FalconStor Software Inc. 2025年度报告

111 Congress Avenue, Suite 500, Austin, TX 78701(631) 777-5188www.falconstor.comwww.falconstor.com/contact Annual Report For the period ended, December 31, 2025 (the “Reporting Period”) Outstanding Shares The number of shares outstanding of our Common Stock was: 7,153,472 as of December 31, 20257,143,978 as of December 31, 2024 Shell Status Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of1933, Rule 12b-2 of the Exchange Act of 1934 and Rule 15c2-11 of the Exchange Act of 1934): Yes:☐ Indicate by check mark whether the company’s shell status has changed since the previous reporting period: Yes:☐ Change in ControlIndicate by check mark whether a Change in Control of the company has occurred over this reporting period: Yes:☐ 1)Name and address of the issuer and its predecessors: The exact name of the issuer is FalconStor Software, Inc. The issuer was incorporated in the State of Delaware in 1994 and is active and in good standing. The issuer wasoriginally incorporated as Network Peripherals Inc. and changed its name to FalconStor Software, Inc. in 2001 There have been no trading suspension orders issued by the SEC concerning the issuer since inception. The issuer does not currently anticipate any stock split, stock dividend, recapitalization, merger, acquisition, spin-off,or reorganization and none have occurred in the past 12 months. The address of the issuer’s principal executive office: 111 Congress Avenue, Suite 500Austin, TX 78701 The address of the issuer’s principal place of business:Check if principal executive office and principal place of business are the same address:☐ Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past fiveyears? No:☒Yes:☐If Yes, provide additional details below: 2)Security Information Transfer Agent Name:Computershare Investor ServicesPhone:(781) 575-2427Email:danielle.mann@computershare.comAddress:150 Royall Street, Canton MA 02021 Publicly Quoted or Traded Securities: Trading symbol: FALCExact title and class of securities outstanding: Common StockCUSIP:306137209 Total shares authorized: 30,000,000 common stock as of December 31, 2025Total shares outstanding: 7,153,472 common stock as of December 31, 2025Total number of shareholders of record: 52 common stock as of December 31, 2025 Security Description: 1.For common equity, describe any dividend, voting and preemption rights. Subject to the Amended and Restated By-Laws (the “Bylaws”) of FalconStor Software, Inc. (the “Company” or“FalconStor”) holders of the Common Stock of the Company (the “Common Stock”) are entitled to one vote for every 2.For preferred stock, describe the dividend, voting, conversion, and liquidation rights as well asredemption or sinking fund provisions. Dividend Subject to the Amended and Restated Certificate of Designations, Preferences and Rights of Series A ConvertiblePreferred Stock of the Company, dated as of June 24, 2021 (as amended, the “Certificate of Designations”) and themutual agreement of the Company and the majority in interest of the Company’s Series A Redeemable ConvertiblePreferred Stock (the “Series A Preferred Stock”), the holders of the Series A Preferred Stock are entitled to receive in the foregoing clause (y) shall be 5% for as long as such dividends are timely paid on a quarterly basis (collectively,“Series A Preferred Dividends”). On July 1 2025, the Company entered into that certain Letter Agreement with Hale Capital Partners, LP (“Hale Capital”)and HCP-FVA, LLC (“HCP-FVA”) pursuant to which the Company received the consent of the Required Holders (asdefined in the Amended and Restated Loan Agreement) with respect to the Series A Preferred Dividends. The Companyis not otherwise permitted to pay such dividends in cash while any indebtedness under the Amended and Restated Loan In addition, the declaration and payment of dividends is subject to compliance with applicable law, and unpaid dividendswill accrue. A holder’s right to convert its shares of Series A Preferred Stock and receive dividends in the form of CommonStock is subject to certain limitations including, among other things, that the shares of Common Stock issuable upon Voting Each holder of Series A Preferred Stock has a vote equal to the number of shares of Common Stock into which its SeriesA Preferred Stock would be convertible as of the record date assuming a conversion price equal to $123.00 (subject toadjustment from time to time for stock splits, stock dividends, stock combinations and similar events, as applicable, withrespect to the Common Stock). In addition, for as long as 15% of the Series A Preferred Stock remains outstanding, theholders of a majority of the Series A Preferred Stock must approve certain actions, including any amendments to theCompany’s Restated Certificate of Incorporation, as amended, or the Bylaws, in each case, that adversely affe