in Yonkers, New York. Following significant financial difficulties, our research team departed in 2020, and the Company was effectively non-operational for portions of 2020 through mid-2022. In August 2022, Dr. Landon Oakes joined the Company as Chief Technology Officer, and in November 2022 we relocated our operations to our current laboratory and office facility at 200 North Drive, Hopewell Junction, New York 12533.
Beginning in 2023, we rebuilt our technical operations around the RLE technology, supported by a series of competitively awarded government research and development awards described below, and by funding from NRL, our principal stockholder.
In September 2024, NRL acquired approximately 45% of the Company's outstanding common stock under a stock purchase agreement, dated September 3, 2024 (the “Stock Purchase Agreement”), in exchange for the settlement of related-party obligations and the provision of rent-free laboratory and office space, and NRL has since funded the Company's non-SBIR operating expenses through advances. See “Item 13. Certain Relationships and Related Transactions, and Director Independence.”
Our Technology
Traditionally, industrial production of lithium metal has involved the electrolysis of molten chloride salts at temperatures at or above 400° Celsius, a process that is energy intensive, produces chlorine gas as a byproduct and requires highly pure feedstock. Thin-film lithium metal for battery applications is then typically produced by extrusion and rolling of bulk lithium metal, which limits the thinness, width and length of the foils that can be produced.
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Our proprietary RLE process extracts lithium from aqueous solutions at room temperature using an applied voltage and deposits it directly as a thin film of lithium metal on a substrate, producing a cell-ready electrode in a single step. Although the technology remains under development, based on results to date, we believe the advantages of our process and products include:
| · | feedstock flexibility, including brine-derived solutions, recycled lithium-ion battery solutions and various grades of lithium carbonate, enabling the use of domestic lithium raw materials; |
| · | room-temperature operation with lower energy requirements and substantially reduced greenhouse gas emissions compared to conventional high-temperature refining; |
| · | the potential production of battery-grade thin-film lithium metal; |
| · | the ability to produce lithium films thinner than those obtainable from conventional extrusion and rolling, enabling higher energy density battery designs; |
| · | elimination of the need to transport and store hazardous bulk lithium metal, because lithium can be refined and coated in-line at the site of cell manufacturing; and |
| · | tunable control over the surface chemistry of the deposited lithium metal via the organic electrolyte used in the electrodeposition. |
Our development efforts have progressed from bench-scale demonstrations toward a process capable of continuous operation, with a roll-to-roll RLE demonstration achieved in November 2025. As of the date of this Report, the Company has not generated revenue from the commercialization of RLE technology and continues to focus on technology validation, process scale-up and commercial partner engagement activities.
Government Awards and Contracts
Our research and development activities during the periods covered by this Report have been funded principally through the following federal and state awards. These awards have provided a significant source of funding for the Company's development-stage operations and technology development efforts, although future funding remains subject to compliance with applicable award requirements and, in certain cases, the achievement and approval of specified milestones.
U.S. Department of Energy SBIR Fast-Track Phase I and Phase II (Award No. DE-SC0024052).
Awarded in June 2023 for the project “Simultaneous Lithium Extraction and Thin-Film Deposition of Lithium Metal for Low-Cost, High-Energy Anodes from Brine Resources.” Total government share of $1,352,572 with no required cost share. The award period of performance was July 10, 2023 through April 9, 2026, and the award is complete.
U.S. Department of Defense (Army) SBIR Phase I Contract No. W51701-25-C-A020.
Firm-fixed-price research and development contract under Topic No. A244-P063 (“Battery Focused Open Topic”) with a total value of $249,936, supporting adaptation of the RLE process for thick-film lithium metal anodes for Army primary battery applications. The contract was signed on March 13, 2025, with a period of performance beginning April 9, 2025 and a contract completion date of January 9, 2026. The technical period of performance has concluded. The funded contract line items consisted of $208,279.95 for five monthly technical status reports and $41,656.01 for the final scientific and technical report, invoiced through the Wide Area Workflow (WAWF) system upon submission and acceptance of each deliverable.
NYSERDA Agreement No. 138288.
Agreement with the New York State Energy Research and Development Authority for the project “High Purity Thin Film Lithium Metal Anodes,” originally dated March 20, 2019 and amended October 19, 2023 to revise the statement of work and milestone payment schedule and to update the Project Director to Dr. Landon Oakes. The revised milestone schedule provides for total project costs of $1,999,608, consisting of a NYSERDA share of $999,608, an alpha-En cost share of $982,250 and a CUNY subcontractor cost share of $17,750. Funding is payable upon completion of specified milestones. The project is complete. NYSERDA milestone payments are received upon NYSERDA’s approval of the corresponding milestone deliverables under the revised milestone payment schedule.
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Empire State Development / NYSTAR Innovation Matching Grants Program (Project No. 138,181).
Award letter dated July 11, 2024 in the amount of $199,726, providing state matching funds associated with our federal SBIR award. The federal project period is April 10, 2024 through April 9, 2026, with a total project budget of $1,352,572. Disbursement is subject to execution of a Grant Disbursement Agreement (“GDA”) and related documentation requirements. The Grant Disbursement Agreement, dated March 28, 2025, has been executed and uploaded to the Empire State Development portal, and the Company received the initial 50% tranche of $99,863 in May 2025. The remaining $99,863 is payable upon project completion and documentation of eligible project costs.
NYSERDA ClimateTech Expertise Network (“CEN”) Vendor Services Program.
Agreement dated May 15, 2025 with Columbia University under the NYSERDA ClimateTech Expertise Network program, providing reimbursement of 100% of eligible third-party vendor costs, up to $5,000. Eligible costs include services supporting the Company’s lithium extraction and lithium metal anode fabrication activities, including prototype design, design for manufacturing, accounting and bookkeeping, marketing and branding, graphic design, website development, technoeconomic analysis, and market research. The project period was May 16, 2025 through September 30, 2025. Reimbursement was payable in two 50% installments, with the first installment payable upon submission of the applicable vendor invoice or purchase order and the remaining installment payable upon submission of documentation evidencing completion of the vendor services. The Company completed the required final reporting and submitted documentation evidencing completion of the project. The Company received reimbursement of eligible vendor costs totaling $5,000.
Hudson Valley Technology Development Center / MTEC
The Company entered into a one-year project agreement, dated June 2024 and effective September 1, 2024, with the Manufacturing and Technology Enterprise Center (“MTEC”), a division of the Hudson Valley Technology Development Center, to support the development of a prototype system for applying ultra-thin lithium metal coatings to battery electrodes. Under the agreement, the Company received grant support for MTEC design and mentoring services, reimbursement of eligible engineering costs, and equipment purchases. The project provides for total grant-funded support of up to $35,000. Grant income is recognized as the related eligible costs are incurred and the applicable conditions are satisfied.
NYSERDA Agreement No. 261772.
Agreement, effective December 19, 2025, with the New York State Energy Research and Development Authority for the project "Lithium Manufacturing Platform to Accelerate Advanced Battery Commercialization," under NYSERDA's Power Generation and Storage Innovation program. Total project costs are budgeted at $705,806, consisting of a NYSERDA share of $350,408 and an alpha-En cost share of $355,398. Funding is payable upon NYSERDA's approval of specified milestone deliverables under the agreement's milestone payment schedule. The project period runs from December 19, 2025 through December 31, 2027, with an expiration date of February 29, 2028.
These awards subject us to significant compliance obligations, including technical progress reporting, federal financial reporting (SF-425), invention and patent reporting, limits on rebudgeting, restrictions on use of funds, audit rights and closeout requirements. Failure to comply with applicable award requirements could result in the loss of funding, repayment obligations, disallowance of costs, termination of awards or other adverse consequences.
Commercialization Strategy
Our planned core product is an RLE coating unit — a licensed manufacturing system installed and operated at a battery cell manufacturer’s facility that converts domestic lithium raw materials directly into cell-ready lithium metal electrodes. Our contemplated revenue model includes up-front license fees and per-kilowatt-hour royalties on cells produced using our technology, and we may also pursue direct sales of lithium metal as an interim revenue source. We are pursuing joint development agreements with battery cell manufacturers and are engaged with multiple potential commercial partners under non-disclosure agreements. As of the date of this Report, no joint development agreement has been executed.
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Competition
The market for lithium and lithium metal products is highly competitive. Conventional lithium metal refining is performed by established producers, including Albemarle and Ganfeng Lithium, using electrowinning of lithium chloride salts, and thin-film lithium foil is produced by extrusion/rolling and physical vapor deposition by companies including Albemarle, Goodfellow, Ganfeng, Elevated Materials and ULVAC. Most of our competitors have substantially greater financial resources, manufacturing capacity, research and development capability and marketing resources than we do. China accounted for approximately 70% of global lithium refining capacity in 2024 and was expected to hold over 90% of global battery-grade lithium metal production capacity in 2025.
Intellectual Property
We rely on a combination of patents, patent applications, trade secrets and know-how to protect our technology. Our patent portfolio relates to the electrolytic production of lithium metal from lithium carbonate and other lithium salts, the production of high-purity lithium metal using selective lithium-ion-conducting barrier layers, and systems for continuous lithium plating with electrolyte regeneration. The Company owns the following issued patents:
High purity lithium and associated products and processes (U.S. Patent No. 10,177,366).
Filed May 20, 2016, claiming priority to May 30, 2015; issued January 8, 2019; expires January 8, 2037. Covers lithium metal products having a purity of at least 99.96% by weight on a metals basis, obtained by electrolysis using a selective lithium-ion-conducting layer, and the associated process.
High purity lithium and associated products and processes (U.S. Patent No. 10,615,403).
A continuation in the same family; filed November 22, 2017; issued April 7, 2020; expires October 23, 2036. Covers lithium metal products of greater than 99.96% purity produced using an ion-selective glass-ceramic barrier to extract lithium from lithium salts.
High purity lithium and associated processes (U.S. Patent No. 11,076,981).
A continuation in the same family; filed October 15, 2018; issued August 3, 2021. This patent expired on August 3, 2025 as a result of non-payment of a maintenance fee. The Company has filed a petition with the U.S. Patent and Trademark Office seeking reinstatement of the patent on the basis that the delay in payment was unintentional; the petition is pending. If reinstated, the patent would expire on September 23, 2036. Covers lithium metal products produced through electrolysis using a selective lithium-ion-conducting glass-ceramic layer.
High purity lithium and associated products and processes (Hong Kong Patent No. HK1248776 B).
The Hong Kong patent covering the production of high-purity lithium metal using the Company's proprietary lithium processing technology that was filed on May 20, 2016, granted on April 1, 2021 and scheduled to expire on May 20, 2036.
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Producing lithium (Australian Patent No. 2015287769 B2).
Filed July 9, 2015, claiming priority to July 10, 2013; granted March 12, 2020; expires July 9, 2035. Covers an electrolytic process and cell for the continuous production of lithium metal from lithium carbonate or other lithium salts using an aqueous acid electrolyte, in which a composite barrier layer between the cathode and the electrolyte permits lithium metal to be produced while isolating it from the electrolyte.
Lithium producing tank and method (Japanese Patent No. 6866289 B2).
The Japanese counterpart of the Australian patent; filed July 9, 2015; granted April 28, 2021; expires July 9, 2035. Covers a lithium-generation tank employing a composite layer of lithium-ion-conducting glass-ceramic material and a barrier film to separate the lithium metal produced from the acid electrolyte.
System and process for producing lithium (U.S. Patent No. 12,018,397).
Filed July 28, 2021, claiming priority to January 22, 2018; issued June 25, 2024; expires March 20, 2039. Covers a decoupled plating system and process in which an organic electrolyte is circulated through a plating tank where lithium plates onto a substrate, and the spent electrolyte is regenerated in separate lithium replenishment cells that selectively transfer lithium ions from an aqueous electrolyte into the organic electrolyte while keeping the two electrolytes separated.
The Company also maintains internally developed know-how and trade secrets. No patent costs have been capitalized, and no value is reflected on the balance sheet for the Company's intellectual property. Our intellectual property matters are managed by Haynes and Boone LLP and were previously managed by Leason Ellis LLP. Under the patent rights clauses of the Company’s government awards, inventions conceived or first actually reduced to practice in the performance of work under those awards are subject to assignment to the Company, and the Company retains title to such inventions subject to the rights of the funding agency.
In addition, two pending patent applications relating to the electrodeposition of lithium metal films — U.S. Application No. 19/596,808 (Systems and Methods for Producing a Lithium Film, a national-stage entry of PCT/US2024/060061) and International Application No. PCT/US2025/027703 (Electrolyte Composition for Efficient Electrodeposition of Lithium Metal Films) — are held by Oak Fang Lithium LLC, an entity wholly owned by our Chief Technology Officer, Dr. Landon Oakes. In December 2024, with the approval of our Board of Directors, the Company assigned its interest in the underlying provisional applications to Dr. Oakes pending execution of an employment agreement containing an equity component. In May 2025, Dr. Oakes assigned his interest in these patent families to Oak Fang Lithium LLC. The Company continues to bear the costs of prosecuting these applications. . Dr. Oakes has agreed to cause Oak Fang Lithium LLC to assign these applications to the Company upon execution of an employment agreement containing an equity component; that agreement has not yet been executed, and the Company therefore does not currently own these applications. The inventions underlying these two patent families were conceived and first actually reduced to practice outside the planned and committed research activities under the Company’s government-funded awards. Accordingly, the Company believes these inventions are not subject inventions under those awards.
Human Capital Management
As of December 31, 2025, we had five (5) employees. None of our employees is covered by a collective bargaining agreement, and we believe our relationship with our employees is good. We also engage consultants on an as-needed basis, including for technology development and commercialization advisory services.
Available Information
We file annual, quarterly and current reports and other information with the SEC. The SEC maintains an internet site, www.sec.gov, that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Our website is https://alpha-encorp.com, and copies of our SEC filings are made available free of charge at https://alpha-encorp.com/filings/ as soon as reasonably practicable after they are filed with, or furnished to, the SEC. Information contained on, or accessible through, our website is not incorporated by reference into this Report and should not be considered part of this Report.
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Item 1A. Risk Factors.
As a “smaller reporting company”, we are not required to provide the information required by this Item 1A.
Item 1B.
Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
Risk Management and Strategy
We maintain basic cybersecurity controls appropriate to the size and complexity of our business, including firewalls, endpoint protection and access controls. We rely on third-party providers for certain information technology services, including hosted email and accounting systems, and we consider risks associated with these providers as part of our overall assessment of cybersecurity risk.
Governance
Our board of directors oversees cybersecurity risk as part of its general oversight of the Company’s risk management and receives periodic updates from management on cybersecurity matters.
Management has not identified any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have
Item 2. Properties.
Our principal executive offices and laboratory are located at 200 North Drive, Hopewell Junction, New York 12533, in a building owned by an affiliate of NRL, our principal stockholder. Under the Stock Purchase Agreement, this office and laboratory space is provided to the Company rent-free for a period of up to five years as part of the consideration for the 32,800,000 shares of common stock issued to NRL. There is no separate written lease for the facility. The fair value of the rent-free space is recorded as a deemed capital contribution in each period. See “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Recent Sales of Unregistered Securities” and “Item 13. Certain Relationships and Related Transactions, and Director Independence.” We believe our current facilities are adequate for our present needs.
Item 3. Legal Proceedings.
We are not currently a party to any material pending legal proceedings. To our knowledge, no material legal proceedings are threatened against the Company, its directors or executive officers in their capacities as such. From time to time, we may become involved in legal proceedings arising in the ordinary course of business.
Item 4. Mine Safety Disclosures.
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our shares of common stock have historically been quoted on the OTC Markets under the symbol “ALPE.” As a result of the Company’s reporting delinquency, quotation may be limited or unavailable under Rule 15c2-11. Any market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not necessarily represent actual transactions. There can be no assurance that an active trading market for our common stock currently exists or will develop following the filing of this Report.
Holders
As of October 2, 2026, there were approximately 142 holders of record of our common stock, consisting of 107 holders of record on the books of our transfer agent, excluding Cede & Co., the nominee of The Depository Trust Company (“DTC”), and 35 DTC participants that held an aggregate of 8,104,447 shares through Cede & Co. as reflected in a DTC security position report as of that date.
Dividends
We have never paid, and do not expect to pay in the foreseeable future, a dividend on our common stock. The payment of dividends on our common stock is within the discretion of our board of directors. We intend to retain any earnings for use in our operations and the expansion of our business. Our ability to pay dividends in the future may be limited by our financial condition, contractual arrangements and applicable law.
Our Series A Preferred Stock is entitled to accrue cumulative dividends at a rate equal to 10.0% simple interest per annum on the original issue price of $1,000 per share. As of December 31, 2025, dividends accrued and outstanding on the Series A Preferred Stock totaled $2,938,800.
Our Series B Preferred Stock is also entitled to accrue cumulative dividends at a rate equal to 10.0% simple interest per annum on the original issue price of $1,000 per share. As of December 31, 2025, dividends accrued and outstanding on the Series B Preferred Stock (870 shares outstanding) totaled $585,510.
Recent Sales of Unregistered Securities
During the fiscal years ended December 31, 2025, 2024 and 2023, the Company issued shares of common stock that were not registered under the Securities Act. Based on the Company’s shareholder register, common shares outstanding increased from 39,629,947 at December 31, 2022 to 72,929,947 at December 31, 2025.
The following summarizes the issuance of unregistered securities during the years ended December 31, 2025, 2024 and 2023:
Fiscal 2025
During the year ended December 31, 2025, the Company did not issue any unregistered securities.
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Fiscal 2024
On September 3, 2024, the Company issued 32,800,000 shares of common stock to NRL, the Company’s principal stockholder, pursuant to the Stock Purchase Agreement. The shares were issued for aggregate consideration consisting of:
| · | the extinguishment of $1,708,459 of accounts payable – related party owed to an affiliate of NRL for back rent and unamortized tenant improvements under the Company’s former Yonkers, New York lease; |
| · | a $1,000,000 credit against amounts due to NRL for cash advances and operating costs, including officer and staff salaries, paid by NRL on the Company’s behalf; and |
| · | the provision of rent-free laboratory and office space at 200 North Drive, Hopewell Junction, New York for a period of up to five years. |
Fiscal 2023
On March 7, 2023, the Company issued 500,000 shares of common stock to an investor for $50,000.
The Company believes these issuances were exempt from registration under Section 4(a)(2) of the Securities Act and/or Regulation D thereunder.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
We did not repurchase any shares of our common stock during the fiscal years ended December 31, 2023, 2024 or 2025.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included in this Report. This discussion includes forward-looking statements that involve risks and uncertainties. As a result of many factors, our actual results may differ materially from those anticipated in these forward-looking statements.
Introduction
Alpha-En is a development-stage company focused on commercializing our proprietary Reductive Lithium Extraction (RLE) process for the production of high-purity lithium metal and cell-ready lithium metal electrodes. Our operations during the periods presented consisted primarily of research and development activities funded by government awards, together with activities required to maintain the Company and to re-establish compliance with our SEC reporting obligations. We have not generated any commercial revenue from our technology, and our operating results have been driven principally by research and development activities, grant and contract funding, and expenses associated with maintaining our public company status and rebuilding our operations.
The Company has been delinquent in its Exchange Act reporting since the fiscal year ended December 31, 2019. This Report is a comprehensive annual report intended to bring the Company current in its reporting obligations, and accordingly the discussion below addresses our results of operations and financial condition for the fiscal years ended December 31, 2025, 2024 and 2023. See the Explanatory Note at the beginning of this Report.
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Recent Developments
Re-engagement with SEC reporting.
On March 18, 2026 we engaged WWC, P.C. as our independent registered public accounting firm to audit our financial statements for the fiscal years ended December 31, 2023, 2024 and 2025, and commenced preparation of this comprehensive Report.
Pilot unit development and partnerships.
We are continuing to develop our pilot Reductive Lithium Extraction coating unit. We are engaged with multiple battery cell manufacturers under non-disclosure agreements regarding potential joint development agreements, although no such agreement has been executed as of the date of this Report. The execution of one or more joint development agreements and the further scale-up of the RLE process remain important milestones in our commercialization strategy.
Results of Operations
The focus of the Company’s business has been developing new technologies for manufacturing highly pure lithium metal, a raw material for use in lightweight, high energy density batteries, in an environmentally friendly manner for commercial purposes. The Company is still in the early stages of research and development and product testing. Therefore, period over period comparisons of our results of operations are not indicative of future results.
Because the Company has not generated product revenue and remains in the development stage, management believes that operating expenses, grant and contract income, liquidity and capital resources are the most meaningful indicators for understanding the Company’s operating performance.
The following summary of our results of operations should be read in conjunction with our audited financial statements for the years ended December 31, 2025, 2024 and 2023, which are included herein.
Our results of operations for the years ended December 31, 2025, 2024 and 2023 are summarized below:
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| Years Ended |
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|
|
|
|
|
| |||||||||||
|
| December 31, |
|
| 2025 vs 2024 |
|
| 2024 vs 2023 |
| |||||||||||
|
| 2025 |
|
| 2024 |
|
| 2023 |
|
| Change |
|
| Change |
| |||||
Revenue |
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
Operating expenses |
|
| 1,498,594 |
|
|
| 1,047,421 |
|
|
| 780,171 |
|
|
| 451,173 |
|
|
| 267,250 |
|
Net loss from operating |
|
| (1,498,594 | ) |
|
| (1,047,421 | ) |
|
| (780,171 | ) |
|
| (451,173 | ) |
|
| (267,250 | ) |
Other income (loss) |
|
| 851,910 |
|
|
| (389,122 | ) |
|
| 303,931 |
|
|
| 1,241,032 |
|
|
| (693,053 | ) |
Net loss |
| $ | (646,684 | ) |
| $ | (1,436,543 | ) |
| $ | (476,240 | ) |
| $ | 789,859 |
|
| $ | (960,303 | ) |
Revenue / Grant Income
To date, we have not generated any revenue and we may not generate any revenue from the sale of products or from other sources in the near future.
Operating Expenses
|
| Years Ended |
|
|
|
|
|
|
| |||||||||||
|
| December 31, |
|
| 2025 vs 2024 |
|
| 2024 vs 2023 |
| |||||||||||
|
| 2025 |
|
| 2024 |
|
| 2023 |
|
| Change |
|
| Change |
| |||||
General and administrative |
| $ | 450,132 |
|
| $ | 218,538 |
|
| $ | 189,840 |
|
| $ | 231,594 |
|
| $ | 28,698 |
|
Rent expense - related party |
|
| 179,781 |
|
|
| 176,256 |
|
|
| 172,800 |
|
|
| 3,525 |
|
|
| 3,456 |
|
Payroll and management fee |
|
| 640,865 |
|
|
| 524,990 |
|
|
| 233,618 |
|
|
| 115,875 |
|
|
| 291,372 |
|
Professional fees |
|
| 227,816 |
|
|
| 127,637 |
|
|
| 183,913 |
|
|
| 100,179 |
|
|
| (56,276 | ) |
|
| $ | 1,498,594 |
|
| $ | 1,047,421 |
|
| $ | 780,171 |
|
| $ | 451,173 |
|
| $ | 267,250 |
|
| 12 |
| Table of Contents |
The increase in operating expenses was primarily attributed to increases in payroll and management compensation and general and administrative expenses.
General and administrative
General and administrative expenses consist primarily of laboratory supplies, travel, insurance, office-related expenses and other administrative costs. General and administrative expenses increased during 2025 compared to 2024 primarily due to higher laboratory supply expenses and other operational expenses associated with increased research and development activities. General and administrative expenses increased during 2024 compared to 2023 primarily due to higher supply and insurance expenses.
Payroll and management fee
Payroll and management compensation increased during 2025 compared to 2024 primarily due to an increase of approximately $92,000 in salaries and $17,500 in management fees, and increased during 2024 compared to 2023 primarily due to an increase of approximately $295,000 in salaries as the Company rebuilt its technical staff to support its government-funded research and development programs, partially offset by a decrease of approximately $24,000 in management fees.
Professional fees
The professional fees are primarily legal, accounting, consulting and transfer agent fees. Professional fees increased during 2025 compared to 2024 primarily due to an increase of approximately $66,000 in accounting, audit and legal fees associated with the audit of the Company’s financial statements for the years ended December 31, 2023, 2024 and 2025 and the preparation of this Report, and an increase of approximately $34,000 in intellectual property costs, including patent prosecution and maintenance costs and the costs of the petition to reinstate U.S. Patent No. 11,076,981. Professional fees decreased during 2024 compared to 2023 primarily due to lower legal and consulting fees.
Other income (expense)
The following table summarizes government grant and contract income recognized during the years ended December 31, 2025, 2024, and 2023:
|
| Years Ended |
|
|
|
|
|
|
| |||||||||||
|
| December 31, |
|
| 2025 vs 2024 |
|
| 2024 vs 2023 |
| |||||||||||
|
| 2025 |
|
| 2024 |
|
| 2023 |
|
| Change |
|
| Change |
| |||||
DOE SBIR |
| $ | 608,632 |
|
| $ | 470,272 |
|
| $ | 141,823 |
|
| $ | 138,360 |
|
| $ | 328,449 |
|
DoD SBIR |
|
| 208,280 |
|
|
|
|
|
|
|
|
|
|
| 208,280 |
|
|
| - |
|
NYSERDA |
|
| 16,266 |
|
|
| 39,864 |
|
|
| 162,108 |
|
|
| (23,598 | ) |
|
| (122,244 | ) |
Hudson Valley Technology Development Center |
|
| 11,400 |
|
|
| - |
|
|
| - |
|
|
| 11,400 |
|
|
| - |
|
Columbia University / NYSERDA CEN |
|
| 5,000 |
|
|
| - |
|
|
| - |
|
|
| 5,000 |
|
|
| - |
|
|
| $ | 849,578 |
|
| $ | 510,136 |
|
| $ | 303,931 |
|
| $ | 339,442 |
|
| $ | 206,205 |
|
| 13 |
| Table of Contents |
Grant income in 2025 was derived primarily from the DOE SBIR Fast-Track award ($608,632) and the U.S. Army SBIR Phase I contract ($208,280), with the balance from NYSERDA milestone payments, the Hudson Valley Technology Development Center award and the Columbia University / NYSERDA ClimateTech Expertise Network program. Grant income in 2024 and 2023 was derived primarily from the DOE SBIR Fast-Track award and NYSERDA milestone payments. The initial $99,863 tranche received in May 2025 under the Empire State Development / NYSTAR Innovation Matching Grant was recorded as deferred grant income at December 31, 2025 and has not been recognized as income, because the related project completion and documentation requirements had not been satisfied.
In 2024, the Company recognized a loss on settlement of debt of approximately $899,000. The 2024 settlement of debt related to accounts payable and amounts due to a related party, settled in exchange for the issuance of 32,800,000 shares of the Company's common stock.
Net Loss
The net loss for the year ended December 31, 2025, decreased by approximately $790,000 as compared to the year ended December 31, 2024, primarily due to the increase in other income offset by the increase in operating expense.
The net loss for the year ended December 31, 2024, increased by approximately $960,000 as compared to the year ended December 31, 2023, primarily due to the increase in operating expenses and other expense offset by the increase in grant income.
Liquidity and Capital Resources
Sources of Liquidity
Since our inception, we have incurred significant operating losses and negative cash flows from our operations. Our net loss was approximately $647,000, $1.4 million and $476,000 for the years ended December 31, 2025, 2024 and 2023, respectively. During the periods presented, our operations were funded principally by government grant and contract income and by advances from, and operating expenses paid on our behalf by NRL, our principal stockholder. We did not complete any debt or equity offering during fiscal 2025, 2024 or 2023.
Working Capital
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| 2025 vs 2024 |
|
| 2024 vs 2023 |
| |||||
|
| 2025 |
|
| 2024 |
|
| 2023 |
|
| Change |
|
| Change |
| |||||
Current Assets |
| $ | 24,007 |
|
| $ | 70,297 |
|
| $ | 79,170 |
|
| $ | (46,290 | ) |
| $ | (8,873 | ) |
Current Liabilities |
|
| 534,762 |
|
|
| 114,149 |
|
|
| 2,470,452 |
|
|
| 420,613 |
|
|
| (2,356,303 | ) |
Working Capital (Deficiency) |
| $ | (510,755 | ) |
| $ | (43,852 | ) |
| $ | (2,391,282 | ) |
| $ | (466,903 | ) |
| $ | 2,347,430 |
|
As of December 31, 2025, 2024 and 2023, the current assets consisted of cash of $5,729, $54,666 and $57,914, prepaid expenses of $18,278, $15,631 and $0 and grant receivable of $0, $0, and $21,256, respectively.
| 14 |
| Table of Contents |
As of December 31, 2025, 2024 and 2023, the current liabilities consisted of accounts payable and accrued liabilities of $132,457, $9,972 and $32,316, accounts payable -related party of $0, $0, and $ 1,708,459, due to related parties of $302,442, $104,177 and $729,677 and deferred grant income of $99,863, $0 and $0, respectively.
The increase in working capital deficiency in 2025 was primarily due to an increase in due to related parties, accounts payable and accrued liabilities, deferred grant income and a decrease in cash.
The decrease in the working capital deficiency in 2024 was primarily due to a decrease in amounts due to a related party and accounts payable -related party which were settled through the issuance of 32,800,000 shares of the Company's common stock.
Cash Flows
For the years ended December 31, 2025, 2024 and 2023
|
| Years Ended |
|
|
|
|
| |||||||||||||
|
| December 31, |
|
| 2025 vs 2024 |
|
| 2024 vs 2023 |
| |||||||||||
|
| 2025 |
|
| 2024 |
|
| 2023 |
|
| Change |
|
| Change |
| |||||
Cash used in operating activities |
| $ | (157,202 | ) |
| $ | (285,248 | ) |
| $ | (42,156 | ) |
| $ | 128,046 |
|
| $ | (243,092 | ) |
Cash provided by financing activities |
|
| 108,265 |
|
|
| 282,000 |
|
|
| 100,070 |
|
|
| (173,735 | ) |
|
| 181,930 |
|
Net change in cash for the period |
| $ | (48,937 | ) |
| $ | (3,248 | ) |
| $ | 57,914 |
|
| $ | (45,689 | ) |
| $ | (61,162 | ) |
Operating Activities
We have not generated positive cash flows from operating activities.
For the year ended December 31, 2025, net cash flows used in operating activities consisted of a net loss of $647,000, reduced by deemed capital contribution of $180,000, and decreased by net changes in operating assets and liabilities of $310,000.
For the year ended December 31, 2024, net cash flows used in operating activities consisted of a net loss of $1.4 million, reduced by deemed capital contribution of $176,000 and loss on settlement of debt of $899,000, and decreased by net changes in operating assets and liabilities of $76,000.
For the year ended December 31, 2023, net cash flows used in operating activities consisted of a net loss of $476,000, reduced by deemed capital contribution of $173,000, and decreased by net changes in operating assets and liabilities of $261,000.
Investing Activities
We did not use any funds for investing activities during the year ended December 31, 2025, 2024 and 2023.
Financing Activities
For the year ended December 31, 2025, net cash provided by financing activities consisted of $165,000 advance from a related party and repayments to a related party of $56,500.
For the year ended December 31, 2024, net cash provided by financing activities consisted of $337,000 advance from a related party and repayments to a related party of $55,000.
For the year ended December 31, 2023, net cash provided by financing activities consisted of $145,000 advance from a related party and repayments to a related party of $45,000.
| 15 |
| Table of Contents |
Going Concern
As reflected in the financial statements, the Company had an accumulated deficit of approximately $35.7 million and a negative working capital of approximately $511,000 at December 31, 2025. For the years ending December 31, 2025, 2024 and 2023, the Company had a net loss of approximately $647,000, $1.4 million, and $476,000, respectively, and net cash used in operating activities of approximately $157,000, $285,000 and $42,000, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
The Company is attempting to further develop the intellectual property associated with its technology; broaden its patent portfolio; scale up its production of various products; and begin generating revenue; however, the Company’s cash position is not sufficient to support its daily operations for the foreseeable future. While the Company believes in the viability of its technology and in its ability to raise additional funds by way of a public or private offering, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to raise additional funds by way of a public or private offering and its ability to further develop its technology and generate sufficient revenue.
Management’s plans to address these conditions also include continued funding under the Company’s government grants and contracts; continued funding from NRL, the Company’s principal stockholder, which has historically funded, and has indicated its intention to fund, the Company’s non-SBIR (Small Business Innovation Research) operating expenses through commercialization, contingent on the continued service of Dr. Landon Oakes as Chief Technology Officer; and the pursuit of joint development agreements with battery cell manufacturers. NRL is not obligated to provide future funding, and there can be no assurance that NRL will continue to fund the Company's operations. There can be no assurance that these plans will be successful. If the Company is unable to obtain additional financing, secure continued support from NRL, obtain future government funding or successfully commercialize its technology, it may be required to significantly reduce or discontinue operations.
The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Contractual Obligations
As a smaller reporting company, we are not required to provide tabular disclosure of contractual obligations. At December 31, 2025, our principal obligations consisted of amounts due to related parties, including advances from NRL that were subsequently documented under the Loan and Security Agreement, Revolving Promissory Note and Patent Security Agreement dated August 19, 2026, and the amount owed to Mr. Feldman, each as described in “Item 13. Certain Relationships and Related Transactions, and Director Independence” and in Note 5 to the financial statements. We have no long-term debt, capital lease obligations, operating lease obligations or purchase obligations. Our cash position is not sufficient to fund our operations for the next twelve months without continued government funding and continued support from NRL, as described under “Going Concern” above.
Contingencies
Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to us, but which will only be resolved when one or more future events occur or fail to occur. In consultation with its legal counsel as appropriate, our management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, we, in consultation with legal counsel, evaluate the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in our financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is likely, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
| 16 |
| Table of Contents |
Known Trends, Events and Uncertainties
We will require additional external financing for the foreseeable future. Our ability to continue our development efforts depends on continued government funding, continued investment by our principal investor (which is contingent on the continued service of our Chief Technology Officer) and our ability to secure joint development agreements with commercial partners. The construction and operation of a larger pilot unit is a critical next step in demonstrating the commercial viability of the RLE process. Lithium market conditions, including commodity price volatility and the concentration of lithium refining capacity outside the United States, may affect demand for our technology and the availability of government support for domestic lithium supply chain initiatives. We are also subject to risks and costs related to our SEC reporting remediation, including audit, legal and compliance costs that are significant relative to the size of our operations.
Critical Accounting Policies and Estimates
Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), which require management to make estimates, judgments and assumptions that affect the amounts reported in our financial statements and accompanying notes.
While our estimates and assumptions are based on our knowledge of current events and on actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. For a discussion of the Company’s significant accounting policies, refer to Note 3 of Notes to Financial Statements.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
As a “smaller reporting company”, we are not required to provide the information required by this Item 7A.
Item 8. Financial Statements and Supplementary Data.
Reference is made to pages F-1 through F-18 comprising a portion of this Report, which are incorporated by reference under this Item 8.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
| 17 |
| Table of Contents |
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2025. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2025, due to the material weaknesses in internal control over financial reporting described below and the Company’s failure to timely file its Exchange Act reports. These material weaknesses contributed to the Company’s inability to timely prepare and file periodic reports required under the Exchange Act.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013). Based on that assessment, management concluded that our internal control over financial reporting was not effective as of December 31, 2025, due to the following material weaknesses:
| · | insufficient segregation of duties, oversight of work performed and lack of compensating controls in the Company’s finance and accounting functions due to limited personnel; |
| · | lack of formal written policies and procedures, process narratives, approval matrices and risk assessment processes to ensure the correct application of GAAP and SEC disclosure requirements; |
| · | potential for management override of controls given the Company’s thin staffing; and |
| · | reliance on ad hoc identification of new transactions and accounting matters rather than a formal financial reporting risk assessment process. |
Notwithstanding these material weaknesses, management believes that the financial statements included in this Report fairly present, in all material respects, the Company’s financial condition, results of operations and cash flows for the periods presented.
Compensating Controls and Remediation
Given the Company’s very small size, management relies on compensating controls including direct management oversight; CFO review of bank activity, QuickBooks records, bank reconciliations and financial statements; management approval of significant disbursements; independent third-party payroll processing by Barry Schuyler Certified Public Accountants with management review of payroll inputs and reports; and board and management oversight of significant equity, grant and financing transactions.
Management intends to remediate the material weaknesses described above as resources permit, including by engaging outside accounting and SEC reporting support, documenting written accounting policies and procedures and approval matrices, implementing a formal financial reporting risk assessment process, and increasing board oversight of the financial reporting process. This Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting, as such report is not required for non-accelerated filers. While these compensating controls help reduce certain risks, they do not fully remediate the material weaknesses described above.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the fourth quarter of fiscal 2025, 2024 or 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Not applicable.
| 18 |
| Table of Contents |
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Directors and Executive Officers
The following table sets forth the names, ages, and positions of the Company’s executive officers and directors. Executive officers are elected annually by the Board of Directors. Each executive officer holds his office until he resigns, is removed by the Board of Directors, or his successor is elected and qualified. Each director holds his office until his successor is elected and qualified or his earlier resignation or removal.
Name | Age | Title | Term | |||
Landon Oakes | 37 | Chief Technology Officer | 2022 to present | |||
Lawrence Swonger | 62 | Director | 2022 to present | |||
Jerome Feldman | 98 | Chief Executive Officer, Chief Financial Officer, Chairman of the Board of Directors | 2006 to present |
Set forth below is a description of the background and business experience of our directors and executive officers.
Executive Officers
Landon Oakes - Chief Technology Officer
Landon Oakes, Ph.D. has served as our Chief Technology Officer since August 2022 and serves as principal investigator on the Company’s government research awards. Prior to joining Alpha-En, Dr. Oakes served as a Battery Scientist and Senior Scientist at 24M Technologies Inc. from 2019 to 2021, where he focused on lithium metal battery cell development, battery materials, and scalable manufacturing processes. Dr. Oakes holds a Ph.D. in Materials Science from Vanderbilt University, an M.S. in Homeland Security Sciences from Western Kentucky University, and a B.A. in Mathematics from Western Kentucky University. During the past five years, Dr. Oakes has not served as a director of any other public company.
Lawrence Swonger – Director
Lawrence Swonger has served as a member of our board of directors since 2022. Mr. Swonger previously served as Chief Technology Officer of MXL Industries from December 2004 to April 2022. In connection with his experience with the Company, Mr. Swonger is an inventor of the Company’s core Reductive Lithium Extraction (“RLE”) technology and serves as a technical advisor to the Company with respect to pilot unit design and related technology developments. Mr. Swonger is also an owner-member of 3D2Reality LLC, in a non-working capacity.
| 19 |
| Table of Contents |
Jerome Feldman – Chief Executive Officer, Chief Financial Officer and Chairman of the Board
Jerome Feldman has served as a member of our board of directors since 2006 and currently serves as our Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors, positions he has held at various times since 2006. Mr. Feldman founded GP Strategies Corp. and served as its Chief Executive Officer from 1959 until April 2005.
Family Relationship
There are no family relationships among the directors and executive officers of the Company. The beneficiaries of The 2015 Feldman Daughters Trust include family members of Jerome Feldman; however, no beneficiary serves as a director or executive officer of the Company.
Board Committees
The Company does not maintain a separate audit, compensation or nominating committee, and the functions of such committees are performed by the board of directors as a whole. The Company is not required to maintain such committees because its securities are not listed on a national securities exchange.
Code of Ethics
The Company adopted a Code of Ethics and Business Conduct in December 2007, which was updated in March 2015. The Company’s Code of Ethics and Business Conduct remains in effect and is available to stockholders upon written request to the Company.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who beneficially own more than ten percent of the Company’s outstanding common stock, to file with the SEC initial reports of ownership and reports of changes in ownership of the Company’s common stock and to furnish the Company with copies of those reports. Based solely on a review of the reports filed with the SEC and the Company’s records, the Company believes that the reports required to be filed under Section 16(a) by its directors, executive officers and greater-than-ten-percent beneficial owners with respect to fiscal years 2023, 2024 and 2025 were not filed on a timely basis. In particular, NRL did not file a Form 3 following its acquisition of 32,800,000 shares of common stock in September 2024, and Dr. Oakes and Mr. Swonger did not file Forms 3 upon becoming an executive officer and a director, respectively, in 2022.
Insider Trading Policy
The Company has adopted an Insider Trading Policy governing the purchase, sale and other dispositions of the Company's securities by directors, officers and employees that is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations. A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this Report.
Item 11. Executive Compensation.
The following discussion contains forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. The actual amount and form of compensation and the compensation policies and practices that we adopt in the future may differ materially from currently planned programs as summarized in this discussion.
Mr. Feldman received no salary, bonus, equity or other compensation for his services in 2025, 2024 or 2023. Cash payments made to Mr. Feldman of $56,500, $55,000 and $45,000 during 2025, 2024 and 2023, respectively, represented repayments of advances he previously made to the Company and are not compensation. See “Item 13. Certain Relationships and Related Transactions, and Director Independence.”
| 20 |
| Table of Contents |
We are currently considered a “smaller reporting company” within the meaning of the Securities Act for purposes of the SEC’s executive compensation disclosure rules. Accordingly, we are required to provide a Summary Compensation Table, as well as limited narrative disclosures regarding executive compensation for our last three completed fiscal years and an Outstanding Equity Awards at Fiscal Year End Table for our last completed fiscal year. These reporting obligations extend only to “named executive officers.” Our “named executive officers” include (i) all individuals serving as our principal executive officer during the fiscal year ended December 31, 2025, 2024 and 2023 and (ii) our two most highly compensated executive officers, as defined in Exchange Act Rule 3b-7, other than our principal executive officer, who were serving as executive officers at the end of the fiscal year ended December 31, 2025, whose salary and bonus for services rendered in all capacities exceeded $100,000 during the fiscal year ended December 31, 2025. For fiscal year 2025, the Company’s named executive officers consisted of Jerome Feldman, Chief Executive Officer and Chief Financial Officer, and Landon Oakes, Chief Technology Officer.
The following table summarizes the compensation of our named executive officers during the fiscal years ended December 31, 2025, 2024, 2023.
Name |
| Principal Position |
| Year Ended December 31, |
| Salary ($) |
|
| Stock Awards ($) |
|
| Option Awards ($) |
|
| Total ($) |
| ||||
Landon Oakes |
| Chief Technology Officer |
| 2025 |
|
| 140,000 |
|
|
| - |
|
|
| - |
|
|
| 140,000 |
|
|
|
|
| 2024 |
|
| 140,000 |
|
|
| - |
|
|
| - |
|
|
| 140,000 |
|
|
|
|
| 2023 |
|
| 140,000 |
|
|
| - |
|
|
| - |
|
|
| 140,000 |
|
Jerome Feldman |
| Chief Executive Officer |
| 2025 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
| 2024 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
| 2023 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Outstanding Equity Awards at Fiscal Year-End
None.
| 21 |
| Table of Contents |
Employment Agreements
Landon Oakes
Dr. Oakes has served as our Chief Technology Officer since August 2022 without a written employment agreement. In December 2024, pursuant to a Board resolution, the Company assigned its interest in two provisional patent applications on which Dr. Oakes is a named inventor to Dr. Oakes, pending execution of an employment agreement containing invention assignment and equity provisions; in May 2025, Dr. Oakes assigned those patent families to Oak Fang Lithium LLC, an entity he wholly owns. Dr. Oakes has agreed to cause Oak Fang Lithium LLC to assign the applications to the Company upon execution of such an agreement, which had not occurred as of the date of this Report. See “Item 1. Business — Intellectual Property” and “Item 13.”
Director Compensation
Our directors do not receive any compensation for service on the board of directors, other than reimbursement of reasonable expenses for attendance at board meetings. No director received compensation from the Company for board service during fiscal years 2025, 2024 or 2023.
Name |
| Principal Position |
| Year Ended December 31, |
| Salary ($) |
|
| Stock Awards ($) |
|
| Option Awards ($) |
|
| Total ($) |
| ||||
Lawrence Swonger |
| Director |
| 2025 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
| 2024 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
| 2023 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Jerome Feldman |
| Chairman of the Board |
| 2025 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
| 2024 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
| 2023 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
| 22 |
| Table of Contents |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The table below sets forth information, as of October 9, 2026, with respect to the beneficial ownership (as defined in Rule 13d-3 of the Exchange Act) of our common stock by each person known by the Company to beneficially own more than five percent of the Company’s common stock, each of our directors and named executive officers, and all of our directors and executive officers as a group. Except as otherwise indicated, the persons named below have sole voting and dispositive power with respect to the shares shown. The beneficial ownership of each person was calculated based on 72,929,947 shares of our common stock outstanding, 3,720 shares of Convertible Series A Preferred Stock and 870 shares of Convertible Series B Preferred Stock. Unless otherwise noted, the address of each person listed below is c/o alpha-En Corporation, 200 North Drive, Hopewell Junction, New York 12533.
Name of Beneficial Owner(1) |
| Position |
| Shares of Common Stock Beneficially Owned |
|
| Percent of Common Stock Beneficially Owned |
| ||
Landon Oakes |
| Chief Technology Officer |
|
| - |
|
|
| - |
|
Lawrence Swonger |
| Director |
|
| 500,000 |
|
| * |
| |
Jerome Feldman⁽³⁾ |
| Chief Executive Officer, Chief Financial Officer, Chairman of the Board |
|
| 3,808,074 |
|
|
| 5.21 | % |
All directors and executive officers as a group (3 persons) |
|
|
|
| 4,308,074 |
|
|
| 5.90 | % |
|
|
|
|
|
|
|
|
|
|
|
5% or More Stockholders |
|
|
|
|
|
|
|
|
|
|
National Resources Lithium LLC(2) |
| 5% Stockholder |
|
| 32,800,000 |
|
|
| 44.98 | % |
Steven Payne⁽⁴⁾ |
| 5% Stockholder |
|
| 5,322,448 |
|
|
| 7.28 | % |
The 2015 Feldman Daughters Trust(5) |
| 5% Stockholder |
|
| 6,025,000 |
|
|
| 8.26 | % |
* Less than 1%
| (1) | Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) because of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the above table does not necessarily reflect the person’s actual ownership or voting power concerning the number of shares of Common Stock outstanding on the date of this filing. |
|
|
|
| (2) | National Resources Lithium LLC has sole voting and dispositive power over these shares. The address of National Resources Lithium LLC is 485 West Putnam Avenue, Greenwich, Connecticut 06830. |
The shares and percentages shown for Mr. Feldman and Mr. Payne include shares of common stock issuable upon conversion of Series A Preferred Stock, each share of which is convertible into 572 shares of common stock at the holder’s option, and Series B Preferred Stock, each share of which is convertible into 2,000 shares of common stock at the holder’s option, as described in notes (3) and (4) below.
(3) Consists of 3,673,674 shares of common stock, 114,400 shares of common stock issuable upon conversion of 200 shares of Series A Preferred Stock and 20,000 shares of common stock issuable upon conversion of 10 shares of Series B Preferred Stock held by Mr. Feldman.
| 23 |
| Table of Contents |
(4) Consists of 5,108,048 shares of common stock, 114,400 shares of common stock issuable upon conversion of 200 shares of Series A Preferred Stock and 100,000 shares of common stock issuable upon conversion of 50 shares of Series B Preferred Stock held by Mr. Payne.
(5) Based upon information contained in the Company's stockholder records. The shares are held by The 2015 Feldman Daughters Trust. The beneficiaries of the trust include family members of Jerome Feldman, the Company's Chief Executive Officer and Chairman. The Company has not independently determined whether Mr. Feldman may be deemed to beneficially own any shares held by the trust under Rule 13d-3 of the Exchange Act and disclaims beneficial ownership of such shares except to the extent, if any, required by applicable law.
Equity Compensation Plan Information
None.
Change of Control
The Company is not aware of any arrangement or agreement that may at a subsequent date result in a change of control of the Company.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Related Party Transactions
National Resources Lithium LLC
NRL is the Company’s principal stockholder and holds 32,800,000 shares of common stock, representing approximately 45% of our outstanding common stock. NRL has historically funded, and has indicated its intention to fund, the Company’s non-SBIR operating expenses through commercialization, contingent upon Dr. Landon Oakes remaining as the Company’s Chief Technology Officer. NRL is not obligated to provide future funding. An affiliate of NRL previously served as landlord of the Company’s former laboratory facility in Yonkers, New York, and an affiliate of NRL owns the Company’s current laboratory and office facility in Hopewell Junction, New York, which is provided to the Company rent-free as described in “Item 2. Properties.”
On September 3, 2024, the Company issued the 32,800,000 shares to NRL under the Stock Purchase Agreement in exchange for (i) the extinguishment of $1,708,459 of accounts payable – related party owed to an NRL affiliate for back rent and unamortized tenant improvements under the Company’s former Yonkers lease, (ii) a $1,000,000 credit against amounts due to NRL for cash advances and operating costs paid by NRL on the Company’s behalf, and (iii) rent-free laboratory and office space for a period of five years. The fair value of the shares issued was determined to be $3,607,717, or $0.11 per share, and the Company recognized a loss on settlement of debt of $899,258 in 2024. The fair value of the rent-free facility, $179,781, $176,256 and $172,800 for 2025, 2024 and 2023, respectively, is recorded as rent expense – related party with a corresponding deemed capital contribution to additional paid-in capital.
During the years ended December 31, 2025, 2024 and 2023, NRL advanced cash to the Company of $164,765, $337,000 and $145,070, respectively, and paid operating expenses on the Company’s behalf of $90,000, $92,500 and $265,791, respectively. Amounts due to NRL were $273,872, $19,107 and $589,607 at December 31, 2025, 2024 and 2023, respectively, after application in 2024 of the $1,000,000 credit under the Stock Purchase Agreement. At each of those dates the advances were unsecured, non-interest-bearing and due on demand, and they are classified as current liabilities in the financial statements. No interest has been paid or accrued on the advances.
On August 19, 2026, the Company entered into a Loan and Security Agreement, a Revolving Promissory Note and a Patent Security Agreement with NRL documenting $625,122 due to NRL as of August 15, 2026 and any future advances. Under these agreements the advances are non-interest-bearing, are not payable on demand, have no scheduled principal payments and become due upon a sale or merger of the Company or upon acceleration following an event of default, and they are secured by a first-priority security interest in substantially all of the Company’s assets, including its patents and other intellectual property, general intangibles, accounts and contract rights. NRL is not obligated to make future advances. Because these terms were agreed after December 31, 2025, they did not affect the classification of amounts due to NRL as current liabilities at that date. See Note 5 and Note 11 to the financial statements.
| 24 |
| Table of Contents |
Jerome I. Feldman.
Prior to 2023, Mr. Feldman, our Chief Executive Officer, Chief Financial Officer and Chairman of the Board, advanced an aggregate of $200,000 to the Company. The advances were unsecured, non-interest-bearing and due on demand. Amounts owed to Mr. Feldman were $140,070, $85,070 and $28,570 at December 31, 2023, 2024 and 2025, respectively, and the Company repaid $45,000, $55,000 and $56,500 to Mr. Feldman during 2023, 2024 and 2025, respectively. No interest has been paid or accrued on the advances. On August 19, 2026, the Company entered into a settlement and release agreement with Mr. Feldman providing for a maximum settlement obligation of $200,000 with respect to the advances, of which $173,500 had previously been paid, with the remaining $26,500 payable in monthly installments of $5,000 beginning September 1, 2026. See Note 5 and Note 11 to the financial statements.
Other related party relationships
In December 2024, with the approval of the Board of Directors, the Company assigned its interest in two provisional patent applications relating to the electrodeposition of lithium metal films to Dr. Landon Oakes, the Company’s Chief Technology Officer, pending execution of an employment agreement containing an equity component. In May 2025, Dr. Oakes assigned his interest in these patent families to Oak Fang Lithium LLC, an entity wholly owned by him. The Company continues to bear the costs of prosecuting those applications, which are included in professional fees. Dr. Oakes has agreed to cause Oak Fang Lithium LLC to assign the applications to the Company upon execution of an employment agreement containing an equity component; that agreement has not been executed. See “Item 1. Business — Intellectual Property.” Other than the transactions described above, there were no transactions since January 1, 2023, and there are no currently proposed transactions, in which the Company was or is a participant and in which any related person had a direct or indirect material interest that require disclosure under Item 404 of Regulation S-K.
Director Independence
Although the Company's securities are not listed on a national securities exchange, the Company evaluates director independence using the standards of The Nasdaq Stock Market as a reference framework. Our board of directors consists of Mr. Feldman and Mr. Swonger. Mr. Feldman is not considered independent because he serves as our Chief Executive Officer and Chief Financial Officer, and Mr. Swonger is not considered independent because of his ongoing technical advisory relationship with the Company. As a result, the Company does not have any independent directors or independent board committees.
Item 14. Principal Accountant Fees and Services.
The following table shows the fees that were billed for the audit and other services provided by our principal auditor, for the periods presented, as follows:
Fee Category |
| Fiscal Year Ended December 31, 2025 ($) |
|
| Fiscal Year Ended December 31, 2024 ($) |
|
| Fiscal Year Ended December 31, 2023 ($) |
| |||
Audit Fees |
| $ | 56,667 |
|
| $ | 56,666 |
|
| $ | 56,666 |
|
Audit-Related Fees |
|
| - |
|
|
| - |
|
|
| - |
|
Tax Fees |
|
| - |
|
|
| - |
|
|
| - |
|
All Other Fees |
|
| - |
|
|
| - |
|
|
| - |
|
Total |
| $ | 56,667 |
|
| $ | 56,666 |
|
| $ | 56,666 |
|
| 25 |
| Table of Contents |
Audit Fees
This category includes the audit of our annual financial statements for the fiscal years ended December 31, 2025, 2024 and 2023 and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements. Substantially all audit fees relate to the audit of the Company's financial statements for the years ended December 31, 2023, 2024 and 2025 and the preparation and filing of this comprehensive Form 10-K.
Audit-Related Fees
No audit-related fees were incurred during fiscal years 2025, 2024 or 2023. Audit-related fees, if incurred, would consist of assurance and related services reasonably related to the performance of the audit or review of financial statements and not reported under “Audit Fees.”
Tax Fees
No tax fees were incurred during fiscal years 2025, 2024 or 2023. Tax fees, if incurred, would consist of professional services rendered for tax compliance, tax return preparation and tax advice.
All Other Fees
This category consists of fees for other miscellaneous items. No other fees were incurred during fiscal years 2025, 2024 or 2023.
Our Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of the Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting.
| 26 |
| Table of Contents |
PART IV
Item 15. Exhibit and Financial Statement Schedules.
1. Financial Statements
The financial statements and Report of Independent Registered Public Accounting Firm are listed in Item 8.
2. Financial Statement Schedules
All schedules for which provision is made in the applicable accounting regulations of the SEC are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein.
3. Exhibits
Exhibit |
|
|
| Incorporated by Reference | ||||
Number |
| Exhibit Description |
| Form |
| Exhibit |
| Filing Date |
|
|
|
| |||||
|
| 8-K |
| 3.1 |
| 07/01/2016 | ||
|
| 8-K |
| 3.1 |
| 02/08/2018 | ||
|
| 8-K |
| 3.1 |
| 04/15/2019 | ||
| Description of Securities Registered Pursuant to Section 12 of the Exchange Act |
|
|
|
|
|
| |
|
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
| Revolving Promissory Note dated August 19, 2026 issued in favor of National Resources Lithium LLC |
|
|
|
|
|
| |
|
|
|
|
|
|
| ||
| Settlement and Release Agreement dated August 19, 2026 between the Company and Jerome Feldman |
|
|
|
|
|
| |
| Code of Ethics and Business Conduct, adopted December 2007 and updated March 2015 |
|
|
|
|
|
| |
|
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
101* |
| Inline XBRL Document Set for the financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K. |
|
|
|
|
|
|
104* |
| Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set. |
|
|
|
|
|
|
* Filed herewith.
Item 16. Form 10-K Summary.
None.
| 27 |
| Table of Contents |
ALPHA-EN CORPORATION
Financial Statements
For the Years Ended December 31, 2025, 2024 and 2023
INDEX TO AUDITED FINANCIAL STATEMENTS
|
| Page |
|
Report of Independent Registered Public Accounting Firm (PCAOB ID: 1171) |
| F-2 |
|
|
|
|
|
| F-4 |
| |
|
|
|
|
| F-5 |
| |
|
|
|
|
| F-6 |
| |
|
|
|
|
| F-7 |
| |
|
|
|
|
| F-8 |
|
| F-1 |
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Alpha-En Corporation
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Alpha-En Corporation (the "Company") as of December 31, 2025, 2024 and 2023, the related statements of operations and comprehensive loss, changes in stockholders' (deficit), and cash flows for each of the three years ended December 31, 2025, 2024 and 2023, and the related notes (collectively referred to as the "financial statements").
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025, 2024 and 2023, and the results of its operations, its cash flows for each of the years in the three-year period ended December 31, 2025, 2024 and 2023, in all material respects, except for the matter described in the following paragraph, in conformity with accounting principles generally accepted in the United States of America.
We were unable to obtain sufficient appropriate audit evidence regarding opening balances as of January 1, 2023 to enable us to determine whether any adjustments might have been necessary to the statements of operations and comprehensive loss, changes in stockholders' deficit, and cash flows for the year ended December 31, 2023.
Substantial Doubt about the Company's Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has not generated revenue from operations, has incurred recurring losses and has an accumulated deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans with regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
The financial statements of the Company for the year ended December 31, 2022, were not audited, reviewed, or compiled and, accordingly, we do not express an opinion or any other form of assurance on the prior year’s financial statements or the opening balances as of January 1, 2023. As a result, we were unable to obtain sufficient appropriate audit evidence regarding the opening balances, and our audit of the current period’s financial statements does not extend to those balances.
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
| F-2 |
| Table of Contents |
Except as discussed above, we conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Valuation and Accounting for 32.8 Million Common Shares Issued
As described in Note 5 to the financial statements, during 2024 the Company issued 32.8 million shares of common stock in connection with an agreement involving the settlement or release of certain debts and other obligations and additional consideration. Determining the appropriate accounting, measurement date, and fair value of the common shares required significant judgment because the Company's common stock was thinly traded, the Company was experiencing financial distress, and the agreement included multiple elements of consideration. We identified this matter as a critical audit matter because auditing the measurement of valuation and accounting for the transaction involved especially challenging and subjective auditor judgment and required specialized skill and knowledge.
The primary procedures we performed to address this critical audit matter included reading the executed agreement and related board approvals, debt-release documents, and other closing support; testing the completeness and accuracy of management's reconciliation of the obligations and other consideration included in the transaction; evaluating the Company's accounting under U.S. generally accepted accounting principles; assessing the measurement date; and evaluating the valuation methodology and significant assumptions used to estimate the fair value of the common shares. We also involved professionals with specialized skill and knowledge to assist in evaluating the fair-value methodology and assumptions and evaluated the related presentation and disclosures.
/s/ WWC, P.C.
Certified Public Accountants
PCAOB ID:
We have served as the Company’s auditor since March 18, 2026.
October 9, 2026
| F-3 |
| Table of Contents |
ALPHA-EN CORPORATION
Balance Sheets
|
| December 31, |
|
| December 31, |
|
| December 31, |
| |||
|
| 2025 |
|
| 2024 |
|
| 2023 |
| |||
Assets |
|
|
|
|
|
|
|
|
| |||
Current Assets |
|
|
|
|
|
|
|
|
| |||
Cash |
| $ |
|
| $ |
|
| $ |
| |||
Grant receivables |
|
|
|
|
|
|
|
|
| |||
Prepaid expenses |
|
|
|
|
|
|
|
|
| |||
Total Current Assets |
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
| $ |
|
| $ |
|
| $ |
| |||
|
|
|
|
|
|
|
|
|
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|
|
Liabilities, Mezzanine Equity and Stockholders' Deficit |
|
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|
|
Current Liabilities |
|
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|
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|
Accounts payable and accrued liabilities |
| $ |
|
| $ |
|
| $ |
| |||
Accounts payable - related party |
|
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| |||
Deferred grant income |
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| |||
Due to related parties |
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| |||
Total Current Liabilities |
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| |||
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Total Liabilities |
|
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| |||
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Mezzanine Equity |
|
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|
|
Series A Preferred stock: $ |
|
|
|
|
|
|
|
|
| |||
Series B Preferred stock: $ |
|
|
|
|
|
|
|
|
| |||
Total Mezzanine Equity |
|
|
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|
|
|
|
|
| |||
|
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Commitments and Contingencies |
|
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Stockholders' Deficit |
|
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|
|
Common stock: $ |
|
|
|
|
|
|
|
|
| |||
Additional paid-in capital |
|
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|
|
| |||
Treasury stock at cost: |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Total Stockholders' Deficit |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities, Mezzanine Equity and Stockholders' Deficit and Temporary Equity |
| $ |
|
| $ |
|
| $ |
| |||
The accompanying notes to the financial statements are an integral part of these statements.
| F-4 |
| Table of Contents |
ALPHA-EN CORPORATION
Statements of Operations and Comprehensive Loss
|
| Years Ended |
| |||||||||
|
| December 31, |
| |||||||||
|
| 2025 |
|
| 2024 |
|
| 2023 |
| |||
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| |||
Operating Expenses: |
|
|
|
|
|
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|
| |||
General and administrative |
| $ | |
|
| $ | |
|
| $ | |
|
Rent expense - related party |
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| |||
Payroll and management fee |
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| |||
Professional fees |
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| |||
Total operating expenses |
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| |||
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Loss from operations |
|
| ( | ) |
|
| ( | ) |
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| ( | ) |
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Other income (expense): |
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Other income |
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| |||
Grant income |
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| |||
Loss on settlement of debt |
|
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|
| ( | ) |
|
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| ||
Total other income (expense) |
|
|
|
|
| ( | ) |
|
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| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Provision for income taxes |
|
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|
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|
| |||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
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|
|
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|
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|
Less: Dividends accrued on Series A and B Preferred Stock |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net loss attributable to alpha-En Corporation common stockholders |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
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|
Total Comprehensive Loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share attributable to alpha-En Corporation common stockholders - basic and diluted |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Basic and diluted weighted average number of common shares outstanding |
|
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| |||
The accompanying notes to the financial statements are an integral part of these statements.
| F-5 |
| Table of Contents |
ALPHA-EN CORPORATION
Statements of Changes in Stockholders’ Deficit
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| Additional |
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| Total |
| |||||||
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| Common Stock |
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| Paid in |
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| Treasury Stock |
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| Accumulated |
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| Stockholders' |
| |||||||||||||
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| Shares |
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| Amount |
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| Capital |
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| Shares |
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| Amount |
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| Deficit |
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| Deficit |
| |||||||
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Balance, January 1, 2023 |
|
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| $ |
|
| $ |
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| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||||
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Issuance of common stock |
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|
| ( | ) |
|
| - |
|
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|
|
| |||||
Deemed capital contribution |
|
| - |
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
| |||||
Accrued preferred stock dividends |
|
| - |
|
|
|
|
|
| ( | ) |
|
| - |
|
|
|
|
|
|
|
|
| ( | ) | |||
Net loss |
|
| - |
|
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|
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Balance, December 31, 2023 |
|
|
|
| $ |
|
| $ |
|
|
|
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||||
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Issuance of common stock for settlement of debt |
|
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|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
| ||||||
Deemed capital contribution |
|
| - |
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
| |||||
Accrued preferred stock dividends |
|
| - |
|
|
|
|
|
| ( | ) |
|
| - |
|
|
|
|
|
|
|
|
| ( | ) | |||
Net loss |
|
| - |
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Balance, December 31, 2024 |
|
|
|
| $ |
|
| $ |
|
|
|
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||||
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|
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|
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|
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Deemed capital contribution |
|
| - |
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
| |||||
Accrued preferred stock dividends |
|
| - |
|
|
|
|
|
| ( | ) |
|
| - |
|
|
|
|
|
|
|
|
| ( | ) | |||
Net loss |
|
| - |
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Balance, December 31, 2025 |
|
|
|
| $ |
|
| $ |
|
|
|
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||||
The accompanying notes to the financial statements are an integral part of these statements.
| F-6 |
| Table of Contents |
ALPHA-EN CORPORATION
Statements of Cash Flows
|
| Years Ended |
| |||||||||
|
| December 31, |
| |||||||||
|
| 2025 |
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| 2024 |
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| 2023 |
| |||
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| |||
Cash Flows from Operating Activities |
|
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| |||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Deemed capital contribution |
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| |||
Loss on settlement of debt |
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| |||
Changes in operating assets and liabilities: |
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Prepaid expenses |
|
| ( | ) |
|
| ( | ) |
|
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| |
Grant receivables |
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|
|
|
| ( | ) | ||
Accounts payable and accrued liabilities |
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| ( | ) |
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| ||
Deferred grant income |
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| |||
Due to related parties |
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| |||
Net cash used in operating activities |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
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Cash Flows from Financing Activities |
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Proceeds from related party |
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| |||
Repayments to related party |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net cash provided by financing activities |
|
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| |||
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Change in cash |
|
| ( | ) |
|
| ( | ) |
|
|
| |
Cash, beginning of year |
|
|
|
|
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|
|
|
| |||
Cash, end of year |
| $ |
|
| $ |
|
| $ |
| |||
|
|
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Supplemental Cash Flow Information: |
|
|
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|
|
|
|
|
|
|
Cash paid for income taxes |
| $ |
|
| $ |
|
| $ |
| |||
Cash paid for interest |
| $ |
|
| $ |
|
| $ |
| |||
|
|
|
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Non-Cash Investing and Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Accrued Series A and B Preferred Stock dividends |
| $ |
|
| $ |
|
| $ |
| |||
Issuance of common stock for settlement of debt |
| $ |
|
| $ |
|
| $ |
| |||
Issuance of common stock for common stock payable |
| $ |
|
| $ |
|
| $ |
| |||
The accompanying notes to the financial statements are an integral part of these statements.
| F-7 |
| Table of Contents |
ALPHA-EN CORPORATION
Notes to the Financial Statements
Note 1 – Organization and Operations
Alpha-En Corporation (the “Company”) was incorporated in Delaware on March 7, 1997.
Since 2008, the focus of the Company’s business has been developing new technologies for manufacturing highly pure lithium metal, a raw material for use in lightweight, high energy density batteries, in an environmentally friendly manner for commercial purposes. In 2013, the Company invented a new process for the production of highly pure lithium metal and associated products at room temperature. The Company subsequently broadened its focus to develop products and processes derived from the Company’s new core proprietary technology, including battery components and compounds of lithium.
The Company's principal executive offices and laboratory operations are located at 200 North Drive, Hopewell Junction, New York.
Note 2 – Going Concern and Liquidity
The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected in the financial statements, the Company had an accumulated deficit of approximately $
The Company is attempting to further develop the intellectual property associated with its technology; broaden its patent portfolio; scale up its production of various products; and begin generating revenue; however, the Company’s cash position is not sufficient to support its daily operations for the foreseeable future. While the Company believes in the viability of its technology and in its ability to raise additional funds by way of a public or private offering, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to raise additional funds by way of a public or private offering and its ability to further develop its technology and generate sufficient revenue.
Management’s plans to address these conditions also include continued funding under the Company’s government grants and contracts; continued funding from National Resources Lithium LLC, the Company’s principal stockholder, which has historically funded, and has indicated its intention to fund, the Company’s non-SBIR (Small Business Innovation Research) operating expenses through commercialization, contingent on the continued service of Dr. Landon Oakes as Chief Technology Officer; and the pursuit of joint development agreements with battery cell manufacturers. NRL is not obligated to provide future funding, and there can be no assurance that NRL will continue to fund the Company's operations. There can be no assurance that these plans will be successful.
The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 3 – Significant and Critical Accounting Policies and Practices
Basis of Presentation
The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. The Company’s fiscal year is December 31.
| F-8 |
| Table of Contents |
Reclassification
Certain amounts have been reclassified to improve the clarity and comparability of the financial statements. These reclassifications had no impact on previously reported total assets, liabilities, equity, net income (loss), or cash flows for any periods presented.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
Segment Information
The Company operates as a single operating and reportable segment: a clean technology company focused on developing and commercializing a proprietary process for the production of high-purity lithium metal and cell-ready lithium metal battery electrodes in an environmentally friendly manner.
The Company's Chief Executive Officer ("CEO") is the chief operating decision maker ("CODM"). The CODM reviews financial information for purposes of allocating resources and evaluating financial performance, and assesses performance and allocates resources primarily based on net loss, which is reported on the Statements of Operations and Comprehensive Loss. Total assets on the Balance Sheets represent the Company's segment assets.
The significant segment expenses regularly provided to and reviewed by the CODM are the expense categories presented on the face of the Statements of Operations and Comprehensive Loss, consisting of general and administrative, rent expense – related party, payroll and management fee, and professional fees. Other segment items consist of government grant income and, in 2024, the loss on settlement of debt, each of which is separately presented on the Statements of Operations and Comprehensive Loss.
Cash and Cash Equivalents
Cash and cash equivalents include cash in bank accounts and money market funds with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. As of December 31, 2025, 2024 and 2023, the Company had cash of $
Periodically, the Company may carry cash balances at financial institutions in excess of the federally insured limit of $
Grant Income
Management has concluded that the Company’s government grants are not within the scope of ASC Topic 606 as they do not meet the definition of a contract with a customer. The Company concluded that the grants meet the definition of a contribution and are non-reciprocal transactions, and have also concluded that Subtopic 958-605, Not-for-Profit-Entities-Revenue Recognition does not apply, as the Company is a business entity and the grants are with governmental agencies.
In the absence of applicable guidance under US GAAP, the Company accounts for government grants in accordance with International Accounting Standard (“IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance, by analogy, and as such, government grants related to income are recognized as other income when the Company has satisfied the applicable performance requirements, and there is reasonable assurance that the amounts will be received.
| F-9 |
| Table of Contents |
Fair Value Measurements
The Company follows accounting guidelines on fair value measurements for financial instruments measured on a recurring basis, as well as for certain assets and liabilities that are initially recorded at their estimated fair values. Fair value is defined as the exit price, or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The Company uses the following three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial instruments:
| · | Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical instruments. |
|
|
|
| · | Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the marketplace. |
|
|
|
| · | Level 3: Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires a significant judgment or estimation. |
Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires the Company to make judgments and consider factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed, or initial amounts recorded, may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange
The Company’s financial instruments, including cash, grant receivables, accounts payable and accrued liabilities, and due to related parties, are carried at historical cost. As of December 31, 2025, 2024 and 2023, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.
Fair Value of Preferred Stock
The fair value of preferred stock was estimated based upon the number of equivalent common shares that preferred stock could have been converted into at the closing price on the purchase date. This is a nonrecurring fair value measurement determined at initial recognition, and is classified within Level 2 of the fair value hierarchy.
Contingencies
The Company records accruals for contingencies and legal proceedings expected to be incurred in connection with a loss contingency when it is probable that liability has been incurred, and the amount can be reasonably estimated.
If a loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.
| F-10 |
| Table of Contents |
Net Loss Per Share of Common Stock
Net loss per share of common stock requires presentation of basic and diluted earnings per common share on the face of the Statements of Operations and Comprehensive Loss for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share computation to diluted earnings per share. In the accompanying financial statements, basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from securities convertible into or exercisable for common stock, unless the result would be antidilutive.
The dilutive effect of share-based payment awards is calculated using the “treasury stock method,” which assumes that the “proceeds” from the exercise of these instruments are used to purchase common shares at the average market price for the period. The dilutive effect of convertible securities is calculated using the “if-converted method.” Under the if-converted method, securities are assumed to be converted at the beginning of the period, and the resulting shares of common stock are included in the denominator of the diluted calculation for the entire period being presented.
For the years ended December 31, 2025, 2024 and 2023, the following common stock equivalent shares were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.
|
| December 31, |
|
| December 31, |
|
| December 31, |
| |||
|
| 2025 |
|
| 2024 |
|
| 2023 |
| |||
Series A Preferred stock |
|
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|
| |||
Series B Preferred stock |
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| |||
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| |||
Preferred Stock Dividends
The Company's Series A and Series B Preferred Stock carry cumulative dividend rights. Dividends are accrued ratably over the period to which they relate regardless of whether they have been declared. Such dividends are deducted from net loss in computing net loss attributable to common stockholders.
Related Parties
The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.
Income Taxes
The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax effects attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. The Company establishes a valuation allowance if it is more likely than not that the deferred tax assets will not be recovered based on an evaluation of objective verifiable evidence. For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the largest amount of the benefit that is greater than 50% likely of being realized. For tax positions that are not more likely than not of being sustained upon audit, the Company does not recognize any portion of the benefit.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
| F-11 |
| Table of Contents |
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments in this update provide a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses on Financial Instruments. This update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years. Adoption of this ASU can be applied prospectively for reporting periods after its effective date. Early adoption is permitted. We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our financial statements.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which establishes authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants. Under ASU 2025-10, government grants are recognized when it is probable that the entity will both comply with the conditions of the grant and the grant will be received. The ASU provides specific accounting models for grants related to assets and grants related to income, including options to recognize government grants as deferred income or as a reduction of the asset’s cost basis. The ASU also requires enhanced disclosures regarding the nature of government grants, significant terms and conditions, accounting policies applied, and amounts recognized in the financial statements. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-10.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11.
In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements. The ASU addresses thirty-three items, representing the changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. Generally, the amendments in this Update are not intended to result in significant changes for most entities. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2026. The adoption method of this ASU may vary, on an issue-by-issue basis. Early adoption is permitted. We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our financial statements.
The Company has implemented all recently issued accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial statements or results of operations.
Note 4 – Accounts payable and accrued liabilities
Accounts payable and accrued liabilities consisted of the following:
|
| December 31, |
|
| December 31, |
|
| December 31, |
| |||
|
| 2025 |
|
| 2024 |
|
| 2023 |
| |||
Accounts payable |
| $ |
|
| $ |
|
| $ |
| |||
Accrued liabilities |
|
|
|
|
|
|
|
|
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
Note 5 – Related Party Transactions
The Company's related party transactions include cash advances and operating expenses paid on behalf of the Company by National Resources Lithium LLC ("NRL"), the Company's principal stockholder. NRL became the Company's principal stockholder pursuant to the Stock Purchase Agreement dated September 3, 2024. NRL has historically funded, and has indicated its intention to fund, the Company's non-SBIR operating expenses through commercialization, contingent upon the continued service of Dr. Landon Oakes as Chief Technology Officer. NRL is not obligated to provide future funding (see Note 12).
| F-12 |
| Table of Contents |
During the years ended December 31, 2025, 2024 and 2023, the Company received advances from NRL of $
Stock Purchase Agreement with National Resources Lithium LLC
On September 3, 2024, the Company entered into a Stock Purchase Agreement (the “SPA”) with NRL, pursuant to which the Company issued
Management determined the fair value of the shares issued under ASC 820, Fair Value Measurement, using a back-solve (calibration) method based on the consideration exchanged in the SPA, concluding that the over-the-counter quotation for the Company’s common stock (OTCPK: ALPE) did not represent fair value because no active market existed. The significant unobservable inputs (using Level 3 inputs) used in the back-solve model were the fair values assigned to each component of consideration: $
Of the total consideration, $
Amounts due to related parties, due on demand and non-interest bearing, consisted of the following:
|
| December 31, |
|
| December 31, |
|
| December 31, |
| |||
|
| 2025 |
|
| 2024 |
|
| 2023 |
| |||
Due to Jerome I. Feldman |
| $ |
|
| $ |
|
| $ |
| |||
Due to NRL |
|
|
|
|
|
|
|
|
| |||
Total due to related parties |
| $ |
|
| $ |
|
| $ |
| |||
Free rent
The Company occupies rent-free research laboratory space provided by a related party. The related party has provided this space since January 2023 under an arrangement that was subsequently formalized in the September 2024 SPA. The free-rent period runs from October 2022 through December 2027. The imputed market rent is $14,000 per month in the first year and escalates 2% annually thereafter. The Company does not recognize a right-of-use asset or lease liability, as the arrangement is not documented in a standalone, executed lease contract and does not constitute an enforceable contract under ASC 842. During the years ended December 31, 2025, 2024, and 2023, the Company recorded rent expense – related party of $
| F-13 |
| Table of Contents |
Note 6 – Mezzanine Equity
Series A preferred stock
The Series A preferred stock is entitled to accrue cumulative dividends at a rate equal to
The Series A Preferred Stock is being classified as mezzanine equity because it has redemption features that are outside of the Company’s control upon certain triggering events, such as a deemed liquidation event. A “Deemed Liquidation Event” is defined in the Company’s Amended and Restated Certificate of Incorporation as a merger that results in a change in control or the sale of substantially all the assets of the Company. In the case of a Deemed Liquidation Event, the assets of the Company will be paid in order of liquidation preference to the holders of preferred and common stock. Because certain holders of the Series A Preferred Stock constitute 50% of the Company’s Board of Directors, a potential Deemed Liquidation Event is considered to be outside the control of the Company along with the call provision that can be exercised in one year, resulting in classification of the Series A Preferred Stock as mezzanine equity.
During each of the years ended December 31, 2025, 2024 and 2023, the Company recorded accrued dividends of $
As of December 31, 2025, 2024 and 2023, the Company has
Series B preferred stock
Each share of Series B preferred stock is convertible into
The Series B preferred stock is classified as mezzanine equity because a deemed liquidation event could trigger a liquidation preference payment outside the Company's control. A "Deemed Liquidation Event" is defined in the Certificate of Designations as a merger or consolidation resulting in a change in control, or a sale of all or substantially all of the Company's assets. Upon a Deemed Liquidation Event, proceeds are paid first to creditors, then pari passu to holders of Series A and Series B Preferred Stock (at $1,000 per share plus accrued but unpaid dividends), then to common stockholders. Because this event is not solely within the Company's control, the Series B Preferred Stock is classified as mezzanine equity.
The Company also has the option, but not the obligation, to redeem the Series B Preferred Stock after the one-year anniversary of issuance, at the original issue price plus accrued but unpaid dividends. This right is solely at the Company's election and does not, by itself, drive the mezzanine equity classification. The Company has not adjusted the carrying value to redemption value, as redemption is not currently probable.
| F-14 |
| Table of Contents |
During the years ended December 31, 2025, 2024 and 2023, the Company recorded accrued dividends of $
As of December 31, 2025, 2024 and 2023, the Company has
Note 7 – Stockholders’ Deficit
Preferred stock
The Company has authorized
Common stock
The Company has authorized
During the year ended December 31, 2025, the Company did not issue any common stock.
During the year ended December 31, 2024, the Company issued
During the year ended December 31, 2023, the Company issued
As of December 31, 2025, 2024 and 2023, the Company had recorded
Note 8 – Income Taxes
Components of income tax expense (benefit) are as follows for the years ended December 31, 2025, 2024 and 2023:
|
| Years Ended December 31, |
| |||||||||
|
| 2025 |
|
| 2024 |
|
| 2023 |
| |||
Current |
| $ |
|
| $ |
|
| $ |
| |||
Deferred |
|
|
|
|
|
|
|
|
| |||
Income tax expense (benefit) |
| $ |
|
| $ |
|
| $ |
| |||
For the years ended December 31, 2025, 2024 and 2023, the Company made no cash payments for income taxes.
| F-15 |
| Table of Contents |
The tax effects of temporary differences that give rise to significant components of the Company’s deferred tax assets and liabilities are as follows at December 31, 2025, 2024 and 2023:
|
| December 31, |
|
| December 31, |
|
| December 31, |
| |||
|
| 2025 |
|
| 2024 |
|
| 2023 |
| |||
Deferred tax assets and liabilities |
|
|
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|
|
|
|
|
| |||
Net operating losses carried forward |
| $ |
|
| $ |
|
| $ |
| |||
Deferred grant income |
|
|
|
|
|
|
|
|
| |||
Total deferred tax asset |
|
|
|
|
|
|
|
|
| |||
Less: valuation allowance |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net deferred tax asset |
| $ |
|
| $ |
|
| $ |
| |||
Change in Valuation allowance for the years ended December 31,
|
| 2025 |
|
| 2024 |
|
| 2023 |
| |||
Balance, beginning of year |
| $ |
|
| $ |
|
| $ |
| |||
Additions charged to tax expense |
|
|
|
|
|
|
|
|
| |||
Balance, end of year |
| $ |
|
| $ |
|
| $ |
| |||
The Company will have approximately $
ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. At December 31, 2025, 2024 and 2023, a full valuation allowance was recognized.
In addition, the Company performed a comprehensive review of its uncertain tax positions and determined that no adjustments were necessary relating to unrecognized tax benefits at December 31, 2025, 2024 and 2023. The Company's federal and state income tax returns are subject to examination by taxing authorities for three years after the returns are filed, and as such the Company's federal and state income tax returns remain open to examination.
The reconciliation of the income tax expense computed at the U.S. federal statutory rate is as follows:
|
| Years Ended |
| |||||||||||||||||||||
|
| December 31 |
| |||||||||||||||||||||
|
| 2025 |
|
| 2024 |
|
| 2023 |
| |||||||||||||||
Statutory tax rate |
| $ | ( | ) |
|
| % |
| $ | ( | ) |
|
| % |
| $ | ( | ) |
|
| % | |||
State tax rate |
|
| ( | ) |
|
| % |
|
| ( | ) |
|
| % |
|
| ( | ) |
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| % | |||
Effect of change in income tax rate for deferred tax assets |
|
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| % |
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| % |
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| % | ||||||
Effect of expenses not deductible for tax purpose |
|
|
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| ( | %) |
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|
| ( | %) |
|
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|
| ( | %) | ||||||
Change in valuation allowance |
|
|
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| ( | %) |
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| ( | %) |
|
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| ( | %) | ||||||
Effective income tax rate |
|
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| % |
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|
|
| % |
|
|
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| % | ||||||
Nondeductible expenses consist primarily of a loss on settlement of debt of $
The Company's ability to utilize its net operating loss carryforwards may be limited under Section 382 of the Internal Revenue Code if the Company experiences a cumulative change in ownership of more than 50 percentage points over a three-year period. The September 2024 issuance of common shares to NRL resulted in a cumulative ownership shift of approximately 46 percentage points; accordingly, no ownership change had occurred through December 31, 2025, and the carryforwards are not currently subject to an annual limitation. Future issuances of equity could, however, result in such a limitation.
| F-16 |
| Table of Contents |
Note 9 – Government Grants
The Company has received government grants and contracts from various federal and state agencies to support research, development, and other qualifying activities. Government grant and contract income is recognized when the Company has satisfied the applicable performance requirements, and it is probable that the amounts will be received. Related expenditures are recognized as incurred. Amounts received before the related performance requirements are satisfied are recorded as deferred income and recognized as income as the applicable requirements are met. Amounts determined to be repayable or disallowed are recognized as liabilities when such amounts become probable and reasonably estimable.
The Company’s significant government awards are as follows:
Grant |
| Purpose |
| Performance Period and Status |
| Recognition Trigger |
U.S. Department of Energy ("DOE") SBIR Fast-Track award (No. DE-SC0024052) |
| Research and development ("R&D") to convert lithium-bearing brine into thin-film lithium metal anodes via integrated extraction and electrodeposition |
| July 2023 – April 2026; completed. |
| Grant income is recognized as eligible R&D expenses are incurred each approved budget period; no income/receivable recognized for unapproved future budget periods |
|
|
| ||||
New York State Energy Research and Development Authority ("NYSERDA") agreement (No. 138288) |
| Cost-shared R&D to advance proprietary electrolytic process for high-purity thin-film lithium metal anodes |
| In October 2023 – 2025; completed. |
| Grant income is recognized as each milestone deliverable is completed and accepted via the NYSERDA portal; no income for unaccepted work-in-progress milestones. Milestone deliverables consist of defined technical reports, written protocols, a design presentation, and a fabrication demonstration tied to the project's Statement of Work tasks, each requiring approval by the NYSERDA Project Manager. |
|
|
|
| |||
Empire State Development (ESD)/ NYSTAR |
| Working-capital matching grant supporting commercialization of lithium-metal technology and related federally funded R&D |
| Eligible costs incurred July 2024 – April 2026 |
| Tranche 1: Grant income is received upon Agreement execution, before costs incurred — recorded as deferred grant income on receipt, not yet recognized. Tranche 2: contingent on project completion, documentation of $1,552,297 eligible costs, and ESD final report approval — not yet recognized |
|
|
| ||||
U.S. Department of Defense ("DoD") SBIR Phase I contract (No. W51701-25-C-A020) |
| Feasibility study for producing low-cost, high-energy lithium metal anodes from domestic lithium raw materials |
| Contract signed March 13, 2025; period of performance from April 9, 2025, contract completion date January 9, 2026; technical work completed
|
| Grant income is recognized upon DoD's formal acceptance of each deliverable; income equals deliverables accepted multiplied by applicable unit price |
|
|
| ||||
NYSERDA ClimateTech Expertise Network ("CEN") vendor services program administered by Columbia University ("CU") |
| Reimbursement of eligible third-party vendor costs (Computer-Aided Design/prototyping, Design for Manufacturing, technoeconomic analysis, marketing, etc.) supporting lithium extraction and anode fabrication |
| May 2025 – September 2025; completed, $5,000 received |
| Grant income is 50% recognized on CUA's acceptance of vendor invoice/purchase order; remaining 50% on CU's acceptance of proof of service completion; |
|
|
| ||||
Hudson Valley Technology Development Center/MTEC award |
| Development of a prototype thin-film lithium metal coating unit for direct integration with battery manufacturing |
| Effective September 2024; 1-year project period |
| Grant income is recognized as reimbursable engineering services (salary and equipment purchase) are performed and accepted in each of two disbursement tranches; cash receipt evidences conditions met |
| F-17 |
| Table of Contents |
The following table summarizes government grant and contract income recognized during the years ended December 31, 2025, 2024, and 2023, which is included within other income (expense) on the Statements of Operations and Comprehensive Loss:
|
| Years ended December 31, |
| |||||||||
|
| 2025 |
|
| 2024 |
|
| 2023 |
| |||
DOE SBIR |
| $ |
|
| $ |
|
| $ |
| |||
DoD SBIR |
|
|
|
|
|
|
|
|
| |||
Columbia Grant / NYSERDA CEN |
|
|
|
|
|
|
|
|
| |||
NYSERDA |
|
|
|
|
|
|
|
|
| |||
Hudson Valley Tech |
|
|
|
|
|
|
|
|
| |||
Total government grant income |
| $ |
|
| $ |
|
| $ |
| |||
As of December 31, 2025, 2024, and 2023, the Company had grant receivable from DOE SBIR award of $
Note 10 – Commitments and Contingencies
Amounts received under government grants and contracts may be subject to audit or disallowance by the applicable agencies. The Company records liabilities for amounts determined to be probable and reasonably estimable.
The Company has no material commitments or contingencies requiring accrual or disclosure other than those described above.
Note 11 – Concentration
Concentrations of accounts payable and accrued liabilities exceeding 10% as of December 31, 2025, 2024, and 2023 were as follows:
|
| December 31, |
|
| December 31, |
|
| December 31, |
| |||
|
| 2025 |
|
| 2024 |
|
| 2023 |
| |||
Vendor A |
|
| % |
|
| % |
|
| % | |||
Vendor B |
|
| - |
|
|
| - |
|
|
| % | |
Vendor C |
|
| - |
|
|
| - |
|
|
| % | |
Vendor D |
|
| % |
|
| - |
|
|
| - |
| |
Vendor E |
|
| % |
|
| - |
|
|
| - |
| |
Vendor F |
|
| % |
|
| - |
|
|
| - |
| |
Vendor G |
|
| % |
|
| - |
|
|
| - |
| |
|
|
| % |
|
| % |
|
| % | |||
Concentrations of purchases exceeding 10% for the years ended December 31, 2025, 2024, and 2023 were as follows:
|
| December 31, |
|
| December 31, |
|
| December 31, |
| |||
|
| 2025 |
|
| 2024 |
|
| 2023 |
| |||
Vendor H |
|
| % |
|
| % |
|
| % | |||
Vendor F |
|
| % |
|
| - |
|
|
| - |
| |
Vendor I |
|
| % |
|
| % |
|
| % | |||
Vendor J |
|
| % |
|
| - |
|
|
| - |
| |
Vendor K |
|
| - |
|
|
| % |
|
| - |
| |
|
|
| % |
|
| % |
|
| % | |||
Note 12– Subsequent Events
Management has evaluated subsequent events through October 9, 2026, which is the date these financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure, except as follows:
On August 19, 2026, the Company entered into a Loan and Security Agreement, a Revolving Promissory Note, and a Patent Security Agreement with National Resources Lithium LLC ("NRL"), the Company's principal stockholder, documenting amounts due to related party of $
On August 19, 2026, the Company entered into a settlement and release agreement with Jerome Feldman, the Company's Chief Executive Officer and Chief Financial Officer, pursuant to which the Company agreed to a maximum settlement obligation of $
| F-18 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Alpha-En Corporation |
| |
|
|
|
|
Dated: October 9, 2026 | By: | /s/ Jerome Feldman |
|
| Name: | Jerome Feldman |
|
| Title: | Chief Executive Officer, Chief Financial Officer. (Principal Executive, Financial and Accounting Officer) |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature |
| Title |
| Date |
|
|
|
|
|
/s/ Jerome Feldman |
| Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors |
| October 9, 2026 |
Jerome Feldman |
|
|
|
|
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|
|
|
/s/ Lawrence Swonger |
| Director |
| October 9, 2026 |
Lawrence Swonger |
|
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| 28 |
EXHIBIT 3.1
| 1 |
| 2 |
| 3 |
| 4 |
| 5 |
| 6 |
| 7 |
| 8 |
| 9 |
| 10 |
| 11 |
| 12 |
EXHIBIT 4.1
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
alpha-En Corporation (the “Company”) has one class of securities registered under Section 12(g) of the Securities Exchange Act of 1934, as amended: its Common Stock, par value $0.01 per share (the “Common Stock”).
The following summary describes certain material terms of the Company’s capital stock. This summary is qualified in its entirety by reference to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and Amended and Restated Bylaws, as amended (the “Bylaws”).
GENERAL
Under the Certificate of Incorporation, the Company is authorized to issue 60,000,000 shares of capital stock, consisting of (i) 57,000,000 shares of Common Stock, par value $0.01 per share, (ii) 1,000,000 shares of Class B Common Stock, par value $0.01 per share, and (iii) 2,000,000 shares of Preferred Stock, par value $0.01 per share.
The outstanding shares of Common Stock are fully paid and non-assessable.
VOTING RIGHTS
Holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders.
The Company’s Class B Common Stock is entitled to ten votes per share on all matters submitted to a vote of stockholders.
Except as otherwise required by law or the Certificate of Incorporation, holders of Common Stock and Class B Common Stock vote together as a single class.
DIVIDEND RIGHTS
Holders of Common Stock and Class B Common Stock are entitled to share equally, on a share-for-share basis, in dividends and distributions when, as and if declared by the Board of Directors from funds legally available therefor, subject to any preferential rights of holders of Preferred Stock.
LIQUIDATION RIGHTS
Upon any liquidation, dissolution or winding up of the Company, holders of Common Stock and Class B Common Stock are entitled to participate equally, share and share alike, in the distribution of the Company’s assets remaining after payment of liabilities and subject to any preferential rights of holders of Preferred Stock.
| 1 |
CONVERSION RIGHTS
Each share of Class B Common Stock may be converted at any time, at the option of the holder, into one share of Common Stock.
NO PREEMPTIVE RIGHTS
No holder of any class of the Company’s capital stock has any preemptive right to purchase or subscribe for any additional shares of capital stock or any securities convertible into capital stock.
PREFERRED STOCK
The Board of Directors is authorized, without further stockholder approval (except as required by law), to provide for the issuance of shares of Preferred Stock in one or more series and to establish the designation, powers, preferences and rights, and the qualifications, limitations and restrictions, of each such series.
The issuance of Preferred Stock could have the effect of delaying, deferring or preventing a change in control of the Company.
| 2 |
EXHIBIT 10.1
STOCK PURCHASE AGREEMENT
DATED
September 3, 2024
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
This Stock Purchase Agreement (the "Agreement") is made and entered into on September 3, 2024 by and between alpha-En Corporation, a Delaware Corporation, having an address at 200 North Drive Hopewell Junction, New York 12533 ("alpha-En") and National Resources Lithium, LLC, a Delaware limited liability company, having an address at 485 West Putnam Avenue Greenwich, Connecticut 06830 ("Investor").
RECITALS
A. WHERAS, alpha-En is engaged in the development of lithium extraction and anode fabrication technologies and owns technical information and expertise in fabricating lithium metal and pre-lithiated anodes from lithium raw materials, and
B. WHEREAS, Investor seeks to make strategic investments in lithium anode technology, and
C. WHEREAS, since about 2019, alpha-En has not been in compliance with legally required reporting requirements and its shares have not been traded on any securities market;
D. WHEREAS, in March 2016, Investor's affiliate Hudson View Building #3, LLC entered into a commercial lease with alpha-En, and
E. WHEREAS, Investor's affiliate has been paying, among other things, the salary of the Chief Technology Officer of alpha-En in the amount of$12,000 per month since August 2022, the salary of electro chemists, the salary of a chemical engineer, and, since March 2023, the salary of support personnel in the amount of$6,500 per month (collectively, "Past Salaries Paid"), and
| 1 |
F. WHEREAS, in October 2022, Investor relocated alpha-En's research laboratory to the facility of an affiliate of Investor, located at 200 North Street, Hopewell Junction, New York, and
G. WHEREAS, since October 2022, Investor has caused its affiliate to provide and intends to continue to provide alpha-En a rent-free research laboratory at the facility of Investor's affiliate at 200 North Street, Hopewell Junction, New York with a value of$14,000 per month for a period of five (5) years ("200 North Street Rent"), and
H. WHEREAS, Investor has paid for other costs associated with the operation of alpha-En's business, including, but not limited to, the payment of insurance premiums (the "Operating Costs"), and
I. WHEREAS, Investor has enabled alpha-En to continue to develop its technology and to develop sample sizes for a commercial feasible product, and
J. WHEREAS, alpha-En was unable to attract investors, other than from Investor, during the critical 2022 to 2024 period of its development, and
K. WHEREAS, alpha-En currently owes Hudson View Building #3, an affiliate of Investor, an amount equal to One Million Seven Hundred Thousand Dollars ($1,700,000) for back rent and unamortized tenant improvements as of the date hereof (the "Building #3 Lease Payments Due," and, together with the Past Salaries Paid, the 200 North Street Rent, collectively, the "Debt"), and
L. WHEREAS, the aggregate amount of the Debt currently aggregates in excess of $2,700,000.00, and
M. WHEREAS, alpha-En owes monies to other parties, including accountants, auditors, and attorneys in an amount approximating $450,000 as of the date hereof;
N. WHEREAS, Investor's affiliates have assigned to Investor their rights against alpha-En for the Debt, and
O. WHEREAS, alpha-En wishes to avoid bankruptcy and continue as a going concern;
P. WHEREAS, Investor could place alpha-En into bankruptcy but wishes to enable alpha- En to continue as a going concern, and
| 2 |
Q. WHEREAS, Investor wishes to invest in the business of alpha-En through an equity interest, and
R. WHEREAS, alpha-En has agreed to sell to Investor and Investor has agreed to purchase 32,800,000 shares of the [common stock] of alpha-En (the "Shares"), representing a vested forty percent (40%) interest in alpha-En, subject to the terms and conditions contained in this Agreement, and
S. WHEREAS, in connection with such sale, alpha-En shall propose two nominees of Investor for election to the Board of Directors of alpha-En and a nominee of Investor for appointment as chief executive officer of alpha-En,
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein contained, the parties agree as follows:
CLAUSE I: EQUITY INTEREST
| 1. | TRANSFER OF SHARES. Subject to all of the terms and conditions of this Agreement, at the Closing Date, alpha-En hereby agrees to sell, transfer and convey to Investor, and Investor agrees to purchase and acquire from alpha-En, free and clear of all liens, claims, charges, restrictions, and encumbrances of any kind, the Shares. |
|
|
|
| 2. | PURCHASE PRICE. The Purchase Price agreed between the parties for the Shares shall be (a) One Million Dollars ($1,000,000.00), less a credit for Past Salaries Paid, for a total in excess of One Million Dollars ($1,000,000.00), plus (b) forgiveness of the Building #3 Lease Payments Due, plus (c) provision of a rent-free research laboratory at the facility of National Resources, LLC at 200 North Street, Hopewell Junction, New York for a period of up to five (5) years. |
CLAUSE II: OBLIGATIONS OF THE PARTIES
| 1. | CLOSING DATE. Subject to the fulfillment of each party's obligations, the closing of this transaction shall take place and be effective for all purposes on September 3, 2024 at such time and place as the parties hereto mutually agree (the "Closing Date"). |
| 3 |
| 2. | OBLIGATIONS OF THE PARTIES. From and after the Closing Date, the events set out in clauses (i) through (iv) shall occur: |
|
| (i) | Subject to the condition precedent recorded at (ii) below being met by Investor and the condition precedent at (iii) below being met by alpha·En and the Investor being given written confirmation thereof by alpha·En, the Investor shall pay the Purchase Price as specified in CLAUSE I 2. above. |
|
|
|
|
|
| (ii) | Investor shall provide to alpha-En a Release regarding the Building #3 Lease Payments Due in the form set out at Schedule A hereto, and a current dated Lease covering premises at 200 North Drive Hopewell Junction, New York 12533 in the form set out at Schedule B hereto. |
|
|
|
|
|
| (iii) | alpha·En shall cause a meeting of Directors to be convened and shall adopt a resolution approving (a) the sale and transfer of the Shares to the Investor, (b) the resignation of the directors from the Board of Directors of alpha-En, and (c) the election to the Board of Directors of alpha-En four nominees of Investor, such election to be effective upon the date of payment of the Purchase Price by the Investor and (c) the appointment as chief executive officer of alpha-En a nominee of Investor, such appointment to be effective upon the date of payment of the Purchase Price by the Investor; |
|
|
|
|
|
| (iv) | Subject to alpha-En complying with its obligations in CLAUSE II 2(iii) above and the Investor complying with its obligation in CLAUSE II 2(ii), alpha-En shall forthwith deliver to the Investor: |
|
|
| a. | the payment of any applicable stamp duty) for the Shares in favor of the Investor ana share certificate in respect of the Shares together with an executed instrument of transfer in proper form (except for the, subject to the payment of stamp duty, a confirmation of the transfer of the Shares in the share register of the alpha-En and issue a certificate in the name of the Investor; |
|
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|
|
|
|
| b. | any waiver, consent or other document that the Investor may require to obtain a good title to the Shares registered in the name of the Investor or his nominees, including any Power of Attorney under which any document required to be delivered under this Agreement has been executed. |
| 4 |
CLAUSE III: REPRESENTATIONS AND WARRANTIES OF ALPHA-EN CORPORATION
In order to induce Investor to enter into this Agreement and consummate the transactions contemplated hereby, alpha-En hereby represents and warrants to Investor as follows:
| 1. | ORGANIZATION AND GOOD STANDING. While it must resolve the issue of outstanding franchise taxes, alpha-En is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. |
|
|
|
| 2. | OWNERSHIP OF SHARES: VALIDITY AND ENFORCEABILITY. alpha-En represents and warrants that (i) alpha-En is the legal and beneficial owner of the Shares, free and clear of all liens, claims, charges, restrictions, security interests, equities, proxies, pledges or encumbrances of any kind; (ii) alpha-En has the full right, power, authority and capacity to sell and transfer the respective Shares owned by alpha-En; (iii) by virtue of the transfer of the Shares to Investor at the Closing, Investor will obtain full title to such Shares, free and clear of all liens, claims, charges, restrictions, security interests, equities, proxies, pledges, or encumbrances of any kind; (iv) no approval (other than the approval of the Board of Directors) is required to effectuate this Agreement. |
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| 3. | NO VIOLATION. The execution and delivery of this Agreement by alpha-En does not, and the consummation of the transactions contemplated hereby will not, (a) violate or be in conflict with, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) with, or result in the termination of, or accelerate the performance required by, or excuse performance by any person of any of its obligations under, or cause the performance required by, or exercise performance by any person of any of its liabilities under, any provision of, or result in the creation of any lien or security interest under, any agreement, indenture, instrument, lease, security agreement, mortgage or lien to which the alpha-En is a party or by which any of the alpha-En's assets or properties are bound; (b) violate or be in conflict with any provision of the Articles of Association or Bylaws of the alpha-En; (c) violate any order, arbitration award, judgment, writ, injunction, decree, statute, rule, or regulation applicable to the alpha-En; or (d) violate any other contractual or legal obligation or restriction to which the alpha-En is subject. |
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| 4. | ABSENCE OF QUESTIONABLE PAYMENTS. Neither alpha-En nor any other person acting on its behalf has at any time directly or indirectly used funds for any illegal purpose, including without limitation, the making of any improper political contribution, bribe or kickback. |
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| 5. | PROFESSIONAL FEES. alpha-En has not done anything to cause or incur any liability or obligation for investment banking, brokerage, finders, agents or other fees or commissions in connection with the negotiation, preparation, execution or performance of this Agreement or the consummation of the transactions contemplated hereby, and alpha-En does not know of any claim by anyone for such a fee or commission. |
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| 6. | FULL DISCLOSURE. Neither this Agreement, nor any schedule, exhibit, list, certificate or other instrument and document furnished or to be furnished by alpha-En to Investor pursuant to this Agreement, contains any untrue statement of a material fact or omits to state any material fact required to be stated herein or therein or necessary to make the statements and information contained herein or therein not misleading. |
CLAUSE IV: REPRESENTATIONS AND WARRANTIES OF INVESTOR
In order to induce alpha-En to enter into this Agreement and consummate the transactions contemplated hereby, Investor hereby represents and warrants to alpha-En as follows:
| 1. | VALID AND BINDING AGREEMENT. This Agreement constitutes a valid and binding agreement of Investor, enforceable against Investor in accordance with its terms. |
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| 2. | NO VIOLATION. The execution and delivery of this Agreement by Investor does not, and the consummation of the transactions contemplated hereby will not, (a) violate any provision, or result in the creation of any lien or security interest under, any agreement, indenture, instrument, lease, security agreement, mortgage or lien to which Investor is a party or by which it is bound; (b) violate any order, arbitration award, judgment, writ, injunction, decree, statute, rule or regulation applicable to Investor; or (c) violate any other contractual or legal obligation or restriction to which Investor is subject. |
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| 3. | PROFESSIONAL FEES. Investor has not done anything to cause or incur any liability for investment banking, brokerage, finders, agents or other fees or commissions in connection with the negotiation, preparation, execution and performance of this Agreement or the consummation of the transactions contemplated hereby, and Investor does not know of any claim by anyone for such a fee commission. |
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| 4. | CONSENTS AND APPROVALS. Investor has obtained or will have obtained prior to Closing, all consents, approvals, authorizations or orders of third parties, including governmental authorities, necessary for the authorization, execution and performance of this Agreement by Investor. |
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| 5. | FULL DISCLOSURE. Neither this Agreement, nor any certificate or other instrument or document furnished or to be furnished by Investor to alpha-En pursuant to this Agreement, contains any untrue statement of a material fact or omits to state a material fact required to be stated herein or therein or necessary to make the statements and information contained herein or therein not misleading. |
CLAUSE V: COVENANTS AND AGREEMENTS OF PARTIES
From the date of execution of this Agreement and until the Closing Date, Parties agree to:
| 1. | alpha-En COVENANTS. alpha-En has made complete copies of alpha-En's organizational documents available to Investor, confirms that it has 32,800,000 shares available to complete this transaction, and states that it has no current income and that it has issued no rights of first refusal, first offer or other rights related to the sale of the shares. alpha-En agrees that it will not issue additional shares beyond those to be sold to Investor, sell any assets, or incur any additional debt before the closing. The Shares represented a vested forty percent (40%) interest in alpha-En. |
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| 2. | FURTHER ASSURANCES. At any time and from time to time after the Closing Date, at the other Party's request and without further consideration, a Party will execute and deliver such other instruments and take such action as the other Party may reasonably deem necessary or desirable in order to achieve the objectives of this Agreement. |
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| 3. | CONSENTS AND APPROVALS. Both Parties shall, in a timely, accurate and complete manner, take all necessary corporate and other action and use all reasonable efforts to obtain all consents, approvals, permits, licenses and amendments of agreements required of the Party to carry out the transactions contemplated in this Agreement. |
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| 4. | NON-DISCLOSURE/CONFIDENTIALITY |
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| During and after the term of this Agreement, each Party shall safeguard and maintain the confidentiality of the Confidential Information (as defined below) using the same care and discretion it uses to protect its own confidential information from disclosure, publication, or dissemination. Confidential Information may be disclosed by a Party only if the Party can conclusively prove that the Confidential Information is required by a court or Governmental Authority to be disclosed, and the other Party is given prompt notice of such disclosure requirement and has been given reasonable opportunity to oppose such disclosure. "Confidential Information" means the Intellectual Property or any information relating thereto, of any Party, finances, proprietary data protocols and application program interfaces ("APIs"), the identity of clients or prospective clients, the existence and terms of this Agreement, and any other information provided by one Party to the other Party which either (i) is not in the public domain or generally available to the public or (ii) was additionally received by Client from a third party via a breach by such third party of any legal, ethical or fiduciary obligation to the disclosing Party to maintain the confidentiality of the Confidential Information. Upon request of either Party or termination or expiration of this Agreement, the other Party shall promptly destroy or return to the requesting Party all Confidential Information in its possession, custody, or control, other than any Confidential Information the Party is required to retain under Applicable Law. Any Confidential Information retained by a Party will continue to be subject to this Agreement. |
CLAUSE VI: SURVIVAL OF REPRESENTATIONS
| 1. | SURVIVAL OF REPRESENTATIONS. All representations, warranties, covenants, indemnities and agreements by the parties contained in this Agreement shall survive the Closing Date and any investigation at any time made by or on behalf of any party hereto, shall expire on the second anniversary of the Closing Date. |
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| 2. | REMEDIES CUMULATIVE. The remedies provided herein shall be cumulative and shall not preclude the assertion by any party hereto of any other rights or the seeking of any other remedies against the other party hereto. |
CLAUSE VII: TERMINATION OF AGREEMENT
| 1. | TERMINATION. This Agreement may be terminated at any time prior to the Closing: |
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| (i) | By mutual agreement of alpha-En and Investor. |
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| (ii) | By either party, if the other party has breached its agreements, representations or warranties contained in this Agreement and the same remain uncured for thirty (30) days after written notice from the non-breaching party to the breaching party. |
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| (iii) | By either Investor or the alpha-En if the transactions contemplated by this Agreement shall not have been consummated on or before September 3, 2024. |
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| (iv) | By either Investor or the alpha-En if the other makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy or seeks or consents to any reorganization or similar relief under any present or future bankruptcy act or similar law, or is adjudicated a bankrupt or insolvent, or if a third party commences any bankruptcy, insolvency, reorganization or similar proceeding involving the other. |
| 2. | EFFECT OF TERMINATION. In the absence of fraud or willful breach on the part of a Party, neither Party will have any liability to the other under in the event of termination of this Agreement pursuant to this CLAUSE VII. |
CLAUSE VIII: MISCELLANEOUS
| 1. | EXPENSES. All fees and expenses incurred by alpha-En, including without limitation, legal fees and expenses, in connection with this Agreement will be borne by alpha-En and all fees and expenses incurred by Investor, including, without limitation, legal fees and expenses, in connection with this Agreement will be borne by Investor, provided, however, that Investor shall be responsible for all stamp duty which may ·be due to any jurisdiction or governmental entity as a result of the purchase of the Shares. |
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| 2. | ASSIGNMENT. Investor may not assign, transfer or otherwise dispose of any and all of its rights hereunder to anyone other than an affiliate of Investor without the prior written consent of alpha-En. alpha-En Corporation may not assign its rights and obligations to any of its affiliates or to a third party, without prior written consent of the Investor. This restriction shall not inhibit Investor from any assignment, transfer or other disposition of the Shares. |
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| 3. | ENTIRE AGREEMENT. This Agreement, including any exhibits, schedules, lists and other documents and writings referred to herein or delivered pursuant hereto, which form a part hereof, contains the entire understanding of the parties with respect to its subject matter and supersedes all prior oral and written agreements and undertakings between the parties with respect to its subject matter. This Agreement may be amended only by a written instrument duly executed by all parties or their respective heirs, successors, assigns or legal personal representatives. |
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| 4. | WAIVER. Any condition to a party's obligations hereunder may be waived, but only by a written instrument signed by the party entitled to the benefits thereof. The failure or delay of any party at any time or times to require performance of any provision or to exercise its rights with respect to any provision hereof, shall in no manner operate as a waiver of or affect such party's right at a later time to enforce the same. |
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| 5. | HEADINGS. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretations of this Agreement. |
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| 6. | SEVERABILITY. The invalidity of any term or terms of this Agreement shall not affect any other term of this Agreement, which shall remain in full force and effect. |
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| 7. | NOTICES. All notices, request, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered or mailed (registered or certified mail, postage prepaid, return receipt requested) as follows: |
| If to alpha-En Corporation: | |
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| 200 North Drive Hopewell Junction, NY Att: Jerome I. Feldman, Chairman |
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| If to Investor: | |
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| National Resources Lithium, LLC 485 West Putnam Avenue Greenwich, CT 06830 Att: Joseph Cotter |
or to such other address as a party may notify from time to time in writing, provided that any such notice of change of address shall only be effective upon receipt.
| 8. | GOVERNING LAW. This Agreement shall be governed by and be interpreted under the laws of the state of New York without regard to the conflicts of law principles thereof. Each party hereby irrevocably submits to the non-exclusive jurisdiction of any state or federal court located in New York. |
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| 9. | COUNTERPARTS. This Agreement may be executed simultaneously in one or more counterparts, and all such executed counterparts shall together constitute one and the same instrument. |
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of Investor and by alpha-En on the date first above written.
| ALPHA-EN CORPORATION: | |||
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| Jerome J. Feldman, Chairman | |||
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| NATIONAL RESOURCES LITHIUM, LLC, | |||
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| Joseph Cotter, President |
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SCHEDULE A
To Be Drafted
Release in the normal form given by National Resources LLC, National Resources Lithium, LLC, and Hudson View Building #3 and covering (a) any and all obligations for rent, additional rent and I or other fees arising from occupancy by or lease for premises at Yonkers, New York and/ or Hopewell Junction, New York from the beginning of the world through current date and (b) Past Salaries Paid from the beginning of the world through current date.
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SCHEDULE B
To Be Drafted
Commercial property lease between i.Park East Fishkill LLC or its affiliate, as Landlord, and Alpha-En Corporation, as Tenant, covering premises at 200 North Drive Hopewell Junction, New York.
Proposed Lease Provisions:
Lease made effective as of the date of purchase of Shares
Initial term of [6 months], renewable for additional [6 month terms], by mutual agreement Rent $100.00 per month, fixed for entirety of initial term and renewals.
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EXHIBIT 10.2
LOAN AND SECURITY AGREEMENT
This LOAN AND SECURITY AGREEMENT (this "Agreement") is effective as of August 19, 2026 (the “Effective Date”), by and between:
alpha-En Corporation, a Delaware corporation, with its principal place of business at 200 North Drive, Hopewell Junction, New York 12533 ("Borrower"), and
National Resources Lithium LLC, a Delaware limited liability company, with an address for notice at 485 West Putnam Ave., Greenwich, CT 06830 ("Lender").
RECITALS
WHEREAS, Borrower has previously received advances, loans, and other financial accommodations from Lender for the purpose of funding Borrower's operations;
WHEREAS, Lender expects to continue making additional advances and financial accommodations to Borrower from time to time;
WHEREAS. Borrower desires to acknowledge and ratify such obligations and grant Lender a continuing security interest in certain collateral to secure all obligations owing to Lender; and
WHEREAS. Borrower's Board of Directors has determined that this Agreement is fair to and in the best interests of Borrower and its stockholders.
NOW, THEREFORE , in consideration of the foregoing and the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. DEFINITIONS
1.1 Secured Obligations
"Secured Obligations" means all debts, liabilities, and obligations of Borrower to Lender of every kind and description, whether now existing or hereafter arising, whether direct or indirect, absolute or contingent, due or to become due, including:
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| (a) | all advances previously made by Lender; |
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| (b) | all advances hereafter made by Lender; |
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| (c) | costs and expenses of enforcement; |
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| (d) | fees; and attorneys' |
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| (e) | all other indebtedness of Borrower to Lender, regardless of how evidenced. |
| Loan and Security Agreement | Page 1 of 10 | NRL LLC |
1.2 Advance
"Advance" means each loan, payment, extension of credit, reimbursement, or other financial accommodation made by Lender to or on behalf of Borrower.
1.3 Collateral
“Collateral” means all of Borrower's right, title, and interest in and to the following property, whether now owned or hereafter acquired:
(a) all Patent Collateral;
(b) all general intangibles;
(c) all accounts, accounts receivable, payment rights, and other rights to payment;
(d) all contract rights, licenses, permits, and related rights;
(e) all proceeds, products, substitutions, replacements, accessions, income, royalties, and profits of and from the foregoing; and
(f) all other property in which a security interest is granted to Lender pursuant to this Agreement.
Notwithstanding the foregoing, the term "Collateral" shall not include any property or asset to the extent that the granting of a security interest therein is prohibited by applicable law, provided that such exclusion shall apply only to the extent of such prohibition and shall not exclude any proceeds thereof.
1.4 Patent Collateral
“Patent Collateral” means all right, title, and interest of Borrower, whether now owned or hereafter acquired, in and to all patents and patent rights, patent applications, inventions, invention disclosures, and all related intellectual property rights, including all reissues, reexaminations, divisions, continuations, continuations-in-part, renewals, extensions, substitutions, foreign counterparts thereof, and all rights to sue for past, present and future infringement thereof, and all claims, causes of action, recoveries, settlements, and judgments arising therefrom.
Notwithstanding the foregoing, Patent Collateral does not include any patent, patent application, invention, invention disclosure or related patent right owned by Landon Oakes individually and not owned by Borrower. Any such asset shall automatically become Patent Collateral upon its assignment to and ownership by Borrower.
The Patent Collateral includes, without limitation, the patents and patent rights identified in the Patent Security Agreement dated August 19, 2026, between Borrower and Lender, as amended, supplemented, modified, renewed or restated from time to time (the "Patent Security Agreement").
1.4 Permitted Liens
“Permitted Liens” means:
(a) liens identified on Schedule B;
(b) statutory liens for taxes not yet due and payable;
(c) mechanics', carriers', warehousemen's and similar liens arising in the ordinary course of business;
(d) any other liens approved in writing by Lender.
| Loan and Security Agreement | Page 2 of 10 | NRL LLC |
2. ACKNOWLEDGMENT OF EXISTING INDEBTEDNESS
Borrower acknowledges that Lender has previously advanced funds and provided financial accommodations to Borrower and that such advances and accommodations constitute valid and enforceable indebtedness of Borrower.
The parties shall attach Schedule A identifying historical advances presently known to the parties. The parties acknowledge that Schedule A may be updated from time to time to correct errors, including omitted advances, or reflect additional historical advances identified through review of Borrower's books and records.
Notwithstanding the contents of Schedule A, all amounts previously advanced, paid, funded, loaned, or otherwise provided by Lender or any predecessor in interest to Borrower, or for Borrower's benefit, and recorded on Borrower's books and records, financial statements, general ledger, accountant workpapers, tax returns, due-to-shareholder accounts, shareholder advance accounts, related-party payable accounts, officer advance accounts, intercompany accounts, or similar accounts, shall constitute Secured Obligations under this Agreement unless expressly excluded by a written agreement executed by Borrower and Lender, and shall be secured by the Collateral pursuant to Section 6 (Grant of Security Interest) and Section 7 (Dragnet Clause) of this Agreement.
The omission of any advance from Schedule A shall not impair or limit its status as an Obligation secured under this Agreement.
3. REVOLVING CREDIT FACILITY
3.1 Future Advances
From time to time and in Lender's sole discretion, Lender may make additional Advances to or for the benefit of Borrower. Nothing in this Agreement obligates Lender to make any future Advance.
3.2 Evidence of Advances
Lender's books and records shall constitute prima facie evidence of the principal balance outstanding.
4. NO INTEREST
The Advances are, and will remain, non-interest bearing. No interest has accrued or and no interest will accrue on any Advance, the outstanding principal balance, or other any amount payable under this Agreement.
5. MATURITY
All Secured Obligations shall be due and payable on the earlier of:
(a) the consummation of a merger, consolidation, sale of Borrower, or other transaction resulting in the acquisition of substantially all of Borrower's equity or assets; or
(b) acceleration following an Event of Default under Sections 11 and 12.
For the avoidance of doubt, no scheduled payments of principal shall be required under this Agreement. Except upon the occurrence of a maturity event described in this Section 5 or following acceleration resulting from an Event of Default, Borrower shall have no obligation to repay any Advance, and Lender shall have no right to demand repayment thereof.
| Loan and Security Agreement | Page 3 of 10 | NRL LLC |
6. GRANT OF FIRST PRIORITY SECURITY INTEREST
To secure payment and performance of all Secured Obligations, Borrower hereby grants to Lender a continuing first-priority security interest in all of Borrower's right, title, and interest in and to the Collateral.
7. DRAGNET CLAUSE; Future Advance and Cross-Collateralization Provision
The security interest granted herein secures the full and prompt payment and performance of all Secured Obligations, including without limitation:
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| (b) | all indebtedness subsequently discovered through the review of corporate records, accounting records, tax returns, or financial statements; |
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| (c) | all future advances and extensions of credit; and |
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| (d) | all renewals, extensions, modifications, substitutions, refinancings, and replacements of any of the foregoing. |
It is expressly intended that the security interest granted under this Agreement shall secure all future advances and all other indebtedness of Borrower to Lender, regardless of when incurred.
8. REPRESENTATIONS AND WARRANTIES
8.1 General
Borrower represents and warrants:
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| (a) | it is duly organized and validly existing under Delaware law; |
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| (b) | it has authority to enter into this Agreement; |
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| (c) | the execution and delivery of this Agreement have been duly authorized; |
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| (d) | it owns the Collateral free and clear of liens except those disclosed in writing to Lender; and |
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| (e) | this Agreement constitutes a valid and binding obligation. |
8.2 Title to Collateral; Absence of Liens
Borrower owns and shall own good and marketable title to the Patent Collateral and all other Collateral, free and clear of all liens, security interests, pledges, encumbrances, charges, claims, and other restrictions, except:
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| (a) | the security interests granted to Lender pursuant to this Agreement; and |
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| (b) | Permitted Liens. |
Borrower has not executed, authorized, or filed, and is not aware of any agreement, financing statement, assignment, mortgage, pledge, security agreement, or other instrument that would create or evidence a lien upon the Collateral in favor of any person other than Lender and the holders of Permitted Liens.
8.3 Priority of Security Interest
Upon the filing of appropriate UCC financing statements and, with respect to Patent Collateral, the recordation of any applicable Patent Security Agreement or related notices with the United States Patent and Trademark Office, the security interests granted to Lender under this Agreement are intended by the parties to constitute valid, enforceable, and, except for Permitted Liens, first-priority security interests in the Collateral.
| Loan and Security Agreement | Page 4 of 10 | NRL LLC |
9. COVENANTS
9.1 General
Borrower shall:
(a) maintain the Collateral;
(b) preserve patent rights;
(c) pay required patent maintenance fees;
(d) notify Lender of material claims affecting the Collateral;
(e) not grant additional liens without Lender's consent; and
(f) provide financial information reasonably requested by Lender.
9.2 Negative Pledge; Maintenance of Priority
Borrower shall not create, incur, assume, permit, or suffer to exist any lien, security interest, pledge, assignment, charge, encumbrance, or other interest in any Collateral, except Permitted Liens, without the prior written consent of Lender. Borrower shall take all actions reasonably requested by Lender to preserve, protect, perfect, and maintain the priority of Lender's security interests in the Collateral.
10. PERFECTION
Borrower authorizes Lender to:
(a) file one or more UCC-1 Financing Statements;
(b) file amendments thereto;
(c) record short-form patent security agreements with the USPTO; and
(d) execute and file continuation statements necessary to maintain perfection.
11. EVENTS OF DEFAULT
An Event of Default shall occur upon the occurrence of any of the following:
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| (a) | Payment Default. Borrower fails to pay any Secured Obligation within ten (10) days after such obligation becomes due pursuant to Section 5. |
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| (b) | Material Covenant Breach. Borrower fails to perform or observe any material covenant, agreement, or obligation contained in this Agreement, and such failure continues for sixty (60) days after written notice from Lender specifying the nature of such breach in reasonable detail. |
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| (c) | Bankruptcy or Receivership. Borrower commences, or has commenced against it, any voluntary or involuntary case or proceeding under any bankruptcy, insolvency, reorganization, receivership, liquidation, or similar law, which proceeding is not dismissed within sixty (60) days after filing. |
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| (d) | Unauthorized Transfer of Collateral. Borrower sells, transfers, assigns, conveys, or otherwise disposes of any material portion of the Collateral outside the ordinary course of business without Lender's prior written consent. |
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| (e) | Material Misrepresentation. Any representation or warranty made by Borrower in Section 8 shall prove to have been materially false or misleading when made. |
| Loan and Security Agreement | Page 5 of 10 | NRL LLC |
12. REMEDIES
Following the occurrence and continuation of an Event of Default beyond any applicable notice and cure period set forth in Section 11, Lender may, at its option and upon written notice to Borrower:
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| (a) | declare all Secured Obligations immediately due and payable; |
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| (b) | exercise any and all rights and remedies available to a secured party under the Delaware Uniform Commercial Code and other applicable law; |
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| (c) | foreclose upon, collect, take possession of, sell, license, assign, or otherwise dispose of any or all of the Collateral in accordance with applicable law; |
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| (d) | collect directly any accounts, payment rights, proceeds, royalties, or other amounts constituting Collateral; and |
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| (e) | pursue any other remedy available under this Agreement, the Promissory Note, any related security document, or applicable law. |
Notwithstanding anything herein to the contrary, Lender shall not exercise any remedy based upon a default that is subject to a notice and cure period unless such default remains uncured after expiration of the applicable cure period.
All rights and remedies of Lender are cumulative and may be exercised singly, successively, or concurrently. The exercise of any right or remedy shall not preclude the exercise of any other right or remedy.
13. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles.
14. MISCELLANEOUS
14.1 Entire Agreement. This Agreement, together with the Promissory Note, Patent Security Agreement, UCC filings, and schedules attached hereto, constitutes the entire agreement of the parties regarding the subject matter hereof.
14.2 Amendments; Waivers. No amendment or waiver of any provision of this Agreement is effective unless in writing and signed by both Parties.
14.3 Successors. This Agreement binds and inures to the benefit of the Parties and their respective heirs, executors, administrators, successors, and permitted assigns.
14.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
| Loan and Security Agreement | Page 6 of 10 | NRL LLC |
14.5 Notices. All notices, demands, requests, consents, approvals, waivers and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, sent by electronic mail, or deposited in the United States mail, postage prepaid, certified or registered mail, return receipt requested. Notices shall be sent to the parties at their respective addresses set forth in the introductory paragraph of this Agreement and to the email addresses set forth below their signature blocks, or such other address or email address as a party may designate by written notice to the other party. Notices sent by electronic mail shall be deemed received when sent, provided no notice of non-delivery is received by the sender. Notices sent by electronic mail after 5:00 p.m. local time of the recipient shall be deemed given on the next Business Day. “Business Day” as used in this Agreement means any day other than a Saturday, Sunday, or federal holiday.
14.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including by electronic or PDF signature), each of which is deemed an original and all of which together constitute one instrument.
[Signature Page follows]
| Loan and Security Agreement | Page 7 of 10 | NRL LLC |
IN WITNESS WHEREOF, the Parties have executed this Loan and Security Agreement to be effective as of the Effective Date first written above.
| BORROWER: | |||
| alpha-En Corporation | |||
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| Name: Jerome Feldman | |||
| Title: Chief Executive Officer and Chief Financial Officer |
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| Email: c/o scoutaboutwest@yahoo.com |
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| LENDER: | |||
| National Resources Lithium LLC | |||
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| Name: Lynne Ward | |||
| Title: President |
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| Email: lward@nationalresources.com |
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| Loan and Security Agreement | Page 8 of 10 | NRL LLC |
SCHEDULE A
Historical Advances
| Loan and Security Agreement | Page 9 of 10 | NRL LLC |
SCHEDULE B
Existing Liens and Encumbrances
None
| Loan and Security Agreement | Page 10 of 10 | NRL LLC |
EXHIBIT 10.3
REVOLVING PROMISSORY NOTE
$625,122.05
Effective as of August 19, 2026
FOR VALUE RECEIVED, alpha-En Corporation, a Delaware corporation ("Borrower"), promises to pay to the order of National Resources Lithium LLC, a Delaware limited liability company ("Lender"), the principal sum of all advances made by Lender to Borrower from time to time under this Revolving Promissory Note, together with interest thereon as provided below.
1. PURPOSE
This Note evidences:
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| (a) | all advances previously made by Lender to Borrower; |
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| (b) | all advances hereafter made by Lender to Borrower; and |
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| (c) | all renewals, extensions, modifications, substitutions, and refinancings thereof. |
The parties acknowledge that the principal balance outstanding under this Note shall fluctuate from time to time as advances are made and repayments are received.
2. REVOLVING LINE OF CREDIT
There shall be no maximum principal amount outstanding under this Note. Lender may, in its sole discretion, make advances from time to time. Within fifteen (15) days after the end of each calendar month, Lender shall provide Borrower and the Borrower's Board of Directors with a statement showing advances, repayments, and the outstanding principal balance.
3. PRINCIPAL BALANCE
The unpaid principal balance shall consist of:
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| (a) | all historical advances reflected on Schedule A attached hereto; |
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| (b) | all future advances made by Lender. |
Lender's books and records shall constitute prima facie evidence of the outstanding balance; however, Borrower shall have the right to contest any alleged error.
4. NO INTEREST
The Advances are and shall remain non-interest bearing. No interest has accrued and no interest shall accrue on any Advance, the outstanding principal balance, or any amount payable under this Note.
5. MATURITY
Unless sooner accelerated following an Event of Default, all outstanding principal shall become immediately due and payable upon the earliest of:
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For the avoidance of doubt, no scheduled payments of principal shall be required under this Note. Except upon the consummation of a merger, sale, or other transaction described in this Section 5, or following acceleration resulting from an Event of Default, Borrower shall have no obligation to repay any Advance, and Lender shall have no right to demand repayment thereof.
6. PAYMENTS
Borrower may prepay principal at any time without premium or penalty. No periodic principal payments shall be required under this Note unless and until the Note becomes due pursuant to Section 5. Any payments received after an Event of Default may be applied first to costs of enforcement, including reasonable attorneys' fees, and then to principal.
7. EVENTS OF DEFAULT
The occurrence of any of the following shall constitute an Event of Default:
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8. ACCELERATION
Upon the occurrence and continuation of an Event of Default beyond any applicable notice and cure period provided herein, Lender may declare all Obligations immediately due and payable without further notice.
9. SECURITY
This Note is secured by the collateral described in that certain Loan and Security Agreement dated August 19, 2026, between Borrower and Lender, together with any Patent Security Agreement, UCC financing statement, intellectual property security agreement, or other security document executed in connection therewith.
The holder of this Note shall have all rights and remedies set forth in such agreements.
10. FUTURE ADVANCES
This Note is intended to evidence both existing indebtedness and future advances.
All future advances made by Lender to Borrower shall automatically become part of the indebtedness evidenced by this Note and shall be payable pursuant to its terms without requiring the execution of any new note.
| Promissory Note | Page 2 of 5 | NRL LLC |
11. DRAGNET ACKNOWLEDGMENT
Borrower acknowledges that the collateral securing this Note secures not only the indebtedness evidenced hereby but also all other obligations of Borrower to Lender, whether now existing or hereafter arising, as more fully described in the Loan and Security Agreement.
12. ATTORNEYS' FEES
Borrower shall pay all reasonable attorneys' fees and expenses incurred by Lender in collecting or enforcing this Note.
13. GOVERNING LAW
This Note shall be governed by and construed under the laws of the State of Delaware, without regard to its conflict-of-laws principles.
14. NOTICES
All notices, demands, requests, consents, approvals, waivers and other communications required or permitted under this Note shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, sent by electronic mail, or deposited in the United States mail, postage prepaid, certified or registered mail, return receipt requested. Notices shall be sent to the parties at their respective addresses set forth in the introductory paragraph of this Note and to the email addresses set forth below their signature blocks, or such other address or email address as a party may designate by written notice to the other party. Notices sent by electronic mail shall be deemed received when sent, provided no notice of non-delivery is received by the sender. Notices sent by electronic mail after 5:00 p.m. local time of the recipient shall be deemed given on the next Business Day. “Business Day” as used in this Note means any day other than a Saturday, Sunday, or federal holiday.
[Signature Page follows]
| Promissory Note | Page 3 of 5 | NRL LLC |
IN WITNESS WHEREOF, the parties have entered into this Revolving Promissory Note to be effective as of the Effective Date set forth above.
| BORROWER: | |||
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| alpha-En Corporation | |||
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| By: |
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| Name: Jerome Feldman | |||
| Title: Chief Executive Officer and Chief Financial Officer | |||
| Email: c/o scoutaboutwest@yahoo.com | |||
| LENDER: | |||
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| National Resources Lithium LLC | |||
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| Name: Lynne Ward |
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| Title: President | |||
| Email: lward@nationalresources.com | |||
| Promissory Note | Page 4 of 5 | NRL LLC |
Schedule A
Historical Advances
| Promissory Note | Page 5 of 5 | NRL LLC |
EXHIBIT 10.4
| PATENT SECURITY AGREEMENT |
This PATENT SECURITY AGREEMENT (this “Agreement”) is effective as of August 19, 2026 (the “Effective Date”), by and between:
alpha-En Corporation, a Delaware corporation, with its principal place of business at 200 North Drive, Hopewell Junction, New York 12533 (the “Grantor” or the “Company”); and
National Resources Lithium LLC, a Delaware limited liability company, with a mailing address at 485 West Putnam Avenue, Greenwich, Connecticut 06830 (the “Secured Party”).
Grantor and the Secured Party are referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, Grantor and Secured Party have entered into that certain Loan and Security Agreement dated August 19, 2026 (the "Loan Agreement"), pursuant to which Secured Party has made and may continue to make loans, advances, and other financial accommodations to Grantor;
WHEREAS, Grantor’s obligations under the Loan Agreement and the Revolving Promissory Note dated August 19, 2026 (the "Note"), including all obligations now existing or hereafter arising thereunder, are secured by certain collateral, including the Patent Collateral described in this Agreement;
WHEREAS, Grantor is the owner of the patents and related rights identified on Schedule A attached hereto;
WHEREAS, the Parties desire to provide for and confirm Secured Party's security interest in the patents and related rights and to facilitate perfection and recordation of such security interest with the United States Patent and Trademark Office and other applicable filing offices; and
WHEREAS, the Board of Directors of Grantor has authorized the execution, delivery, and performance of this Agreement and the transactions contemplated hereby.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Definitions
1.1 “UCC” means the Uniform Commercial Code as in effect from time to time in the State of Delaware; provided that if perfection or the effect of perfection or non-perfection of the security interest granted hereunder is governed by the Uniform Commercial Code as in effect in a jurisdiction other than Delaware, “UCC” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions relating to such perfection or effect.
1.2 “Secured Obligations”
1.3 “Patent Collateral” means all right, title, and interest of Grantor, whether now owned or hereafter acquired, in and to all (a) patents and patent rights identified on Schedule A attached hereto, and (b) all other patents, patent applications, inventions, invention disclosures, and related intellectual property rights now owned or hereafter acquired by Grantor, including all reissues, reexaminations, divisions, continuations, continuations-in-part, renewals, extensions, substitutions, foreign counterparts thereof, together with all proceeds and rights related thereto, and all rights to sue for past, present and future infringement thereof, and all claims, causes of action, recoveries, settlements and judgments arising therefrom; provided however, that Patent Collateral does not include any patent, patent application, invention, invention disclosure or related patent rights owned by Landon Oakes individually and not owned by Grantor. Any such asset shall become Patent Collateral upon its assignment to and ownership by Grantor.
2. Grant of Security Interest
As collateral security for the payment and performance of the Secured Obligations, Grantor hereby grants to Secured Party a continuing security interest in and lien upon the Patent Collateral described in Schedule A.
3. Representations and Warranties of Grantor
Grantor represents and warrants to the Secured Party as of the Effective Date that:
(a) Grantor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware;
(b) Grantor is the sole and exclusive owner of the entire right, title, and interest in and to the Patent Collateral, free and clear of all liens, security interests, and encumbrances, except for the security interest granted hereunder and any Permitted Liens as defined in the Loan Agreement ;
(c) the Patents are subsisting, and to Grantor’s knowledge are valid and enforceable, and have not been adjudged invalid or unenforceable;
(d) Grantor has full corporate power and authority to grant the security interest in the Patent Collateral, and the execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action; and
(e) this Agreement constitutes a legal, valid, and binding obligation of Grantor, enforceable against Grantor in accordance with its terms.
4. Covenants
Until the Secured Obligations are paid in full, Grantor shall: (a) maintain the Patents in full force and effect and pay when due all maintenance fees, annuities, and other charges necessary to keep the Patents subsisting; (b) not sell, assign, transfer, license (other than in the ordinary course of business), or grant any further lien or security interest in the Patent Collateral without the prior written consent of the Secured Party; (c) promptly notify the Secured Party of any new patent or patent application filed by or issued to Grantor arising from the same or related technology, whether owned by Grantor or Landon Oakes, and promptly notify the Secured Party of any assignment thereof to Grantor, at which time the patent or patent application shall become part of the Patent Collateral; (d) take all reasonable steps to defend the Patent Collateral against adverse claims and to prosecute infringement where commercially reasonable; (e) execute and deliver such further documents and take such further actions as the Secured Party may reasonably request to create, perfect, and maintain the security interest granted hereunder; and (f) shall not create, incur, assume, or permit any lien or security interest on the Patent Collateral other than Permitted Liens that would be senior to or pari passu with the security interest of Secured Party without Secured Party’s prior written consent.
| Patent Security Agreement | Page 2 of 6 | NRL LLC |
5. Further Assurances; Perfection; Recordation
Grantor authorizes the Secured Party to file one or more UCC-1 financing statements describing the Collateral, and hereby further authorizes the Secured Party to record this Agreement (or a short-form patent security agreement or notice thereof) with the United States Patent and Trademark Office (“USPTO”) and any corresponding foreign registry. Grantor shall reasonably cooperate in the preparation and filing of such short-form agreement and USPTO cover sheet. The Secured Party may complete and file such recordation and financing statements without further signature of Grantor to the extent permitted by applicable law.
6. Events of Default
The occurrence and continuance of an Event of Default under the Loan Agreement shall constitute an Event of Default under this Agreement (“Event of Default”). All determinations regarding the existence, occurrence, waiver, cure or continuance of an Event of Default shall be made in accordance with the Loan Agreement.
7. Remedies
Upon the occurrence and during the continuance of an Event of Default, the Secured Party shall have all rights and remedies of a secured party under the UCC (including under Article 9 thereof) and under applicable law, all of which are cumulative. Without limiting the foregoing, the Secured Party may, to the fullest extent permitted by law, take possession of, sell, assign, license, or otherwise dispose of the Patent Collateral at public or private sale, and apply the proceeds thereof to the Secured Obligations. Grantor agrees that sixty (60) days’ prior written notice of any such disposition constitutes commercially reasonable notice. Grantor shall remain liable for any deficiency.
8. Continuing Security Interest; Termination
This Agreement creates a continuing security interest and shall remain in full force and effect until the Secured Obligations have been indefeasibly paid in full, at which time the security interest shall terminate and the Secured Party shall, at Grantor’s expense, execute and deliver such documents as are reasonably necessary to evidence the release of the Patent Collateral, including a release of the USPTO recordation and such other instruments as may be reasonably necessary to evidence the termination of the Patent Collateral.
9. Relationship to Loan Agreement and Note
This Agreement is supplemental to, and shall be construed together with, the Loan Agreement and the Note. This Agreement is executed for the purpose of evidencing, perfecting and providing notice of the security interest granted in the Patent Collateral pursuant to the Loan Agreement and shall not be construed to expand, limit or otherwise modify the scope of the Patent Collateral or the Secured Obligations. In the event of any conflict between this Agreement and the Loan Agreement regarding the existence, amount, validity, enforceability or scope of the Patent Collateral or the Secured Obligations, the Loan Agreement shall control.
| Patent Security Agreement | Page 3 of 6 | NRL LLC |
10. Governing Law; Jurisdiction
This Agreement, and all matters arising out of or relating to it, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles, except to the extent that the perfection, effect of perfection, or priority of the security interest is governed by the law of another jurisdiction. Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the State of Delaware in respect of any dispute arising hereunder.
11. Miscellaneous
11.1 Notices. Notices shall be in writing and delivered to the addresses set forth above (or such other address as a Party designates in writing) by hand, nationally recognized overnight courier, or email to the address set forth below the signature line with confirmation of receipt.
11.2 Amendments and Waivers. No amendment or waiver of any provision of this Agreement is effective unless in writing and signed by both Parties. No failure or delay in exercising any right operates as a waiver thereof.
11.3 Entire Agreement. This Agreement, together with its Schedules, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior understandings, whether written or oral, relating thereto.
11.4 Successors and Assigns. This Agreement binds and inures to the benefit of the Parties and their respective successors and permitted assigns. Grantor may not assign this Agreement without the Secured Party’s prior written consent.
11.5 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.
11.6 Notices. All notices, demands, requests, consents, approvals, waivers and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, sent by electronic mail, or deposited in the United States mail, postage prepaid, certified or registered mail, return receipt requested. Notices shall be sent to the parties at their respective addresses set forth in the introductory paragraph of this Agreement and to the email addresses set forth below their signature blocks, or such other address or email address as a party may designate by written notice to the other party. Notices sent by electronic mail shall be deemed received when sent, provided no notice of non-delivery is received by the sender. Notices sent by electronic mail after 5:00 p.m. local time of the recipient shall be deemed given on the next Business Day. “Business Day” as used in this Agreement means any day other than a Saturday, Sunday, or federal holiday.
11.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original and all of which together constitute one instrument. Signatures delivered electronically or by PDF are deemed original signatures.
11.8 Related Party Disclosure; Section 144 Authorization.
The Parties acknowledge that this Agreement is a related-party transaction because the Secured Party is a significant stockholder of the Company. The material facts as to the Secured Party’s ownership interest and participation in this transaction, including its substantial ownership position and influence with respect to the Company, were disclosed to the Board of Directors of the Company. The transaction was reviewed and approved in accordance with Section 144 of the Delaware General Corporation Law, and the Board determined that the transactions contemplated by this Agreement are fair to and in the best interests of the Company and its stockholders.
[Signature Page follows]
| Patent Security Agreement | Page 4 of 6 | NRL LLC |
IN WITNESS WHEREOF, the Parties have executed this Patent Security Agreement to be effective as of the Effective Date first written above.
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| alpha-En Corporation | |||
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| Name: Jerome Feldman | |||
| Title: Chief Executive Officer and Chief Financial Officer | |||
| Email: c/o scoutaboutwest@yahoo.com |
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| National Resources Lithium LLC | |||
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| Name: Lynne Ward | |||
| Title: President | |||
| Email: lward@nationalresources.com |
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| Patent Security Agreement | Page 5 of 6 | NRL LLC |
SCHEDULE A
Patent Collateral
All United States patents set forth below, together with all reissues, reexaminations, divisions, continuations, continuations-in-part, extensions, and renewals thereof, and all rights and proceeds associated therewith, all owned by alpha-En Corporation:
| No. | U.S. Patent No. | Title | Application No. | Issue Date |
| 1 | US 8,715,482 B2 | Electrolytic production of lithium metal | 13/172,401 | May 6, 2014 |
| 2 | US 10,177,366 B2 | High purity lithium and associated products and processes | 15/160,013 | Jan. 8, 2019 |
| 3 | US 10,615,403 B2 | High purity lithium and associated products and processes | 15/821,275 | Apr. 7, 2020 |
| 4 | US 11,076,981 B2 | High purity lithium and associated processes | 16/160,522 | Aug. 3, 2021 |
| 5 | US 12,018,397 B2 | System and process for producing lithium | [to be confirmed] | Jun. 25, 2024 |
Note: Application number for U.S. Patent No. 12,018,397 B2 to be confirmed from USPTO records prior to filing the short-form patent security agreement and cover sheet.
| Patent Security Agreement | Page 6 of 6 | NRL LLC |
EXHIBIT 10.5
SETTLEMENT AND RELEASE AGREEMENT
This SETTLEMENT AND RELEASE AGREEMENT (this “Agreement”) is effective as of August 19, 2026 (the “Effective Date”), by and between:
alpha-En Corporation, a Delaware corporation, with its principal place of business at 200 North Drive, Hopewell Junction, New York 12533 (the “Company”); and
Jerome I. Feldman, an individual residing at 149 Ledges Road, Ridgefield, Connecticut 06877 (“Feldman”).
The Company and Feldman are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, from time to time beginning in or about 2008 and continuing thereafter, Feldman advanced his personal funds to, or paid expenses on behalf of, the Company for the purpose of supporting the Company’s operations (collectively, the “Advances”);
WHEREAS, the Parties acknowledge that certain questions may exist concerning the amount, timing, documentation, bookkeeping treatment, accounting treatment, or characterization of certain Advances and related payments.
WHEREAS,between June 2023 and July 2026, the Company made payments to Feldman totaling $173,500, which payments were reflected in the Company's books under various descriptions, including, in certain instances, "professional expense."
WHEREAS, the Parties desire to resolve any uncertainty regarding the Advances and such payments and to establish the total remaining amount payable by the Company to Feldman;
WHEREAS, the Parties wish to compromise, settle, and release any and all claims relating to the Advances and related repayments upon the terms set forth herein; and
WHEREAS, the Board of Directors of the Company has reviewed and approved this Agreement after disclosure of all material facts concerning Feldman's interest in the transaction.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Acknowledgment and Ratification of Advances
The Company acknowledges and confirms that Advances were made for the benefit of the Company. The Parties further acknowledge that complete records concerning the amount, timing, documentation, bookkeeping treatment, accounting treatment, or characterization of all such Advances may not be available or capable of full reconciliation. Notwithstanding any such uncertainty, the Company hereby ratifies and acknowledges the Advances as obligations asserted by Feldman against the Company, and the Parties agree that all rights, claims, obligations, and liabilities relating to the Advances shall be fully and exclusively governed, compromised, and resolved pursuant to the terms of this Agreement. The Parties further acknowledge that they intend that the Advances be treated for accounting and tax purposes as shareholder loans and indebtedness of the Company to Feldman to the extent consistent with applicable law and professional accounting advice. Nothing in this Agreement shall require either Party to take any tax reporting position inconsistent with applicable law or advice received from its accountants or tax advisors.
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Settlement Agreement |
Page 1 of 5 |
J. Feldman |
2. Settlement of Claims Regarding Advances
The Parties acknowledge that uncertainty may exist regarding: (a) the aggregate amount of the Advances; (b) the documentation of particular Advances; (c) the characterization of certain Advances or repayments; and (d) the bookkeeping treatment of certain Company payments.
Without admitting any adverse claim or position, and solely to achieve certainty and final resolution, the Parties agree that all obligations of the Company relating to the Advances shall be determined exclusively in accordance with this Agreement.
3. Agreed Maximum Obligation
The Parties agree that, regardless of the aggregate amount of the Advances, the total amount payable by the Company to Feldman in connection with the Advances shall not exceed Two Hundred Thousand Dollars ($200,000) (the "Settlement Amount"). The Settlement Amount constitutes the maximum amount recoverable by Feldman from the Company with respect to the Advances.
4. Credit for Payments Previously Made
The Parties acknowledge that the Company previously paid Feldman an aggregate of One Hundred Seventy-Three Thousand Five Hundred Dollars ($173,500), as more particularly described in Schedule A. The Parties agree that such payments shall be treated and applied as repayments of the Advances and credited against the Settlement Amount notwithstanding any prior accounting, bookkeeping, tax, payroll, or expense classification. The Parties therefore agree that, as of the Effective Date, the unpaid balance of the Settlement Amount equals Twenty-Six Thousand Five Hundred Dollars ($26,500) (the "Remaining Balance").
5. Forgiveness of Excess Claims
To the extent the aggregate amount of the Advances exceeds the Settlement Amount, Feldman hereby irrevocably waives, releases, forgives, and discharges any right to receive repayment in excess of the Settlement Amount. Upon payment by the Company of the Remaining Balance, Feldman shall have no further right, claim, or entitlement of any kind arising from or relating to the Advances.
6. Payment of Remaining Balance
6.1 Installments. The Company shall repay the Remaining Balance to Feldman in consecutive monthly installments of $5,000 each (or the then-outstanding Remaining Balance, if less), commencing on September 1, 2026, and continuing on or about the same day of each calendar month thereafter until the Remaining Balance has been paid in full.
6.2 Prepayment. The Company may prepay all or any portion of the Remaining Balance at any time without penalty.
6.3 Manner of Payment. Payments shall be made by check, cash, or electronic transfer to Feldman at the address set forth above or as Feldman may otherwise direct in writing.
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Settlement Agreement |
Page 2 of 5 |
J. Feldman |
7. Release Upon Final Payment
Effective automatically upon payment of the Remaining Balance in full, Feldman, for himself and his heirs, representatives, successors, and assigns, irrevocably releases and forever discharges the Company and its present and former directors, officers, employees, stockholders, agents, successors, and assigns from any and all claims, demands, causes of action, liabilities, obligations, debts, accounts, and rights of every nature whatsoever, whether known or unknown, arising out of or relating to: (a) the Advances; (b) any alleged loans to the Company; (c) any alleged capital contributions; (d) expense reimbursements; (e) compensation claims; (f) consulting claims; and (g) any amount allegedly owed by the Company arising before the Effective Date.
8. Company Release
Effective upon payment of the Remaining Balance in full, the Company releases Feldman from any claim that payments reflected on Schedule A constituted unauthorized withdrawals, improper distributions, excessive compensation, or amounts subject to reimbursement to the Company. Nothing herein releases claims for fraud, willful misconduct, or breaches of this Agreement occurring after the Effective Date.
9. Related Party Transaction Approval
The Parties acknowledge that Feldman is a director and stockholder of the Company. The Company represents that: (a) all material facts concerning Feldman's interest in this transaction were disclosed to the Board of Directors; (b) Feldman abstained from any vote concerning approval of this Agreement; and (c) the Agreement was approved by the disinterested director(s) of the Company in accordance with Section 144 of the Delaware General Corporation Law.
10. Representations
Each Party represents that: (a) it has full power and authority to enter into and perform this Agreement; (b) it has had the opportunity to consult legal, accounting, and tax advisors; (c) it enters into this Agreement voluntarily; and (d) this Agreement constitutes a valid, and binding obligation enforceable in accordance with its terms.
11. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles.
12. Miscellaneous
12.1 Entire Agreement. This Agreement, together with its Schedule A, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral, relating thereto.
12.2 Amendments; Waivers. No amendment or waiver of any provision of this Agreement is effective unless in writing and signed by both Parties.
12.3 Successors. This Agreement binds and inures to the benefit of the Parties and their respective heirs, executors, administrators, successors, and permitted assigns.
12.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
12.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including by electronic or PDF signature), each of which is deemed an original and all of which together constitute one instrument.
[Signature Page follows]
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Settlement Agreement |
Page 3 of 5 |
J. Feldman |
IN WITNESS WHEREOF, the Parties have executed this Loan and Repayment Agreement to be effective as of the Effective Date first written above.
COMPANY:
alpha-En Corporation, a Delaware corporation
Name: Lawrence (Larry) Swonger
Title: Director, duly authorized by the Board of Directors
JEROME FELDMAN:
Jerome Feldman
In his individual capacity
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Settlement Agreement |
Page 4 of 5 |
J. Feldman |
SCHEDULE A
Prior Payments Credited Against Settlement Amount
Total Payments Previously Made: $173,500
Amount Credited Against Settlement Amount: $173,500
Remaining Balance: $26,500
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Settlement Agreement |
Page 5 of 5 |
J. Feldman |
EXHIBIT 14.1
alpha-En Corporation
Code of Ethics
1.0 Regulatory Basis
Pursuant to 17 C.F.R. § 229.406, promulgated by the Securities and Exchange Commission to implement section 406 of the Sarbanes-Oxley Act of 2002, a company subject to reporting requirements under the Securities Exchange Act of 1934 must divulge if it has adopted a written code of ethics applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and a of ethics code has not been adopted, explain why.
In addition, pursuant to Nasdaq Marketplace Rule 4350, companies with securities listed on the Nasdaq Stock Market must adopt a code of conduct that applies to all directors, officers and employees.
alpha-En (the Company) believes that this Code of Ethics is intended to discourage misconduct and to encourage the purposes set forth in 17 C.F.R. § 229.406. In accordance with Nasdaq Marketplace Rule 4350, the Company also believes that this Code of Ethics encourages an atmosphere of self-awareness and prudent conduct by promoting and protecting the reporting of questionable behavior. As used herein, "Company" means alpha-En Corporation.
2.0 Scope
This Code of Ethics applies to all directors, officers, consultants, and employees of the Company.
3.0 Purpose
The Company is proud of the values with which it conducts business. It has and will continue to uphold business ethics and personal integrity of the utmost quality in all types of transactions and interactions. To this end, the Company's Code of Ethics serves to (1) stress the Company's commitment to ethics and compliance with the law; (2) present the Company's basic standards of ethical and legal behavior for its directors, officers and employees; (3) elaborate reporting mechanisms for known or suspected ethical or legal violations and for other questionable behavior; and (4) deter and detect misconduct.
Considering the range and complexity of ethical questions that may arise during the course of the Company's business, this Code of Ethics serves only as a rough guide. Confronted with ethically ambiguous situations, all directors, officers and employees should remember the Company's commitment to the highest ethical standards and seek independent advice, where necessary, to ensure that all actions they take on behalf of the Company honor this commitment.
4.0 Ethical Standards
Directors, officers and employees shall behave honestly and ethically at all times and with all people. They shall act in good faith, with due care, and shall engage only in fair and open competition, by treating competitors, suppliers, customers and colleagues, ethically. They shall not misrepresent facts or engage in illegal, unethical, or anti-competitive practices for personal or professional gain. Bribes, kickbacks or substantial gifts may not be offered or accepted either directly or indirectly by a director, officer, or employee.
This fundamental standard of honest and ethical conduct includes the handling of conflicts of interest. All directors, officers and employees shall avoid any actual, potential, or apparent conflicts of interest with the Company and any personal activities, investments or associations that might give rise to such conflicts. They shall not use the Company for personal gain, self-deal, compete with the Company or take advantage of corporate opportunities other than on behalf of the Company. They shall act on behalf of the Company free from improper influence or the appearance of improper influence on their judgment or performance of duties. For example, there is likely a conflict of interest if a director, officer or employee causes the Company to engage in business transactions with relatives or friends; receives loans or guarantees of obligations from the Company (or a third party because of his or her relationship to the Company); has more than a modest financial interest in the Company's competitors, suppliers, or customers; or uses non-public information for personal gain or for gain by relatives or friends.
If a director, officer or employee involved in a particular decision has a relationship, business, financial, or otherwise, with a competitor, supplier, customer, candidate for employment or other person, that might impair or appear to impair his or her independence in making that decision, he or she shall disclose such relationship to the Chairman of the Board. No business relationship qualified as a “related party transaction” may take place where directors, officers or employees use their position to secure financial gain for related parties inconsistent with standard compensation received by non-related parties. No action may be taken with respect to the transaction or party, giving rise to the actual, potential or apparent conflict unless and until the Chairman of the Board has approved such action.
4.1 Timely and Truthful Disclosure
Documents, reports, and communications filed with or submitted to the Securities and Exchange Commission and other regulators, and in other public communications made by the Company, the Company's directors, officers and employees involved in the preparation of such reports, documents and communications shall release all information fully, fairly, accurately, timely and in an understandable way. Such disclosures shall contain thoroughly and accurately reported financial and accounting data. Directors, officers or employees shall not intentionally conceal or falsify information, misrepresent material facts or overlook material facts necessary to avoid misleading the Company's independent public auditor or the public.
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4.2 Legal Compliance
All directors, officers and employees shall act in compliance with applicable governmental laws, rules and regulations at all levels of government in the United States and in any non-U.S. jurisdiction in which the Company does business in performing the business of the Company. If a director, officer or employee is uncertain whether a specific act would infringe an applicable law, rule, or regulation, he or she should seek the advice of the Company's outside counsel before undertaking it. It is illegal to trade in the Company's securities while in possession of material, non-public information, and it is also illegal to communicate or "tip" such information to others.
4.3 Confidentiality
The Company's directors, officers and employees shall take all practical steps to safeguard the confidentiality of non-public information about the Company and its customers and to prevent the unauthorized disclosure of such information unless required by applicable law or regulation or legal or regulatory process.
5.0 Violations of Ethical Standards
5.1 Reporting Known or Suspected Violations
The Company's directors and executive officers shall immediately report any known or suspected violations of this Code of Ethics and any other questionable behavior to the Chairman of the Board of Directors. All other officers and employees are encouraged to send a report of a known or suspected violation or of any questionable behavior (anonymously, if desired) to Jerome I. Feldman, Chairman of the alpha-En Corporation Board of Directors and CEO, at 120 White Plains Rd., Suite 425, Tarrytown, NY 10591. The associated telephone hotline to make reports is 914 418 2000. No retaliatory action of any kind will be permitted against anyone making such a report, and the Board of Directors will strictly enforce this exclusion.
Upon knowledge of any unethical business conduct, or dishonest or illegal acts, the Board of Directors shall properly investigate the report and provide feedback to the reporting party (unless such party is anonymous) as to the result of its investigation.
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5.2 Accountability for Adherence
If the Board of Directors determines that this Code of Ethics has been violated directly or by failure to report a violation, withholding information related to a violation or taking prohibited retaliatory action against someone who reported questionable behavior, it may discipline the offending director, officer or employee for non-compliance with penalties up to and including removal from office or dismissal. Such penalties may include, depending upon the severity of the infraction, oral or written reprimands, the withholding of bonuses, the deduction of some or all of the person's earned units in the Company's Deferred Management Compensation Plan, the forfeiture of director stipends, removal from committees of the Board of Directors and, if warranted, termination. In addition, violations may result in criminal penalties and/or civil liabilities for the offending director, officer or employee and/or the Company.
6.0 Waivers
The Company's Board of Directors, in its discretion, may grant a waiver of a provision of this Code of Ethics to any director, officer or employee. If the waiver is granted for a director or executive officer, a current report on Form 8-K must be filed with the Securities and Exchange Commission in accordance with the applicable rules and regulations of the Commission and Nasdaq.
Revised and Approved by the Board of Directors: March 10, 2015
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EXHIBIT 19.1
ALPHA-EN CORPORATION
INSIDER TRADING AND DISCLOSURE POLICY
ADOPTED MAY 31, 2018, 2018
This document sets forth the policy (the “Policy”) regarding trading in the stock and other securities of ALPHA-EN CORPORATION, a Delaware corporation (the “Company”), and, where applicable, the disclosure of such transactions. All references to the “Company” in the document include any subsidiaries, branches, or divisions of the Company. The Policy is to be delivered to all employees, directors, officers and consultants upon the commencement of their relationships with the Company, and is to be circulated to all personnel at least annually. The Company’s Board of Directors shall oversee the implementation and enforcement of the Policy.
Applicability
This Policy applies to all officers and employees of the Company, all members of the Company’s Board of Directors, and any consultants, advisors, and contractors to the Company that the Company designates, as well as members of the immediate families and households of these persons. The Policy also applies to family trusts (or similar entities) controlled by or benefiting individuals subject to the Policy. :
General Statement
Nonpublic information relating to the Company or its business is the property of the Company. The Company prohibits the unauthorized disclosure of any such nonpublic information acquired in the work-place or otherwise as a result of an individual’s employment or other relationship with the Company, as well as the misuse of any material nonpublic information about the Company or its business in securities trading.
Insider Trading Compliance Officer
The Company has appointed Jerome Feldman, the Chief Financial Officer, (or his designee), as the Company’s current Insider Trading Compliance Officer (the “Compliance Officer”). The Compliance Officer is authorized to designate one or more persons to assist in administering this Policy. Please direct your questions as to any of the matters discussed in this Policy to Jerome Feldman. The Duties of the Compliance Officer are attached hereto as Annex 1.
General Policies
The following are the general rules of the Company’s Insider Trading Policy that apply to all Company officers, employees, directors, and consultants. It is very important that you understand and follow these rules. If you violate them, you may be subject to disciplinary action by the Company (including termination of your employment for cause). You could also be in violation of applicable securities laws (and subject to civil and criminal penalties, including fines and imprisonment). Note that it is your individual responsibility to comply with the laws against insider trading. This Policy is intended to assist you in complying with these laws, but you must always exercise appropriate judgment in connection with any trade in the Company’s securities.
The terms “black-out period,” “immediate family,” “material information,” “nonpublic information” and “trading window” are defined below.
Officers, directors and other personnel designated by the Company from time to time are subject to certain additional policies and restrictions. See “Additional Policies and Restrictions Applicable to Officers, Directors and Others Specified by the Company” on page 6.
1. Do not trade during black-out periods. The Company prohibits all employees, officers, consultants, executive officers and members of the Board of Directors from trading during black-out periods (whether regularly scheduled black-out periods, or special black-out periods implemented from time to time). It is your responsibility to know when the Company’s regular quarterly black-out periods begin (you will be notified when they end). If you are informed that the Company has implemented a special black-out period, you may not disclose the fact that trading has been suspended to anyone, including family members (other than those subject to this Policy who would be prohibited from trading because you are), friends or brokers. You should treat the imposition of a special black-out period as material nonpublic information.
Remember to cancel any “limit” orders or other pending trading orders you have in place during a black-out period (unless the orders were made pursuant to an approved Rule 10b5-1(c) trading program).
2. Do not trade while in possession of material nonpublic information. From time to time you may come into possession of material nonpublic information as a result of your relationship with the Company. You may not buy, sell or trade in any stock of the Company or other securities involving the Company’s stock at any time while you possess material nonpublic information concerning the Company (whether during a “black-out period” or at any other time). You must wait to trade until newly released material information has been public for at least two full trading days (a trading day is a day on which the stock market is open).
3. Pre-clear trades involving Company securities. If you are unsure about whether information you possess would qualify as material nonpublic information and whether you therefore should refrain from trading in the Company’s securities, you should pre-clear any transactions involving Company securities that you intend to engage in with the Compliance Officer.
4. Do not give nonpublic information to others. Do not give nonpublic information concerning the Company (commonly referred to as “tipping”) to any other person, including family members, and do not make recommendations or express opinions about trading in the Company’s securities under any circumstances.
5. Do not discuss Company information with the press, analysts or other persons outside of the Company. Announcements of Company information are regulated by Company policy (separate from this Policy) and may only be made by persons specifically authorized by the Company to make such announcements. Laws and regulations govern the nature and timing of such announcements to outsiders or the public and unauthorized disclosure could result in substantial liability for you, the Company and its management. If you receive inquiries by any third party about Company information, you should notify the Compliance Officer immediately. In order to protect against inadvertent exposure of nonpublic information, all visitors to the Company’s headquarters shall be required to execute a non-disclosure agreement, unless the Compliance Officer, in his or her discretion, determines that such an agreement is not reasonably necessary.
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6. Do not participate in Internet “chat rooms” or social media sites in which the Company is discussed. You may not participate in on-line dialogues (or similar activities) involving the Company, its business, or its securities.
7. Do not use nonpublic information to trade in other companies’ securities. Do not trade in the securities of the Company’s customers, vendors, suppliers or other business partners when you have nonpublic information concerning the Company or these business partners that you obtained in the course of your relationship with the Company and that would give you an advantage in trading.
8. Do not engage in speculative transactions involving the Company’s securities. Do not engage in any transactions that suggest you are speculating in the Company’s securities (that is, that you are trying to profit in short-term movements, either increases or decreases, in the trading price). You may not engage in any short sale, “sale against the box” or any equivalent transaction involving the Company’s securities (or the securities of any of the Company’s business partners in any of the situations described above). A short sale involves selling shares that you do not own at a specified price with the expectation that the price will go down so you can buy the shares at a lower price before you have to deliver them.
Note that many hedging transactions, such as “cashless” collars, forward sales, equity swaps and other similar or related arrangements may indirectly involve a short sale. The Company prohibits you from engaging in such transactions. In addition, if you are trading in Company securities pursuant to a “blind trust” or a Rule 10b5-1(c) trading program (see “Exceptions for Blind Trusts and Pre-Arranged Trading Programs” below), there may be additional restrictions on your ability to engage in a hedging transaction.
In addition, the Company recommends that you not hold margin accounts or pledge your Company securities to secure a loan to you and that you not purchase Company securities “on margin” (that is, borrow funds to purchase securities, including in connection with exercising any Company stock options).
9. Make sure your family members and persons controlling family trusts (and similar entities) do not violate this Policy. For purposes of this Policy, any transactions involving Company securities in which members of your immediate family engage, or by family trusts, partnerships, foundations and similar entities over which you or members of your immediate family have control, or whose assets are held for the benefit of you or your immediate family, are the same as transactions by you. You are responsible for making sure that such persons and entities do not engage in any transaction that would violate this Policy if you engaged in the transaction directly.
(Certain family trusts and other entities of this type having an independent, professional trustee who makes investment decisions on behalf of the entity, and with whom you do not share Company information, may be eligible for an exemption from this rule. Please contact the Compliance Officer if you have questions regarding this exception. You should assume that this exception is not available unless you have first obtained the approval of the Compliance Officer.)
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Exceptions to the General Policies
The following exceptions to the general insider trading policies apply:
1. Exceptions for Purchases Under Employee Option Plans
The exercise (without a sale) of options under the Company’s option plans are exempt from this Policy, since the other party to the transaction is the Company itself and the price does not vary with the market but is fixed by the terms of the option agreement.
But, any subsequent sale of shares acquired under a Company option plan is subject to this Policy.
2. Exceptions for Blind Trusts and Pre-Arranged Trading Programs
Rule 10b5-1(c) of the Securities Exchange Act of 1934, as amended, provides an affirmative defense against insider trading liability under federal securities laws for a transaction done pursuant to “blind trusts” (generally, trusts or other arrangements in which investment control has been completely delegated to a third party, such as an institutional or professional trustee) or pursuant to a written plan, or a binding contract or instruction, entered into in good faith at a time when the insider was not aware of material nonpublic information, even though the transaction in question may occur at a time when the person is aware of material nonpublic information. The Company may, in appropriate circumstances, permit transactions pursuant to a blind trust or a pre-arranged trading program that complies with Rule 10b5-1 to take place during periods in which the individual entering into the transaction may have material nonpublic information or during black-out periods.
If you wish to enter into a blind trust arrangement or a pre-arranged trading program, you must notify the Compliance Officer. The Compliance Officer will review proposed arrangements to determine whether they will or may result in transactions taking place during periods in which you may be in possession of material nonpublic information. The Company reserves the right to bar any transactions in Company securities, even those pursuant to arrangements previously approved, if the Company determines that such a bar is in the best interests of the Company.
3. Exceptions for Emergency, Hardship or Other Special Circumstances
In order to respond to emergency, hardship or other special circumstances, exceptions to the prohibition against trading during black-out periods will require the approval of the Compliance Officer or the Chief Financial Officer.
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Application of Policy After Employment Terminates
If your employment terminates at a time when you have or think you may have material nonpublic information about the Company or its business partners, the prohibition on trading on such information continues until such information is absorbed by the market following public announcement of it by the Company or another authorized party, or until such time as the information is no longer material. If you have questions as to whether you possess material nonpublic information after you have left the employ of the Company, you should direct questions to the Compliance Officer. If your employment terminates during a black-out period you will continue to be subject to the Policy, and specifically to the ongoing prohibition against trading, until the black-out period ends.
Potential Criminal and Civil Liability and/or Disciplinary Action
The penalties for “insider trading” include civil fines of up to three times the profit gained or loss avoided, and criminal fines of up to $5,000,000 and up to twenty years in jail for each violation. You can also be liable for improper transactions by any person to whom you have disclosed nonpublic information or made recommendations on the basis of such information as to trading in the Company’s securities (“tippee liability”). The SEC has imposed large penalties even when the disclosing person did not profit from the trading. The SEC, the securities exchanges and the Financial Industry Regulatory Authority (FINRA) use sophisticated electronic surveillance techniques to uncover insider trading. Employees of the Company who violate this Policy shall also be subject to disciplinary action by the Company, which may include ineligibility for future participation in the Company’s equity incentive plans or termination of employment for cause.
Definitions Used in this Policy
1. Black-Out Period. During the end of each fiscal quarter and until public disclosure of the financial results for that quarter, persons subject to this Policy may possess material nonpublic information about the expected financial results for the quarter. Even if you do not actually possess any such information, any trades by you during that period may give the appearance that you are trading on inside information. Accordingly, the Company has designated a regularly scheduled quarterly “black-out period” on trading beginning with the fifteenth day of the last month of each quarter and ending at the close of the second full trading day (day on which the stock market is open) after disclosure of the quarter’s financial results.
In addition to the regularly-scheduled black-out periods, the Company may from time to time designate other periods of time as a special black-out period (for example, if'there is some development with the Company’s business that merits a suspension of trading by Company personnel). The Company may not widely announce the commencement of a special black-out period, as that information can itself be sensitive information. For this reason, it is extremely important that you adhere to the pre-clearance procedures outlined in this Policy to ensure that you do not trade during any special black-out period.
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2. Immediate Family. The following persons are considered members of your “immediate family”: your spouse, parents, grandparents, children, grandchildren and siblings, including any such relationship that arises through marriage or by adoption. It also includes members of your household, whether or not they are related to you.
3. Material Information. It is not possible to define all categories of “material” information, but information should be regarded as material if it is likely that it would be considered important to an investor in making an investment decision regarding purchase or sale of the Company’s securities.
While it may be difficult to determine whether particular information is material or not, there are some categories of information that are particularly sensitive and that should almost always be considered material. Examples include: financial results and projections (especially to the extent the Company’s own expectations regarding its future financial results differ from analysts’ expectations), news of a merger or acquisition, gain or loss of a major customer or supplier, major product announcements, changes in senior management, a change in the Company’s accountants or accounting policies, or any major problems or successes of the business. Either positive or negative information may be material. If you have any questions regarding whether information you possess is material or not, you should contact the Compliance Officer.
4. Nonpublic Information. Information about the Company is considered to be “nonpublic” if it is known within the Company but not yet disclosed to the general public. The Company generally discloses information to the public either via press release or in the regular quarterly and annual reports that the Company is required to file with the SEC. Information is considered “public” only after it has been publicly available, through press release or otherwise, for at least forty-eight hours. If you have any questions regarding whether any information you possess is nonpublic or has been publicly disclosed, you should contact the Compliance Officer.
5. Trading Window. The period outside a black-out period is referred to as the “trading window.” Trading windows that occur between the regularly-scheduled quarterly black-out periods can be “closed” by the imposition of a special black-out period if there are developments meriting a suspension of trading by Company personnel.
Questions
Please direct questions you have regarding this Policy and any transactions in Company securities to the Compliance Officer.
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Additional Policies and Restrictions Applicable to Officers,
Directors and Others Specified by the Company
The following additional policies and restrictions (the “Additional Policies”) apply to executive officers, directors and certain other officers, employees and consultants of the Company, as designated from time to time by the Compliance Officer. If you violate these rules, you may be subject to disciplinary action by the Company (including termination of your employment for cause). In addition, you could be in violation of applicable securities laws (and subject to civil and criminal penalties, including fines and imprisonment). Note that it is your individual responsibility to comply with the laws against insider trading. This Policy is intended to assist you in complying with these laws, but you must always exercise appropriate judgment in connection with any trade in the Company’s securities.
Persons subject to these Additional Policies are also subject to the general policies described in the preceding section (with the more restrictive policy applying in any case where there is a conflict).
The terms “black-out period,” “immediate family,” “material information,” “nonpublic information,” and “trading window” were defined above.
1. You must pre-clear all trades involving the Company’s securities. All executive officers, members of the Board of Directors, and certain other officers, employees, and consultants designated by the Company, must refrain from trading in the Company’s securities, even during an open trading window, unless they first comply with the Company’s pre-clearance procedures. To pre-clear a transaction, you must get the approval of the Compliance Officer before you enter into the transaction. In pre-clearing a trade, and in addition to reviewing the substance of the proposed trade, the Compliance Officer may consider whether it will be possible for both the individual and the Company to comply with any applicable public reporting requirements. You should contact the Compliance Officer at least 3 days before you intend to engage in any transaction to allow enough time for pre-clearance procedures.
You are required to pre-clear all transactions involving Company securities if you are listed on Attachment A to this Policy. If you are added to the list of persons subject to the Company’s mandatory pre-clearance policy, you will be notified by the Compliance Officer.
2. You must pre-clear any margin transactions involving Company securities. If you are listed on Attachment A, you may not enter into any margin transaction involving Company securities unless you have first pre-cleared it with the Compliance Officer. The Compliance Officer will review proposed margin transactions in light of guidelines (including public reporting guidelines) that he or she from time to time establishes with input from the Board of Directors, if appropriate.
3. Do not engage in hedging or derivative transactions involving Company securities. If you are listed on Attachment A, you may not engage in hedging or derivative transactions, such as “cashless” collars, forward contracts, equity swaps or other similar or related transactions.
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4. Observe the Section 16 liability rules applicable to officers and Board members and 10% stockholders. Certain officers of the Company, members of the Company’s Board of Directors and 10% stockholders must also conduct their transactions in Company securities in a manner designed to comply with the “‘short-swing” trading rules of Section 16(b) of the Securities Exchange Act of 1934, as amended. The Board of Directors has determined those persons who are “executive officers” and who are thus, along with the members of the Board of Directors (collectively, the “Section 16 Individuals”). As of the date hereof, the Section 16 Individuals are those listed on Attachment B to the Policy. The Board of Directors will from time to time as appropriate amend such determination to reflect the election of new officers or directors, any change in function of current officers, and the resignation or departure of current officers or directors.
The practical effect of these provisions is that officers and directors who purchase and sell, or sell and purchase, Company securities within a six-month period must disgorge all profits to the Company whether or not they had any nonpublic information at the time of the transactions.
5. Comply with public securities law reporting requirements. Federal securities laws require that officers, directors, large stockholders, and affiliates of the Company publicly report transactions in Company securities (on Forms 3, 4, and 5 under Section 16, Form 144 with respect to restricted and control securities, and, in certain cases, Schedules 13D and 13G). The Company takes these reporting requirements very seriously and requires that all persons subject to public reporting of Company securities transactions adhere to the rules applicable to these forms. Where issues arise as to whether reporting is technically required (particularly issues that turn on facts specific to the transaction and the individuals involved, or on unsettled issues of law), the Company encourages its insiders to choose to comply with the spirit and not the letter of the law—in other words, to err on the side of fully and promptly reporting the transaction even if not technically required to do so.
In addition, where the Company is required to report transactions by individuals, the Company expects full and timely cooperation by the individual.
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INSIDER TRADING POLICY
ACKNOWLEDGMENT
I certify that I have read, understand and agree to comply with the ALPHA-EN Corporation Insider Trading and Disclosure Policy. I agree that I will be subject to sanctions imposed by the Company, in its discretion, for violation of the Policy, and that the Company may give stop-transfer and other instructions to the Company’s transfer agent against the transfer of Company securities as necessary to ensure compliance with the Policy. I acknowledge that one of the sanctions to which I may be subject as a result of violating the Company’s policy is termination of my employment including termination for cause.
| Date: _____________________________ | Signature: |
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ATTACHMENT A
ALPHA-EN CORPORATION
PERSONS DESIGNATED BY THE COMPANY AS SUBJECT TO THE PRE-CLEARANCE PROCEDURES OF THE INSIDER TRADING POLICY
AS OF OCTOBER 8, 2026
| Name |
| Title or capacity |
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| Jerome Feldman |
| Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors |
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| Lawrence Swonger |
| Director |
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| Landon Oakes |
| Chief Technology Officer |
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| Carolyna Pany |
| Laboratory Technician |
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| Chris Chiera |
| Battery Engineer |
ATTACHMENT B
ALPHA-EN CORPORATION
PERSONS SUBJECT TO SECTION 16
AS OF OCTOBER 8, 2026
| Name |
| Title or capacity |
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| Jerome Feldman |
| Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors |
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| Lawrence Swonger |
| Director |
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| Landon Oakes |
| Chief Technology Officer |
ANNEX 1
Duties of Compliance Officer.
The duties of the Compliance Officer include, but are not be limited to, the following:
A. Pre-clearing all transactions involving the Company’s securities by the persons listed on Attachment A to the Policy, in order to determine compliance with the Policy, insider trading laws, Section 16 of the Securities Exchange Act of 1934, as amended, Rule 144 promulgated under the Securities Act of 1933, as amended, and other applicable securities laws, as adopted and amended from time to time.
B. Assisting in the preparation and filing of Section 16 reports (Forms 3, 4 and 5) for all Section 16 Individuals, and other applicable reports (whether filed by the Company or the individual), including providing memoranda and other appropriate materials to its officers and directors regarding compliance with Section 16, its related rules and other applicable disclosure tules.
C. Serving as the designated recipient at the Company of copies of reports filed with the SEC by Section 16 Individuals under Section 16 of the Securities Exchange Act of 1934, as amended, and other reports required by applicable disclosure rules.
D. Mailing periodic reminders to all Section 16 Individuals and other individuals subject to disclosure rules regarding their obligations to report or to assist the Company in complying with its reporting obligations.
E. Establishing procedures designed to ensure that the Company will be in a position to comply with any securities law disclosure rules, either currently in force or that may be adopted in the future, that apply to the Company and relate to insider transactions involving Company securities. The procedures may include requiring an insider to notify the Compliance Officer sufficiently in advance of engaging in a transaction both to allow pre-clearance of the transaction for purposes of the Policy and to prepare any reports the Company is required to file, and requiring an insider to make available to the Company all information necessary for the Company to comply with applicable disclosure rules.
F. Performing periodic cross-checks of available materials, which may include Forms 3, 4 and 5, Form 144, officers and directors questionnaires and reports received from the Company’s stock administrator and transfer agent, to determine trading activity by officers, directors and others who have, or may have, access to material nonpublic information.
G. Circulating the Policy (or a summary of the Policy) to all employees and consultants of the Company, on an appropriate periodic basis (but not less than annually), and providing the Policy and other appropriate materials to new employees and consultants, and otherwise ensuring that appropriate education of affected individuals is accomplished.
H. Obtaining a signed acknowledgment of receipt of the Policy from individuals subject to it on an annual basis.
I. Providing periodic reports on ongoing compliance matters, including any disciplinary actions, regarding the Policy to the Audit Committee, or the full’ Board of Directors, if requested, on a quarterly basis and otherwise assisting the Company’s Audit Committee and Board of Directors in implementation of the Policy.
EXHIBIT 31.1
CERTIFICATION
I, Jerome Feldman, certify that:
| 1. | I have reviewed this annual report on Form 10-K of Alpha-En Corporation; |
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| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
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| 4. | The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
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| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| (c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| (d) | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
| 5. | The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
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| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
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| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
Date: October 9, 2026
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| By: | /s/ Jerome Feldman |
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| Jerome Feldman Chief Executive Officer |
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EXHIBIT 31.2
CERTIFICATION
I, Jerome Feldman, certify that:
| 1. | I have reviewed this annual report on Form 10-K of Alpha-En Corporation; |
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| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
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| 4. | The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
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| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| (c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| (d) | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
| 5. | The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
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| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
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| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
Date: October 9, 2026
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| By: | /s/ Jerome Feldman |
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| Jerome Feldman Chief Financial Officer |
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EXHIBIT 32.1
CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Jerome Feldman, certify, as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Alpha-En Corporation on Form 10-K for the fiscal years ended December 31, 2025, 2024 and 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-K fairly presents in all material respects the financial condition and results of operations of Alpha-En Corporation at the dates and for the periods indicated.
Date: October 9, 2026
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| By: | /s/ Jerome Feldman |
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| Jerome Feldman Chief Executive Officer and Chief Financial Officer |
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A signed original of this written statement required by Section 906 has been provided to Alpha-En Corporation and will be retained by Alpha-En Corporation and furnished to the Securities and Exchange Commission or its staff upon request.