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What changed in AVAX ONE TECHNOLOGY LTD.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of AVAX ONE TECHNOLOGY LTD.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+381 added−519 removedSource: 10-K (2026-03-31) vs 10-K (2025-04-07)

Top changes in AVAX ONE TECHNOLOGY LTD.'s 2025 10-K

381 paragraphs added · 519 removed · 78 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

29 edited+87 added−114 removed8 unchanged
Biggest changeThe license grants the rights to AgriFORCE™ in perpetuity as well as joint patent ownership rights for application in CEA. ● On May 18, 2022, the Company completed the acquisition of the food processing intellectual property of Manna Nutritional Group (Manna). ● On January 3, 2023, the Manna patent, which encompasses a process to naturally convert grain, pulses and root vegetables, resulting in low-starch, low-sugar, high-protein, fiber-rich baking flour as well as produces a natural sweetener juice, was approved by the US Patents Office and the title was transferred to the Company. ● On October 18, 2023, the Company delivered its first shipment of hydroxyl generating devices. ● On February 16, 2024, the Company was granted a US patent titled “Structures for Growing Plants (to Generate Micro-Environment Conditions).
Biggest changePatents Office and the title was transferred to the Company. ● On October 18, 2023, the Company delivered its first shipment of hydroxyl generating devices. ● On February 16, 2024, the Company was granted a U.S. patent titled “Structures for Growing Plants” (to Generate Micro-Environment Conditions).
The assets purchased consist of following assets, inter alia : Nine hundred (900) S-19 J Pro BITMAIN Antminers, transformers necessary to operate the Facility, five (5) custom 40 ft Crypto Canman housing containers including 5 power distribution boxes, one Caterpillar trailer mounted standby generator, one Doosan trailer mounted generator set, eight shipping containers and five 1 MW natural gas generator power plants.
The assets purchased consist of following assets, inter alia : Nine hundred (900) S-19 J Pro BITMAIN Antminers, transformers necessary to operate the Facility, five custom 40 ft Crypto Canman housing containers including 5 power distribution boxes, one Caterpillar trailer mounted standby generator, one Doosan trailer mounted generator set, eight shipping containers and five 1 MW natural gas generator power plants.
Bitcoin mining is expected to generate immediate cash flow for the Company, while utilizing the Company’s proprietary technology to set up CEA facilities to capture carbon exhaust to decarbonize and use for sustainable agriculture. ● On December 3, 2024, the Company completed its acquisition of the Surgeon County, Alberta Bitcoin mining facility. ● On December 5, 2024, the Company launched sustainable agriculture operations at the Sturgeon County, Alberta Bitcoin mining facility.
Bitcoin Mining is expected to generate immediate cash flow for the Company, while utilizing the Company’s proprietary technology to set up CEA facilities to capture carbon exhaust to decarbonize and use for sustainable agriculture. ● On December 3, 2024, the Company completed its acquisition of the Sturgeon County, Alberta Bitcoin Mining facility. ● On December 5, 2024, the Company launched sustainable agriculture operations at the Sturgeon County, Alberta Bitcoin Mining facility.
The patent follows the grant of the corresponding US patent, announced in June 2024. ● On August 28, 2024, the Company completed the acquisition of the assets of Radical, and entered into a two-year consulting agreement with Radical’s Chief Executive Officer, who will be heading the development and manufacturing of the Radical product line and serving as President of Radical. ● On November 13, 2024, the Company signed a letter of intent to purchase the Sturgeon County, Alberta Bitcoin mining facility.
The patent follows the grant of the corresponding U.S. patent, announced in June 2024. ● On August 28, 2024, the Company completed the acquisition of the assets of Radical and entered into a two-year consulting agreement with Radical’s Chief Executive Officer, who will be heading the development and manufacturing of the Radical product line and serving as President of Radical. ● On November 13, 2024, the Company signed a letter of intent to purchase the Sturgeon County, Alberta Bitcoin Mining facility.
We will remain an “emerging growth company” until the earliest of (a) the last day of our fiscal year following the fifth anniversary of the closing of this offering, (b) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (c) the last day of our fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, or Exchange Act (which would occur if the market value of our equity securities that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter), or (d) the date on which we have issued more than $1 billion in nonconvertible debt during the preceding three-year period. 16
We will remain an “emerging growth company” until the earliest of (a) the last day of our fiscal year following the 5th anniversary of the closing of our initial public offering, (b) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (c) the last day of our fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, or Exchange Act (which would occur if the market value of our equity securities that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter), or (d) the date on which we have issued more than $1 billion in nonconvertible debt during the preceding three-year period. 10 Table of Contents
Item 1. Business Overview AgriFORCE™ was incorporated as a private company by Articles of Incorporation issued pursuant to the provisions of the Business Corporations Act (British Columbia) on December 22, 2017. The Company’s registered and records office address is at 800 – 525 West 8 th Avenue, Vancouver, BC, Canada, V5Z 1C6.
Item 1. Business Overview The Company was incorporated under the name AgriForce Growing Systems, Ltd. as a private company by Articles of Incorporation issued pursuant to the provisions of the Business Corporations Act (British Columbia) on December 22, 2017. The Company’s registered and records office address is at 800 – 525 West 8 th Avenue, Vancouver, BC, Canada, V5Z 1C6.
Our Business AgriFORCE™ started as an “Ag-Tech” company with a primary focus to developing and utilizing our intellectual property assets for improvements dedicated to the agricultural industry.
Our Business AgriFORCE™ began as an “ag-tech” company with a primary focus on developing and utilizing our intellectual property assets for improvements dedicated to the agricultural industry.
Our miners have an average age of three years in all of our facilities. Statistics on our miners are as follows: Efficiency: median: 99.86%; mean: 99.58%; range: 99.26 – 99.9%. Our average downtime for scheduled and nonscheduled is 24 hours in a month. This includes activities related to weather and optimization of the power units and miner boards.
Statistics on our miners are as follows: Efficiency: median: 99.86%; mean: 99.58%; range: 99.26 – 99.9%. Our average downtime for scheduled and non-scheduled is 24 hours in a month. This includes activities related to weather and optimization of the power units and miner boards.
Summary Three Year History From the date of Incorporation (December 22, 2017) to the date of this filing, the Company has largely been engaged in completion of its initial corporate organization, assembling its management team, completing the design and engineering of its IP and filing the appropriate intellectual property protection and taking the initial steps to implement its business plan through the commencement of initial operations.
Delaware September 1, 2018 West Pender Consulting Company Nevada July 9, 2019 5 Table of Contents Summary Three-Year History From the date of Incorporation (December 22, 2017) to the date of this filing, the Company has largely been engaged in completion of its initial corporate organization, assembling its management team, completing the design and engineering of its intellectual property and filing the appropriate intellectual property protection and taking the initial steps to implement its business plan through the commencement of initial operations.
This continuation patent covers the FORCEGH+ facility design, including the ability to integrate with different automated systems, and expands on the patent granted to the Company on February 23, 2023. ● On April 4, 2024, the Company was granted a standard patent for its high fiber, high protein, low carbohydrate flour, titled, “High fiber, high protein, low carbohydrate flour, sweetened liquid, sweeteners, cereals, and methods for production thereof”, by IP Australia. ● On May 9, 2024, the Company completed delivery of its first batch of eight second-generation AgriForce RCS-Hydroxyl devices to be introduced to the Mexican market. ● On June 10, 2024, the Company was granted a US patent titled “Automated Growing Systems”.
This continuation patent covers the FORCEGH+ facility design, including the ability to integrate with different automated systems, and expands on the patent granted to the Company on February 23, 2023. ● On April 4, 2024, the Company was granted a standard patent for its high fiber, high protein, low carbohydrate flour, titled, “High fiber, high protein, low carbohydrate flour, sweetened liquid, sweeteners, cereals, and methods for production thereof,” by IP Australia. ● On May 9, 2024, the Company completed delivery of its first batch of eight second-generation AgriForce RCS-Hydroxyl devices to be introduced to the Mexican market. ● On June 10, 2024, the Company was granted a US patent titled “Automated Growing Systems.” The patent covers moving multiple production lines of either vegetation or flowing plants to different areas of a growing facility using conveyor belts and other mechanisms. ● On August 20, 2024, the Company was granted a requested patent titled “Automated Growing Systems” by the Chinese National Intellectual Property Administration.
While benefiting from Alberta’s strong incentive programs, i.e., the Alberta Carbon Capture Incentive Program, the Company hopes to reuse waste resources to produce profit from cryptocurrency mining, Alberta carbon credits for carbon sequestration and methane reduction, and the sale of premium crops.
While benefiting from Alberta’s strong incentive programs, i.e., the Alberta Carbon Capture Incentive Program, the Company hopes to reuse waste resources to produce profit from cryptocurrency mining, Alberta carbon credits for carbon sequestration and methane reduction, and the sale of premium crops. The Company’s process captures natural gas flares to generate significant low-cost energy to operate the cryptocurrency mining rigs.
The issuance of the additional tranche triggered the down round provision, adjusting the conversion prices of the First, Second, Third, Fourth, Fifth and Sixth Tranche Debentures and the exercise prices of the First, Second, Third, Fourth, Fifth and Sixth Tranche Warrants to $2.62.
The issuance of the additional tranche triggered the round down provision, adjusting the exercise prices of the First, Second, Third, Fourth, Fifth, Sixth, Seventh, January 2025, March 2025, May 2025 and July 2025 Tranche Debentures and First, Second, Third, Fourth, Fifth, Sixth, Seventh, January 2025, March 2025, May 2025 and July 2025 Tranche Warrants to $2.41.
The issuance of the additional tranche triggered the down round provision, adjusting the conversion prices of the First, Second, Third, Fourth, Fifth and Sixth Tranche Debentures and the exercise prices of the First, Second, Third, Fourth, Fifth and Sixth Tranche Warrants to $10.00.
The issuance of the additional tranche triggered the round down provision, adjusting the exercise prices of the First, Second, Third, Fourth, Fifth, Sixth, Seventh, January 2025, March 2025 and May 2025 Tranche Debentures and First, Second, Third, Fourth, Fifth, Sixth, Seventh, January 2025, March 2025 and May 2025 Tranche Warrants to $6.741.
Most recently, the Company has entered into the sustainable Bitcoin mining industry and has completed two acquisitions since late November 2024 pursuant to which the Company now owns and operates three Bitcoin mining facilities, one in Alberta, Canada and two in Ohio, for a total of 1120 BITMAIN Antminer S19j units.
The Company entered into the sustainable Bitcoin Mining industry and has completed two acquisitions since late November 2024 pursuant to which the Company now operates several Bitcoin Mining facilities in Alberta, Canada and Ohio.
The issuance of the additional tranche triggered the down round provision, adjusting the conversion prices of the First, Second, Third, Fourth and Fifth Tranche Debentures and the exercise prices of the First, Second, Third, Fourth and Fifth Tranche Warrants to $16.30.
The convertible debentures and warrants were issued with exercise prices of $23.58 and $25.938 respectively. The issuance of the additional tranche triggered the round down provision, adjusting the exercise prices of the First, Second, Third, Fourth, Fifth, Sixth, and Seventh Tranche Debentures and the First, Second, Third, Fourth, Fifth, Sixth, and Seventh Tranche Warrants to $23.58 and $25.938, respectively.
This number is approximated as the operation of these sites has only commenced within the last few months and may vary due to multiple factors including weather conditions, any unforeseen maintenance issues such as glycol buildup in generators and other potential major maintenance issues.
Our weighted average of cost of Bitcoin mined is approximately $50,300. This cost may vary due to multiple factors including weather conditions, any unforeseen maintenance issues such as glycol buildup in generators and other potential major maintenance issues.
As of the date of this filing, the units are expected to be delivered to our EPCM contractor’s facility in Grand Prairie, Alberta and then travel to the Sturgeon County, Alberta mining facility within the week. Installation and deployment will begin immediately upon arrival, with full operational status expected by Wednesday April 9, 2025.
The units are expected to be delivered to our EPCM contractor’s facility in Ohio by the end of March 2026. Installation, deployment and swap will begin immediately upon arrival, with full operational status expected by mid-April 2026.
Powered by 5 MW of natural gas energy, the facility is currently operational with over 900 bitcoin mining units and has the capacity to scale up to 1,200 units. Utilizing energy derived from flare natural gas, the facility not only generates consistent revenue but also minimizes its environmental footprint.
The Company also received assignment of power purchase agreements to purchase gas at $0.04 per kWh and access leases to the realty underlying the Facility. The facility has the capacity to scale up to 1,200 units. Utilizing energy derived from flare natural gas, the facility not only generates consistent revenue but also minimizes its environmental footprint.
The facility is powered by sustainable energy, advancing AgriFORCE’s mission to integrate innovative technologies that promote environmental stewardship while generating significant financial returns. The Company is proud to announce the launch of sustainable agricultural operations at its newly acquired Bitcoin mining facility in Sturgeon County, Alberta, Canada.
The facility is powered by sustainable energy, advancing the Company’s mission to integrate innovative technologies that promote environmental stewardship while generating significant financial returns.
All financings per the above were issued in private placement transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
From August 7, 2025 through October 31, 2025, the Company issued 494,390 common shares for $1,559,186 in gross proceeds, less issuance costs of $111,449 in at the market offerings. All financings per the above were issued in private placement transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
As a result of this refocus of the M&A strategy, the following formerly considered acquisition opportunities are no longer being considered by the Company: Sustainable Bitcoin Mining As of the fourth quarter of 2024, the Company has entered into the sustainable Bitcoin mining industry and has completed two acquisitions since late November 2024 pursuant to which the Company now owns and operates three Bitcoin mining facilities, one in Alberta, Canada and two in Ohio, for a total of 1120 BITMAIN Antminer S19j units.
Only authorized executives of the Asset Manager and management can initiate or approve such operations. 9 Table of Contents Sustainable Bitcoin Mining As of the fourth quarter of 2024, the Company entered into the sustainable Bitcoin Mining industry and has completed two acquisitions since late November 2024 pursuant to which the Company now owns and operates three Bitcoin Mining facilities, one in Alberta, Canada, and two in Ohio.
The IP encompasses a granted patent to naturally process and convert grain, pulses and root vegetables, resulting in low-starch, low-sugar, high-protein, fiber-rich baking flour as well as produces a natural sweetener juice. The core process is covered under Patent Nr. 11,540,538 in the U.S. and key international markets.
Significant milestones during the three-year period ended December 31, 2025, are as follows: ● On January 3, 2023, the Manna patent, which encompasses a process to naturally convert grain, pulses and root vegetables, resulting in low-starch, low-sugar, high-protein, fiber-rich baking flour as well as producing a natural sweetener juice, was approved by the U.S.
The issuance of the additional tranche triggered the down round provision, adjusting the exercise prices of the First, Second, Third, and Fourth tranche of Debentures and the First, Second, Third, Fourth tranche of Debenture Warrants to $21.40.
The issuance of the additional tranche triggered the round down provision, adjusting the exercise prices of the First, Second, Third, Fourth, Fifth, Sixth, Seventh and January 2025 Tranche Debentures and the First, Second, Third, Fourth, Fifth, Sixth, Seventh and January 2025 Tranche Warrants to $17.91. 6 Table of Contents On April 22, 2025, an Investor purchased a promissory note of $290,000.
The assets were acquired for $1.5 million in cash from the Company’s own available cashflow and are comprised of a data center and approximately 130 bitcoin miners. On January 17, 2025, AgriForce Growing Systems, Ltd. (the “Company”) purchased assets comprising a five MW Bitcoin mining facility (on two sites) in Columbiana County Ohio (the “Facility”) from Bald Eagle County, LLC.
On January 17, 2025, the Company purchased assets comprising a five MW Bitcoin Mining facility (on two sites) in Columbiana County, Ohio (the “Facility”), from Bald Eagle County, LLC. The asset purchase price (including purchase of an option to purchase the Facility) was $4.55 million.
(US) Delaware April 9, 2019 West Pender Holdings, Inc. Delaware September 1, 2018 AGI IP Co. Nevada March 5, 2020 West Pender Consulting Company Nevada July 9, 2019 un(Think) Food Company Nevada June 20, 2022 un(Think) Food Company Canada Ltd.
Nevada March 5, 2020 un(Think) Food Company Nevada June 20, 2022 un(Think) Food Company Canada Ltd. British Columbia December 4, 2019 Radical Technologies, Ltd. New York November 25, 2024 West Pender Holdings, Inc.
These sustainable practices are designed to offset the greenhouse gas emissions associated with high-energy Bitcoin mining, demonstrating a model for future growth. On November 28, 2024, AgriForce Growing Systems, Ltd. (the “Company”) entered into an agreement with Rivogenix Energy Corp. to acquire and consummated the acquisition of various assets which comprise a bitcoin mining facility in Sturgeon County, Alberta, Canada.
On November 28, 2024, the Company entered into an agreement with Rivogenix Energy Corp. to acquire various assets which comprise a Bitcoin Mining facility in Sturgeon County, Alberta, Canada. The assets were acquired for $1.5 million in cash from the Company’s own available cashflow and were comprised of a data center and approximately 130 Bitcoin Miners.
The Company anticipates that it will be hiring additional employees to support its planned activities. Operations The Company primary operating activities are in Ohio, USA and Alberta, Canada. The Company’s head office is located in Vancouver, Canada.
Employees As of March 24, 2026, the Company has seven employees. The Company also relies on consultants and contractors to conduct its operations. The Company anticipates that it will be hiring additional employees to support its planned activities in 2026.
There is limited risk in volatility at present in bitcoin pricing due to our policy of holding bitcoin for the long term. We have not sold any Bitcoin as of the date of this filing. We have an agreement with Bitgo to hold out Bitcoin in cold storage with instantaneous liquidity available. They will also act as our exchange.
During the year ended December 31, 2025, we sold four (4) Bitcoin to generate cash for working capital needs. We have an agreement with BitGo to hold our Bitcoin in cold storage with instantaneous liquidity available. They also act as our exchange. Our miners have an average age of three years in all of our facilities.
In February, the Company entered into an agreement to purchase 220 new BITMAIN Antminer S19kPro miners from a third-party supplier, with the understanding that the units were available at the point of manufacture in China. Payment in full was made in full. Following the purchase, the supplier experienced delays in securing the S19kPro units from the manufacturer.
In February 2026, the Company entered into an agreement to purchase 1,500 new BITMAIN Antminer S19K Pro miners from a third-party supplier for a cost of approximately $300,000 and the trade-in of 1,500 BITMAIN Antminer S19J Pro miners.
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Our AgriFORCE™ Brands division is focused on the development and commercialization of plant-based ingredients and products that deliver more nutritious food. We will market and commercialize ingredient supplies, like our Awakened Flour™ and Awakened Grains ™. The AgriFORCE™ Solutions division is dedicated to transforming modern agriculture through our controlled environment agriculture (“CEA”) equipment, including our FORCEGH+™” solution.
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Effective as of November 13, 2025, in conjunction with the Company’s focus on digital assets, primarily through a digital asset strategy involving the accumulation and appreciation of the Avalanche token, the Company changed its name to AVAX One Technology Ltd. (the “Company”, and all references herein to AVAX One, AVX and AgriFORCE refer to the Company).
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We are continuing to modify our business plan to accommodate artificial intelligence and blockchain in the development and implementation of FinTech systems to commercial farmers, and advancing on the commercialization of our Hydroxyl clean room systems to greatly reduce the spread of pathogens, mold and disease at processing facilities worldwide.
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The Company ceased all of its legacy ag-tech operations in early 2025 except that it maintained its Manna business involving the deployment of certain patented technologies, which business the Company is currently in the process of liquidating. See Part II, Item 8. Financial Statements and Supplementary Data, specifically Note 5, “Acquisitions and Dispositions”.
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The Company is an innovative sustainable technology focused company that strives to innovate and deliver sustainable technology solutions across a wide array of verticals utilization of our proprietary intellectual property to businesses and enterprises through our AgriFORCE™ Solutions division (“Solutions”) and deliver innovative flour products through our AgriFORCE™ Brands division (“Brands”).
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In the third quarter of 2025, the Company announced that its main business focus would be to establish and maintain a digital asset strategy focused around the Avalanche coin. It closed a private placement on November 5, 2025 and formally launched its digital asset strategy.
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To this end, we announce the next phase of our transition, highlighted by the intended integration of Bitcoin mining solutions and the ancillary environmental and power-generation benefits that result from engaging in that business.
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The Transition On September 22, 2025, the Company entered into subscription agreements (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”) with certain institutional and accredited investors (each, an “Investor” and collectively, the “Investors”), pursuant to which the Company, subject to the restrictions and upon satisfaction of the conditions in the Subscription Agreements, agreed to sell in one or more private placement transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Offering”), to the Investors Company common shares, no par value per share (in generality, the “Common Shares”, and the aggregate number thereof referenced in this sentence, the “Shares”), and prefunded warrants to purchase common shares, in an estimated aggregate amount of $292.4 million, based on an indicative value of $33.82 per AVAX token.
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We recognize the potential of Bitcoin and other digital currencies in facilitating sustainable financial transactions and intend to utilize 10-20% of our future capital raised to purchase and hold Bitcoin.
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The final purchase price upon closing was $219.1 million, based on a per share purchase price of $2.36. The Subscription Agreements contained representations and warranties of the Company and the Investors which are typical for transactions of this type. In the Subscription Agreements, the Company granted to the Investors, and the Investors granted to the Company, customary indemnification rights.
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In the third quarter of 2024, the Company bought the assets of the Radical Clean Solutions (“RCS”) business for which it had bought an exclusive license to the agricultural industry in 2023. During 2023, the Company launched its UN(THINK) Awakened Flour™, which is a nutritious flour that we believe provides health advantages over traditional flour.
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The Subscription Agreements also contained conditions precedent to closing, including but not limited to, shareholder approval pursuant to Nasdaq Listing Rules 5635(b)-(d). The Company received shareholder approval for the transaction in October 2025. The Offering closed on November 5, 2025, after the satisfaction of customary closing conditions, including approval of the Offering by the Company’s shareholders.
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While Solutions’ legacy focus was to operate in the plant based pharmaceutical, nutraceutical, and other high value crop markets using its unique proprietary facility design and hydroponics based automated growing system that enable cultivators to effectively grow crops in a controlled environment (“FORCEGH+™”). it has changed its focus to broaden the use of its proprietary intellectual property across multiple industries.
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Of the aggregate $219.1 million purchase price for the Shares and warrants, an aggregate of (i) $145.4 million was paid in cash, the cryptocurrency stablecoin commonly referred to as USDC (“USDC”) based on a purchase price of $1.00 per USDC, and the cryptocurrency stablecoin commonly referred to as USDT (“USDT” and together with USDC, “Stablecoins”) based on a purchase price of $1.00 per USDT, and (ii) $73.7 million was to be paid in the native cryptocurrency of the Avalanche Network, referred to as AVAX tokens.
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For instance, the Company through its RCS purchase is not able to utilize that technology to deliver solutions across multiple industries, including not only agriculture, but other industries including hospitality, commercial applications, education institutions, residential real estate and transportation. Brands is focused on the development and commercialization of plant-based ingredients and products that deliver healthier and more nutritious solutions.
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For purposes of the Subscription Agreements, the number of AVAX tokens was determined using the volume-weighted average price of an AVAX token (rounded to two decimal places) during the 14 consecutive calendar days ending on the Funding Payment Deadline (as defined in the Subscription Agreements) based on midnight UTC, calculated by using the hourly volume and the Messari Price as reported on messari.io.
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We strive to market and commercialize both branded consumer product offerings and ingredient supply. AgriFORCE™ Brands UN(THINK)™ Foods The Company purchased Intellectual Property (“IP”) from Manna Nutritional Group, LLC (“Manna”), a privately held firm based in Boise, Idaho on September 10, 2021.
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Of the $73.7 million to be paid in AVAX tokens, the Company received $49.4 million on or shortly after closing, and classified the remainder as a subscription receivable which is reflected in the statement of changes in shareholders’ equity.
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The all-natural process is designed to unlock nutritional properties, flavors, and other qualities in a range of modern, ancient and heritage grains, pulses and root vegetables to create specialized all-natural baking and all-purpose flours, sweeteners, juices, naturally sweet cereals and other valuation products, providing numerous opportunities for dietary nutritional, performance and culinary applications.
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The Company is using approximately $10 million of the cash net proceeds from the Offering for general corporate purposes initiated after the closing and for pre-existing working capital commitments or obligations, and the remaining cash net proceeds for the acquisition of AVAX tokens.
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During the year ended December 31, 2024, the Company has achieved milestones towards the commercialization of our UN(THINK) Awakened Flour™ flour, the Company’s first line of products to utilize the IP.
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The AVAX tokens acquired, together with the remaining net proceeds, are being used for the establishment of the Company’s cryptocurrency treasury operations to the extent consistent with the Company’s investment policy as amended or otherwise modified from time to time.
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Management has defined and tested its quality controls and safety protocols for production, and produced several multi-ton batches of germinated grains, refining and scaling production processes with our partners in Canada.
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In connection with the announcement of the Offering, the Company announced the launch of its digital asset treasury reserve strategy, effective upon the closing of the Offering, pursuant to which the Company planned to use AVAX tokens as its primary treasury reserve asset. The Company also continues its Bitcoin Mining business.
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We are also in the process of qualifying partners in the US to establish additional production hubs – at no additional CAPEX - which will support growth and reduce logistics costs for customers in the region. Additionally, we have established our supply chain logistics with a contracted shipping company and two warehouses in Canada and the US.
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The Company’s current management team, consisting of Jolie Kahn, as Chief Executive Officer, and Chris Polimeni, as Chief Financial Officer, have continued in their respective roles with the Company after the closing of the Offering.
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Our commercial team made progress in defining pricing and is starting to approach US and Canadian Bakeries and Baked Goods Companies who are now testing our new flours for integration into their manufacturing operations and innovation pipeline.
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However, with the exception of Amy Griffith who continues as a director of the Company since closing, all other prior directors of the Company resigned in connection with the Offering and were replaced at that time. Please refer to Part III, Item 10.
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Online sales logistics and advertising materials were developed during the period to support the establishment of the direct-to-consumer sales channel which will be started once the Business to Business channel sales ramp up. Lastly, the Company has developed an extensive number of recipes for the application of Awakened Flour™ product line for both customers and consumers.
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Directors, Executive Officers and Corporate Governance included herein for more information regarding the Company’s post-closing board of directors. 4 Table of Contents Registration Rights In the Subscription Agreements, the Company agreed to, among other things, use reasonable best efforts to submit or file with the Securities and Exchange Commission (the “SEC”), within 30 calendar days after the closing of the Offering, a registration statement on Form S-3 (or Form S-1 if Form S-3 is not available) (the “Registration Statement”), registering the resale of the Registrable Securities (as defined below), and the Company agreed to use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after filing and upon the earlier of (i) 25th business day (or 60th) business day if the SEC notifies the Company that it will “review” the Registration Statement) following the filing date and (ii) the 5th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review.
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The Company is developing several finished product prototypes including a line of pancake mixes, which are ready for consumer testing.
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The Company agreed to use commercially reasonable efforts to maintain the effectiveness of the Registration Statement until the earlier of (a) the Investors cease to hold any Registrable Securities, (b) the date all Registrable Securities held by the Investors may be sold without restriction under Rule 144 of the Securities Act, including without any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and without the requirement for the Company to be in compliance with the current public information required under Rule 144, and (c) three years from the effective date of the Registration Statement.
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Wheat and Flour Market Modern diet is believed to be a contributor to health risks such as heart disease, cancer, diabetes and obesity, due in part to the consumption of highly processed foods that are low in natural fiber, protein and nutrition; and extremely high in simple starch, sugar and calories.
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“Registrable Securities” means the Shares and any Common Shares issued or issuable with respect to the Shares as a result of any share split or subdivision, share dividend, recapitalization, exchange or similar event.
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These “empty carbs” produce glycemic swings that may cause overeating by triggering cravings for food high in sugar, salt and starch. As an example, conventional baking flour is low in natural fiber (~ 2-3%), low-to-average in protein (~ 9%), and very high in starch (~ 75%) (4) .
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Asset Management Agreement On September 18, 2025, the Company entered into an Asset Management Agreement (the “Asset Management Agreement”) with Hivemind Capital Partners, LLC (the “Asset Manager” or “Hivemind”).
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Apart from dietary fiber, whole flour is only marginally better in terms of these macronutrients (5) . (4) Based on protein, fiber, and starch content results from a nationally certified independent laboratory, as compared to standard all-purpose flour. (5) https://www.soupersage.com/compare-nutrition/flour-vs-whole-wheat-flour 4 In contrast, foods high in fiber help to satiate hunger, suppress cravings and raise metabolism (6) .
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The Asset Manager provides discretionary asset management services with respect to, among other assets (including, without limitation, certain subsequently raised, received or allocated funds or assets), the Company’s proceeds from the Offering in connection with any of the Company’s digital asset strategies, in accordance with the terms of the Asset Management Agreement.
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They also assist in weight loss, lower cholesterol, and may reduce the risk of cancer, heart disease and diabetes (7) .
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The custodians under the Asset Management Agreement consist of cryptocurrency wallet providers agreed to by the Company and the Asset Manager. The Asset Management Agreement became effective upon closing of the Offering. The Company pays the Asset Manager an annual management fee (the “Management Fee”) equal to 1.25% of the Account Size (as defined in the Asset Management Agreement).
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Advantages of the UN(THINK)™ Foods IP Our Controlled Enzymatic Reaction & Endothermic Saccharification with Managed Natural Germination (“CERES-MNG”) patented process allows for the development and manufacturing of all-natural flours that are significantly higher in fibers, nutrients and proteins and significantly lower in carbohydrates and calories than standard baking flour.
Added
The Management Fee will be calculated and payable quarterly in advance, as of the first business day of each calendar quarter. In addition to the Management Fee, the Company will reimburse the Asset Manager for all documented out-of-pocket expenses incurred by the Asset Manager in connection with the performance of the Asset Manager’s duties under the Asset Management Agreement.
Removed
CERES-MNG baking flour produced from soft white wheat has 40 times more fiber, three (3) times more protein and 75% less net carbohydrates than regular all- purpose flour (8) .
Added
The Asset Management Agreement will, unless early terminated, continue in effect until the tenth anniversary of the Effective Date (as defined in the Asset Management Agreement) and, unless a party to the agreement elects to not continue the effectiveness of the Asset Management Agreement, will continue for successive five-year renewal periods upon the mutual agreement of the Asset Manager and the Company.
Removed
Source: Independent analysis by Eurofins Food Chemistry Testing Madison, Inc, February 2022 The CERES-MNG patent will help develop new flours and products from modern, ancient and heritage grains, seeds, legumes and tubers/root vegetables.
Added
The Asset Management Agreement may be terminated at any time for cause (i) by the Company upon at least 30 days’ prior written notice to the Asset Manager and (ii) by the Asset Manager upon at least 60 days’ prior written notice to the Company.
Removed
(6) https://my.clevelandclinic.org/health/articles/14400-improving-your-health-with-fiber (7) https://www.health.harvard.edu/blog/fiber-full-eating-for-better-health-and-lower-cholesterol-2019062416819 (8) Based on protein, fiber, and starch content results from a nationally certified independent laboratory, as compared to standard all-purpose flour. 5 Products that AgriFORCE™ intends to develop for commercialization from the CERES-MNG patented process under the UN(THINK)™ foods brand: - High protein, high fiber, low carb modern, heritage and ancient grain flours (for use in breads, baked goods, doughs, pastry, snacks, and pasta) - Protein flours and protein additives - High protein, high fiber, low carb cereals and snacks - High protein, high fiber, low carb oat based dairy alternatives - Better tasting, cleaner label, high protein, high fiber, low carb nutrition bars - High protein, high fiber, low carb nutrition juices - Sweeteners – liquid and granulated - High protein, high fiber, low carb pet foods and snacks We intend to commercialize these products behind three (2) main sales channels: - Branded ingredients (B2B) - Consumer branded products (B2B and B2C) Successful commercialization of premium specialized products from the UN(THINK)™ foods IP and the capture of a small percentage share of the category is a notable business opportunity for AgriFORCE™.
Added
The Asset Manager may immediately terminate the Asset Management Agreement upon written notice to the Company if the Asset Manager reasonably determines that the continuation of its services or the Asset Management Agreement would result in a violation of any applicable law, regulation, or regulatory guidance.
Removed
Breads & Bakery (2) Whole Wheat Flours (1) Pulse Flours (3) Dairy Alternatives Cereal Bars (4) Total Global market size of target categories $ 235B $ 72B $ 19B $ 23B $ 23B Potential market share 0.1 % 0.2 % 1 % 0.01 % 0.01 % AgriFORCE™ potential net revenues $ 200M $ 140M $ 190M $ 20M $ 20M $ 560M Sources: Future Market Insights Reports, June 2022 (2), October 2022 (1), January 2023 (3) and October 2022 (4),. 6 To produce the UN(THINK)™ power wheat flour, we are using our patented process to develop a new germinated whole grain wheat flour, which we have qualified and made available for sale through November 2023 in Canada and the USA, under the UN(THINK)™ Awakened Flour™ brand.
Added
The foregoing summaries of the Subscription Purchase Agreements (for both cash/Stablecoin and AVAX token subscriptions), and the Asset Management Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of those agreements, which are attached as Exhibits 10.1, 10.2, and 10.3, respectively, to the Current Report on Form 8-K filed on November 5, 2025, and are hereby incorporated by reference into this disclosure.
Removed
This new Awakened Grains™ flour – available in 3 types: hard white wheat and hard red wheat for breads and soft white wheat for bakery and pastries – will provide enhanced nutrition with over five times more fiber, up to two times more protein and 23% less net carbs versus conventional all-purpose flour (source: Eurofins Food Chemistry Madison, Inc, December 2022).

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

21 edited+111 added−279 removed1 unchanged
Biggest changeIf we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our bitcoin, we may lose some or all of our bitcoin and our financial condition and results of operations could be materially adversely affected. Security breaches and cyberattacks are of particular concern with respect to our bitcoin.
Biggest changeAs we may hold large quantities of cryptocurrencies, we must consider the risk of security breaches, which could materially and adversely affect our business, financial condition and results of operations. 13 Table of Contents If we or our third-party service providers experience a security breach or cyber-attack and unauthorized parties obtain access to our cryptocurrency, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our cryptocurrency and our financial condition and results of operations could be materially adversely affected.
If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and our stock price may be more volatile.
If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and our share price may be more volatile.
The Company may also incur uninsured losses for liabilities which arise in the ordinary course of business, or which are unforeseen, including, but not limited to, employment liability and business loss claims. Any such losses could have a material adverse effect on the Company’s business, results of operations, sales, cash flow or financial condition.
We may also incur uninsured losses for liabilities which arise in the ordinary course of business, or which are unforeseen, including, but not limited to, employment liability and business loss claims. Any such losses could have a material adverse effect on our business, results of operations, sales, cash flow or financial condition.
Our ability to grow through future acquisitions will depend on the availability of, and our ability to identify, suitable acquisition and investment opportunities at an acceptable cost, our ability to compete effectively to attract those opportunities and the availability of financing to complete acquisitions.
Our ability to grow through future transactions will depend on the availability of, and our ability to identify, suitable acquisition and investment opportunities at an acceptable cost, our ability to compete effectively to attract those opportunities and the availability of cash or financing to complete such acquisitions.
We have engaged in, and in the future may engage in, strategic acquisitions and other arrangements that could disrupt our business, cause dilution to our stockholders, reduce our financial resources and harm our operating results.
We have engaged in, and in the future may engage in, strategic transactions, investments and other arrangements that could disrupt our business, cause dilution to our shareholders, reduce our financial resources and harm our operating results.
For as long as we remain an “emerging growth company” as defined in the JOBS Act, we have elected to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to: ● not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; ● being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure; ● reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; ● taking advantage of an extension of time to comply with new or revised financial accounting standard; and ● exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
For so long as we remain an “emerging growth company” as defined in the JOBS Act, we expect to take advantage of the exemptions from various SEC reporting requirements available to “emerging growth companies,” including, but not limited to: ● not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; ● being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure; ● reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; ● extended timelines to comply with new or revised financial accounting standard; and ● exemptions from the requirement of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
The loss of any of the Company’s senior management or key employees could materially adversely affect the Company’s ability to execute the Company’s business plan and strategy, and the Company may not be able to find adequate replacements on a timely basis, or at all.
The loss of any of our senior management or key employees could materially adversely affect our ability to execute our business plan and strategy, and we may not be able to find adequate replacements on a timely basis, or at all. We do not maintain key person life insurance policies on any of our employees.
For example, the application of securities laws and other regulations to such assets is unclear in certain respects, and it is possible that regulators in the United States or foreign countries may create new regulations or interpret laws in a manner that adversely affects the price of bitcoin.
As cryptocurrency and other digital assets are relatively novel and the application of state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects, it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of cryptocurrency.
Our management team will be required to devote substantial time to regulatory compliance which may divert our attention from the day-to-day management of our business. Our management team will require substantial attention from our senior management and could divert our attention away from the day-to-day management of our business.
Any such delisting could also impair the value of your investment. Our management team is, and, in the future, will be, required to devote substantial time to regulatory compliance, which may divert our attention from the day-to-day management of our business.
If the Company is unable to attract and retain key personnel, it may not be able to compete effectively. The Company’s success has depended and continues to depend upon its ability to attract and retain key management, including the Company’s Chief Executive Officer and technical experts.
If we are unable to attract and retain key personnel, we may not be able to compete effectively. Our success has depended and continues to depend upon our ability to attract and retain key management, including our Chief Executive Officer and technical experts. Neither our CEO nor our CFO have long-term employment contracts.
We expect to take advantage of these reporting exemptions until we are no longer an “emerging growth company.” Because of these lessened regulatory requirements, our shareholders would be left without information or rights available to shareholders of more mature companies. We cannot predict whether investors will find our common shares less attractive if we rely on these exemptions.
Because of those disclosure and compliance accommodations, our shareholders would be left without information or rights available to shareholders of more mature companies. We cannot predict whether investors will find our common shares less attractive if we rely on these exemptions.
The Company may become subject to litigation, which may have a material adverse effect on the Company’s reputation, business, results from operations, and financial condition. The Company may be named as a defendant in a lawsuit or regulatory action.
Such U.S. holders should consult their own tax advisers concerning the potential application of the PFIC rules to their investment. We may become subject to litigation, which may have a material adverse effect on our reputation, business, results from operations, and financial condition. We may be named as a defendant in a lawsuit or regulatory action.
To the extent investors view the value of our common stock as linked to the value or change in the value of our bitcoin, fluctuations in the price of bitcoin may significantly influence the market price of our common stock.
In addition, if investors continue to view the value of our common shares as dependent upon or linked to the value or change in the value of our AVAX holdings, the future price of AVAX may significantly influence the market price of our common shares.
Future acquisitions may require us to issue common stock that would dilute our current stockholders’ percentage ownership, assume or otherwise be subject to liabilities of an acquired company, record goodwill and non-amortizable intangible assets that will be subject to impairment testing on a regular basis and potential periodic impairment charges, incur amortization expenses related to certain intangible assets, incur large acquisition and integration costs, immediate write-offs, and restructuring and other related expenses and become subject to litigation. 24 The benefits of an acquisition or our expansion into may also take considerable time to develop, and we cannot be certain that any particular acquisition will produce the intended benefits in a timely manner or to the extent anticipated or at all.
Future acquisitions may require us to (i) issue common shares that would dilute our current shareholders’ percentage ownership, (ii) assume or otherwise be subject to liabilities of an acquired company, (iii) record goodwill and non-amortizable intangible assets that will be subject to impairment testing on a regular basis and potential periodic impairment charges, (iv) incur amortization expenses related to certain intangible assets, and (v) incur acquisition and integration costs, immediate write-offs, and restructuring and other related expenses. 11 Table of Contents Although we and our advisors conduct due diligence on the operations of the businesses we acquire, there can be no guarantee that we will be aware of all liabilities associated with an acquired company.
Regulatory compliance is increasingly complex and management may not have experience in all areas of public company compliance. The management team will seek assistance from external resources when appropriate for public company regulatory compliance and tax regulatory compliance for applicable jurisdictions.
The management team will seek assistance from external resources when appropriate for public company regulatory compliance and tax regulatory compliance for applicable jurisdictions. Any such engagement with external resources could create additional monitoring obligations and have the potential to increase risk in our system of internal control.
We have previously engaged in strategic transactions, including acquisitions of companies, miners, and bitcoin mining sites, and, as part of our growth strategy, in the future, we may seek additional opportunities to grow our mining operations, including through purchases of miners, data centers and other facilities from other operating companies, including companies in financial distress.
We have previously engaged in strategic transactions, including acquisitions of Bitcoin Mining assets and AVAX tokens, and, in the future, we may pursue opportunities to engage in additional strategic transactions, including transactions with companies in financial distress.
Bitcoin and other blockchain-based digital assets have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities.
Security breaches and cyber-attacks are of particular concern with respect to cryptocurrency. Blockchain-based cryptocurrencies and the entities that provide services to participants in the cryptocurrency ecosystem have been, and may in the future be, subject to security breaches, cyber-attacks, or other malicious activities.
The Company’s inability to retain employees and attract and retain sufficient additional employees or engineering and technical support resources could have a material adverse effect on the Company’s business, results of operations, sales, cash flow or financial condition.
If we are unable to retain existing key employees and attract and retain sufficient additional employees to support resources, including due to the competition from others in our industry and any shortages in qualified personnel, our business, results of operations, sales, cash flow or financial condition could be materially adversely affected.
A successful security breach or cyberattack could result in a partial or total loss of our bitcoin in a manner that may not be covered by insurance or indemnity provisions of the custody agreement with a custodian who holds our bitcoin. Such a loss could have a material adverse effect on our financial condition and results of operations.
A successful security breach or cyber-attack could result in: ● a partial or total loss of our cryptocurrency in a manner that may not be covered by insurance or the liability provisions of the custody agreements with the custodians who hold our cryptocurrency; ● harm to our reputation and brand; ● improper disclosure of data and violations of applicable data privacy and other laws; or ● significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, contractual and financial exposure.
To the extent that these costs may be greater than anticipated or the Company may not be able to generate revenues or raise additional financing to cover these costs, these operating expenses could have a material adverse impact on the Company’s results of operations, financial condition and cash flows.
We expect to need additional financing to expand our operations, and we may not be able to obtain financing on acceptable terms, or at all, which could have a material adverse effect on our business, financial condition, results of operations, cash flow and prospects.
We have never declared or paid cash dividends on our common shares and do not anticipate paying any cash dividends to holders of our common shares in the foreseeable future. Consequently, investors must rely on sales of their common shares after price appreciation, which may never occur, as the only way to realize any future gains on their investments.
Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be shareholders ’ sole source of gain. We have not paid, and do not plan to pay in the immediate future, any cash dividends with respect to our common shares.
Removed
Item 1A. Risk Factors Risks Relating to the Company’s Business The Company is an early stage company with little operating history, a history of losses and the Company cannot assure profitability. The Company currently has little revenues and does not have any significant history of revenue generating operations. The Company has experience recurring net losses since its inception.
Added
Item 1A. Risk Factors Described below are certain risks to our business and the industry in which we operate. You should carefully consider the risks described below, together with the financial and other information contained in this Annual Report and in our other public disclosures.
Removed
The commercial or operating viability of the Company’s business plans have not been proven. There is no assurance that the revenue generated from its operations, and if those revenues, when and if generated, will be sufficient to sustain operations, nonetheless achieve profitability. There is no assurance that the Company’s FORCEGH+™ facilities will operate as intended.
Added
If any of the following risks actually occurs, our business, financial condition, results of operations, cash flows and prospects could be materially and adversely affected.
Removed
The Company’s initial state of its business operations will be to construct and deploy and license its initial FORCEGH+.
Added
As a result, our future results could differ materially from historical results and from guidance we may provide regarding our expectations of our future financial performance, and the trading price of our common shares could decline.
Removed
Accordingly, this component of the Company’s business plan is subject to considerable risks, including: ● the costs of constructing and operating the laboratories may be greater than anticipated; ● the potential offtake partners who have indicated a willingness to deploy the laboratories at their existing cultivation operations may withdraw and determine not to deploy the laboratories; ● there is no assurance that the facilities will deliver the intended benefits of high production yields, lower crop losses and reduced operation costs; ● if the company is not able to fully develop the grow house or it does not operate as intended, it could prevent the company from realizing any of its business goals or achieving profitability; ● the costs of constructing the grow houses may be greater than anticipated and the Company may not be able to recover these greater costs through increases in the lease rates, license fees and services fees that it charges to its customers; and ● the costs of operating the grow house may be greater than anticipated.
Added
Risk Factors Summary The following is a summary of the principal factors that make an investment in our securities speculative or risky, all of which are more fully described below in this section.
Removed
There is no assurance that UN(THINK)™ will operate as intended. The Company’s plans for developing and advancing the UN(THINK)™ are in its preliminary stages. The Company has yet to fully launch their range of products in either the B2B or D2C channels.
Added
This summary should be read in conjunction with the full description of “Risk Factors” in this section and should not be relied upon as an exhaustive summary of the material risks facing our business.
Removed
Accordingly, this component of the Company’s business plan is subject to considerable risks, including: ● the potential B2B sales may not achieved the planned levels of sales; ● there is no assurance that the Company’s production partners will deliver the planned production levels or scale; ● the quality of product from the co-manufacturing may not be sufficient. ● the cost from co-manufacturing may be greater than anticipated. ● the demand for the products may not be as high as predicted. ● the pricing of the products may deter potential buyers and may not cover the cost of production. ● the brand may not attract sufficient volume.
Added
In addition to the following summary and the information in this section, you should consider the other information contained in this Annual Report before investing in our securities. Risks Related to Our Business We are an early-stage company with a limited operating history and a history of losses, and we may never become profitable.
Removed
There is no assurance that Hydroxyl Generating Systems will operate as intended. The Company’s plans for developing and expanding sales of the AgriFORCE Clean Solutions are in its preliminary stages. The Company has yet to generate remarkable sales of its Hydroxyl products.
Added
Our company was incorporated and commenced operations in 2017. Our limited operating history makes it difficult to evaluate our business and predict our future results of operations. To date, our operations on a consolidated basis have not been profitable, and no assurances can be made that we will achieve profitability in the near future, if ever.
Removed
Accordingly, this component of the Company’s business plan is subject to considerable risks, including: ● the quality of product from the co-manufacturing may not be sufficient. ● the cost from co-manufacturing may be greater than anticipated. ● the demand for the products may not be as high as predicted. ● the pricing of the products may deter potential buyers and may not cover the cost of production. ● the brand may not attract sufficient volume. ● the quality of product from the co-manufacturing may not be sufficient. 17 There is no assurance that Bitcoin mining operations will operate as intended.
Added
From our inception through December 31, 2025, we sustained $93,977,325 in cumulative net losses, and we had net loss from continuing operations for the fiscal year ended December 31, 2025, of $31,994,535.
Removed
Bitcoin prices are highly volatile, which may affect our ability to effectively manage growth plans and our profitability. The price of bitcoin is extremely volatile.
Added
We have generated losses as we implement our business plan, including the creation, maintenance and expansion of our digital asset treasury (“DAT”) strategy and, to a lesser extent, our Bitcoin Mining activities.
Removed
The cost to mine a bitcoin is independent of the then current price of bitcoin, so when prices are low, the cost per coin to mine may consume much of our available cash, which means that there is less capital with which to invest in future company growth.
Added
The extent to which we will continue to recognize losses in our continuing operations is highly dependent on the extent to which we hold AVAX tokens as a main strategy and the price thereof. See the risk factors under the heading “ Risks Related to the Company ’ s DAT Strategy and Cryptocurrency Holdings ” below.
Removed
Similarly, when prices are low, our profitability is decreased on a dollar-for-dollar basis correlated to the then price of bitcoin. Given the volatility of bitcoin, these factors render us unable to accurately predict in advance what our growth plans may be and accurately forecast any revenue and profitability projections for any reporting period.
Added
We have limited capital, and we do not currently generate sufficient cash from our business to fund our operations to fund our expansion. We will require additional capital to pursue our growth strategy through maintaining and expanding our existing digital asset treasury, engaging in acquisitions of complementary businesses or assets, and financing general and administrative activities.
Removed
The price of bitcoin may be influenced by regulatory, commercial, and technical factors that are highly uncertain. Bitcoin and other digital assets are relatively novel and are subject to various risks and uncertainties that may adversely impact their price.
Added
We may not be able to obtain debt or equity financing opportunities on favorable terms, if at all, which could impair our growth and adversely affect our existing operations. If we raise equity financing, our shareholders may experience significant dilution of their ownership interests, and the per share value of our common shares could decline.
Removed
The growth of the digital assets industry in general, and the use and acceptance of bitcoin in particular, may also impact the price of bitcoin and is subject to a high degree of uncertainty.
Added
Under current SEC regulations, because our public float is less than $75 million, and for so long as our public float remains less than $75 million, the amount we can raise through primary public offerings of securities in any 12-month period using shelf registration statements is limited to an aggregate of one-third of our public float (referred to as the “baby shelf” rule).
Removed
The pace of worldwide growth in the adoption and use of bitcoin could depend on the following: ● public familiarity with digital assets; ● ease of buying and accessing bitcoin; ● institutional demand for bitcoin as an investment asset; ● consumer demand for bitcoin as a means of payment; and ● the availability and popularity of alternatives to bitcoin.
Added
As of March 24, 2026, the aggregate market value of our outstanding common shares held by non-affiliates, or public float, was approximately $52.0 million, based on 89,798,842 outstanding common shares, of which 80,075,911 common shares were held by non-affiliates, at a price of $0.65 per share, which was the last reported sale price of our common shares on the Nasdaq Capital Market on March 24, 2026.
Removed
Even if growth in bitcoin adoption occurs in the near or medium-term, there is no assurance that bitcoin usage will continue to grow over the long-term. Because bitcoin has no physical existence beyond the record of transactions on the Bitcoin blockchain, a variety of technical factors related to the Bitcoin blockchain could also impact the price of bitcoin.
Added
If our public float decreases, the amount of securities we may sell under our shelf registration statement may also decrease.
Removed
For example, malicious attacks by “miners” who validate bitcoin transactions, inadequate mining fees to incentivize validating of bitcoin transactions, “hard forks” of the Bitcoin blockchain, and advances in quantum computing could undercut the integrity of the Bitcoin blockchain and negatively affect the price of bitcoin.
Added
We have previously raised capital to finance our strategic growth of our business through public offerings of our common shares, including through our at-the-market offering program, and we expect to need to raise additional capital through similar public offerings to finance our current and future expansion initiatives.
Removed
The liquidity of bitcoin may also be reduced and damage to the public perception of bitcoin may occur, if financial institutions were to deny banking services to businesses that hold bitcoin, provide bitcoin-related services or accept bitcoin as payment, which could also decrease the price of bitcoin.
Added
Utilizing those sources may be more challenging in the current financial market conditions, in particular where trading volume is diminished. We may not be able to obtain additional debt or equity financing on favorable terms, if at all, which could impair our growth and adversely impact our existing operations.
Removed
Fluctuations in the price of bitcoin may significantly influence the market price of our bitcoin holdings and therefore, the price of our common stock.
Added
To the extent that we raise additional capital through the sale of equity or convertible debt securities, shareholder ownership interest in the Company may be diluted, and the terms of those securities may include liquidation or other preferences that adversely affect rights as a shareholder.
Removed
If we fail to grow our hash rate, we may be unable to compete, and our results of operations could suffer.
Added
Debt and equity financings, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as redeeming our common shares, making investments, incurring additional debt, making capital expenditures or declaring dividends.
Removed
Generally, a bitcoin miner’s chance of solving a block on the Bitcoin blockchain and earning a bitcoin reward is a function of the miner’s hash rate (i.e., the amount of computing power devoted to supporting the Bitcoin blockchain), relative to the global network hash rate.
Added
If we do not have, or are not able to obtain, sufficient funds, we may have to delay strategic acquisitions and other opportunities, investments, or projects, and, even if we are ultimately able to subsequently secure financing, such opportunities, investments or projects may not still be available to us on favorable terms or at all.
Removed
As greater adoption of Bitcoin occurs, we expect the demand for Bitcoin will increase further, drawing more mining companies into the industry and thereby increasing the global network hash rate.
Added
If we are unable to raise adequate funds, we may have to liquidate some or all of our assets, or delay, reduce the scope of, or eliminate some or all of our creative work.
Removed
As new and more powerful miners are deployed, the global network hash rate will continue to increase, meaning a miner’s chance of earning bitcoin rewards will decline unless it deploys additional hash rate at pace with the industry. 18 Accordingly, to maintain our chances of earning new bitcoin rewards and remaining competitive in our industry, we must seek to continually add new miners to grow our hash rate at pace with the growth in the Bitcoin global network hash rate.
Added
Any of these actions could delay or otherwise inhibit our growth, weaken our ability to effectively compete in our industry, and otherwise have a material adverse effect on our business, financial condition, results of operations, cash flow and prospects.
Removed
However, as demand has increased and scarcity in the supply of new miners has resulted, the price of new miners has increased sharply, and we expect this process to continue in the future as demand for bitcoin increases.
Added
These liabilities, and any additional risks and uncertainties related to an acquired company not known to us or that we may deem immaterial or unlikely to occur at the time of the acquisition, could negatively impact our future business, financial condition, and results of operations.
Removed
Therefore, if the price of bitcoin is not sufficiently high to allow us to fund our hash rate growth through new miner acquisitions and if we are otherwise unable to access additional capital to acquire these miners, our hash rate may stagnate and we may fall behind our competitors.
Added
There is no guarantee that we will realize the intended benefits of any particular acquisition in a timely manner, to the extent anticipated or at all.
Removed
If this happens, our chances of earning new bitcoin rewards would decline and, as such, our results of operations and financial condition may suffer.
Added
We may experience difficulties integrating the operations, technologies and personnel of an acquired company, including difficulties associated with managing the resulting larger and more complex company, aligning administrative and corporate structures, standards, controls, procedures and policies, integrating business cultures, hiring and retaining key employees, conforming compensation and benefits structures, coordinating geographically dispersed operations, and delivering on our strategy going forward.
Removed
Geopolitical or economic crises may create increased uncertainty and price changes, or motivate large-scale sales of digital assets, which could result in a reduction in some or all digital assets’ values and adversely affect an investment in our securities.
Added
Such integration may divert management’s attention from operating our business and may necessitate reallocating resources, both financially and otherwise. The industries in which we participate are highly competitive, and we may be unable to successfully and profitably compete against companies with greater resources and capitalization. Following our recent adoption of our DAT strategy, we face new and increased competition.
Removed
As an alternative to fiat currencies that are backed by central governments, digital assets such as bitcoin, which are relatively new, are subject to supply and demand forces based upon the desirability of an alternative, decentralized means of buying and selling goods and services. It is unclear how such supply and demand will be impacted by geopolitical events.
Added
Our ability to successfully implement our DAT strategy will depend upon our ability to generate sufficient cash flows or raise additional capital to allow us to continue to purchase digital assets as and when we determine it to be in line with our business plans.
Removed
Nevertheless, geopolitical or economic crises may motivate large-scale acquisitions or sales of digital assets either globally or locally. Large-scale sales of digital assets would result in a reduction in their value and could adversely affect an investment in our securities. In addition, we are subject to price volatility and uncertainty due to geopolitical crises and economic downturns.
Added
Our competitors have significant advantages over us, including a greater amount of available capital or the ability to raise additional capital on terms or in quantities not available or not acceptable to us, which may allow them to respond more quickly to new or changing market opportunities.
Removed
Such geopolitical crises and global economic downturns may be a result of invasion, or possible invasion, by one nation of another, leading to increased inflation and supply chain volatility. Such crises, as well as inflation, will likely continue to have an effect on our ability to do business in a cost-effective manner.
Added
If we are unable to access and deploy capital when market opportunities arise, we may be unable to profitably maintain our digital asset strategy and successfully compete, which may have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.
Removed
The sale of our digital assets to pay expenses at a time of low digital asset prices could adversely affect an investment in our securities. We may sell our digital assets to pay expenses on an as-needed basis, irrespective of then-current prices.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

3 edited+0 added−0 removed5 unchanged
Biggest changeManagement works with our Board to establish oversight mechanisms to ensure effective governance in managing risks associated with cybersecurity threats because we recognize the significance of these threats to our operational integrity and stakeholder confidence. The Board has delegated to our Audit Committee the primary responsibility for oversight of cybersecurity risks.
Biggest changeManagement works with our board of directors to establish oversight mechanisms to ensure effective governance in managing risks associated with cybersecurity threats because we recognize the significance of these threats to our operational integrity and stakeholder confidence. The board of directors has delegated to our audit committee the primary responsibility for oversight of cybersecurity risks.
We have not encountered cybersecurity threats or experienced previously cybersecurity incidents that have materially affected or that we believe are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition. Governance Board of Directors Oversight Our Board is aware of the critical nature of managing risks associated with cybersecurity threats.
We have not encountered cybersecurity threats or experienced previously cybersecurity incidents that have materially affected or that we believe are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition. Governance Board of Directors Oversight Our board of directors are aware of the critical nature of managing risks associated with cybersecurity threats.
Management’s Role Managing Risk Our Executive Team plays a primary role in informing the Audit Committee on cybersecurity risks . These individuals monitor activity and potential risks related to the day-to-day operations of the business, including reviewing results of the work of our outside consultants.
Management’s Role Managing Risk Our management team plays a primary role in informing the audit committee on cybersecurity risks . These individuals monitor activity and potential risks related to the day-to-day operations of the business, including reviewing results of the work of our outside consultants.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed2 unchanged
Biggest changeItem 3. Legal Proceedings We are subject to the legal proceedings and claims described in detail in “Note 22. Commitments and Contingencies” to the audited financial statements included in this Annual Report on Form 10-K.
Biggest changeItem 3. Legal Proceedings We are subject to the legal proceedings and claims described in detail in Note 18, “Commitments and Contingencies” to the audited financial statements included in this Annual Report on Form 10-K.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

13 edited+28 added−6 removed1 unchanged
Biggest changeThe issuance of the additional tranche triggered the down round provision, adjusting the exercise prices of the First, Second, Third, and Fourth tranche of Debentures and the First, Second, Third, Fourth tranche of Debenture Warrants to $21.40. 39 The Company had the following sales of unregistered securities during the three months ended June 30, 2024: 615,055 common shares were issued upon conversion of convertible debt. 2,323 common shares were issued as part of compensation to Company officers. 157 common shares were issued to consultants. 64 common shares were issued upon conversion of vested prefunded warrants.
Biggest changeThe convertible debentures and warrants were issued with exercise prices of $146.70 and $162.00, respectively. The issuance of the additional tranche triggered the round down provision, adjusting the exercise prices of the First, Second, Third, Fourth and Fifth Tranche Debentures and the First, Second, Third, Fourth and Fifth Tranche Warrants to $146.70 and $162.00 respectively.
The issuance of the additional tranche triggered the down round provision, adjusting the exercise prices of the First, Second, Third, Fourth Fifth, Sixth, Seventh, and January 2025 Tranche Debentures and the First, Second, Third, Fourth, Fifth, Sixth, Seventh, and January 2025 Tranche Warrants to $1.99.
The issuance of the additional tranche triggered the round down provision, adjusting the exercise prices of the First, Second, Third, Fourth, Fifth, Sixth, Seventh, January 2025, March 2025 and May 2025 Tranche Debentures and First, Second, Third, Fourth, Fifth, Sixth, Seventh, January 2025, March 2025 and May 2025 Tranche Warrants to $6.741.
The convertible debt and warrants were issued with an exercise price of $10.00 and $11.00, respectively. The issuance of the additional tranche triggered the down round provision, adjusting the exercise prices of the First, Second, Third, Fourth, Fifth and Sixth Tranche Debentures and the First, Second, Third, Fourth, Fifth and Sixth Tranche Warrants to $10.00.
The convertible debentures and warrants were issued with exercise prices of $90.00 and $99.00, respectively. The issuance of the additional tranche triggered the round down provision, adjusting the exercise prices of the First, Second, Third, Fourth, Fifth and Sixth Tranche Debentures and the First, Second, Third, Fourth, Fifth and Sixth Tranche Warrants to $90.00 and $99.00, respectively.
We anticipate that we will retain funds and future earnings to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends on our common shares in the foreseeable future.
Our preferred shares were retired, and there were no preferred shares outstanding after the IPO. We anticipate that we will retain funds and future earnings to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends on our common shares in the foreseeable future.
Information respecting equity compensation plans The Company adopted a stock option plan originally on December 12, 2018 (the “Option Plan”), as amended, under which the compensation committee of the Board (the “Compensation Committee”) may from time to time in its discretion, recommend changes to the Option Plan to grant to directors, officers, employees and consultants of the Company non-transferable options to purchase common shares (“Options”).
Information respecting equity compensation plans The Company adopted a stock option plan in December 2018 (the “2018 Option Plan”), under which the compensation committee of the board of directors (the “Compensation Committee”) may to grant, from time to time, to directors, officers, employees and consultants of the Company non-transferable options to purchase common shares.
The issuance of the additional tranche triggered the round down provision, adjusting the exercise price of the First, Second, Third, Fourth, Fifth, Sixth, and Seventh Tranche Debentures and First, Second, Third, Fourth, Fifth, Sixth, and Seventh Tranche Warrants to $2.62.
The issuance of the additional tranche triggered the round down provision, adjusting the exercise prices of the First, Second, Third, Fourth, Fifth, Sixth, Seventh, January 2025, March 2025, May 2025 and July 2025 Tranche Debentures and First, Second, Third, Fourth, Fifth, Sixth, Seventh, January 2025, March 2025, May 2025 and July 2025 Tranche Warrants to $2.41.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market information Our common stock is currently quoted on Nasdaq Capital Market under the symbol “AGRI”, and warrants under the symbol “AGRIW”. The market price has been volatile.
Item 5. Market for Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market information Our common shares are currently quoted on the Nasdaq Capital Market under the symbol “AVX,” and our warrants are currently quoted on the Nasdaq Capital Market under the symbol “AVXW.” The market price has been volatile.
The issuance of the additional tranche triggered the down round provision, adjusting the exercise prices of the First, Second, Third, Fourth and Fifth Tranche Debentures and the First, Second, Third, Fourth and Fifth Tranche Warrants to $16.30. On May 22, 2024, an Investor purchased an additional tranche of $833,000.
The issuance of the additional tranche triggered the round down provision, adjusting the exercise prices of the First, Second, Third, and Fourth tranche of Debentures and the First, Second, Third, Fourth tranche of Debenture Warrants to $192.60 and $211.86, respectively.
The following table provides information with respect to options outstanding under our Plan as at December 31, 2024: Plan category Number of securities to be issued upon exercise of outstanding options Weighted- average exercise price of outstanding options Number of securities remaining available for future issuance Equity compensation plans approved by security holders 545 $ 3,810 173,461 Equity compensation plans not approved by security holders - - - Total 545 $ 3,810 173,461 Recent Sales of Unregistered Securities The Company had the following sales of unregistered securities during the three months ended March 31, 2024: 164,937 common shares were issued upon conversion of convertible debt. 1,266 common shares were issued to consultants. 1,126 common shares were issued as part of compensation to Company officers.
The Option Plan was approved by the shareholders of the Company in June 2019. 18 Table of Contents The following table provides information with respect to options outstanding under our Plan as at December 31, 2025: Plan category Number of securities to be issued upon exercise of outstanding options Weighted-average exercise price of outstanding options Number of securities remaining available for future issuance Equity compensation plans approved by security holders - $ - 9,293,880 Equity compensation plans not approved by security holders - - - Total - $ - 9,293,880 Recent Sales of Unregistered Securities During the Year Ended December 31, 2025 On January 16, 2025, investors purchased an additional tranche of $7,700,000 in convertible debentures with a 10% original issue discount for gross proceeds of $7,000,000 and received 212,256 warrants (the “January 2025 Tranche”) due January 16, 2026.
The Board of Directors review recommendations and approve changes. As of the date of this filling, the Company has 545 Options outstanding, and 173,461 Options available for future issuances. The Option Plan was approved by the shareholders of the Company on June 10, 2019.
The board of directors reviews recommendations and approves changes to the 2018 Option Plan. As of the date of this filling, there are no options outstanding, and 9,293,880 options are available for future issuances.
On February 21, 2024, a Convertible Debt Investor purchased an additional tranche of $1,100,000 in convertible debentures and received 33,411 warrants. The convertible Debentures and Debenture Warrants were issued with an exercise price of $21.40.
The convertible debentures and warrants were issued with an exercise price of $17.91. On July 21, 2025, investors purchased an additional tranche of $833,334 in convertible debentures with a 10% original issue discount for gross proceeds of $750,000 and received 80,354 warrants (the “July 2025 Tranche”) due July 21, 2026.
On January 16, 2025, institutional investors purchased $7,700,000 of convertible debt and warrants were issued with an exercise price of $2.62 per share.
The convertible debentures and warrants were issued with an exercise price of $2.41 per share. On November 5, 2025, investors purchased 86,690,657 common shares and pre-funded warrants (the “Pre-Funded Warrants”) exercisable for an aggregate of 6,123,837 common shares for gross proceeds of approximately $219,100,000.
On April 4, 2025, the closing price for our common stock as reported on the Nasdaq Capital Market was $1.16 per share. Securities outstanding and holders of record On April 7, 2025, there were approximately 2,124 shareholders of record for our common stock and 1,740,064 shares of our common stock issued and outstanding.
Securities outstanding and holders of record On March 24, 2026, there were approximately 82 shareholders of record for our common shares and 89,798,842 of our common shares were issued and outstanding.
Removed
Dividend Policy We have never paid any cash dividends on our common shares. However, we have paid common share dividends on our preferred stock. Our preferred stock was retired and there were no preferred shares outstanding after the IPO.
Added
On March 24, 2026, the closing price for our common shares as reported on the Nasdaq Capital Market was $0.65 per share. On March 13, 2026, we received a letter from Nasdaq that we no longer comply with Rule 5550(a)(2) of Nasdaq’s Listing Rules (the “Rules”) which requires listed securities to maintain a minimum bid price of $1 per share.
Removed
On April 11, 2024, an Investor purchased an additional tranche of $550,000. The convertible debt and warrants were issued with an exercise price of $16.30 and $18.00, respectively.
Added
Based upon the closing bid price for the last 30 consecutive business days (January 29, 2026 to March 12, 2026), we no longer meet this requirement. Normally, a company would be afforded a compliance period of 180 calendar days to regain compliance with the Rule.
Removed
The Company had the following sales of unregistered securities during the three months ended September 30, 2024: 95,000 common shares were issued upon conversion of convertible debt. 5,095 common shares were issued as part of compensation to Company officers and employees. 50,000 common shares were issued as consideration for a business combination.
Added
However, pursuant to Listing Rule 5810(c)(3)(A)(iv), we are not eligible for any compliance period specified in Rule 5810(c)(3)(A) due to the fact that we have effected a reverse stock split over the prior one-year period and have effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one.
Removed
The Company had the following sales of unregistered securities during the three months ended December 31, 2024: 20,000 common shares were issued upon conversion of convertible debt. 376,863 common shares were issued under the Company’s at-the-market offering. 160,000 common shares were issued upon completion of a private placement. 40 The Company had the following sales of unregistered securities from January 1, 2025 to April 7, 2025: From January 1, 2025 through April 7, 2025, the Company issued 189,768 common shares upon conversion of convertible debt and conversion of convertible debt in lieu of repayment in cash (principal and interest of $385,269).
Added
We requested an appeal, on March 20, 2026, of the Staff’s determination to a Hearing Panel (the “Panel”) pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. Our appeal to the Panel will prevent the suspension of the Company’s securities pending the Panel’s decision.
Removed
On January 17, 2025, acquired a 5 MW bitcoin mining facility located in Columbiana County, Ohio for $4.5 million in cash. On March 21, 2025, an Investors purchased an additional tranche of $1,320,000. The convertible debt and warrants were issued with an exercise and strike price of $1.99.
Added
Issuer Purchases of Equity Securities The following table presents information with respect to AVAX One’s repurchases of common shares during the quarter ended December 31, 2025: Period Total Number of Common Shares Purchased (1) Average Price Paid Per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program November 1 - 30 - $ - - $ 40,000,000 December 1 - 31 183,345 $ 1.40 183,345 $ 39,743,869 Total 183,345 183,345 (1) In November 2025, the Company’s board of directors authorized a share repurchase program (the “Repurchase Program”) under which the Company may repurchase up to $40 million of its outstanding common shares, for a period of 12 months, subject to contractual requirements.
Removed
Purchases of Equity Securities by the Issuer or Affiliated Purchasers There were no repurchases of shares of common stock made during the year ended December 31, 2024.
Added
Repurchases are being executed from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or privately negotiated transactions, including through Rule 10b5-1 plans. The Company is not obligated to repurchase any specific number of shares, and the program may be suspended or discontinued at any time.
Added
For additional information related to share repurchases, see Note 14 to the consolidated financial statements included in Part II, Item. 8 Financial Statements and Supplementary Data. (2) Average price paid per share includes costs associated with the repurchases.
Added
From January 1, 2026 to March 24, 2026, the Company repurchased 3,090,038 common shares with an average price paid per share of $0.92, leaving approximately $36,906,371 that may be repurchased under the Repurchase Program. Dividend Policy We have never paid any cash dividends on our common shares. However, we have paid common share dividends on our preferred shares.
Added
The warrants are exercisable at any time and from time to time and expire July 16, 2028. The convertible debentures and warrants were issued with exercise prices of $23.58 and $25.938 respectively.
Added
The issuance of the additional tranche triggered the round down provision, adjusting the exercise prices of the First, Second, Third, Fourth, Fifth, Sixth, and Seventh Tranche Debentures and the First, Second, Third, Fourth, Fifth, Sixth, and Seventh Tranche Warrants to $23.58 and $25.938, respectively. The Company incurred approximately $290,000 in transaction-related costs.
Added
On March 21, 2025, investors purchased an additional tranche of $1,320,000 in convertible debentures with a 10% original issue discount for gross proceeds of $1,188,000 and received 47,906 warrants due March 21, 2026. The warrants are exercisable at any time and from time to time and expire September 21, 2028.
Added
The convertible debentures and warrants were issued with exercises price of $17.91. The issuance of the additional tranche triggered the round down provision, adjusting the exercise prices of the First, Second, Third, Fourth, Fifth, Sixth, Seventh and January 2025 Tranche Debentures and the First, Second, Third, Fourth, Fifth, Sixth, Seventh and January 2025 Tranche Warrants to $17.91.
Added
On April 22, 2025, an Investor purchased a promissory note of $290,000. The promissory note has an original issue discount of $40,000 and a one-time interest charge of 12% ($34,800).
Added
On May 21, 2025, investors purchased an additional tranche of $110,000 in convertible debentures with a 10% original issue discount for gross proceeds of $100,000 and received 4,889 warrants (the “May 2025 Tranche”) due May 21, 2026. The warrants are exercisable at any time and from time to time and expire November 21, 2028.
Added
The warrants are exercisable at any time and from time to time and expire January 21, 2029. The convertible debentures and warrants were issued with an exercise price of $6.741.
Added
On September 25, 2025, investors purchased an additional tranche of $550,000 in convertible debentures with a 10% original issue discount for gross proceeds of $495,000 and received 148,340 warrants (the “September 2025 Tranche”) due September 25, 2026. The warrants are exercisable at any time and from time to time and expire September 25, 2029.
Added
The convertible debentures and warrants were issued with exercise prices of $2.41 and 2.65, respectively.
Added
On October 24, 2025, investors purchased an additional tranche of $7,700,000 in convertible debentures with a 10% original issue discount for gross proceeds of $6,930,000 and received 2,076,763 warrants (the “October 2025 Tranche”) due October 24, 2026. The warrants are exercisable at any time and from time to time and expire April 24, 2029.
Added
The common shares were sold at an offering price of $2.36 per common share, and the Pre-Funded Warrants were sold at an offering price of $2.3599 per Pre-Funded Warrant, which represents the per share offering price less the $0.0001 per share exercise price for each such Pre-Funded Warrant.
Added
The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.
Added
The Company intends to use approximately $10 million of the cash net proceeds for general corporate purposes initiated after closing and for pre-existing working capital commitments or obligations, and the remaining cash net proceeds for the acquisition of AVAX tokens. The Company incurred approximately $6,140,000 in transaction related costs.
Added
From August 7, 2025 through October 31, 2025, the Company issued 494,390 common shares for $1,559,186 in gross proceeds, less issuance costs of $111,449 in at the market offerings. 19 Table of Contents During the Year Ended December 31, 2024 On February 21, 2024, investors purchased an additional tranche of $1,100,000 in convertible debentures with a 10% original issue discount for gross proceeds of $1,000,000 and received 3,712 of warrants (the “Fifth Tranche”) due February 21, 2025.
Added
The warrants are exercisable at any time and from time to time and expire August 21, 2027. The convertible debentures and warrants were issued with exercise prices of $192.60 and $211.86, respectively.
Added
On April 11, 2024, investors purchased an additional tranche of $550,000 in convertible debentures with a 10% original issue discount for gross proceeds of $500,000 and received 2,437 warrants (the “Sixth Tranche”) due April 11, 2025. The warrants are exercisable at any time and from time to time and expire October 11, 2027.
Added
On May 22, 2024, investors purchased an additional tranche of $833,000 of convertible debentures with a 10% original issue discount for gross proceeds of $750,000 and received 6,016 warrants (the “Seventh Tranche”) due May 22, 2025. The warrants are exercisable at any time and from time to time and expire November 22, 2027.
Added
During the year ended December 31, 2024, the Company issued 41,873 common shares at-the-market offering and 17,777 common shares were issued upon completion of a private placement, totalling $2,775,616 in net proceeds.
Added
From January 1, 2026 to March 24, 2026, the Company had the following sales of unregistered securities: On January 2, 2026, investors purchased an additional tranche of $7,000,000 in convertible debentures with a 10% original issue discount for gross proceeds of $6,300,000 and received 3,013,245 warrants (the “January 2026 Debentures”) due January 2, 2027.
Added
The warrants are exercisable at any time and from time to time and expire July 2, 2029. The convertible debentures and warrants were issued with an exercise price of $2.41 per share.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

11 edited+77 added−42 removed7 unchanged
Biggest changeOur intangible asset balance consists of our patented process to develop germinated whole grain wheat flour and hydroxyl generation systems, including the associated R&D, trademark, brand logo, web domain, customer list, device firmware and software, and product blue prints.
Biggest changeIf current expectations of future growth rates and margins are not met, if market factors outside of our control, such as discount rates, change, or if management’s expectations or plans otherwise change, then our intangible might become impaired in the future. 25 Table of Contents Our intangible asset balance consists of our patented process to develop germinated whole grain wheat flour and hydroxyl generation systems, including the associated R&D, trademark, brand logo, web domain, customer list, device firmware and software, and product blueprints.
See “Cautionary Note Regarding Forward-Looking Statements.” You should review the “Risk Factors” section of this Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
See “ Cautionary Note Regarding Forward-Looking Statements. ” You should review the “ Risk Factors ” section of this Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties.
Certain statements in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, include forward-looking statements that involve risks and uncertainties.
Equity-linked instruments The fair value of the Company’s warrants is determined in accordance with FASB ASC 820, “Fair Value Measurement,” which establishes a fair value hierarchy that prioritizes the assumptions (inputs) to valuation techniques used to price assets or liabilities that are measured at fair value.
Fair Value Measurements The Company measures fair value in accordance with FASB ASC 820, “ Fair Value Measurement ,” which establishes a fair value hierarchy that prioritizes the assumptions (inputs) to valuation techniques used to price assets or liabilities that are measured at fair value.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Prospective investors should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this Annual Report.
Item 7. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations should be read together with our historical financial statements and the notes to those statements and other financial information included elsewhere in this Annual Report.
The Company’s ability to fund operations and make planned capital expenditures and debt service obligations depends on future operating performance and cash flows, which are subject to prevailing economic conditions, financial markets, business and other factors.
Our ability to fund operations and make planned capital expenditures and debt service obligations depends on future operating performance and cash flows, which are subject to prevailing economic conditions, financial markets, business and other factors. As discussed above, the Offering has provided us with approximately $10.0 million of working capital.
The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the asset group. Fair value has been determined using an income approach. Fair value determinations of intangible assets require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors.
The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the asset group. Fair value has been determined using an income approach.
In addition, future changes in tax laws could limit the ability of the Company to obtain tax deductions in future periods. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the reporting date could be impacted.
To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the reporting date could be impacted. The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. Off Balance Sheet Arrangements None.
Deferred tax assets, including those arising from tax loss carryforwards, requires management to assess the likelihood that the Company will generate sufficient taxable earnings in future periods in order to utilize recognized deferred tax assets. Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows.
Income Taxes Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted at period-end. Deferred tax assets, including those arising from tax loss carryforwards, requires management to assess the likelihood that the Company will generate sufficient taxable earnings in future periods in order to utilize recognized deferred tax assets.
Estimating whether our long-lived assets are recoverable requires us to make assumptions and estimates regarding our future plans, as well as industry, economic, and regulatory conditions. These assumptions and estimates include estimated future annual net cash flows, discount rates, growth rates, contributory asset charges, and other market factors.
Fair value determinations of intangible assets require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors. Estimating whether our long-lived assets are recoverable requires us to make assumptions and estimates regarding our future plans, as well as industry, economic, and regulatory conditions.
In 2024, other loss consisted only of the loss on disposal of fixed assets in the period. ● An decrease in other income of $57,148, which relates to interest income on cash held in bank accounts. 42 Critical Accounting Estimates Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.
In any given reporting period, our actual results may differ from the estimates, judgments and assumptions used in preparing our consolidated financial statements. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.
Removed
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 Revenues During the year, the Company sold and delivered its first shipment of hydroxyl generating devices. The shipment consisted of 5 units for gross sales of $40,845. The Company sells its products directly to customers and indirectly to customers through sales brokers.
Added
BUSINESS OVERVIEW For a complete discussion of our business, see Part I, Item 1. “Business” of this Annual Report. RECENT DEVELOPMENTS Validator Infrastructure In January 2026, we launched our proprietary validator infrastructure, enabling third-party delegators to stake AVAX at competitive costs while generating revenue through delegation fees.
Removed
During the fourth quarter of 2024, the Company generated $26,572 of digital assets from its crypto asset production operations. Operating Expenses Operating expenses primarily consist of wages and salaries, professional fees, consulting, office and administration, investor and public relations, research and development, and share-based compensation.
Added
This infrastructure strengthens operational control, improves capital efficiency and creates an incremental, protocol-native revenue stream. Share Repurchase Program In November 2025, the Company’s board of directors authorized a share repurchase program (the “Repurchase Program”) under which the Company may repurchase up to $40 million of its outstanding common shares, for a period of 12 months, subject to contractual requirements.
Removed
Operating expenses decreased in the year ended December 31, 2024 as compared to December 31, 2023 by $774,813 or 6.95% primarily due to the following: ● Professional fees and consulting decreased by $533,953 and $857,736, respectively due to a significant decrease in M&A spending during 2024 as a result of the Company focusing on organic growth of currently active ventures and acquisition of crypto production assets. ● Investor and public relations expenses decreased by $174,233 due to fewer investor and public relations advisory services utilized in 2024 for communication. ● Wages and salaries decreased by $660,665 due to a reduction in staff head count in 2024. ● Travel and entertainment decreased by $42,357 due to a reduction in travel for foreign business development. ● Sales and marketing decreased by $80,201 due to significant reductions in sales and marketing.
Added
The board of directors will periodically review the Company’s Repurchase Program and may decide to extend its term or increase the authorized amount. As of December 31, 2025, the Company has repurchased 183,346 shares in the open market for a total cost of $257,964 pursuant to the Repurchase Program.
Removed
During 2023 there funds were spent on website upgrades, social media campaigns, and market testing. Fewer similar expenditures were incurred in 2024. ● Share based compensation decreased by $453,991 due to a significant number of option forfeitures from lower staff head count. ● Lease expense decreased $229,793 due to the termination of the Company’s long term office lease in 2023.
Added
From January 1, 2026 to March 24, 2026, the Company repurchased 3,090,038 of common shares in the open market for a total cost of $2,868,398. 20 Table of Contents Acquisitions and Dispositions In January 2025, we acquired the assets of Bald Eagle Mining, LLC (“Bald Eagle”), located in Columbiana Country, Ohio, for a total purchase price of $4,765,000.
Removed
The Company moved to a virtual office in 2024 to reduce costs. ● Office and administrative costs decreased by $372,415 due to a lower number of employees and contractors employed by the Company in 2024. ● Write down of construction in progress deposit decreased by $1,963,304, as no similar expense was recorded in 2024. ● Write off of inventory increased by $38,470 due to the write off of expired UnThink Inventory during 2024. ● Legal settlement expense increased by $111,196 during 2024 due to a settlement reached in one of the Company’s legal claims. ● Write off of deposit increased by $50,000 due to the write-off of a construction deposit for a facility construction project that the Company is no longer progressing.
Added
Bald Eagle is a Bitcoin Mining facility, powered by 5MW of flared natural gas energy, which at the time of the acquisition supported over 900 Bitcoin Mining units. Subsequent to the acquisition, we increased the number of mining units from 900 to 1,662.
Removed
This was partially offset by the following: ● Impairment loss on intangible assets increased by $4,137,271 due to an impairment on the UN(THINK) intangible asset, none for 2023. ● Research and development increased by $204,765 increased funds spent on R&D for RCS product development after the acquisition of RCS in 2024. ● Shareholder and regulatory increased $44,307 due to increased AGM services obtained during the 2024 AGM. ● Repairs and maintenance expense increased by $20,610 due to the required repairs to the Company’s crypto production assets, none in 2023.
Added
In December 2025, we entered into a letter of intent, with an unrelated third party, to sell the Manna IP for a purchase price of $1,550,000 (the “Purchase Price”).
Removed
Other Expenses / (Income) Other expense for the year ended December 31, 2024 increased due to the following: ● Change in fair value of derivative liabilities decreased by $7,968,356. The gain on changes in fair value of derivative liabilities has decreased significantly due to a larger decrease in the value of the Company’s warrants and convertible debt features from 2023.
Added
Based on the Purchase Price, we determined the Manna IP asset was impaired as of December 31, 2025 and recorded an impairment charge totalling $5,110,592 which is reflected in the accompanying consolidated statements of comprehensive loss as intangible asset impairment.
Removed
The decrease in AGRI’s share price continued in 2024, resulting in an additional gain in 2024, however the decrease was less significant than in 2023. ● Loss on conversion of convertible debt increased by $437,128 as investors converted significant amounts of convertible debentures due to the first triggering of the down round feature in 2024, as well as the repayments in 2024 being entirely comprised of share issuance in lieu of cash.
Added
Reverse Stock Splits In July 2025, the Company effected a one-for-nine reverse stock split of the Company’s issued and outstanding common shares (the “2025 Reverse Split”). As a result of the 2025 Reverse Split, every nine shares of the Company’s old common shares were converted into one share of the Company’s new common shares.
Removed
These resulted in a net loss on conversion. ● Loss on debt extinguishment increased by $2,124,371 due to the down round triggers in 2024, a significant amount of convertible debentures were converted and resulted in a greater than 10% change in the present value of future cash flows.
Added
Fractional shares resulting from the 2025 Reverse Split were sold at the then-prevailing price on the open market, with the proceeds being distributed on a pro rata basis to the impacted shareholders.
Removed
This resulted in recording a debt extinguishment. ● Change in fair value of long-term investment increased by $97,488. The investment in RCS decreased from 14% to Nil when RCS was fully acquired by the Company in Q3, 2024. RCS’s assets were fully acquired, accounting for a partial investment was no longer required.
Added
The 2025 Reverse Split automatically and proportionately adjusted all issued and outstanding shares of the Company’s common shares, as well as convertible debentures, convertible features, pre-funded warrants, options and warrants outstanding at the time of the date of the 2025 Reverse Split.
Removed
This was partially offset by the following: ● Accretion interest on debentures decreased by $4,984,577 due to the settlement of several tranches of convertible debentures during the year.
Added
The exercise price on outstanding equity-based grants was proportionately increased, while the number of shares available under the Company’s equity-based plans was proportionately reduced. Share and per share data (except par value) for the periods presented reflect the effects of the 2025 Reverse Split.
Removed
The debenture balance decreased to $1,443,209 in December 2024 when compared to the outstanding balance of $4,084,643 in December 2023, due to significant conversions and extinguishments in the year, therefore significantly less accretion interest was recorded. ● The gain on extinguishment of warrant liability of $14,769 relates to the expiry of IPO warrants on July 16, 2024.
Added
References to numbers of common shares and per share data in the accompanying financial statements and notes thereto for periods ended prior to July 28, 2025, have been adjusted to reflect the 2025 Reverse Split on a retroactive basis.
Removed
No similar expiries occurred in 2023. ● Foreign exchange loss decreased by $279,229 due to a stronger USD during 2024, as cash is held primarily in USD, while expenses are incurred in CAD. ● A decrease of $101,432 in other loss.
Added
Foreign Currency Transactions The financial statements of the Company and its subsidiaries whose functional currencies are the local currencies are translated into USD for consolidation as follows: assets and liabilities at the exchange rate as of the balance sheet date, shareholders’ equity at the historical rates of exchange, and income and expense amounts at the average exchange rate for the period.
Removed
If current expectations of future growth rates and margins are not met, if market factors outside of our control, such as discount rates, change, or if management’s expectations or plans otherwise change, then our intangible might become impaired in the future.
Added
Translation adjustments resulting from the translation of the subsidiaries’ accounts are included in “Accumulated other comprehensive loss” as equity in the consolidated balance sheets. Transactions denominated in currencies other than the applicable functional currency are converted to the functional currency at the exchange rate on the transaction date.
Removed
While there was no single determinative event or factor, the consideration in totality of several factors that developed during the third quarter of 2024 led us to conclude that it was possible that the fair value of our intangible asset was below their carrying amounts.
Added
At period end, monetary assets and liabilities are remeasured to the reporting currency using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are remeasured at historical exchange rates. Gains and losses resulting from foreign currency transactions are included within non-operating expenses.
Removed
These factors included: (i) a sustained decrease in our share price in 2024, which reduced our market capitalization below the book value of net assets; (ii) lack of financing raised during 2024 due to the economic environment (iii) delays in the launch of the sale of our UN(THINK) flour; Accordingly, we performed an impairment test on our intangible assets as of September 30, 2024 based on the asset’s fair value based discounted future cash flows.
Added
As of April 1, 2025, the functional currency of the Company was changed from Canadian dollars (“CAD”) to USD due to a change in the primary economic environment in which the Company operates. The majority of the Company’s executive leadership and operations are located in the United States.
Removed
As a result of our impairment test, we determined that an intangible asset was impaired as of September 30, 2024. We recorded impairment on the intangible asset.
Added
The majority of revenue generation, expenditures, cash flows, financing, and contractual terms are denominated in USD. STATUS AS AN EMERGING GROWTH COMPANY On April 5, 2012, the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, was enacted.
Removed
The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815, Derivatives and Hedging (“ASC 815”), which provides that if three criteria are met, the Company is required to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments.
Added
Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards.
Removed
These three criteria include circumstances in which; (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract; (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur; and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.
Added
In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
Removed
ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.” The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” The debenture conversion features are categorized as a Level 3 financial instrument.
Added
We have irrevocably elected to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for private companies.
Removed
The Company utilized the Monte Carlo option-pricing for valuing the convertible features. The First, Second, Third, Fourth, Fifth, Sixth, and Seventh Tranche of Debenture Warrants, collectively (the “Debenture Warrants”) are categorized as a Level 3 financial instrument. The Company utilized the Monte Carlo option-pricing model to value the Debenture Warrants.
Added
We are in the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements provided by the JOBS Act.
Removed
The most subjective assumptions in such option pricing models include the implied volatility, expected term, risk-free rate and the probability of triggering the down-round provisions.
Added
Subject to certain conditions set forth in the JOBS Act, as an “emerging growth company,” we intend to rely on certain of these exemptions from, without limitation, (i) providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act and (ii) complying with any requirement that may be adopted by the Public Company Accounting Oversight Board (PCAOB) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis.
Removed
Share Based Compensation The Company uses the straight-line method to allocate compensation cost to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of stock-based awards to employees and directors using the Black-Scholes option-valuation model (the “Black-Scholes model”).
Added
We will remain an “emerging growth company” until the earliest of (a) the last day of our fiscal year following the 5th anniversary of the closing of our initial public offering, (b) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (c) the last day of our fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, or Exchange Act (which would occur if the market value of our equity securities that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter), or (d) the date on which we have issued more than $1 billion in nonconvertible debt during the preceding three-year period. 21 Table of Contents TRENDS AND UNCERTAINTIES IMPACTING OUR BUSINESS AND INDUSTRY Digital Assets We generate revenue from blockchain-based operations, comprised of two primary sources: (i) staking rewards earned from delegating and validator node operations, primarily Avalanche blockchain (“Avalanche Protocol”) and (ii) the production of digital assets through mining activities, primarily Bitcoin (“Bitcoin Mining”).
Removed
This model incorporates certain assumptions for inputs including a risk-free market interest rate, expected dividend yield of the underlying common stock, expected option life, and expected volatility in the market value of the underlying common stock.
Added
We commenced our digital asset strategy with regards to the Avalanche Protocol in the fourth quarter of 2025 with our transition to AVAX One and with regards to Bitcoin Mining in the fourth quarter of 2024 with the acquisition of our first Bitcoin Mining facility. We currently own and operate three Bitcoin Mining facilities.
Removed
The Company recognizes any forfeitures as they occur. 43 Income Taxes Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted at period-end.
Added
Our digital assets were comprised of the following as of December 31, 2025 and 2024, which value may be materially impacted as the market value of digital assets fluctuates.
Removed
The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. Liquidity and Capital Resources The Company’s primary need for liquidity is to fund working capital requirements, capital expenditures, and general corporate purposes.
Added
December 31, 2025 December 31, 2024 Quantity Cost Basis Fair Value Quantity Cost Basis Fair Value AVAX tokens 12,409,212.272 $ 160,039,924 $ 152,509,109 - $ - $ - Bitcoin 13.272 1,396,934 1,161,251 0.270 28,414 26,282 Total digital assets $ 161,436,858 $ 153,670,360 $ 28,414 $ 26,282 Management believes, given our recent investments, coupled with our relative position and liquidity, we are well-positioned to execute on our long-term growth strategy.
Removed
We recorded a net loss of $16,274,815 for the year ended December 31, 2024 compared to $11,733,210 for the year ended December 31, 2023; and recorded an accumulated deficit of $60,782,119 as of December 31, 2024 ($44,507,304 – as of December 31, 2023).
Added
Energy Cost Energy cost is one of the most significant cost drivers for Bitcoin Mining operations and these costs can be highly volatile and sensitive to geopolitical events and weather conditions, such as winter storms and earthquakes, which impact supply and demand for power regionally.
Removed
Net cash used in operating activities for the year ended December 31, 2024 was $5,271,278 compared to $6,505,072 for the year ended December 31, 2023. The Company had $489,868 in cash as at December 31, 2024 as compared to $3,878,578 as at December 31, 2023.
Added
We believe these costs are effectively managed through our power purchase agreement which allow us to obtain natural gas required to generate power at our mining facilities at favorable prices.
Removed
Our future capital requirements will depend on many factors, including: ● the cost and timing of our regulatory activities, especially the process to obtain regulatory approval for our intellectual properties in the U.S. and foreign countries; ● the costs of R&D activities we undertake to further develop our technology; ● the costs of constructing our grow houses, including any impact of complications, delays, and other unknown events; ● the costs of commercialization activities, including sales, marketing and production; ● the costs of our mergers and acquisitions activity; ● the level of working capital required to support our growth; and ● our need for additional personnel, information technology or other operating infrastructure to support our growth and operations as a public company. 44 The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
Added
Though energy prices are less predictable, our power purchase agreement gives us greater flexibility and ability to actively manage the energy we consume with the goal of increasing energy efficiency and profitability. Concentrations and Current Vulnerability Our principal activities consist primarily from investing, staking and evaluating digital tokens technologies that run on the Avalanche public blockchain network.
Removed
The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. The Company is at an early stage of development.
Added
Due to the current nature of our operations and the scale of business transacted on the Avalanche Network, a concentration could potentially result in a vulnerability.
Removed
As such it is likely that additional financing will be needed by the Company to fund its operations and to develop and commercialize its technology. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
Added
The concentration and potential associated vulnerabilities include, but are not limited to: ● A decline in, or loss of, staking rewards earned from the staking of AVAX tokens delegated to one or more validator nodes on the network, ● A decline in, or loss of, our AVAX holdings and its utility to the Avalanche Network and a source of liquidity for our business, and ● Disruption to the nature and extent of the business plan should the Avalanche public blockchain network fail or become redundant due to technological obsolescence or regulatory action.
Removed
For the next twelve months from issuance of these financial statements, the Company will seek to obtain additional capital through the sale of debt or equity financings or other arrangements to fund operations; however, there can be no assurance that the Company will be able to raise needed capital under acceptable terms, if at all.
Added
The AVAX token performs various functions within the Avalanche ecosystem, including incentivizing network security and functionality and acting as the payment currency on the primary network.
Removed
The sale of additional equity may dilute existing shareholders and newly issued shares may contain senior rights and preferences compared to currently outstanding common shares. Issued debt securities may contain covenants and limit the Company’s ability to pay dividends or make other distributions to shareholders.
Added
Therefore, this concentration may result in vulnerability to a near-term severe impact, and at least possible that there could be events outside of our control that may result in a severe impact in the near term.
Removed
If the Company is unable to obtain such additional financing, future operations would need to be scaled back or discontinued. Due to the uncertainty in the Company’s ability to raise capital, management believes that there is substantial doubt in the Company’s ability to continue as a going concern for twelve months from the issuance of these financial statements.
Added
As a result, of the foregoing, we believe a concentration exists as of the date of these financial statements, and a dissolution of the Avalanche Foundation or an inability of the Avalanche public blockchain network and/or AVAX tokens to function as expected, could result in near-term severe impacts to our business.
Removed
Cash Flows The net cash used by operating activities for the year ended December 31, 2024 was $5,271,278 compared to $6,505,072 for the year ended December 31, 2023.

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