SolarMax Technology, Inc 10-K for FY2025
SolarMax Technology, Inc. (SMXT)
About this 10-K
SolarMax Technology, Inc filed this 10-K on April 6, 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.
- Revenue
- $90.98M
- up 295.8% from $22.99M a year earlier
- Net loss
- $6.33M
- compared with a net loss of $34.96M a year earlier
- Diluted EPS
- -$0.13
- compared with -$0.79 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number
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(Exact name of registrant as specified in its charter) |
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Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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Securities registered pursuant to section 12(g) of the Act: None
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.
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).
Indicate by check mark whether 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 | ☐ |
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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 Act). Yes
State the aggregate market value of the voting and non-voting common equity held by nonaffiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes ☐ No ☐
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
The number of the registrant’s common stock outstanding as of March 31, 2026 was
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any annual report filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None.
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CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the reasons described in "Item 1A. Risk Factors,” "Item 7. Management Discussion and Analysis of Financial Condition and Result of Operations,” and "Item 1. Business” sections of this annual report. In some cases, you can identify these forward-looking statements by terms such as "anticipate,” "believe,” "continue,” "could,” "depends,” "estimate,” "expects,” "intend,” "may,” "ongoing,” "plan,” "potential,” "predict,” "project,” "should,” "will,” "would” or the negative of those terms or other similar expressions, although not all forward-looking statements contain those words.
Our operations and business prospects are always subject to risks and uncertainties including, among others:
| · | Our ability to obtain any financing we may require; |
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| · | Our ability to pay or finance our existing secured debt, including secured debt to related parties of $10.5 million, of which $5.5 million is current, and the convertible notes issued to the partners of the related parties pursuant to the EB-5 immigration regulations of approximately $15.2 million, of which we are in default with respect to convertible notes in the principal amount of $14.3 million, the potential market impact of any refinancing of the convertible notes or of our failure to pay or refinance these convertible notes, and the willingness of the limited partners of the related parties to accept future convertible notes in payment of their capital contribution in view of both our defaults on the existing convertible notes that were issued in respect of the capital contributions of other limited members and our low stock price; |
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| · | The effect of both our default on $14.3 million principal amount, as of December 31, 2025, of EB-5 convertible notes, and of our failure to disclose the defaults in our financial statements for the years ended December 31, 2023 and 2024 and our quarterly filings, including the possible action by the noteholders in seeking payment of the principal and interest at the default interest rate of 12%, and any actions by purchasers of our common stock and others; |
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| · | The failure to disclose the default in our prior financial statements constitutes a significant deficiency in our internal controls over financial statements presentation and disclosure which was remediated as of December 31, 2025. Although such significant deficiency does not constitute a material weakness in our internal controls, it may have an adverse impact on the market price of, and the market for, our common stock. |
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| · | Our ability to enter into agreements for the construction of commercial solar installation as well as solar farms in China and to price such agreements in a manner to enable us to make a profit on the transaction; |
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| · | The effect of our common stock price continuing to have a closing stock price of less than $1.00, in view of our having received notice from Nasdaq that we are not in compliance with the continued listing requirements that we maintain a closing bid price of at least $1.00, and if the closing bid price of our stock remains below $1.00, whether we will obtain stockholder approval for a reverse stock split, and the market price of and the market for our common stock if we effect a reverse split; |
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| · | Our ability to develop our commercial and industrial solar based battery energy storage systems (“BESS”) pursuant to which we perform engineering, procurement and construction (“EPC”) services with respect to the projects and our ability to price our systems at a price which enables us to generate a profit; |
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| · | The effect of inflation generally and the additional inflationary pressures resulting from the War against Iran and the actions taken by Iran in response, including the effect of such inflationary pressures on our EPC services under our BESS contracts which provide for a fixed price with no assurance that we will be able to obtain any price increases to offset any increased prices we may incur as a result of such inflationary pressure which may impact our ability to generate a profit from these services; |
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| · | Our ability to collect the remaining $1.0 million receivable from State Power Investment Corporation Guizhou Jinyuan Weining Energy Co., Ltd (“SPIC”), which is a large state-owned enterprise under the administration of the Chinese government and which was the sole source of revenue for our China segment from mid-2019 through 2021,which receivable relates to services performed prior to 2022; |
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| · | If we seek to develop business in China, whether we will generate any revenue from SPIC, and whether we will be able to attract new clients’ solar projects in China, failing which we may need to discontinue our China operations; |
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| · | The availability of tax incentives and other benefits sufficient to justify a customer’s purchase of a solar system and the continuation of state government policies that encourage renewable energy such as solar with federal government terminating incentives for renewable energy; |
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| · | Delays in our ability to purchase solar panels, batteries, and other raw materials for our EPC contracts, particularly our large-scale EPC contracts and our residential systems; |
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| · | The effects of tariffs and changes in trade policy on components for solar and LED systems; |
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| · | Our ability to comply with present and future laws and regulations of China if we seek to engage in business or have assets in China; |
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| · | The ability of the solar user to sell excess power to local utility companies on reasonable terms, including the effect of the adoption by California of NEM 3.0 net metering laws on the market for residential solar systems in California; |
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| · | Assumptions regarding the size of the available market, benefits of our products, product pricing, timing of product installations; |
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| · | Our ability to implement an effective financing program with third party leasing companies that enable us to generate revenue from customers who desire to finance their purchase of a system from us; |
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| · | Our dependence upon our chief executive officer; |
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| · | Competition with both local utility companies and other companies offering electricity service as well as other solar energy companies; |
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| · | The effect of changes in climate and weather patterns in the areas we serve, including the effects of increased wildfires and floods in California; |
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| · | The effect that changes of government regulations affecting fossil fuel and renewable energy and trade and tariff policies have on the solar power industry; |
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| · | Our ability to engage and retain qualified executive and management personnel as we seek to expand our operations in the United States and if we seek to recommence our operations in China; |
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| · | Our ability to reduce our costs and expenses; |
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| · | Our ability to operate profitably; |
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| · | The effect of prices of raw materials, including solar panels, batteries, and our ability to source raw materials at reasonable prices and the effect on our costs of inflationary pressure and supply chain issues which may increase our cost without being able to pass on the increased cost to customers; |
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| · | Our compliance with all applicable regulations; |
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| · | Our ability to install systems in a timely manner; |
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| · | Our ability to develop and maintain an effective system of disclosure controls and internal control over financial reporting, and our ability to produce timely and accurate financial statements and comply with applicable regulations; |
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| · | Our ability to operate without infringing the intellectual property rights of others; |
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| · | Our ability to comply with applicable secrecy laws; |
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| · | The effect of general economic and financial conditions in the United States, China and the rest of the world as well as the relationship between the United States and China, including trade disputes between the United States and China, which could adversely affect our operations; |
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| · | Other factors which affect the solar energy industry in general; |
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| · | Any financing which we may seek not being subject to filing with the China Securities Regulatory Commission (“CSRC”) or, if filing is required, obtaining approval of the CSRC; |
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| · | The effect of any other pandemic or epidemic and the steps taken by governments in California and China as well as other states in which we seek to develop commercial projects to address the pandemic or epidemic, including business closures; and |
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| · | Other factors which affect companies in the solar and BESS industries |
The forward-looking statements in this annual report represent our views as of the date of this annual report. We anticipate that subsequent events and developments will cause our views to change. We have no current intention to update this information except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this annual report.
Part I
Item 1. Business
Introduction
We are an integrated solar and renewable energy company. A solar energy system retains the direct current (DC) electricity from the sun and converts it to alternating current (AC) electricity that can be used to power residential homes and commercial businesses. The solar business is based on the ability of the users of solar energy systems to save on energy costs and reduce their carbon imprint as compared with power purchased from the local electricity utility company. We were founded in 2008 to engage in the solar business in the United States, where our business is primarily conducted.
The photovoltaic market in the United States has experienced significant growth with the help of the Inflation Reduction Act, with solar accounting for approximately 16% of the country’s electricity generation. Solar remains the fastest-growing renewable energy source in the U.S., with projections estimating that total installed solar capacity will exceed 250 GW by 2030, contributing substantially to the nation’s clean energy goals. The U.S. solar market is expected to be valued at over $125 billion by 2030 as investment in large-scale utility projects and distributed generation continues to expand. However, the market for solar energy may be affected by federal and state regulations and policies, including state regulations such as California’s NEM 3.0, which has resulted in reduced solar energy sales since its introduction in 2024, and any federal policies that favor petroleum-based energy and nuclear energy at the expense of renewable energy such as solar and wind, which are discouraged.
Since the third quarter of 2025, our primary business has been negotiating contracts and performing EPC services for solar-based BESS commercial systems. As of December 31, 2025, we had commenced EPC services on a 430 MWh battery storage project in Texas pursuant to an agreement dated July 31, 2025 with Longfellow BESS I, LLC (“Longfellow”). During the year ended December 31, 2025, we generated revenue of $60.2 million, representing 66.1% of our revenue, from our EPC services pursuant to this contract. All of this revenue was generated during the second half of 2025. On December 31, 2025, we entered into three EPC agreements for large scale BESS systems, two in Puerto Rico and one in Corpus Christi, Texas. We cannot assure you that any of these projects or any other projects will be completed, that we will generate a gross profit from any commercial projects or that we will be successful in developing our commercial business as planned.
Prior to the third quarter of 2025, our primary business was the sale and installation of photovoltaic and battery backup systems for residential and commercial customers sales of LED systems and services to government and commercial users. We are continuing to develop this business but, because of changes in California law, this part of our business is developing slowly. We also generate revenue from financing the sale of our photovoltaic and battery backup systems. Because we did not have the capital to support such operations, we ceased making future loans to our solar customers since 2022, and we do not currently plan to engage in such activities. Our finance revenue reflects revenue earned on our current portfolio, with nominal new loans having been added since early 2020 and none since 2022.
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In 2015, we commenced operations in the PRC, and we engaged in business in China through 2021. During the period from 2015 through 2021, most of our revenue from our China operations was generated from EPC contracts for large solar farms. Our business in China initially consisted primarily of identifying and procuring solar farm system projects for resale to third party developers and related services in China, identifying potential buyers of solar farms, and providing EPC services. Approximately 95% of our China revenue in 2019 was generated from Changzhou Almaden Co., Ltd., which was a related party that we refer to in this annual report as AMD. We have not generated any revenue from AMD since 2019. Substantially all of our China revenues for 2021 and 2020 were generated from projects for SPIC. Subsequent to December 31, 2021 through the date of this annual report, we did not generate revenues from China, and we are not engaged in any negotiations with SPIC or any other potential customer, and we are not engaged in any marketing activities. In the event that we do not seek to recommence operations in China, we may discontinue our China operations.
Initial Public Offering
In March 2024, we issued 5,039,950 shares of common stock in our initial public offering at a public offering price of $4.00 per share less a 6% underwriting discount pursuant to an underwriting agreement (the “Underwriting Agreement”) with Kingswood, a division of Kingswood Capital Partners, LLC (the “Representative”), as representative of the underwriters. The shares issued include the partial exercise of the underwriters’ overallotment option. Pursuant to the Underwriting Agreement, we paid the Representative a 1% non-accountable expense allowance and reimbursed the Representative for certain accountable expenses of $175,000. The aggregate gross proceeds from the offering was approximately $20.2 million, prior to deducting the underwriting discounts, commissions and offering expenses payable by us. Net proceeds from our initial public offering of approximately $18.6 million reflects the gross proceeds net of underwriting discounts, the non-accountable expense allowance, accountable expenses of the underwriters that were paid by the Company and other expenses that were deducted from gross proceeds at the closing.
Pursuant to the Underwriting Agreement, we issued to the Representative warrants (the “Representative’s Warrants”) to purchase 403,196 shares of common stock at an exercise price of $4.80 per share, the Representative’s Warrants were fully exercised on a cashless basis. Based on the formula for cashless exercise, the Company issued a total of 207,311 shares of common stock, and, as a result of the exercise, no Representative’s Warrants remained outstanding.
The net proceeds of $18.6 million from our initial public offering were used as follows:
| · | approximately $800,000 to make payments due to our former executive vice president and $100,000 to a former employee pursuant to our agreements with them; |
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| · | $7.0 million invested in an 8% promissory note issued by a Hong Kong based social media company and RMB 5,000,000, or approximately $688,000, in a 5% note issued by a PRC-based company, which have been paid in full and the proceeds were used for working capital; and |
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| · | the balance used for working capital, which included $5.5 million principal payments on convertible notes and $276,000 payment on legal settlement with former EB-5 noteholders. |
Our Corporate Structure
We are a Nevada corporation formed in January 2008. We have the four wholly-owned subsidiaries in the United States:
SolarMax Renewable Energy Provider, Inc., a California corporation ("SREP”), was established on July 19, 2011 and is engaged in the business of developing, selling and installing integrated photovoltaic systems and energy storage systems for residential and commercial customers in the United States and performs EPC services pursuant to our four commercial EPC agreements.
SolarMax LED, Inc., a California corporation ("LED”), was established on July 15, 2013 in connection with the 2013 acquisition of Act One and is engaged in the business of commercial LED light integration projects, customized governmental special projects, commercial consulting projects, as well as battery storage system projects in the U.S.
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SolarMax Financial, Inc., a California corporation ("SolarMax Financial”), was established on September 9, 2009 and was engaged in the business of providing secured installment financing to purchasers of residential and commercial photovoltaic systems, and servicing installment sales for SREP and LED customers in the United States. We have not provided financing to purchasers since 2020, and all revenues from SolarMax Financial reflects revenue earned on its current portfolio, with no new loans having been added since early 2020.
SMX Capital, Inc., a New Jersey corporation ("SMX Capital”), was acquired by the Company in June 2011. SMX Capital is engaged in the business of owning and funding renewable energy projects in the U.S. and operates its business through operating leases and power purchase agreements primarily in the commercial markets. Its business is conducted directly and indirectly through a 30% equity interest in three companies. SMX Capital has not been engaged in leasing new systems since 2014 and its primary business is the ownership and maintenance of systems under existing leases.
We have four wholly-owned subsidiaries outside the U.S., through which we conducted our China operations and which are not actively engaged in any business activities since we are not actively involved in any business activities in China.
Our principal executive offices are located at 3080 12th Street, Riverside, California 92507. Our telephone number is (951) 300-0788. Our website is http://www.solarmaxtech.com. Any information contained on, or that can be accessed through, our website or any other website or any social media is not a part of this annual report.
Large-scale Battery Energy Storage Systems
In 2024, we initiated marketing efforts for large-scale EPC projects, centering on our BESS. These systems function by storing power—sourced either from the grid or integrated solar arrays—as direct current (DC) and converting it to alternating current (AC) for distribution during peak demand.
The core architecture of a BESS consists of a Power Conversion System (PCS), a high-capacity battery pack (DC block), and an Energy Management System (EMS) to oversee charging cycles. By leveraging these components, operators can drive revenue and reduce overhead through four primary strategies:
| · | Energy Arbitrage: Storing electricity during off-peak periods when costs are low and discharging it for use or sale when market prices peak. |
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| · | Ancillary Services: Providing grid operators with the rapid-response capacity needed to balance real-time supply and demand, thereby enhancing grid reliability. |
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| · | Peak Shaving: Strategically discharging stored energy to reduce consumption from the grid during high-demand intervals, effectively lowering overall demand charges for owners. |
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| · | Solar Time-Shifting: Capturing low-cost or "excess" solar energy generated during daylight hours and discharging it after sunset. This maximizes the value of renewable assets by aligning supply with evening peak demand when solar generation is unavailable. |
On July 31, 2025, SREP entered into an EPC agreement (the “Longfellow Contract”) with Longfellow, a Texas limited liability company, for an industrial project to develop a BESS facility. Based on the terms of the contract, the contract is expected to generate revenues of approximately $120.1 million and interest income of $7.2 million from a financing component related to milestone payments that extend beyond the project completion date. Longfellow will own and operate the facility, which will be located in Pecos County, Texas and is expected to have a storage capacity of 430 megawatt-hours. The construction of the BESS facility is expected to be completed in 2026.
We have committed to make a $5.0 million capital contribution to Longfellow, in which we have an 8% equity interest. This capital contribution was due by December 31, 2025, but as of the date of this annual report, has not been made and Longfellow has indicated to us that such contribution can be made at a later date, which date has not been determined as of the date of the annual report.
The Longfellow Contract is a fixed-price contract consisting of batteries of $75.3 million and services of $52.0 million. As of December 31, 2025, batteries of $58.8 million were procured and delivered to the customer’s premises but have not yet been installed, resulting in revenues related to batteries being reported at our cost. Additionally, we completed engineering and pre-construction services under the contract totaling $1.0 million, representing 2.9% progress of completion, which is included in cost of revenue for the year ended December 31, 2025. Accordingly, we recorded revenues of $60.2 million and cost of revenues of $59.8 million at December 31, 2025. As of December 31, 2025, accounts receivable from Longfellow was $9.4 million, and the contract asset, representing unbilled revenue was $45.8 million.
On December 31, 2025, SREP entered into three EPC agreements for large scale BESS projects, two in Puerto Rico and one in Corpus Christi, Texas.
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Pursuant to an EPC agreement with Naguabo BESS, LLC, a Texas limited liability company (“Naguabo”), SREP is to develop a BESS facility in Ceiba Municipality, Puerto Rico. The contract is expected to generate revenues of approximately $122.3 million. Naguabo will own and operate the facility, which is expected to have a storage capacity of 320 megawatt-hours.
Pursuant to an EPC agreement with Yabucoa BESS, LLC, a Texas limited liability company (“Yabucoa”), SREP is to develop a BESS facility in Humacao Municipality, Puerto Rico. The contract is expected to generate revenues of approximately $35.9 million. Yabucoa will own and operate the facility, which is expected to have a storage capacity of 80 megawatt-hours.
Pursuant to an EPC agreement with Navboot Holdco, LLC, a Delaware limited liability company (“Navboot”), SREP is to develop a BESS facility in Corpus Christi, Texas. The contract is expected to generate revenues of approximately $258.1 million. Navboot will own and operate the facility, which is expected to have a storage capacity of 600 megawatt-hours.
The foregoing descriptions of the EPC contracts do not purport to be complete and are subject to and qualified in their entireties by reference to the EPC contracts, copies of which are filed as exhibits to this annual report and are incorporated herein by reference.
We market our BESS systems by leveraging strategic relationships in project financing and using established supply chain relationships. Our reputation within the renewable energy sector, combined with technical expertise, allows for the delivery of integrated BESS and solar solutions tailored to specific operational requirements..
We maintain supply chain resilience through a network of tier-1 vendors, with a view to obtaining hardware availability and cost-effective procurement. Our technical staff provides end-to-end expertise in system design. This approach enable the integration of solar generation and storage assets for stable energy performance.
A dedicated staff of industry professionals manages every stage of the project lifecycle. This internal team provides consistent communication and technical oversight, focusing on proactive project management and long-term system reliability. By maintaining these specialized resources in-house, we seek to provide that each BESS and solar installation meets rigorous performance standards and operational objectives.
Residential and Business Solar Installations
California remains the leading state for installed solar capacity, currently accounting for more than 26% of the net generation for solar installations in the United States for 2024 based on United States Energy Information Administration statistics. The state has set ambitious renewable energy targets, with legislation requiring 100% clean electricity by 2045, far surpassing its previous 50% renewable energy goal by 2050. 1 However, federal energy policy which discourages renewable energy may affect California’s ability to reach this target.
We design, install and sell high performance photovoltaic solar energy systems and battery systems for residential and business in California. These systems designed for use in residential units or small business and are significantly smaller than our BESS systems. We have installations at more than 12,000 homes and businesses. A photovoltaic system generates electricity directly from sunlight via an electric process that occurs naturally in certain types of materials. A system consists of one or more photovoltaic modules and an inverter. Photovoltaic modules, which are manufactured in different sizes and shapes, generate direct current (DC) electricity. The electricity current is then fed through an inverter to produce the alternating current (AC) electricity that can be used to power residences and commercial businesses. The major components of our solar energy systems include solar panels that convert sunlight into electrical current, inverters that convert the DC electrical output from the panels to AC current compatible with the electric grid, racking that attaches the solar panels to the roof or ground and electrical hardware that connects the solar energy system to the electric grid. The battery systems we sell are rechargeable and can be used not only to store solar energy for backup protection when the power grid goes down, but also to reduce the reliance on the electrical grid by storing solar energy to be used when the sun in not shining or when power costs are the highest during the day. We currently install these solar systems only in California.
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1https://www.theverge.com/news/628369/solar-wind-beat-coal-us-ember-report
https://seia.org/research-resources/us-solar-market-insight/
Senate Bill (SB) 1020—the Clean Energy, Jobs, and Affordability Act of 2022
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We provide and install both grid-tied and off-grid systems. Grid-tied systems remain connected to the electric grid, so that the energy generated by the system is sent back to the grid during the day and power is drawn back at night. The electric grid thus serves as a "storage device” for photovoltaic-generated power. If consumers use more power than is generated by their solar energy system, they can purchase power from the regional utility company. If consumers use less power than the system generates, they can sell the electricity back to their local utility companies and receive a credit on their electric bills. In order to sell power back to the utility company, the owners need to make an application to the utility company and the utility company then gives the owners a standard agreement covering the purchase of the excess power. Grid-tied systems generally represent the most common, affordable and feasible option for urban and suburban residences.
Off-grid systems are not connected to the utility grid and therefore require battery backup. Off-grid solutions are less common and are mostly employed for residences that do not have the option of connecting to the utility grid. Almost all of our installations are grid-tied systems.
Sale and Installation Process
Our system sale and installation process for these systems consists of five stages – feasibility, design, permitting, procurement and installation. In addition, when a customer requests additional services, we will enter into post-installation maintenance agreements with customers who own the systems. We have a dedicated team to handle every detail of the customer’s solar panel, battery or LED installation.
We market to our customers using print ad, internet, radio and television advertising along with customer referrals. We are in the process of shifting our focus from traditional radio advertisements to sponsorships and other public relation initiatives. After the initial contact with a prospective customer, our construction and solar engineers visit the customer to conduct an on-site evaluation and assess the customer’s electricity needs. The site assessment includes a shading analysis, roof inspection and review of any existing mechanical systems. Additionally, we review the customer’s recent utility bills so that we can present a proposal designed to meet the customer’s energy requirements and answer the customer’s questions. At this stage, the customer has not made any commitment to purchase a system from us.
At the design stage, we analyze the information obtained during the feasibility stage to design a proposed solar energy solution, based on the customer’s stated energy needs, financial means and the specifics of the building location. Upon completion of the design stage, we present the customer with a detailed written proposal outlining the components of the system, the proposed timeline of the system implementation, the estimated price and estimated energy savings as well as the expected return on the investment based on existing rate information. Approved customers who purchase our systems sign a purchase agreement and tender to us a down payment equal to the lesser of 10% of the overall cost or $1,000, which can be refunded within three days.
The period of time between the initial customer contact at the feasibility stage and the signing of the contract upon the completion of the design stage (the negotiation period) may range from less than a month to more than a year, with six to twelve months being the average negotiation period for larger commercial projects.
Before installing any solar or backup battery system, we must obtain required permits and approvals from the local fire department and the department of building and safety and other applicable state and local agencies, as well as from utility companies. We prepare a full permitting package and apply for these permits on behalf of the customer. We may also assist the customer with necessary paperwork to apply for and obtain the tax rebates and incentives. The permitting process typically takes four to eight weeks. Upon completion of this stage, we require customers to pay 40% of the total purchase price.
Once the customer orders the system, we order products, parts and materials necessary to implement the project. Upon delivery of the materials to the customer’s site, we require an additional 40% of the purchase price.
Finally, we assemble and install the system at the customer’s site. Once installation is complete, we meet with the customer to conduct a final walk-through of the system and review its components. Upon the final walk-through and sign-off by the city inspector, the system becomes fully operational, and we require the remaining 20% of the purchase price. The payment schedules do not apply to customers for whom we are providing financing. We provide end-to-end customer service during the lifetime of the product.
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Warranty Obligations; Production Guarantee
All parts of the system provided by us are under manufacturers’ warranties, typically for up to 25 years for the panels and inverters. The manufacturer’s warranty on the solar energy systems’ components, which is typically passed through to the customers, ranges from one to ten years. We provide a limited installation services warranty that warrants the installation services related to the system owner’s photovoltaic modules and inverters to be free from defects in the installation services under normal application, use and service conditions for a period of ten years from the date of the original installation services. Our agreement with our customers provides that we are not responsible for damage resulting from natural disasters, such as hurricanes, floods or other weather conditions. For leased systems we require the customer to maintain insurance covering these risks.
For commercial BESS systems, our workmanship warranty period is typically three years from the date of completion. The equipment installed is covered by manufacturer warranty for up to 10 years.
Prior to 2015, we entered into power purchase agreements that have a term of up to 20 years. We own and maintain the systems and sell the power generated by the systems to commercial customers pursuant to the power purchase agreement. Revenue from power purchase agreements is not material.
Commencing in 2015, our standard contract for residential systems provides for a production guarantee, which means that we guarantee that the system will generate a specified minimum solar energy during a given year. The agreements generally have a ten-year term. In the standard form of contract, we specify a minimum annual production and provide that if the power generated by the system is less than 95% of the estimate, we will reimburse the owner for the cost of the shortfall. Because our obligations are not contingent upon external factors, such as sunlight, changes in weather patterns, forest fires, or increases in air pollution, these factors could affect the amount of solar power that is generated and could increase our exposure under the production guarantee. The contract also provides that the purchasers of these systems are not entitled to reimbursement for shortfalls caused by overshadowing, shading or other interference not attributable to the design of the system and the accompanying equipment. Our only production guarantees are pursuant to agreements with our customers.
In 2017, we incurred unanticipated liability based on the failure to of our systems to meet the production guarantee or otherwise perform in accordance with our warranty. Our only production guarantees are pursuant to agreements with our customers. Although we believe we have taken steps designed to prevent a misalignment of system designs and production guarantees which affected us in 2017, we cannot assure you that we will not be subject to unanticipated liability based on the failure of our systems to meet production guarantees or otherwise perform in accordance with our warranty. Any such failure may be based on forces beyond our control such as weather conditions, fires and floods.
With respect to leases with a leasing company, the leasing company establishes its own production guarantees, conducts its own review of those guarantees in conjunction with system design, and is responsible for any necessary modification in its contracts.
Our warranty for the LED products sold and services rendered ranges from one year for labor and up to seven years for certain products sold to governmental municipalities.
Leasing Agreements with us as the Lessor
Prior to 2014, we leased systems primarily to commercial and not-for-profit customers through our subsidiaries and three entities in which we have a 30% interest. These leases are operating leases and we own the systems, which are leased to the customers. Although we no longer lease new systems, we continue to own the equipment subject to the existing leases. The leases do not include a production guarantee. At the end of the lease, the customer has an option to purchase the equipment at its then fair market value for commercial customers. For not-for-profit customers, we generally have agreed up front to donate the system to the customers at the end of the lease. We have not leased systems for our account after 2014.
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Power Purchase Agreements
We entered into solar power purchase agreements with some commercial customers, and many of these agreements remain in effect. Pursuant to these agreements, we are responsible for the design, permitting, financing and installation of a solar energy system on a customer’s property after which we sell the power generated by the system to the customer at an agreed upon rate. To the extent that the system does not generate sufficient power to meet its obligations, we may have to purchase power from a local utility company, which will be a cost of revenues. We receive the income from the sales of electricity pursuant to these agreements as well as any tax credits and other incentives generated from the system, and we are responsible for the operation and maintenance of the system for the duration of the agreement. At the end of the term, a customer may extend the agreement, have us remove the system or buy the solar energy system from us. We have generated nominal revenue from power purchase agreements.
Seasonality
Since the inception of our business in 2008, we have experienced different levels of seasonality for our residential sales, small commercial and large commercial projects.
Our residential sales are prone to seasonal fluctuations. It has been our experience that we generate a larger percentage of sales in March and April, when residential customers focus on possible tax advantages of solar energy, and in the summer months of July and August, when utility rates and bills typically increase. We believe that the increase in residential sales during March and April results from consumers’ increased awareness of the tax benefits of solar energy system systems. We believe that the higher volume of sales in the summer months results from typically higher electrical bills in the summer, when electricity use is highest, which we think heightens consumers’ awareness of the opportunity to reduce their energy costs in the future through the use of solar energy. However, our increased revenues in 2023 and significant reduction in revenues in 2024 was affected by the introduction of NEM 3.0, which became effective in April 2023, rather than seasonality.
We have historically experienced a slight increase for small commercial projects during the summer season. As with residential sales, we attribute higher volume in small commercial sales to small business owners’ reaction to the generally higher electricity bills during the summer months.
We have generally not experienced any significant seasonal fluctuations for our large commercial projects in the United States. We believe that customers committing to large commercial purchases or leases of solar energy systems have generally made more studied decisions and are therefore less sensitive to seasonal variations or immediate market conditions. The negotiation period for larger projects may range from a couple of months to a year or more. We therefore believe that the timing of the execution of large commercial deals depends largely on the progress of contract negotiations.
Financing Activities
Because we believe the high cost of buying and installing solar energy systems remains a major barrier for a typical residential customer, we had developed financing programs to enable customers who meet our credit standards to finance the purchase of our solar energy systems through SolarMax Financial. Because we did not have the capital to support such operations, we ceased making future loans to our solar customers since 2022, and we do not plan to re-commence financing operations. Our finance revenue reflects revenue earned on our current portfolio, with no new loans having been added since 2022.
The following table sets forth customer loan receivables at December 31, 2025 and 2024:
|
| December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Customer loans receivable, gross |
| $ | 3,337 |
|
| $ | 4,644 |
|
Allowance for loan losses |
|
| (206 | ) |
|
| (280 | ) |
Customer loans receivable, net |
|
| 3,131 |
|
|
| 4,364 |
|
Less: Current portion |
|
| 875 |
|
|
| 1,287 |
|
Non-current portion |
| $ | 2,256 |
|
| $ | 3,076 |
|
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Financing Program
We have financing programs with third-party financing companies, the most significant of which is a home improvement financing program agreement executed on February 28, 2019, with Dividend, a division of Fifth Third Bank (“Dividend”), pursuant to which Dividend provides financing to our customers who meet Dividend’s credit criteria. We sell the systems to our customers, and Dividend pays us the purchase price, less a program fee. The financing agreement is between the customer and Dividend, and we are not a party to the finance agreement.
LED Projects
We provide LED products that help commercial customers save money by lowering electricity costs through the advanced technology of LED light bulbs. The energy-saving incandescent bulbs use approximately 25% less energy than traditional varieties, while the LED light bulbs use approximately 75% less energy, last 40 times longer, and are considered safer to use.
We have relationships with a number of LED system manufacturers that provide us with access to a variety of high-performance products and enables us to meet customers’ energy needs and budgets. Our LED streetlight system has an exclusive ETL Mark under our company name, which is evidence that our product complies with North American safety standards and is a requirement for contracts with municipal customers.
There are several steps to completing an LED installation with a customer. The first step is to review the customer’s previous year’s power bill and to look at its financial statements for the last three years. The next step is to conduct a lighting survey to effectively present an energy saving proposal to the potential customer. We typically offer financing services similar to our solar system financing. Some commercial projects require us to engage a third-party vendor to help install the LED lighting systems for our clients while other projects customers choose to be responsible for the installation of the system.
Marketing
We have an in-house sales and marketing staff of 23, of whom 18 market solar and battery backup projects and five market LED products and systems. While we use a variety of marketing and advertising tools, we believe that word of mouth is one of our most effective marketing strategies. We estimate that approximately 30% of our sales are generated through referrals by our customers.
We also participate in industry trade shows, use telemarketing, radio, television, Internet advertising and social media as well as participating in local community events such as local festivals and door-to-door sales.
In the fourth quarter of 2023, we began to work with several independent dealers which form our dealer network. Our dealer network is comprised of independent licensed sales companies that sell our residential solar products pursuant to non-exclusive agreements. The dealers sell our products as well as products sold by our competitors. The dealer handles the sales process, and once the sales agreement with the customer is signed, we install the solar system pursuant to an installation agreement with customer. The dealers earn a commission which is included in cost of revenue.
Although we had nominal sales through the dealer network prior to 2024, during the years ended December 31, 2025 and 2024, approximately 47% and 21%, respectively, of our revenues from residential solar and battery contracts, and 11% and 22% of our total revenues were generated through the dealer network program. We believe that our participation in the dealer network enhances our ability to attract residential customers.
Personal meetings with prospective customers and site visits at the feasibility stage are also part of our advertising budget. In our experience, on average, we make three to four visits at the feasibility stage before we can generate a contract from the customer. As we expand the breadth of our operations, we plan to hire additional professionals and general sales personnel to market our systems to a larger number of prospective customers.
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In February 2025, we entered into a contract with a California homebuilder pursuant to which we have the right to design and install solar energy systems in a new home project consisting of a proposed 146 new residential homes at a fixed price. Any installations will be made pursuant to contracts with the home owners, and we will pay the homebuilder a commission on the transaction.
Our marketing effort includes our ability to offer financing in connection with purchases of our systems through third-party equipment leasing companies.
Competition
Solar energy systems in general compete with both the local and regional providers of electricity as well as a number of independent companies that offer to provide electricity at prices that are lower than the regional utility company. Our primary competition is with the local utility companies that supply power to our potential customers.
With respect to BESS systems, we compete and operate alongside established industry leaders such as Sungrow, Tesla, and NextEra Energy. Sungrow and Tesla are currently recognized as top-tier system integrators, with Sungrow leading in power electronics and liquid-cooled storage technology, while Tesla remains a benchmark for software integration and vertical manufacturing through its Megapack systems. Additionally, NextEra Energy represents significant competition as one of the world’s largest owners and developers of renewable assets, consistently driving the market forward with massive solar-plus-storage projects. By positioning our specialized services and dedicated staff within this competitive landscape, we seek to provide our clients with solutions that meets their requirements.
Within the solar energy industry, we face intense and increasing competition from other solar energy system providers. The solar energy industry is highly fragmented, consisting of many small, privately-held companies with limited resources and operating histories, and we believe that no solar energy provider has a significant percentage of the California market. We also compete with major companies, as well as a large number of smaller companies. We have experienced price erosion as a result of increased competition which has affected our gross margin. Because California has much sun and little rain, solar power companies seek to market in California rather than in states with less sun and more rain. We cannot estimate the effects of the recent increased wildfires, rain and flooding in Southern California on our business and the solar market in general. We believe that the number of new solar energy installation companies that have entered the industry in California has increased significantly since 2008 when we commenced business, and the increased competition is reflected in lower margins as we may have to reduce our prices to generate business. We expect additional companies to enter the business in the future, considering that the entry barrier in this industry is relatively low and the government incentives currently remain high although we cannot give assurance that changes in government policy will not negatively impact our business and the solar industry in general. In seeking to generate business from commercial customers for major projects, we will compete with both national and regional companies that offer solar systems.
We believe that competition is primarily based on price and, if financing is required, the availability and terms of financing, and, to a lesser extent, the ability to schedule installation to meet the customer’s schedule. Some of our competitors may offer financing terms with payments over a longer period and with either a lower down payment or no down payments than are available with third party lessors with whom we work, which may make them more attractive to potential customers.
Source of Supply
We do not have a supply agreement with any supplier. We purchase solar panels from a number of suppliers. Battery systems are available from a number of suppliers, including Tesla, Enphase and LG.
Two suppliers accounted for 10% or more of our purchases for the years ended December 31, 2025 and 2024. Renewable Energy Resolution, Inc. accounted for purchases of approximately $58.8 million, or 76.4% of our purchases, and Consolidated Electrical Distributors accounted for purchases of approximately $8.6 million, or 11.1% of our purchases for the year ended December 31, 2025. Consolidated Electrical Distributors accounted for purchases of approximately $4.0 million, or 12% of our purchases, and CDH Trading, Inc., accounted for purchases of approximately $4.0 million, or 12% of our purchases, for the year ended December 31, 2024.
Government Regulation
Although we are not a regulated utility company, our operations are subject to regulation, supervision and licensing under various federal, state and local statutes, regulations and ordinances. Additionally, our business is materially affected by federal and state programs and policies related to financial incentives for solar energy users and providers. Local utility companies work with all solar companies to connect their systems to the grid. Title 24 of the California Code of Regulations governs energy savings and efficiency standards for new and remodelled construction for indoor and outdoor lighting requirements. The federal energy policy which favors gas and oil over renewable energy such as solar and wind affects our ability to market solar systems.
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Construction Licenses and Permits
As a company performing general contractor and design work, we must take steps such that we obtain and timely renew appropriate general contractor and other required licenses. In connection with each installation, we are required to obtain building permits and comply with all applicable local ordinances and building codes. Our operations are also subject to generally applicable laws and regulations relating to discharge of materials into the environment and protection of the environment. We are also subject to federal and state occupational health and safety regulations. We may also be subject to federal or state wage requirements, at least in connection with any solar projects on government land or buildings or other public works projects. With respect to our BESS systems in jurisdictions such as Texas and Puerto Rico, we need to work with a licensed general contractor.
Consumer Protection Laws
In negotiating and entering into contracts with our residential customers, we must comply with state and federal consumer protection laws. In conducting our marketing campaigns, we must comply with the federal Telemarketing and Consumer Fraud and Abuse Prevention Act, and Telemarketing Sales Rule promulgated by the Federal Trade Commission, as well as state regulations governing telemarketing and door-to-door sales practices. In negotiating and entering into contracts with our residential customers, we must comply with a number of state regulations governing home solicitation sales, home improvement contracts and installment sales contracts.
Consumer Financing Regulations
Since we no longer conduct financing operations in California our operations are no longer subject to the federal and state consumer protection laws and regulations, including the need to be registered as a California finance lender pursuant to a license issued by the California Department of Corporations, which regulates and enforces laws relating to consumer finance companies, with the regulations pertaining to consumer financing, including the Truth in Lending Act, the Equal Credit Opportunity Act, Fair Debt Collection Practices Act and the Fair Credit Reporting Act, the federal Gramm-Leach-Bliley financial reform legislation.
Government Subsidies and Incentives
The solar energy industry depends on the continued effectiveness of various government subsidies and tax incentive programs existing at the federal and state level to encourage the adoption of solar power. Government policies, in the form of both regulation and incentives, have accelerated the adoption of solar technologies by businesses and consumers. We and our customers benefit from these regulations in the form of federal tax incentives, state utility rebates and depreciation. Because of the high cost of installing solar energy systems, the existence of tax incentives as well as regulations requiring utility companies to purchase excess power from solar energy systems connected to the grid are important incentives to the installation of a solar energy system.
Federal Tax Incentive. Solar PV systems installed in 2020 and 2021 are eligible for a 26% tax credit. The Inflation Reduction Act has made changes to the existing tax credit and extends the provisions of the Solar Investment Tax Credit so owners who install designated solar energy systems between January 1, 2022 through the end of 2032 will receive a tax credit of 30% of the cost of the solar energy system from their federal income taxes. Owners who owe less federal income tax than the 30% tax credit can carry over any unused credit until January 1, 2032. After 2032, the residential investment tax credit will be reduced to 26% for installations completed in 2033 and to 22% for -installations completed in 2034, and tax credit will no longer be available for installations completed after December 31, 2034.
State Incentives and Utility Company Rebates. In addition to federal income tax credit, utility companies in California and other states offer various incentives and rebate programs. Capital cost rebates provide funds to customers based on the cost and size of a customer’s solar energy system. The value of the rebate is subtracted from the total purchase price, resulting in a net adjusted cost for the purpose of determining the value of the federal tax credit. Performance-based rebates provide funding to customers based on the energy produced by their systems. Under a feed-in tariff subsidy, the government sets prices that regulated utility companies are required to pay for renewable electricity generated by end-users. Under that subsidy program, prices are set above market rates and may be differentiated based on system size or application.
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The building standard approved by the California Energy Commission in May 2018 mandates the installation of solar arrays on new single-family residences and on multi-family buildings of up to three stories starting in 2020. The Building Standards Commission has adopted these recommendations without change, and we cannot assure you that the Building Standards Commission will not change this standard or that the standard will survive any legal challenges which may be brought in opposition to the standard.
The California Public Utilities Commission may consider a proposal to significantly reduce the incentives homeowners receive for installing rooftop solar systems. If such a change or any significant change in the benefits provided to homeowners for installing rooftop solar systems, our U.S. business will be materially impaired. We cannot assure you that the present benefits provided to homeowners for installing solar systems will not be adopted.
Depreciation. Certain qualified clean energy facilities, property and technology placed in service after 2024 may be classified as 5-year property under the modified accelerated cost recovery system (MACRS) under Inflation Reduction Act of 2022. Under Internal Revenue Code Section 168(e)(3)(B), qualified facilities, qualified property and energy storage technology are considered 5-year property. These types of property are recoverable under the MACRS. A business with a solar PV system placed in service between January 1, 2018 and December 31, 2022 can elect to claim a 100% bonus depreciation. Starting in 2023, the percentage of capital equipment that can be expensed immediately drops 20% per year (e.g., 80% in 2023 and 60% in 2024) until the provision drops to 0% in 2027.
Tariffs and Trade Policies. The solar energy industry has recently experienced decreasing prices in solar panels, a principal component in any solar energy system. Most solar panels are imported and the price of the solar panels is impacted by trade policies, such as tariffs and quotas. The U.S. government has imposed tariffs on solar cells, solar panels and aluminum that is used in solar panels manufactured overseas. Based on determinations by the U.S. government under the 2012 solar trade case, the anti-dumping and countervailing tariff rates range from approximately 33%-255%. Such anti-dumping and countervailing tariffs are subject to annual review and may be increased or decreased. These tariffs have increased the price of solar panels containing China-manufactured solar cells. We do not purchase panels from China or Taiwan for our United States operations. The purchase price of solar panels containing solar cells manufactured in China reflects these tariff penalties. While solar panels containing solar cells manufactured outside of China are not subject to these tariffs, the prices of these solar panels are, and may continue to be, more expensive than panels produced using Chinese solar cells, before giving effect to the tariff penalties.
On January 23, 2018, the United States placed tariffs on imported solar cells and modules for a period of four years with an effective date of February 7, 2018. The tariff level was set at 30%, with a 5% declining rate per year for the four- year term of the tariff. The tariff includes a 2.5 GW exemption for cells per year, which does not include any sub quotas for individual countries. Additionally, the only countries excluded from the tariff are those that the U.S. government deems as developing nations, with the exception of the Philippines and Thailand that are eligible for the U.S. Generalized System of Preferences program.
While the state and federal incentives benefit the industry by making solar energy systems more affordable and attractive to consumers, they also expose the industry to the risk of negative consequences should these incentives be discontinued or reduced. The market for solar energy products is, and will continue to be, heavily dependent on public policies that support growth of solar energy. There can be no assurances that such policies will continue. Decreases in the level of rebates, incentives or other governmental support for solar energy would materially and adversely affect the demand for solar energy products, including our business.
Net Metering. Net metering is a billing mechanism that credits solar energy system owners for the electricity that they add to the electricity grid. If the owner of a solar system generates more electricity than it consumes, the excess electricity is sold back to the grid.
The California Public Utilities Commission (CPUC) introduced "Net Metering 3.0” (NEM 3.0) as the latest iteration of net metering policies. Under NEM 3.0, customers continue to receive credit for the electricity they produce; however, the calculation of this credit is based on avoided cost rates. These rates align more closely with wholesale rates for electricity, reflecting what utilities themselves pay for electricity rather than the conventional rates paid by customers.
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Under NEM 3.0 the economic viability of combining solar panel systems with battery storage is enhanced. As a result, the payback period for the combined installations has accelerated, surpassing that of solar-only installations. We may need to revise our pricing metrics to reflect this change in order for the purchase of a solar system to be economically attractive to the customer, which may result in lower prices and reduced margins.
To the extent that utility companies are not required to purchase excess electricity from owners of solar systems or are permitted to lower the amounts paid, the market for solar systems may be impaired. Because net metering can enable the solar system owner to further reduce the cost of electricity by selling excess electricity to the utility company, any elimination or reduction of this benefit would reduce the cost savings from solar energy. The recent changes in California’s net metering payments may have reduced the market for residential solar installations to the extent that the installation of the homeowner’s decision to install a solar system is based on the benefits of the net metering structure, which has been modified to reduce the benefits to the homeowner. We cannot assure you that net metering will not be eliminated or the benefits significantly reduced for future solar systems, which may dampen the market for solar energy.
California Consumer Privacy Act
In June 2018, California passed the CCPA, which became effective in 2020. As a practical matter, companies needed to have their data tracking systems in place by the start of 2019, since the law gives consumers the right to request all the data a company has collected on them over the previous 12 months. This law covers all companies that serve California residents and have at least $25 million in annual revenue. Under the law, any California consumer has a right to demand to see all the information a company has saved on the consumer, as well as a full list of all the third parties that data is shared with. The consumer also has the right to request that the company delete the information it has on the resident. The CCPA broadly defined broadly defines "protected data.” The CCPA also has specific requirements for companies subject to the law. For example, the law specifies that companies must have a clear and conspicuous link on their websites to a page from which consumers may exercise their right to opt out of data sharing. The CCPA provides for a private right of action for unauthorized access, theft or disclosure of personal information in certain situations, with possible damage awards of $100 to $750 per consumer per incident, or actual damages, whichever is greater. The CCPA also permits class action lawsuits. Because the law was recently adopted, we have not been able to determine the extent to which the law applies to us, our website and our privacy policies.
Employment Regulations
California labor law is more pro-employee than the laws of other states, and the damages and penalties an employee can recover are higher under California labor law than under federal labor law. California has numerous laws and regulations relating to the relationship between an employer and our employees, including wage and hour laws, laws relating to anti-discrimination, and laws mandating expanded training to employees to prevent sexual harassment. In 2004, California passed a law requiring employers with 50 or more employees to provide two hours of sexual-harassment-prevention training to supervisors every two years. A recently passed law requires that by January 1, 2020, employers with five or more employees provide at least two hours of sexual-harassment-prevention training to supervisory employees and one hour of training to nonsupervisory employees. The law also requires that, beginning January 1, 2020, seasonal, temporary and other employees hired to work for less than six months need to be trained within the earlier of 30 calendar days of hire or within 100 hours worked. Our professional employer organization has implemented our sexual harassment prevention program.
Intellectual Property
We do not have any intellectual property that is material to our business.
Artificial Intelligence
Our business does not use and is not dependent upon artificial intelligence.
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Historical Operations in China
In 2015, we commenced operations in the PRC with this acquisition of two companies, and we engaged in business in China through 2021. During the period from 2015 through 2021, most of our revenue from our China operations was generated from EPC contracts for large solar farms. Our business in China initially consisted primarily of identifying and procuring solar farm system projects for resale to third party developers and related services in China, identifying potential buyers of solar farms, and providing EPC services. Approximately 95% of our China revenue in 2019 was generated from AMD. We have not generated any revenue from AMD since 2019. Substantially all of our China revenues for 2021 and 2020 were generated from projects for SPIC. Subsequent to December 31, 2021 through the date of this annual report, we did not generate revenues from China, and we are not engaged in any negotiations with SPIC or any other potential customer, and we are not engaged in any marketing activities. In the event that we do not seek to recommence operations in China, we may discontinue our China operations. Conducting business in China is subject to extensive government regulations, and, if we re-commence business in China, we would be subject to all of these laws and regulations as well as any new laws, regulations or interpretations which may be adopted in the future.
We have three subsidiaries organized under the laws of the PRC. Although we are not presently engaged in business in the PRC, our PRC subsidiaries have funds and accounts receivable in China, including the account receivable from SPIC, which was approximately $1.0 million at December 31, 2025 and approximately $1.0 million at March 15, 2026, and $5,000,000 of our cash in uninsured bank accounts of our China subsidiaries. Any repatriation of funds from our PRC subsidiaries to us are subject to applicable PRC laws. Pursuant to the PRC Enterprise Income Tax Law and the Implementation Rules, dividends generated after January 1, 2008 and payable by a foreign-invested enterprise in China to its foreign investors are subject to a 10% withholding tax, unless any such foreign investor’s jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement.
Foreign currency exchange regulation in the PRC is primarily governed by the Regulations on the Administration of Foreign Exchange, most recently revised by the State Council on August 5, 2008, Notice on Further Simplifying and Improving Policies of Foreign Exchange Administration Regarding Direct Investment issued by SAFE on February 13, 2015, and the Provisions on the Administration of Settlement, Sale and Payment of Foreign Exchange promulgated by People’s Bank of China on June 20, 1996. Currently, RMB is convertible for current account items, including the distribution of dividends, interest payments, trade and service related foreign exchange transactions. Conversion of RMB for most capital account items, such as direct investment, security investment and repatriation of investment, however, is still subject to registration with the SAFE. Foreign-invested enterprises may buy, sell and remit foreign currencies at financial institutions engaged in foreign currency settlement and sale after providing valid commercial documents and, in the case of most capital account item transactions, obtaining approval from the SAFE. Capital investments by foreign enterprises are also subject to limitations, which include approvals by the NDRC, the Ministry of Construction, and registration with the SAFE.
On December 24, 2021, the China Securities Regulatory Commission, or the CSRC, issued Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (the "Administration Provisions”), and the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies. On February 17, 2023, the CSRC released the "Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies” (the "Trial Measures”) and five supporting guidelines. The new regulations require PRC companies that are listed or in the process of being listed on foreign exchanges ("PRC Companies”) to make certain filings with the CSRC. The new regulations authorize the CSRC to review such fillings, penalize relevant PRC Companies or people in charge, or report to overseas securities regulatory institutions in case of violation of the Trial Measures, so that PRC companies are in compliance with PRC regulations and policies. The new regulations became effective on March 31, 2023. Failure to file as required could subject us or our controlling stockholders to fines and penalties, which may be significant. As of the date of this annual report, the CSRC has not published any additional supplemental regulations or guidelines as to PRC Companies. Based on our audited financial statements for 2023, which show that all of our income for 2023 was derived from our United States operations and a majority of our assets were located in the United States and the fact that our management is located in the United States, we believe that we were not an issuer that was required to make a filing with the CSRC, and, accordingly, we did not make such a filing in connection with our initial public offering in February 2024. In the event that the CSRC disagrees with this opinion, we and our controlling stockholders may be subject to fines and penalties, which may be significant. Although we have assets in China and two of our directors are residents of China, for the years ended December 31, 2025 and 2024, all of our revenue was derived from our United States operations and a substantial majority of our assets are located in the United States, we do not believe that we come within the definition of a Chinese domestic company and therefore not subject to these regulations.
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Employees
On March 15, 2026, we had 72 employees in the United States, of which five were executives, 24 were in sales and marketing, 31 were in operations and installation and 13 were in accounting and administrative, and we had seven employees in China, of which one was an executive, and six were in accounting and administrative. None of our employees are represented by a labor union. We consider our employee relations to be good. We have agreements with a professional employer organization, Insperity PEO Services, L.P., under which the professional employer organization administers our human resources, payroll and employee benefits functions for our United States employees, who are co-employed by us or one of our subsidiaries and Insperity. We have a 401(k) plan through Insperity PEO Services, L.P.
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Item 1A. Risk Factors
An investment in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this annual report, including "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes before making a decision to invest in our common stock. Our business, operating results, financial condition, or prospects could be materially and adversely affected by any of these risks and uncertainties. If any of these risks actually occurs, the trading price of our common stock could decline and you might lose all or part of your investment. Our business, operating results, financial performance, or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material.
Risks Related to Our Business
We sustained losses since our organization, our financial statements have a going concern footnote and we cannot assure you that we can or will operate profitably.
We sustained a net loss of approximately $6.3 million for the year ended December 31, 2025, and our financial statements for the year ended December 31, 2025 have a going concern footnote. The loss in the year ended December 31, 2024 of approximately $35.0 million reflects a (i) a one-time non-cash stock compensation expense of $18.5 million (ii) a non-cash $7.5 million goodwill impairment representing an impairment charge of the entire balance of our goodwill associated with our China operations, and (iii) a $1.7 million non-cash income tax expense arising from an increase in the valuation allowance against deferred tax assets. The stock-compensation expense resulted from the treatment of compensation of equity-based incentives which became non-forfeitable upon the completion of our public offering. See Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations – Elimination of Forfeiture Provisions of Options upon Initial Public Offering. We cannot assure you that we can or will operate profitably. We did not generate any revenue from our China operations subsequent to 2021 through the date of this annual report, and we cannot assure you that we will conduct operations in China or generate any revenue from our China operations in the future or that we will not discontinue our China operations. Our failure to generate positive cash flows from operations and operate profitably may impair our ability to continue in business.
We have a working capital deficit of $20.4 million at December 31, 2025 and require substantial funding for our operations.
At December 31, 2025, we had a working capital deficiency of $20.4 million, cash and cash equivalents of $8.0 million and accounts receivable of $12.9 million. We will require additional funds for our operations. During the year ended December 31, 2025, we commenced our BESS operations, and we generated revenues of $60.2 million, or 66.1% of our revenue for the year from our first contract. At December 31, 2025, approximately $56.6 million of our accounts payable related to this contract. In addition, at December 31, 2025, we had current obligations of $14.3 million with respect to our convertible notes that are in default and are described in the following risk factors as well as secured obligations of $5.5 million to a related party and $2.5 million due to our chief executive officer. Because of our losses and the price of our common stock, which is below $1.00 per share as a result of which we received a notice from Nasdaq that we are in violation of the continued listing requirement that our closing bid price be at least $1.00, we may have difficulty raising funds for our operations on acceptable terms, if at all. Further, our financial condition, particularly our current debt obligation and our defaults, may affect our ability to market our BESS systems and we anticipate that we may require additional funds to financing these operations if we generate the business. The terms of any financing may result in significant dilution to our stockholders. Further, at December 31, 2025, we had an outstanding receivable from SPIC of approximately $1.0 million which relates to projects completed prior to 2022. Although we believe the receivable will be collected, and we anticipated collection during 2025, we can give no assurance as to when or whether we will collect the full amount in 2026. We cannot assure you that we will be able to raise the necessary funds and any such failure may affect our ability to continue in business.
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We are in default on $14.3 million principal amount of our convertible notes, which may result in the acceleration of the notes, and we will require funds to pay the notes.
From April 2023 through December 31, 2025, we did not pay annual principal installment payments and related quarterly interest payments when due which resulted in an event of default on some convertible notes. At December 31, 2025, the aggregate principal amount of $14.3 million is in default. During 2025 and 2024 we paid principal and interest on convertible debt for which the noteholders demanded payment. The default provisions of the notes provide that if an event of default occurs the outstanding principal amount of this note, plus accrued but unpaid interest and other amounts owing in respect thereof through the date of acceleration, shall become, at the holder's election, immediately due and payable in cash, and commencing five days after occurrence of any Event of Default that results in the eventual acceleration of the note, the interest rate on the note shall accrue at an interest rate of 12% per annum. Further, if an event of default occurs, the noteholders, together, have rights to foreclose on the collateral securing the notes. The collateral is the accounts receivable and inventory of the subsidiary that is party to the note, which are SREP and LED. With respect to notes in default for which SREP is a party in the principal amount of $11.8 million, at December 31, 2025, the collateral includes the accounts receivable and inventory on the BESS projects. Since, at December 31, 2025, there is an event of default on $14.3 million principal amount, the holders of all of these notes have the current right to accelerate payment on the full principal amount of their notes, in which event all of these notes with interest at 12% per annum may become due. Further, although we accrued interest at the stated interest rate of 4% since the noteholders did not demand acceleration, if they exercise their right of acceleration interest will be payable at 12%, commencing five days after the event of default, which will be an interest expense when the payment of the notes is accelerated. We cannot assure you that we will be able to pay the notes plus interest if the notes are accelerated. In addition, we cannot assure you that we will not incur any liability because of our failure to disclose the defaults in our financial statements for the years ended December 31, 2023 and 2024 and our quarterly financial statements for quarters within the years ended December 31, 2025, 2024 and 2023 and our treatment as long term liabilities the schedule payment due more than one year from the balance sheet date notwithstanding the right of the noteholders to accelerate payment. At December 31, 2025, the full amount of the principal and accrued interest at the stated interest rate is treated as current liabilities.
We cannot assure you that we will be able to operate our BESS systems business profitably.
During the year ended December 31, 2025, we entered into four contracts to perform EPC services for the construction of BESS systems. As of the date of this annual report we have not completed the construction of our first BESS systems and we have not commenced work for the three projects for which we signed contracts on December 31, 2025. These contracts are fixed price contracts, and we may not be able to recoup any increase in prices which we may incur. Further, we cannot assure you that we will generate a gross profit on these contracts and if we do not generate a significant gross profit on these contracts, we may not be able to operate profitably. Further, until we have demonstrated that we are able to construct a BESS system on time and on budget, we may have difficulty in securing contracts for these systems. We cannot assure you that we will be able to develop this business or operate this business profitable. Further, our need for capital, our working capital deficit, our default on convertible notes, the low price of our common stock, and the possibility that we may be delisted by Nasdaq may make it more difficult for us to obtain profitable contracts. In addition, inflation, including increased inflation resulting from the war against Iran and steps taken by Iran, may affect our ability to generate a profit from our BESS systems work.
We have relied on loans through the United States government’s EB-5 program, which loans need to be refinanced when they become due, either at maturity or upon accelerate of defaulted notes, and we cannot assure you that the limited partners will accept our proposed terms of the refinancing or, if we cannot refinance these loans that we will have the funds to pay the loans or be able to raise such funds on reasonable, if any, terms.
Two of our subsidiaries, SREP and LED, borrowed a total of $55.5 million from Clean Energy Funding (“CEF”) and Clean Energy Funding II (“CEF II”), respectively, who are related parties. CEF and CEF II are limited partnerships of which the general partner is a limited liability company owned by two of our directors, one of whom is the chief executive officer, and the other is a former executive officer/director, and which is managed by our chief executive officer and the former executive officer who was a 5% stockholder. The funding was made pursuant to the United States government’s EB-5 program, and the lenders made loans from the proceeds of capital contributions of the limited partners who made their investment as part of the EB-5 program. Under this program, which is administered by the United States Customs and Immigration Service, entrepreneurs (and their spouses and unmarried children under 21) are eligible to apply for a green card (permanent residence) if they make the necessary investment in a commercial enterprise in the United States and plan to create or preserve ten permanent full-time jobs for qualified United States workers. We are a commercial enterprise that creates permanent full-time jobs in the United States. The loans are secured and are payable 48 months from the date of the advance and are extended by the lender as may be necessary to meet applicable USCIS immigrant investor visa requirements, which is the date when the final step of the EB-5 visa process is completed and the immigrant investors, who are the limited partners of the lender, can become lawful permanent residents of the United States. The initial four-year term of all of the loans has expired and the loans are on extension until the limited partners have met the USCIS requirements. As the loans matured, we offered the limited partners, in lieu of the payment by the limited partnership of their capital contributions, a convertible note in the principal amount equal to their capital contributions to the partnerships, with a term of five years, with 20% of the principal amount being due on each of the first, second, third, fourth and fifth anniversaries of the date of issuance. The notes are secured by the same assets that secured the notes issued to the lenders. As of December 31, 2025 and March 15, 2026, notes to CEF and CEF II in the aggregate principal amount of $10.0 million and $9.0 million, respectively, were outstanding, and convertible notes in the principal amount of $43.5 million had been issued to former limited partners of CEF, of which principal payments of $23.9 million and $25.0 million, respectively, had been made on the anniversary of the respective dates of issuance, convertible notes in the principal amount of $3.0 million and $3.0 million, respectively, had been early redeemed for $2.1 million and $2.1 million, respectively, and the outstanding principal amount of $15.6 million was outstanding. During 2025, we paid the principal and interest on convertible notes in the principal of $200,000 following the exercise by the holder of her right to accelerate. The convertible notes that were issued prior to our initial public offering have a conversion price of $3.20, which is 80% of the public offering price. Convertible notes issued after our initial public offering are issued with a conversion price equal to 80% of the market price at the time the notes are issued. This conversion price ranges from $0.65 to $9.07, with an average conversion price of $1.58. With respect to the outstanding notes to CEF and CEF II, limited partners who made investments of $1.0 million can currently demand repayment from the lender of their investment in the partnership which made the loans to us, which can trigger a payment obligation on our subsidiary’s part. Because the date on which the remaining limited partners can demand repayment of their capital account is dependent upon the approval of their petition for permanent residency, we cannot predict when or whether such petition will be approved. We cannot assure you that we will have or be able to obtain the funds to pay the EB-5 loans when they mature, and our inability to pay or refinance these loans or pay the principal and interest at the default rate of 12% per annum on the notes on which there is a default if the holders exercise their right to accelerate could have a material adverse effect upon our business. To the extent that we are unable to refinance these obligations or pay the principal and interest on the note in default, we will use our available funds for such purpose or it may be necessary to modify the terms of the convertible notes. If the limited partners who have the right to demand repayment of their capital accounts exercise their right, which can trigger the maturing of loans in the total principal amount of $2.0 million, as of December 31, 2025, we may not have sufficient funds to make these payments, and we can give no assurance that we will be able to obtain funding from other sources or reasonable terms, if at all. As noted above, we are in default on the payment of convertible notes in the principal amount of $14.3 million at December 31, 2025.
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We require significant funds to pay our other debt obligations, including obligations to management.
Our debt obligations at December 31, 2025, in addition to the obligations described in the previous risk factor, accrued compensation of $2.4 million to our chief executive officer for the cancellation of restricted stock issued to him ($675,000) and for his deferred salary from 2019 through 2013 and deferred bonus from 2017 and 2018 ($1.7 million). Payment of these amounts has been deferred and they are currently being paid in twelve monthly installments commencing December 31, 2025. Our inability to obtain any financing we require could affect our ability to continue in business.
We did not generate any revenue for our Chinese segment since 2021 and we cannot assure you that we will not have to discontinue our Chinese operations.
We did not generate any revenue from our China operations during subsequent to 2021 and we do not have any agreements with respect to any project in China and we are not engaged in any negotiations and we are not engaged in any marketing activities in China. If we decide to recommence operations in China, we will require substantial funds to develop this business with no assurance of success, either with SPIC or other potential customers, and our operations will be subject to significant regulation relating to conducting business in China. If we are unable to generate profitable business in China, it may be necessary for us to discontinue our China operations. In the event that we discontinue our China operations, our historical financial statements will reflect the operations of our China operations as a discontinued operation.
Our failure to control our costs could impair our financial results.
Our cost of revenues and our operating expenses may increase significantly both in dollars and as a percentage of revenues. Unless we are able to reduce both our cost of revenues and our operating costs, we will not be able to operate profitably. There are many factors beyond our control that may affect our costs, such as the price of components, cost of labor and the availability of warehouse and office space at reasonable rents as well as the effect of competition, and recently, inflation. Further, as a public company we have additional expenses that we did not incur as a private company. Unless we are able to control our costs, we will not be able to operate profitably. We cannot assure you that we can or will operate profitably.
Changes in utility regulations and pricing could impair the market for our products.
The market for alternative energy products is affected by utility regulation and pricing policies. Changes in regulations or pricing could result in a significant reduction in the demand for solar products. Depending on the region, electricity generated by solar energy systems competes most effectively with expensive peak-hour electricity from the electric grid, rather than the less expensive average price of electricity. Modifications to the utility companies’ peak hour pricing policies affect the competitive nature of our systems. To the extent that we have to lower prices, the profitability of our systems could be impaired. In addition, any changes to government or internal utility regulations and policies that favor electric utilities rather than renewal energy such as solar could reduce our competitiveness and cause a significant reduction in demand for our products and services.
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Our business may be affected by increases in the price of solar energy products, including price increases resulting from the United States’ trade and tariff policies and the war against Iran.
The declining cost of solar panels has been a key factor in the pricing of our solar energy systems, which, in turn affects the potential customer’s decision to use solar energy. With any stabilization or increase of solar panel and other component prices, our ability to market our solar energy systems could be impaired, which would affect our revenues and gross profit. The cost of solar panels and raw materials could increase in the future due to tariff penalties or other factors. The U.S. government has imposed tariffs on solar cells, solar panels and aluminum used in solar panels manufactured overseas. These tariffs have increased the price of solar panels containing foreign manufactured solar cells. At present, we purchase solar panels containing solar cells and panels manufactured overseas for our United States installations. While solar panels containing solar cells manufactured inside the United States are not subject to these tariffs, the prices of these solar panels are, and may continue to be, more expensive than panels produced using overseas solar cells, before giving effect to the tariff penalties and the tariff policies may result in an increase in prices of domestic products and, to the extent that domestic products use foreign components or metal, the price of such products is likely to increase. If additional tariffs are imposed or other negotiated outcomes occur, as well as increased inflation resulting from the war against Iran and Iran’s response to attacks by the United States and Israel, our ability to purchase these products on competitive terms from those countries could be limited. Any of those events could impair our financial results if we incur the cost of trade penalties or purchase solar panels or other system components from alternative, higher-priced sources.
Changes in net metering regulations in California is likely to result has resulted in a reduced level of benefits, which is impairing the market for residential solar products.
Net metering is a billing mechanism that credits solar energy system owners for the electricity that they add to the electricity grid. If the owner of a solar system generates more electricity than it consumes, the excess electricity is sold back to the grid. California’s first net metering policy set a "cap” for the three investor-owned utility companies in the state: Pacific Gas & Electric (PG&E), San Diego Gas & Electric (SDG&E), and Southern California Edison (SCE). All three have reached their cap where total solar installations in each utility’s territory were capped at five percent of total peak electricity demand. The California Public Utilities Commission (CPUC) created the current program known as "Net Metering 2.0” (NEM 2.0) that extends California net metering. NEM 2.0 is slightly different from the first net metering policy. Under NEM 2.0, customers will still receive the retail credit for electricity produced but will be required to pay more in Non-Bypassable Charges. NEM 2.0 also requires new solar customers to pay a one-time Interconnection Application Fee, the amount of which is dependent upon the utility company. For systems under 1MW this fee is $132 for San Diego Gas & Electric, $145 for Pacific Gas & Electric, and $75 for Southern California Edison. NEM 2.0 customers are also required to use Time of Use (ToU) rates. The California Public Utilities Commission (CPUC) has adopted NEM 3.0 which establishes the successor to NEM 2.0 in California. NEM 3.0 features a 75% reduction in export rates (the value of excess electricity pushed onto the grid by solar systems), thereby reducing the overall savings and increasing the payback period of home solar installations. The changes under NEM 3.0 result in reduced benefits for most residential solar users and could alter the return on investment for solar customers.
To the extent that utility companies are not required to purchase excess electricity from owners of solar systems or are permitted to lower the amounts paid, the market for solar systems may be impaired. Because net metering can enable the solar system owner to further reduce the cost of electricity by selling excess electricity to the utility company, any elimination or reduction of this benefit would reduce the cost savings from solar energy. The recent changes in California’s net metering payments are reducing the market for residential solar installations to the extent that the installation of the homeowner’s decision to install a solar system is based on the benefits of the net metering structure, which has been modified to reduce the benefits to the home owner. In January 2024, we laid off a portion of our employees associated with the design and installation of residential solar systems in response to a slowdown in demand after NEM 3.0 took effect in April 2023. The layoff represented approximately 25% of our residential solar system design and installation team. Approximately half of the employees who were laid off had been hired in late 2022 to help install our growing backlog of residential solar systems under contract in anticipation of NEM 3.0, and the contracts representing that backlog were completed during 2023. We may need to revise our pricing metrics to reflect the change resulting from NEM 3.0 in order for the purchase of a solar system to be economically attractive to the customer, which may result in lower prices and reduced margins. Although our business plan contemplates that the near-term impact of NEM 3.0 on residential solar contracts will be offset by commercial solar contracts for which we use third-party subcontractors to complete the installations, we cannot assure you that our overall business will not be impacted by the effects of NEM 3.0 or that we will be able to develop our commercial solar business. Our significant decrease in both revenue and gross margin in the nine months ended September 30, 2024 from the comparable period of 2023 reflect both a surge in revenue in 2023 in anticipation of the effectiveness of NEM 3.0 in April 2023 and a sharp decline in revenue resulting from the effectiveness of NEM 3.0. We cannot assure you that net metering will not be eliminated or the benefits significantly reduced for future solar systems, which may dampen the market for solar energy or that our sales, particularly for residential units, will not be impaired.
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We may be subject to cybersecurity risks.
We face significant and persistent cybersecurity risks due to the need to protect both our business generally and any transaction which we are considering or with respect to which we are in negotiation, as well as the need to protect the confidentiality of information concerning our personnel and others with whom we conduct business. We face threats from bad actors who seek to disrupt our business as well as others who are engaging in malicious activities for profit, to make a political point or for no particular reason other than creating disruption. Disclosure of certain information as a result of a cybersecurity breach may result is a breach of privacy laws. The substantial level of harm that could occur to us and those with whom we conduct business were we to suffer impacts of a material cybersecurity incident requires us to maintain robust governance and oversight of these risks and to implement mechanisms, controls, technologies, and processes designed to help us assess, identify, and manage these risks.
While we have not, as of the date of this annual report, experienced a cybersecurity threat or incident, we cannot assure you that we will not experience such an incident in the future. Any cybersecurity incidents, whether or not successful, could result in our incurring additional costs related to, for example, rebuilding our internal systems, implementing additional threat protection measures, responding to regulatory inquiries or actions, paying damages or making payments to obtain access to our computer systems, or taking other remedial steps with respect to third parties. We cannot assure you that the steps we are taking will not be successful in preventing a cybersecurity breach, that we will not suffer cybersecurity breaches or that we will not incur significant expenses in seeking to deal with the consequences of any attempted or successful cybersecurity breaches or that, if we suffer a material cybersecurity breach that we will be able to continue in business following such breach.
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We may be subject to liability if private information that we receive is not secure or if we violate privacy laws and regulations.
We are or may become subject to a variety of laws and regulations in the United States and abroad regarding privacy, data security, cybersecurity and data protection. These laws and regulations are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly with respect to foreign laws. In particular, there are numerous United States federal, state, and local laws and regulations and foreign laws and regulations regarding privacy and the collection, sharing, use, processing, disclosure, and protection of personal information and other user data. Such laws and regulations often vary in scope, may be subject to differing interpretations, and may be inconsistent among different jurisdictions.
In June 2018, California adopted the California Consumer Privacy Act ("CCPA”), which became effective in 2020. Under the law, any California consumer has a right to demand to see all the information a company has saved on the consumer, as well as a full list of all the third parties that data is shared with. The consumer also has the right to request that a company delete the information it has on the consumer. The CCPA broadly defines "protected data.” The CCPA also has specific requirements for companies subject to the law. The CCPA provides for a private right of action for unauthorized access, theft or disclosure of personal information in certain situations, with possible damage awards of $100 to $750 per consumer per incident, or actual damages, whichever is greater. The CCPA also permits class action lawsuits.
In November 2016, the Standing Committee of China’s National People’s Congress passed China’s first Cybersecurity Law ("CSL”), which became effective in June 2017. The CSL is the first Chinese law that systematically lays out the regulatory requirements on cybersecurity and data protection, subjecting many previously under-regulated or unregulated activities in cyberspace to government scrutiny. The legal consequences of violation of the CSL include penalties of warning, confiscation of illegal income, suspension of related business, winding up for rectification, shutting down the websites, and revocation of business license or relevant permits. The costs of compliance with, and other burdens imposed by, CSL may limit the use and adoption of our products and services and could have an adverse impact on our business.
The European Union Parliament approved a new data protection regulation, known as the General Data Protection Regulation ("GDPR”), which came into effect in May 2018. The GDPR includes operational requirements for companies that receive or process personal data of residents of the European Economic Area. The GDPR imposes significant penalties for non-compliance. Although we do not conduct any business in the European Economic Area, in the event that residents of the European Economic Area access our website and input protected information, we may become subject to provisions of the GDPR.
We are also subject to laws restricting disclosure of information relating to our employees. We strive to comply with all applicable laws, policies, legal obligations, and industry codes of conduct relating to privacy, data security, cybersecurity and data protection. However, given that the scope, interpretation, and application of these laws and regulations are often uncertain and may be conflicting, it is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Any failure or perceived failure by us or our third-party service-providers to comply with our privacy or security policies or privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other user data, may result in governmental enforcement actions, litigation, or negative publicity, and could have an adverse effect on our business and operating results. Although we maintain cybersecurity insurance, we cannot assure you that this insurance will cover or satisfy any claim made against us or adequately cover any defense costs we may incur.
In addition, we are required to report security breaches and describe steps we are taking to address potential cybersecurity threats.
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Pandemics and epidemics, natural disasters, war, terrorist activities, political unrest, the relationship between China and the United States and other outbreaks could disrupt our delivery and operations, which could materially and adversely affect our business, financial condition, and results of operations.
Global pandemics, epidemics in China or elsewhere in the world, or fear of spread of contagious diseases, such as Ebola virus disease (EVD), coronavirus disease 2019 (COVID-19), Middle East respiratory syndrome (MERS), severe acute respiratory syndrome (SARS), H1N1 flu, H7N9 flu, avian flu and monkeypox, as well as hurricanes, earthquakes, tsunamis, or other natural disasters and political unrest and the relationship between the United States and China could disrupt our business operations, reduce or restrict our operations and services, incur significant costs to protect our employees and facilities, or result in regional or global economic distress, which may materially and adversely affect our business, financial condition, and results of operations. Actual or threatened war, terrorist activities, political unrest, civil strife, including the war against Iran and the actions taken by Iran, and the conflicts between Israel and Lebanon and Hamas or any other hostilities in the Middle East and other geopolitical uncertainty could have a similar adverse effect on our business, financial condition, and results of operations. Any one or more of these events may impede our operation and delivery efforts and adversely affect our sales results, or even for a prolonged period of time, which could materially and adversely affect our business, financial condition, and results of operations.
Our business would be impaired if we lose our licenses, if more stringent government regulations are enacted or if we fail to comply with the growing number of regulations pertaining to solar energy and consumer financing industries.
Our business is subject to numerous federal and state laws and regulations. The installation of solar energy systems performed by us is subject to oversight and regulation under local ordinances, building, zoning and fire codes, environmental protection regulation, utility interconnection requirements, and other rules and regulations.
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| · | require specific disclosures and the use of special contract forms. |
Non-compliance with certain consumer disclosure requirements related to home solicitation sales and home improvement contract sales affords residential customers with a right to rescind such contracts in some jurisdictions, including California. The number of laws affecting both aspects of our business continues to grow.
We can give no assurances that we will properly and timely comply with all laws and regulations that may affect us. If we fail to comply with these laws and regulations, we may be subject to civil and criminal penalties.
A material decrease in the retail price of electricity from the local utility company or from other sources would affect our ability to generate revenues.
We believe that a customer’s decision to buy a solar energy system from it is primarily driven by a desire to pay less for electricity. Decreases in the retail prices of electricity from utility companies or other renewable energy sources, which is not likely in the foreseeable future as a result of climbing energy prices, would impair our ability to offer competitive pricing which would, in turn, affect our ability both to generate revenue and to maintain gross margins. The price of electricity from utility companies could decrease as a result of such factors as a reduction in the price of oil or natural gas as a result of new drilling techniques or a relaxation of associated regulatory standards; the development of energy conservation technologies and public initiatives to reduce electricity consumption; the construction of a significant number of new power generation plants, including nuclear, natural gas or renewable energy technologies.
Often large commercial customers pay less for energy from utility companies than residential customers. To the extent that utility companies offer commercial customers a lower rate for electricity, they may be less willing to switch to solar energy. Under such conditions, we may be unable to offer solar energy systems in commercial markets that produce electricity at rates that are competitive with the price of retail electricity they are able to obtain from the local utility company. In such event, we would be at a competitive disadvantage compared to the local utility company and may be unable to attract commercial customers, which would impact our revenues.
Changes in regulations relating to fossil fuel can impact the market for renewable energy, including solar.
The market for renewable energy in general and solar energy in particular is affected by regulations relating to the use of fossil fuel and the encouragement of renewable energy. To the extent that changes in regulations have the effect of reducing the cost of gas, oil and coal or encouraging the use of such fuels, the market for solar systems may be impaired.
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Solar energy and other forms of renewable energy compete with other forms of energy and the attractiveness of solar energy reflects the cost of electricity from the local grid.
Solar energy competes with other all other forms of energy, including, particularly local utility companies, whose pricing structure effectively determines the market for solar energy. If consumers, whether residential or commercial, believe that they are paying and will continue to pay too much for electricity from a local utility company, they may consider other alternatives, including alternative providers of electricity from local utility companies as well as forms of renewable energy. If they are in a location where, because of the climate and geography, solar energy is a possibility, they may consider solar energy as an alternative, provided they are satisfied that they will receive a net savings in their cost of electricity and their system will provide them with a constant source of energy. Further, although some customers may purchase a solar energy system because of environmental considerations, we believe that the cost of electricity is the crucial factor that influences the decision of a user, particularly a commercial user, to elect to use solar energy.
Within the solar energy market, we face intense and increasing competition in the market of solar energy system providers, which exposes us to the risk of reduction of our market penetration and of our gross margin.
The solar energy system installation market is highly and increasingly competitive. The number of new solar energy installation businesses that have entered the industry in California has almost doubled since 2008 when we commenced business. We compete with major companies in the solar business, particularly in California, as well as a large number of small companies. The solar energy industry may continue to expand and possibly consolidate. We may continue to encounter increasing competition from larger companies that have greater resources than we and which would enjoy more economies of scale and greater name recognition than we have. Further, increasing competition may also lead to an excessive supply of solar energy installation services on the market which could continue to affect both our ability to generate revenue as well as our gross margin. To the extent that our ability to provide financing to our customers is an important element in selling our systems, we will compete with both other solar companies that provide financing and with banks, leasing companies and other businesses that seek to offer financing alternatives to purchasers of solar systems. Since early 2020, because we did not have the capital to support such operations, we suspended making loans to our solar customers.
The results of our operations may vary significantly from quarter to quarter.
In our experience in the United States, consumers generally, and residential customers in particular, express interest in a solar energy system during March and April, when they are preparing their tax returns, and in July and August, when they experience high electricity charges from the local utility company. Since the selling cycle for residential systems is typically three to four months, we generally install systems two to three months after the contract date, and we recognize revenue using a cost-based input method that recognizes revenue as work is performed. If we cannot complete a sale to a customer when the customer expresses interest in a solar system, that potential customer may seek alternative sources. Factors which may cause our quarterly results to fluctuate include:
| · | local weather and climate conditions and long-term projected climate developments, including the effects of wildfires, unusually heavy rain and floods in California and climate change generally, which may affect both our ability to enter into contracts for the installation of solar systems and our ability to complete the construction and installation in a timely manner and may result in financial obligation to customers pursuant to production guarantees; |
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| · | our ability to expand our operations and the timing of any expansion; |
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| · | changes in competitors’ pricing and financing policies and other changes in the competitive environment in the solar energy industry; |
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| · | pricing policies of local electricity providers; |
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| · | gas and oil prices; and |
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| · | changes in customer demands for solar energy systems. |
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If we commence operations in China, the results of our China operations may also vary significantly from quarter to quarter since revenue from our China operations would be dependent upon both the timing of contracts and the timing of our work and the completion of our obligations on projects for which we have contracts and our ability to price our work to generate a profit on the project. Changes in revenue and the results of any operations in China from quarter to quarter may have a negative effect on our net income and the market for and price of our common stock and may also affect our cash requirements to the extent that there is a delay in receipt of payment following the completion of the work for which payment is required. The last year in which we generated revenue from our China operations was 2021, and all of our revenue in that year was generated in the second quarter. We had no revenue from the China operations for subsequent to 2021 through the date of this annual report, and we have no contracts in place for us to perform any services in China, are not engaged in negotiations and have no marketing effort in China.
Because we are dependent on our chief executive officer, the loss of his services and our failure to hire additional qualified key personnel could harm our business.
Our business is largely dependent upon the continued efforts of one of our founders and our chief executive officer, David Hsu. Although we have an employment agreement with Mr. Hsu, this agreement does not guarantee that Mr. Hsu will continue to work for us. The loss of Mr. Hsu could affect our ability to operate profitably in both the United States and China. If we recommence operations in China, we will need to engage experience executive and operational personnel, and we would be competing with other companies, including Chinese companies, for such personnel. If we are unable to engaged qualified personnel in a timely manner we may not be able to conduct business in China. Further, because our senior management is based in the United States, if we recommence operations in China, our failure to develop senior management personnel in China may strain our management resources and make it difficult for our corporate management to monitor both the China operations and United States operations efficiently. Our failure to have qualified executive personnel in China who can operate in accordance with and implement our business plan and who understand and can comply with applicable United States and Chinese laws and regulations may impair our ability to generate revenue and operating income from the China operations, which could impair our overall operations and financial condition and could prevent our ability to conduct business in China.
In order to develop our business, we need to identify, hire and retain qualified sales, installation and other personnel.
To develop our business, we need to hire, train, deploy, manage and retain a substantial number of skilled employees, including sales, installation and other employees and marketing and, if we engage in financing activities, lending personnel for these activities. Identifying, recruiting and training qualified personnel requires significant time, expense and attention. If we are unable to hire, develop and retain qualified personnel or if our personnel are unable to achieve the desired level of productivity for a reasonable period of time, we may have difficulty in developing our business. Competition for qualified personnel in the solar industry is increasing, particularly for skilled installers and other personnel involved in the installation of solar energy systems. We also compete with the homebuilding and construction industries for skilled labor. As these industries recover and seek to hire additional workers, our cost of labor may increase. The unionization of our United States labor force could also increase our labor costs. Shortages of skilled labor could significantly delay a project or otherwise increase costs. Because our profit on a particular installation is based in part on assumptions as to the cost of such project, cost overruns, delays or other execution issues may cause us to not achieve our expected margins or cover our costs for that project. In addition, we compete for a limited pool of technical and engineering resources in the United States and, if we seek to conduct business in China, in China that requires us to pay wages that are competitive with relatively high regional standards for employees in these fields. We not only compete for highly qualified personnel, but we also face other companies seeking to hire our personnel, particularly our highly skilled personnel. If we cannot meet our hiring, retention and efficiency goals, we may be unable to complete the customers’ projects on time, in an acceptable manner, if at all. Any significant failures in this regard would materially impair our growth, reputation, business and financial results. If we are required to pay higher compensation than we anticipate, the increased cost may adversely impact our financial results and our ability to develop our business.
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Although our employees in the United States are co-employed by a professional employer organization, we may be liable for the failure of the organization to comply with our obligations under applicable law.
We contract with a professional employer organization, or PEO, that administers our human resources, payroll and employee benefits functions for our United States employees. Although we recruit and select our personnel, our United States employees are co-employed by the PEO and us. Pursuant to the agreement with the PEO, our United States personnel are compensated through the PEO, receive their W-2s from the PEO and are governed by the personnel policies of the PEO. This relationship permits management to focus on our operations rather than human resource administration, but this relationship also exposes us to some risks. Among other risks, if the PEO fails to adequately withhold or pay employer taxes or to comply with other laws, such as the Fair Labor Standards Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act or state and federal anti-discrimination laws, health and safety laws, sexual harassment laws and laws protecting the security of employee information, all of which are outside of our control, we would be liable for such violations, and the indemnification provisions of our agreement with the PEO, if applicable, may not be sufficient to insulate us from those liabilities. Court and administrative proceedings related to these matters could distract management from our business and cause us to incur significant expense. If we were held liable for violations by the PEO of applicable laws, such liability may adversely affect our business and the results of our operations and our cash flow.
Since we act as a general contractor in the United States, we face typical risks of a construction company.
We act as the licensed contractor for our United States customers and are subject to risks associated with construction, cost overruns, delays, regulatory compliance and other contingencies, any of which could have a material adverse effect on our business and results of operations. For our residential projects, it is the general contractor, construction manager and installer. For our commercial projects, we are the general contractor and construction manager, and we typically rely on licensed subcontractors to support some of our solar panel installations. In either case we are responsible for the completion of the project and must take steps to make sure that we and our subcontractors comply with all applicable laws and regulations. We may be liable to customers for any damage we cause to their home or facility, or belongings or property during the installation of our systems. In addition, shortages of skilled labor for our commercial projects could significantly delay a project or otherwise increase costs. Because our profit on a particular installation is based in part on assumptions we make as to the cost of such project, cost overruns, delays or other execution issues may impair our ability to generate the gross margins that we are seeking. In addition, the installation of solar energy systems and the evaluation and modification of buildings as part of our energy efficiency business is subject to oversight and regulation in accordance with national, state and local laws and ordinances relating to building codes, safety, environmental protection, utility interconnection and metering, and related matters. It is difficult and costly to track the requirements of every individual authority with jurisdiction over our installations and to design solar energy systems to comply with these varying standards. Any new government regulations or utility policies pertaining to our systems may result in significant additional expenses to us and our customers and, as a result, could cause a significant reduction in demand for our systems.
Compliance with occupational safety and health requirements and best practices can be costly, and noncompliance with such requirements may result in potentially significant monetary penalties, operational delays and adverse publicity.
The installation of solar energy systems requires employees to work at heights with complicated and potentially dangerous electrical systems. The evaluation and modification of buildings as part of our energy efficiency business requires our employees to work in locations that may contain potentially dangerous levels of asbestos, lead or mold. There is substantial risk of serious injury or death if proper safety procedures are not followed. Our operations are subject to regulation under the U.S. Occupational Safety and Health Act, or OSHA, and equivalent state laws. Changes to federal or state OSHA requirements, or stricter interpretation or enforcement of existing laws or regulations, could result in increased costs. If we fail to comply with applicable OSHA regulations, even if no work-related serious injury or death occurs, we may be subject to civil or criminal enforcement and be required to pay substantial penalties, incur significant capital expenditures, or suspend or limit operations. Any such accidents, citations, violations, injuries or failure to comply with industry best practices may subject us to adverse publicity, damage our reputation and competitive position and adversely affect our business.
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The availability and price of silicon raw materials may affect our gross margins and profitability.
Polysilicon is an essential raw material in the production of solar power products. The costs of silicon wafers and other silicon-based raw materials have accounted for a large portion of the costs associated with solar panels. Although the price of silicon had declined in recent years, recent increases in the price of polysilicon in the past have resulted in increases in the price of wafers, leading to increases solar panel costs. Due to the volatile market prices, we cannot assure you that the price of polysilicon will remain at its current levels particularly in view of inflationary pressures, especially if the global solar power market gains its growth momentum. Moreover, in the event of an industry-wide shortage of polysilicon, we may experience late or non-delivery from suppliers and it may be necessary for us to purchase silicon raw materials of lower quality that may result in lower efficiencies and reduce our average selling prices and revenues.
Our business is subject to the effects of inflation and has been subject to supply chain issues.
Our business is subject to the inflationary pressures that are affecting many domestic and foreign companies.
The effects of inflation and supply side issues with respect to polysilicon are described in the preceding risk factor.
The effects of inflation may also affect the marketability of our solar systems to residential users. Our cost of revenue per watt of solar systems, which made up approximately 22% of our cost of revenues, increased approximately 20% in 2025 compared to the same period a year ago. Although we have been able to increase the selling price, our ability to increase is limited by competition, which resulted in our increase in 2025 of only 13%, a lower increase than the increase in our unit cost of revenue which resulted in a lower margin. We will continue to source panels at the best available prices, there is no assurance we can continue to source panels at more favorable prices. We have increased the price of solar system installations to offset this increase in cost. Our cost, even of domestic products, may also be affected by tariffs imposed by the United States and counter-tariffs imposed by other countries. The increase in prices due to inflation may also affect the marketability of our solar systems. To the extent that homeowners are incurring high expenses generally, they may have less available cash to invest in a solar system. Although we do not have any data as to the effect of higher utility costs on purchases of solar systems, it has been our experience that, as inflationary pressures are increasing the cost of electricity generally, our domestic business has grown as homeowners are seeking alternatives to what they see as high utility bills. As a result, we have been able to increase our prices which has reduced the effect of increased prices of raw materials. In 2024, our unit cost of revenue increased by 20%, which was partially offset by an increase in unit price of 14%. However, competitive factors limit the amount we can increase our prices, and our price increases have reduced what would otherwise have been a greater decline in gross margin. We are seeking to reduce the effect of increased prices in raw materials by purchasing in greater quantities. However, to the extent inflation continues or increases, we may not be able to raise prices sufficiently to prevent a significant decline in our gross margins and the results of our operations, and if our prices are too high, the residential customer may not see the value of installing our solar system.
Because we derive most of our residential solar system revenue from sales of our solar energy systems in California, we depend on the economic and regulatory climate and weather and other conditions in California.
We currently derive most of our residential solar system revenue from solar energy projects from California. This geographic concentration exposes us more to government regulations, economic conditions, weather conditions, earthquakes, mudslides, fire, including wildfires, power outages, and other natural disasters and effects of climate change, and changes affecting California than if we operated in more states. We cannot predict the effect of the recent forest fires, heavy rains and flooding in California will have on both the market for solar systems in California and on our business in particular and on our ability to solar systems in a timely manner. Any inability to install solar systems in a timely manner, whether because of wildfires, heavy rain or flooding or other causes will also affect the timing of our revenue flow. Furthermore, these conditions may impact our systems’ ability to meet the production guarantee, which would result in payment obligations if our systems fail to meet production guarantees.
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Because we provide a production guarantee for some solar systems in California, we may incur additional costs if the output of our systems does not meet the required minimums.
Commencing in 2015, our standard contract for residential systems provides for a production guarantee, which means that we guarantee that the system would generate a specified minimum amount of solar energy during a year. The agreements generally have a term specified in the contract, which is generally ten years. In our standard contract, we specify a minimum annual production and provide that if the power generated by the system is less than 95% of the estimate, we will reimburse the owner for the cost of the shortfall. Because our obligations are not contingent upon external factors, such as sunlight, changes in weather patterns or increases in air pollution, unusual rain, flooding and wildfires and other factors could affect the amount of solar power that is generated and could increase our exposure under the production guarantee. Although our obligations under these agreements have not been significant through December 31, 2024, we cannot assure you that in the future any obligations we have under these agreements will not have a material adverse effect upon our revenue and the results of our operations. Although we believe that the conditions relating to those installations were unique and that we have taken corrective action, we cannot assure you that we will not have unanticipated liability in the future for the failure of systems to comply with applicable production guarantees regardless of the cause of such failure.
Our warranty costs may exceed our warranty reserve.
We provide warranties to the clients of our EPC services for one year in China and for up to 25 years to the purchasers of our solar systems in the United States. Although we generally pass the warranties from our equipment suppliers to the purchasers of the systems, we provide the warranty with respect to our installation and related services. We maintain a warranty reserve on our financial statements, and our warranty claims may exceed the warranty reserve. Any significant warranty expenses could adversely affect our financial condition and results of operations. Our warranty expenses relating to systems with a production guarantee may be affected by significant changes in weather conditions which substantially reduce sun exposure. Significant warranty problems could impair our reputation which could result in lower revenue and a lower gross margin. Although we believe that the problems associated with the systems installed for the leasing company do not apply to our present solar systems, we cannot assure you that we will not incur unanticipated warranty costs in the future.
Because of the rapid development of solar panels and other components for solar systems, we may be subject to inventory obsolescence.
The solar industry has seen rapid technological development. We have an inventory of raw materials that include silicon wafers and other consumables and construction materials used in solar system installations. We evaluate our inventory on a quarterly basis for excess and obsolete inventory, based on assumptions as to market demand, market conditions and technological developments. We cannot assure you that we will not incur significant inventory write-offs resulting from obsolete inventory.
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If we seek to expand our business through acquisition, we may not be successful in identifying acquisition targets or integrating their businesses with our existing business.
In 2013 and 2015, we acquired three companies, LED in the United States in 2013 and two companies in China. In 2015, we incurred impairment losses in connection with the LED acquisition, resulting in impairment write-offs relating to the goodwill associated with the acquisition, and in 2024, we recognized impairment charge for the entire balance of the goodwill associated with our China operations of $7.5 million, which related to our 2015 acquisition of the two companies in China. There are significant risks associated with any acquisition program, including, but not limited to, the following:
| · | We may incur significant expenses and devote significant management time to the acquisition, and we may be unable to consummate the acquisition on acceptable terms. |
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| · | If we identify an acquisition, we may face competition from other companies in the industry or from financial buyers in seeking to make the acquisition. |
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| · | The integration of any acquisition with our existing business may be difficult and, if we are not able to integrate the business successfully, we may not only be unable to operate the business profitably, but management may be unable to devote the necessary time to the development of our existing business; |
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| · | The key employees who operated the acquired business successfully prior to the acquisition may not be happy working for us and may resign, thus leaving the business without the necessary continuity of management. |
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| · | Even if the business is successful, our two senior executive officers may need to devote significant time to the acquired business, which may distract them from their other management activities. |
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| · | If the business does not operate as we expect, we may incur an impairment charge based on the value of the assets acquired. |
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| · | We may have difficulty implementing and maintaining the necessary quality control over the acquired business and our products and services. |
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| · | To the extent that an acquired company operates at a loss prior to our acquisition, we may not be able to develop profitable operations following the acquisition. |
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| · | Problems and claims relating to the acquired business that were not disclosed at the time of the acquisition may result in increased costs and may impair our ability to operate the acquired company. |
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| · | The acquired company may have liabilities or obligations and cybersecurity issues or problems which were not disclosed to us, or the acquired assets may not have the value we anticipated. |
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| · | Any indemnification obligations of the seller under the purchase agreement may be inadequate to compensate us for any loss, damage or expense which we may sustain, including undisclosed claims or liabilities. |
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| · | To the extent that the acquired company is dependent upon our management to maintain relationships with existing customers, we may have difficulty in retaining the business of these customers if there is a change in management. |
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| · | Government agencies may seek damages after we make the acquisition for conduct which occurred prior to the acquisition and may not have adequate recourse against the seller. |
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| · | We may require significant capital both to acquire and to operate the business, and the capital requirements of the business may be greater than we anticipated. Our failure to obtain capital on reasonable terms may impair the value of the acquisition and may impair our continuing operations. |
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| · | The acquired company may be impacted by unanticipated events, such as a pandemic such as the COVID-19 or other pandemic, the effect of climate changes, international conflicts or hostilities or social unrest or other factors over which we or the acquired company may have no control. |
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Our business is largely dependent upon government subsidies and incentives.
The solar energy industry depends on the continued effectiveness of various government subsidies and tax incentive programs existing at the federal and state level to encourage the adoption of solar power. Government policies, in the form of both regulation and incentives, have accelerated the adoption of solar technologies by businesses and consumers. We and our customers benefit from these regulations in the form of federal tax incentives, state utility rebates and depreciation. Because of the high cost of installing solar energy systems, the existence of tax incentives as well as regulations requiring utility companies to purchase excess power from solar energy systems connected to the grid are important incentives to the installation of a solar energy system. California’s adoption of NEM 3.0 has had a negative impact on the purchase of solar energy systems in California, as reflected in our decline in revenue from 2023 to 2024. Should any of the incentives be discontinued or materially reduced, our business and the results of our operations may be impaired. United States government policies that favor gas and oil over renewable energy including solar and wind may adversely affect our ability to sell our solar systems.
United States trade policy affects our ability to purchase domestic solar panel and pricing generally.
One of the effects of the United States tariffs on imported solar panels, including solar panel from China, is an increased demand for products manufactured in the United States which may affect both our ability to purchase solar panels and the price and other terms at which solar panels are available to us. Our inability to obtain domestically produced solar panels at a reasonable cost can impair our ability to generate revenue and maintain reasonable gross margins. Furthermore, to the extent that the United States imposes tariffs on goods generally and other countries impose counter-tariffs, our business could be impaired as a result of higher prices resulting from the tariffs which we may not be able to pass along our customer.
Two of our directors are located outside of the United States; therefore, investors may not be able to enforce federal securities laws or their other legal rights against those directors located outside the United States.
All of our executive officers and directors are located in the United States except that two directors are located in China. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon those directors located outside the United States, to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on them under United States securities laws. In particular, the PRC does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States and many other countries and regions. Therefore, recognition and enforcement in the PRC of judgments of United States courts in relation to any matter not subject to a binding arbitration provision may be difficult or impossible. There is uncertainty as to whether the courts of the PRC would enforce judgments of United States courts obtained against these persons predicated upon the civil liability provisions of the United States federal and state securities laws. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States. Under the PRC Civil Procedures Law, foreign shareholders may originate actions based on PRC law against a company in China for disputes if they can establish sufficient nexus to the PRC for a PRC court to have jurisdiction, and meet other procedural requirements, including, among others, the plaintiff must have a direct interest in the case, and there must be a concrete claim, a factual basis and a cause for the suit. It will be, however, difficult for U.S. shareholders to originate actions in the PRC against us or our directors who are located in the PRC in accordance with PRC laws because we are incorporated under the laws of the State of Nevada and it will be difficult for U.S. shareholders, by virtue only of holding our common stock, to establish a connection to the PRC for a PRC court to have jurisdiction as required under the PRC Civil Procedures Law. In addition, it also takes the costs and time for U.S. shareholders to take such court procedures in order to enforce liabilities and judgments in China. As a result of the foregoing, it would be very expensive and time-consuming for a stockholder to either seek to enforce a U.S. judgment in China or to commence an action in a Chinese court, with a strong likelihood that the stockholder will not be successful.
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Risks Related to our Common Stock
We had a significant deficiency in our internal controls over financial statements presentation and disclosure which was remediated as of December 31, 2025. Although such significant deficiency does not constitute a material weakness in our internal controls, it may have an adverse impact on the market price of, and the market for, our common stock.
The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls, internal control over financial reporting, and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. If we are not able to protect our computer system, including our financial records and client and personnel information, against cybersecurity attacks, including ransomware attacks, we may not be able to maintain effective disclosure controls or internal controls over financial reporting.
From April 2023 through December 31, 2025, we did not make the required payments of principal and interest on some of our convertible notes, which resulted in an event of default under the terms of the notes. As a result, the holders of the notes had the right to accelerate payment on the principal amount of notes which would require payment of interest at the annual rate of 12% per annum, rather than the 4% stated interest rate. We did not disclose these defaults in our financial statements for the years ended December 31, 2024 and 2023 or in our quarterly financial statements in the years ended December 31, 2025, 2024 and 2023. At December 31, 2025, the aggregate principal amount of these notes was $14.3 million, all of which $10.7 million is treated as short-term liabilities. Since April 2023, one holder has demanded payment of principal in the amount of $200,000 and we paid the full principal amount with interest. We assessed these disclosure failures and concluded that our failure to record such defaults in our financial statements and the classification of the long-term portion of the convertible notes where the holder has the right to accelerate as long-term debt notwithstanding the right of the holders to accelerate payment is a significant deficiency in our internal controls over financial statements presentation and disclosure which was remediated as of December 31, 2025. Although the failure to report such defaults constitutes a significant deficiency in our internal controls, we do not believe such significant deficiency constitutes a material weakness in our internal controls over financial reporting based on our consideration of our current financial position and results of our operations.
Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our internal controls may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could adversely affect our operating results, or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal controls could also adversely affect the results of operations. Ineffective disclosure controls and procedures and internal control over financial reporting as well as our failure to disclose the events of default on our convertible notes, even if they do not rise to a material weakness, could cause investors to lose confidence in our reported financial and other information which could adversely impact the market for and the price of our common stock.
In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended and are continuing to expend significant resources, including accounting-related costs, and provide significant management oversight. Any failure to maintain the adequacy of our internal controls, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and materially and adversely affect our ability to operate our business. In the event that our internal controls are perceived as inadequate or that we are unable to produce timely or accurate financial statements, investors may lose confidence in our operating results, and the stock price of our ordinary shares could decline. In addition, if we are unable to continue to meet these requirements, we may not be able to maintain listings on Nasdaq.
Our independent registered public accounting firm is not required to attest to the effectiveness of our internal controls over financial reporting and will not be required to attest to such effectiveness as long as we continue to be an emerging growth company. At such time as our independent registered public accounting firm is required to attest to the effectiveness of our internal controls, such firm may issue a report that our internal controls are not effective if it is not satisfied with the level at which our controls are documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business and operating results.
An active, liquid and orderly trading market for our common stock may not be maintained, and our stock price is volatile.
We cannot predict the nature of the market for our common stock, and we cannot assure you that an active, liquid or orderly trading market for our common stock will be maintained. Since we completed our initial public offering, the market price for our common stock has been volatile, with a high of $15.82 per share and a low of $0.60 per share. If there is no active, liquid or orderly market for our common stock, the reported bid and asked price at the time you seek to purchase or sell shares may not reflect the price at which you could either buy or sell shares of our common stock.
Because the price of our common stock on Nasdaq is less than $1.00 per share, we have received a notice from Nasdaq that we do not meet the continued listing requirement that our stock price maintain a minimum bid price of $1.00.
On March 3, 2026, we received a notice from The Nasdaq Stock Market that we do not meet Nasdaq’s continued listing requirement of Rule 5550(a)(2) that we maintain a minimum bid price of $1.00 per share. The Nasdaq rules provide that we have a compliance period of 180 calendar days to regain compliance. This period expires on August 31. 2026. To become compliant, the closing bid price of our common stock must be at least $1.00 for a minimum of ten consecutive business days. In the event we do not regain compliance within such 180 day period, we may be eligible for additional time. To qualify, we will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and we will need to provide written notice of our intention to cure the deficiency during the second 180-day compliance period, by effecting a reverse stock split, if necessary. However, if it appears to Nasdaq staff that we will not be able to cure the deficiency, or if we are otherwise not eligible, Nasdaq will provide notice that our securities will be subject to delisting. If we choose to implement a reverse stock split to increase the bid price of our common stock, which we may consider, we must complete the split no later than ten business days prior to the expiration of the applicable compliance period. In the event we do does not regain compliance with the rule prior to the expiration of the applicable compliance period, we will receive written notification that our securities are subject to delisting. The Nasdaq rules also provide that if during any compliance period a company’s security has a closing bid price of $0.10 or less for ten consecutive trading days, the Listing Qualifications Department shall issue a Staff Delisting Determination under Rule 5810 with respect to that security. We cannot assure you that we will be able to meet the requirement for a continued listing of our common stock on Nasdaq. Further, if we effect a reverse split, which requires stockholder approval, we can give no assurance that the market price per share of our common stock, post reverse split, will not suffer a significant decline.
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The price of our common stock may be affected by a number of factors.
Factors that may affect our common stock include the following:
| · | the perception of our ability to meet the Nasdaq continued listing requirements; |
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| · | the perception of our ability to raise funds we require from time to time, including funds to pay our outstanding debt, including convertible debt with respect to which we are in default, and terms on which we issue securities in private equity transactions; |
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| · | the perception of our ability to generate a reasonable gross profit from BESS systems; |
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| · | volatility in the trading prices and trading volumes of solar or renewable energy stocks; |
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| · | changes in operating performance and stock market valuations of other energy companies generally, or those in our industry in particular; |
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| · | sales of shares of our common stock by us or our stockholders; |
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| · | failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our Company, or our failure to meet these estimates or the expectations of investors, and unfavorable recommendations by securities analysts; |
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| · | any financial projections we may provide to the public, any changes in those projections, or our failure to meet those projections; |
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| · | announcements by us or our competitors of new products, features, or services; |
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| · | actual or anticipated changes in our results of operations or fluctuations in our results of operations; |
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| · | actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally; |
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| · | if we commence business in China, the perception of our ability to operate profitably and generate positive cash flow in China and our failure to generate significant business from any operations we may commence in China; |
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| · | rumors and market speculation involving us or other companies in our industry; |
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| · | the public’s reaction to our press releases, other public announcements and filings with the SEC; |
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| · | litigation involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors; |
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| · | announced or completed acquisitions of businesses, products, services or technologies by us or our competitors; |
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| · | new laws or regulations or new interpretations of existing laws or regulations applicable to our business; |
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| · | changes in accounting standards, policies, guidelines, interpretations or principles; |
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| · | any significant change in our management or our failure or perceived failure to engage additional executive and other senior level personnel; and |
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| · | general economic conditions and slow or negative growth of our markets. |
In recent years, the stock markets generally have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of listed companies. Broad market and industry factors may significantly affect the market price of our common stock, regardless of our actual operating performance. These fluctuations may be even more pronounced in the trading market for our common stock shortly following our initial public offering.
In addition, in the past, following periods of volatility in the overall market and in the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.
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Our amended and restated articles of incorporation and amended and restated bylaws and our employment agreement with our chief executive officer, as well as Nevada law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our common stock.
Our amended and restated articles of incorporation authorize our board of directors to issue preferred stock without stockholder approval. If our board of directors issues preferred stock, such issuance could make it more difficult for a third party to acquire us. Our employment agreements with our David Hsu, chief executive officer, provides that, in the event of a termination of his employment following a change of control, we are to pay Mr. Hsu, upon termination, a lump sum payment equal to two times the highest annual compensation for the three years preceding the date of termination, multiplied by the number of years he has been employed by us. Mr. Hsu’s employment commenced in February 2008. In addition, some provisions of our amended and restated articles of incorporation and bylaws could make it more difficult for a third party to acquire control of us, even if the change of control would be beneficial to our stockholders, including:
| · | limitations on the removal of directors; |
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| · | limitations on the ability of our stockholders to call special meetings; |
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| · | establishing advance notice provisions for stockholder proposals and nominations for elections to the board of directors to be acted upon at meetings of stockholders; |
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| · | providing that the board of directors is expressly authorized to adopt, or to alter or repeal our bylaws; and |
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| · | establishing advance notice and certain information requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings. |
Provisions of our bylaws and Nevada law could deter a change of our management, which could discourage or delay offers to acquire us.
Certain provisions of Nevada law and of our bylaws could discourage or make it more difficult to accomplish a proxy contest or other change in our management or the acquisition of control by a holder of a substantial amount of our voting stock. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interests or in our best interests. These provisions include:
| · | requiring stockholders who wish to request a special meeting of the stockholders to disclose certain specified information in such request and to deliver such request in a specific way within a certain timeframe, which may inhibit or deter stockholders from requesting special meetings of the stockholders; |
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| · | requiring that stockholders can only call a special meeting if the request is made by the holders of two-thirds of the entire capital entitled to vote; |
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| · | requiring that stockholders who wish to act by written consent request a record date from us for such action and such request must include disclosure of certain specified information, which may inhibit or deter stockholders from acting by written consent; |
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| · | requiring that, if a matter is to be brought before a meeting of stockholders which is not specified in the notice of meeting or brought at the direction of the board of directors, it can only be brought up at the meeting if brought by stockholders of record holding two-thirds of the outstanding stock; |
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| · | establishing the board of directors as the sole entity to fill vacancies in the board, which lengthens the time needed to elect a new majority of the board; |
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| · | establishing a two-thirds majority vote of the stockholders to remove a director or all directors, which lengthens the time needed to elect a new majority of the board; |
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| · | providing that our bylaws may be amended only by either the affirmative vote of two-thirds of the stockholders entitled to vote or by the board of directors, which limits the ability of stockholders to amend our bylaws, including amendments to provisions in the bylaws that are described in this risk factor; and |
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| · | establishing more detailed disclosure in any stockholder’s advance notice to nominate a new member of the board, including specified information regarding such nominee, which may inhibit or deter such nomination and lengthen the time needed to elect a new majority of the board. |
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A portion of the compensation to our senior executive officers may not be deductible, which may increase our taxes
Section 162(m) of the Internal Revenue Code limits the deduction that public companies may take for annual compensation paid to its chief executive officer, chief financial officer and the three other most highly compensated officers, who are referred to as "covered employees.” All compensation in excess of $1.0 million paid to a covered employee, including post termination compensation and death benefits, may be nondeductible for federal income tax purposes, with certain exceptions pursuant to certain contracts that were in effect on November 2, 2017. In the event that the compensation we pay to any covered employee exceeds $1.0 million, such excess may not be deductible which, if our operations are profitable, could increase our income taxes and reduce our net income, which could negatively affect the price of our stock.
Because our bylaws limit the court in which you may bring an action against us, you may have difficulty enforcing any rights which you may claim.
Our bylaws provide that any person who acquires equity in us shall be deemed to have notice and consented to the forum selection provision of our bylaws, which require actions to be brought only in the state courts in Clark County, Nevada, which may inhibit or deter stockholders’ actions (i) on behalf of us, (ii) asserting claims of breach of fiduciary duty by officers or directors of us, or (iii) arising out of the Nevada Revised Statutes. Further, this exclusive forum provision may limit our stockholders’ ability to obtain what they believe to be a favorable judicial forum for disputes with us and our officers and directors. This provision does not apply to claims brought under the Securities Act of 1933 or the Securities Exchange Act of 1934.
Because we do not intend to pay dividends on our common stock for the foreseeable future, your only opportunity to achieve a return on your investment is if the price of our common stock appreciates.
We do not plan to declare dividends on shares of our common stock in the foreseeable future. As a result, your only opportunity to achieve a return on your investment will be if you sell your common stock at a price greater than you paid for it. The price of our common stock has fluctuated significantly since our initial public offering and we cannot assure you that the price of our common stock that will prevail in the market will ever equal or exceed the price that you pay for our stock.
Future sales of our common stock in the public market could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.
All of our outstanding shares of common stock, except for 561,798 shares issued in March 2025, are eligible for sale pursuant to Rule 144, subject to limitations provided by Rule 144 with respect to affiliates. In addition, the holders of our convertible notes in the principal amount of $15.6 million at March 15, 2026, have conversion rights at an average conversion price of $2.02 per share. The conversion price is $3.20, which is 80% of our initial public offering price of $4.00 with respect to convertible notes in the principal amount of $9.5 million which were issued prior to our initial public offering, and 80% of the market price on the date of the convertible note with respect to notes issued subsequent to our initial public offering. We require additional capital and, to the extent that we raise funds through the sale of equity securities or equity-based securities and to the extent that that the remaining limited partners of the partnerships that have outstanding loans to us in the principal amount of $9.0 million receive convertible notes in respect of their investment in the limited partnership that made loans to us, the holders will have the right to sell such shares six months after issuance or earlier if the shares are registered for sale pursuant to the Securities Act of 1933. Both the sale and the market’s reaction to the possible sale of such shares could have a material adverse impact on the market price of and the market for our common stock.
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We intend to file a registration statement with the SEC on Form S-8 providing for the registration of shares of our common stock issued or reserved for issuance under our equity incentive plan or pursuant to stock options. Subject to the satisfaction of vesting conditions shares registered under the registration statement on Form S-8 will be available for resale immediately in the public market without restriction other than those restrictions imposed on sales by affiliates pursuant to Rule 144.
We cannot predict the size of future issuances of our common stock or securities convertible into common stock or the effect, if any, that future issuances and sales of shares of our common stock will have on the market price of our common stock. Sales of substantial amounts of our common stock (including shares issued in connection with any acquisition we may make), or the perception that such sales, including sales by our existing stockholders pursuant to Rule 144, could occur, may adversely affect prevailing market prices of our common stock.
We may issue preferred stock whose terms could adversely affect the voting power or value of our common stock.
Our amended and restated articles of incorporation authorize us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our common stock respecting dividends and distributions, as our board of directors may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our common stock. For example, we might grant holders of preferred stock the right to elect one or more directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might grant to holders of preferred stock could affect the residual value of the common stock.
For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.
We are classified as an "emerging growth company” under the JOBS Act. For as long as we are an emerging growth company, which may be up to five full fiscal years, we will not be required to, among other things, (i) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, (ii) comply with any new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer, (iii) provide certain disclosure regarding executive compensation, or (iv) hold nonbinding advisory votes on executive compensation. We will remain an emerging growth company for up to five years from our initial public offering, although we will lose that status sooner if we have more than $1.235 billion of revenues in a fiscal year, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period.
To the extent that we rely on any of the exemptions available to emerging growth companies, you will receive less information about our executive compensation and internal control over financial reporting than issuers that are not emerging growth companies. If some investors find our common stock to be less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
Because our directors and executive officers own or have the right to vote approximately 20.9% of our outstanding common stock, they may be able to elect all directors, approve all matters requiring stockholder approval and block any action which may be beneficial to stockholders.
Our directors and executive officers beneficially own approximately 20.9% of our outstanding common stock, based on the stock they presently own, excluding shares issuable upon exercise of options. Our bylaws provide that one-third of the outstanding common stock constitutes a quorum for a meeting of stockholders. As a result, they may have the ability to elect all of our directors and to approve actions requiring stockholder approval as well as to prevent any action from being taken which they oppose even if such action would benefit our stockholders.
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Item 1B. Unresolved Staff Comments
Not applicable
Item 1C. Cybersecurity
Our company diligently monitors cybersecurity risks, conducting annual reviews at senior management levels and, if necessary, with the Audit Committee for updates to the Board of Directors. Currently, we believe there are
To safeguard data confidentiality, integrity, and accessibility, we have robust processes in place for assessing, identifying, and managing cybersecurity risks. Our information security (IT) function is outsourced to vendors with specialized security expertise and comprehensive risk management procedures, encompassing physical, procedural, and technical safeguards. These measures include response plans, regular system tests, third-party reviews, incident simulations, and ongoing policy and procedure refinement to mitigate risks.
Our primary strategy for mitigating cyber risks involves storing sensitive data with trusted third-party providers who meet stringent audit and security standards. Our enterprise resource planning (ERP) and system of record are hosted by a third party employing rigorous monitoring tools, controls, policies, and an experienced security team. Our vendors comply with various industry standards such as SOC 1, SOC 2, PCI-DSS, EU-US Privacy Shield framework, NIST, and ISO 27000 series.
Our IT network is managed by a third-party managed service provider (MSP) proficient in network setup and security. The MSP monitors our network around the clock, to provide prevention, detection, correlation, investigation, and response to any security incidents, promptly notifying management of any potential issues.
Our MSP conducts proactive threat hunting to identify potential cybersecurity risks within our network. Additionally, a dedicated team researches vulnerabilities, performs vulnerability scans, conducts security audits, and reviews policies to mitigate potential risks.
Network Protection
We use a security package with regularly updated antivirus software to block and prevent malicious processes and files. Firewalls are configured to block potentially harmful activity, and the network is segmented to protect confidential data with access permissions based on the principle of least privilege. We maintain backup data in key locations to facilitate recovery in the event of data loss or disaster.
Detect Issues
Our system employs active scanners to constantly monitor for potential threats, suspicious behavior, and harmful activity. It utilizes user behavioral analysis and learning to stop potential threats in real time. Both our vendors maintain teams to review alerts, confirming true or false positives in the network.
Threat Response
Our vendors provide SOC teams that automatically investigate and address potential attacks. They collaborate to provide immediate responses, utilizing playbooks and auto-remediation methods such as password resets, IP blocking, software removal, and risk mitigation.
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Item 2. Properties
We lease our offices and do not own any real estate. The following table set forth information as to the real property leased by us:
Location |
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3080 12th Street, Riverside, CA (1) |
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| 158,693 |
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| $ | 1,855,566 |
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| 12/31/33 | |
Unit A905, 9th Floor, Block A, No.1-72, Lane 2855, Huqingping Highway, Zhaoxiang Town, Qingpu District, Shanghai, China |
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| 5,920 |
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| $ | 23,517 |
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| 10/30/28 | |
(1) | This property is owned by 3080 Landlord pursuant to a net lease extension dated January 28, 2026. Rent for 2026 is at the annual rate of $1,855,566 and increases 3% per year. |
We believe our current facilities are adequate for the foreseeable future. If we require additional or substitute space, we believe that we will be able to obtain such space on acceptable, commercially reasonable terms.
Item 3. Legal Proceedings
In the ordinary course of our business, we and our subsidiaries are involved in various legal proceedings involving contractual relationships, product liability claims, and a variety of other matters. We do not believe there are any such pending legal proceedings that will have a material impact on our financial position or results of operations.
We previously initiated arbitration proceedings against SPIC, the state-owned company related to the receivable balances of several photovoltaic EPC projects that we completed in 2020 and 2021. In April 2025, the arbitration tribunal issued awards in favor of us and subsequently we were able to collect approximately RMB 42.5 million ($6.0 million) of the receivable balance. At December 31, 2025, the unpaid receivable balance was RMB 7.0 million ($1.0 million) and we received no payments since December 31, 2025. We initiated another enforcement proceeding to collect the balance of the arbitration awards. In connection with the enforcement actions, the court has frozen certain bank accounts and real estate assets of the related SPIC subsidiaries and has issued enforcement notices requiring the Xingyi Power Supply Bureau to withhold electricity sales proceeds generated by the photovoltaic power plants. As of December 31, 2025, no cash recoveries had been received. Based on discussions with legal counsel and the enforcement court, we expect that collections will occur through the withholding of electricity revenues generated by the projects. While we believe recovery is probable, the timing and amount of collections remain subject to enforcement procedures and operating performance of the power plants. We continue to monitor the status of the enforcement proceedings and will update our assessment of collectability as additional information becomes available.
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 common stock is traded on the Nasdaq Stock Market under the symbol SMXT.
Stockholders
As of March 15, 2026, we had 88 stockholders of record. Based on information provided to us we believe that we have more than 2,950 beneficial owners of our common stock.
Transfer Agent
Continental Stock Transfer & Trust Company, One State Street, 30th floor, New York, New York 10004-1561 is the transfer agent for our common stock.
Dividends
We have never paid or declared any cash dividends on our common stock, and we do not anticipate paying any cash dividends on our common stock in the near future. We intend to retain all available funds and any future earnings to fund the development and expansion of our business. Any future determination to pay dividends will be at the discretion of our board of directors and will depend upon a number of factors, including our results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table gives information concerning common stock that may be issued by us with respect to compensation plans, including individual compensation arrangements) as of December 31, 2025:
Equity Compensation Agreements Information | ||||||||||||
Plan category |
| Number of securities to be issued upon exercise of outstanding options, warrants and rights (#) |
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| Number of securities remaining available for future issuance under equity compensation plans (excluding outstanding options and warrants) (#) |
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As of December 31, 2025 |
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Equity compensation plans approved by security holders |
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| 6,045,941 |
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| $ | 5.01 |
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| 9,074,059 |
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Equity compensation plans not approved by security holders |
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| 149,802 |
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| $ | 3.50 |
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Total |
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| 6,195,743 |
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| 9,074,059 |
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Use of Proceeds from Our Initial Public Offering
The net proceeds from our initial public offering were approximately $18.6 million. As of March 15, 2026, we used approximately $0.8 million to make compensation payments due to our former executive vice president and $0.1 million to a former employee pursuant to our agreements with them. Our initial public offering was commenced on February 28, 2024 pursuant to a registration statement on Form S-1, File. No. 333-26606, which was declared effective by the SEC on February 12, 2024.
We invested $7.0 million from the proceeds of our initial public offering in an 8% promissory note issued by Webao Limited, a Hong Kong based social media company (“Webao”). This note has been paid as of the date of this annual report and the proceeds are used for working capital. We also invested RMB 5,000,000, or approximately $688,000, in a 5% note due June 25, 2024 issued by Qingdao. The initial maturity was June 25, 2024 and it was extended twice at the request of the maker to December 31, 2025. The principal amount of RMB 3,655,525, or approximately $522,599, of this note is outstanding on the date of this annual report. The note is shown on our balance sheet as held to maturity debt investments. The note was fully paid in February 2026. The proceeds of this note have been and will be used for working capital.
The balance of the proceeds was used for working capital, which included $5.5 million principal payments on convertible notes and $276,000 payment on legal settlement with former EB-5 noteholders.
Recent Sales of Common Stock
In December 2025 and January 2026, we issued a total of 2,603,622 shares of common stock to two accredited investors for a total of $1,518,535. The shares were issued at prices per share ranging from $0.548 and $0.70 which represented a 25% discount from the market price of the common stock. No brokers were involved in the sales. The issuance of the shares was exempt from registration pursuant to Section 4(a)(2) of the Securities Act as a transaction not involving a public offering. The proceeds from the sale are being used for working capital.
Item 6. [ Reserved ]
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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes appearing elsewhere in this annual report. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Cautionary Note Concerning Forward-Looking Statements.” Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in “Risk Factors.". All amounts in this report are in U.S. dollars, unless otherwise noted.
Commencement of BESS Systems Business
Since the third quarter of 2025, our primary business has been negotiating contracts and performing EPC services for solar-based BESS commercial systems. As of December 31, 2025, we had commenced EPC services on a 430 MWh battery storage project in Texas pursuant to an agreement dated July 31, 2025 with Longfellow. During the year ended December 31, 2025, we generated revenue of $60.2 million, representing 66.1% of our revenue, from our EPC services pursuant to this contract. All of this revenue was generated during the second half of 2025. On December 31, 2025, we entered into three EPC agreements for large scale BESS systems, two in Puerto Rico and one in Corpus Christi, Texas. We cannot assure you that any of these projects or any other projects will be completed, that we will generate a gross profit from any commercial projects or that we will be successful in developing our commercial business as planned. As of the date of this annual report we have not completed the construction of our first BESS systems and we have not commenced work for the three projects for which we signed contracts on December 31, 2025. These contracts are fixed price contracts, and we may not be able to recoup any increase in prices which we may incur. Further, we cannot assure you that we will generate a gross profit on these contracts and if we do not generate a significant gross profit on these contracts, we may not be able to operate profitably. Further, until we have demonstrated that we are able to construct a BESS system on time and on budget, we may have difficulty in securing contracts for these systems.
Impact of Tariffs and Trade Policy
Recent changes in U.S. trade policy have resulted in the implementation or threatened implementation of tariffs on certain imported goods, particularly those manufactured in China and other countries. These tariffs have increased the cost of certain raw materials and components used in our products. While we have taken steps to mitigate the impact, including working with suppliers and adjusting our pricing strategy, the tariffs are expected to result in higher input costs for our operations for the remainder of 2025. For the year ended December 31, 2025, the tariffs did not have material effects on our cost of revenue.
To the extent that the United States government imposes tariffs on products imported from China or any other foreign country and we are not able to obtain comparable products at a lower cost from domestic suppliers, our costs of these products may increase, and, depending on the tariff, such increase may be substantial. Such increases may impact both our ability to sell our systems and the price we are able to charge for systems which we sell, which could impair our margins.
We continue to monitor developments in international trade policy and may further seek to adjust our supply chain and sourcing strategies in response to evolving conditions.
Regulatory Changes, Inflation and Supply Chain Issues
The federal residential solar tax credit, officially known as the Residential Clean Energy Credit, expired on December 31, 2025. This means that homeowners who had solar energy systems installed and placed into service by this date will qualify for a 30% federal tax credit on the cost of the system. After December 31, 2025, there will be no federal tax credit available for new residential solar installations. This represents a significant change from the previous plan laid out in the Inflation Reduction Act, which would have seen the credit gradually phase out until it expired in 2034. This change in the tax law may significantly reduce the incentive of residential users to install solar systems.
With the recent inflationary pressures combined with the world-wide supply chain issues, which have been impacted from the recent tariffs, our business is subject to the inflationary pressure and we were subject to supply chain issues that are affecting many domestic and foreign companies, and we expect that the inflationary pressures will continue to affect our ability to sell our products, the price at which can sell products and our gross margin. To the extent that we are not able to raise our prices or to the extent that we cannot accurately project our costs when we set our prices, our gross margin and the results of our operations will be impacted.
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Polysilicon is an essential raw material in the production of solar power products, principally solar panels. The costs of silicon wafers and other silicon-based raw materials have accounted for a large portion of the costs associated with solar panels. Although the price of silicon had declined in recent years, increases in the price of polysilicon have resulted in increases in the price of wafers, leading to increases in our costs. Due to the volatile market prices, we cannot assure you that the price of polysilicon will remain at its current levels particularly in view of inflationary pressures, especially if the global solar power market gains its growth momentum. Moreover, in the event of an industry-wide shortage of polysilicon, we may experience late or non-delivery from suppliers, and it may be necessary for us to purchase silicon raw materials of lower quality that may result in lower efficiencies and reduce its average selling prices and revenues. We currently are able to obtain the raw material we request, although the prices pay are increasing as a result of the inflationary pressures.
The inflationary pressures, including the inflationary pressures resulting from the tariff policy of the United States and the effect of the war on Iran, which commencing on February 28, 2026, including Iran’s response to the actions taken against it by the United States and Israel, that are affecting us are not unique to our industry, and relate to the cost of raw materials, labor costs generally and the price at which we can sell our products. Because solar energy can be seen as a way to provide a homeowner with relief from the increasing utility prices for electricity, the market for solar systems generally, and our business specifically, has enabled us to sell solar systems. Thus, the effects of inflation may also affect the marketability of our solar systems to residential users which are also impacted by the effects of NEM 3.0 and the elimination of the federal residential tax credit at December 31, 2025.
Compensation costs per employee, excluding stock-based compensation, for operations, sales, marketing and administrative personnel decreased approximately 6.9% for the year ended December 31, 2025 compared to the same period in 2024. The decrease in 2025 reflected the lay-off of a portion of our employees resulting from a slowdown in our residential solar business after we had completed installation of the increased 2023 backlog resulting orders placed in 2023 in advance of NEM 3.0 becoming effective in April 2023, as discussed below under “Effects of NEM 3.0.” We experienced an increase in residential solar sales in 2023 and our income for 2023 reflected the increased cost of retaining and attracting talent, and such costs may continue to increase as labor costs in California continue to increase as a result of the inflationary pressures. In addition, to the extent that inflationary pressure affects our cost of revenue and general overhead, we may face the choice of raising prices to try and maintain our margins or reduce or maintain our price structure to meet competition which would result in a lower gross margin and a drop in operating income. Supply chain issues have caused us to periodically stock up on components such as solar panels and battery systems to provide an adequate supply to meet expected demand, putting pressure on our cash flow. We do not believe that the supply chain issues that affected our operations in prior periods are currently affecting us. We cannot assure you that such delays and increased costs will not affect our business in the future.
We are seeking to address the inflationary pressures by seeking to cut overhead expenses where possible and raising prices to levels that we believe are both competitive and attractive to customers in view of the increases in utility prices in California and maintaining an inventory of raw materials to enable us to better price our products and by marketing effort directed at commercial sales. We believe that our available cash and cash equivalents and short-term investments will enable us in dealing with the effects of inflation on our business.
Effects of NEM 3.0
Net metering is a billing mechanism that credits solar energy system owners for the electricity that they add to the electricity grid. If the owner of a solar system generates more electricity than it consumes, the excess electricity is sold back to the grid. The California Public Utilities Commission has adopted the current net metering regulations, known as NEM 3.0, which became effective in April 2023. NEM 3.0 features a 75% reduction in export rates (the value of excess electricity pushed onto the grid by solar systems) from the rate set forth in the previous net metering regulations, NEM 2.0, thereby reducing the overall savings and increasing the payback period of home solar installations. The changes under NEM 3.0, which are likely to result in reduced benefits for most residential solar users, could alter the return on investment for solar customers.
In January 2024, we laid off a portion of our employees associated with the design and installation of residential solar systems in response to a slowdown in demand after NEM 3.0 took effect in April 2023. The layoff represented approximately 25% of our residential solar system design and installation team. Approximately half of the employees who were laid off had been hired in late 2022 to help install our growing backlog of residential solar systems under contract in anticipation of NEM 3.0, and the contracts representing that backlog were completed during 2023. We may need to revise our pricing metrics to reflect the change resulting from NEM 3.0 in order for the purchase of a solar system to be economically attractive to the customer, which may result in lower prices and reduced margins. Although we anticipate the near-term impact of NEM 3.0 on residential solar contracts will be offset by commercial solar contracts for which we use third-party subcontractors to complete the installations, we cannot assure you that our overall business will not be impacted by the effects of NEM 3.0. Our decrease in revenue for solar sales in the year ended December 31, 2024 from the year ended December 31, 2023 reflects both a surge in 2023 revenue in anticipation of the effectiveness of NEM 3.0 in April 2023 and a sharp decline in 2024 revenue resulting from the effectiveness of NEM 3.0.
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Elimination of Forfeiture Provisions of Options and Stock Grants
During the years 2015 to 2019, we granted restricted stock and stock options to employees and consultants, of which 264,650 shares of restricted stock and stock options to purchase 5,898,137 shares were outstanding at the date of our initial public offering. Under the terms of the restricted stock grant and stock options, the restricted stock and options became vested and non-forfeitable upon the completion of our initial public offering, which occurred on February 12, 2024, the effective date of the registration statement relating to our initial public offering. Under GAAP, upon the completion of the initial public offering, the value of the restricted stock and the incentive stock options is treated as compensation expense in the period in which the restricted stock and stock options become non-forfeitable and are deemed to have met the performance-based indicator (i.e., the completion of the initial public offering). Using the Black Scholes valuation method, the fair value of the incentive stock options at the time of the Company’s initial public offering was approximately $18.5 million, which is stock-based compensation that does not reflect a cash expense, of which approximately $1.3 million is included in cost of revenues and $15.9 million is included in general and administrative expense in the year ended December 31, 2024.
Defaults on Convertible Notes
From April 2023 through December 31, 2025, we did not pay annual principal installment payments and related quarterly interest payments when due which resulted in an event of default on convertible notes. The aggregate principal balance at December 31, 2025 of the notes in default was $14.3 million. The default provisions of the notes provide that if an event of default occurs the outstanding principal amount of this note, plus accrued but unpaid interest and other amounts owing in respect thereof through the date of acceleration, shall become, at the holder’s election, immediately due and payable in cash, and commencing five days after occurrence of any Event of Default that results in the eventual acceleration of the note, the interest rate on the note shall accrue at an interest rate of 12% per annum. Further, if an event of default occurs, the noteholders, together, have rights to foreclose on the collateral securing the notes. Since there is an event of default, the holders of all of these notes have the current right to accelerate payment on the full principal amount of the notes, in which event all of these notes with interest at 12% per annum may become due. We cannot assure you that we will be able to pay the notes plus interest if the notes are accelerated.
Overview
We are an integrated solar and renewable energy company. A solar energy system retains the direct current (DC) electricity from the sun and converts it to alternating current (AC) electricity that can be used to power residential homes and commercial businesses. The solar business is based on the ability of the users of solar energy systems to save on energy costs and reduce their carbon imprint as compared with power purchased from the local electricity utility company. We were founded in 2008 to engage in the solar business in the United States, where our business is primarily conducted. Our primary business consists of the sale and installation of photovoltaic and battery backup systems for residential and commercial customers and sales of LED systems and services to government and commercial users.
Since the third quarter of 2025, our principal business was EPC services in connection with the construction of BESS systems. On July 31, 2025, we entered into an EPC agreement with Longfellow, to develop a BESS facility. Based on the contract terms, the contract is expected to generate revenues of approximately $120.1 million and interest income of $7.2 million from a financing component related to milestone payments that extend beyond the project completion date. Longfellow will own and operate the facility, which will be located in Pecos County, Texas and is expected to have a storage capacity of 430 megawatt-hours. Completion of the BESS facility is targeted for June 2026, although we cannot assure you that this completion date will be met. To the extent that our costs for the project increase as a result of tariffs, the war with Iran, supply chain issues or other factors, any change in the price of the project would be subject to the approval of Longfellow. To the extent that we cannot adjust our prices to reflect such additional costs, our gross margin on the project will be impacted. We have committed to make a $5.0 million capital contribution to Longfellow, in which we have an 8% equity interest. Our capital contribution in the amount of $5.0 million was due no later than December 31, 2025, but has not been paid to date. As of the date of the annual report, we have only provided EPC services.
On December 31, 2025, we entered into three EPC agreements for large scale BESS systems, two in Puerto Rico and one in Corpus Christi, Texas. Pursuant to an EPC agreement with Naguabo BESS LLC, a Texas limited liability company (“Naguabo”), we will develop a BESS facility in Ceiba Municipality, Puerto Rico. The contract is expected to generate revenues of approximately $122.3 million. Naguabo will own and operate the facility, which is expected to have a storage capacity of 320 megawatt-hours. We will have a 9% membership interest in Naguabo. Pursuant to an EPC agreement with Yabucoa BESS LLC, a Texas limited liability company (“Yabucoa”), we will develop a BESS facility in Humacao Municipality, Puerto Rico. The contract is expected to generate revenues of approximately $35.9 million. Yabucoa will own and operate the facility, which is expected to have a storage capacity of 80 megawatt-hours. We will have a 9% membership interest in Yabucoa. Pursuant to an EPC agreement with Navboot Holdco, LLC, a Delaware limited liability company (“Navboot”), we will develop a BESS facility in Corpus Christi, Texas. The contract is expected to generate revenues of approximately $258.1 million. Navboot will own and operate the facility, which is expected to have a storage capacity of 600 megawatt-hours.
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In February 2025, we entered into a contract with a California homebuilder pursuant to which we have the right to design and install solar energy systems in a new home project consisting of a proposed 146 new residential homes at a fixed price. Any installations will be made pursuant to contracts with the home owners, and we will pay the homebuilder a commission on the transaction.
In the fourth quarter of 2023, we began to work with several independent dealers which form our dealer network. Our dealer network is comprised of independent licensed sales companies that sell our products pursuant to non-exclusive agreement. The dealers sell our products as well as products sold by our competitors. The dealer handles the sales process, and once the sales agreement with the customer is signed, we install the solar system pursuant to an installation agreement with customer. The dealers earn a commission which is included in cost of revenue.
Although we had nominal sales through the dealer network prior to 2024, during the years ended December 31, 2025 and 2024, approximately 47% and 21%, respectively, of our revenues from residential solar and battery contracts, and 11% and 22% of our total revenues were generated through the dealer network program. We believe that our participation in the dealer network enhances our ability to attract residential customers.
Results of Operations
The following tables set forth information relating to our operating results for the years ended December 31, 2025 and 2024 (dollars in thousands) and as a percentage of revenue:
|
| Years Ended December 31, |
| |||||||||||||
|
| 2025 |
|
| 2024 |
| ||||||||||
|
| Dollars |
|
| % |
|
| Dollars |
|
| % |
| ||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Large-scale EPC contracts |
| $ | 60,172 |
|
|
| 66.1 | % |
| $ | - |
|
|
| 0.0 | % |
Solar energy sales |
|
| 23,335 |
|
|
| 25.6 | % |
|
| 17,910 |
|
|
| 78.0 | % |
LED sales |
|
| 7,193 |
|
|
| 7.9 | % |
|
| 4,737 |
|
|
| 20.6 | % |
Financing |
|
| 282 |
|
|
| 0.4 | % |
|
| 340 |
|
|
| 1.4 | % |
Total revenues |
|
| 90,982 |
|
|
| 100.0 | % |
|
| 22,987 |
|
|
| 100.0 | % |
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Large-scale EPC contracts |
|
| 59,853 |
|
|
| 65.9 | % |
|
| - |
|
|
| 0.0 | % |
Solar energy sales |
|
| 20,772 |
|
|
| 22.9 | % |
|
| 16,319 |
|
|
| 71.1 | % |
LED sales |
|
| 6,127 |
|
|
| 6.7 | % |
|
| 4,353 |
|
|
| 18.9 | % |
Total cost of revenues |
|
| 86,752 |
|
|
| 95.5 | % |
|
| 20,672 |
|
|
| 90.0 | % |
Gross profit |
|
| 4,230 |
|
|
| 4.6 | % |
|
| 2,315 |
|
|
| 10.1 | % |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing (US) |
|
| 367 |
|
|
| 0.4 | % |
|
| 517 |
|
|
| 2.2 | % |
General and administrative (US) |
|
| 9,565 |
|
|
| 10.5 | % |
|
| 26,074 |
|
|
| 113.4 | % |
General and administrative (China) |
|
| 594 |
|
|
| 0.6 | % |
|
| 1,365 |
|
|
| 5.9 | % |
Asset impairment (China) |
|
| - |
|
|
| 0.0 | % |
|
| 7,462 |
|
|
| 32.5 | % |
Total operating expenses |
|
| 10,526 |
|
|
| 11.5 | % |
|
| 35,418 |
|
|
| 154.0 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations (US) |
|
| (5,702 | ) |
|
| (6.3 | )% |
|
| (24,277 | ) |
|
| (105.6 | )% |
Income (loss) from operations (China) |
|
| (594 | ) |
|
| (0.7 | )% |
|
| (8,827 | ) |
|
| (38.4 | )% |
Equity in income of solar project companies |
|
| 254 |
|
|
| 0.3 | % |
|
| 635 |
|
|
| 2.8 | % |
Gain on debt extinguishment |
|
| (976 | ) |
|
| (1.1 | )% |
|
| 303 |
|
|
| 1.3 | % |
Gain on early termination of lease |
|
| - |
|
|
| 0.0 | % |
|
| 77 |
|
|
| 0.3 | % |
Interest income |
|
| 539 |
|
|
| 0.6 | % |
|
| 501 |
|
|
| 2.2 | % |
Interest expense |
|
| (1,366 | ) |
|
| (1.5 | )% |
|
| (1,566 | ) |
|
| (6.8 | )% |
Other income (loss), net |
|
| 386 |
|
|
| 0.5 | % |
|
| (145 | ) |
|
| (0.5 | )% |
Income (loss) before income taxes |
|
| (7,459 | ) |
|
| (8.2 | )% |
|
| (33,299 | ) |
|
| (144.7 | )% |
Income tax provision (benefit) |
|
| (1,135 | ) |
|
| (1.2 | )% |
|
| 1,664 |
|
|
| 7.2 | % |
Net income (loss) |
|
| (6,324 | ) |
|
| (7.0 | )% |
|
| (34,963 | ) |
|
| (151.9 | )% |
Currency translation adjustment |
|
| 31 |
|
|
| 0.0 | % |
|
| (167 | ) |
|
| (0.7 | )% |
Comprehensive income (loss) |
| $ | (6,293 | ) |
|
| (7.0 | )% |
| $ | (35,130 | ) |
|
| (152.6 | )% |
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| Table of Contents |
Years Ended December 31, 2025 and 2024
The following table set forth information relating to our revenue and gross profit results for the years ended December 31, 2025 and 2024 (dollars in thousands):
|
| Years Ended December 31, |
| |||||||||||||
|
| 2025 |
|
| 2024 |
|
| Change |
|
| % Change |
| ||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Large-scale EPC contracts |
| $ | 60,172 |
|
| $ | - |
|
| $ | 60,172 |
|
| - | % | |
Solar energy residential sales |
|
| 23,335 |
|
| 17,910 |
|
|
| 5,425 |
|
|
| 30.3 | % | |
LED sales |
|
| 7,193 |
|
|
| 4,737 |
|
|
| 2,456 |
|
|
| 51.8 | % |
Financing |
|
| 282 |
|
|
| 340 |
|
|
| (58 | ) |
|
| (17.1 | )% |
Total revenues |
|
| 90,982 |
|
|
| 22,987 |
|
|
| 67,995 |
|
|
| 295.8 | % |
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Large-scale EPC contracts |
|
| 59,853 |
|
|
| - |
|
|
| 59,853 |
|
| - | % | |
Solar energy sales |
|
| 20,772 |
|
|
| 16,319 |
|
|
| 4,453 |
|
|
| 27.3 | % |
LED sales |
|
| 6,127 |
|
|
| 4,353 |
|
|
| 1,774 |
|
|
| 40.8 | % |
Total cost of revenues |
|
| 86,752 |
|
|
| 20,672 |
|
|
| 66,080 |
|
|
| 319.7 | % |
Gross profit |
| $ | 4,230 |
|
| $ | 2,315 |
|
| $ | 1,915 |
|
|
| 82.7 | % |
Revenues
Revenues for the year ended December 31, 2025 were $91.0 million, an increase of $68.0 million or 295.8% from $23.0 million in the year ended December 31, 2024. The increase resulted from revenue of $60.2 million from the Longfellow Contract to develop a BESS facility in Pecos County, Texas, a $5.4 million increase in residential solar energy and battery sales, and a $2.5 million increase in LED sales, offset with a $58,000 decrease in financing revenue. We did not have any revenue from large-scale EPC contracts prior to the third quarter of 2025. Our revenue from residential and commercial solar energy and battery sales increased from $17.9 million for the year ended December 31, 2024 to $23.3 million for the year ended December 31, 2025, a 30.3% increase. Our revenues for the year ended December 31, 2024 were negatively impacted by unusually frequent and heavy rains in California in the early part of 2024, which affected our ability to complete the installation of solar systems, which we did not experience in 2025, and coupled with our ability to increase solar revenue from our dealer network program which resulted in the increase in sales of both the residential and commercial solar energy systems and batteries. The increase in the solar energy and battery sales in the year ended December 31, 2025 reflects a 9.4% increase in the number of systems completed and a 13.6% increase in the wattages deployed. The number of completed systems and the wattages deployed in the year ended December 31, 2024 reflects incremental business resulting from customers signing solar contracts for solar systems prior to the April 2023 effectiveness of NEM 3.0 deadline in California. During the years ended December 31, 2025 and 2024, our battery only sales were $1.8 million and $1.1 million, respectively. Battery sales refer to the sale of batteries sold other than as a part of a solar system and are included in solar energy residential sales.
As a result of the continued relatively high interest rate environment and the expiration of the federal residential solar tax credit on December 31, 2025, we expect the revenue from our residential sales to grow modestly in 2026 through our continued expansion of the dealer network program.
Based on the terms of the Longfellow Contract, the contract is expected to generate revenues and financing income of approximately $127.3 million for us, and we expect to complete the work during 2026. During the year ended December 31, 2025, we recognized $60.2 million in revenues related to this project. On December 31, 2025, we entered into three EPC agreements for large scale BESS systems, two in Puerto Rico and one in Corpus Christi, Texas. Based on the terms of the agreements, these three EPC agreements are expected to generate revenue of $122.3 million, $35.9 million, and $258.1 million, respectively. As of the date of this annual report, we had not completed the Longfellow project, and we had not commenced the EPC services for the other three BESS projects.
Our LED revenue increased by $2.5 million, or 51.8%, to $7.2 million for the year ended December 31, 2025 from $4.7 million for the year ended December 31, 2024, primarily resulting from the increase in the number of LED projects. LED revenues include LED product sales and LED consulting revenues and are expected to continue to fluctuate based on the number of LED projects awarded which is based on the bidding process and specific customer purchase requirements and timing. The revenue trend from our LED business therefore tends to fluctuate period to period.
We have not originated any loans to our solar customers since early 2022, and our loans in 2021 were modest. As a result, our finance revenue for the years ended December 31, 2025 and 2024 was $282,000 and $340,000, respectively, from our portfolio of solar loans. Finance revenue will decrease as loans in our portfolio are paid and not replaced by new loans.
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Cost of revenue and gross profit
Our cost of revenue for the year ended December 31, 2025 was $86.8 million, an increase of $66.1 million or 319.7% from $20.7 million for the year ended December 31, 2024. The increase in cost of revenue was primarily driven by the Longfellow contract. During the year ended December 31, 2024, we recognized a one-time non-cash stock-based compensation expense of approximately $1.3 million in cost of revenue as a result of performance options vesting upon our initial public offering in the first quarter of 2024. Excluding this one-time stock-based compensation expense cost of revenue increased 346.6% from $19.4 million in the year ended December 31, 2024 to $86.7 million in the year ended December 31, 2025, primarily driven by the corresponding increase in sale revenue related to the new EPC contract entered into in July 2025 with Longfellow.
The overall gross margin decreased to 4.6% for the year ended December 31, 2025 from 10.1% in the year ended December 31, 2024. Excluding the effect of one-time stock-based compensation expense of $78,000 in the third quarter of 2025 and $1.3 million in the first quarter of 2024, our overall gross margin for the year ended December 31, 2025 would be 4.7% compared to 15.6% in the year ended December 31, 2024. The reduction in gross margin in 2025 was largely due to the costs recognized related to the new EPC contract with Longfellow, in addition to higher unit costs in our solar business. Our revenue recognition for Longfellow contract requires us to recognize revenue, but not profit, on uninstalled materials. The revenue on uninstalled materials was recognized by us when the control was transferred equal to the cost of the uninstalled materials. This decrease in gross margin was partially offset by an increase in the gross margin for our LED operation due to higher volume of higher margin LED products. We have no cost of revenue with respect to interest income on customer loans. Our China operations had no revenue and no cost of revenue for the years ended December 31, 2025 and 2024.
Operating expenses
Sales and marketing expenses for the year ended December 31, 2025 decreased to $367,000, a decrease of $150,000, or 29.1%, from $517,000 in the comparable period of 2024. Sales and marketing expenses were 0.4% of revenue for the year ended December 31, 2025 compared to 2.2% for the year ended December 31, 2024. Our sales and marketing expenses may fluctuate from time to time based on the types of marketing and promotion initiatives we deploy. We expect to continue to be selective in our sales and marketing spends for 2026. Our China operations did not incur sales and marketing expenses for the years ended December 31, 2025 and 2024.
General and administration expenses for the year ended December 31, 2025 decreased $16.6 million or 63.8%, to $9.5 million compared to $26.1 million for the year ended December 31, 2024, representing 10.4% of revenue for the year ended December 31, 2025 compared to 113.4% of revenue for the year ended December 31, 2024. The decrease in the year ended December 31, 2025 is principally attributed to the $17.3 million stock compensation expense recognized in the year ended December 31, 2024 as a result of performance options vesting upon our initial public offering in the first quarter of 2024. Our general increase, excluding the stock compensation expense, in general and administrative expenses in 2025 reflects the cost of compliance and other regulatory costs associated with being a public reporting company which is expected to continue in 2026. The decrease in the percentage of both sales and marketing and general and administrative expenses as a percentage of revenue in 2025 reflects revenue of approximately $60.2 million from the Longfellow Contract, on which revenue commenced in the third quarter 2025.
General and administrative expenses relating to our China operations were $594,000 in the year ended December 31, 2025, as compared with $1,365,000 in the year ended December 31, 2024. During the year ended December 31, 2024, we had a $1.1 million recovery of previously reserved receivable on one of our projects for SPIC as a result of an arbitration ruling in our favor. Excluding the effect of the $1.1 million recovery in 2024, the increase in general and administrative expenses in the China operations in 2025 is due to the legal and travel related costs incurred in connection with the SPIC lawsuits and related arbitration.
Impairment of China Goodwill
During the year ended December 31, 2024 we performed a goodwill impairment assessment with respect to our China operations considering various factors and based primarily on the continued economic downturn in China that directly impacts our ability to generate new businesses in the foreseeable future and the absence of any agreements or negotiations for agreements at December 31, 2024. We recognized an impairment charge for the entire balance of the goodwill of $7.5 million for the year ended December 31, 2024. We do not have any contracts to perform services in China and we are not engaged in discussions with respect to any new contracts and we are not engaged in any marketing activities in China. We are not generating any revenue and we have no prospects for revenue from China. However, we continue to incur expenses, primarily relating to our back office expenses which results in general and administrative expenses for our China operations. We can give no assurance as to our ability to generate revenue from our China operations.
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Income (loss) from operations
As a result of the factors described above, our loss from operations was $5.7 million for the year ended December 31, 2025, compared to loss from operations of $24.3 million in the year ended December 31, 2024, reflecting the one-time stock compensation expense of $18.5 million associated with the vesting of stock options and restricted stock upon our initial public offering completed in February 2024. Our loss from operations for the China operations was $594,000 for the year ended December 31, 2025, compared to a loss from operations of $8.8 million in the year ended December 31, 2024, principally as a result of the recognition of impairment loss associated with goodwill of $7.5 million.
The consolidated loss from operations was $6.3 million for the year ended December 31, 2025 compared to a consolidated loss from operations of $33.1 million for the year ended December 31, 2024.
Equity in income (loss) from unconsolidated entities
Equity in income from unconsolidated entities comprises the equity in income from three unconsolidated project companies in which we have a non-controlling 30% interest. The equity in income reported for the year ended December 31, 2025 was $254,000 compared to $635,000 in the year ended December 31, 2024, a decrease of $381,000 or 60.1%. The decline in revenue and income from these Chinese unconsolidated entities in 2025 resulted from insufficient sunlight, cloudy skies and frequent rain in the Guizhou region leading to a decline in the power production relative to the prior period.
Loss on debt extinguishment
Loss on debt extinguishment for the year ended December 31, 2025 was $977,000, of which $990,000 resulted from the issuance of common stock at a 25% discount from market in satisfaction of our promissory notes in the principal amount of $2.9 million, offset by a $13,000 gain on debt extinguishment for the exchange of a $500,000 secured EB-5 note payable to a related party for a 4% convertible note in the same principal amount. During the year ended December 31, 2024, we issued 4% secured convertible notes in the principal amount of $6.0 million in exchange for $6.0 million of secured 3% EB-5 notes payable to related parties, resulting in gain on debt extinguishment of $147,000, and we settled $500,000 principal amount of 4% convertible note for a gain of approximately $142,000. When the secured EB-5 notes are exchanged, the limited partners of the related party are not related parties.
Interest expense, net
Interest expense, net, for the year ended December 31, 2025 was $827,000, an increase of $238,000, or 22.4%, from the year ended December 31, 2024. Our interest expense in the year ended December 31, 2025 primarily includes interest at 3% on two loans from related parties in the United States with a total principal balance of $10.5 million at December 31, 2025 and interest at 4% on convertible notes issued to former limited partners of CEF in transactions in which the former limited partners of CEF accepted a 4% convertible note issued by SolarMax and the subsidiary that borrowed the funds from CEF with an aggregate principal balance of $15.2 million at December 31, 2025. The convertible notes issued to the former limited partners of CEF were issued as payment of the former limited partner’s capital account in CEF and replace debt of an equal amount that had been due to CEF. The notes are secured by the same collateral as the notes to CEF. At December 31, 2025, we are in default on $14.3 million of the principal amount of convertible notes, and the holders of these notes have the right to accelerate payment, which would result in an increase in the interest expense to 12% per annum. Our interest expense reflects interest at the stated interest rate of 4%. In the event that any or all of the noteholders on which we have defaulted exercise their acceleration option to call the notes and trigger the default rate, we would be required to pay interest at 12% for almost all of the time the notes were in default. Such additional interest will be reflected as interest expense in the quarter in which payment of the notes is accelerated.
Our interest income for the years ended December 31, 2025 and 2024 includes interest earned on a 8% promissory note due December 31, 2025 which was issued by Webao, and a 5% promissory note due December 31, 2025 which was issued by Qingdao. For the years ended December 31, 2025 and 2024, interest income on the Webao note was $385,000 and $464,000, respectively. The Webao note was paid in full in December 2025. For the years ended December 31, 2025 and 2024, interest income on the Qingdao note was $41,000 and $30,000, respectively. The Qingdao note is reflected as held maturity debt investments on the Consolidated Financial Statements. The unpaid principal and accrued interest on this note were repaid in full on February 19, 2026.
Other income (expense), net
During the year ended December 31, 2025, other income, net was $386,000 consisting primarily of a $198,000 of foreign currency transaction gains for intercompany receivable denominated in RMB, a loss on disposal of property in the amount of $65,000 and an elimination gain related to foreign currency of $249,000. During the year ended December 31, 2024, other expense was $145,000, consisting primarily of a $332,000 of foreign currency transaction losses for intercompany receivable denominated in RMB, a $30,000 loss associated with the write-off of legal settlement receivable as a result of the debtor's bankruptcy, offset be cash distributions declared of $198,000 from zero basis equity investments in unconsolidated joint venture entities in the United States, and a gain on disposal of property in the amount of $21,000.
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Income tax benefit (provision)
For the years ended December 31, 2025 and 2024, we reported an income tax expense of $68,000 and $6,000, respectively, attributable to the Texas franchise tax and other state minimum tax liabilities.
For our China operations, income tax benefit of approximately $1.1 million and income tax expense of approximately $1.7 million were reported for the years ended December 31, 2025 and 2024, respectively, arising from an increase in the valuation allowance against deferred tax assets as of December 31, 2025 and current tax expense for the year ended December 31, 2024.
Net income (loss)
As a result of the foregoing, we had consolidated net loss of $6.3 million, or $(0.13) per share (basic and diluted), for the year ended December 31, 2025, compared with a consolidated net loss of $35.0 million, or $(0.79) per share (basic and diluted), for the year ended December 31, 2024.
Currency translation adjustment
Although our functional currency is the U.S. dollar, the functional currency of our China subsidiaries is the Renminbi (“RMB”). The financial statements of our subsidiaries are translated to U.S. dollars using period end exchange rates for assets and liabilities, and average exchange rates for the period for revenues, costs, and expenses. Net gains and losses resulting from foreign exchange transactions are included in the consolidated statements of operations and reflects changes in the exchange rates between U.S. dollars and RMB.
As a result of foreign currency translations, which are non-cash adjustments, we reported net foreign currency translation losses of $31,000 and $167,000 for the years ended December 31, 2025 and 2024, respectively.
Liquidity and Capital Resources
The following tables show consolidated cash flow information for the years ended December 31, 2025 and 2024 (dollars in thousands):
|
| Years Ended December 31, |
|
| $ Increase |
| ||||||
|
| 2025 |
|
| 2024 |
|
| (Decrease) |
| |||
Consolidated cash flow data: |
|
|
|
|
|
|
|
|
| |||
Net cash provided by (used in) operating activities |
| $ | 498 |
|
| $ | (9,130 | ) |
| $ | 9,628 |
|
Net cash provided by (used in) investing activities |
|
| 5,839 |
|
|
| (6,316 | ) |
|
| 12,155 |
|
Net cash provided by (used in) financing activities |
|
| 1,148 |
|
|
| 13,309 |
|
|
| (12,161 | ) |
Net increase (decrease) in cash and cash equivalents and restricted cash |
|
| 7,184 |
|
|
| (1,831 | ) |
|
| 9,015 |
|
Net increase (decrease) in cash and cash equivalents and restricted cash excluding foreign exchange effect |
| $ | 7,485 |
|
| $ | (2,137 | ) |
| $ | 9,622 |
|
Operating Activities
Net cash provided by operating activities for the year ended December 31, 2025 was $498,000, compared to net cash used in operating activities for the year ended December 31, 2024 of $9.1 million. The cash provided by operations for the year ended December 31, 2025, resulting from a decrease in our net loss of $28.6 million, decreases in non-cash expense of $27.0 million primarily from decreases of $7.5 million in China goodwill impairment loss and $18.0 million from stock-based compensation, and an increase of $8.0 million in cash used for our operating assets and liabilities.
Net cash used in operations for the year ended December 31, 2024 of $9.1 million. The cash used in operations for the year ended December 31, 2024, resulting from our net loss of $35.0 million, increases in non-cash expense from $18.5 million in stock-based compensation expenses and $7.5 million in China goodwill impairment loss, and an increase of $5.8 million in cash used for our operating assets and liabilities.
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Non-cash adjustments changes from 2024 to 2025 :
| · | $18.0 million decrease in stock-based compensation expense |
|
|
|
| · | $7.5 million decrease in goodwill impairment loss |
|
|
|
| · | $3.2 million decrease in deferred income taxes. |
|
|
|
| · | $990,000 increase from the loss on debt extinguishment relate to promissory note payables exchanged for common stock |
|
|
|
| · | $381,000 net increase resulting from equity in income from our equity investments. |
|
|
|
| · | $289,000 net increase from the reduction in gain on debt extinguishment related to the exchange of convertible notes |
|
|
|
| · | $37,000 net decrease in depreciation and amortization expense which includes loan and debt discounts amortization. |
|
|
|
| · | $29,000 decrease in expenses associated with loss provisions for bad debts, loan losses, inventories, warranty, customer care and production guaranty. |
Changes in operating assets and liabilities:
| · | $45.7 million decrease in cash from a net increase contract assets related to projects for which the performance obligations have not been satisfied under our revenue recognition policies. |
|
|
|
| · | $57.6 million increase in cash from an increase accounts payable. |
|
|
|
| · | $8.5 million decrease in cash from a net increase in accounts receivable, SPIC receivable, and other receivables and current assets. |
|
|
|
| · | $6.2 million increase in cash from a net increase in accrued expenses and other payables and other liabilities. |
|
|
|
| · | $826,000 decrease in cash from an increase in inventories. |
|
|
|
| · | $720,000 increase in cash from a decrease in customer loans receivable. |
|
|
|
| · | $124,000 decrease in cash from a decrease operating lease liabilities. |
Investing Activities
Net cash provided by investing activities for the year ended December 31, 2025 was approximately $5.8 million, related to repayments received on promissory notes which were short-term investments made in 2024. Net cash used by investing activities for the year ended December 31, 2024 was $6.3 million, consisting of $7.7 million of short-term investment in promissory notes, offset by $1.3 million repayments received on the promissory notes, and $21,000 of cash proceeds related to the disposal of property and equipment.
Financing Activities
Net cash provided by financing activities for the year ended December 31, 2025 was $1.1 million, consisting of $4.8 million of proceeds from sale of common stock, offset by $3.3 million principal payments on convertible notes, and $346,000 payment on legal settlement with former EB-5 noteholders.
Net cash provided by financing activities for the year ended December 31, 2024 was $13.3 million, consisting of $18.6 million of net cash proceeds from the initial public offering completed in March 2024, $900,000 loan proceeds from a new short-term borrowing, offset by $5.5 million principal payments on convertible, and $276,000 payment on legal settlement with former EB-5 noteholders.
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Cash and Cash Equivalents and Restricted Cash
The following table sets forth, our cash and cash equivalents and restricted cash held by our United States and China operations at December 31, 2025 and 2024 (dollars in thousands):
|
| December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
United States |
|
|
|
|
|
| ||
Insured cash |
| $ | 909 |
|
| $ | 523 |
|
Uninsured cash |
|
| 1,899 |
|
|
| 497 |
|
|
|
| 2,808 |
|
|
| 1,020 |
|
China |
|
|
|
|
|
|
|
|
Insured cash |
|
| 309 |
|
|
| 43 |
|
Uninsured cash |
|
| 5,130 |
|
|
| - |
|
|
|
| 5,439 |
|
|
| 43 |
|
Total cash and cash equivalents and restricted cash |
|
| 8,247 |
|
|
| 1,063 |
|
Less: Cash and cash equivalents |
|
| 7,967 |
|
|
| 786 |
|
Restricted cash |
| $ | 280 |
|
| $ | 277 |
|
We currently do not plan to repatriate any cash or earnings from any of our non-United States operations because we intend to utilize such funds to purchase inventory in China for delivery to the United States. Therefore, we do not accrue any China exit taxes related to the repatriation.
Under applicable PRC law and regulations, our PRC subsidiaries are required to set aside at least 10% of their respective accumulated after-tax profits, if any, each year, to fund certain reserve funds, until the aggregate amount of such fund reaches 50% of its registered capital before they may pay dividends. We do not believe that this restriction will impair our operations since we do not anticipate that we will use the cash generated from our PRC operations in those operations and we do not plan to repatriate such funds to the United States.
We invested $7.0 million from the proceeds of our initial public offering in an 8% promissory note issued by Webao, and RMB 5,000,000, or approximately $688,000, in a 5% note due June 25, 2024 issued by Qingdao, a PRC-based company. As of December 31, 2025, Webao had repaid the $7.0 million. The initial June 30, 2024 maturity date of the Qingdao note was extended at the request of Qingdao initially to December 25, 2024 and further subsequently extended to June 30, 2025. All of the extensions were at the request of the respective makers of the notes. As of December 31, 2025, we had received payments of RMB 1,344,475, or approximately $186,000, on account of the Qingdao note with the remaining unpaid principal and interest paid in full on February 19, 2026. These notes are shown on our balance sheet as short-term investments. Maintaining any significant portion of our cash in non-financial institutions, particularly companies in Hong Kong and China, which do not have any of the protections provided by United States banks, is subject to adverse conditions in the Chinese financial and credit markets, which could impact access to our invested cash and could adversely impact our operating liquidity and financial performance.
Borrowings and Stock Issuances
At December 31, 2025, our current liabilities included secured convertible notes in the principal amount of $14.7 million and secured notes to related parties of $5.5 million. Because the holders of the $14.3 million principal amount of notes that are in default have the right to accelerate payment at any time, the full principal amount of these notes is included in current liabilities.
Contemporaneously with the execution of our lease with 3080 Landlord and the termination of our former lease with SMXP, a related party, we issued two two-year 8% notes to SMXP in the aggregate principal amount of $1,358,658. These notes provide for quarterly payments of interest during the term with the principal being initially due at maturity. The initial maturity date in October 2024 was extended to October 10, 2025. The notes were paid during quarter ended September 30, 2025.
On June 10, 2024, we borrowed $900,000 from an unrelated investment company and issued our one-year 12% promissory note in the principal amount of $900,000. The note was paid during quarter ended September 30, 2025.
During the year ended December 31, 2025, we issued 9,635,712 shares of common stock, at a discount of 25% from the market price on the date of the investment, which prices ranged from $0.70 to $0.90, with an average purchase price of $0.79. Two of the investors were the beneficial owners of the investment company that made a $900,000 loan to us and made an additional $100,000 investment and assigned the investment company’s interest in the note and the additional investment to the beneficial owners. Under the Nasdaq regulations, we may not be able to raise any significant funding from the sale of common stock at a discount from market in the near future without stockholder approval.
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EB-5 Loans
On January 3, 2012, CEF entered into a loan agreement with SREP, one of our United States subsidiaries, pursuant to which CEF advanced $45.0 million. On August 26, 2014, CEF II entered into a loan agreement with LED, another United States subsidiary, for up to $13.0 million. CEF II advanced $10.5 million pursuant to the agreement. The loans from CEF and CEF II bear interest at 3% per annum. The loans are secured by a security interest in the accounts and inventory of the borrowing subsidiary. CEF and CEF II are limited partnerships, the general partner of which is Inland Empire Renewable Energy Regional Center, a related party. The limited partners of both CEF and CEF II are investors who are not related parties who made a capital contribution to CEF or CEF II pursuant to the United States EB-5 immigration program. The EB-5 immigrant investor visa is a federal program that grants green cards and a path to citizenship to foreign investors who invest at least $500,000 toward job-creating projects. Under this program, which is administered by the United States Customs and Immigration Service, entrepreneurs (and their spouses and unmarried children under 21) are eligible to apply for a green card (permanent residence) if they make the necessary investment in a commercial enterprise in the United States and plan to create or preserve 10 permanent full-time jobs for qualified United States workers. We are a commercial enterprise that creates permanent full-time jobs in the United States.
The loans from CEF and CEF II become due, as to the investment of each limited partner, four years from the date of the loan and may be extended as may be necessary to meet applicable USCIS immigrant investor visa requirements, which will be the date that the limited partner is eligible for a green card. Under the limited partnership agreements for CEF and CEF II, the limited partners have the right to demand repayment of their capital account when the petition is approved, which demand may trigger a maturity of the loan from CEF or CEF II in the amount of the limited partner’s investment. The initial four-year term of notes in the principal amount of $55.5 million, which were issued to CEF and CEF II, and had expired prior to December 31, 2023 and are on extension until the limited partners meet applicable immigrant investor visa requirements. We cannot determine the period of the extensions. As of March 15, 2026, limited partners whose capital contributions funded loans of $43.5 million had received their green card approval and their extensions expired and one limited partner whose capital contribution funded $500,000 had withdrawn from CEF II and the limited partner’s capital contribution was returned. The petitions of limited partners of CEF and CEF II whose capital contribution funded loans of $8.0 million are pending.
As the loans matured and the limited partners requested return of their capital contribution, we offered the limited partners, in lieu of the payment by the limited partnership, a convertible note with a term of five years, with 20% of the principal amount being due on each of the first, second, third, fourth and fifth anniversaries of the date of issuance. The notes are secured by the same assets that secured the notes issued to CEF and CEF II. The convertible notes are issued by the Company and the applicable subsidiary – SREP for loans from CEF and LED from loans from CEF II. As of March 15, 2026, we had issued convertible notes in the principal amount of $43.5 million to former limited partners of CEF and CEF II, of which principal payments of $25.0 million had been made on the anniversary of the respective dates of issuance, and convertible notes in the principal amount of $3.0 million had been purchased by us for $2.1 million, leaving convertible notes in the principal amount of $15.6 million outstanding. As of March 15, 2026, notes to CEF and CEF II in the aggregate principal amount of $9.0 million were outstanding.
Convertible Notes
We have issued 4% secured subordinated convertible notes to former limited partners of CEF and CEF II, pursuant to exchange agreements with the limited partners. The limited partners accepted the notes in lieu of cash payments of their capital contribution which resulted in a reduction of SREP’s and LED's notes to CEF and CEF II, respectively, in the same amount, reducing the outstanding EB-5 loan balance. Payment of the notes is secured by a security interest in SREP’s and LED's accounts and inventory, which are the same assets as secure the original note to CEF and CEF II. The convertible notes are payable in equal installments on the first, second, third, fourth and fifth anniversaries of the date of issuance. The convertible notes made prior to, or on or about the date of, our initial public offering are convertible into common stock at a conversion price of $3,20, which is 80% of our initial public offering price of $4.00 per share. The convertible notes made after our initial public offering are convertible into common stock at a conversion price equal to 80% of the average closing price of our common stock for the ten trading days preceding the date of the exchange agreement with the limited partner which conversion prices range from $0.65 to $9.07, with an average conversion price of $1.58. The convertible notes may be converted into common stock at the first, second, third, fourth and fifth anniversaries of the date of issuance, but not earlier than six months from the date of our initial public offering or for convertible notes issued after the initial public offering, six months after the issuance of the notes.
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All convertible notes issued contained redemption put features that allow the holders of the convertible notes the right to receive, for each conversion share that would have been issuable upon conversion immediately prior to the occurrence of an effective change in control event defined as a fundamental transaction, the number of shares of common stock of the successor or acquiring corporation or of ours, if it is the surviving corporation, and any additional consideration receivable as a result of such fundamental transaction by a holder of the number of shares of common stock for which these convertible notes are convertible immediately prior to such fundamental transaction. We evaluated the redemption put feature contained in the convertible notes under the guidance of ASC 815 and concluded that the requirements for contingent exercise provisions as well as the settlement provision for scope exception in ASC 815-10-15-74 has been meet. Accordingly, the redemption put features contained in the convertible notes were not bifurcated and accounted for as freestanding derivative instruments.
During the year ended December 31, 2025, we issued convertible notes in the aggregate principal amount of $500,000 pursuant to exchange agreements which resulted in a reduction of EB-5 notes in the principal amount of $500,000 and recognized a gain on debt extinguishment of $13,000. During the year ended December 31, 2024, we issued convertible notes in the aggregate principal amount of $6.0 million pursuant to exchange agreements which resulted in a reduction of EB-5 note in the principal amount of $6.0 million and recognized a gain on debt extinguishment of $303,000.
Default Event and Remedies Upon Event of Default
From April 2023 through December 31, 2025, we did not pay annual principal installment payments and related quarterly interest payments within 30 days of the anniversary dates, causing a default event on convertible notes in the aggregate principal amount of $14.3 million, at December 31, 2025. The notes provide that, commencing five days after occurrence of any Event of Default that results in the eventual acceleration of the note, the interest rate on the note shall accrue at an interest rate equal to the lesser of 12% per annum or the maximum rate permitted under applicable law. Further, if any Event of Default occurs, the outstanding principal amount of the note plus accrued but unpaid interest and other amounts owing in respect thereof through the date of acceleration shall become, at the noteholder's election, immediately due and payable in cash, and the noteholder together shall have rights to foreclose on the collateral Since the noteholders have not taken steps to accelerate payment, which triggers the 12% default interest rate, we have accrued interest on the notes at 4%. As of December 31, 2025, one noteholder has given notice for acceleration, for which we have accrued the interest at the 12% default rate, and the note and accrued interest was paid in full in January 2026.
Other Debt Obligations
We had an unsecured loan for $2.0 million from an unrelated party bearing interest rate at 6% per annum which became due at June 30, 2025. This loan had been extended periodically since the original maturity date of April 30, 2021. On July 31, 2025 this loan was exchanged for 2,702,703 shares of common stock in a private placement offering at a discounted per share price of $0.74 per share. In connection with this exchange, we recognized a loss on debt extinguishment of approximately $676,000 in July 2025 based on the fair value of our common stock relative to the discount sale price of the common stock. The issuance of the shares is part of the equity financing during the year ended December 31, 2025, described above in the fourth paragraph under “Borrowings and Stock Issuances.”
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We had an unsecured loan for $900,000 from an unrelated investment company bearing interest rate at 12% per annum which became due on August 10, 2024 and had since been extended to June 30, 2025. On April 16, 2025, the $900,000 unsecured promissory note was assigned by the original creditor to two unrelated individuals, who then exchanged the promissory note for a total of 1,046,512 shares of our common stock at a purchase price of $0.86 per share, representing a discount of 25% of the fair value of the share. In connection with the exchange, we recognized a loss from debt extinguishment of $313,953 based on the fair value of the common stock relative to the sale price of the shares.
Notes Payable to SMX Property, LLC, a related party
On October 10, 2022, SMX Property, LLC, a related party and the former owner of our Riverside headquarters, made unsecured loans to us of $944,077 and $414,581, for which we issued its 8% promissory notes due October 10, 2025, with interest payable quarterly. The $944,077 loan was used to pay the security deposit and lease obligations for one month owed to the new owner of our headquarters building under the new lease agreement. On September 2, 2025, this loan was repaid. The $414,581 loan was used to pay lease obligations owing to SMX Property by us for rent on our headquarters from June 1, 2022 to October 12, 2022. On July 22, 2025, this loan was repaid. Our chief executive officer and our former executive vice president who is a 5% stockholder and is the principal management of SMX Property. One other director has a non-controlling interest in SMX Property and is not part of its management.
Contractual Obligations
Borrowings
Principal maturities for the financing arrangements as of December 31, 2025 are as follows (dollars in thousands):
For the year ending December 31, |
| EB-5 Loans - Related Party |
|
| Convertible Notes |
|
| Total |
| |||
2026 |
| $ | 5,500 |
|
| $ | 14,650 |
|
| $ | 20,150 |
|
2027 |
|
| 3,500 |
|
|
| 200 |
|
|
| 3,700 |
|
2028 |
|
| 1,500 |
|
|
| 200 |
|
|
| 1,700 |
|
2029 |
|
| - |
|
|
| 100 |
|
|
| 100 |
|
Total |
| $ | 10,500 |
|
| $ | 15,150 |
|
| $ | 25,650 |
|
Operating Leases
Future minimum lease commitments for office facilities and equipment for each of the next five years as of December 31, 2025, are as follows (dollars in thousands):
For the year ending December 31, |
| Total |
| |
2026 |
| $ | 1,785 |
|
2027 |
|
| 16 |
|
2028 |
|
| 10 |
|
Total |
| $ | 1,811 |
|
On January 28, 2026, we entered into an amendment to the lease for our facilities at 3080 12th Street, Riverside, California. The amendment extends the expiration date of the lease from December 31, 2026 to December 31, 2033. The annual base rent during the term, as extended is $1,855,566 for 2026 and it increases annually until $2,282,112 for 2033. We will also pay certain operating expenses in the same manner as with the prior lease. The amendment provides for certain construction expenses, a portion of which are payable by the landlord and a portion of which are payable by us.
Employment Agreements
On October 7, 2016, we entered into an employment agreement with our chief executive officer, David Hsu, for a five-year term commencing January 1, 2017 and continuing on a year-to-year basis unless terminated by us or Mr. Hsu on not less than 90 days’ notice prior to the expiration of the initial term or any one-year extension. The agreements provide for an annual salary with an increase of not less than 3% and an annual bonus in restricted stock and cash equal to a specified percentage of consolidated revenues for each year. Mr. Hsu’s annual salary for 2024 was at the annual rate of $737,924, and his annual salary for 2025 is at the annual rate of $760,065. We also owe Mr. Hsu $675,000 as the cash payment in connection with his exchange of 1,348,213 restricted shares of common stock for options to purchase 1,428,432 shares of common stock at $5.01 per share and a cash payment of $675,000, which was initially payable by December 15, 2019 and has been extended and is now due commencing on December 31, 2025 in twelve equal monthly installments. In addition, at December 31, 2025, we owed Mr. Hsu $1,818,282, representing deferred salary from 2019 through 2024 and cash bonuses deferred from 2017 and 2018. Mr. Hsu waived his bonus for 2019 through 2025 as part of the suspension of incentive programs for key employees, and he agreed that the $1,818,282 deferred salary and $675,000 bonus be paid in twelve equal monthly installments with the first payment having become due on December 31, 2025. As of March 15, 2026, Mr. Hsu has been paid $415,547 under this agreement.
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Cash Requirements
We require substantial funds for our business, and we believe that the cash and cash equivalents and short-term investment, together with cash generated by our operations should enable us to meet our cash requirements for at least the twelve months from the date of this report although such funds may not be adequate if the holders of the $14.3 million convertible notes on which we are in default demand acceleration. During the year ended December 31, 2025, we raised a total of approximately $7.7 million from the sale of common stock at a 25% discount from market, of which $4.8 million in cash was received and the balance represented the issuance of common stock in satisfaction of our notes in the aggregate principal amount of $2.9 million. Under the Nasdaq regulations, we may not be able to raise any significant funding from the sale of common stock at a discount from market in the near future without stockholder approval. However, we cannot assure you that we will not require additional funds to meet our commitments or that funds will be available on reasonable terms, if at all. We have significant debt obligations which mature or may mature during the next year. With respect to the loans made by CEF and CEF II under the EB-5 program, as described above, we are seeking to refinance the loans through the issuance of secured subordinated convertible notes to the limited partners of the lenders. The proposed convertible notes would have a conversion price of 80% of the market price at the date of issuance of the convertible note. However, in view of both our defaults on other convertible notes in the principal amount of $14.3 million and our low stock price and the notice from Nasdaq that we are not in compliance with the $1.00 minimum stock price requirement, they may not accept our convertible notes and may require payment or notes with terms more favorable to them. We also have obligations to Mr. Hsu described above, approximately $2.5 million of which will be paid in twelve equal monthly installments with the first payment becoming due on December 31, 2025. We cannot assure you that we will be able to negotiate extensions to our loans or refinancing of our EB-5 debt. The willingness of the limited partners of CEF and CEF II to accept convertible notes rather than a cash payment of their investment in the limited partnership may be affected by their perception of our performance and the performance of our common stock, including our low stock price and the possibility of our being delisted from Nasdaq, as well as their perception that they could get a more favorable result with litigation. We cannot assure you that such financing will be available on acceptable, if any terms, which would impair our ability to develop our business. The low price of our common stock may make it difficult for us to issue convertible notes that are convertible at a discount from the market price of our common stock and if we are unable to raise necessary financing or otherwise restructure our current debt obligation we may not be able to continue in business. Our financial statements for the year ended December 31, 2025 and 2024 have a going concern paragraph.
Critical Accounting Estimates and Policies
The accounting policies described below are considered critical to obtaining an understanding of our consolidated financial statements because their application requires the use of significant estimates and judgments by management in preparing the consolidated financial statements. Management estimates and judgments are inherently uncertain and may differ significantly from actual results achieved. Management considers an accounting estimate to be critical if the estimate requires significant assumptions and changes in the estimate or, the use of alternative estimates, could have a material impact on our results of operations or financial position. For more information on our accounting policies, see “Notes to Consolidated Financial Statements—Note 2. Basis of Presentation and Summary of Significant Accounting Policies.”
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Allowance for credit and loan losses
Nature of Estimates Required
In adopting ASU 2016-13, we are required to estimate credit and loan losses based on a forward-looking methodology and, if needed, record a reserve for each of the following assets: accounts receivable, customer loans receivable and certain contract assets.
Key Assumptions and Approach Used
In determining the expected loss, we make assumptions based on historical collection experience, current and forecasted economic and business conditions, and a review of the status of each customer’s financial asset account. Specifically, we estimate loss reserve based on the aging of the financial asset balances and the financial condition of customers and provide for specific allowance amounts for those customers that have a higher probability of default. With respect to our China operations, we review China’s current and future economic conditions along with its political landscape, and how these factors may affect our receivable from SPIC, a state-owned entity. We regularly monitor collection status of these financial assets through account reconciliation, payment tracking, customer’s financial condition and macroeconomics conditions.
Effect if Different Assumptions Used
We believe that assumptions not based on the use of historical collection experience, current and forecasted economic, political (China operations) and business conditions, and a review of the status of each customer’s financial asset account would be contra to the requirements of ASU 2016-13 and a departure from GAAP.
Income Taxes
Nature of Estimates Required
As part of the process of preparing our consolidated financial statements, we are required to estimate income taxes for each jurisdiction in which we operate. This process involves estimating actual current period tax expense together with assessing temporary differences resulting from differing treatment of items, such as depreciation, for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our balance sheets, including net operating loss and tax credit carryforwards. Certain estimates and assumptions are required to determine whether deferred tax assets can and will be utilized in future periods.
We take certain tax positions we believe are in accordance with the applicable tax laws. However, these tax positions are subject to interpretation by the Internal Revenue Service, state tax authorities, foreign tax authorities and the courts. We determine uncertain tax positions in accordance with the authoritative guidance.
Key Assumptions and Approach Used
In determining whether it is more likely than not that all or some portion of net operating loss and tax credit carryforwards can be utilized, we analyze the trend of GAAP earnings and then estimates the impact of future taxable income, reversing temporary differences and available prudent and feasible tax planning strategies based on currently enacted tax laws.
Accounting for tax obligations requires management judgment. We use judgment in determining whether the evidence indicates it is more likely than not, based solely on the technical merits, that a tax position will be sustained, and to determine the amount of tax benefits to be recognized. Judgment is also used in determining the likelihood a tax position will be settled and possible settlement outcomes. In assessing uncertain tax positions we consider, among others, the following factors: the facts and circumstances of the position, regulations, rulings, and case law, opinions or views of legal counsel and other advisers, and the experience gained from similar tax positions. We evaluate uncertain tax positions at the end of each reporting period and make adjustments when warranted based on changes in fact or law.
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Effect if Different Assumptions Used
Should a change in facts or circumstances, including a change in enacted tax legislation, lead to a change in judgment about the ultimate realizability of a deferred tax asset, we would record or adjust the related valuation allowance in the period that the change in facts and circumstances occurs, along with a corresponding increase or decrease in the provision for income taxes.
Actual income taxes may differ from the estimated amounts which could have a significant impact on the liabilities, revenue and expenses recorded in the financial statements. Significant judgment is required to determine the tax treatment of particular tax positions that involve interpretations of complex tax laws. Such liabilities are based on judgment and a final determination could take many years from the time the liability is recorded. Furthermore, settlement of tax positions included in open tax years may be resolved by compromises of tax positions based on current factors and business considerations that may result in material adjustments to income taxes previously estimated. For a discussion of current and deferred taxes, net operating losses and tax credit carryforwards, accounting for uncertainty in income taxes, unrecognized tax benefits, and tax disputes, see Note 22 of “Notes to Consolidated Financial Statements.”
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable
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Item 8. Financial Statements and Supplementary Data
The financial statements start on Page F-1
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
On May 5, 2025, the Company engaged CBIZ CPAs P.C. (“CBIZ”) as its independent registered public accounting firm following the resignation by Marcum LLP (“Marcum”) as the Company’s independent registered public accounting firm following the acquisition by CBIZ of the attest business of Marcum. During the years ended December 31, 2024 and 2023 and the subsequent interim period from January 1, 2025 to the date of Marcum’s resignation, and in connection with the audit of the Company’s financial statements, there were (a) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Marcum’s satisfaction, would have caused Marcum to make reference to the subject matter of the disagreement in connection with its reports on the Company’s consolidated financial statements for such periods and (b) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions). Marcum’s reports on the Company’s consolidated financial statements for the years ended December 31, 2024 and 2023 were not qualified or modified as to uncertainty, audit scope or accounting principles except that there was an explanatory paragraph as to the Company’s ability to continue as a going concern.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Disclosure controls and procedures are controls and other procedures designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report. Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are designed to provide that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework.
Management's Annual Report on Internal Control over Financial Reporting
As of December 31, 2025, we believe that our internal controls over financial reporting are effective in providing reasonable assurance regarding the reliability of our financial reporting.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving the desired control objectives. Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Similarly, an evaluation of controls cannot provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.
As an “emerging growth company,” we may take advantage of certain temporary exemptions from various reporting requirements, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act (and the SEC rules and regulations thereunder). Accordingly, this Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm.
Item 9B. Other Information
We have adopted an insider trading policy. Our insider trading policy is available on our website and is filed as an exhibit to this annual report.
Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections.
Not applicable
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Part III
Item 10. Directors, Executive Officers and Corporate Governance
Executive Officers and Directors
Set forth below is certain information with respect to our directors and executive officers:
Name |
| Age |
| Title |
David Hsu |
| 62 |
| Chief executive officer and director |
Stephen Brown |
| 66 |
| Chief financial officer |
Simon Yuan |
| 71 |
| Director |
Wei Yuan Chen |
| 66 |
| Director |
Lei Zhang, Ph.D. |
| 43 |
| Director |
Steve Chen |
| 67 |
| Director |
David Hsu, together with Simon Yuan and Ching Liu, who was formerly an executive officer and director and is a 5% stockholder, are our founders. Mr. Hsu has served as our chief executive officer and a director since our organization in February 2008. Mr. Hsu has more than 20 years of experience in sales, international business development and management in the automotive and energy industries. Before starting SolarMax in 2008, Mr. Hsu served as a consultant to China Sunergy, a leading photovoltaic panel manufacturer and solar energy company. Mr. Hsu received a bachelor’s degree in electrical engineering from Shanghai Jiao Tong University School of Engineering. Mr. Hsu’s solar energy industry experience and his relationships with industry experts qualify him to serve as a director.
Stephen Brown has served as our chief financial officer since May 2017. From 2013 until April 2017, he was chief financial officer of STAAR Surgical Company. Mr. Brown was vice president, global finance of Bausch & Lomb from 2008 until 2013 and chief financial officer of Hoya Surgical Optics from 2007 to 2008. He served in various capacities over a 13-year period with Johnson & Johnson including chief financial officer of the Advanced Sterilization Products division. His 35-year business career also includes the founding of Degree Baby Products, a privately held company that was sold after six years of operations to Johnson & Johnson. Mr. Brown holds an M.B.A. degree from University of California, Los Angeles Anderson School of Management and earned a B.A. degree in Business Administration from California State University, Fullerton.
Simon Yuan, one of our founders, served as a director since February 2008 and chief financial officer from February 2008 until May 2017. In 1989, Mr. Yuan founded Simon & Edward, LLP, a PCAOB registered public accounting firm of which he has been managing partner since its founding. Prior to founding Simon & Edward, Mr. Yuan was employed by Wells Fargo Bank as a senior internal auditor and by the State of California as a tax auditor. Mr. Yuan was also a supervising senior auditor with the international accounting firm of Moore Stephens. Mr. Yuan’s professional experience encompasses more than 30 years of public accounting, with expertise in a broad range of business accounting and auditing, and international taxation, estate planning, business merger and acquisition, and general business consulting. Mr. Yuan is an active leader, officer and participant of many professional and charitable organizations. He is a director of the Sino-American Certified Public Accountants Association and also served as its president in 1998. Mr. Yuan received a Master of Accountancy from Ohio State University. Mr. Yuan’s accounting background, as well as his service as our chief financing officer, qualify him to serve as a director.
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| Table of Contents |
Wei Yuan Chen has served as a director since April 2010. Mr. Chen, who is semi-retired, was the chief designer and director for Xing Rong Project Management Company, Shanghai, China, a position he held from 1990 to 2010. In 2002, Mr. Chen received the "Design and Build” of the year award for designing the headquarters of Applied Material, Shanghai, China. Mr. Chen earned his bachelor’s degree from Tsinghua University. Mr. Chen brings to us his project management knowledge and 20 years of experience of implementation and integration of renewable sources into his architectural designs. Mr. Chen’s experience in project management and familiarity with the Chinese market qualify him to serve as a director.
Dr. Lei Zhang has been a director since November 2020. She has been a professor, which is a tenured position, in the Department of Mechanical Engineering at the University of Alaska, Fairbanks since July 2024, having been an associate professor from August 2018 to June 2024, and an assistant professor in that department from August 2013 to June 2018. She is co-author of a number of annual books on energy technology and is co-author of a number of articles in her field in peer reviewed journals. Dr. Zhang received her B.Eng. and M.S. in Material Science and Engineering from China University of Mining & Technology, Beijing, and her Ph.D. from Michigan Technological University. Dr. Zhang’s knowledge of the energy industry qualifies her to serve as a director.
Steve Chen has been a director since November 2025. Mr. Chen is a private investor and business operator since 1998. He actively manages a portfolio of commercial and hospitality real estate assets in the United States. His professional experience includes founder and chief executive officer of ALPS European Whole Grain in Shanghai, China, the first microbrewery in China, from 1994 to 2000, and founder and chief executive officer from 2009 to 2016 of Speedy Sails, a regional distribution business for U.S. manufactured catamarans aimed at China’s emerging marine leisure market. Mr. Chen received his degree from World College of Journalism in Taipei, Taiwan. We believe his business experience qualifies him to serve as a director.
All of our executive officers and directors are located in the United States except that two directors (Wei Yuan Chen and Stephen Chen, who are not related) are located in China. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon those directors located outside the United States, to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors under United States securities laws. In particular, the PRC does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States and many other countries and regions. Therefore, recognition and enforcement in the PRC of judgement of United States courts in relation to any matter not subject to a binding arbitration provision may be difficult or impossible.
Information about the Board of Directors
Our board of directors oversees our business and affairs and monitors the performance of management. In accordance with corporate governance principles, the board does not involve itself in day-to-day operations. The directors keep themselves informed through discussions with our chief executive officer and other key executives, by reading the reports and other materials that we send them, and by participating in board and committee meetings. Directors hold office for a term of one year and until their successors have been elected and qualified unless the director resigns or by reasons of death or other cause is unable to serve in the capacity of director.
Terms of Directors
Our directors are elected for a term of one year, until the next annual meeting of stockholders and until their successors are elected and qualified. Pursuant to our bylaws, our officers serve at the pleasure of the board of directors subject to any rights they may have pursuant to employment agreements and applicable law.
Committees of the Board of Directors
We have established an audit committee, a compensation committee and a nominating and corporate governance committee. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below.
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Audit Committee. Our audit committee consists of Simon Yuan, as chair, Wei Yuan Chen and Lei Zhang, Ph.D. We have determined that each of the audit committee members satisfies the "independence” requirements of the Nasdaq Listing Rules and meet the independence standards under Rule 10A-3 under the Exchange Act. We have determined that each of Mr. Yuan qualifies as an "audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of our financial statements. The audit committee is responsible for, among other things:
| · | selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm; |
|
|
|
| · | reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response; |
|
|
|
| · | reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; |
|
|
|
| · | discussing the annual audited financial statements with management and the independent registered public accounting firm; |
|
|
|
| · | reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures; |
|
|
|
| · | annually reviewing and reassessing the adequacy of our audit committee charter; |
|
|
|
| · | meeting separately and periodically with management and the independent registered public accounting firm; |
|
|
|
| · | monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance; |
|
|
|
| · | establishing procedures for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; and |
|
|
|
| · | reporting regularly to the board. |
Our audit committee reviews all proposed related party transactions on an ongoing basis and any such transactions must be approved by the audit committee.
The audit committee has the authority, with the assistance of management, to advise the board and any other board committee if the clawback provisions of our clawback policy are triggered based upon a financial statement restatement or other financial statement change.
The audit committee also has the responsibility to implement and oversee our cybersecurity and information security policies and periodically review the policies and manage potential cybersecurity incidents.
Compensation Committee. Our compensation committee consists of Wei Yuan Chen, as chair, Simon Yuan and Lei Zhang, Ph.D. We have determined that each of the committee members satisfies the "independence” requirements of the Nasdaq Listing Rules. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated upon. The compensation committee is responsible for, among other things:
| · | reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers; |
|
|
|
| · | reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors; |
|
|
|
| · | reviewing periodically and approving any incentive compensation or equity plans, programs or other similar arrangements; and |
|
|
|
| · | selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management. |
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The compensation committee shall, with the assistance of management, have the authority and responsibility to, either by itself or in coordination with the audit committee, make any determinations and take or authorize the taking of any action contemplated by our clawback policy.
Nominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of Lei Zhang, Ph.D., Wei Yuan Chen and Steve Chen. We have determined that each of the committee members satisfies the "independence” requirements of the Nasdaq Listing Rules. The nominating and corporate governance committee assists the board in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee is responsible for, among other things:
| · | recommending nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board; |
|
|
|
| · | reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience, expertise, diversity and availability of service to us; |
|
|
|
| · | selecting and recommending to the board the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself; |
|
|
|
| · | developing and reviewing the corporate governance principles adopted by the board and advising the board with respect to significant developments in the law and practice of corporate governance and our compliance with such laws and practices; and |
|
|
|
| · | evaluating the performance and effectiveness of the board as a whole |
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors, executive officers and 10% stockholders to file initial reports of ownership and reports of changes in ownership of our common stock with SEC and to furnish us with copies of all Section 16(a) forms that they file. Chen Wei Yuan and Zhang Lei, Ph.D. were late in their filings, and Steve Chen is delinquent in his Form 3 filings.
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Item 11. Executive Compensation
The following table sets forth information regarding the compensation awarded to, earned by, or paid during the years ended December 31, 2025 and 2024 to our chief executive officer and the most highly paid executive officer other than the chief executive officer. These two officers, who are our only executive officers, are referred to as our "Named Executive Officers.”
Summary Compensation Table
|
|
| Salary |
|
| Cash Bonus |
|
| Stock Bonus |
|
| Option Awards |
|
| Non-Equity Incentive Plan Compensation |
|
| Non-qualified Deferred Compensation Earnings |
|
| All Other Compensation2 |
|
| Total |
| |||||||||
Name and principal position |
| Year |
| ($) |
|
| ($) |
|
| ($) |
|
| ($) |
|
| ($) |
|
| ($) |
|
| ($) |
|
| ($) |
| ||||||||
David Hsu, |
| 2025 |
| $ | 760,065 |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | 760,065 |
|
Chief executive officer1 |
| 2024 |
| $ | 737,924 |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | 737,924 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stephen Brown, |
| 2025 |
| $ | 350,000 |
|
| $ | 105,000 |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | 13,489 |
|
| $ | 468,489 |
|
Chief financial officer |
| 2024 |
| $ | 350,000 |
|
| $ | 105,000 |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | 26,896 |
|
| $ | 481,896 |
|
____________
1 | Pursuant to his employment agreement, Mr. Hsu is eligible for an annual bonus in which 70% is payable in stock and 30% is payable in cash. |
|
|
2 | All other compensation represents the value of paid time off accrued. |
Employment Agreements
On October 7, 2016, we entered into an employment agreement with David Hsu-pursuant to which it agreed to employ Mr. Hsu as our chief executive officer for a five-year term commencing January 1, 2017 and continuing on a year-to-year basis unless terminated by us or Mr. Hsu on not less than 90 days’ notice prior to the expiration of the initial term or any one-year extension. We agreed to include Mr. Hsu as a nominee of the board of directors for election as a director during the term of his agreement, and, upon his election as a director, Mr. Hsu is to serve as chairman of the board. Mr. Hsu’s initial salary was $600,000, with an annual increase of not less than 3%. Mr. Hsu’s employment agreement provides for a salary increases of at least 3% annually and a bonus based on our revenues. Mr. Hsu’s compensation was at the annual rate of $760,065 for 2025 and $737,924 for 2024. His compensation for 2026 is at the annual rate of $782,867. Mr. Hsu is entitled to an annual bonus based on consolidated revenues for the year in accordance with the following table:
Revenue |
| Bonus in Dollars or Percentage of Revenues |
| |
Less than $30 million |
| $ | - |
|
More than $30 million but less than $50 million |
| $ | 250,000 |
|
More than $50 million but less than $100 million |
|
| 0.55 | % |
More than $100 million but less than $200 million |
|
| 0.60 | % |
More than $200 million but less than $300 million |
|
| 0.75 | % |
More than $300 million |
|
| 1.00 | % |
70% of the bonus payable for any calendar year is to be paid in restricted stock and 30% is to be paid in cash and shall be paid no later than the earlier of (i) 30 days following the issuance of our audited financial statements for the calendar year in which the bonus is earned or (ii) the last business day of December of such next following calendar year. Our audited financial statements shall be deemed to be issued on the date we file our annual report on Form 10-K. The equity component of the bonus shall be based on the average closing market price of the common stock on the principal exchange or market on which the common stock is traded for the period beginning on the first day of the quarter in which the bonus is payable and ending on the third trading day prior to the date payment is made; except that, if the common stock is not publicly traded, the common stock shall be valued at the most recent price at which the common stock was sold in a private placement to non-affiliated investors. The restricted stock will vest immediately on issuance. Mr. Hsu waived his bonus for 2025 in connection with the suspension of incentive programs for our key employees since 2019.
Mr. Hsu is eligible for restricted stock grants or stock options, which shall not exceed 1.5% of our outstanding common stock prior to the grant. The agreement also provides Mr. Hsu with $2.0 million of life insurance, medical and dental insurance and long-term disability insurance providing monthly benefits of not less than $25,000. In the event of Mr. Hsu’s termination in the event of his disability or death, we will pay Mr. Hsu or his beneficiary severance payments or death benefits equal to his highest compensation, which is his salary plus bonus, during the three calendar years prior to the year in which the termination of employment for disability or death occurs, multiplied by the number of full years Mr. Hsu has been employed by us. Mr. Hsu’s employment commenced in February 2008. These termination payments shall be made in annual installments, each equal to one year’s total compensation. In the event of a termination not for cause, by Mr. Hsu for good cause or termination of employment within 18 months of a change of control, we shall pay Mr. Hsu, a lump sum termination payment equal to two times his highest annual compensation for the three years preceding the year in which the termination of employment occurs multiplied by the number of full years that Mr. Hsu was employed by us. In connection with Mr. Hsu’s exchange of 674,107 restricted shares for options to purchase 1,428,432 shares of common stock at $5.01 per share and 674,107 restricted shares for a cash payment of $675,000, which has not been paid as of December 31, 2025. In addition, at December 31, 2024, we owed Mr. Hsu $1,712,770, representing deferred salary from 2019, 2020, 2021, 2022 and 2023 and cash bonuses deferred from 2017 and 2018. Mr. Hsu agreed that this deferred salary and bonus be paid in twelve equal monthly installments, the first payment becoming due on the February 27, 2025 which date was extended to December 31, 2025. As of March 15, 2026, Mr. Hsu has been paid $415,547 under this agreement, and $2,077,735 remains due to Mr. Hsu and is being paid under this agreement.
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We have an employment agreement dated March 23, 2017 with Stephen Brown pursuant to which we pay Mr. Brown an annual salary of $350,000. Mr. Brown’s agreement provides that his employment is at will.
Clawback Policy
Our board of directors adopted a clawback policy covering our executive officers. An executive officer is our chief executive officer, president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president in charge of a significant principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for us. As of the date of this annual report, our only executive officers are our chief executive officer and our chief financial officer. The clawback policy relates to incentive-based compensation, which is any compensation that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure. The clawback policy covers the recovery of incentive-based compensation from an executive officer only in the event that we are required to prepare an accounting restatement due to the material noncompliance of our financial reporting requirement under the United States securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Questions as to "materiality” will be made by the Compensation Committee in coordination with the Audit Committee.
The incentive-based compensation subject to recovery is the incentive-based compensation received during the three completed fiscal years immediately preceding the date that we are required to prepare an accounting restatement as described above, provided that the person served as an executive officer at any time during the performance period applicable to the incentive-based compensation in question provided that the clawback policy shall only apply if the incentive-based compensation is received while we have a class of securities listed on Nasdaq and on or after October 2, 2023. David Hsu, our chief executive officer, has an employment agreement which provides for incentive-based compensation during the year ended December 31, 2025; however, Mr. Hsu waived his bonus for 2025 in connection with the suspension of incentive programs for our key employees.
Employee Benefit Plans
In October 2016, our board of directors adopted, and in November 2016, our stockholders approved, the 2016 Long-Term Incentive Plan (the "Plan”), pursuant to which a maximum of 3,810,949 shares of common stock may be issued pursuant to restricted stock grants, incentive stock options, non-qualified stock options and other equity-based incentives may be granted. In March 2019, the board and stockholders approved an increase in the number of shares subject to the plan to 8,988,084.
As of December 31, 2025, there were outstanding options to purchase a total of 6,189,749 shares of common stock at an average exercise price of $5.01, including options granted prior to the adoption of the Plan. The following table sets forth information as to options held by our officers, directors and 5% stockholders.
Name |
| Shares |
| |
David Hsu |
|
| 1,428,432 |
|
Simon Yuan |
|
| 1,269,717 |
|
Ching Liu |
|
| 1,058,098 |
|
Stephen Brown |
|
| 199,736 |
|
Total |
|
| 3,955,983 |
|
The grantees of the restricted stock grants have all rights of ownership with respect to the shares, including the right to vote the shares and to receive dividends and distributions with respect to the shares until and unless a forfeiture event shall occur; provided, however, that prior to a forfeiture termination event, (i) the grantees shall have no rights to sell, encumber or otherwise transfer the shares, and (ii) any shares of any class or series of capital stock which are issued to the grantee as a holder of the shares as a result of a stock dividend, stock split, stock distribution, reverse split, recapitalization, or similar event, shall be subject to the same forfeiture provisions as the shares. A forfeiture termination event shall mean such date as is six months following our initial public offering, which is the vesting date with respect to the shares. The shares were subject to forfeiture if we did not complete our initial public offering by April 30, 2024. The options became exercisable as to 50% of the shares in August 2024 and became exercisable as to the remaining 50% in August 2025.
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Outstanding Equity Awards
The following table sets forth information as to outstanding equity awards at December 31, 2025 for the Named Executive Officers:
|
| Option swards |
| Stock awards |
| |||||||||||||||||||||||||
|
| Shares underlying unexercised option # exercisable |
|
| Shares underlying unexercised option # unexercisable |
|
| Equity incentive plan awards: number of securities underlying unexercised unearned options |
|
| Option exercise price |
|
| Option expiration date |
| Number of shares that have not vested |
|
| Market value of shares that have not vested |
|
| Equity incentive plan awards: number of unearned shares or other rights that have not vested |
| |||||||
David Hsu |
|
| 1,428,432 |
|
|
|
|
|
| - |
|
| 5.01 |
|
| 02/12/34 |
|
| - |
|
|
| - |
|
|
| - |
| ||
Stephen Brown |
|
| 199,736 |
|
|
| - |
|
|
| - |
|
|
| 5.01 |
|
| 04/30/27 |
|
| - |
|
|
| - |
|
|
| - |
|
Director Compensation
The following table sets forth information as to the compensation paid to our directors in 2025, other than those named in the Summary Compensation Table:
Name |
| Cash Compensation |
|
| Stock Awards |
|
| Total |
| |||
Steve Chen |
|
| - |
|
|
| - |
|
|
| - |
|
Wei Yuan Chen |
|
| - |
|
|
| - |
|
|
| - |
|
Simon Yuan |
|
| - |
|
|
| - |
|
|
| - |
|
Lei Zhang, Ph.D. |
|
| - |
|
|
| - |
|
|
| - |
|
Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters
The following table sets forth information with respect to the beneficial ownership of our common stock as of March 15, 2026 by:
| · | each person known to us to beneficially own 5% or more of our common stock; |
|
|
|
| · | each director; |
|
|
|
| · | each of our Named Executive Officers; and |
|
|
|
| · | all officers and directors as a group. |
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All information with respect to beneficial ownership has been furnished by the respective 5% or more stockholders, directors or executive officers, as the case may be. Each person is deemed to own beneficially shares of common stock that are issuable upon exercise of options, warrants or upon conversion of convertible securities if they are exercisable or convertible within 60 days of March 15, 2026. Unless otherwise noted, the mailing address of each listed beneficial owner is 3080 12th Street, Riverside, California 92507.
Name of Beneficial Owner |
| Shares Beneficially Owned |
|
| Percentage1 |
| ||
David Hsu2 |
|
| 6,174,946 |
|
|
| 10.7 | % |
Jinxi Lin3 |
|
| 3,566,700 |
|
|
| 6.3 | % |
Changzhou Almaden Co. Ltd.3 |
|
| 3,566,700 |
|
|
| 6.3 | % |
Ching Liu4 |
|
| 3,955,447 |
|
|
| 6.9 | % |
Simon Yuan5 |
|
| 4,101,664 |
|
|
| 7.1 | % |
Wei Yuan Chen |
|
| 1,757,670 |
|
|
| 3.1 | % |
Lei Zhang, Ph.D. |
|
| - |
|
| - | % | |
Stephen Brown6 |
|
| 199,736 |
|
|
| 0.3 | % |
All officers and directors as a group2,3,5,6 (five individuals beneficially owning stock) |
|
| 12,234,016 |
|
|
| 20.9 | % |
____________
* | Less than 1% |
1 | The percentages are based on 56,906,572 shares of common stock outstanding. |
2 | Represents 5,460,730 shares owned by Mr. Hsu and 714,216 shares issuable upon exercise of options held by Mr. Hsu. |
3 | The shares beneficially owned by Jinxi Lin represent the 3,566,700 shares owned by AMD, of which Mr. Lin is chairman and chief executive officer and has the right to vote and dispose of the shares. The address for Mr. Lin and AMD is No. 639, Qinglong East Road, Changzhou, Jiangsu, China. |
4 | Represents 2,368,300 shares owned by Ms. Liu and 529,049 shares subject to options held by Ms. Liu. The address for Ms. Liu is 2810 Steeplechase Lane, Diamond Bar, CA 91765 |
5 | Represents 3,466,805 shares owned by Mr. Yuan and 634,859 shares issuable upon exercise of options held by Mr. Yuan. |
6 | Shares beneficially owned by Mr. Brown represents an option to purchase 199,736 shares of common stock. |
Except as otherwise indicated each person has the sole power to vote and dispose of all shares of common stock listed opposite his or her name.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Related Party Transactions
EB-5 Notes
On January 3, 2012, CEF entered into a loan agreement with SREP, pursuant to which CEF agreed to make loans to the subsidiary in an amount not to exceed $45 million. CEF advanced $45 million pursuant to the agreement. On August 26, 2014, CEF II entered into a loan agreement with LED, for up to $13.0 million CEF II advanced $10.5 million pursuant to the agreement. The proceeds of the loans were used by our subsidiaries for their operations. The loans from CEF and CEF II accrue interest at 3% per annum, payable quarterly in arrears. The loans are secured by a security interest in the accounts and inventory of the borrowing subsidiary. CEF and CEF II are limited partnerships, the general partner of which is Inland Empire Renewable Energy Regional Center, LLC ("Inland Empire”). Inland Empire is owned by David Hsu, our chief executive officer and a director, and Ching Liu, our former executive vice president and former director and a 5% stockholder. Simon Yuan, a director, resigned from Inland Empire in January 2024. He had not been involved in the management of CEF or CEF II. The limited partners of both CEF and CEF II are unaffiliated investors who made a capital contribution to CEF or CEF II pursuant to the United States EB-5 immigration program and are not related parties. The EB-5 immigrant investor visa is a federal program that grants green cards and a path to citizenship to foreign investors who invest at least $500,000 toward job-creating projects. Under this program, which is administered by the United States Customs and Immigration Service, entrepreneurs (and their spouses and unmarried children under 21) are eligible to apply for a green card (permanent residence) if they make the necessary investment in a commercial enterprise in the United States and plan to create or preserve 10 permanent full-time jobs for qualified United States workers. We are a commercial enterprise that creates permanent full-time jobs in the United States.
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| Table of Contents |
The loans from CEF and CEF II become due, as to the investment of each limited partner, four years from the date of the loan and may be extended as may be necessary to meet applicable USCIS immigrant investor visa requirements, which will be the date that the limited partner is eligible for a green card. Under the limited partnership agreements for CEF and CEF II, the limited partners may demand repayment of their capital account when the petition is approved, which demand may trigger a maturity of the loan from CEF or CEF II in the amount of the limited partner’s investment. The initial four-year term of notes in the principal amount of $55.5 million, which were issued to CEF and CEF II, and had expired prior to December 31, 2023 and are on extension until the limited partner meets applicable immigrant investor visa requirements. We cannot determine the period of the extensions. As of March 15, 2026, limited partners whose capital contributions funded loans of $43.5 million had received their green card approval and their extensions expired and one limited partner whose capital contribution funded $500,000 had withdrawn from CEF II and his capital contribution was returned. The petitions of limited partners of CEF and CEF II whose capital contribution funded loans of $8.0 million are pending.
As the loans matured and the limited partners requested return of their capital contribution, we offered the limited partners, in lieu of the payment by the limited partnership, a convertible note with a term of five years, with 20% of the principal amount being due on each of the first, second, third, fourth and fifth anniversaries of the date of issuance. The notes are secured by the same assets that secured the notes issued to CEF and CEF II. As of March 15, 2026, we had issued convertible notes in the principal amount of $43.5 million to former limited partners of CEF, of which principal payments of $25.0 million had been made on the anniversary of the respective dates of issuance, and convertible notes in the principal amount of $3.0 million had been purchased by us for $2.1 million, leaving convertible notes in the principal amount of $15.6 million outstanding. As of March 15, 2026, notes to CEF and CEF II in the aggregate principal amount of $9.0 million were outstanding.
Six of the limited partners commenced an action against CEF, SolarMax and others, including Mr. Hsu and Mr. Yuan, seeking cash payment of their capital contribution to CEF totaling $3.0 million and other relief, including a declaration that the $45.0 million note to CEF is due and payable. All six of these limited partners settled their actions. One of these limited partners accepted a convertible note for $500,000, the amount of his claim.
Interest expense on the loans from CEF and CEF II were approximately $325,000 and $400,000 for the years ended December 31, 2024 and 2023, respectively.
Other Related Party Loan
On October 10, 2022, SMXP made unsecured loans to us for $944,077 and $414,581 at an interest rate of 8%, with interest payable quarterly at the end of each quarter. The principal amount plus accrued interest of both notes was initially due on October 10, 2024 and was extended to October 10, 2025. The proceeds of the loans were used to pay the security deposit and lease obligations for one month owed to the new owner of our headquarters building under the new lease agreement and for rent on our headquarters building from June 1, 2022 to October 12, 2022. David Hsu, our chief executive officer and a director, and Ching Liu, formerly our executive vice president, a director and 5% stockholder are the principal management group of SMXP. Simon Yuan, a director, has a non-controlling interest in SMXP and is not part of its management.
The loan for $414,581 was paid in full in July 2025, and the loan for $944,077 was paid in full in September 2025.
Related Party Leases
We had a lease for our Diamond Bar, California office with Fallow Field, LLC. Fallow Field, LLC, a related party. The lease commenced on November 1, 2016 and had a ten year term with one five-year renewal option. The initial annual base rent is $229,272 plus the Company’s share of utilities. Fallow Field is owned by Mr. Hsu, Ms. Liu and a minority stockholder. Effective March 31, 2024, we terminated the lease with Fallow Field.
| 67 |
| Table of Contents |
We did not incur any rental expense for related party leases in 2025 since all related party leases were terminated in 2024. Total related party rental expense included in general and administrative expenses was approximately $36,000 for the year ended December 31, 2024.
Equity Transactions with Officers and Directors
In October 2016, the board of directors granted 3,810,949 shares, of which 3,045,963 shares were granted to officers and directors. The following table sets forth information relating to the restricted stock grants to officers and directors.
Name |
| No. of Restricted Shares |
| |
David Hsu |
|
| 1,348,213 |
|
Ching Liu1 |
|
| 998,676 |
|
Simon Yuan |
|
| 599,206 |
|
Chung Jen Tsai2 |
|
| 99,868 |
|
____________
1 Ms. Liu resigned as an officer and director on February 24, 2020.
2 Mr. Tsai resigned as a director on July 6, 2020.
On March 23, 2019, the board of directors:
| · | Granted to the holders of 1,184,434 restricted shares, including Mr. Yuan and Mr. Tsai, the right to exchange their restricted shares for a ten-year option to purchase 2.119 shares of common stock at $5.01 per share for each share of restricted stock exchanged; and |
|
|
|
| · | Granted to Mr. Hsu, Ms. Liu and one other employee, who held 1,348,213, 998,676 and 199,736 restricted shares, respectively, the right (a) to exchange 50% of their restricted shares for a ten-year option to purchase 2.119 shares of common stock at $5.01 per share for each share exchanged and (b) transfer to us 50% of their restricted shares for $1,275,000, or $1.01 per share. These payments, which are treated as compensation, were initially due in December 2019 and the payment date was extended and we made these payments from the proceeds of our initial public offering. |
Pursuant to their exchange agreements with us, we granted Mr. Yuan, a director, an option to purchase 1,269,717 shares and Mr. Tsai, who was a director, an option to purchase 211,620 shares in exchange for their restricted shares.
Pursuant to their exchange agreements with us, Mr. Hsu converted 674,107 shares of common stock into options to purchase 1,428,432 shares of common stock and transferred 674,107 of his restricted shares stock to us for $675,000, and Ms. Liu converted 499,338 of common stock into options to purchase 1,058,098 shares of common stock and transferred 499,338 shares of common stock to us for $500,000. The payments to Mr. Hsu and Ms. Liu were initially to have been paid by December 15, 2019, which date has been extended several times and the payments to Ms. Liu and another employee were made from the proceeds of our initial public offering. The payment to Mr. Hsu is to be paid in twelve monthly installments, commencing December 31, 2025.
Director Independence
We believe that four of our directors, Mr. Steve Chen, Mr. Wei Yuan Chen, Mr. Yuan, and Dr. Zhang are independent directors using the Nasdaq definition of independence.
| 68 |
| Table of Contents |
Item 14. Principal Accounting Fees and Services
The following table sets forth the fees billed by CBIZ CPAs P.C. and by Marcum LLP, our registered independent public accounting firms, for 2025 and 2024, respectively, for the categories of services indicated.
|
| Years Ended December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Audit fees |
| $ | 440,104 |
|
| $ | 542,000 |
|
Audit – related fees |
| $ | 41,200 |
|
| $ | 16,260 |
|
Audit fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements.
Audit-related fees consist of fees related to the annual audit of the standalone financial statements of a subsidiary.
Our policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants. These services may include audit services, audit-related services, tax services and other services. Since we do not have an audit committee, the pre-approval is made by the board of directors. Our board approved all services that our independent accountants provided to us in the past two fiscal years.
| 69 |
| Table of Contents |
Part IV
Item 15. Exhibits, Financial Statement Schedules
Financial Statements begin on Page F-1
Exhibits
____________
1 | Filed as an exhibit to the Company’s registration statement on Form S-1, File No. 333-266206 and incorporated herein by reference. |
2 | Filed as an exhibit to the Company’s Form 10-K for the year ended December 31, 2023 which was filed with the SEC on April 14, 2024 and incorporated herein by reference. |
3 | Filed as an exhibit to the Company’s Form 10-K for the year ended December 31, 2024 which was filed with the SEC on March 31, 2025 and incorporated herein by reference. |
4 | Furnished herewith |
5 | Filed herewith |
6 | Filed as an exhibit to the Company’s Form 8-K, which was filed with the SEC on August 6, 2025 and incorporated herein by reference. |
7 | Filed as an exhibit to the Company’s Form 8-K, which was filed with the SEC on January 6, 2026 and incorporated herein by reference. |
† | Compensatory plan or arrangement. |
Item 16. Form 10-K Summary
Not Applicable
| 70 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements 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.
*
Date: April 6, 2026 | SOLARMAX TECHNOLOGY, INC. |
| |
|
|
|
|
| By: | /s/ David Hsu |
|
| Name: | David Hsu |
|
| Title: | Chief Executive Officer |
|
|
| (Principal Executive 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/ David Hsu |
| Chief executive officer and director (principal executive officer) |
| April 6, 2026 |
David Hsu |
|
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|
|
/s/ Stephen Brown |
| Chief financial officer (principal financial officer) |
| April 6, 2026 |
Stephen Brown |
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|
/s/ Simon Yuan |
| Director |
| April 6, 2026 |
Simon Yuan |
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|
/s/ Steve Chen |
| Director |
| April 6, 2026 |
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|
/s/ Wei Yuan Chen |
| Director |
| April 6, 2026 |
Wei Yuan Chen |
|
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|
/s/ Lei Zhang |
| Director |
| April 6, 2026 |
Lei Zhang |
|
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| 71 |
| Table of Contents |
Part IV
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| F-1 |
| Table of Contents |
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of
SolarMax Technology Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of SolarMax Technology Inc. (the “Company”) as of December 31, 2025, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity (deficit) and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph – Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
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 audit. 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.
We conducted our audit 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 audit 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 audit 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 audit 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 audit provides a reasonable basis for our opinion.
/s/ CBIZ CPAs P.C.
CBIZ CPAs P.C.
We have served as the Company’s auditor since 2015 (such date takes into account the acquisition of the attest business of Marcum llp by CBIZ CPAs P.C. effective November 1, 2024).
Costa Mesa, CA
April 6, 2026
| F-2 |
| Table of Contents |
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of
SolarMax Technology Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of SolarMax Technology, Inc. (the “Company”) as of December 31, 2024, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity (deficit) and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph – Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
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 audit. 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.
We conducted our audit 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 audit 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 audit 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 audit 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 audit provides a reasonable basis for our opinion.
/S/ Marcum LLP
We have served as the Company’s auditor from 2015 to 2025.
April 6, 2026
| F-3 |
| Table of Contents |
Financial Statements
SolarMax Technology, Inc. and Subsidiaries
Consolidated Balance Sheets
As of December 31, 2025 and 2024
|
| December 31, |
| |||||
|
| 2025 |
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| 2024 |
| ||
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| ||
Assets |
|
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| ||
Current assets: |
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| ||
Cash and cash equivalents |
| $ |
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| $ |
| ||
Accounts receivable, net |
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| ||
Receivable from SPIC, net |
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Held to maturity debt investments |
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Contract assets, net |
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Customer loans receivable, current, net |
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Inventories, net |
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Deferred project costs |
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Other receivables and current assets, net |
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Total current assets |
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Property and equipment, net |
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Operating lease right-of-use assets |
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Investments in unconsolidated companies |
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Customer loans receivable, noncurrent, net |
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Restricted cash, noncurrent |
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Other assets |
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Total assets |
| $ |
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| $ |
| ||
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Liabilities and stockholders' deficit |
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Current liabilities: |
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Accounts payable |
| $ |
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| $ |
| ||
Operating lease liabilities, current |
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Unsecured loans, current |
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Secured loans from related parties, current |
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Secured convertible notes, current |
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Accrued expenses and other payables |
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Total current liabilities |
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Operating lease liabilities, noncurrent |
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Secured loans from related parties, noncurrent, net of debt discount and issuance costs |
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Secured convertible notes, noncurrent, net of debt discount and issuance costs |
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Deferred tax liability |
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Other liabilities |
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Total liabilities |
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Commitments and contingencies (Note 20) |
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Stockholders’ deficit: |
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Preferred stock, par value $ |
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Common stock, par value $ |
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Additional paid-in capital |
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Treasury stock, at cost, |
|
| ( | ) |
|
| ( | ) |
Accumulated deficit |
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| ( | ) |
|
| ( | ) |
Accumulated other comprehensive loss |
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| ( | ) |
|
| ( | ) |
Total stockholders’ deficit |
|
| ( | ) |
|
| ( | ) |
Total liabilities and stockholders’ deficit |
| $ |
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| $ |
| ||
See accompanying notes to consolidated financial statements.
| F-4 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Consolidated Statements of Operations
For the Years Ended December 31, 2025 and 2024
|
| Years Ended December 31, |
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| 2025 |
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| 2024 |
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Revenues |
| $ |
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| $ |
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Cost of revenues (includes stock-based compensation expense of $78,411 and $1,264,690 for the years ended December 31, 2025 and 2024, respectively) |
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Gross profit |
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Operating expenses: |
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General and administrative (includes stock-based compensation expense of $442,310 and $17,271,494 for the years ended December 31, 2025 and 2024, respectively) |
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Selling and marketing |
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Goodwill impairment loss |
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Total operating expense |
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Operating income (loss) |
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| ( | ) |
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| ( | ) |
Other income (expense): |
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Interest income |
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Interest expense |
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| ( | ) |
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Equity in income of unconsolidated companies |
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Gain (loss) on debt extinguishment |
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| ( | ) |
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Gain (loss) on early termination of lease |
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Other income (expense), net |
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| ( | ) | |
Total other income (expense), net |
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| ( | ) |
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Income (loss) before income taxes |
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| ( | ) |
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| ( | ) |
Income tax provision (benefit) |
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| ( | ) |
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Net income (loss) |
| $ | ( | ) |
| $ | ( | ) |
Net income (loss) per share |
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Basic |
| $ | ( | ) |
| $ | ( | ) |
Diluted |
| $ | ( | ) |
| $ | ( | ) |
Weighted average shares used to compute net income (loss) per share |
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Basic |
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Diluted |
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See accompanying notes to consolidated financial statements.
| F-5 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss)
For the Years Ended December 31, 2025 and 2024
|
| Years Ended December 31, |
| |||||
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| 2025 |
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| 2024 |
| ||
Net income (loss) |
| $ | ( | ) |
| $ | ( | ) |
Other comprehensive income (loss) |
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Foreign currency translation adjustments |
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| ( | ) | |
Total comprehensive income (loss) |
| $ | ( | ) |
| $ | ( | ) |
See accompanying notes to consolidated financial statements.
| F-6 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Consolidated Statements of Changes in Stockholders’ Equity (Deficit)
For the Years Ended December 31, 2025 and 2024
|
| Preferred Stock |
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| Common Stock |
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| Additional Paid-In |
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| Treasury Stock |
|
| Accumulated |
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| Accumulated Other Comprehensive |
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| |||||||||||||||||||
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| Shares |
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| Amount |
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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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| Loss |
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| Total |
| ||||||||||
Balance at December 31, 2024 |
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| - |
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| $ |
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| $ |
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| $ |
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|
| ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||||
Stock-based compensation |
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| - |
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| - |
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| - |
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Shares issued in public offering |
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| - |
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| - |
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| ||||||||
Net income (loss) |
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| - |
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| - |
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| - |
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| ( | ) |
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| ( | ) | |||||
Currency translation adjustments |
|
| - |
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| - |
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| - |
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Balance at December 31, 2025 |
|
| - |
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| $ |
|
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| $ |
|
| $ |
|
|
| ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||||
|
| Preferred Stock |
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| Common Stock |
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| Additional Paid-In |
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| Treasury Stock |
|
| Accumulated |
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| Accumulated Other Comprehensive |
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| Shares |
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| Amount |
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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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| Loss |
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| Total |
| ||||||||||
Balance at December 31, 2023 |
|
| - |
|
| $ |
|
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|
| $ |
|
| $ |
|
|
| ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||||
Vesting of restricted stock |
|
| - |
|
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|
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|
|
|
|
| ( | ) |
|
| - |
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| |||||||
Stock-based compensation |
|
| - |
|
|
|
|
|
| - |
|
|
| - |
|
|
|
|
|
| - |
|
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|
|
|
| ||||||
Shares issued on warrant exercise |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| - |
|
|
|
|
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|
|
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| |||||||
Shares issued on option exercise |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Shares returned for tax withholding on option exercise |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
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|
| ( | ) | |||||
Shares issued in initial public offering |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
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|
| ||||||||
Public offering costs previously capitalized |
|
| - |
|
|
|
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| - |
|
|
|
|
|
| ( | ) |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||||
Net income (loss) |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
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|
|
| ( | ) | |||||
Currency translation adjustments |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||||
Balance at December 31, 2024 |
|
| - |
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
|
| ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||||
See accompanying notes to consolidated financial statements.
| F-7 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
|
| Years Ended December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
| ||||
Operating activities |
|
|
|
|
|
| ||
Net income (loss) |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization expense |
|
|
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| ||
Amortization of loan discounts on customer loan receivables |
|
|
|
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| ( | ) | |
Amortization of convertible note discount and debt issuance costs |
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| ||
Amortization of operating lease right-of-use assets |
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Provision for (recovery of) credit losses and loan losses |
|
| ( | ) |
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| |
Provision for receivables from SPIC |
|
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| ||
Provision for excess and obsolete inventories |
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| ||
Provision for warranty and production guaranty |
|
|
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| ||
Equity in income of investment in solar project companies in excess of $0 distribution received |
|
| ( | ) |
|
| ( | ) |
Deferred income tax provision |
|
| ( | ) |
|
|
| |
Loss (gain) on disposal of property and equipment |
|
|
|
|
| ( | ) | |
Gain on debt extinguishment related to convertible notes |
|
| ( | ) |
|
| ( | ) |
Loss on debt extinguishment related to promissory notes |
|
|
|
|
|
| ||
Gain on early termination of lease |
|
|
|
|
| ( | ) | |
Stock-based compensation |
|
|
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| ||
Goodwill impairment |
|
|
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|
|
| ||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts Receivable |
|
| ( | ) |
|
| ( | ) |
Contract Assets |
|
| ( | ) |
|
|
| |
Receivable from SPIC |
|
|
|
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|
| ||
Customer loans receivable |
|
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|
|
| ||
Inventories |
|
| ( | ) |
|
| ( | ) |
Other receivables and current assets |
|
| ( | ) |
|
|
| |
Other assets |
|
|
|
|
| ( | ) | |
Accounts payable |
|
|
|
|
| ( | ) | |
Operating lease liabilities |
|
| ( | ) |
|
| ( | ) |
Accrued expenses and other payables |
|
|
|
|
| ( | ) | |
Other liabilities |
|
| ( | ) |
|
| ( | ) |
Net cash provided by (used in) operating activities |
|
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| ( | ) | |||
|
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Investing activities |
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|
|
Purchase of short-term investments |
|
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| ( | ) | |||
Principal repayment on debt investments |
|
|
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|
| ||
Proceeds from disposal of property and equipment |
|
|
|
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|
| ||
Net cash provided by (used in) investing activities |
|
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|
|
| ( | ) | |
|
|
|
|
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|
|
|
|
Financing activities |
|
|
|
|
|
|
|
|
Accrued legal settlement |
|
| ( | ) |
| ( | ) | |
Proceeds from private placement sale of common stock |
|
|
|
|
|
| ||
Gross proceeds from initial public offering, net of underwriting fees |
|
|
|
|
|
| ||
Share issuance costs |
|
|
|
|
| ( | ) | |
IPO offering costs paid |
|
|
|
|
| ( | ) | |
Proceeds from note issuances |
|
|
|
|
|
| ||
Principal payments on convertible notes |
|
| ( | ) |
|
| ( | ) |
Net cash provided by (used in) financing activities |
|
|
|
|
|
| ||
Effect of exchange rate |
|
| ( | ) |
|
|
| |
Net increase (decrease) in cash, cash equivalents, and restricted cash |
|
|
|
|
| ( | ) | |
Cash, cash equivalents, and restricted cash, beginning of year |
|
|
|
|
|
| ||
Cash, cash equivalents, and restricted cash, end of year |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
Interest paid in cash |
| $ |
|
| $ |
| ||
Income taxes paid in cash |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Non-cash activities for investing and financing activities: |
|
|
|
|
|
|
|
|
Issuance of common stock in exchange of note payable |
| $ |
|
| $ | |
| |
Shares returned for tax withholding on options exercised |
| $ |
|
| $ |
| ||
Reversal of previously capitalized offering cost upon IPO |
| $ |
|
| $ |
| ||
Convertible notes issued to non-related parties in connection with cancellation of EB-5 loans |
| $ |
|
| $ |
| ||
See accompanying notes to consolidated financial statements.
| F-8 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024 (Continued)
|
| As of December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Cash balance at the beginning of the year: |
|
|
|
|
|
| ||
Cash and cash equivalents |
| $ |
|
| $ |
| ||
Restricted cash, noncurrent |
|
|
|
|
|
| ||
|
| $ | 1,063,077 |
|
| $ | 2,893,816 |
|
|
|
|
|
|
|
|
|
|
Cash balance at the end of the year: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
| $ |
|
| $ |
| ||
Restricted cash, noncurrent |
|
|
|
|
|
| ||
|
| $ | 8,246,813 |
|
| $ | 1,063,077 |
|
See accompanying notes to consolidated financial statements.
| F-9 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
1. Description of Business
SolarMax Technology, Inc. and subsidiary companies (the "Company”) is an integrated solar and renewable energy company. A solar energy system retains the direct current (DC) electricity from the sun and converts it to alternating current (AC) electricity that can be used to power residential homes and commercial businesses. The solar business is based on the ability of the users of solar energy systems to save on energy costs and reduce their carbon imprint as compared with power purchased from the local electricity utility company. The Company was founded in 2008 to engage in the solar business in the United States.
Since the third quarter of 2025, the Company’s primary business has been negotiating contracts and performing engineering, procurement and construction (“EPC”) services for solar-based battery energy storage systems (“BESS”) commercial systems. As of December 31, 2025, the Company had commenced EPC services on a 430 MWh battery storage project in Texas pursuant to an agreement dated July 31, 2025 with Longfellow BESS I, LLC, Texas limited liability company (“Longfellow”). During the year ended December 31, 2025, the Company generated revenue of $
Prior to the third quarter of 2025, the Company's primary business was the sale and installation of photovoltaic and battery backup systems for residential and commercial customers, sales of LED systems and services to government and commercial users. The Company is continuing to develop this business but, because of changes in California law, this part of the Company's business is developing more slowly. The Company also generates revenue from financing the sale of photovoltaic and battery backup systems. Since early 2020, because the Company did not have the capital to support such operations, the Company ceased making loans to solar customers, and the Company does not anticipate engaging in such activities. The Company’s finance revenue reflects revenue earned on its current portfolio, with no new loans having been added since 2022.
In 2015, the Company commenced operations in China, and the Company engaged in business in China through 2021. Substantially all of the Company’s China revenues for 2021 and 2020 were generated from four projects for State Power Investment Corporation Guizhou Jinyuan Weining Energy Co., Ltd (“SPIC”), which is a large state-owned enterprise under the administration of the Chinese government. Subsequent to December 31, 2021 through the date of this annual report, the Company did not generate revenues from China, and the Company is not engaged in any negotiations with SPIC or any other potential customer, and it is not engaged in any marketing activities. In the event that the Company does not seek to recommence operations in China, it may discontinue its China operations. In the United States, the Company has four wholly-owned subsidiaries at December 31, 2025 as follows:
| · | SolarMax Renewable Energy Provider, Inc., a California corporation ("SREP”) was established on July 19, 2011 and is engaged in the business of developing, selling and installing integrated photovoltaic systems and energy storage systems for residential and commercial customers in the U.S., including EPC services for BESS contracts. |
|
|
|
| · | SolarMax LED, Inc., a California corporation ("LED") was established on July 15, 2013 in connection with the 2013 acquisition of Act One and is engaged in the business of commercial LED light integration projects, customized governmental special projects, commercial consulting projects, as well as battery storage system projects in the U.S. |
|
|
|
| · | SolarMax Financial, Inc., a California corporation ("SolarMax Financial”) was established on September 9, 2009 and was engaged in the business of providing secured installment financing to purchasers of residential and commercial photovoltaic systems, and servicing installment sales for SREP and LED customers in the U.S. The Company has not provided financing to purchasers since 2022, and all revenues from SolarMax Financial reflects revenue earned on its current portfolio, with no new loans having been added since early 2022. |
|
|
|
| · | SMX Capital, Inc., a New Jersey corporation ("SMX Capital”) was acquired by the Company in June 2011. SMX Capital is engaged in the business of owning and funding renewable energy projects in the U.S. and operates its business through operating leases and power purchase agreements primarily in the commercial markets. Its business is conducted directly and indirectly through a 30% equity interest in three companies. SMX Capital has not been engaged in leasing new systems since 2014 and its primary business is the ownership and maintenance of systems under existing leases. |
| F-10 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
The Company has three wholly-owned subsidiaries outside the U.S., through which the Company conducted its China operations and which are not actively engaged in any business activities since the Company is not actively involved in any business activities in China.
Initial Public Offering
In March 2024, the Company issued
The aggregate gross proceeds from the offering were approximately $
Pursuant to the Underwriting Agreement, the Company issued to the Representative warrants (the “Representative’s Warrants”) to purchase
On March 13, 2024, the Representative’s Warrants were fully exercised on a cashless basis. Based on the formula for cashless exercise, the Company issued a total of
2. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Accounting
The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP”).
Principles of Consolidation
Amounts reported in the consolidated financial statements are stated in U.S. dollars, unless stated otherwise. The functional currency of the Company’s Chinese subsidiaries is the Chinese renminbi ("RMB”). These transactions are translated from the local currency into U.S. dollars at exchange rates during or at the end of the reporting period. All significant intercompany accounts and transactions have been eliminated in consolidation.
Reclassification
Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on the previously reported net loss.
| F-11 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
Use of Estimates
The preparation of financial statements in conformity with U.S. 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates reflected in the Company’s consolidated financial statements include the cost-based inputs to estimate revenues on long-term construction contracts, the collectability of accounts receivable, the receivable from SPIC and loans receivable, the value of investments in unconsolidated solar project companies, the value of held to maturity debt investments, the useful lives and impairment of property and equipment, the fair value of stock options granted and stock-based compensation expense, warranty and customer care reserve, the valuation of deferred tax assets, inventories and provisions for income taxes. Actual results could differ materially from those estimates.
Liquidity and Going Concern
The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern. The Company’s history of net losses and negative cash flow from operating activities, including its net loss for the year ended December 31, 2025, along with its increased accumulated deficit and stockholders’ deficit, its default on principal and interest since 2023 on convertible notes in the principal amount of $
At December 31, 2025, the Company reported a working capital deficit of approximately $
As of December 31, 2025, the Company’s principal sources of liquidity consisted of approximately $
As a result of the above, there is substantial doubt regarding the Company’s ability to continue as a going concern within one year from the date of issuance of these financial statements. The Company cannot give assurance that it will be able to pay or refinance its current debt, including convertible notes in the principal amount of $
| F-12 |
| Table of Contents |
During the year ended December 31, 2025, the Company (i) raised approximately $
Cash and Cash Equivalents
Cash and cash equivalents consist of deposit accounts and highly liquid investments purchased with an original maturity of three months or less. The standard insurance coverage for non-interest bearing transaction accounts in the U.S. is $
Held to Maturity Debt Investments
Held to maturity debt investments consist of short-term note receivables with original maturities of 12 months or less and are accounted for at amortized cost.
Restricted Cash
Restricted cash includes cash held to collateralize ACH transactions and outstanding credit card borrowing facilities.
Restricted cash at December 31, 2025 and 2024 consisted of:
|
| December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Deposit held by a US financial institution as collateral for ACH transactions and business credit cards |
| $ |
|
| $ |
| ||
Less: current portion |
|
|
|
|
|
| ||
Noncurrent portion |
| $ |
|
| $ |
| ||
Accounts Receivable
Accounts receivable are reported at the outstanding principal balance due from customers. In the U.S., accounts receivable substantially include customer billings for large-scale EPC projects and for the sales of LED products and services. In the PRC segment, accounts receivable represents the amounts billed under the contracts but uncollected on completed construction contracts. Accounts receivable are recorded at net realizable value.
The Company maintains allowances for the applicable portion of receivables, including accounts receivable, government rebate receivables and other receivables, that represent the Company’s estimate of the current expected loss inherent in accounts receivable as of the balance sheet date. The adequacy of the allowance for credit losses is assessed quarterly and the assumptions and models used in establishing the allowance are evaluated regularly. Because credit losses can vary substantially over time, estimating credit losses requires a number of assumptions about matters that are uncertain. Once a receivable is deemed to be uncollectible, it is written off against the allowance. The expense related to rebates receivable is recorded as a reduction to revenues.
Contract Balances
The contract assets primarily relate to the Company’s rights to consideration for work completed but not billed at the reporting date, primarily for the solar energy system sales in the U.S. The contract assets are transferred to receivables when the rights become unconditional (i.e., when the permission to operate is issued). For industrial construction contracts, contract assets represent costs and estimated earnings in excess of billings on uncompleted contracts.
| F-13 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
The contract liabilities primarily relate to the advance consideration received from customers related to the solar energy system sales in the U.S., for which the transfer of ownership has not occurred. For industrial construction contracts, contract liabilities represent billings in excess of costs and estimated earnings on uncompleted contracts.
Applying the practical expedient in ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), paragraph 340‑40-25-4, the Company recognizes the incremental costs of obtaining contracts (i.e., commission fees) in cost of revenue when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in cost of revenues.
Deferred Project Costs
Deferred project costs relate to costs incurred by the Company on projects which the corresponding revenue is not yet recognized. Deferred project costs are presented as a current asset on the balance sheet, and is recognized as cost of revenue when revenue is recognized on the corresponding project.
Customer Loans Receivable
In the U.S. segment, the Company offered its customers who meet the Company’s credit eligibility standards the option to finance the purchase of solar energy systems through installment loans underwritten through SolarMax Financial. All loans are secured by the solar energy systems or other projects being financed. The outstanding customer loan receivable balance is presented net of an allowance for loan losses. Provisions for loan losses are charged to operations in amounts sufficient to maintain the allowance for loan losses at levels considered adequate to cover expected credit losses on the customer loans. In determining expected credit losses, the Company considers its historical level of credit losses, current economic trends, and reasonable and supportable forecasts that affect the collectability of the future cash flows. Loans offered at the promotional interest rate below the market interest rate are accounted for as loan discounts and are amortized on an effective interest method to interest income over the terms of the loans. The Company has not entered into any new loan agreements since early 2020, and its revenues from financing related to its existing loan portfolio.
Inventories
Inventories consist of (a) work in progress on solar systems on housing developments and projects not yet sold; and (b) components principally consisting of photovoltaic modules, inverters, construction and other materials, and LED products, all of which are stated at the lower of cost or net realizable value under the first-in first-out method. The Company reviews its inventories periodically for possible excess and obsolescence to determine if any reserves are necessary. All of the inventories are in the United States segment; the China operations has no inventory.
The estimate for excess and obsolete inventories is based on historical sales and usage experience together with a review of the current status of existing inventories.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and amortization. The costs of additions and betterments are capitalized and expenditures for repairs and maintenance are charged to operations as incurred. Depreciation is calculated using the straight-line method over the estimated useful life of the asset. Leasehold improvements and solar systems leased to customers are amortized using the straight-line method over the shorter of the lease term or estimated useful life of the asset.
The estimated useful lives of the major classification of property and equipment are as follows:
Automobiles | |
Furniture and equipment | |
Leasehold improvements | |
Solar systems leased to customers | Lease term, |
| F-14 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
Goodwill
Goodwill represents the excess of the purchase price in a business combination over the fair value of assets acquired and liabilities assumed. The Company had no goodwill at December 31, 2025 and 2024. The Company’s goodwill had been derived from the acquisition of businesses in China in April 2015, and the Company recognized impairment loss for the entire balance of the goodwill of $
Impairment of Long-Lived Assets
The Company’s long-lived assets include property and equipment which include solar energy systems leased to customers.
In accordance with ASC Topic 360, Property, Plant, and Equipment, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of a long-lived asset, or group of assets, as appropriate, may not be recoverable. If the aggregate undiscounted future net cash flows expected to result from the use and the eventual disposition of a long-lived asset is less than its carrying value, then the Company would recognize an impairment loss based on the excess of the carrying value over the fair value.
There was no impairment loss on the Company’s property and equipment for the years ended December 31, 2025 and 2024.
Investments in Unconsolidated Companies
The Company’s unconsolidated investments are held directly by the Company as well as through its subsidiary, SMX Capital, and consist of investments in U.S.-based solar limited liability companies: Alliance Solar Capital 1, LLC (“A#1”), Alliance Solar Capital 2, LLC (“A#2”), and Alliance Solar Capital 3, LLC (“A#3”). The Company also has an investment in a PRC-based panel manufacturer, Changzhou Hongyi New Energy Technology Co., Ltd (“Changzhou”). As a result of recurring historical losses, all the unconsolidated investments in the U.S. have zero cost basis at December 31, 2025 and 2024.
At December 31, 2025 and 2024, the Company has unconsolidated investments in the PRC reflecting its
For these investments, the Company does not have the controlling interests but it has the contractual ability to exercise significant influence over the operations and the financial decisions of the investees under the respective operating agreements although these investees are controlled by SPIC, which, as the 70% owner and the operator of the entities, has the ability to make all decisions concerning the investees. In each of the investments, the investee also maintains a separate capital account for each of its investors and accordingly, the Company has a separate capital account at each of the investees. Since the Company has the contractual right to exercise significant influence over the investees, the Company accounts for each of these investments using the equity method of accounting, under which the Company records its proportionate share of the investee’s profit or loss based on the specified profit and loss percentage. Distributions received from equity method investees are accounted for as returns on investment and classified as cash inflows from operating activities, unless the Company’s cumulative distributions received less distributions received in prior periods that were determined to be returns of investment exceed cumulative equity in earnings recognized by the Company. When such an excess occurs, the current year distribution up to this excess would be considered a return of investment and classified as cash inflows from investing activities.
| F-15 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
Because the Company’s investments include privately-held companies where quoted market prices are not available and as a result, the cost method, combined with other intrinsic information, is used to assess the fair value of the investment. If the carrying value is above the fair value of an investment at the end of any reporting period, the investment is reviewed to determine if the impairment is other than temporary. Investments are considered to be impaired when a decline in fair value is judged to be other-than-temporary. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded and a new cost basis in the investment is established. The Company monitors its investments in unconsolidated entities periodically for impairment. No impairment indicators were identified and no impairment losses were recorded during the years ended December 31, 2025 and 2024.
Warranties
Workmanship Warranty
For the sale of solar and battery systems in the U.S., the Company provides a workmanship warranty for 25 years to cover the quality of the Company’s installation. The warranty is designed to cover installation defects and damages to customer properties caused by the Company’s installation of the solar energy systems and battery storage systems which generally are uncovered within 2-3 years after the installation. The
Warranty for EPC Services
For the PRC operations, the Company provided construction quality warranty on EPC services generally for one year after completion. The customer typically retains 3-5% of the contract price which will not be paid to the Company until the expiration of the warranty period which is accounted by the Company as retainage receivable. The Company currently provides a reserve for such potential liabilities based on a nominal percentage of project revenues for the PRC segment in the approximate amount of $
For the US segment. the Company provides a three year workmanship warranty after the project is completed. The equipment is covered by the manufacturer warranty for ten years. The Company currently provides a reserve for warranty based on a nominal percentage of project revenues recognized for the period and is included in other liabilities.
Production Guaranty
For solar systems sold in the U.S., the Company warrants that modules installed in accordance with agreed-upon specifications will produce at least
LED Warranties
The Company’s warranty for LED products and services ranges from one year for labor and up to seven years for certain products sold to governmental municipalities. The Company currently provides a warranty reserve for LED sales based on
| F-16 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
Fair Value Measurements
ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), defines a framework for determining fair value, establishes a hierarchy of information used in measuring fair value, and enhances the disclosure information about fair value measurements. ASC 820 provides that the “exit price” should be used to value an asset or liability, which is the price at which an asset could be sold or a liability could be transferred in an orderly process that is not a forced liquidation or distressed sale at the measurement date. ASC 820 also provides that relevant market data, to the extent available and not internally generated or entity specific information, should be used to determine fair value.
ASC 820 requires the Company to estimate and disclose fair values on the following three-level hierarchy that prioritizes market inputs.
Level 1: | Quoted prices in active markets for identical assets or liabilities. |
Level 2: | Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
Level 3: | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
The carrying amount of cash and cash equivalents, accounts receivable, inventories, other current assets, accounts payable, deposits, taxes payable, warranty liability and accrued payroll and expenses approximates fair value because of the short maturity of these instruments.
The following table presents the fair value and carrying value of the Company’s cash equivalents, loans receivable and borrowings as of December 31, 2025:
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| Fair Value |
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| Carrying |
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| Level 1 |
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| Level 2 |
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| Level 3 |
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Assets |
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Cash equivalents |
| $ |
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| $ |
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| $ |
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| $ |
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Customer loans receivable |
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Held to maturity debt investments |
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Liabilities |
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Bank and other loans |
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Secured loans from related parties |
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Secured convertible debt |
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The following table presents the fair value and carrying value of the Company’s cash equivalents, loans receivable and borrowings as of December 31, 2024:
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Assets |
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Cash equivalents |
| $ |
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| $ |
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Customer loans receivable |
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Held to maturity debt investments |
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Liabilities |
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Bank and other loans |
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Secured loans from related parties |
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Secured convertible debt |
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Cash equivalents – Cash equivalents consist of money market accounts and are carried at their fair value.
Customer loans receivable – The fair value of customer loans receivable is calculated based on the carrying value and unobservable inputs which include the credit risks of the customers, the market interest rates and the contractual terms. The Company’s underwriting policies for the customer loans receivable have not changed significantly since the origination of these loans. The overall credit risk of the portfolio also has not significantly fluctuated as evidenced by the minimal historical write-offs, and lastly the market interest rates have remained relatively consistent since the origination of the loans.
| F-17 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
Held to maturity debt investments – Held to maturity debt investments consist of short-term note receivables with initial maturities of 12 months or less. Accordingly, their carrying values approximate their fair value.
Bank and other loans – The fair value of such loans payable had been determined based on the variable nature of the interest rates and the proximity to the issuance date.
Secured loans from related parties – The related party loans were issued at the fixed annual interest rates of
Secured convertible debt – The secured convertible debt was issued at the fixed annual interest rates of
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, and its various updates (“Topic 606”). Revenue is measured based on the considerations specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when the Company satisfies a performance obligation by transferring control over a product or service to a customer.
Taxes assessed by government authorities that are imposed on, or concurrent with, a specific revenue-producing transaction are collected by the Company from the customer and excluded from revenue.
The Company’s principal activities from which the Company generates its revenue are described below.
Revenue from EPC Services
For energy generation assets owned and controlled by the customer, the Company recognizes revenue for sales of EPC services over time as the Company’s performance creates or enhances an energy generation asset controlled by the customer. Furthermore, the sale of EPC services represents a single performance obligation for the development and construction of a single generation asset, which is a complete solar energy project. For such sale arrangements, the Company recognizes revenue using cost-based input methods, which recognize revenue and gross profit as work is performed based on the relationship between actual costs incurred compared to the total estimated costs of the contract after consideration of the customer’s commitment to perform its obligations under the contract, which is typically measured through the receipt of cash deposits or other forms of financial security issued by creditworthy financial institutions or parent entities.
Payment for EPC services is made by the customer pursuant to the billing schedule stipulated in the EPC contract which is generally based on the progress of the construction. Once the bills are issued to the customer,
In applying cost-based input methods of revenue recognition, the Company uses the actual costs incurred relative to the total estimated costs to determine the progress towards contract completion and to calculate the corresponding amount of revenue and gross profit to recognize. Cost based input methods of revenue recognition are considered a faithful depiction of the Company’s efforts to satisfy long-term construction contracts and therefore reflect the transfer of goods to a customer under such contracts. Costs incurred that do not contribute to satisfying the Company’s performance obligations (“inefficient costs”) are excluded from the Company’s input methods of revenue recognition as the amounts are not reflective of the Company’s transferring control of the solar energy system to the customer. Costs incurred towards contract completion may include costs associated with solar modules and batteries, direct materials, labor, subcontractors, and other indirect costs related to contract performance. The Company recognizes the cost of solar modules, batteries, and direct material costs as incurred when such items have been installed in a system.
For industrial projects, the Company uses the actual installation costs incurred relative to the total estimated installation costs to determine the progress towards contract completion and to calculate the corresponding amount of revenue and gross profit to recognize. The Company recognizes revenue, but not profit, on uninstalled materials on industrial projects. The revenue on uninstalled materials is recognized when the control is transferred.
| F-18 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
Cost-based input methods of revenue recognition require the Company to make estimates of net contract revenues and costs to complete its projects. In making such estimates, significant judgment is required to evaluate assumptions related to the amount of net contract revenues, including the impact of any performance incentives, liquidated damages, and other payments to customers. Significant judgment is also required to evaluate assumptions related to the costs to complete its projects, including materials, labor, contingencies, and other system costs. If the estimated total costs on any contract, including any inefficient costs, are greater than the net contract revenues, the Company recognizes the entire estimated loss in the period the loss becomes known. The cumulative effect of revisions to estimates related to net contract revenues or costs to complete contracts are recorded in the period in which the revisions to estimates are identified and the amounts can be reasonably estimated. The effect of the changes on future periods are recognized as if the revised estimates had been used since revenue was initially recognized under the contract. Such revisions could occur in any reporting period, and the effects may be material depending on the size of the contracts or the changes in estimates.
The Company’s arrangements may contain clauses such as contingent repurchase options, delay liquidated damages, rebates, penalties or early performance bonus, most favorable pricing or other provisions, if applicable, that can either increase or decrease the transaction price. The Company has historically estimated variable considerations that decrease the transaction price (e.g., penalties) and recorded such amounts as an offset to revenue, consistent with requirements under Topic 606. Under Topic 606, the Company estimates and applies a constraint on variable considerations and includes that amount in the transaction price. Because the Company’s historical policies on estimating variable considerations that would decrease the transaction price have largely mirrored the requirements under Topic 606, and because variable considerations that would increase the transaction price have historically been immaterial or would likely be constrained under Topic 606, there is no cumulative effect adjustment. The Company estimates variable considerations for amounts to which the Company expects to be entitled and for which it is not probable that a significant reversal of cumulative revenue recognized will occur.
For energy generation assets not owned and controlled by the customer during the construction, as well as contracts with customers that do not require progress payments during construction and whereby the contracts include restrictive acceptance provisions before any progress payments are made by the customers, the Company recognizes revenues at a point in time when the Company determines it has transferred control to the customer.
Solar Energy and Battery Storage Systems and Components Sales
Revenue recognition associated with sales of solar energy systems, battery storage systems, and other products is recognized over time as the Company’s performance creates or enhances the property controlled by the customer (the asset is being constructed on a customer’s premises that the customer controls).
The Company’s principal performance obligation is to design and install a solar energy system that is interconnected to the local power grid and for which permission to operate has been granted by a utility company to the customer. The Company recognizes revenue over time as control of the solar energy system transfers to the customer which begins at installation and concludes when the utility company has granted the permission to operate.
All costs to obtain and fulfil contracts associated with system sales and other product sales are expensed to cost of revenue when the corresponding revenue is recognized.
For solar energy and battery storage system sales, the Company recognizes revenue using a cost-based input method that recognizes revenue and gross profit as work is performed based on the relationship between actual costs incurred compared to the total estimated cost of the contract. In applying cost-based input methods of revenue recognition, the Company uses the actual costs incurred for installation and obtaining the permission to operate, each relative to the total estimated cost of the solar energy and battery storage system, to determine the Company’s progress towards contract completion and to calculate the corresponding amount of revenue and gross profit to recognize. Cost‑based input methods of revenue recognition are considered a faithful depiction of the Company's efforts to satisfy solar energy and battery system contracts and therefore reflect the transfer of goods to a customer under such contracts. Costs incurred towards contract completion may include costs associated with solar modules, battery components, direct materials, labor, subcontractors, and other indirect costs related to contract performance.
| F-19 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
The Company sells solar energy and battery storage systems to residential and commercial customers in California and recognizes revenue net of sales taxes. Cash sales include direct payments from the customer (including financing obtained directly by the customer), third-party financing arranged by the Company for the customer, and third-party leasing agreements arranged by the Company for the customer.
Direct payments are made by the customer as stipulated in the underlying home improvement or commercial contract which generally includes an upfront down payment at contract signing,
For third-party financing arranged by the Company for the customer, direct payments are made by the financing company to the Company based on an agreement between the financing company and the Company, with the majority of the payments made by the time of completion of installation but not later than the date on which the permission to operate the solar system is granted by the utility company.
For a lease through the third party leasing company, direct payments are made by the leasing company to the Company based on an agreement between the leasing company and the Company, which is generally 80% upon the completion of installation and 20% when permission to operate is granted.
LED Product Sales and Service Sales
For product sales, the Company recognizes revenue at a point in time following the transfer of control of the products to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. For contracts involving both products and services (i.e., multiple performance obligations), the Company allocates the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognize the related revenue as control of each individual product is transferred to the customer, in satisfaction of the corresponding performance obligations. Revenue from services is recognized when services are completed which is upon acceptance by the customer. The standalone selling price of the warranty is not material and, therefore, the Company has not allocated any portion of the transaction price to any performance obligation associated with the warranty.
Payment for products is generally made upon delivery or with a 30 day term. Extended payment terms are provided on a limited basis not to exceed twelve months. Payment for services is due when the services are completed and accepted by the customer. For certain LED product sales, the Company provides the customers with a right of return subject to restocking fees. The Company assessed such rights of return as variable consideration and recognizes revenue based on the amount of consideration the Company expects to receive after returns are made. Based on the Company’s historical experience, the Company has determined the likelihood and magnitude of a future returns to be immaterial and currently has not provided for a liability for such returns on the LED product sales.
For contracts where the Company agreed to provide the customer with rooftop solar energy systems (including design, materials, and installation of the system) in addition to providing LED products and LED installation, these agreements may contain multiple performance obligations: 1) the combined performance obligation to design and install rooftop solar energy system; 2) the performance obligation to deliver the LED products; and, 3) the performance obligation to install the LED products. Topic 606 permits goods and services that are deemed to be immaterial in the context of a contract to be disregarded when considering performance obligations within an agreement. The Company will compare the standalone selling price of the installations and products to the total contract value to determine whether the value of these installations and products is quantitatively immaterial within the context of the contract. Similarly, these services may be qualitatively immaterial in the eyes of the customer. While the customer ordered these products and has received a separate quote for them, they may not be a material driving factor within the agreement for a solar energy system. Further, a reasonable person may not consider providing and installing LED products to be a material part of the arrangement to design and construct a large solar facility. If these products and services are determined to be immaterial within the context of the contract, they will be combined with the performance obligation to design and install the rooftop solar energy system. If management determines that the products and services are determined to be material to the overall project, they would represent a separate performance obligation.
| F-20 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
Solar Leases and Solar Power Purchase Agreements (PPAs) in the U.S.
The Company has entered into long-term solar leases as well as contracts for the sale of energy generated by PV solar power systems under PPAs that do not meet the criteria for recognition under ASC 842, either because the agreements are not deemed to contain a lease, or the agreements qualify for the short-term lease exemption. These systems were installed on the customers’ properties but are owned by the Company.
Loan Interest Income
Prior to 2023, the Company provided installment financing to qualified U.S. customers to purchase residential or commercial photovoltaic systems, energy storage systems, as well as LED products and services, and some of these loans remain outstanding. The Company has not entered into new loans since early 2020, and its finance revenues are from its existing loan portfolio. Customer loans receivable are classified as held-for-investment based on management’s intent and ability to hold the loans for the foreseeable future or to maturity. Loans held-for-investment are carried at amortized cost and are reduced by an allowance for estimated credit losses as necessary. The Company recognizes interest income on loans, including the amortization of discounts and premiums, using the interest method. The interest method is applied on a loan-by-loan basis when collectability of the future payments is reasonably assured. Interest on loans generally continues to accrue until the loans are charged off. Premiums and discounts are recognized as yield adjustments over the term of the related loans. Loans are transferred from held-for-investment to held-for-sale when management’s intent is not to hold the loans for the foreseeable future.
Advertising Costs
The Company charges advertising and marketing costs related to radio, internet and print advertising to operations as incurred. Advertising and marketing costs for the years ended December 31, 2025 and 2024 were approximately $
Income Taxes
The Company accounts for income taxes pursuant to the FASB ASC Topic 740, Income Taxes (“ASC 740”). The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. The Company accounts for the investment tax credits under the flow-through method which treats the credits as a reduction of federal income taxes of the year in which the credit arises or is utilized. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. The Company has determined it is more likely than not that its deferred tax assets related to its U.S. operations will not be realizable and has recorded a full valuation allowance against its deferred tax assets. In the event the Company is able to realize such deferred income tax assets in the future in excess of the net recorded amount, the Company would make an adjustment to the valuation allowance, which would reduce the provision for income taxes.
Topic 740-10 clarifies the accounting for uncertainty in income taxes recognized in the Company’s consolidated financial statements in accordance with U.S. GAAP. The calculation of the Company’s tax provision involves the application of complex tax rules and regulations within multiple jurisdictions. The Company’s tax liabilities include estimates for all income-related taxes that the Company believes are probable and that can be reasonably estimated. To the extent that the Company’s estimates are understated, additional charges to the provision for income taxes would be recorded in the period in which the Company determines such understatement. If the Company’s income tax estimates are overstated, income tax benefits will be recognized when realized.
The Company recognizes interest and penalties related to unrecognized tax positions as income tax expense. For the years ended December 31, 2025 and 2024, the Company did not incur any related interest and penalties.
The Company does not record U.S. income taxes on the undistributed earnings of its foreign subsidiaries based upon the Company’s intention to permanently reinvest undistributed earnings to ensure sufficient working capital and further expansion of existing operations outside the U.S. As of December 31, 2025 and 2024, the Company’s foreign subsidiaries operated at a cumulative deficit for U.S. earnings and profit purposes.
| F-21 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
Comprehensive Income (Loss)
The Company accounts for comprehensive income loss in accordance with ASC 220, Income Statement – Reporting Comprehensive Income (“ASC 220”). Under ASC 220, the Company is required to report comprehensive income (loss), which includes net income (loss) as well as other comprehensive income (loss). The only significant component of accumulated other comprehensive income (loss) as of December 31, 2025 and 2024 is the currency translation adjustment.
Net Income (Loss) Per Share
The Company calculates net income (loss) per share by dividing income or losses allocated to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted weighted average shares is computed using basic weighted average shares plus any potentially dilutive securities outstanding during the period using the treasury-stock-type method and the if-converted method, except when their effect is anti-dilutive. Potentially dilutive securities are excluded from the computation of diluted earnings per share for the years ended December 31, 2025 and 2024 because the effect would be antidilutive.
Stock-Based Compensation
The Company accounts for stock-based compensation costs under the provisions of ASC Topic 718, Compensation – Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest for both employees and non-employees. Stock-based compensation expense recognized includes the compensation cost for all share-based payments granted to employees and non-employees, net of estimated forfeitures, over the employee requisite service period or the non-employee performance period based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported.
Foreign Currency
Amounts reported in the consolidated financial statements are stated in U.S. dollars. The Company’s subsidiaries in the PRC use the Chinese RMB as their functional currency and all other subsidiaries use the U.S. dollar as their functional currency.
In accordance with ASC 830, Foreign Currency Matters (“ASC 830”), the Company translates the assets and liabilities into U.S. dollars using the rate of exchange prevailing at the balance sheet date and the statements of operations and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation from RMB into U.S. dollar are recorded in stockholders’ equity (deficit) as part of accumulated other comprehensive income (loss). Further, foreign currency transaction gains and losses are a result of the effect of exchange rate changes on transactions denominated in currencies other than the functional currency. Losses on those foreign currency transactions of approximately $
Segment Information
Operating segments are defined as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the chief executive officer. Based on the financial information presented to and reviewed by the chief operating decision maker in deciding how to allocate the resources and in assessing the performance of the Company, the Company has determined that it has one operating segment, and one reporting segment which is the operation in the United States for the year ended December 31, 2025. Prior to January 1, 2024, the Company considered its operation in China an operating segment and a reporting segment. However, because the operation in China has had no revenues and no operations in China since 2022, its principal activity having been seeking to collect its receivable from SPIC, and the Company has no agreement and is not engaged in any negotiations or marketing activities in China, the Company no longer considers its operation in China an operating segment or a reporting segment.
| F-22 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
Recently Issued Accounting Pronouncements
As an emerging growth company, the Company has elected to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Securities and Exchange Act of 1934.
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company adopted this standard prospectively for the year ended December 31, 2025. The adoption impacted the Company’s income tax disclosures, but did not impact the Company’s consolidated financial statements.
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. This update requires that at each interim and annual reporting period public entities disclose (1) the amounts of purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions; (2) certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements; (3) a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and (4) the total amount of selling expenses and, in annual reporting periods, the definition of selling expenses. In January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This update clarifies that ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact on its financial statements of adopting this guidance.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments- Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 is intended to improve the estimation of expected credit losses for contracts arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers. The amendments in this ASU will be applied prospectively and are effective for fiscal years beginning after December 15, 2025, with early adoption permitted. The Company is currently evaluating the impact of implementing this guidance on its financial statements.
The Company has reviewed all other recently issued accounting pronouncements and concluded they were either not applicable or not expected to have a material impact on the Company’s consolidated financial statements.
3. Disaggregation of Revenue
The following table summarizes the Company’s revenue by business line for the years ended December 31, 2025 and 2024:
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| Years Ended December 31, |
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| 2025 |
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| 2024 |
| ||
Solar energy and battery storage systems |
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Large-scale EPC contracts |
| $ | |
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| $ | |
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Sales on non-installment basis |
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Third-party leasing arrangements |
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Operating lease revenues |
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Power purchase agreement revenues |
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Total solar energy and battery storage systems |
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LED projects |
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Financing related |
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Total revenues |
| $ |
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| $ |
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4. Cash, Cash Equivalents and Restricted Cash
As of December 31, 2025 and 2024, insured and uninsured cash including the balance classified as restricted cash were as follows:
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| December 31, |
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| 2025 |
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| 2024 |
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US Operations |
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Insured cash |
| $ |
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| $ |
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Uninsured cash |
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China Operations |
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Insured cash |
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Uninsured cash |
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Total cash and cash equivalents and restricted cash |
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Less: Cash and cash equivalents |
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Restricted cash |
| $ |
|
| $ |
| ||
| F-23 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
5. Accounts Receivable, Net
The activity of the allowance for credit losses for accounts receivable for the years ended December 31, 2025 and 2024 is as follows:
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| Years Ended December 31, |
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| 2025 |
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| 2024 |
| ||
Balance – beginning of period |
| $ |
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| $ |
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Provision for credit losses |
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Receivables charged off |
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| ( | ) |
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Balance – end of period |
| $ |
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| $ |
| ||
6. Held to Maturity Debt Investments
In March 2024, the Company made short-term investments of $
In March 2024, the Company made short-term investments of RMB 5.0 million, approximately $
7. Receivable from SPIC, Net
The Company had previously initiated arbitration proceedings against SPIC, the state-owned company related to the receivable balances of several photovoltaic EPC projects that the Company completed in 2020 and 2021. In April 2025, the arbitration tribunal issued awards in favor of the Company and subsequently the Company collected approximately RMB 42.5 million ($
8. Large-scale EPC Contracts
On July 31, 2025, SREP, entered into an EPC agreement (the “Longfellow Contract”) with Longfellow, for an industrial project to develop a BESS facility. Based on the terms of the contract, the contract is expected to generate revenues of approximately $
The Company has committed to make a $
The EPC contract with Longfellow is a fixed-price contract consisting of batteries of $
On December 31, 2025, the Company entered into three EPC agreements for large scale BESS systems, two in Puerto Rico and one in Corpus Christi, Texas. Pursuant to an EPC agreement with Naguabo BESS, LLC, a Texas limited liability company (“Naguabo”), the Company will develop a BESS facility in Ceiba Municipality, Puerto Rico. The contract is expected to generate revenues of approximately $
| F-24 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
9. Customer Loans Receivable
Prior to 2023, the Company provided financing to qualified customers to purchase residential or commercial photovoltaic systems, as well as other products the Company offered in the U.S. Depending on the credit rating of customers, the interest rate generally ranges from
The customer gave the Company a security interest in the photovoltaic systems and other products financed.
The following tables summarize the Company’s customer loan receivables by credit rating, determined at origination, for each vintage of the customer loan receivable portfolio at December 31, 2025:
|
| Year of origination |
|
| December 31, 2025 |
| ||||||||||||||
|
| 2022 |
|
| 2021 |
|
| Prior |
|
| Total |
|
| % |
| |||||
Prime - FICO score 680 and greater |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
|
| % | |||||
Near-prime - FICO score 620 to 679 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| % | |||||
Sub-prime - FICO score less than 620 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| % | |||||
Business entity — FICO not available |
|
|
|
|
|
|
|
|
|
|
|
|
|
| % | |||||
Total Customer Loan Receivables, gross |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
|
| % | |||||
The following tables summarize the Company’s customer loan receivables by credit rating, determined at origination, for each vintage of the customer loan receivable portfolio at December 31, 2024:
|
| Year of origination |
|
| December 31, 2024 |
| ||||||||||||||||||
|
| 2022 |
|
| 2021 |
|
| 2020 |
|
| Prior |
|
| Total |
|
| % |
| ||||||
Prime - FICO score 680 and greater |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
|
| % | ||||||
Near-prime - FICO score 620 to 679 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % | ||||||
Sub-prime - FICO score less than 620 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % | ||||||
Business entity — FICO not available |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % | ||||||
Total Customer Loan Receivables, gross |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
|
| % | ||||||
Customer loans receivable consist of the following as of December 31, 2025 and 2024:
|
| December 31, 2025 |
|
| December 31, 2024 |
| ||
Customer loans receivable, gross |
| $ |
|
| $ |
| ||
Allowance for loan losses |
|
| ( | ) |
|
| ( | ) |
Customer loans receivable, net |
|
|
|
|
|
| ||
Less: Current portion |
|
|
|
|
|
| ||
Non-current portion |
| $ |
|
| $ |
| ||
| F-25 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
Principal maturities of the customer loans receivable at December 31, 2025 are summarized as follows:
For the year ending December 31, |
| Amount |
| |
2026 |
| $ |
| |
2027 |
|
|
| |
2028 |
|
|
| |
2029 |
|
|
| |
Thereafter |
|
|
| |
Total customer loans receivable |
| $ |
| |
The Company is exposed to credit risk on the customer loans receivable. Credit risk is the risk of loss arising from the failure of customers to meet the terms of their contracts with the Company or otherwise fail to perform as agreed.
The activity in the allowance for loan losses for customer loans receivable for the years ended December 31, 2025 and 2024 is as follows:
|
| Years Ended December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Balance – beginning of period |
| $ |
|
| $ |
| ||
Provision (recovery) for loan losses |
|
| ( | ) |
|
|
| |
Chargeoffs and adjustments |
|
|
|
|
| ( | ) | |
Balance – end of period |
| $ |
|
| $ |
| ||
Total interest income on the customer loans receivable included in revenues was approximately $
10. Inventories, net
The activity in the reserve for excess and obsolete inventories for the years ended December 31, 2025 and 2024 is as follows:
|
| Years Ended December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Balance – beginning of period |
| $ |
|
| $ |
| ||
Provision for excess and obsolete inventories |
|
|
|
|
|
| ||
Balance – end of period |
| $ |
|
| $ |
| ||
Inventories consisted of the following as of December 31, 2025 and 2024:
|
| December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Solar panels, inverters, battery storage and components |
| $ |
|
| $ |
| ||
LED lights |
|
|
|
|
|
| ||
Total inventories, gross |
|
|
|
|
|
| ||
Less: reserve for excess and obsolete inventories |
|
| ( | ) |
|
| ( | ) |
Total inventories, net |
| $ |
|
| $ |
| ||
11. Other Receivables and Current Assets, Net
Other receivables and current assets, net consisted of the following at December 31, 2025 and 2024:
|
| December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Receivable from seller (Uonone Group - Note 18) |
| $ |
|
| $ |
| ||
Prepaid expenses and other current assets |
|
|
|
|
|
| ||
Advances to suppliers |
|
|
|
|
|
| ||
Accrued interest on held to maturity debt investment |
|
|
|
|
|
| ||
Accrued interest on customer loans receivable |
|
|
|
|
|
| ||
Total other receivables and current assets |
| $ |
|
| $ |
| ||
| F-26 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
On June 12, 2024, the Company entered into an offset agreement with Sunspark Technology, Inc. ("Sunspark") whereby Sunspark's unpaid rents, utilities and security allocations through June 30, 2024 of $
In July 2025, the Company entered into an asset transfer and debt assignment with Sunspark and Sun Pioneer USA Inc. ("Sun Pioneer") to resolve certain outstanding rents and other amounts due from Sunspark under the sublease agreement with Sunspark dated October 11, 2022. Pursuant to the July 2025 agreement, Sun Pioneer agreed to assume the debt balance owed by Sunspark. In connection therewith,
12. Property and Equipment
Components of property and equipment, net are as follows:
|
| December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Automobiles |
| $ |
|
| $ |
| ||
Furniture and equipment |
|
|
|
|
|
| ||
Solar systems leased to customers |
|
|
|
|
|
| ||
Leasehold improvements |
|
|
|
|
|
| ||
Total property and equipment, gross |
|
|
|
|
|
| ||
Less: accumulated depreciation and amortization |
|
| ( | ) |
|
| ( | ) |
Total property and equipment, net |
| $ |
|
| $ |
| ||
For the years ended December 31, 2025 and 2024, depreciation expenses were approximately $
13. Goodwill
The activity of goodwill is as follows:
|
| December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Balance – beginning of period |
| $ |
|
| $ |
| ||
Effect of exchange rate |
|
|
|
|
| ( | ) | |
Asset impairment |
|
|
|
|
| ( | ) | |
Balance – end of period |
| $ |
|
| $ |
| ||
During the year ended December 31, 2024, as a result of the continued headwinds facing China's economy after the pandemic and the economic indicators seem to indicate further future contraction, all of which have a direct impact on the Company's ability to generate new businesses in its China operations in the foreseeable future, accordingly the Company recognized a $
| F-27 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
14. Investments in Unconsolidated Companies
At December 31, 2025 and 2024, the Company has a
Investee1 |
| Investment Balance at December 31, 2024 |
|
| Share of Investee’s Net Income |
|
| Effect of Exchange Rate |
|
| Investment Balance at December 31, 2025 |
| ||||
Yilong #2 |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Xingren |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Ancha |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Investee1 |
| Investment Balance at December 31, 2023 |
|
| Share of Investee’s Net Income (Loss) |
|
| Effect of Exchange Rate |
|
| Investment Balance at December 31, 2024 |
| ||||
Yilong #2 |
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| |||
Xingren |
|
|
|
|
|
|
|
| ( | ) |
|
|
| |||
Ancha |
|
|
|
|
|
|
|
| ( | ) |
|
|
| |||
Total |
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| |||
1 The investee is the name of the project.
The following tables present the summary of the unaudited combined financial statements of the three solar project companies in which the Company has a 30% equity interest as of December 31, 2025 and 2024, and for the years ended December 31, 2025 and 2024:
|
| December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Current assets |
| $ |
|
| $ |
| ||
Non-current assets |
|
|
|
|
|
| ||
Total assets |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Current liabilities |
| $ |
|
| $ |
| ||
Noncurrent liabilities |
|
|
|
|
|
| ||
Members’ capital |
|
|
|
|
|
| ||
Total liabilities and members’ capital |
| $ |
|
| $ |
| ||
|
| Years Ended December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Revenue |
| $ |
|
| $ |
| ||
Gross profit |
|
|
|
|
|
| ||
Net income |
| $ |
|
| $ |
| ||
Revenue of these project companies is generated from the power purchase agreements with the PRC utility companies as well as government subsidies.
On April 29, 2025, Longfellow was formed as a Texas limited liability company and commenced its business on the same date. Longfellow is a special purpose company created to own and operate a new battery storage system located in Pecos County, Texas. Pursuant to the LLC agreement, the Company owns an
| F-28 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
15. Financing Arrangements
As of December 31, 2025 and 2024, the Company had the following borrowings:
|
| December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Unsecured loan from unrelated party at 8.0% fixed interest due June 30, 2025 |
| $ |
|
| $ |
| ||
Unsecured loan from unrelated party at 12.0% fixed interest due June 30, 2025 |
|
|
|
|
|
| ||
Secured convertible notes payable at 4.0% per annum, due various dates through September 2029 |
|
|
|
|
|
| ||
EB-5 loans -see details below |
|
|
|
|
|
| ||
Notes payable to SMX Property, a related party, at 8% per annum, due October 10, 2025 |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
Less: debt discount and debt issuance costs |
|
| ( | ) |
|
| ( | ) |
Current portion |
|
| ( | ) |
|
| ( | ) |
Noncurrent portion |
| $ |
|
| $ |
| ||
Unsecured Loans
On April 16, 2025, the $
On April 3, 2025, the $
| F-29 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
Related party EB-5 financings
The Company’s borrowings under the EB-5 program from related parties consisted of the following as of December 31, 2025 and 2024:
|
| December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Loan from Clean Energy Funding, LP |
| $ |
|
| $ |
| ||
Loan from Clean Energy Funding II, LP |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
Less: current portion |
|
| ( | ) |
|
| ( | ) |
Noncurrent portion |
| $ |
|
| $ |
| ||
On January 3, 2012, CEF entered into a secured loan agreement with SREP, a wholly owned subsidiary of the Company. Under the secured loan agreement, CEF agreed to make loans to SREP in an amount not to exceed $
On August 26, 2014, CEF II entered into a secured loan agreement with LED, a wholly-owned subsidiary of the Company, for up to $
The general partner of CEF and CEF II is Inland Empire Renewable Energy Regional Center (“IERE”). The principal members and managers of IERE consist of the Company’s chief executive officer and its former executive vice president and director, who was a 5% stockholder. A current director resigned from IERE in January 2024 and, prior to his resignation from IERE, he had not been involved in its management.
Convertible Notes
The Company has issued 4% secured subordinated convertible notes to former limited partners of CEF and CEF II, pursuant to exchange agreements with the limited partners. The limited partners accepted the notes in lieu of cash payments of their capital contribution which resulted in a reduction of SREP’s and LED's notes to CEF and CEF II, respectively, in the same amount, reducing the outstanding EB-5 loan balance. Payment of the notes is secured by a security interest in SREP’s and LED's accounts and inventory, which are the same assets as secure the note to CEF and CEF II. The convertible notes are payable in equal installments on the first, second, third, fourth and fifth anniversaries of the date of issuance. The convertible notes made prior to, or on or about the date of, the Company’s initial public offering are convertible into common stock at a conversion price of $3.20 which was 80% of the initial public offering price of $
| F-30 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
All convertible notes issued contained redemption put features that allow the holders of the convertible notes the right to receive, for each conversion share that would have been issuable upon conversion immediately prior to the occurrence of an effective change in control event defined as a fundamental transaction, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration receivable as a result of such fundamental transaction by a holder of the number of shares of common stock for which these convertible notes are convertible immediately prior to such fundamental transaction. The Company evaluated the redemption put feature contained in the convertible notes under the guidance of ASC 815 and concluded that the requirements for contingent exercise provisions as well as the settlement provision for scope exception in ASC 815-10-15-74 has been meet. Accordingly, the redemption put features contained in the convertible notes were not bifurcated and accounted for as freestanding derivative instruments.
During the year ended December 31, 2025, the Company issued convertible notes in the aggregate principal amount of $500,000 pursuant to exchange agreements which resulted in a reduction of EB-5 notes in the principal amount of $500,000 and recognized a gain on debt extinguishment of $
Event of Default on Convertible Notes
From April 2023 through December 31, 2025, the Company did not pay annual principal installment payments and related quarterly interest payments which is an event of default on convertible notes. As of December 31, 2025, the aggregate principal amount of the notes in default was $
The Company accrued interest at the rate of
| F-31 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
Notes Payable to SMX Property, LLC, a related party
On October 10, 2022, SMXP made unsecured loans to the Company of $
The $
The $
The Company’s chief executive officer and its former executive vice president who was a director and a 5% stockholder are the principal management of SMXP. One other director has a non-controlling interest in SMXP and is not part of its management.
Interest Expense
For the years ended December 31, 2025 and 2024, interest expense incurred on the above long-term EB‑5 related party loans was approximately $
Total interest expense incurred (including interest on long-term related party loans) was approximately $
Principal maturities for the financing arrangements as of December 31, 2025 are as follows:
For the year ending December 31, |
| EB-5 Loans - Related Party |
|
| Convertible Notes |
|
| Total |
| |||
2026 |
| $ |
|
| $ |
|
| $ |
| |||
2027 |
|
|
|
|
|
|
|
|
| |||
2028 |
|
|
|
|
|
|
|
|
| |||
2029 |
|
|
|
|
|
|
|
|
| |||
Total |
| $ |
|
| $ |
|
| $ |
| |||
16. Accrued Expenses and Other Payables
Accrued expenses and other payables consisted of the following as of December 31, 2025 and 2024:
|
| December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Customer deposits |
| $ |
|
| $ |
| ||
Accrued operating and project payables |
|
|
|
|
|
| ||
Payable to Uonone (See Note 18) |
|
|
|
|
|
| ||
Accrued compensation expenses |
|
|
|
|
|
| ||
Retainage payable to vendors |
|
|
|
|
|
| ||
Preacquisition liability |
|
|
|
|
|
| ||
Accrued settlement |
|
|
|
|
|
| ||
Accrued warranty expense |
|
|
|
|
|
| ||
VAT taxes payable |
|
|
|
|
|
| ||
Income taxes payable |
|
|
|
|
|
| ||
Refundable vendor bid deposits |
|
|
|
|
|
| ||
Total accrued expenses and other payables |
| $ |
|
| $ |
| ||
| F-32 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
Accrued Compensation
At December 31, 2025, accrued compensation includes $
Customer Deposits
Customer deposits represent customer down payments and progress payments received prior to the completion of the Company’s earnings process. The amounts paid by customers are refundable during the period which, under applicable state and federal law, the customer’s order may be cancelled and the deposit refunded. Once the cancellation period has expired, the customer still may cancel the project but the Company is entitled to retain the deposit payments for work that was completed and materials that were delivered.
Accrued Settlement
In November 2022, the Company entered into a settlement agreement with two former limited partners of Clean Energy Funding L.P., pursuant to which
Accrued Warranty
The activity of the warranty liability (included in other liabilities) for the years ended December 31, 2025 and 2024 is as follows:
|
| Years Ended December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Balance – beginning of period |
| $ |
|
| $ |
| ||
Provision for warranty liability |
|
|
|
|
|
| ||
Expenditures and adjustments |
|
| ( | ) |
|
| ( | ) |
Effect of exchange rate |
|
|
|
|
| ( | ) | |
Balance – end of period |
|
|
|
|
|
| ||
Less: current portion (accrued expenses and other payables) |
|
| ( | ) |
|
| ( | ) |
Non-current portion (other liabilities) |
| $ |
|
| $ |
| ||
17. Concentrations
Major Customers
For the years ended December 31, 2025, one customer, Longfellow, accounted for $
| F-33 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
Major Suppliers
During the year ended December 31, 2025, one supplier, Renewable Energy Resolution, Inc. ("RER") accounted for purchases of $
During the year ended December 31, 2024, one supplier accounted for purchases of approximately $
18. Acquisition Contingencies and Other Payable to Uonone Group
Effective on May 12, 2016, one of the Company’s PRC subsidiaries entered into a debt settlement agreement (the “Debt Settlement Agreement”) with one of the former owners of the subsidiary, Uonone Group Co., Ltd., (“Uonone Group”), pursuant to which the subsidiary and Uonone Group agreed to settle a list of pending business transactions from December 31, 2012 to December 31, 2015,
As of December 31, 2021, Uonone Group had repaid all the amounts agreed to under the debt settlement agreement except for the RMB 3.0 million contingent receivable from Uonone Group discussed above. Uonone Group’s obligation on the contingent receivable does not arise until and unless the Company becomes obligated to pay the contingent liability. At December 31, 2025 and 2024, the Company had no payment obligations with respect to the assumed contingent liability and accordingly, Uonone Group had no obligation to the Company with respect to the contingent receivable.
Under the debt settlement agreement, any legal settlement proceeds, less fees and expenses, received by the subsidiary related to the projects completed prior to the April 2015 acquisition of the subsidiary would be repaid to the Uonone Group. During the year ended December 31, 2025 the Company did not receive any additional legal settlement proceeds, nor did the Company make any payments to Uonone.
At both December 31, 2025 and 2024, the amount payable to Uonone, was approximately RMB 18.0 million ($
19. Related Party Transactions
See Note 15 for related party lease and loan transactions and Note 20 for the termination of related party lease.
20. Commitments and Contingencies
Operating Leases
The Company has entered into various non-cancellable operating lease agreements for certain of its offices, warehouse facilities and office equipment, vehicles, and solar energy systems, both in the U.S. and in the PRC. The Company determines if an arrangement is a lease, or contains a lease, at inception and records the leases in the consolidated financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor.
Effective March 31, 2024, the Company terminated its lease with Fallow Field, LLC, a related party, for its office space in Diamond Bar, California. In connection with the early lease termination, the Company recognized a gain on the lease termination of approximately $
For the years ended December 31, 2025 and 2024, rent expense for offices, warehouse facilities and equipment, including rental expense for related party leases in 2024, was approximately $
| F-34 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
Future minimum lease commitments as of December 31, 2025, consisting primarily of the lease on the Company's Riverside headquarters, are as follows:
For the year ending December 31, |
| Total |
| |
2026 |
| $ |
| |
2027 |
|
|
| |
2028 |
|
|
| |
Total |
| $ |
| |
As of December 31, 2025, the maturities of the Company’s operating lease liabilities (excluding short-term leases) are as follows:
For the year ending December 31, |
| Total |
| |
2026 |
| $ |
| |
Total minimum lease payments |
|
|
| |
Less: Interest |
|
| ( | ) |
Present value of lease obligations |
|
|
| |
Less: current portion |
|
| ( | ) |
Noncurrent portion |
| $ |
| |
Other information related to leases is as follows:
|
| As of December 31, 2025 |
| |
Weighted average remaining lease term (in years) |
|
|
| |
Weighted average discount rate |
|
| % | |
The Company entered into subleases for portions of its office space, generally on a month-to-month basis. For the years ended December 31, 2025 and 2024, the total sublease income recognized totaled approximately $
The following table summarizes the Company’s operating lease cost for the years ended December 31, 2025 and 2024:
|
| Years Ended December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Operating lease cost |
| $ |
|
| $ |
| ||
Short-term lease cost |
|
|
|
|
|
| ||
Less: Sublease income |
|
| ( | ) |
|
| ( | ) |
Operating lease cost, net |
| $ |
|
| $ |
| ||
Employment Agreements
On October 7, 2016, the Company entered into an employment agreement with its chief executive officer
| F-35 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
Legal Matters
In the ordinary course of the Company’s business, the Company is involved in various legal proceedings involving contractual relationships, product liability claims, and a variety of other matters. The Company does not believe there are any pending legal proceedings that will have a material impact on the Company’s financial position or results of operations.
During 2024, the Company commenced arbitration procedures in Shanghai with SPIC to collect on the receivables owed by SPIC related to three completed EPC projects as well as other advances and reimbursements totaling approximately RMB 49.5 million ($
Default on Convertible Notes
See Note 15 in connection with contingent liabilities resulting from the Company’s default on outstanding convertible notes.
Issuance of Common Stock under Private Placement
During the year ended December 31, 2025, the Company issued a total of
2016 Long-Term Incentive Plan
During the years 2015 to 2019, the Company granted shares of restricted stock and incentive stock options to employees and consultants, of which
Restricted Stock
In the year ended December 31, 2024, upon completion of the Company’s initial public offering, which triggered realization of all unrealized compensation expense and stock options, which became vested upon completion of the Company’s initial public offering, based on the estimate of the then most recent price at which shares were sold of $
| F-36 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
The following table below summarizes the activity of the restricted shares:
|
| Number of Shares |
|
| Weighted Average Grant Date Fair Value per Share |
| ||
Outstanding at December 31, 2024 |
|
|
|
|
|
| ||
Nonvested as of December 31, 2024 |
|
|
|
|
|
| ||
Outstanding at December 31, 2025 |
|
| - |
|
|
|
| |
Nonvested as of December 31, 2025 |
|
| - |
|
|
|
| |
Stock Options
From time to time, the Company granted non-qualified stock options to its employees and consultants for their services. Option awards are generally granted with an exercise price equal to the estimated fair value of the Company’s stock at the date of grant; those option awards generally vest between 18 months and 36 months of continuous service and have contractual terms of seven to ten years. The vested options are exercisable for six months after the termination date unless (i) termination is due to optionee’s death or disability, in which case the option shall be exercisable for 12 months after the termination date, or (ii) the optionee is terminated for cause, in which case the option will immediately terminate. All outstanding options are vested at December 31, 2025 and 2024.
A summary of option activity is as follows:
|
| Number of Options |
|
| Weighted Average Exercise Price |
|
| Weighted Average Remaining Contractual (years) |
|
| Aggregate Intrinsic Value |
| ||||
Outstanding at December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Nonvested as of December 31, 2024 |
|
| - |
|
|
|
|
|
| - |
|
|
| - |
| |
Exercisable as of December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Granted |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Exchanged |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Exercised |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Cancelled or forfeited |
|
| ( | ) |
|
| - |
|
|
| - |
|
|
| - |
|
Outstanding at December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
| - |
| |||
Nonvested as of December 31, 2025 |
|
| - |
|
|
|
|
|
| - |
|
|
| - |
| |
Exercisable as of December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Forfeitures are accounted for as actual forfeitures occur.
The aggregate intrinsic value represents the total pretax intrinsic value. The aggregate intrinsic values as of December 31, 2024 are based upon the value per share of $
As a result of the Company’s completion of its initial public offering in February 2024, all the stock options which are performance-based awards became vested and compensation cost of $
On August 29, 2025, the Company’s board of directors approved a 3-year extension for all previously granted options that will be expiring over the next three years from August 31, 2025. These options had an exercise price ranging from $
| F-37 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
22. Income Taxes
The components of the pretax income (loss) from operations for the years ended December 31, 2025 and 2024 are as follows:
|
| Years Ended December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Domestic (U.S. operations) |
| $ | ( | ) |
| $ | ( | ) |
Foreign (PRC operations) |
|
| ( | ) |
|
| ( | ) |
Income (loss) before income taxes |
| $ | ( | ) |
| $ | ( | ) |
The income tax provisions (benefits) for the years ended December 31, 2025 and 2024 are as follows:
|
| Years Ended December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Current |
|
|
|
| ||||
U.S. federal |
| $ |
|
| $ |
| ||
State and local |
|
|
|
|
|
| ||
Foreign (PRC operations) |
|
|
|
|
| ( | ) | |
Total current income tax expense (benefit) |
|
|
|
|
| ( | ) | |
Deferred |
|
|
|
|
|
|
|
|
U.S. federal |
|
|
|
|
|
| ||
State and local |
|
|
|
|
|
| ||
Foreign (PRC operations) |
|
| ( | ) |
|
|
| |
Total deferred income tax expense (benefit) |
|
| ( | ) |
|
|
| |
Income tax expense (benefit) |
| $ | ( | ) |
| $ |
| |
Upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures, as described in Note 2, Summary of Significant Accounting Policies, the reconciliation of taxes at the federal statutory rate to our provision for (benefit from) income taxes for the year ended December 31, 2025 was as follows:
|
| December 31, 2025 |
| |||||
|
| Rate |
|
| Amount |
| ||
Income taxes at statutory rates |
|
| % |
| $ | ( | ) | |
State taxes in Texas and made up the majority (greater than 50%) of the tax effect in this category, net of federal benefit |
|
| ( | )% |
|
|
| |
Foreign rate differential |
|
|
|
|
|
|
|
|
China |
|
|
|
|
|
|
|
|
Valuation allowance |
|
| % |
|
| ( | ) | |
Other |
|
| % |
|
| ( | ) | |
Effects of cross-border tax laws |
|
| ( | )% |
|
|
| |
Tax credits |
| - | % |
|
| - |
| |
Change in valuation allowance |
|
| ( | )% |
|
|
| |
Nontaxable or nondeductible items |
|
|
|
|
|
|
|
|
Non-deductible interest expense 163(l)- Convertible debt |
|
| ( | )% |
|
|
| |
Debt Extinguishment Loss |
|
| ( | )% |
|
|
| |
Other |
|
| ( | )% |
|
|
| |
Other adjustments |
|
|
|
|
|
|
|
|
Executives Compensation |
|
| ( | )% |
|
|
| |
Equity investment basis true-up |
|
| ( | )% |
|
| |
|
Other adjustment |
|
| % |
|
| ( | ) | |
Effective income tax rate |
|
| % |
| $ | ( | ) | |
| F-38 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
The reconciliation of taxes at the federal statutory rate to our provision for (benefit from) income taxes for the year ended December 31, 2024 in accordance with the guidance prior to the adoption of ASU 2023-09 was as follows:
|
| December 31, 2024 |
| |||||
|
| Rate |
|
| Amount |
| ||
Income taxes at statutory rates |
|
| % |
| $ | ( | ) | |
State income tax, net of federal benefit |
|
| % |
|
| ( | ) | |
Foreign rate differential |
|
| % |
|
| ( | ) | |
Non-deductible interest |
|
| ( | )% |
|
|
| |
Other permanent items |
|
| ( | )% |
|
|
| |
Goodwill impairment |
|
| ( | )% |
|
|
| |
Section 162(m) adjustment |
|
| ( | )% |
|
|
| |
Stock-based compensation |
|
| ( | )% |
|
|
| |
Subpart F |
|
| ( | )% |
|
|
| |
State rate change |
|
| ( | )% |
|
|
| |
Return-to-provision true-up |
|
| % |
|
| ( | ) | |
Change in valuation allowance |
|
| ( | )% |
|
|
| |
Other adjustment |
|
| ( | )% |
|
|
| |
Effective income tax rate |
|
| ( | )% |
| $ |
| |
The amount of cash income taxes paid (refunded) by the Company for the year ended December 31, 2025 are as follows:
|
| December 31, 2025 |
| |
|
|
|
| |
U.S. operations |
|
|
| |
State |
| $ |
| |
Foreign |
|
|
|
|
PRC operations |
|
|
| |
Total |
| $ |
| |
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31, 2025 and 2024 are as follows:
|
| December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Deferred tax assets |
|
|
|
| ||||
Investment credit |
| $ |
|
| $ |
| ||
Net operating loss carryforwards |
|
|
|
|
|
| ||
Stock-based compensation and accrued bonus |
|
|
|
|
|
| ||
Depreciation |
|
|
|
|
|
| ||
Operating lease liabilities |
|
|
|
|
|
| ||
Contract accounting |
|
|
|
|
|
| ||
Other |
|
|
|
|
|
| ||
Total deferred tax assets |
|
|
|
|
|
| ||
Valuation allowance |
|
| ( | ) |
|
| ( | ) |
Total deferred tax assets, net of allowance |
|
|
|
|
|
| ||
Deferred tax liabilities |
|
|
|
|
|
|
|
|
Operating lease right-of-use assets |
|
| ( | ) |
|
| ( | ) |
Contract Accounting |
|
| ( | ) |
|
| ( | ) |
Total deferred tax liabilities |
|
| ( | ) |
|
| ( | ) |
Deferred tax assets (liability), net |
| $ | ( | ) |
| $ | ( | ) |
The Company has established a valuation allowance against its net deferred tax assets due to the uncertainty surrounding the realization of such assets. The Company periodically evaluates the recoverability of the deferred tax assets. At such time as it is determined that it is more likely than not that deferred assets are realizable, the valuation allowance will be reduced. The Company has recorded a valuation allowance of $
As of December 31, 2025, the Company had federal and state tax net operating loss ("NOL”) carryforwards of $
| F-39 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
The above NOL carryforwards and the investment tax credit carryforwards are subject to limitation under Sections 382 and 383 of the Internal Revenue Code of 1986, and similar state provisions which limit the amount NOL and tax credit carryforwards that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Sections 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three-year period. The Company has performed an IRC Section 382 as of December 31, 2020, in which it was determined that no significant change in ownership had occurred. In addition, the Company has not experienced the ownership change greater than 50% subsequent to December 31, 2020 and up to 2025.
The following table summarizes the reconciliation of the unrecognized tax benefits activity during the years ended December 31, 2025 and 2024:
|
| December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Unrecognized tax benefits – beginning |
| $ |
|
| $ |
| ||
Increases (decreases) related to current year tax positions |
|
|
|
|
|
| ||
Increases (decreases) related to prior year tax positions |
|
|
|
|
|
| ||
Expiration of the statute of limitations for the assessment of taxes |
|
|
|
|
|
| ||
Other |
|
|
|
|
|
| ||
Unrecognized tax benefits – ending |
| $ |
|
| $ |
| ||
Included in the balance of unrecognized tax benefits as of December 31, 2025, is $
The Company's policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties on the Company's balance sheets as of December 31, 2025 and has not recognized interest and/or penalties in the Statement of Operations for the year ended December 31, 2025.
The Company is subject to taxation in the United States, various state jurisdictions and China. Due to the existence of federal, state, and foreign net operating loss and credit carryovers, the Company's tax years that remain open and subject to examination by tax jurisdiction are years 2011 forward for federal and years 2012 and forward for the state.
The Company’s PRC subsidiaries are subject to a 25% statutory income tax rate according to the PRC's income tax laws. Tax regulations are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. All tax positions taken, or expected to be taken, continue to be more likely than not ultimately settled at the full amount claimed. The Company's PRC subsidiaries' tax filings are subject to the PRC tax bureau’s examination for a period up to five years. These subsidiaries are not currently under examination by the PRC tax bureau.
As of December 31, 2025, the Company’s foreign subsidiaries operated at a cumulative deficit for U.S. earnings and profit purposes. The Company does not record U.S. income taxes on the undistributed earnings of its foreign subsidiaries based upon the Company’s intention to permanently reinvest undistributed earnings to ensure sufficient working capital and further expansion of existing operations outside the U.S. In the event the Company is required to repatriate funds from outside of the U.S., such repatriation would be subject to local laws, customs, and tax consequences. Determination of the amount of unrecognized deferred tax liability related to these earnings is not practicable.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 is effective for public entities with annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted this standard prospectively for the period ending December 31, 2025. The adoption impacted the Company's income tax disclosures only and did not otherwise impact the Company's financial statements.
| F-40 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
On July 4, 2025, the reconciliation bill commonly referred to as the One Big Beautiful Bill Act (“OBBBA”) was signed into law in the United States. The OBBBA includes a broad range of tax reform provisions affecting U.S. corporate income taxation. Certain provisions became effective beginning in 2025, including an elective deduction for domestic research and development expenditures, reinstatement of 100% first-year bonus depreciation, and repeal of the fiscal year-end requirement for certain non-U.S. corporations. Other provisions of the OBBBA will become effective in 2026 and subsequent years, including a more favorable tax rate applicable to Foreign-Derived Deduction Eligible Income and income from non-U.S. subsidiaries (Net CFC Tested Income). Due to the Company’s full valuation allowance on deferred tax assets, the enactment of the OBBBA did not have a material impact on the Company’s financial statements for the year ended December 31, 2025.
23. Net Income (Loss) Per Share
The following table presents the calculation of the Company's basic and diluted net income (loss) per share for the years ended December 31, 2025 and 2024:
|
| Years Ended December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Numerator |
|
|
|
|
|
| ||
Net income (loss) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
Denominator |
|
|
|
|
|
|
|
|
Weighted average shares used to compute net loss per share, basic |
|
|
|
|
|
| ||
Weighted average shares used to compute net loss per share, diluted |
|
|
|
|
|
| ||
Basic net income (loss) per share |
| $ | ( | ) |
| $ | ( | ) |
Diluted net income (loss) per share |
| $ | ( | ) |
| $ | ( | ) |
For the year ended December 31, 2025, outstanding options to purchase
For the year ended December 31, 2024, outstanding options to purchase
24. Segment Reporting
The chief operating decision maker ("CODM") is the Chief Executive Officer. As of January 1, 2024, the Company has determined that it has one reporting segment which is solar energy systems in the United States. The Company has not generated any revenue from its China operations since 2021, it does not have any contracts for services in China, it does not have any marketing activities in China and its China operations is no longer considered a reporting segment. The CODM regularly reviews operations and financial performance at the consolidated level and uses net income (loss) to allocate resources (including labor, technology and capital resources) for the single reporting segment to make decisions regarding annual budget, entering new markets, marketing decisions, pursuing new business, and driving the Company's mission.
| F-41 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
The following table shows the operations of the Company’s reporting segment for the years ended December 31, 2025 and 2024:
|
| Years Ended December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Segment revenue |
|
|
|
|
|
| ||
Large-scale EPC contracts |
| $ |
|
| $ |
| ||
Solar energy systems |
|
|
|
|
|
| ||
Battery only sales |
|
|
|
|
|
| ||
LED operations |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Reconciliation of revenue |
|
|
|
|
|
|
|
|
Finance revenue |
|
|
|
|
|
| ||
Other non-core revenue |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Less |
|
|
|
|
|
|
|
|
Direct and indirect costs |
|
|
|
|
|
| ||
Subcontractor costs |
|
|
|
|
|
| ||
Commissions and lender fees |
|
|
|
|
|
| ||
Compensation and benefits |
|
|
|
|
|
| ||
Leasing and rental expense |
|
|
|
|
|
| ||
Insurance expense |
|
|
|
|
|
| ||
Selling and marketing expense |
|
|
|
|
|
| ||
Professional services |
|
|
|
|
|
| ||
|
|
| ( | ) |
|
| ( | ) |
Reconciliation of segment profit or loss |
|
|
|
|
|
|
|
|
Other corporate overhead expense |
|
|
|
|
|
| ||
Provision for various reserves |
|
|
|
|
|
| ||
Stock-based compensation |
|
|
|
|
|
| ||
Interest expense, net |
|
|
|
|
|
| ||
Other (gains) and other (income), net |
|
|
|
|
| ( | ) | |
China goodwill impairment |
|
|
|
|
|
| ||
China other expenses |
|
|
|
|
|
| ||
Elimination adjustment |
|
| ( | ) |
|
|
| |
Income before income taxes |
| $ | ( | ) |
| $ | ( | ) |
25. Subsequent Events
Convertible Notes Issued
In January and February 2026, the Company issued two convertible notes in the principal amount of $
In January 2026, the Company issued a convertible note in the principal amount of $
Recent Sales of Common Stock
In January 2026, the Company issued a total of
Lease Amendment
On January 28, 2026, the Company entered into an amendment to the lease for its facilities at 3080 12th Street, Riverside, California. The amendment extends the expiration date of the lease from December 31, 2026 to December 31, 2033.
| F-42 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
Condensed Financial Information of Parent
Condensed Balance Sheets
As of December 31, 2025 and 2024
|
| December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Assets |
|
|
|
|
|
| ||
Current assets: |
|
|
|
|
|
| ||
Cash and cash equivalents |
| $ |
|
| $ |
| ||
Other current assets |
|
|
|
|
|
| ||
Inventories, net |
|
|
|
|
|
| ||
Short-term investments |
|
|
|
|
|
| ||
Total current assets |
|
|
|
|
|
| ||
Due from affiliates |
|
|
|
|
|
| ||
Other assets |
|
|
|
|
|
| ||
Total assets |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Liabilities and stockholders' deficit |
|
|
|
|
|
|
|
|
Current liabilities: |
| $ |
|
| $ |
| ||
Long-term debt, current |
|
|
|
|
|
| ||
Total current liabilities |
|
|
|
|
|
| ||
Long-term debt, noncurrent |
|
|
|
|
|
| ||
Losses in excess of invested capital in unconsolidated subsidiaries |
|
|
|
|
|
| ||
Other liabilities |
|
|
|
|
|
| ||
Total liabilities |
|
|
|
|
|
| ||
Stockholders’ deficit: |
|
|
|
|
|
|
|
|
Preferred stock |
|
|
|
|
|
| ||
Common stock |
|
|
|
|
|
| ||
Additional paid-in capital |
|
|
|
|
|
| ||
Treasury stock |
|
| ( | ) |
|
| ( | ) |
Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
Accumulated other comprehensive loss |
|
| ( | ) |
|
| ( | ) |
Total stockholders’ deficit |
|
| ( | ) |
|
| ( | ) |
Total liabilities and stockholders’ deficit |
| $ |
|
| $ |
| ||
| F-43 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
Condensed Financial Information of Parent
Condensed Statement of Operations
For the Years Ended December 31, 2025 and 2024
|
| Years Ended December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Management fee income |
| $ |
|
| $ |
| ||
Total Revenues |
|
|
|
|
|
| ||
Cost of revenues (includes stock-based compensation expense of $78,411and $1,264,690 for the years ended December 31, 2025 and 2024, respectively) |
|
|
|
|
|
| ||
Gross profit |
|
|
|
|
|
| ||
Expenses: |
|
|
|
|
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General and administrative (includes stock-based compensation expense of $442,310 and $17,271,494 for the years ended December 31, 2025 and 2024, respectively) |
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Interest income |
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Interest expense |
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Other income (expense), net |
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Total expenses |
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Income (loss) before equity in losses of affiliates |
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Equity in losses of affiliates |
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Income (loss) before income taxes |
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Income tax provision (benefit) |
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Net income (loss) |
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| $ | ( | ) |
| F-44 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
Condensed Financial Information of Parent
Condensed Statement of Cash Flows
For the Years Ended December 31, 2025 and 2024
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Net cash provided by (used in) operating activities |
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Net cash provided by (used in) investing activities |
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Net cash provided by (used in) financing activities |
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Net increase (decrease) in cash, cash equivalents, and restricted cash |
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Cash, cash equivalents, and restricted cash, beginning of year |
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Cash, cash equivalents, and restricted cash, end of year |
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Supplemental disclosures of cash flow information: |
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Issuance of common stock in exchange of note payable |
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Interest paid in cash |
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Income taxes paid in cash |
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| F-45 |
| Table of Contents |
SolarMax Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
Condensed Financial Information of Parent
Notes to Condensed Financial Statements
For the Years Ended December 31, 2025 and 2024
1. Basis of Presentation
The accompanying condensed financial statements of SolarMax Technology, Inc. ("Parent”) should be read in conjunction with the consolidated financial statements and notes thereto of SolarMax Technology, Inc. and Subsidiaries (the "Company”). Parent’s significant accounting policies are consistent with those of the Company.
2. Related Party Transactions
Management Fee Income
At a board of directors meeting in July 2016, the board discussed charging management fees from Parent to each United States subsidiary. Subsequently, executive directors implemented a management fee based on 10% of the subsidiary’s revenue to compensate for Parent’s management of each United States subsidiary.
Headquarter Rent Expense Allocation
For both the years ended December 31, 2025 and 2024, the total rent expense of the headquarters was $
Intercompany receivables and payables
Currently, Parent does not have any plans to settle the receivables from and payables to its various subsidiaries. Accordingly, Parent reports the balances in the receivables from and payables to subsidiaries in its investments in subsidiaries.
| F-46 |
EXHIBIT 10.24
TRADE CONTRACT DATE: __________ TRADE: Solar Energy Systems
THIS AGREEMENT (hereinafter “Agreement”) is made and entered into at the above referenced date by and between JC International Group, Inc. and Solarmax Renewable Energy Provider Inc.
| I. | DEFINITIONS: Unless the context requires otherwise, whenever used in this Agreement, the following meanings apply: |
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| a. | “Owner” means: JC International Group, Inc. |
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| b. | “Contractor” means: JC International Group, Inc. |
who will be the Prime Contractor for the Project. If the Contractor is also the Owner, all reference to Contractor shall apply to the Contractor in its capacity as both the Contractor and Owner.
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| c. | “Trade Contractor” means: Solarmax Renewable Energy Provider Inc. |
3080 12th St
Riverside, CA 92503
CSLB License # 972048
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| d. | “Home Buyer” means the individual or entity that purchases the home. |
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| e. | “Job Site” means the parcels of land located at: Rockview Heights – Perris, CA., in the city of Perris, County of Riverside, State of California. Work involved is the construction of a residential tract to be done per plans and specifications by Kevin L. Crook Architect Inc, State of California and all governing bodies. |
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| f. | “Project” means all improvements to be constructed on the job site by Contractor, Trade Contractor and other jobsite improvements. |
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| g. | “Contract Amount” means the total amount of compensation to be paid by the Owner to the Trade Contractor for the work as set forth in the Payment Schedule, Exhibit “B” herein. Payment of the Contract Amount shall be in conformance with the invoicing procedures under Article VI. |
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| h. | “Work” means all things, including labor, materials and equipment, to be furnished by Trade Contractor to fully perform his contractual obligations under this Agreement, more particularly described in the Scope of Work, Exhibit “A”, herein and elsewhere in this Agreement. |
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| i. | “Homebuyer Requirements” means Contractor’s obligations for ensuring that all Home Buyers enter into agreements with Trade Contractor for solar energy systems to be constructed by Trade Contractor hereunder, in conformance with the requirements under Article VI. |
| II. | WORK: |
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| a. | Samples, shop drawings, permits, sales and other taxes, installations, tools, scaffolding, machinery, hoisting, supplies, prompt and efficient performance of the following work for the Project. In addition, this Trade Contractor will obtain and pay for all accordance with all applicable laws, ordinances, statutes, rules, regulations and city and county Codes and to the complete satisfaction and acceptance of the Contractor and all governing agencies. It is the Trade Contractor’s responsibility to be familiar with all requirements and any costs associated with implementing these requirements are included in the Contract Amount. |
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| b. | Trade Contractor shall submit evidence of City or County Business Licenses, if required by local jurisdiction and California OSHA permit. |
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| c. | “Trade Contractor” IS REQUIRED BY LAW TO BE LICENSED AND REGULATED BY THE CONTRACTORS’ STATE LICENSE BOARD. ANY QUESTIONS CONCERNING A CONTRACTOR MAY BE REFERRED TO THE REGISTRAR, CONTRACTORS’ STATE LICENSE BOARD, P.O. BOX 2600, SACRAMENTO, CA, 95826” |
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| d. | Trade Contractor hereby acknowledges that he has examined all of the applicable plans and specifications and has found them to be satisfactory, that he has visited the job site and is familiar with all existing conditions thereof relative to his work, and that he has included said plans, specifications and conditions in the prices stated in Exhibit “B” attached hereto and made a part hereof. Trade Contractor acknowledges that Contractor is relying on Trade Contractor’s special expert knowledge of the ordinances, codes, rules and regulations that apply to Trade Contractor’s trade. |
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| e. | UTILITIES. Before commencing work, Trade Contractor will satisfy itself as to the location of all utilities that may affect or interfere with Trade Contractor’s work. Trade Contractor will fully protect all utilities and keep them operating at all times. |
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| f. | The Trade Contractor warrants that it and its representatives are thoroughly familiar with all applicable building codes and ordinances and that the prices stated in the attached Exhibit “B” reflect the satisfaction of these requirements, including current union labor agreements. Trade Contractor represents and warrants that Trade Contractor is and will remain properly licensed, and that its Trade Contractors (if any) are and will remain properly licensed, to perform all work required under this Agreement. |
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| g. | AUTHORIZED EXTRA WORK PROCEDURES: |
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| i. | In the event Trade Contractor is requested or required to perform services and/or provide material over and above provisions made in this Agreement and expects to be compensated for same, Trade Contractor must first obtain written approval from the Contractor’s Purchasing Department. A PURCHASE ORDER OR CHANGE ORDER NUMBER MUST BE ISSUED PRIOR TO COMMENCEMENT OF EXTRA WORK, OR NO PAYMENT WILL BE MADE TO THE TRADE CONTRACTOR. THIS POLICY WILL BE STRICTLY ENFORCED. |
| h. | WARRANTY. The work of Trade Contractor shall be backed by a warranty of at least one year from date of close of start-up or of completion whichever occurs first. During the one-year warranty, a period of 2 business days after notification by Contractor will be allowed for response and corrective action. | |
| i. | EMERGENCIES, including, without limitation, the following, as applicable to this Trade Contractor, will be corrected immediately: |
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| i. | Total stoppage of complete plumbing system within the unit. |
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| ii. | A water leak which requires the main water service to be shut off to avoid serious damage to the building and/or furnishings. |
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| iii. | Complete loss of heat (when evening temperatures will approach 60 degrees or lower). |
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| iv. | Total loss of electrical service. |
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| v. | Water penetration into the unit threatening severe interior damage. |
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| j. | COOPERATION. Trade Contractor will cooperate fully with other trades. Trade Contractor will maintain a production rate as determined by the Project Superintendent and the Progress of other trades. |
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| k. | AVAILABILITY. Trade Contractor, by acceptance of this Agreement, is guaranteeing availability at the site of all material, labor and equipment to complete the contract work according to the construction schedule of the Contractor. |
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| l. | INSTALLATION. Installation shall be in accordance with drawings, specifications and all applicable requirements of all legally constituted authorities having jurisdiction. In case of conflict, the more restrictive requirements shall govern. |
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| m. | INSPECTIONS. Trade Contractor shall coordinate all requests for inspections with the Project Superintendent. |
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| n. | ADDITIONAL TESTING OR INSPECTIONS. If additional testing or inspections are required on Trade Contractor’s installation due to Trade Contractor’s negligence, Trade Contractor agrees to pay Contractor any additional costs incurred for said testing and inspections. |
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| o. | SUPERVISION. During the progress of the Work, Trade Contractor shall maintain adequate and competent supervision as required to maintain the production schedule and quality workmanship required by the Contractor. Said supervision shall be English-speaking and knowledgeable and competent in the skills applicable to his trade to the reasonable satisfaction of the Contractor’s Representative through completion of the Work. |
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| p. | PERSONNEL. Trade Contractor shall enforce strict discipline and good order among his employees and shall not employ any person unskilled in the task assigned him. Trade Contractor, at the Contractor’s reasonable request, shall remove from the job site any employee considered to be incompetent, careless, and insubordinate or in any way objectionable to the Contractor. |
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| q. | PROTECTION OF THE WORK. Trade Contractor will obtain property insurance covering Trade Contractor’s interest in the work. If Trade Contractor’s work is damaged or destroyed before it is finally completed and accepted by Contractor, Trade Contractor will look to its own insurance carrier for compensation, and Trade Contractor will promptly commence and diligently proceed to re-accomplish the work at no cost or expense to Contractor and without regard to the amount of compensation received from Trade Contractor’s insurance carrier, if any. |
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| r. | NON-INTERRUPTION OF THE WORK. Trade Contractor will not interrupt or delay its work because of any dispute with Contractor, but will continue to perform its work diligently to completion and will later negotiate in good faith for settlement of the dispute. |
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| s. | ALCOHOL/DRUGS. No alcoholic beverages or drugs are to be consumed by Trade Contractor’s employees while on the job site. Trade Contractor agrees to impose regulations to this effect and to inform the employees that such regulations will be strictly enforced. Contractor may terminate this Agreement without notice Trade Contractor’s employees are under the influence of alcoholic beverages or drugs while on the job, or if they consume alcoholic beverages or drugs while on the job. |
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| t. | PROTECTION OF MATERIAL. All Trade Contractors shall be responsible for the distribution and protection of its material anywhere on the job site from climatic and physical damage. In the event of theft or vandalism on the job site, any loss of work materials which Trade Contractor may have in use or in storage is his sole responsibility until such material is in place and accepted by the Contractor. |
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| u. | DISCREPANCIES. Any discrepancies from the plans and specifications shall be immediately brought to the attention of the Contractor and the Project Superintendent. |
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| v. | UNION/NON-UNION. It shall be specifically understood that the Trade Contractor may be performing work covered herein on a non-union basis and will abide by all conditions and restrictions required by Contractor to conduct and enforce the successful legal operation of construction on this Project involving simultaneous work operations by both union and non- union Trade Contractors. |
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| w. | DELIVERIES. Contractor shall make job site deliveries when and as directed by the Project Superintendent. Short shipments or back orders will not be accepted, unless otherwise authorized by the Contractor. |
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| x. | CLEANLINESS. Trade Contractor agrees his work shall be left in a clean and acceptable manner. It shall be the Trade Contractor’s responsibility to clean and remove all debris relating to his work sequence through the project, Contractor reserves the right to have this work performed by others and back charge Trade Contractor accordingly. |
| III. | PERFORMANCE |
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| a. | Trade Contractor will promptly pay Contractor for any damages or loss that Contractor may sustain as a result of Trade Contractor’s deficient performance or failure of performance. Without limiting the foregoing, if Trade Contractor fails to meet the construction schedule or in any way does not live up to Trade Contractor’s obligations, Trade Contractor will be given a 24-hour period to commence corrective action. If Trade Contractor fails to commence corrective action within such 24-hour period and thereafter diligently prosecute such corrective action to completion, the Contractor may replace Trade Contractor for completion of the job, and Trade Contractor shall be held liable for all resulting costs incurred. |
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| b. | DEFAULT. In the event of Trade Contractor’s default, Trade Contractor will promptly remove its personnel from job site, leaving all material on the job site to be used by Contractor to complete Trade Contractor’s work. Trade Contractor will promptly pay to Contractor all damages suffered and costs incurred as a result of Trade Contractor’s default, including but not limited to, attorney’s fees, overhead expenses, executive expenses, and administrative expenses and any other resulting costs incurred. |
| IV. | WORKMANSHIP |
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| a. | Acceptance or rejection of all or any part of the work in progress or completed shall be by the Contractor as sole and only judge of quality and acceptability. |
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| b. | Trade Contractor shall remove from job site all portions of the work which are defective or nonconforming. If the Trade Contractor fails to correct defective or nonconforming work in accordance with the contract requirements and fails within a business day after receipt of written notice from Contractor to commence and continue correction of such defects with diligence and promptness, the Contractor, without prejudice to any other remedy he may have, may make good such deficiencies. In such cases an appropriate back-charge shall be issued deducting from the payments, then or thereafter due the Trade Contractor, the cost of correcting such deficiencies. If the payments then or thereafter due the Contractor are insufficient to cover such amount, the Trade Contractor shall pay the difference to the Contractor. |
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| c. | If the Contractor prefers to accept defective or nonconforming work, he may do so, instead of requiring its removal and correction, in which case a Change Order will be issued to reflect a reduction of Contract Amount where appropriate and equitable. Such adjustments in the Contract Amount shall be implemented whether or not final payment has been made. |
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| d. | Should one or more other contracts, now or hereafter, exist between the parties hereto or with any affiliated corporation, company or partnership of the Contractor concerning this or any other project, then a breach by the Trade Contractor of any such contract may, at the option of the Contractor or such affiliate, be considered a breach of all such contracts, and in the event, the Contractor or any such affiliate may terminate any or all of such contracts, or may withhold monies due or to become due on any such contracts and apply the same toward payment of any damages suffered on that or any other contracts. |
| V. | INSURANCE, IDEMNITY, BONDING |
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| Trade Contractor shall secure and maintain, at Trade Contractor’s sole expense, the following insurance coverage in the form and with companies acceptable to Contractor: |
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| a. | LIABILITY INSURANCE. Trade Contractor agrees to obtain and maintain during the life of this Agreement the following minimum insurance requirements. The Trade Contractor shall pay the premiums for such insurance. |
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| COMMERCIAL GENERAL LIABILITY: $2,000,000 General Aggregate $2,000,000 Products/Completed Operations Aggregate $1,000,000 Each Occurrence $1,000,000 Personal & Advertising Injury |
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| 1. | The Aggregate Limit shall apply separately to this project. Occurrence-based form of policy is required. Claims – made form is unacceptable. |
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| 2. | Trade Contractor agrees to name JC International Group, Inc. as additional insured on all General Liability Insurance Policies. The Additional Insured endorsement must be attached to the Certificate of Insurance. |
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| 3. | The Certificate shall provide that the insurance may not be canceled or modified without thirty (30) days prior written notice by the insurance carrier to Contractor. |
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| BUSINESS AUTO LIABILITY: The policy shall include Hired Auto Liability and Non-Owned Auto Liability coverage for the amount listed below: $1,000,000 Combined Single Limit for bodily injury and property damage. | |
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| b. | WORKER’S COMPENSATION. Worker’s Compensation Insurance shall be provided as required by any applicable law or regulation. Employers Liability Insurance shall be provided in amounts not less than: |
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| $1,000,000 Each Accident for Bodily Injury by Accident $1,000,000 Policy Limit for Bodily Injury by Disease $1,000,000 Each Employee for Bodily Injury by Disease |
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| c. | OTHER COVERAGE: |
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| 1. | If Trade Contractor’s work requires special insurance or bonds to comply with any utility, railroad or governmental body or if awarding authority requires limits of insurance greater than set forth in this document, Trade Contractor agrees to obtain such additional coverage at his expense. |
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| 2. | The Trade Contractor agrees to furnish to the Contractor signed originals of the insurance coverage set forth above, together with a commitment by the insurance company or companies to notify Contractor thirty (30) days prior to the expiration, cancellation or any material change of any of the insurance policies required hereunder. |
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| 3. | The Trade Contractor agrees to include the substance of this addendum, including this paragraph, in all subcontracts. |
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| 4. | JC International Group, Inc. shall be named as an additional insured. |
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| 5. | The certificate affording evidence of the above insurance requirements must be delivered to Contractor before Trade Contractor performs any work at or prepares or delivers materials to the site of construction. |
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| 6. | The foregoing requirements for insurance shall not waive or limit any manner the provisions for indemnifications of Contractor and Owner by Trade Contractor under the “Indemnity” paragraph of this Agreement. |
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| d. | INDEMNITY. All work covered by the Trade Contractor done at the site of construction or in preparing or delivering materials or equipment, or any or all of them, to or from the site shall be at the risk of Trade Contractor exclusively. To the fullest extent permitted by law, Trade Contractor shall, with respect to all work which is covered by or incidental to the Trade Contractor, indemnify and, hold harmless and defend Contractor from and against any and all allegations, losses, claims, actions, demands, damages, liabilities, or expenses (including costs, expenses and reasonable attorneys’ fees), arising from or relating to the death or bodily injury to persons, injury to property, design defects (if design originated by Trade Contractor), or other loss, damage or expense to the extent it is definitely determined or adjudicated to be due to the negligence or willful misconduct of Trade Contractor as outlined herein below. Trade Contractor’s duty to indemnify shall include all damages definitely determined or adjudicated to be caused or alleged to be caused in whole or in part by any negligent act or omission, whether active or passive, of: (a)Trade Contractor; (b) anyone directly or indirectly employed by Trade Contractor; (c) anyone for whose acts Trade Contractor may be liable; or (d) Contractor. Trade Contractor shall not be obligated to indemnify Contractor with respect to the negligence or willful misconduct of Contractor, its agents, servants or subcontractors who are directly responsible to Contractor, excluding Trade Contractor. Should the Contractor and Trade Contractor share fault, each shall be responsible for their proportionate share. |
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| e. | INDEMNIFICATION FOR NONCOMPLIANCE WITH LAWS. Trade Contractor shall fully indemnify and hold Contractor harmless from all loss, costs and expenses attributable to any acts or omissions by Trade Contractor which constitute a failure to comply with any laws, rules, ordinances and/or regulations of any governmental entity or agency. |
| VI. | PAYMENT POLICY AND HOMEBUYER REQUIREMENTS |
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| a. | INVOICING AND PAYMENTS: The following provisions govern invoicing and payment of the Contract Amount under this Agreement: |
i. All prices shall remain firm through completion of entire project unless otherwise agreed upon and stated in Exhibit “B” herein of this Agreement. Trade Subcontractor shall invoice Contractor regularly in conformance with the amounts stated in Exhibit “B,” and Contractor shall pay, without offset or retention (unless expressly permitted under the terms of this Agreement) all such properly-submitted invoices within thirty (30) days of receipt (provided that the invoice complies with the provisions under this Paragraph a.). Trade Contractor may submit invoices for partial completion of work, provided that any given invoice shall reflect the amount of work actual completed and/or the quantity of materials actually supplied. All invoices shall be submitted in duplication and must reference the contract number and project name. Work completed under a Change Order or Purchase Order shall be invoiced separately. Invoices which do not satisfy these conditions will be returned unpaid for correction. All invoices must be accompanied with complete labor and material releases properly executed by all of Trade Contractor’s laborers, sub-subontractors, suppliers and others who might claim mechanic’s lien rights on Trade Contractor’s portion of the Project. Such releases shall be in form satisfactory to Contractor and Contractor’s construction lender. Contractor reserves the exclusive option of issuing a joint check to the Trade Contractor and its materials suppliers.
ii. In the event any type of lien or judgment is levied or executed against Trade Contractor by any person or entity whatsoever during the course of, and in connection with, performance of this Contract, such event shall be deemed to be a material breach of the Contract, and Contractor shall have the right, at his option, to immediately terminate this Agreement and execute any of its rights or remedies available.
iii. It is further mutually agreed between the parties hereto that no payment made hereunder, including final payment, shall be construed as acceptance of any defective work. Any waiver of any of the provisions of this Agreement by the Contractor shall be in writing without prejudice to any other rights of the Contractor hereunder. Any such waiver shall not be deemed to be continuing or in any way affecting the other terms, provisions or covenants of this Contract.
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| b. | HOMEBUYER REQUIREMENTS: In addition to payment of the Contract Amount, Contractor shall be responsible for such actions and requirements set for below to ensure that each Home Buyer enters into an agreement with Trade Contractor for the solar energy system corresponding with the home which he/she/they are purchasing (each being a “Solar System”). Contractor shall offer each such Home Buyer the option to either: (i) lease the Solar System directly from Trade Contractor (or an affiliate entity owned and/or controlled by Trade Contractor; each being an “Affiliate”) (hereafter, a “Lease”); (ii) enter into a power purchase agreement directly with Trade Contractor or its Affiliate in connection with the Solar System (hereafter, a “PPA”); or (iii) purchase the Solar System from Trade Contractor (which may be accomplished either by cash payment or financing, at Home Buyer’s election, subject to each such Home Buyer’s financial condition, ability to pay and/or ability to obtain third-party financing; a “Purchase”). No Home Buyer shall be permitted to purchase a home unless he/she/they selects one of the foregoing three options and executes any and all necessary documents, agreements, and/or other instruments required to legally bind such Home Owner to his/her/their selection. The following provisions govern these Homebuyer Requirements: |
i. Owner shall include in its contract documents with each Home Buyer written terms which requires the Home Buyer to either Lease, enter into a PPA, or Purchase the Solar System corresponding to the home he/she/they are purchasing. Owner covenants and agrees that no home shall be sold, marketed or offered for sale without including such terms appearing in all contract documents with prospective and current Home Buyers, nor shall any home be sold unless Home Buyer executes the same prior to closing. Contractor shall cause Owner to provide such proposed terms to Trade Subcontractor promptly upon execution of this Agreement and agrees to coordinate with Trade Contractor any revisions and/or additional provisions, forms, documents, instruments or other materials to such terms which Trade Contractor reasonably determines to be necessary in order to effectuate the intent under this Paragraph b. and to ensure that Owner’s marketing and purchase-sale documents comply with the obligations and other requirements herein. Owner’s obligations to adhere to said requirements and all other requirements under this Paragraph b. (including but not limited to those under sub-paragraphs ii. through vi., below) shall be memorialized by Owner’s counter-signing this Agreement at the signature block, below. Trade Contractor shall have the right to enforce all provisions under this Paragraph b. against Owner in the event Owner fails or refuses to comply with said provisions.
ii. Solar System Lease: In the event a Home Buyer selects the Lease option, Owner shall, prior to closing for the home in question, enter into a solar system lease agreement with Trade Contractor having such terms which are consistent with Trade Contractor’s usual and customary requirements for solar energy systems of like size and kind. Said lease agreement shall include an assignment provision providing that, upon closing (or other sale of the home in question), Contractor’s interest under the lease is automatically transferred and assigned to the Home Buyer (or such other party purchasing the home). Owner shall thereafter be responsible to ensure that, upon such closing (or other sale), the Home Buyer (or other purchasing party) executes such documents, agreements and/or other instruments so as to assume the lease agreement and be bound to Trade Contractor for all provisions and requirements thereunder. [WE CAN ATTACH A FORM LEASE TO THIS AGREEMENT OR SPECIFY THE OTHER TERMS, IF NEEDED]
iii. Solar System PPA: In the event a Home Buyer selects the PPA option, Owner shall, prior to closing for the home in question, enter into a power purchase agreement with Trade Contractor having such terms which are consistent with Trade Contractor’s usual and customary requirements for solar energy systems of like size and kind. Said power purchase agreement shall include an assignment provision providing that, upon closing (or other sale of the home in question), Contractor’s interest under the agreement is automatically transferred and assigned to the Home Buyer (or such other party purchasing the home). Owner shall thereafter be responsible to ensure that, upon such closing (or other sale), the Home Buyer (or other purchasing party) executes such documents, agreements and/or other instruments so as to assume the power purchase agreement and be bound to Trade Contractor for all provisions and requirements thereunder. [WE CAN ATTACH A FORM PPA TO THIS AGREEMENT OR SPECIFY THE OTHER TERMS, IF NEEDED]
iv. Solar System Purchase: In the event a Home Buyer selects the Purchase option, Owner shall, prior to closing for the home in question, enter into a home improvement contract with Trade Contractor having such terms which are consistent with Trade Contractor’s usual and customary requirements for solar energy systems of like size and kind (including a provision requiring a $1,000 deposit, which Owner shall pay to Trade Contractor at signing), and shall enter into such other agreement(s) providing for assignment and transfer of the home improvement contract according to two options:
1. Upon closing (or other sale of the home in question), Contractor’s interest under the contract is automatically transferred and assigned to the Home Buyer (or such other party purchasing the home), in which case Owner shall be responsible for ensuring that the full purchase price of the Solar System (less the $1,000 deposit) is paid to Trade Contractor at closing; or
2. Upon closing (or other sale of the home in question), Contractor’s interest under the contract is automatically transferred and assigned to the Home Buyer (or such other party purchasing the home), in which case the Home Buyer (or other person) must obtain third party financing to cover the entire cost stated in the home improvement contract (less the $1,000 deposit), in which case said sum shall be paid to Trade Contractor through third party financing and Owner shall reimburse Trade Contractor for the cost of all labor and materials in connection with the Solar System if Trade Contractor is not so paid.
Regardless of either option, Owner shall be responsible for ensuring that, upon such closing (or other sale), the Home Buyer (or other purchasing party) executes such documents, agreements and/or other instruments so as to effectuate the foregoing requirements. [WE CAN ATTACH THE HIC TO THIS AGREEMENT OR SPECIFY THE OTHER TERMS, IF NEEDED]
v. Further Assurances: Trade Contractor, Contractor and Owner each covenant and agree to the other that they shall, at their sole cost and expense, execute, acknowledge and deliver such documents, agreements, and/or other instruments, and shall undertake and complete all such actions, which are reasonably required in order to effectuate the provisions under this Paragraph b., implement the intent expressed herein, and effectuate any and all transactions contemplated herein.
vi. In the event Owner fails or refuses to cause any given lease agreement, power purchase agreement, or home improvement contract to be assigned to the respective Home Buyer (or other party purchasing the home), or if any such assignment is ineffective for any reason other than Trade Contractor’s negligence or willful misconduct, then Owner shall remain bound to Trade Contractor thereunder and shall perform all obligations incidental thereto (including but not limited to regular payment of amounts due to Trade Contractor thereunder).
vii. Model Homes: For avoidance of confusion or doubt, the provisions under Paragraph b., above, apply to Model Homes (as identified in Exhibit “A” to this Agreement, below); provided, however, that said provisions shall not take effect until such time as Owner offers a Model Home for sale to Home Buyers (it being understood that Owner is purchasing the Solar System installed on each Model Home and Owner will thereafter market Model Homes to Home Buyers separately from other homes in the Project).
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| c. | OWNER’S HOME: The provisions under this Article VI do not apply to the Solar System developed for Owner’s Home (as identified in Exhibit “A”), it being understood that Trade Contractor is providing that Solar System free of charge. |
| VII. | STORAGE/CLEANLINESS: |
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| a. | If an area is required by the Trade Contractor for the prefabrication and/or storage of materials, Contractor will provide a location, if one is available. Trade Contractor shall provide his own security measures. Trade Contractor shall be responsible for cleaning the area on a regular basis. After the job is complete, Trade Contractor shall thoroughly clean storage area, with all containers and debris removed from the job site. |
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| b. | If garage is used by Trade Contractor for storage, a key or combination to lock shall be supplied to the Project Superintendent. Any materials stored are to be kept clear of posted building permit. Storage garage shall be kept clean and after use is complete, garage shall be thoroughly cleaned, with all containers and debris removed from job site. |
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| c. | Trade Contractor is responsible for source separating debris caused by Trade Contractor’s work and placing debris in recycling receptacles to be provided by owner. Sources include wood waste, cardboard, metal scraps and inerts. |
| VIII. | SAFETY: |
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| a. | Materials and equipment used by Trade Contractor, work methods and procedures of Trade Contractor, and areas in which Trade Contractor is performing shall conform to and shall at all times be maintained so as to conform to the standards and regulations promulgated by the United States Department of Labor under the Occupational Safety and Health Act of 1970 (29 U.S.C. Section 651, et seq “OSHA”), or any analogous or State standards. Upon notification, Trade Contractor shall immediately correct any defective material, equipment or condition at Trade Contractor’s expense. Contractor shall have the right to deduct the amount of any fine incurred by OSHA or comparable statutes, caused by the act of errors or omissions of Trade Contractor, from the compensation herein and, if in excess thereof, such excess shall be a debt immediately due and payable by Trade Contractor to Contractor. |
| IX. | “PROPOSITION 65”. Public Disclosure Notice: Detectable amounts of chemicals known to the State of California to cause cancer, birth defects or other reproductive harm may be in the buildings constructed. All materials used to prepare the land and to construct the buildings and other improvements thereon are manufactured, supplied and installed by third parties. All such materials are commercially available and conform to all applicable building codes. This public disclosure notice is mad pursuant to the requirements of Section 25249.6 of the Safe Drinking Water and Toxic Enforcement Act of 1986 (Proposition 65). For complete list of the chemicals required to be disclosed under Proposition 65, contact the California Health and Welfare Agency, Sacramento, California. For further information, call: (916)445-6900. NOTICE: There is a substantial fine levied by the State for infractions of Proposition 65. |
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| X. | GENERAL: |
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| a. | The said parties for themselves, their successors and assigns do hereby agree to the full performance of the covenants herein contained. |
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| b. | This Agreement cannot be changed or terminated verbally. |
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| c. | There shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry, for employment in the execution of this Contract Work. |
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| d. | TIME OF THE ESSENCE. Time is of the essence of this Agreement and each and every provision hereof. |
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| e. | NO ASSIGNMENT. Trade Contractor shall not assign the work under this Agreement or subcontract any portion of it, without the prior written consent of the Contractor. Trade Contractor will not make any assignment of payments to be earned by Trade Contractor under this Agreement. |
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| f. | PROPOSAL IRREVOCABLE; SIGNATURE OF CONTRACTOR. This document, when signed by Trade Contractor, becomes a proposal which is irrevocable for thirty (30) days after delivery to Contractor. No contractual obligations are imposed on Contractor by this document until Trade Contractor has been supplied with a copy of this Agreement signed by Contractor. |
| XI. | TERMS OF AGREEMENT: |
In the event that the Trade Contractor’s work has not commenced under this Agreement by TBD for a reason other than Trade Contractor’s default hereunder, then this Agreement shall be terminated and the parties shall have no further obligations hereunder, provided, however, that Contractor, in its sole discretion, shall have the right to extend this the term of this Agreement for an additional six (6) months beyond the foregoing, this provision for termination shall not release Trade Contractor from liability for failure to commence work under this Agreement in a timely manner upon written demand by the Contractor during the term of the Agreement.
[INSERT SIGNATURE BLOCK HERE, WHICH SHOULD INCLUDE CONTRACTOR AND TRADE CONTRACTOR, ALONG WITH PLACE FOR OWNER TO SIGN SEPARATELY HAVING THE FOLLOWING VERBIAGE: “Owner acknowledges all provisions for Homebuyer Requirements and its obligations under Article VI, Paragraph b., above, and Owner covenants and agrees that it shall adhere to said requirements and obligations in full.”]
EXHIBIT “A” - SCOPE OF WORK
| DATE: __________ | SOLARMAX RENEWABLE ENERGY PROVIDER INC |
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| 3080 12th St |
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| Riverside, CA 92503 |
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| 951-300-0788 |
Trade Contractor shall furnish all labor, material, equipment, etc., necessary to complete solar energy systems on 146 houses. All work includes, but is not limited to the following:
| 1. Standard Option - (141) Units (12) – SunSpark SST7F54M(H)-415W/unit (1) Tesla 7.6kW Inverter/unit System Size: 4.98 kW/unit System Price: $5.00/Watt (25% margin to the builder - $1.25/watt) Total (141) Units System Size: 702.180 kW Total (141) Units System Price: $3,510,900.00 Payment schedule: - $1,000.00 down by each home buyer - 50% Delivery of Materials - 30% Completion of Installation - 20% City Sign Off
2. Model Homes – (3) Units (Plans 1, 2 & 3) (12) – SunSpark SST7F54M(H)-415W/unit (1) Tesla 7.6kW Inverter/unit Total (3) Units System Size: 14.94kW Combined cost (Plans 1, 2 & 3): $74,700.00 Payment schedule: - $1,000.00 x 3 down by the owner - Remaining balance will be paid by home buyer | 3. Model Home – (1) Unit (Plan 4) (12) – SunSpark SST7F54M(H)-415W (1) Tesla 7.6kw Inverter (1) Terahive 15kwh Battery Total cost (Plan 4): $39,900.00 (Battery $15,000 + solar $24,900.00) Payment schedule: - $1,000.00 down by the owner - Remaining balance will be paid by home buyer
4. Owner’s Home – (1) Unit (No Cost) Rui Rong 2040 Ahuacate rd. La Habra Heights, CA. 90631 (25) SunSpark SST-335M3B-60 – 335W (1) QCELL Q.SAVE D15.0SX – 15kW Battery system size: 8.375 kW Evaluated cost (Owner’s Home): $37,970.00 Payment schedule: N/A - If owner cancels project, after installation, evaluated cost will be due from owner for work completed. |
Total project size: 730.4kw; Total project cost: $3,625,500.00
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| Contracts include: | |
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| · | 25-year limited power output warranty on solar panels |
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| · | 10-year limited product warranty on solar panels |
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| · | 10-year limited warranty on string inverter |
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| · | 25-year limited warranty on optimizers |
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| · | 20-year limited warranty on racking system |
EXHIBIT “B” - PAYMENT SCHEDULE
| DATE: __________ | SOLARMAX RENEWABLE ENERGY PROVIDER INC |
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| 3080 12th St |
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| Riverside, CA 92503 |
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| 951-300-0788 |
OWNER: JC International Group, Inc.
TRADE CONTRACTOR: SolarMax Renewable Energy Provider Inc.
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| A. | Amount: |
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| 1. | The Owner shall pay the Trade Contractor the Contract Sum in current funds for the Trade Contractor's performance of Contract. The Contract Sum shall be twenty-four thousand, nine hundred dollars ($24,900.00) subject to additions and deletions as provided in the Contract Documents. |
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| i. | Price per lot: $24,900.00 |
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| 2. | All taxes are included in the contract amount. |
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| 3. | Price to remain firm through completion, except as altered by written authorization by Owner as stated in Article II, Paragraph G of Agreement with Contractor. |
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| B. | Payments: |
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| 1. | Based upon invoices submitted to the Owner by the Trade Contractor, the Contractor shall make progress payments on account of the Contract Sum to the Trade Contractor as provided below and elsewhere in the Contract Documents. |
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| 2. | The Trade Contractor shall promptly pay each Sub-Trade Contractor and each supplier, upon receipt of payment from the Contractor, out of the amount paid to the Trade Contractor on account of such Sub-Trade Contractor’s or supplier’s portion of the Work, the amount to which said Sub-Trade Contractor or supplier is entitled, reflecting percentages actually retained from payments to the Trade Contractor on account of such sub-Trade Contractor's or supplier’s portion of the Work. |
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| C. | Final Payment: |
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| 1. | Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Trade Contractor when: |
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| 2. | The Trade Contractor has fully performed the Agreement except for Trade Contractor's responsibility to correct work if needed. |
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| 3. | The Owner’s final payment to the Trade Contractor shall be made no later than 30 days after the acceptance by all governing agencies and Contractor. |
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| 4. | Final payment shall not become due until the Trade Contractor has delivered to the Contractor a complete release of all liens arising out of this Agreement or receipts in full covering all labor, materials and equipment for which a lien could be filed, or a bond satisfactory to the Contractor to indemnify the Contractor against such lien. If such lien remains unsatisfied after payments are made, the Trade Contractor shall refund to the Contractor all money that the Contractor may be compelled to pay in discharging such lien, including costs and reasonable attorneys' fees. |
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| 5. | The making of final payment shall constitute a waiver of claims by the Contractor except those arising from liens, claims, security interests or encumbrances arising out of the Agreement and unsettled; failure of the Work to comply with the requirements of the Contract Documents; or terms of special warranties required by the Contract Documents. |
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| 6. | Acceptance of final payment by Trade Contractor, its sub-subontractor or material supplier shall constitute waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final invoice. |
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, David Hsu, certify that:
| 1. | I have reviewed this annual report on Form 10-K of SolarMax Technology, Inc.; |
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| 2. | Based on my knowledge, this annual 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 annual report; |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this annual 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 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 controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| 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 annual report is being prepared; | |
| 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; | |
| 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; | |
| 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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function): |
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| a) | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; 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 controls over financial reporting. |
| Dated: April 6, 2026 | By: | /s/ David Hsu |
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| David Hsu |
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| Chief Executive Officer |
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| (Principal Executive Officer) |
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EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Stephen Brown, certify that:
| 1. | I have reviewed this annual report on Form 10-K of SolarMax Technology, Inc.; |
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| 2. | Based on my knowledge, this annual 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 annual report; |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report; |
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| 4. | The registrant’s other certifying officer 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 controls 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 annual 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; |
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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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function): |
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| a) | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; 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 controls over financial reporting. |
| Dated: April 6, 2026 | By: | /s/ Stephen Brown |
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| Stephen Brown |
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| Chief Financial Officer |
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| (Principal Financial Officer) |
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EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of SolarMax Technology, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Hsu, chief executive officer of the Company, and I, Stephen Brown, chief financial officer of the Company, certify, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:
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| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: April 6, 2026 | By: | /s/David Hsu |
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| David Hsu |
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| Chief Executive Officer |
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| (Principal Executive Officer) |
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| By: | /s/ Stephen Brown |
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| Stephen Brown |
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| Chief Financial Officer |
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| (Principal Financial Officer) |
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