# KLEON FINANCIAL, LLC X-17A-5 (2026-01-28) — Broker-dealer annual report

- Company: KLEON FINANCIAL, LLC
- Form: X-17A-5
- Filed: 2026-01-28
- Period: 2025-12-31
- Accession: 0001175990-26-000002
- CIK: 1175990
- File #: 8-65423
- Type: Broker-dealer
- Material weakness: No
- Auditor: Nawrocki Smith, LLP
- Auditor location: Hauppauge, NY
- Contact: Michael Smyth
- Phone: 212 306-1010
- Email: msmyth@kleonfinancial.com
- Website: kleonfinancial.com
- Signed by: Michael Smyth (Chief Compliance Officer)

Original filing: https://www.sec.gov/Archives/edgar/data/1175990/000117599026000002/kleonannualaudit.pdf

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## UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

OMB APPROVAL OMB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12

# ANNUAL REPORTS FORM X-17A-5 PART III

sec file number

FACING PAGE

Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934

AND ENDING\_12/31/25 filing for the period beginning \_01/01/25

MM/DD/YY

MM/DD/YY

A. REGISTRANT IDENTIFICATION

# NAME OF FIRM: KLEON FINANCIAL, LLC

TYPE OF REGISTRANT (check all applicable boxes):

 Broker-dealer □ Check here if respondent is also an OTC derivatives dealer

ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.)

|                                                                                                  |  | (No. and Street)                                           |                 |                                            |  |
|--------------------------------------------------------------------------------------------------|--|------------------------------------------------------------|-----------------|--------------------------------------------|--|
| NEW YORK                                                                                         |  | NY                                                         |                 | 100388                                     |  |
| (City)                                                                                           |  | (State)                                                    |                 | (Zip Code)                                 |  |
| PERSON TO CONTACT WITH REGARD TO THIS FILING                                                     |  |                                                            |                 |                                            |  |
| Michael Smyth                                                                                    |  | (212) 306-1010                                             |                 | msmyth@kleonfinancial.com                  |  |
| (Name)                                                                                           |  | (Area Code - Telephone Number)                             | (Email Address) |                                            |  |
|                                                                                                  |  | B. ACCOUNTANT IDENTIFICATION                               |                 |                                            |  |
| INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*<br>Nawrocki Smith, LLP |  | (Name - if individual, state last, first, and middle name) |                 |                                            |  |
| 100 Motor Parkway, Suite 580  Hauppauge                                                          |  |                                                            | NY              | 11788                                      |  |
| (Address)                                                                                        |  | (City)                                                     | (State)         | (Zip Code)                                 |  |
| March 4, 2009                                                                                    |  |                                                            | 3370            |                                            |  |
| (Date of Registration with PCAOB)(if applicable)                                                 |  |                                                            |                 | (PCAOB Registration Number, if applicable) |  |
| FOR OFFICIAL USE ONLY                                                                            |  |                                                            |                 |                                            |  |
|                                                                                                  |  |                                                            |                 |                                            |  |

\* Claims for exemption from the requirement that the annual reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-5(e)(1)(ii), if applicable.

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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# OATH OR AFFIRMATION

|, Michael Smyth \_ swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of KLEON FINANCIAL, LLC 12/31

, 2 025 partner, officer, director, or equivalent person, as the case may proprietary interest in any account classified solely as that of a customer.

Signature: Title:

Chief Compliance Officer

Notary Public

# This filing\*\* contains (check all applicable boxes):

- (a) Statement of financial condition.
- (b) Notes to consolidated statement of financial condition.
- (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in § 210.1-02 of Regulation S-X).
- = (d) Statement of cash flows.
- = (e) Statement of changes in stockholders' or partners' or sole proprietor's equity.
- (f) Statement of changes in liabilities subordinated to claims of creditors.
- = (g) Notes to consolidated financial statements.
- (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable.
- □ (i) Computation of tangible net worth under 17 CFR 240.18a-2.
- □ (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3.
- □ (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable.
- □ (I) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3.
- □ (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3.
- □ (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable.
- (o) Reconciliations, including apropriate explanations, of the FOCUS Report with computation of net capible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist.
- □ (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition.
- (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.18a-7, as applicable.
- |
- (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- |
- (u) Independent public accountant's report based on an examination of the financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable.
- □ (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- | as applicable.
- □ (y) Report describing any material inadequacies found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k).
- □ (z) Other:
- \*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(2), as applicable.

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Financial Statements and Supplementary Information As of and for the Year Ended December 31, 2025 with Report of Independent Registered Public Accounting Firm

This report is deemed CONFIDENTIAL in accordance with Rule 17a-5(e)(3) under the Securities Exchange Act of 1934.

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December 31, 2025

## Contents

## Financial Statements 1 Report of Independent Registered Public Accounting Firm 2 Statement of Financial Condition 3 Statement of Operations 4 Statement of Changes in Member's Equity Statement of Cash Flows 5 Notes to Financial Statements 6 - 8 Supplementary Information Schedule I - Schedule of Computation of Net Capital Under Rule 15c3-1 of 9 the Securities and Exchange Commission Schedule II - Computation for Determination of Reserve Requirements and Information Relating to 10 Possession or Control Requirements under Rule 15c3-3 of the Securities & Exchange Commission Exemption Report 11 Report of Independent Registered Public Accounting Firm Exemption Report Under Rule 15c3-3 of 12 the Securities and Exchange Commission

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![](_page_4_Picture_0.jpeg)

# REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Member of Kleon Financial, LLC .:

# Opinion on the Financial Statements

We have audited the accompanying statement of financial condition of Kleon Financial, LLC, (the "Company") as of December 31, 2025, the related statements of operations, changes in member's equity, and cash flows for the year then ended, 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 Kleon Financial, LLC, as of December 31, 2025, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

## 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 U.S. Securities and Exchange Commission ("SEC") 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. 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.

## Auditor's Report on Supplemental Information

The supplemental information contained in Schedules I and II have been subjected to audit procedures performed in conjunction with the audit of the Company's financial statements. The supplemental information is the responsibility of the Company's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 C.F.R. §240.17a-5. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

We have served as Kleon Financial, LLC's auditor since 2025.

Hauppauge, New York January 28, 2026

Nawrocki Smith LJP

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(A LIMITED LIABILITY COMPANY) Statement of Financial Condition As of December 31, 2025

### ASSETS

| Cash                                  | S | 19,760  |
|---------------------------------------|---|---------|
| Deposit with clearing firm            |   | 254,528 |
| Prepaid expenses                      |   | 16,544  |
| TOTAL ASSETS                          | S | 290,832 |
|                                       |   |         |
| LIABILITIES AND MEMBER'S EQUITY       |   |         |
| LIABILITIES                           |   |         |
| Accounts payable and accrued expenses | S | 5,500   |
| TOTAL LIABILITIES                     | S | 5,500   |
| MEMBER'S EQUITY                       | S | 285,332 |
| TOTAL LIABILITIES AND MEMBER'S EQUITY | S | 290,832 |

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(A LIMITED LIABILITY COMPANY) Statement of Operations For the Year Ended December 31, 2025

| REVENUE:                               |        |           |
|----------------------------------------|--------|-----------|
| Interest income                        | S      | 4,528     |
| Total Revenue                          | S      | 4,528     |
| EXPENSES:                              |        |           |
| Compensation expense and related costs | S      | 194,070   |
| Professional fees                      | ಲ್ಲಿ ಕ | 187,909   |
| Technology and administrative fees     | S      | 33,662    |
| Insurance                              | S      | 3,872     |
| Regulatory expenses                    | S      | 15,503    |
| Other expenses                         | S      | 10,871    |
| Total Expenses                         | S      | 445,887   |
|                                        |        |           |
| NET LOSS                               | S      | (441,359) |

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(A LIMITED LIABILITY COMPANY) Statement of Changes in Member's Equity For the Year Ended December 31, 2025

| MEMBER'S EQUITY, JANUARY 1, 2025   | S | 15,947    |
|------------------------------------|---|-----------|
| Net loss                           |   | (441,359) |
| Capital contributions              |   | 723,000   |
| Capital withdrawals                |   | (12,256)  |
| MEMBER'S EQUITY, DECEMBER 31, 2025 |   | 285,332   |
|                                    |   |           |

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(A LIMITED LIABILITY COMPANY) Statement of Cash Flows For the Year Ended December 31, 2025

| OPERATING ACTIVITIES:                                 |   |           |
|-------------------------------------------------------|---|-----------|
| Net loss                                              | S | (441,359) |
| Adjustments to reconcile net loss to net cash used in |   |           |
| operating activities:                                 |   |           |
| Net change in operating assets:                       |   |           |
| Increase in prepaid expenses                          |   | (14,145)  |
| Increase in deposit with clearing firm                |   | (254,528) |
| Net change in operating liabilities:                  |   |           |
| Increase in accounts payable and accrued expenses     |   | 5,500     |
| Net cash used in Operating Activities                 | S | (704,532) |
| Cash flows from financing activities                  |   |           |
| Capital contributions                                 | S | 723,000   |
| Capital distributions                                 |   | (12,256)  |
| Net cash provided by financing activities             | S | 710,744   |
| NET INCREASE IN CASH                                  | S | 6,212     |
| CASH AT BEGINNING OF YEAR                             | S | 13,548    |
| CASH AT END OF YEAR                                   | S | 19,760    |
|                                                       |   |           |

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(A LIMITED LIABILITY COMPANY) Notes to Financial Statements December 31, 2025

### 1. Organization and Nature of Business

Kleon Financial, LLC ("the LLC") was established in the state of Delaware in 2025. The company was orginally formed as Sojourner Securities LLC in North Carolina on February 28, 2002, until it was acquired by Kleon Financial Holdings, Inc. in 2025. The LLC is a registered broker-dealer and commenced operations on January 2, 2003. It is a member of the Financial Industry Regulatory Authority (FINRA) and the SEC. The LLC's primary business activities are to be an exchange member engaged in exchange commission business other than floor activities, be an exchange member engaged in floor activities, and conduct private placements of securities. The LLC is located in New York.

### 2. Significant Accounting Policies

Basis of Accounting - The financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).

Cash - Cash consists of funds maintained in a checking account held at a financial institution.

Revenue recognition - The LLC's only income in 2025 was interest income, which is earned monthly from the clearing firm.

Segment reporting - The Company follows ASC 280, Segment Reporting (including adoption of ASU 2023-07), which requires companies to disclose segment data based on how management makes decisions about allocating resources to segments and evaluating performance.

The Company conducts its business activities and results as a single reportable segment, brokerage services segment. Using the management approach, qualitative criteria established by ASC 280, the Company has determined it has a single reportable segment. The Chief Operating Decision Maker ("CODM") makes decisions about allocating resources and assessing performance in a manner consistent with the way the Company operates its business and presents their financial results, using net income that is also reported on the income statement as net no reconciling items to the income statement of segment assets is reported on the balance sheet as total assets. The CODM uses net income to evaluate income generated from segment assets) in deciding whether to reinvest profits into the brokerage services segment or into other parts of the entity, such as to pay distributions to the Parent. The Company's CODM is the CEO. All of the Company's customers are based in the United States. The nature of business and accounting policies of the brokerage services segment are the same as described in the organization and nature of business and summary of significant accounting policies.

Significant judgment - Significant judgment may be required to determine whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; whether revenue should be presented gross or net of certain costs; and whether constraints should be applied due to uncertain future events.

Income taxes – The LLC is wholly owned by Kleon Financial Holdings, LLC (Member) and is treated as a disregarded entity for tax reporting purposes. No provision for income taxes is recorded since the liability for such taxes is that of the Member rather than the LLC. The Member's income tax returns are subject to examination by the federal and state taxing authorities, and changes, if any, could adjust the individual income tax of the Member. The preceding three years are open to examination.

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{11}------------------------------------------------

(A LIMITED LIABILITY COMPANY) Notes to Financial Statements December 31, 2025

### 6. Indemnifications (Continued)

The LLC provides representations and warranties in connection with a variety of commercial transactions and occasionally indemnifies them against potential losses caused by the breach of those representations and warranties. The LLC may also provide standard indemnifications to some counterparties to protect them in the event additional taxes are owed or payments are withheld, due either to a change in or adverse application of certain tax laws. These indemnifications generally are standard contractual terms and are entered into in the normal course of business. The maximum potential amount of future payments that the LLC could be required to make under these indemnifications cannot be estimated. However, the LLC believes that it is unlikely it will have to make material payments under these arrangements and has not recorded any contingent liability in the financial statements for these indemnifications.

### 7. Contingencies

The Company is subject to various claims, legal proceedings, and regulatory investigations arising in the ordinary course of its business as a broker-dealer. These matters primarily involve disputes related to trading activities or investment advice. As of year-end, there are no pending settlements associated with these claims.

### 8. Subsequent Events

The LLC has evaluated events and transactions that occurred between January 28, 2026, which is the date the financial statements were issued, for possible disclosure and recognition in the financial statements, noting there to be none.

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# SUPPLEMENTARY INFORMATION

# Kleon Financial, LLC (formerly known as Sojourner Securities LLC)

(A LIMITED LIABILITY COMPANY)

Computation of Net Capital Under Rule 15c3-1 of the Securities and Exchange Commission December 31, 2025

## SCHEDULE I

| TOTAL MEMBER'S EQUITY QUALIFIED FOR NET<br>CAPITAL                                   | S  | 285,332  |
|--------------------------------------------------------------------------------------|----|----------|
| DEDUCTIONS AND/OR CHARGES:                                                           |    |          |
| Prepaid expenses                                                                     | S  | (16,544) |
| NET CAPITAL                                                                          | S  | 268,788  |
| AGGREGATE INDEBTEDNESS:                                                              |    |          |
| Accounts payable and accrued expenses                                                | S  | 5,500    |
| TOTAL AGGREGATE INDBBIEDNIASS                                                        | S  | 5,500    |
| COMPUTATION OF BASIC NET CAPITAL REQUIREMENT                                         |    |          |
| Minimum Net Capital Required (greater of \$5,000 or 6.67% of aggregate indebtedness) | ಕೆ | 5,000    |
| Excess net capital                                                                   | S  | 263,788  |
| Percentage of aggregate indebtedness to net capital                                  |    | 2.05%    |

There are no material differences between the preceding computation and the LLC's corresponding unaudited Part II of Form X-17A-5 as of December 31, 2025.

> See Report of Independent Registered Accounting Firm and Notes to Financial Statements.

## 9

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# SUPPLEMENTARY INFORMATION

# Kleon Financial, LLC (formerly known as Sojourner Securities LLC)

(A LIMITED LIABILITY COMPANY)

Computation for Determination of Reserve Requirements and Information Relating to Possession or Control Requirements under Rule 15c3-3 of the Securities & Exchange Commission

### SCHEDULE II

The Company is exempt from the provisions of Rule 15c3-3 under the Securities Exchange Act of 1934 pursuant to paragraphs (k)(2)(ii) of the Rule. The Company had no obligation under SEC Rule 15c3-3.

> See Report of Independent Registered Accounting Firm and Notes to Financial Statements. 10

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# REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Member of Kleon Financial, LLC .:

We have reviewed management's statements, included in the accompanying Exemption Report, in which (1) Kleon Financial, LLC (the "Company") identified the following provisions of 17 C.F.R. §15c3-3(k) under which the Company claimed an exemption from 17 C.F.R. §240.15c3-3: (k)(2)(ii) (the "exemption provisions") and (2) the Company stated that the Company met the identified exemption provisions throughout the most recent fiscal year without exception. The Company's management is responsible for compliance with the exemption provisions and its statements.

Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about the Company's compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, based on the provisions set forth in paragraph (k)(2)(ii) of Rule 15c3-3 under the Securities Exchange Act of 1934.

Hauppauge, New York January 28, 2026

awrocki Smith LLP

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# Kleon Financial, LLC Exemption Report

Kleon Financial, LLC (the "Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.17a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. § 240.17a-5(d)(1) and (4). To the best of its knowledge and belief, the Company states the following:

(1) The Company claimed an exemption from 17 C.F.R. § 240.15c3-3 under the following provisions of 17 C.F.R. §240.15c3-3 (k)(2)(ii)

(2) The Company met the identified exemption provisions in 17 C.F.R. §240.15c3-3(k) throughout the most recent fiscal year without exception.

Kleon Financial, LLC

I, Michael Smyth, swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct.

By: Michael Smyth Title: Chief Compliance Officer


Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.