NASDAQ: LOAN
MANHATTAN BRIDGE CAPITAL, INCCIK 0001080340 · Real Estate · SIC 6798 · Real Estate Investment Trusts
We are a New York-based real estate finance company that specializes in originating, servicing and managing a portfolio of first mortgage loans. We offer short-term, secured, non-banking loans (sometimes referred to as “hard money” loans), which we may renew or extend on, before or after their… About this business →
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Latest financial statements
From 10-Q filed Jul 23, 2026 (period ending Jun 30, 2026). SEC XBRL (companyfacts) — not generated by the model.
Consolidated Statements of Operations (Unaudited)
| Description | Q2 ended Jun 30, 2026 | Q1 ended Mar 31, 2026 |
|---|---|---|
| Revenue: | ||
| Total revenue / net sales | 2.0 | 2.1 |
| Operating expenses: | ||
| General and administrative | 0.5 | 0.4 |
| Other operating expenses, net | 0.4 | 0.4 |
| Operating income | 1.1 | 1.3 |
| Interest expense | 0.4 | 0.3 |
| Income before income taxes | 1.2 | |
| Income tax expense/(benefit) | — | |
| Net income | 1.2 | 1.3 |
| Basic earnings per share | 0.10 | 0.11 |
| Diluted earnings per share | 0.10 | 0.11 |
Consolidated Balance Sheets (Unaudited)
| Description | Jun 30, 2026 | Mar 31, 2026 |
|---|---|---|
| Current assets: | ||
| Cash and equivalents | 0.2 | 0.2 |
| Operating lease right-of-use assets, net | 0.07 | 0.09 |
| TOTAL ASSETS | 64.0 | 64.3 |
| Current liabilities: | ||
| Total liabilities | 21.0 | 21.1 |
| Shareholders' equity: | ||
| Common stock | 0.01 | 0.01 |
| Capital in excess of stated value | 45.6 | 45.6 |
| Retained earnings (deficit) | (1.5) | (1.4) |
| Treasury stock | 1.1 | 1.1 |
| Total shareholders' equity | 43.0 | 43.1 |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 64.0 | 64.3 |
Consolidated Statements of Cash Flows (Unaudited)
| Description | Six months ended Jun 30, 2026 | Q1 ended Mar 31, 2026 |
|---|---|---|
| Operating Activities: | ||
| Net cash from operating activities | 2.7 | 1.3 |
| Investing Activities: | ||
| Net cash from investing activities | (1.7) | (1.9) |
| Financing Activities: | ||
| Net cash from financing activities | (1.0) | 0.6 |
| Net increase/(decrease) in cash | 0.03 | (0.02) |
Amounts in millions USD; EPS as reported. Line labels are presentation-friendly mappings of filer XBRL tags — not a re-audit of the full statements. Use EDGAR for interactive notes and detail. Interactive statements & notes on EDGAR ↗
About MANHATTAN BRIDGE CAPITAL, INC
Source: Item 1 (Business) from the 10-K filed March 27, 2026. Description as filed by the company with the SEC.
Item
1. Business
General
We
are a New York-based real estate finance company that specializes in originating, servicing and managing a portfolio of first mortgage
loans. We offer short-term, secured, non-banking loans (sometimes referred to as “hard money” loans), which we may renew
or extend on, before or after their initial term expires, to real estate investors to fund their acquisition, renovation, rehabilitation
or improvement of properties located in the New York metropolitan area, including New Jersey and Connecticut, and in Florida. We are
organized and conduct our operations to qualify as a real estate investment trust for federal income tax purposes (“REIT”).
We have qualified for taxation as a REIT beginning with our taxable year ended December 31, 2014. For reasons discussed below, our restated
certificate of incorporation restricts the acquisition and ownership of our capital stock to 4.0% of our outstanding shares of capital
stock, by value or number of shares, whichever is more restrictive.
In
order to maintain our qualification for taxation as a REIT, we are required to distribute at least 90% of our REIT taxable income to
our shareholders each year. To the extent we distribute less than 100% of our taxable income to our shareholders (but more than 90%)
we will maintain our qualification for taxation as a REIT, but the undistributed portion will be subject to regular corporate income
taxes. As a REIT, we may also be subject to federal excise taxes and minimum state taxes. We also intend to operate our business in a
manner that will permit us to maintain our exemption from registration under the Investment Company Act of 1940, as amended (the “Investment
Company Act”). In addition, in order for us to qualify for taxation as a REIT, not more than 50% in value of our outstanding common
shares may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code of 1986, as amended
(the “Code”) to include certain entities) at any time during the last half of each taxable year, and at least 100 persons
must beneficially own our stock during at least 335 days of a taxable year of 12 months, or during a proportionate portion of a shorter
taxable year. To help ensure that we meet the tests, our restated certificate of incorporation restricts the acquisition and ownership
of our capital stock. The ownership limitation is fixed at 4.0% of our outstanding shares of capital stock, by value or number of shares,
whichever is more restrictive. Assaf Ran, our Chief Executive Officer and founder, is exempt from this restriction.
Read full description ↓
The
properties securing the loans are generally classified as residential or commercial real estate and, typically, are not income producing.
All loans, except for one loan with a current outstanding principal balance of approximately $22,000, are secured by a first mortgage
lien on real estate. In addition, each loan is personally guaranteed by the principal(s) of the borrower, which guarantee may be collaterally
secured by a pledge of the guarantor’s interest in the borrower. The face amount of the loans we originated in the past seven years
ranged from $40,000 to a maximum of $3.6 million. Our lending policy limits the maximum amount of any loan to the lower of (i) 9.9% of
the aggregate amount of our loan portfolio (not including the loan under consideration) and (ii) $4 million. Most of the loans we make
have a stated fixed interest rate, typically ranging from 9% to 12.5% per annum; however, a substantial portion of our loan agreements
also include a provision that permits us to charge interest at a rate equal to the greater of (i) the stated loan rate and (ii) the prime
rate plus 3.0% on the outstanding principal balance. In addition, we usually receive origination fees or “points” ranging
from 0% to 2% of the original principal amount of the loan as well as other fees relating to underwriting and funding the loan. Interest
is always payable monthly, in arrears. In the case of acquisition financing, the principal amount of the loan usually does not exceed
75% of the value of the property (as determined by an independent appraiser) and in the case of construction financing, it is typically
up to 80% of construction costs.
4
Since
commencing our business in 2007, except as set forth below, we have never foreclosed on a property, although sometimes we have renewed
or extended the term of a loan to enable the borrower to avoid premature sale or refinancing of the property. When we renew or extend
a loan, we generally receive additional “points” and other fees. In June 2023, we filed a foreclosure lawsuit relating to
one property, as a result of a deed transfer from the borrower to a buyer without our consent. In that instance, the buyer of the property
on which we had a valid mortgage suffered a data breach which resulted in the failure of the buyer to remit the funds needed for the
loan payoff. In October 2023, we received the entire payoff amount for the loan receivable, including all unpaid fees, to rectify the
situation.
Our
executive officers are experienced in hard money lending under various economic and market conditions. Loans are underwritten and structured
by our Chief Executive Officer, assisted by our Chief Financial Officer, and then managed and serviced principally by our Chief Financial
Officer and our internal team. A principal source of new transactions has been repeat business from prior customers and their referral
of new business. Loans are originated by our internal team, and we also receive leads for new business from real estate brokers, mortgage
brokers and a limited amount of advertising.
Our
primary business objective is to grow our loan portfolio while protecting and preserving capital in a manner that provides for attractive
risk-adjusted returns to our shareholders over the long term through dividends. We intend to achieve this objective by continuing to
selectively originate, fund loans secured by first mortgages on residential and commercial real estate held for investment located in
the New York metropolitan area, including New Jersey and Connecticut, and in Florida, and to carefully manage and service our portfolio
in a manner designed to generate attractive risk-adjusted returns across a variety of market conditions and economic cycles. We believe
that current market dynamics specifically the demand/supply imbalance for relatively small real estate loans, presents opportunities
for us to selectively originate high-quality first mortgage loans and we believe that these market conditions should persist for a number
of years. We have built our business on a foundation of intimate knowledge of the New York metropolitan area real estate market combined
with a disciplined credit and due diligence culture that is designed to protect and preserve capital. We believe that our flexibility
and ability to structure loans that address the needs of our borrowers without compromising our standards on credit risk, our expertise,
our intimate knowledge of the New York metropolitan area real estate market and our focus on newly originated first mortgage loans, has
defined our success until now and should enable us to continue to achieve our objectives.
5
The
Market Opportunity
Real
estate investment is a capital-intensive business that relies heavily on debt capital to acquire, develop, improve, construct, renovate
and maintain properties. We believe that the demand for relatively small loans to acquire, renovate or improve residential and commercial
real estate held around the New York metropolitan area, including New Jersey and Connecticut, and in Florida markets presents a compelling
opportunity to generate attractive returns for an established, well-financed, non-bank lender like us. We have competed successfully
in these markets notwithstanding the fact that many traditional lenders, such as banks and other institutional lenders, also service
this market. Our primary competitive advantage is our ability to approve and fund loans quickly and efficiently. In this environment,
characterized by a supply-demand imbalance for financing and increasing asset values, we believe we are well positioned to capitalize
and profit from these industry trends.
We
believe there is a significant market opportunity for a well-capitalized “hard money” real estate finance company to originate
attractively priced loans with strong credit fundamentals. Particularly around the New York metropolitan area where real estate values
are relatively stable and substandard properties are being improved, rehabilitated and renovated, we believe there are many opportunities
for a “hard money” lender providing capital for these purposes to small scale developers. We further believe that our flexibility
to structure loans to suit the particular needs of our borrowers and our ability to close quickly make us an attractive alternative to
banks and other large institutional lenders for small real estate developers and investors.
Our
Business and Growth Strategies
Our
objective is to protect and preserve capital in a manner that provides for attractive risk-adjusted returns to our shareholders over
the long term, principally through dividends. We intend to achieve this objective by continuing to focus exclusively on selectively originating,
servicing and managing a portfolio of short-term real estate loans secured by first mortgages on real estate located in the New York
metropolitan area, including New Jersey and Connecticut, and in Florida, that are designed to generate attractive risk-adjusted returns
across a variety of market conditions and economic cycles. We believe that our ability to react quickly to the needs of borrowers, our
flexibility in terms of structuring loans to meet the needs of borrowers, our intimate knowledge of the New York metropolitan area real
estate market, our expertise in “hard money” lending and our focus on newly originated first mortgage loans, should enable
us to achieve this objective. Nevertheless, we will remain flexible in order to take advantage of other real estate related opportunities
that may arise from time to time, whether they relate to the mortgage market or, if we determine that it is in our best interest, to
make direct or indirect investments in real estate.
Our
strategy to achieve our objective includes the following:
● capitalize
on opportunities created by the long-term structural changes in the real estate lending market
and the continuing demand for liquidity in the real estate market;
● take
advantage of the prevailing economic environment as well as economic, political and social
trends that may impact real estate lending currently and in the future as well as the outlook
for real estate in general and particular asset classes;
● remain
flexible in order to capitalize on changing sets of investment opportunities that may be
present in the various points of an economic cycle; and
6
● operate
so as to qualify for taxation as a REIT and for an exemption from registration under the
Investment Company Act.
In
furtherance of these strategies, we are party to a credit line agreement with Webster Bank, N.A (as successor to Webster Business Credit
Corporation) (“Webster”) and Flushing Bank (“Flushing”), pursuant to which Webster and Flushing have provided
us with a $32.5 million credit line. We are also party to a letter agreement with Valley National Bank (“Valley”), pursuant
to which Valley has provided MBC Funding II with a $10.0 million credit line.
Our
Competitive Strengths
We
believe our competitive strengths include:
● Experienced
management team. Our management team has successfully originated and serviced a portfolio
of real estate mortgage loans generating attractive annual returns under varying economic
and real estate market conditions. We expect that the experience of our management team will
provide us with the ability to effectively deploy our capital in a manner that we believe
will provide for attractive risk-adjusted returns but with a focus on capital preservation
and protection.
● Long-standing
relationships. A significant portion of our business comes from repeat customers with whom
we have long-standing relationships. These customers are also a referral source for new borrowers.
As long as these customers remain active real estate investors, they provide us with an advantage
in securing new business and help us maintain a pipeline to attractive new opportunities
that may not be available to many of our competitors or to the general market.
● Knowledge
of the market. Our intimate knowledge of the real estate markets in the geographic areas
in which we operate enhances our ability to identify attractive opportunities and helps distinguish
us from many of our competitors.
● Disciplined
lending. We seek to maximize our risk-adjusted returns, and preserve and protect capital,
through our disciplined and credit-based approach. We utilize rigorous underwriting and loan
closing procedures that include numerous checks and balances to evaluate the risks and merits
of each potential transaction. We seek to protect and preserve capital by carefully evaluating
the conditions of various properties, property locations, and the creditworthiness of the
guarantors.
● Vertically-integrated
loan origination platform. We manage and control the loan process from origination through
closing with our own personnel and independent legal counsel and appraisers, with whom we
have long relationships, who together constitute a highly experienced team in credit evaluation,
underwriting and loan structuring. We also believe that our procedures and experience allow
us to quickly and efficiently execute opportunities we deem desirable.
● Structuring
flexibility. As a relatively small, non-bank real estate lender, we can move quickly and
have much more flexibility than traditional lenders to structure loans to suit the needs
of our clients. Our ability to customize financing structures to meet borrowers’ needs
is one of our key business strengths.
7
● No
legacy issues. Unlike many of our competitors, we are not burdened by distressed legacy real
estate assets. We do not have a legacy portfolio of lower-return or problem loans that could
potentially dilute the attractive returns we believe are available in the current liquidity-challenged
environment and/or distract and monopolize our management team’s time and attention.
We do not have any adverse credit exposure to, and we do not anticipate that our performance
will be negatively impacted by, previously purchased assets.
Our
Real Estate Lending Activities
Our
real estate lending activities involve originating, funding, servicing and managing short-term loans (i.e.: loans with an initial term
of not more than one year), secured by first mortgage liens on real estate property located in the New York metropolitan area, including
New Jersey and Connecticut, and in Florida, held for investment or resale. Generally, borrowers use the proceeds from our loans for one
of three purposes: (i) to acquire and renovate existing residential (single, two or three family) real estate properties; (ii) to acquire
vacant land and construct residential real properties; and (iii) to purchase and hold income producing properties. Our mortgage loans
are structured to fit the needs and business plans of the borrowers. Revenue is generated primarily from the interest borrowers pay on
our loans and, to a lesser extent, loan fee income generated on the origination and extension of loans.
Most
of our loans are funded in full at the closing. However, our loan portfolio includes a number of construction loans, which are only partially
funded at closing. At December 31, 2025 and 2024, our unfunded commitment was approximately $4.4 million and $7.2 million, respectively.
Advances under construction loans are funded against requests supported by all required documentation as and when needed to pay contractors
and other costs of construction. In the case of construction loans, the borrower will either deliver multiple notes or one global note
for the entire commitment. In either case, interest only accrues on the funded portion of the loan.
In
general, our strategy is to service and manage the loans we originate until they are paid. However, there have been a few instances where
we have either used loans as collateral, or sold participating interests in loans. At December 31, 2025, most of our loans are secured
by properties located around the New York metropolitan area. Most of the properties we finance are residential, although on occasion
they are classified as commercial. However, in all instances the properties are held only for investment by the borrowers. Most of these
properties do not generate any cash flow.
The
typical terms of our loans are as follows:
Principal
amount – In the last seven years, a minimum of $40,000 to a maximum of $3.6 million. Our lending policy limits the maximum
loan amount to the lower of (i) 9.9% of the aggregate amount of our loan portfolio (not including the loan under consideration) and (ii)
$4 million.
8
Loan-to-Value
Ratio - Up to 75%, and/or up to 80% of construction costs.
Interest
rate - Most of the loans in our portfolio have a fixed rate of typically 9% to 12.5%.
Term
- Generally, one year with early termination in the event of a sale of the property or a refinancing. We entertain requests for granting
extensions under certain conditions.
Prepayments
- Borrower may prepay the loan at any time beginning three months after the funding date and in some instances, we waive prepayment fees.
Covenants
- To timely pay all interest on the loan and to maintain hazard insurance with respect to the property.
Events
of default - Include: (i) failure to comply with the loan terms; (ii) breach of a covenant.
Payment
terms - Interest only is payable monthly in arrears. Principal is due in a “balloon” payment at the maturity date.
Escrow
- None.
Reserves
- None.
Security
- The loan is evidenced by a promissory note, which is secured by a first mortgage lien on the real property owned by the borrower. In
addition, each loan is guaranteed by the principals of the borrower, which may be collaterally secured by a pledge of the guarantor’s
interest in the borrower.
Fees
and Expenses - Borrowers generally pay an origination fee equal to 0% to 2% of the loan amount. If we agree to extend the term of
the loan, we usually collect the same origination fee we charged on the initial funding of the loan. In addition, borrowers in some cases
also pay a processing fee, wire fee, bounced check fee, assignment fee and, in the case of construction loans, check requisition fee
for each draw from the loan. Finally, the borrower pays all expenses relating to obtaining the loan including the cost of a property
appraisal, and all title, recording fees and legal fees.
Operating
Data
The
current high level of interest rates adversely impacts our interest costs, and also results in less competition and less liquidity in
the real estate market. We have experienced a slowdown in the deployment of capital, as well as lower demand for new loans. We have increased
the interest rates charged on our commercial loans in order to offset our increased interest costs. In addition, most of our loans contain
an adjustable interest rate clause allowing us to charge no less than the prime rate plus 3% on the outstanding loans. Although loan
origination activity slowed during 2025, we have recently experienced improved demand for new loans and faster portfolio turnover.
9
Our
loan portfolio
The
following table highlights certain information regarding our real estate lending activities for the periods indicated:
Year
Ended December 31,
($
in thousands)
2025
2024
Loans originated
$ 35,336
$ 41,966
Loans partially or fully repaid
$ 40,637
$ 49,090
Mortgage lending revenues
$ 8,666
$ 9,689
Mortgage lending expenses
$ 1,759
$ 2,339
Number of loans outstanding
88
95
Principal amount of loans earning interest
$ 60,674
$ 65,974
Average outstanding loan balance
$ 689
$ 694
Percent of loans secured by
New York metropolitan area properties, including in New Jersey and Connecticut (1)
93.18 %
95.80 %
Weighted average contractual interest rate
11.12 %
11.36 %
Weighted average term to maturity (in months) (2)
5.52
6.35
(1)
Calculated
based on the number of loans.
(2)
Without
giving effect to extension options.
As
of December 31, 2024, we had made loans to four separate entities with an aggregate principal balance of $7,225,000, representing 11.0%
of our loan portfolio, and as of December 31, 2025, we had made loans to three separate entities with an aggregate principal balance
of $6,245,000, representing 10.3% of our loan portfolio. A single individual owns at least 50% interest in each of these entities and
is not affiliated with any of our officers or directors.
The
following table sets forth information regarding the types of properties securing our mortgage loans outstanding at December 31, 2025
and 2024, and the interest earned, on the active loans, in each category (dollars in thousands):
2025
2024
Number
of Loans
Interest
Earned
Percentage
Number
of Loans
Interest
Earned
Percentage
Residential
79
$ 4,904
86 %
85
$ 4,515
85 %
Commercial
7
724
12 %
6
801
11 %
Mixed Use
2
89
2 %
4
161
4 %
Total
88
$ 5,717
100 %
95
$ 5,477
100 %
10
Our
Origination Process and Underwriting Criteria
We
primarily rely on our relationships with existing and former borrowers, real estate investors, real estate brokers, loan initiators,
and mortgage brokers to originate loans. Many of our borrowers are “repeat customers.” When underwriting a loan, the primary
focus of our analysis is the value of a property and the credit worthiness of the borrower and its principals. Prior to making a final
decision on a loan application we conduct extensive due diligence of the borrower and its principals. In terms of the property, we require
an assessment report and evaluation. We also order title, lien and judgment searches. We will also evaluate the neighborhood in order
to determine the liquidity of the property. Finally, we analyze and assess financial and operational data provided by the borrower relating
to its operation and maintenance of the property. In terms of the borrower and its principals, we usually obtain third party credit reports
from one of the major credit reporting services as well as personal financial information provided by the borrower and its principals.
We analyze all this information carefully prior to making a final determination. Ultimately, our decision is based on our conclusions
regarding the value of the property, which takes into account factors such as the neighborhood in which the property is located, the
current use and potential alternative use of the property, current and potential net income from the property, the local market, sales
information of comparable properties, existing zoning regulations, the creditworthiness of the borrower and its principals and their
experience in real estate ownership, construction, development and management. In conducting our due diligence, we rely, in part, on
third party professionals and experts including appraisers, title insurers and attorneys.
Before
a loan commitment is issued, the loan must be reviewed and approved by our Chief Executive Officer. Our loan commitments are generally
issued subject to receipt by us of title documentation and title report, in a form satisfactory to us, for the underlying property. We
require a personal guarantee from the principal or principals of the borrower.
Our
Current Financing Strategies
Our
financing strategies are critical to the success and growth of our business. Our financing strategies at this time are limited to equity
and debt offerings, as well as lines of credit from banks. Our principal capital raising transactions have consisted of the following:
Credit
facilities. We currently maintain a credit facility with Webster and Flushing pursuant to which are eligible to borrow up to $32.5
million, secured by assignments of mortgages and other collateral (the “Webster Credit Line”), and a credit facility with
Valley pursuant to which MBC Funding II is eligible to borrow up to $10.0 million, secured by assignments of mortgages (the “Valley
Credit Line”), each as described in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
– under “Liquidity and Capital Resources”, below. As of December 31, 2025, borrowings under the Webster Credit Line
bore interest, at the Company’s election for each drawdown, at either (i) the Secured Overnight Financing Rate (“SOFR”)
plus an applicable premium, which rate was 7.3%, inclusive of a 0.5% agency fee, or (ii) the Base Rate (as defined in the Amended and
Restated Credit Agreement) plus 2.00%, plus a 0.5% agency fee. As of December 31, 2025, borrowings under the Valley Credit Line bore
interest at the forward-looking term rate based on SOFR for the applicable interest period (“Term SOFR”), subject to a floor,
plus an applicable margin and customary fees, which rate was 6.7%. See Note 5 to the financial statements included elsewhere in this
Report. As of December 31, 2025 and March 24, 2026, $11,558,632 and $13,825,320, respectively, were outstanding under the Webster Credit
Line. As of December 31, 2025 and March 24, 2026, an aggregate of $6,042,500 was outstanding under the Valley Credit Line. The following
table shows our capitalization, including our financing arrangements, and our loan portfolio as of December 31, 2025:
Capitalization
($ in thousands):
Sources of capital:
Lines of credit
$ 17,601
Other liabilities, net of deferred origination
and other fees
1,650
Capital (equity)
43,100
Total sources of capital
$ 62,351
Assets:
Loans, net of deferred origination and other
fees
$ 60,219
Other assets
2,132
Total assets
$ 62,351
11
Competition
The
real estate finance market around the New York metropolitan area is highly competitive. We face competition for lending and investment
opportunities from a variety of institutional lenders and investors and many other market participants, including specialty finance companies,
mortgage/other REITs, commercial banks and thrift institutions, investment banks, insurance companies, hedge funds and other financial
institutions as well as private equity funds, family offices and high net worth individuals. Many of these competitors enjoy competitive
advantages over us, including greater name recognition, established lending relationships with customers, financial resources, and access
to capital. However, we have seen less competition and less liquidity in the real estate market due to the interest rate increases in
recent years. We also believe that we benefit from our low debt-to-equity ratio in the current market condition.
Notwithstanding
some of our competitive disadvantages, we believe we have carved a niche for ourselves among small real estate developers, owners and
contractors throughout the New York metropolitan area because of our ability to structure each loan to suit the needs of each individual
borrower and our ability to act quickly. In addition, we believe we have developed a reputation among these borrowers as offering reasonable
terms and providing outstanding customer service. We believe our future success will depend on our ability to maintain and capitalize
on our existing relationships with borrowers and brokers and to expand our borrower base by continuing to offer attractive loan products,
remain competitive in pricing and terms, and provide superior service.
In
addition, we have also begun operating in the New Jersey, Connecticut and Florida markets. As we have not operated in those markets for
an extended period of time, we have faced competition from more established lenders, as well as some smaller lenders, in those markets.
Sales
and Marketing
We
rely on our internal team to generate lending opportunities as well as referrals from existing or former borrowers, brokers and bankers
and advertising to generate lending opportunities. A principal source of new transactions has been repeat business from prior customers
and their referral of new leads. We also engage with third parties in order to support sales and marketing efforts as needed.
12
Intellectual
Property
Our
business does not depend on exploiting or leveraging any intellectual property rights. To the extent we own any rights to intellectual
property, we rely on a combination of federal, state and common law trademarks, service marks and trade names, copyrights and trade secret
protection. We have registered some of our trademarks and service marks in the United States Patent and Trademark Office including “Manhattan
Bridge Capital”.
The
protective steps we have taken may not deter misappropriation of our proprietary information. These claims, if meritorious, could require
us to license other rights or subject us to damages and, even if not meritorious, could result in the expenditure of significant financial
and managerial resources on our part.
Employees
As
of December 31, 2025, we employed six employees. In addition, during 2025 we used outside lawyers and other independent professionals
to verify titles and ownership, to file liens and to consummate the transactions. Outside appraisers were used to assist management in
evaluating the worth of collateral, when deemed necessary by management. We also used construction inspectors as well as mortgage brokers
and deal initiators.
Regulation
Our
operations are subject, in certain instances, to supervision and regulation by state and federal governmental authorities and may be
subject to various laws and judicial and administrative decisions imposing various requirements and restrictions. In addition, we may
rely on exemptions from various requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange
Act, the Investment Company Act and ERISA. These exemptions are sometimes highly complex and may in certain circumstances depend on compliance
by third parties who we do not control.
Regulation
of Commercial Real Estate Lending Activities
Although
most states do not regulate commercial finance, certain states impose limitations on interest rates and other charges and on certain
collection practices and creditor remedies, and require licensing of lenders and financiers and adequate disclosure of certain contract
terms. We also are required to comply with certain provisions of, among other statutes and regulations, certain provisions of the Equal
Credit Opportunity Act that are applicable to commercial loans, The USA PATRIOT Act, regulations promulgated by the Office of Foreign
Asset Control and federal and state securities laws and regulations.
13
Investment
Company Act Exemption
Although
we reserve the right to modify our business methods at any time, we are not currently required to register as an investment company under
the Investment Company Act. However, we cannot assure you that our business strategy will not evolve over time in a manner that could
subject us to the registration requirements of the Investment Company Act.
Section
3(a)(1)(A) of the Investment Company Act defines an investment company as any issuer that is or holds itself out as being engaged primarily,
or proposes to engage primarily, in the business of investing, reinvesting or trading in securities. Section 3(a)(1)(C) of the Investment
Company Act defines an investment company as any issuer that is engaged or proposes to engage in the business of investing, reinvesting,
owning, holding or trading in securities and owns or proposes to acquire investment securities having a value exceeding 40% of the value
of the issuer’s total assets (exclusive of U.S. Government securities and cash items) on an unconsolidated basis, which we refer
to as the 40% test.
We
rely on the exception set forth in Section 3(c)(5)(C) of the Investment Company Act which excludes from the definition of investment
company “[a]ny person who is not engaged in the business of issuing redeemable securities, face-amount certificates of the installment
type or periodic payment plan certificates, and who is primarily engaged in one or more of the following businesses... (C) purchasing
or otherwise acquiring mortgages and other liens on and interests in real estate.” This exception generally requires that at least
55% of an entity’s assets be comprised of mortgages and other liens on and interests in real estate, also known as “qualifying
interests,” and at least another 25% of the entity’s assets must be comprised of real estate-type interests reduced by any
amount of qualifying interests that the entity holds in excess of the 55% minimum limit (with no more than 20% of the entity’s
assets comprised of miscellaneous assets). At the present time, we qualify for the exception under this section and our current intention
is to continue to focus on originating short-term loans secured by first mortgages on real property. However, if, in the future, we do
acquire non-real estate assets without the acquisition of substantial real estate assets, we may be deemed to be an “investment
company” and be required to register as such under the Investment Company Act, which could have a material adverse effect on us.
If
we were required to register as an investment company under the Investment Company Act, we would become subject to substantial regulation
with respect to our capital structure (including our ability to use leverage), management, operations, transactions with affiliated persons
(as defined in the Investment Company Act), portfolio composition, including restrictions with respect to diversification and industry
concentration, and other matters.
Qualification
for exclusion from the definition of an investment company under the Investment Company Act will limit our ability to make certain investments.
In addition, complying with the tests for such exclusion could restrict the time at which we can acquire and sell assets.
Environmental
Laws
Our
borrowers, who own properties, may be subject to various environmental laws of federal, state and local governments. To the extent that
an owner of a property underlying one of our debt instruments becomes liable for removal costs, the ability of the owner to make payments
to us may be reduced, which in turn may adversely affect the value of the relevant mortgage asset held by us and our ability to make
distributions to our shareholders. To date, our borrowers’ compliance with existing laws has not had a material adverse effect
on our earnings and we do not have reason to believe it will have such an impact in the future. However, we cannot predict the impact
of unforeseen environmental contingencies or new or changed laws or regulations on the properties owned by our borrowers.
14
Available
information
We
make available our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports
filed or furnished pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (Exchange Act), as amended, free
of charge on our website at www.manhattanbridgecapital.com, as soon as reasonably practicable after they are electronically filed with
or furnished to the Securities and Exchange Commission. The information on our website is not incorporated by reference into this Report.