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What changed in ALT5 Sigma Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of ALT5 Sigma Corp'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.

+295 added−865 removedSource: 10-K (2026-04-13) vs 10-K (2025-03-28)

Top changes in ALT5 Sigma Corp's 2025 10-K

295 paragraphs added · 865 removed · 143 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

42 edited+17 added−384 removed5 unchanged
Biggest changeHTTPS) ▪ Cold Storage Wallet Management ▪ Encrypted User Information ▪ Two Factor authentication 5 Table of Contents Trading Features ▪ Multiple available views, including price chart, depth chart, order book and recent trades ticker. ▪ Live order book displays buy and sell orders with live spread calculation. ▪ Six chart styles including line, bar, area and candles. ▪ Ability to set custom chart durations ranging from one minute to years ▪ Ability to customize color and styles of bars, borders, wicks, price lines, backgrounds and grid ▪ Multiple scale styles including auto, percentage and logarithmic ▪ Ability to report block trade Integrated ability to save current chart view to jpeg ▪ 58 available indicators including linear ▪ Regression curves, moving averages and oscillators ▪ Ability to draw custom trendlines, pitchforks, and more that scales and move with chart. ▪ 11 available trendlines styles including rays, angles and arrows ▪ 18 available pitchforks styles including pitchforks, Gann boxes, and Fibonacci’s ▪ 9 available brushes including ellipses, triangles and rectangles ▪ 12 available test box styles including flag marks, arrows and price labels ▪ 14 available pattern descriptors including cypher, ABCD and Elliott formations ▪ 9 available forecasting markers including bars, ghosts, spreads and areas ▪ 300+ available icons to markup charts. ▪ Custom area measurement tool to find duration percentage change and price change Automatic calculation of fees included in order price ▪ Multiple custom user reports including trade activity, transaction activity, and treasury activity Competition The digital assets market for our ALT5 Prime and ALT5 Pay products and services is a relatively new industry and only a hand full of companies have emerged as recognized brands providing exchange or trading platforms such as Coinbase, Kraken, and Binance.
Biggest changeHTTPS) ■ Built in protection against brute force denial of service (DoS) and distributed denial of service (DDoS) attacks and active whitelist/blacklist management control. ■ Cold Storage Wallet Management ■ Encrypted User Information ■ Two Factor authentication Trading Features ■ Multiple available views, including price chart, depth chart, order book and recent trades ticker. ■ 11 available trendlines styles including rays, angles and arrows ■ Live order book displays buy and sell orders with live spread calculation. ■ 18 available pitchforks styles including pitchforks, Gann boxes, and Fibonacci’s ■ Six chart styles including line, bar, area and candles. ■ 9 available brushes including ellipses, triangles and rectangles ■ Ability to set custom chart durations ranging from one minute to years ■ 12 available test box styles including flag marks, arrows and price labels ■ Ability to customize color and styles of bars, borders, wicks, price lines, backgrounds and grid ■ 14 available pattern descriptors including cypher, ABCD and Elliott formations ■ Multiple scale styles including auto, percentage and logarithmic ■ 9 available forecasting markers including bars, ghosts, spreads and areas ■ Ability to report block trade Integrated ability to save current chart view to jpeg ■ 300+ available icons to markup charts. ■ 58 available indicators including linear ■ Custom area measurement tool to find duration percentage change and price change Automatic calculation of fees included in order price ■ Regression curves, moving averages and oscillators ■ Multiple custom user reports including trade activity, transaction activity, and treasury activity ■ Ability to draw custom trendlines, pitchforks, and more that scales and move with chart. 6 Table of Contents StrataCarte StrataCarte is a next-generation payment solutions provider offering multi-currency, fiat payment card services, along with crypto-enabled capabilities through its existing integration with the ALT5 Subsidiary platform.
The company intends on concentrating its marketing efforts in the United States and Canada as well as establish partnerships in other markets such as Europe, and Asia. Revenue Model ALT5 Sigma generates revenue through three main line items. 1. Installation or a onetime setup fee, which may vary depending on size and depth of installation. 2.
ALT5 Sigma Canada intends on concentrating its marketing efforts in the United States and Canada as well as establish partnerships in other markets such as Europe, and Asia. Revenue Model ALT5 Sigma Canada generates revenue through three main line items. 1. Installation or a onetime setup fee, which may vary depending on size and depth of installation. 2.
The global target market for ALT5 Sigma Canada group of companies are banks, broker dealers, funds, family offices, proprietary trading firms, liquidity providers, financial information providers, and merchants. Business Model/ Revenue Model The Company obtains its revenue from initial installation fees or setup fees, monthly maintenance fees, spreads and transaction commissions fees.
The global target market for ALT5 Sigma Canada group of companies are banks, broker-dealers, funds, family offices, proprietary trading firms, liquidity providers, financial information providers, and merchants. Business Model/ Revenue Model ALT5 Sigma Canada obtains its revenue from initial installation fees or setup fees, monthly maintenance fees, spreads, and transaction commissions fees.
On March 9, 2023, we entered into a Stock Purchase Agreement (the “Recycling Purchase Agreement”) with VM7 Corporation, a Delaware corporation (“VM7”), under which it agreed to acquire all of the outstanding equity interests of the Recycling Subsidiaries. The principal of VM7 is Virland A. Johnson, our Chief Financial Officer.
On March 9, 2023, we entered into a Stock Purchase Agreement (the “Recycling Purchase Agreement”) with VM7 Corporation, a Delaware corporation (“VM7”), under which it agreed to acquire all of the outstanding equity interests of the Recycling Subsidiaries. The principal of VM7 is Virland A. Johnson, our former Chief Financial Officer.
These platforms target the retail digital asset investors but currently account for the largest trading volume in dollar equivalent and number of coins traded.
These platforms primarily target the retail digital asset investors but currently account for the largest trading volume in dollar equivalent and number of coins traded.
Depending on their geographic location, registered and approved Customers may buy and sell a number of digital assets including, but not limited to: 3 Table of Contents Symbol Name Symbol Name Symbol Name AAVE Aave DASH Dash SNX Synthetix APE Apecoin DOGE Dogecoin SOL Solana ADA Cardano DOT Polkadot SUSHI Sushiswap ALGO Algorand ETH Ethereum TRUMP Official Trump ATOM Cosmos FTM Fantom / Sonic TRX Tron AU AutoCrypto HKD HongKongDao UNI Uniswap AVAX Avalanche LINK Chainlink USDC USD Coin BCH Bitcoin-Cash LTC Litecoin USDT Tether USD BNB BNB MANA Decentraland UST TerraClassicUSD BSV Bitcoin SV MATIC Polygon XLM Stellar BTC Bitcoin MKR Maker XRP Ripple BTCN BitcoinNote MXN Moneta Digital XTZ Tezos COMP Compound QNT Quant YFI Yearn.finance DAI Dai SHIB Shiba-inu ALT5 Prime screen sample: ALT5 Pay ALT5 Pay is a crypto currency payment gateway enabling registered and approved global merchants to accept and make crypto currency payments or integrate the payment platform into their application or operations using the plug in with WooCommerce and or the company’s checkout widgets and APIs.
Depending on their geographic location, registered and approved customers may buy and sell a number of digital assets including, but not limited to: Symbol Name Symbol Name Symbol Name AAVE Aave DASH Dash SNX Synthetix APE Apecoin DOGE Dogecoin SOL Solana ADA Cardano DOT Polkadot SUSHI Sushiswap ALGO Algorand ETH Ethereum TRUMP Official Trump ATOM Cosmos FTM Fantom / Sonic TRX Tron AU AutoCrypto HKD HongKongDollar UNI Uniswap AVAX Avalanche LINK Chainlink USDC USD Coin BCH Bitcoin-Cash LTC Litecoin USDT Tether USD BNB BNB MANA Decentraland UST TerraClassicUSD BSV Bitcoin SV MATIC Polygon XLM Stellar BTC Bitcoin MKR Maker XRP Ripple BTCN BitcoinNote MXN Moneta Digital XTZ Tezos COMP Compound QNT Quant YFI Yearn.finance DAI Dai SHIB Shiba-inu 4 Table of Contents ALT5 Prime screen sample: ALT5 Pay ALT5 Pay is a cryptocurrency payment gateway enabling registered and approved global merchants to accept and make cryptocurrency payments or integrate the payment platform into their application or operations using plugins for WooCommerce and/or the company’s checkout widgets and APIs.
Therefore, we anticipate that our main target market, FINRA broker-dealers, will aggregate 90% of the daily trading volume, representing $342 billion of daily trading volume or $124.8 trillion in annual trading volume and potential revenues of $8.64 billion. According to a McKinsey report, the global payments industry revenue reached $2.1 trillion in 2021.
Therefore, we anticipate that our main target market, FINRA broker-dealers, will aggregate 90% of the daily trading volume, representing $342 billion of daily trading volume or $124.8 trillion in annual trading volume and potential revenues of $8.64 billion. According to a McKinsey report, the global payments industry revenue reached $2.5 trillion in 2025.
Through March 8, 2023, the Company operated its discontinued legacy businesses through its Recycling Subsidiaries, consisting of: (a) ARCA Recycling, Inc., a California corporation (“ARCA Recycling”), (b) ARCA Canada Inc., a corporation organized under the laws of Ontario, Canada (“ARCA Canada”), and (c) Customer Connexx, LLC, a Nevada limited liability company (“Connexx”).
Through March 8, 2023, the Company operated its legacy businesses, which are now discontinued operations, through its Recycling Subsidiaries, consisting of: (a) ARCA Recycling, Inc., a California corporation (“ARCA Recycling”), (b) ARCA Canada Inc., a corporation organized under the laws of Ontario, Canada (“ARCA Canada”), and (c) Customer Connexx, LLC, a Nevada limited liability company (“Connexx”).
Our Clients Our products and services are marketed to banks, broker dealers, funds, family offices, proprietary trading firms, liquidity providers, financial information providers, payment processing partners and merchants. The Company has a total of approximately 1,900 corporate clients’ customers located in 50 countries.
Our Clients Our products and services are marketed to banks, broker-dealers, funds, family offices, proprietary trading firms, liquidity providers, financial information providers, payment processing partners, and merchants. The Company has approximately 1,900 corporate customers located in 50 countries.
ALT5 Sigma, Inc., operates two distinct wholly owned subsidiaries, ALT5 Sigma Canada Inc., and ALT5 Securities Inc. ALT5 Sigma Canada Inc., provides next generation blockchain-powered technologies for tokenization, trading, clearing, settlement, payment and custodianship of digital assets through its wholly owned subsidiaries.
ALT5 Sigma Canada Inc. provides next-generation, blockchain-powered technologies for tokenization, trading, clearing, settlement, payment, and custodianship of digital assets through its wholly-owned subsidiaries.
Looking ahead, the Boston Consulting Group (BCG) projects that global payments revenues will continue to grow, albeit at a moderated pace. BCG's Global Payments Report 2023 forecasts an annual growth rate of 6.2%, with revenues expected to reach $2.2 trillion by 2027 ( BCG Global) . This adjustment reflects a combination of market dynamics and macroeconomic factors influencing the industry.
Looking ahead, the Boston Consulting Group (BCG) projects that global payments revenues will continue to grow, albeit at a moderated pace. BCG’s Global Payments Report 2025 forecasts an annual growth rate of 4.0%, with revenues expected to reach $2.35 trillion by 2029 ( BCG Global) . This adjustment reflects a combination of market dynamics and macroeconomic factors influencing the industry.
This growth is driven by increasing adoption of cryptocurrencies and advancements in payment technologies. Sales and Marketing ALT5 Sigma has outsourced a portion of its sales and business development to resellers. It is the company’s strategy to target its primary market through conferences, tradeshows, direct mailing and other digital advertising.
This growth is driven by increasing adoption of cryptocurrencies and advancements in payment technologies. 7 Table of Contents Sales and Marketing ALT5 Sigma Canada has outsourced a portion of its sales and business development to resellers. It is our strategy to target its primary market through conferences, tradeshows, direct mailing, and other digital advertising.
The Company further believes that retail and institutional investors will continue to seek advice, trade execution, and safekeeping of their assets, including digital assets such as Bitcoin, through their FINRA-registered broker-dealers.
ALT5 Sigma Canada further believes that retail and institutional investors will continue to seek advice, trade execution, and safekeeping of their assets, including digital assets such as Bitcoin, through their FINRA-registered broker-dealers.
The release properties of JAN123 provide for an immediate release of less than half the product with a slow, sustained release of the remaining product. Importantly, the rapid release of LDN has been reported to lead to vivid and lucid unpleasant dreams, which should be eliminated with the formulation of JAN123.
The release properties of JAN123 provide for an immediate release of a portion of the product with a slow, sustained release of the remaining drug candidate. Importantly, the rapid release of LDN has been reported to lead to vivid and lucid unpleasant dreams, which should be eliminated with the formulation of JAN123.
ARCA Recycling and ARCA Canada recycle major household appliances in North America by providing turnkey appliance recycling and replacement services for utilities and other sponsors of energy efficiency programs. Connexx is a company that provides call center services for recycling businesses.
ARCA Recycling and ARCA Canada recycled major household appliances in North America by providing turnkey appliance recycling and replacement services for utilities and other sponsors of energy efficiency programs. Connexx was a company that provided call center services for recycling businesses.
Merchants have the option to automatically convert to US dollars, Canadian Dollars, Euros and/or British Pound or hold the digital assets. 4 Table of Contents ALT5 Pay screen sample: Technology ▪ Ability to offer multiple digital assets ▪ Support 24/7 ▪ Complete backend control through customizable administration dashboard. ▪ Audit trades for clients ▪ Automated trade confirmation email and customized Monthly statements ▪ Ability to place edit and cancel limit orders into order book via API ▪ Unlimited Accounts per user ▪ Accept fiat deposits (USD, CAD, EUR and GBP). ▪ Supported order types including market, limit and stop ▪ Endpoints supporting connections to trading interfaces, API, and related user-directed systems ▪ Integrated system to document customer KYC for onboarding process ▪ Connect to FIX, Binary, WebSocket, REST and custom APIs. ▪ Run reports, transactions, treasury ▪ Unlimited user profile Security ▪ Global setting protections in force to prevent unauthorized account activity, including unusual withdrawal requests. ▪ All platform data is replicated and backed up in real-time. ▪ Built in protection against brute force denial of service (DoS) and distributed denial of service (DDoS) attacks and active whitelist/blacklist management control. ▪ Internal Service interaction utilize separate authentication contexts and are not exposed to the Internet ▪ All website data is transmitted via encrypted transport layer security (TLS) connections (i.e.
ALT5 Pay screen sample: Technology ■ Ability to offer multiple digital assets ■ Accept fiat deposits (USD, CAD, EUR and GBP). ■ Support 24/7 ■ Supported order types including market, limit and stop ■ Complete backend control through customizable administration dashboard. ■ Endpoints supporting connections to trading interfaces, API, and related user-directed systems ■ Audit trades for clients ■ Integrated system to document customer KYC for onboarding process 5 Table of Contents ■ Automated trade confirmation email and customized Monthly statements ■ Connect to FIX, Binary, WebSocket, REST and custom APIs. ■ Ability to place edit and cancel limit orders into order book via API ■ Run reports, transactions, treasury ■ Unlimited Accounts per user ■ Unlimited user profile Security ■ Global setting protections in force to prevent unauthorized account activity, including unusual withdrawal requests. ■ Internal Service interaction utilize separate authentication contexts and are not exposed to the Internet ■ All platform data is replicated and backed up in real-time. ■ All website data is transmitted via encrypted transport layer security (TLS) connections (i.e.
On August 14, 2019, ALT5 Sigma Canada Inc., acquired 100% of Miningcrypt Inc., a Canadian crypto currency mining company, and on November 25, 2019, Miningcrypt Inc., changed its name to ALT5 AI Inc. On October 31, 2020, due to a severe storm, the mining equipment suffered fatal damages and the mining operations ceased.
On August 14, 2019, ALT5 Sigma Canada Inc., acquired 100% of Miningcrypt Inc., a Canadian cryptocurrency mining company, and, on November 25, 2019, Miningcrypt Inc., changed its name to ALT5 AI Inc. On October 31, 2020, due to a severe storm, the mining equipment suffered catastrophic damage and all mining operations ceased.
Customers can purchase digital assets with fiat and, equally, can sell digital assets and receive fiat. ALT5 Prime is available through a browser-based access, mobile phone application named “ALT5 Pro” that can be downloaded from the Apple App Store, from Google Play, through ALT5 Prime’s FIX API, as well as through Broadridge Financial Solutions’ NYFIX gateway for approved customers.
ALT5 Prime is available through a browser-based application, a mobile phone application named “ALT5 Pro” that can be downloaded from the Apple App Store, and Google Play, through ALT5 Prime’s FIX API, as well as through Broadridge Financial Solutions’ NYFIX gateway for approved customers.
The Company entered into a Share Exchange and Reorganization Agreement on March 21, 2018 with Société AVA Inc., a Canadian corporation, and as a result Société AVA Inc. became a wholly owned subsidiary of the Company. On March 28, 2018 the Company changed the name of Société AVA Inc. to ALT5 Sigma Canada Inc.
On March 21, 2018, it entered into a Share Exchange and Reorganization Agreement with Société AVA Inc., a Canadian corporation, and, as a result, Société AVA Inc. became a wholly-owned subsidiary of ALT5 Sigma.
Historical Transaction Volume, Revenue, Profit ALT5 Sigma, Inc., transaction volume reached a cumulative of $4.5 billion since inception and more specifically was $39.0 million in 2020, $442.0 million in 2021, $743.0 million in 2022 and has $1.1 billion in 2023 and $2.2 billion in 2024 with corresponding consolidated revenue of $12.5 million and profit of $0.7 million in revenue and $4.3 million in net loss for 2020, $3.5 million in revenue and $12.3 million in net loss for 2021, $9.1 million and $0.5 million in net profit for 2022 and $11.9 million in revenue and $3.4 million in profit for 2023.
Historical Transaction Volume, Revenue, Profit ALT5 Sigma Canada’s, transaction volume reached $8.0 billion cumulatively since inception and more specifically was $39.0 million in 2020, $442.0 million in 2021, $743.0 million in 2022, $1.1 billion in 2023, $2.2 billion in 2024, and $3.5 billion in 2025, with corresponding consolidated revenue of $12.5 million and profit of $0.7 million in revenue and $4.3 million in net loss for 2020, $3.5 million in revenue and $12.3 million in net loss for 2021, $9.1 million and $0.5 million in net profit for 2022, $11.9 million in revenue and $3.4 million in profit for 2023, $15.5 million in revenues and $0.6 million in profit for 2024 and $23.5 million in revenues and $3.3 million in net loss for 2025.
Merchants have the option to convert to fiat currency (US Dollars, Canadian Dollars, Euros, and British Pounds Sterling) automatically or to receive their payment in digital assets. ALT5 Prime is an electronic over-the-counter trading platform that enables registered and approved customers to buy and sell digital assets.
Dollars, Canadian Dollars, Euros, and British Pounds Sterling) automatically or to receive their payment in digital assets. ALT5 Prime is an electronic over-the-counter trading platform that enables registered and approved customers to buy and sell digital assets. Customers can purchase digital assets with fiat and, equally, sell digital assets and receive fiat.
In the fourth quarter of our 2024 fiscal year, our board of directors determined that we would form a new subsidiary and capitalize it with JAN123 and certain of our other biopharma assets.
In the fourth quarter of our 2024 fiscal year, our board of directors (the “Board”) determined that we would form a new subsidiary and capitalize it with JAN123 and certain of our other biopharma assets. Accordingly, we incorporated a Nevada corporation known as Alyea Therapeutics Corporation (“Alyea”).
ALT5 Sigma, Inc. was created by financial industry specialists out of the necessity to provide the digital asset economy with the best practices of the industry and state of the art over-the-counter trading.
ALT5 Sigma, Inc. was created by financial industry specialists to provide the digital asset economy with the best practices of the industry and state-of-the-art over-the-counter trading of technology and services. ALT5 Sigma, Inc., operates two distinct wholly-owned subsidiaries, ALT5 Sigma Canada Inc., and ALT5 Securities Inc.
If calculated at an annualized growth rate of 9%, global payments industry revenue is projected to reach $3.3 trillion in 2026. Specifically, the crypto payment gateway market size is expected to reach $4.12 billion by 2029, growing at a CAGR of 16.8% from $1.19 billion in 2022, according to Maximize Market Research Private Limited.
If calculated at an annualized growth rate of 7%, global payments industry revenue is projected to reach $2.7 trillion in 2026. Specifically, the crypto payment gateway market size is expected to reach $3.5 billion by 2030, growing at a CAGR of 15.6% from $1.5 billion in 2024, according to ResearchandMarkets.com.
Bitcoin continues to lead the digital assets market, maintaining a significant share of the total market capitalization. 6 Table of Contents The Company projects that 3% of assets currently allocated to U.S. equities will transition to digital assets over the next 36 to 60 months.
Bitcoin continues to lead the digital assets market, maintaining a significant share of the total market capitalization. ALT5 Sigma Canada projects that 3% of assets currently allocated to U.S. equities will transition to digital assets over the next 36-to-60 months. Based on the current U.S. equity market capitalization of $72 trillion, this 3% shift represents approximately $2.16 trillion.
In comparison, the global digital assets market experienced substantial growth in 2024, with its market capitalization nearly doubling to approximately $3.91 trillion by mid-December, before consolidating at $3.40 trillion ( Crowdfund Insider) .
This reflects significant growth from previous years, with the U.S. market adding nearly $9 trillion in value in 2025 alone. In comparison, the global digital assets market experienced substantial growth in 2024, with its market capitalization nearly doubling to approximately $3.91 trillion by mid-December, before consolidating at $3.0 trillion ( Coingecko) .
Market Size The Company’s products and services are designed for banks, broker dealers, funds, family offices, proprietary trading firms, liquidity providers, financial information providers, and merchants. Our main target market and focus are FINRA-registered broker dealers and global merchants. According to the most recent information from FINRA, there are 3,712 broker-dealers registered and under FINRA’s supervision, representing 629,112 registered representatives.
Market Size ALT5 Sigma Canada’s products and services are designed for banks, broker-dealers, funds, family offices, proprietary trading firms, liquidity providers, financial information providers, and merchants. Our main target market and focus are FINRA-registered broker dealers, banks, and global merchants.
ALT5 Sigma develops, commercializes products and services based on four key fundamental principles of 1) Safety, Security and Trust, 2) Accessibility 3) Regulations, 4) Transparency: Safety, Security and Trust Develop and deploy products and services that increase our clients and customers' trust in our organization. 1 Table of Contents Accessibility Develop and deploy products and services that are easy to use, accessible everywhere and with no barriers.
ALT5 Sigma develops and commercializes products and services based on four key fundamental principles of (i) Safety, Security, and Trust, (ii) Accessibility (iii) Regulations, and (iv) Transparency: Safety, Security and Trust Develop and deploy products and services that increase our clients and customer’s trust in our organization.
Importantly, the rapid release of LDN has been reported to lead to vivid and lucid unpleasant dreams, which should be eliminated with the formulation of JAN123. Initially, we expect that a single tablet of JAN123 will be administered orally, once a day before sleep, with eventual titration up to two tablets before sleep.
Initially, we expect that a single tablet of JAN123 will be administered orally, once a day before sleep, with eventual titration up to two tablets before sleep.
Fintech Overview ALT5 Sigma, Inc., through its subsidiaries, offers two main platforms to its customers: “ALT5 Pay” and “ALT5 Prime.” ALT5 Pay is a crypto-currency payment gateway that enables registered and approved global merchants to accept and make crypto-currency payments or to integrate the ALT5 Pay payment platform into their application or operations using the plugin with WooCommerce and or ALT5 Pay’s checkout widgets and APIs.
ALT5 Pay is a cryptocurrency payment gateway that enables registered and approved global merchants to accept and make cryptocurrency payments or to integrate the ALT5 Pay payment platform into their application or operations using the plugins with WooCommerce and/or ALT5 Pay’s checkout widgets and APIs. Merchants have the option to convert to fiat currency (U.S.
On February 21, 2020, ALT5 Sigma Canada Inc., formed a wholly owned limited liability company named ALT5 Pro LLC in the country of Saint-Vincent and the Grenadines.
ALT5 AI Inc. is intended to hold intellectual property and develop machine learning and/or artificial intelligence software. ALT5 AI Inc. does not currently have any assets and is not currently in operation. On February 21, 2020, ALT5 Sigma Canada Inc., formed a wholly owned limited liability company named ALT5 Pro LLC in the country of Saint-Vincent and the Grenadines.
ITEM 1. BUSINESS General ALT5 Sigma Corporation, (formerly known as JanOne Inc.) and subsidiaries (collectively, “we,” “us,” the “Company,” or “ALT5”).
ITEM 1. BUSINESS General ALT5 Sigma Corporation (formerly known as JanOne Inc.) and subsidiaries (collectively, “we,” “us,” the “Company,” or “ALT5”). Through our Fintech segment, the Company provides next-generation blockchain-powered technologies for digital asset trading, payments processing and related payment card services.
JAN101 (formerly known as TV1001SR) is a potential treatment for PAD, a vascular disease that affects more than 8.5 million people in the U.S. and more than 60 million people 7 Table of Contents worldwide. We expected to commence Phase IIb/III clinical trials for the treatment of PAD in 2025.
Biotechnology Overview We also hold clinical-stage biopharmaceutical assets focused on novel, non-opioid, and non-addictive therapies to address the large, unmet medical need for the treatment of pain and addiction. JAN101 (formerly known as TV1001SR) is a potential treatment for PAD, a vascular disease that affects more than 8.5 million people in the U.S. and more than 60 million people worldwide.
Organizational Structure Chart 2 Table of Contents Executive Summary ALT5 Sigma, Inc., is a financial services and Fintech holding company. ALT5 Sigma, Inc. was created by financial industry specialists out of the necessity to provide the digital asset economy with the best practices of the industry and state of the art over-the-counter trading of securities.
ALT5 Sigma, Inc. was created by financial industry specialists to provide the digital asset economy with the best practices of the industry and state of the art over-the-counter trading. On May 9, 2025, the Company acquired Fortress II Holdings Ltd. d/b/a Mswipe.
ALT5 Sigma Canada has four wholly owned subsidiaries, ALT5 AI Inc., ALT5 Pro LLC, UAB ALT5 Sigma Prudentia and ALT5 Prudentia s.r.o. ALT5 Sigma Canada group of companies’ products and services are target at business two business (B2B) only and not a retail clientele.
ALT5 Sigma Canada has three wholly-owned subsidiaries, ALT5 AI Inc., ALT5 Pro LLC, and ALT 5 ATM Inc. 3 Table of Contents ALT5 Sigma Canada group of companies’ products and services are targeted to business two business (“B2B”) customers and not retail customers.
Background Corporate History and Organizational Structure ALT5 Sigma, Inc. was formed and incorporated in the State of Delaware on March 5, 2018 under the name Buttonwood ARCA Inc. On March 28, 2018, the Company filed a Certificate of Amendment with the State of Delaware changing our name to ALT5 Sigma.
On March 28, 2018, ALT5 Sigma, Inc,. filed a Certificate of Amendment with the Secretary of State of the State of Delaware changing its name from Buttonwood ARCA Inc. to ALT5 Sigma, Inc. Also, on March 28, 2018, in connection with the Société AVA Inc. transaction, the name of that entity was changed to ALT5 Sigma Canada Inc.
On March 16, 2023, ALT5 Sigma, Inc., formed a wholly owned corporation in the State of New York, by the name of ALT5 Securities Inc. On June 28, 2023, ALT5 Sigma Canada Inc., acquired all of the shares of a company in the Czech Republic by the name of Cypherlynx s.r.o.
On March 16, 2023, ALT5 Sigma, Inc., formed a wholly-owned corporation in the State of New York, named ALT5 Sigma Markets Inc. 2 Table of Contents On May 10, 2024, ALT5 Sigma, Inc. was acquired by JanOne Inc. On April 8, 2025, Alt5 Sigma, Inc., formed a wholly-owned corporation in the State of Wyoming, named Alt5, Inc.
Given that average trading volumes of digital assets have been around 19% of the total market capitalization, this would correspond to daily trading volumes of approximately $1.0 trillion globally and $380 billion in the U.S.
Such reallocation could increase the global digital assets market capitalization to approximately $5.16 trillion. Worldwide average trading volume of all assets is approximately $12-$14 trillion per day. Given that average daily trading volumes of digital assets have been around $162 billion, the digital asset market represents approximately 1.2% of global volume.
As of December 2024, the U.S. equity markets remain the largest globally, with a market capitalization of approximately $63 trillion, accounting for over 50% of the global equity market's value ( Morningstar) . This reflects significant growth from previous years, with the U.S. market adding nearly $11 trillion in value in 2024 alone.
According to the most recent information from FINRA, there are 3,249 broker-dealers registered and under FINRA’s supervision, representing approximately 628,000 registered representatives. As of December 2025, the U.S. equity markets remain the largest globally, with a market capitalization of approximately $72 trillion, accounting for over 50% of the global equity market’s value ( Siblis Research) .
Regulations Deploy and deploy the best practices in the industry to comply with KYC, KYT, AML reporting and always be at the forefront of all regulatory requirements. Transparency Develop and deploy the best practices in financial reporting, as well as best practices in communication of all material events for all stakeholders i.e. customers, shareholders, suppliers and employees.
Transparency Develops best practices in financial reporting, as well as best practices in communication of all material events for all stakeholders, i.e. , customers, shareholders, suppliers, and employees. Background Corporate History and Organizational Structure ALT5 Sigma, Inc. was incorporated in the State of Delaware on March 5, 2018 under the name Buttonwood ARCA Inc.
We are also working with a novel formulation of LDN that we call JAN 123, which includes a biphasic release of the product. The release properties of JAN123 provide for an immediate release of a portion of the product with a slow, sustained release of the remaining product.
We expect to commence Phase IIb/III clinical trials for the treatment of PAD in 2026. We are also working with a novel formulation of Low-dose naltrexone (“LDN”) that we call JAN123, which includes a biphasic release of the drug candidate.
We also determined not to exercise any of our remedies under the Recycling Purchase Agreement so that we could maintain our focus on our clinical-stage biopharmaceutical activities. Corporate and Other Our corporate and other segment consists of certain corporate general and administrative costs. Employees As of December 28, 2024, the Company had 10 employees, all of whom were full-time.
Corporate and Other Our Corporate and Other segment consists of certain corporate general and administrative costs. 8 Table of Contents Employees As of December 27, 2025, the Company had 16 employees, 15 of whom were full-time, and one was part-time.
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Through our Fintech segment, the Company provides next generation blockchain-powered technologies to enable a migration to a new global financial paradigm, and, through our Biotechnology segment, we are focused on finding treatments for conditions that cause chronic pain and bringing to market drugs with non-addictive and non-sedative pain-relieving properties.
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Mswipe is a next-generation payment solutions provider offering multi-currency, fiat payment card services, along with crypto-enabled capabilities through its existing integration with the ALT5 Subsidiary platform. Its suite of physical and virtual cards, available on both the Visa ® and Mastercard ® networks, allows users seamlessly to spend traditional and digital currencies worldwide (see Note 3).
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The Company’s legal address is located at 325 E Warm Springs Rd #102, Las Vegas, NV 89119, with subsidiary offices in Newmarket, and Montreal, Canada.
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The Company’s principal executive offices are is located at 8958 Rozita Lee Ave., #305, Las Vegas, Nevada 89113, with subsidiary offices in Newmarket and Montreal, Canada Fintech Overview ALT5 Sigma, Inc., through its subsidiaries, offers three main platforms to its customers: “ALT5 Pay”, “ALT5 Prime”, and “StrataCarte”.
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ALT5 Sigma, Inc., has two wholly owned subsidiaries, ALT5 Sigma Canada, Inc., and ALT5 Securities, Inc. ALT5 Sigma Canada, Inc. has four wholly owned subsidiaries, ALT5 AI, Inc. (Canada), ALT5 Pro, LLC. (Saint-Vincent and the Grenadines), UAB ALT5 Sigma Prudentia (Lithuania), and ALT5 Sigma Prudentia s.r.o. (Czech Republic) formerly Cypherlynx s.r.o.
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StrataCarte is a next-generation payment solutions provider offering multi-currency, fiat payment card services, along with crypto-enabled capabilities through its existing integration with the ALT5 Subsidiary platform.
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ALT5 AI Inc. is intended to be used to hold intellectual properties and develop machine learning and or artificial intelligence software. ALT5 AI Inc., does not currently have any assets and is not currently operating.
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Its suite of physical and virtual cards, available on both the Visa ® and Mastercard ® networks, allows users to seamlessly spend traditional and digital currencies worldwide. 1 Table of Contents ALT5 Sigma, Inc., has two wholly-owned subsidiaries, ALT5 Sigma Canada, Inc., and ALT5Sigma Markets, Inc. ALT5 Sigma Canada, Inc. has three wholly-owned subsidiaries, ALT5 AI, Inc.
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On February 10, 2023, ALT5 Sigma Canada Inc., formed a wholly owned corporation in the country of Lithuania named UAB ALT5 Sigma Prudentia and have applied for a cryptocurrency exchange license with the Central Bank of Lithuania. The application was filed and is pending approval.
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(Canada), ALT5 Pro, LLC. (Saint Vincent and the Grenadines), and ALT5 ATM, Inc. (Canada).
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Cypherlynx s.r.o. has limited operating history and is licensed in the Czech Republic to operate a cryptocurrency exchange. The company has filed a name change to ALT5 Sigma Prudentia s.r.o. and the name change is pending. On May 10, 2024, ALT5 Sigma, Inc. was acquired by JanOne Inc.
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Accessibility Develops and deploys products and services that are easy to use, accessible everywhere, and with no barriers. Regulations Develops and deploys best practices to comply with know-your-customer (“KYC”), know-your-transaction (“KYT”), and anti-money laundering (“AML”) requirements.
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We believe that some of the leading financial institutions license or buy the technology and services necessary to be able to be effectively and quickly provide these services to their customers and prevent the attrition of assets under management due to the movement of same to digital assets investments and whereby the ALT5 products are services are highly advantageous for these customers as they provide a best-of-breed solutions.
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On August 5, 2025, Alt5, Inc. formed a wholly-owned corporation in the State of Wyoming, named Alt5 Digital Holdings, Inc. Alt 5 Digital Holdings, Inc. is the custodian of the Company’s WLFI tokens. On October 10, 2025, Alt5, Inc. formed a wholly-owned corporation in the State of Wyoming named Alt 5 Sigma Digital Asset Treasury Company, Inc.
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Based on the current U.S. equity market capitalization of $63 trillion, this 3% shift represents approximately $1.89 trillion. Such a reallocation could increase the global digital assets market capitalization to approximately $5.29 trillion.
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This entity has no assets or operations. On May 9, 2025, the Company acquired Fortress II Holdings Ltd. d/b/a Mswipe. Mswipe is a next-generation payment solutions provider offering multi-currency, fiat payment card services, along with crypto-enabled capabilities through its existing integration with the ALT5 Subsidiary platform.
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In the realm of cryptocurrency payments, the market is experiencing significant growth. Future Market Insights projects that the crypto payment gateways market will expand from $1.29 billion in 2023 to approximately $4.85 billion by 2033, representing a compound annual growth rate (CAGR) of 14.1% ( Future Market Insights).
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Its suite of physical and virtual cards, available on both the Visa ® and Mastercard ® networks, allows users to seamlessly spend traditional and digital currencies worldwide (see Note 3). In February 2026, Mswipe changed its name to StrataCarte. Organizational Structure Chart Executive Summary ALT5 Sigma, Inc., is a financial services and Fintech holding company.
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Biotechnology Overview We are also a clinical-stage biopharmaceutical company focused on becoming the leader in identifying, acquiring, licensing, developing, partnering, and commercializing novel, non-opioid, and non-addictive therapies to address the large, unmet medical need for the treatment of pain and addiction.
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Merchants have the option to automatically convert to US dollars, Canadian Dollars, Euros and/or British Pound.
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Accordingly, we incorporated a Nevada corporation known as Alyea Therapeutics Corporation (“Alyea”) and expect to build upon and complete the capitalization of Alyea during the first half of our current fiscal year. In that context, our financial statements for the 2023 and 2024 fiscal years will show some, if not all, of our biopharmacy segment as a discontinued operation.
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Its suite of physical and virtual cards, available on both the Visa® and Mastercard® networks, allows users to seamlessly spend traditional and digital currencies worldwide.
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Pain Pain is a protective reaction that alerts the body to the presence of actual or potential tissue damage so that necessary corrective responses can be mounted. The National Institutes of Health (the “NIH”) defines chronic pain as pain that persists beyond the normal healing time of an injury or that persists longer than three months.
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Competition The digital assets market for our ALT5 Prime, ALT5 Pay, and StrataCarte products and services is a relatively new industry and only a handful of companies have emerged as recognized brands providing retail focused exchange or trading platforms, such as Coinbase, Gimini, Crypto.com, Kraken, and Binance.
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It is estimated that chronic pain affects 100 million individuals in the United States and over 1.5 billion people worldwide; thus, more people suffer from chronic pain than diabetes, heart disease, and cancer combined (Cowen Therapeutic Categories Outlook, March 2019).
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The digital assets market for our ALT5 Prime, ALT5 Pay, and StrataCarte products and services is a relatively new industry and only a handful of companies have emerged as recognized brands providing retail focused exchange or trading platforms, such as Coinbase, Gimini, Crypto.com, Kraken, and Binance.
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Chronic pain exacts a tremendous cost in terms of direct treatment and rehabilitation expenditures, lost worker productivity, prevalent addiction to opioid-based drugs, and emotional and financial burden for patients and their families.
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These platforms primarily target the retail digital asset investors but currently account for the largest trading volume in dollar equivalent and number of coins traded. Our services are aimed at business-to-business customers.
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According to an Institute of Medicine of the National Academies report, pain is a significant public health problem in the United States that costs society between $560 billion and $635 billion annually. Despite the magnitude of the pain problem, innovation in the development of therapeutic solutions has been largely absent.
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Our interface, speed, customer service and feature set are aimed at this market, enabling us to tailor our product to the B2B market, thus providing us with a competitive advantage. We offer a white-label product that can be seamlessly integrated with a customer’s existing systems.
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Since 2010, there have been 20 approvals by the FDA for the treatment of pain, of which 12 were opioid variants, one was an extended-release generic corticosteroid, five were variants of aspirin, and two were variants of other existing drugs.
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Global trading volume is growing at a compounded annual growth rate of approximately 9%, while digital assets trading volume is growing at a compounded annual growth rate of approximately 17%.
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We are developing a novel product candidate designed to overcome the limitations of current treatment options for patients with PAD who suffer from chronic pain. According to a research study by Stanford University, more than 24% of patients with PAD are at risk of high opioid use.
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During fiscal 2025, the Company announced its intent formally to separate Alyea into a separate company, although we continue to expend corporate resources for Alyea and have not made any decision as to how the separation will be effectuated. As a result, our financial statements show our biopharmaceutical segment as a discontinued operation.
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By treating pain at the source and presenting patients and physicians with better and safer treatment alternatives, we expect to minimize opioids at the prescription pad. Given the properties of JAN101, we have made the strategic decision to focus initially on pain associated with PAD by treating the underlying cause of PAD.
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Chronic Pain The NIH defines chronic pain as pain that persists either beyond the normal healing time of an injury or longer than three months. We believe that chronic pain represents a significant public health crisis.
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It is estimated that chronic pain affects 100 million individuals in the United States and over 1.5 billion people worldwide; thus, more people suffer from chronic pain than diabetes, heart disease, and cancer combined (Cowen Therapeutic Categories Outlook, March 2019).
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Chronic pain exacts a tremendous cost in terms of direct treatment and rehabilitation expenditures, lost worker productivity, prevalent addiction to opioid-based drugs, and emotional and financial burden for patients and their families.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe transaction volume of any crypto asset is subject to significant uncertainty and volatility, depending on a number of factors, including: • market conditions of, and overall sentiment towards, crypto assets and the crypto-economy, including, but not limited to, as a result of actions taken by or developments of other companies in the crypto-economy; • trading activities on other crypto platforms worldwide, many of which may be unregulated, and may include manipulative activities; • investment and trading activities of highly active consumer and institutional users, speculators, miners, and investors; • the speed and rate at which crypto is able to gain adoption as a medium of exchange, utility, store of value, consumptive asset, security instrument, or other financial assets worldwide, if at all; • decreased user and investor confidence in crypto assets and crypto platforms; • negative publicity and events relating to the crypto-economy; • unpredictable social media coverage or “trending” of, or other rumors and market speculation regarding, crypto assets; • the ability for crypto assets to meet user and investor demands; • the functionality and utility of crypto assets and their associated ecosystems and networks, including crypto assets designed for use in various applications; • consumer preferences and perceived value of crypto assets and crypto asset markets; • increased competition from other payment services or other crypto assets that may exhibit better speed, security, scalability, or other characteristics; • adverse legal proceedings or regulatory enforcement actions, judgments, or settlements impacting crypto-economy participants; • regulatory or legislative changes, scrutiny, and updates affecting the crypto-economy; • the characterization of crypto assets under the laws of various jurisdictions around the world; • the adoption of unfavorable taxation policies on crypto asset investments by governmental entities; • ongoing technological viability and security of crypto assets and their associated smart contracts, applications, and networks, including vulnerabilities against hacks and scalability; • speed and fees associated with processing crypto asset transactions, including on the underlying blockchain networks and on crypto platforms; • financial strength of market participants; • the availability and cost of funding and capital; • the liquidity and credit risk of other crypto platforms and other participants of the crypto-economy; 44 Table of Contents • interruptions or temporary suspensions or other compulsory restrictions in products or services from or failures of major crypto platforms; • availability of an active derivatives market for various crypto assets; • availability of banking and payment services to support crypto-related projects; • instability in the global banking system and the level of interest rates and inflation; • monetary policies of governments, trade restrictions, and fiat currency devaluations; and • national and international economic and political conditions.
Biggest changeThe transaction volume of any crypto asset is subject to significant uncertainty and volatility, depending on a number of factors, including: ● market conditions of, and overall sentiment towards, crypto assets and the crypto-economy; ● trading activities on other crypto platforms worldwide, many of which may be unregulated, and may include manipulative activities; ● investment and trading activities of highly active consumer and institutional users, speculators, miners, and investors; ● the speed and rate at which crypto is able to gain adoption as a medium of exchange, utility, store of value, consumptive asset, security instrument, or other financial asset worldwide; ● decreased user and investor confidence in crypto assets and crypto platforms; 12 Table of Contents ● negative publicity and events relating to the crypto-economy; ● the ability for crypto assets to meet user and investor demands; ● consumer preferences and perceived value of crypto assets and crypto asset markets; ● increased competition from other payment services or other crypto assets that may exhibit better speed, security, scalability, or other characteristics; ● adverse legal proceedings or regulatory enforcement actions impacting crypto-economy participants; ● regulatory or legislative changes, scrutiny, and updates affecting the crypto-economy; ● the characterization of crypto assets under the laws of various jurisdictions around the world; ● the adoption of unfavorable taxation policies on crypto asset investments by governmental entities; ● ongoing technological viability and security of crypto assets and their associated smart contracts, applications, and networks; ● speed and fees associated with processing crypto asset transactions; ● availability of banking and payment services to support crypto-related projects; ● instability in the global banking system and the level of interest rates and inflation; ● monetary policies of governments, trade restrictions, and fiat currency devaluations; and ● national and international economic and political conditions.
When evaluating an investment in our common stock, you should also refer to the other information in this Form 10-K, including our consolidated financial statements and related notes. Risks Relating to Our Business Generally We have identified and disclosed in this Form 10-K material weaknesses in our internal control over financial reporting.
When evaluating an investment in our common stock, you should also refer to the other information in this Form 10-K, including our consolidated financial statements and related notes. Risks Relating to Our Business Generally We have identified and disclosed material weaknesses in our internal control over financial reporting.
The price at which our common stock trades depends upon a number of factors, including our historical and anticipated operating results, our financial situation, announcements of technological innovations or new products by us, our ability or inability to raise the additional capital we may need and the terms on which we raise it, and general market and economic conditions.
The price at which our common stock trades depends upon a number of factors, including our historical and anticipated operating results, our financial situation, announcements of technological innovations or new products by us, our ability or inability to raise additional capital we may need and the terms on which we raise it, and general market and economic conditions.
To the extent general economic conditions and crypto assets markets materially deteriorate or decline for a prolonged period, our ability to generate revenue and to attract and retain customers could suffer and our business, operating results and financial condition could be adversely affected.
To the extent general economic conditions and crypto asset markets materially deteriorate or decline for a prolonged period, our ability to generate revenue and attract and retain customers could suffer and our business, operating results, and financial condition could be adversely affected.
Our business is subject to extensive laws, rules, regulations, policies, orders, determinations, directives, treaties, and legal and regulatory interpretations and guidance in the markets in which we operate, including those governing financial services and banking, federal government contractors, trust companies, securities, derivative transactions and markets, broker-dealers and alternative trading systems (“ATS”), commodities, credit, crypto asset custody, exchange, and transfer, cross-border and domestic money and crypto asset transmission, commercial lending, usury, foreign currency exchange, privacy, data governance, data protection, cybersecurity, fraud detection, payment services (including payment processing and settlement services), consumer protection, escheatment, antitrust and competition, bankruptcy, tax, anti-bribery, economic and trade sanctions, anti-money laundering, and counter-terrorist financing.
Our business is subject to extensive laws, rules, regulations, policies, orders, determinations, directives, treaties, and legal and regulatory interpretations and guidance in the markets in which we operate, including those governing financial services and banking, trust companies, securities, derivative transactions and markets, broker-dealers and alternative trading systems (“ATS”), commodities, credit, crypto asset custody, exchange and transfer, cross-border and domestic money and crypto asset transmission, commercial lending, usury, foreign currency exchange, privacy, data governance, data protection, cybersecurity, fraud detection, payment services, consumer protection, escheatment, antitrust and competition, bankruptcy, tax, anti-bribery, economic and trade sanctions, anti-money laundering, and counter-terrorist financing.
Our operating results will continue to fluctuate significantly as a result of a variety of factors, many of which are unpredictable and in certain instances are outside of our control, including: • crypto asset trading activity, including trading volume and the prevailing trading prices for crypto assets, which can be highly volatile; • our ability to attract, maintain, grow, and engage our customer base; • changes in the legislative or regulatory environment, or actions by Common Stock or foreign governments or regulators, including fines, orders, or consent decrees; • regulatory changes or scrutiny that impact our ability to offer certain products or services; • pricing for or temporary suspensions of our products and services; • our ability to establish and maintain partnerships, collaborations, joint ventures, or strategic alliances with third parties; • market conditions of, and overall sentiment towards, the crypto-economy; • macroeconomic conditions, including interest rates, inflation, and instability in the global banking system; • adverse legal proceedings or regulatory enforcement actions, judgments, settlements, or other legal proceedings, and enforcement-related costs; • the development and introduction of existing and new products and services by us or our competitors; • the amount and timing of our operating expenses related to the maintenance and expansion of our business and operations, including investments we make in the development of products and services; • system failures, outages, or interruptions, including with respect to our platform and third-party crypto networks; • our lack of control over decentralized or third-party blockchains and networks that may experience downtime, cyberattacks, critical failures, errors, bugs, corrupted files, data losses, or other similar software failures, outages, breaches, and losses; • breaches of security or privacy; • inaccessibility of our platform due to our or third-party actions; • our ability to attract and retain talent; and • our ability to compete with our competitors.
Our operating results will continue to fluctuate significantly as a result of a variety of factors, many of which are unpredictable and in certain instances are outside of our control, including: ● crypto asset trading activity, including trading volume and the prevailing trading prices for crypto assets, which can be highly volatile; ● our ability to attract, maintain, grow, and engage our customer base; 11 Table of Contents ● changes in the legislative or regulatory environment, or actions by U.S. or foreign governments or regulators, including fines, orders, or consent decrees; ● regulatory changes or scrutiny that impact our ability to offer certain products or services; ● pricing for or temporary suspensions of our products and services; ● our ability to establish and maintain partnerships, collaborations, joint ventures, or strategic alliances with third parties; ● market conditions of, and overall sentiment towards, the crypto-economy; ● macroeconomic conditions, including interest rates, inflation, and instability in the global banking system; ● adverse legal proceedings or regulatory enforcement actions, judgments, settlements, or other legal proceedings, and enforcement-related costs; ● the development and introduction of existing and new products and services by us or our competitors; ● the amount and timing of our operating expenses related to the maintenance and expansion of our business and operations; ● system failures, outages, or interruptions, including with respect to our platform and third-party crypto networks; ● our lack of control over decentralized or third-party blockchains and networks that may experience downtime, cyberattacks, critical failures, errors, bugs, corrupted files, data losses, or other similar software failures, outages, breaches, and losses; ● breaches of security or privacy; ● inaccessibility of our platform due to our or third-party actions; ● our ability to attract and retain talent; and ● our ability to compete with our competitors.
We may issue shares of capital stock, including in the form of blockchain tokens, to our customers in connection with customer reward or loyalty programs. If we issue additional equity securities, stockholders will experience dilution, and the new equity securities could have rights senior to those of our currently authorized and issued Common Stock.
We may also issue additional shares of Common Stock in the form of blockchain tokens to customers in connection with customer reward or loyalty programs. If we issue additional equity securities, stockholders will experience dilution, and the new equity securities could have rights senior to those of our currently authorized and issued Common Stock.
In the event of a natural disaster, including a major earthquake, blizzard, or hurricane, or a catastrophic event such as a fire, power loss, or telecommunications failure, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in development of our platform, lengthy interruptions in service, breaches of data security, and loss of critical data, all of which could have an adverse effect on our future operating results.
In the event of a major natural disaster or catastrophic event such as a fire, power loss, or telecommunications failure, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in development of our platform, lengthy interruptions in service, breaches of data security, and loss of critical data, all of which could have an adverse effect on our future operating results.
We must also expand our products and services, and offer competitive prices in an increasingly crowded and price-sensitive market. There is no assurance that we will be able to continue to do so, that we will be able to retain our current customers or attract new customers, or keep our customers engaged.
We must also expand our products and services, and offer competitive prices in an increasingly crowded and price-sensitive market. There is no assurance that we will be able to retain our current customers or attract new customers, or keep our customers engaged.
In light of the unpredictability inherent in our business, our financial outlook commentary may differ from analysts’ expectations, which could cause volatility to the price of our Common Stock.
In light of the unpredictability inherent in our business, our financial outlook commentary may differ from analyst’s expectations, which could cause volatility to the price of our Common Stock.
As a result, some applicable laws and regulations do not contemplate or address unique issues associated with the crypto-economy, are subject to significant uncertainty, and vary widely across US. federal, state, and local and international jurisdictions.
As a result, some applicable laws and regulations do not contemplate or address unique issues associated with the crypto-economy, are subject to significant uncertainty, and vary widely across U.S. federal, state, and local and international jurisdictions.
We obtain and process large amounts of sensitive data, including personal data related to our customers and their transactions, such as their names, addresses, social security numbers, visa information, copies of government-issued identification, facial recognition data (from scanning of photographs for identity verification), trading data, tax identification, and bank account information.
We obtain, process, and store large amounts of sensitive data, including personal data related to our customers and their transactions, such as their names, addresses, social security numbers, visa information, copies of government-issued identification, facial recognition data from identity verification, trading data, tax identification, and bank account and payment information.
There can be no 54 Table of Contents assurance that our intellectual property rights will be sufficient to protect against others offering products, services, or technologies that are substantially similar to ours and that compete with our business.
There can be no assurance that our intellectual property rights will be sufficient to protect against others offering products, services, or technologies that are substantially similar to ours and that compete with our business.
Our intellectual property rights are valuable, and any inability to protect them could adversely affect our business, operating results, and financial condition. Our business depends in large part on our proprietary technology and, to a smaller extent, on our brand.
Our intellectual property rights are valuable, and any inability to protect them could adversely affect our business, operating results, and financial condition. Our business depends in large part on our proprietary technology.
Many of these legal and regulatory regimes were adopted prior to the advent of the internet, mobile technologies, crypto assets, generative artificial intelligence (“AI”) and related technologies and may not directly apply to our fintech business.
Many of these legal and regulatory regimes were adopted prior to the advent of the internet, mobile technologies, crypto assets, and related technologies and may not directly apply to our fintech business.
As a result, any actual or perceived security breach of us or our third-party partners may: • harm our reputation and brand; • result in our systems or services being unavailable and interrupt our operations; • result in improper disclosure of data and violations of applicable privacy and data protection laws; • result in significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, and financial exposure; • cause us to incur significant remediation costs; • lead to theft or irretrievable loss of our or our customers’ fiat currencies or crypto assets; • reduce customer confidence in, or decrease customer use of, our products and services; • divert the attention of management from the operation of our business; • result in significant compensation or contractual penalties payable by us to our customers or third parties as a result of losses to them or claims by them; and • adversely affect our business, operating results, and financial condition.
Any actual or perceived security breach of us or our third-party partners may: harm our reputation and brand; result in our systems or services being unavailable and interrupt our operations; result in improper disclosure of data and violations of applicable privacy and data protection laws; result in significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, and financial exposure; cause us to incur significant remediation costs; lead to theft or irretrievable loss of our or our customer’s fiat currencies or crypto assets; reduce customer confidence in, or decrease customer use of, our products and services; divert the attention of management from the operation of our business; and result in significant compensation or contractual penalties payable by us to our customers or third parties.
Any failure to remediate these material weaknesses and implement required new or improved controls, or difficulties encountered in the implementation or operation of these controls, could harm our operating results 40 Table of Contents or cause us to fail to meet our financial reporting obligations, which could adversely affect our business and jeopardize our listing on the Nasdaq Capital Market, either of which would harm our stock price.
Any failure to remediate these material weaknesses and implement required new or improved controls, or difficulties encountered in the implementation or operation of these controls, could harm our operating results or cause us to fail to meet our financial reporting obligations, which could adversely affect our business and jeopardize our listing on the Nasdaq Capital Market.
There is no assurance that any supported crypto asset will maintain its value or that there will be meaningful levels of trading activities. In the event that the price of crypto assets or the demand for trading crypto assets decline, our business, operating results, and financial condition would be adversely affected and the price of our Common Stock could decline.
There is no assurance that any supported crypto asset will maintain its value or that there will be meaningful levels of trading activity. In the event that the price of crypto assets or the demand for trading crypto assets declines, our business, operating results, and financial condition would be adversely affected.
If we encounter material weaknesses or deficiencies in our internal control over financial reporting, we may not detect errors on a timely basis and our Consolidated Financial Statements may be materially misstated.
If we encounter material weaknesses or deficiencies in our internal control over financial reporting, we may not detect errors on a timely basis and our Consolidated Financial Statements may be materially misstated. Management is responsible for establishing and maintaining adequate internal control over financial reporting.
The techniques used to obtain unauthorized, improper, or illegal access to systems and information (including customers’ personal data and crypto assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they 45 Table of Contents have been launched against a target.
The techniques used to obtain unauthorized, improper, or illegal access to systems and information, disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target.
Due to our business activities, we are subject to ongoing examinations, oversight, and reviews and currently are, and expect in the future, to be subject to investigations and inquiries, by U.S. federal and state regulators and foreign financial service regulators, many of which have broad discretion to audit and examine our business.
Due to our business activities, we are subject to ongoing examinations, oversight, and reviews and currently are, and expect in the future, to be subject to investigations and inquiries by U.S. federal and state regulators and foreign financial service regulators.
Outages and disruptions of our platform, including any caused by cyberattacks, may harm our reputation, business, operating results, and financial condition. We are subject to an extensive, highly-evolving, and uncertain regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our brand, reputation, business, operating results, and financial condition.
We are subject to an extensive, highly-evolving, and uncertain regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our brand, reputation, business, operating results, and financial condition.
We encourage and empower our employees to develop new and innovative products and services, which we believe is essential to attracting high quality talent, partners, and developers, as well as serving the best, long-term interests of our company.
We believe that our entrepreneurial and innovative corporate culture has been a key contributor to our success. We encourage and empower our employees to develop new and innovative products and services, which we believe is essential to attracting high quality talent, partners, and developers, as well as serving the best, long-term interests of our company.
The pool of qualified talent in our industry is extremely limited, particularly with respect to executive talent, engineering, risk management, and financial regulatory expertise. We face intense competition for qualified individuals from numerous software and other technology companies. To attract and retain key personnel, we incur significant costs, including salaries and benefits and equity incentives.
The pool of qualified talent in our industry is extremely limited, particularly with respect to executive talent, engineering, risk management, and financial regulatory expertise. We face intense competition for qualified individuals from numerous software and other technology companies.
Further, acts of terrorism, labor activism or unrest, and other geopolitical unrest, including ongoing regional conflicts around the world, could cause disruptions in our business or the businesses of our partners or the economy as a whole.
Acts of terrorism, labor unrest, and other geopolitical unrest, including ongoing regional conflicts around the world, could cause disruptions to our business or the businesses of our partners.
Natural disasters or other catastrophic events may also cause damage or disruption to our operations, international commerce, and the global economy, and could have an adverse effect on our business, operating results, and financial condition. Our business operations are subject to interruption by natural disasters, fire, power shortages, and other events beyond our control.
Natural disasters or other catastrophic events may also cause damage or disruption to our operations, international commerce, and the global economy. Our business operations are subject to interruption by natural disasters, fire, power shortages, pandemics, and other events beyond our control.
If we are not able to remediate these material weaknesses and maintain an effective system of internal controls, we may not be able to accurately or timely report our financial results, which could cause our stock price to fall or result in our stock being delisted.
If we are not able to remediate these material weaknesses and maintain an effective system of internal controls, we may not be able to accurately or timely report our financial results, which could cause our stock price to fall and could adversely affect investor confidence and our ability to maintain compliance with Nasdaq listing requirements.
However, our efforts to protect our intellectual property rights may not be sufficient or effective. Our proprietary technology and trade secrets could be lost through misappropriation or breach of our confidentiality and license agreements, and any of our intellectual property rights may be challenged, which could result in them being narrowed in scope or declared invalid or unenforceable.
However, our efforts to protect our intellectual property rights may not be sufficient or effective. Our proprietary technology and trade secrets could be lost through misappropriation or breach of our confidentiality and license agreements.
Such loss of investor confidence may result in extreme price and volume fluctuations in our common stock that are unrelated or disproportionate to the operating performance of our business, financial condition or results of operations. These broad market and industry factors may materially harm the market price of our common stock and expose us to securities class action litigation.
Such loss of investor confidence may result in extreme price and volume fluctuations in our common stock that are unrelated or disproportionate to the operating performance of our business, financial condition, or results of operations.
The loss of even a few key employees or senior leaders, or an inability to attract, retain and motivate additional highly skilled employees required for the planned expansion of our business could adversely affect our business, operating results, and financial condition and impair our ability to grow.
The loss of even a few key employees or senior leaders, or an inability to attract, retain and motivate additional highly skilled employees required for the planned expansion of our business could adversely affect our business, operating results, and financial condition. 18 Table of Contents Our culture emphasizes innovation, and if we cannot maintain this culture as we grow, our business, operating results, and financial condition could be adversely affected.
Ineffective disclosure controls and procedures or internal control over financial reporting may adversely affect investor confidence in us and, as a result, negatively impact the price of our Common Stock and have a material and adverse effect on our business, operating results, and financial condition. Adverse economic conditions could adversely affect our business.
Ineffective disclosure controls and procedures or internal control over financial reporting may adversely affect investor confidence and, as a result, negatively impact the price of our Common Stock and have a material and adverse effect on our business, operating results, and financial condition. 9 Table of Contents If our estimates or judgment relating to our critical accounting estimates prove to be incorrect, our operating results could be adversely affected.
ITEM 1A. RISK FACTORS Index to Risk Factors Section Page Number Risks Relating to Our Business Generally 40 Risks Relating to our Fintech Segment 43 Risks Relating to Our Biotechnology Segment 55 G en eral Risk Factors 65 You should carefully consider the risks described below with respect to an investment in our shares.
ITEM 1A. RISK FACTORS Index to Risk Factors Section Page Number Risks Relating to Our Business Generally 9 Risks Relating to our Fintech Segment 11 Risks Relating to Our Biotechnology Segment 19 Risk Relating to Ownership of Our Common Stock 20 You should carefully consider the risks described below with respect to an investment in our shares.
The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could adversely affect our business, operating results, and financial condition. We operate in a relatively new industry that is not widely understood and requires highly skilled and technical personnel.
The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could adversely affect our business, operating results, and financial condition.
As a result of findings from these audits and examinations, regulators may in the future require us to take certain actions, including amending, updating, or revising our compliance measures from time to time, limiting the kinds of customers that we provide services to, changing, terminating, or delaying our licenses and the introduction of new products or services, and undertaking further external audit or being subject to further regulatory scrutiny, including investigations and inquiries.
As a result of findings from these audits and examinations, regulators may require us to take certain actions, including limiting the kinds of customers to whom we provide services, changing, terminating, or delaying our licenses and the introduction of new products or services.
To the extent natural disasters or other catastrophic events concurrently impact data centers we rely on in connection with private key restoration, customers will experience significant delays in withdrawing funds, or in the extreme we may suffer loss of customer funds. 42 Table of Contents Risks Relating to our Fintech Segment Our operating results have and will significantly fluctuate, including due to the highly volatile nature of crypto.
To the extent natural disasters or catastrophic events concurrently impact data centers we rely on in connection with private key restoration, customers will experience significant delays in withdrawing funds, or in the extreme, we may suffer loss of customer funds.
Even if we are successful, litigation could result in substantial costs and be a distraction to management. 64 Table of Contents GENERAL RISK FACTORS The market price of our common stock has been, and may continue to be volatile and fluctuate significantly, which could result in substantial losses for investors and subject us to securities class action litigation.
Risks Relating to Ownership of Our Common Stock The market price of our common stock has been, and may continue to be volatile and fluctuate significantly, which could result in substantial losses for investors and subject us to securities class action litigation. The trading price for our common stock has been, and we expect it to continue to be, volatile.
Additional financing may not be available on terms favorable to us, if at all, including due to general macroeconomic conditions, crypto market conditions and any disruptions in the crypto market, instability in the global banking system, increasing regulatory uncertainty and scrutiny or other unforeseen factors.
Additional financing may not be available on terms favorable to us, if at all, including due to general macroeconomic conditions, crypto market conditions and any disruptions in the crypto market, instability in the global banking system, increasing regulatory uncertainty and scrutiny, or other unforeseen factors. 10 Table of Contents If we incur additional debt, the debt holders would have rights senior to holders of our Common Stock to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on our Common Stock.
In view of the rapidly evolving nature of our business and the crypto-economy, period-to-period comparisons of our operating results may not be meaningful, and you should not rely upon them as an indication of future performance. Quarterly and annual expenses reflected in our financial statements may be significantly different from historical or projected rates.
In view of the rapidly evolving nature of our business and the crypto-economy, period-to-period comparisons of our operating results may not be meaningful, and you should not rely upon them as an indication of future performance. Our operating results in one or more future quarters may fall below the expectations of securities analysts and investors.
Our operating results in one or more future quarters may fall below the expectations of securities analysts and investors. As a result, the trading price of our Common Stock may increase or decrease significantly. Our total fintech revenue is substantially dependent on the volume of transactions conducted on our platform.
As a result, the trading price of our Common Stock may increase or decrease significantly. Our total fintech revenue is substantially dependent on the volume of transactions conducted on our platform. If volume declines, our business, operating results, and financial condition would be adversely affected.
Federal, state, and international laws and regulations governing privacy, data protection, and e-commerce transactions require us to safeguard our customers’, employees’, and service providers’ personal data. We have administrative, technical, and physical security measures and controls in place and maintain a robust information security program.
We are subject to a variety of federal, state, and international laws and regulations governing privacy, data protection, and e-commerce transactions that require us to safeguard our customers’, employees’, and service providers’ personal data.
Adverse general economic conditions have impacted in the past, and may impact in the future, the crypto-economy, although the extent of such impacts remains uncertain and dependent on a variety of factors, including market adoption of crypto assets, global trends in the crypto-economy, central bank monetary policies, instability in the global banking system, volatility and disruptions in the capital and credit markets, and other events beyond our control.
The extent of such impacts remains uncertain and dependent on a variety of factors, including market adoption of crypto assets, global trends in the crypto-economy, central bank monetary policies, and instability in the global banking system.
We may require additional capital to support business growth, and this capital might not be available. We have funded our operations since inception primarily through equity financings, debt, and cash flows generated from operations. We cannot be certain that our operations will continue to fund our ongoing operations or the growth of our business.
Moreover, even if general economic conditions were to improve, there is no guarantee that the crypto-economy would similarly improve. We may require additional capital to support business growth, and this capital might not be available. We have funded our operations since inception primarily through equity financings, debt, and cash flows generated from operations.
We intend to continue to make investments in our business, which investments may require us to secure additional funds.
We cannot be certain that our operations will continue to fund our ongoing operations or the growth of our business. We intend to continue to make investments in our business, which investments may require us to secure additional funds.
Adverse changes to, or our failure to comply with, any laws and regulations have had, and may continue to have, an adverse effect on our reputation and brand and our business, operating results, and financial condition.
Adverse changes to, or our failure to comply with, any laws and regulations have had, and may continue to have, an adverse effect on our reputation, brand, business, operating results, and financial condition. The potential classification of certain crypto assets as securities by the SEC or other regulators could materially impact our business operations and require significant restructuring.
If our estimates or judgment relating to our critical accounting estimates prove to be incorrect, our operating results could be adversely affected. The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes.
The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.
We need to devote significant resources and time to comply with the requirements of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) with respect to internal control over financial reporting.
We need to devote significant resources and time to comply with the requirements of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) with respect to internal control over financial reporting. Section 404 under Sarbanes-Oxley requires that we assess the design and operating effectiveness of our controls over financial reporting, which are necessary for us to provide reliable and accurate financial reports.
Significant estimates and judgments that comprise our critical accounting estimates involve the valuation of assets acquired and liabilities assumed in business combinations, valuation of strategic investments, evaluation of tax positions, and evaluation of legal and other contingencies.
Significant estimates and judgments that comprise our critical accounting estimates involve the valuation of assets acquired and liabilities assumed in business combinations, the recoverability of goodwill and long-lived assets, revenue recognition, and accounting for digital assets.
Among the factors that may cause the market price of our common stock to fluctuate are the risks described in this “Risk Factors” section. In addition, the stock markets, in general, The Nasdaq Capital Market and the market for biopharmaceutical companies in particular, may experience a loss of investor confidence.
In addition, the stock markets, in general, The Nasdaq Capital Market, and the markets for biopharmaceutical and crypto companies in particular, may experience a loss of investor confidence.
If any of our systems, or those of our third-party service providers, are disrupted for any reason, our products and services may fail, resulting in unanticipated disruptions, slower response times and delays in our customers’ trade execution and processing, failed settlement of trades, incomplete or inaccurate accounting, recording or processing of trades, unauthorized trades, loss of customer information, increased demand on limited customer support resources, customer claims, complaints with regulatory organizations, lawsuits, or enforcement actions.
The systems of our third-party service providers and certain crypto asset and blockchain networks have experienced, and may experience in the future, service interruptions or degradation because of hardware and software defects or malfunctions, distributed denial-of-service and other cyberattacks, insider threats, earthquakes, hurricanes, floods, fires, and other natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses or other malware, or other events. 16 Table of Contents If any of our systems, or those of our third-party service providers, are disrupted for any reason, our products and services may fail, resulting in unanticipated disruptions, slower response times and delays in our customer’s trade execution and processing, failed settlement of trades, incomplete or inaccurate accounting, recording or processing of trades, unauthorized trades, loss of customer information, increased demand on limited customer support resources, customer claims, complaints with regulatory organizations, lawsuits, or enforcement actions.
Additionally, privacy and data protection laws are evolving, and these laws may be interpreted and applied in a manner that is inconsistent with our data handling safeguards and practices that could result in fines, lawsuits, and other penalties, and significant changes to our or our third-party partners’ business practices and products and service offerings.
Privacy and data protection laws continue to evolve and may be interpreted and applied in a manner that is inconsistent with our current data handling safeguards and practices, which could result in fines, penalties, litigation, or regulatory enforcement actions..
We do not maintain insurance sufficient to compensate us for the potentially significant losses that could result from disruptions to our services. Additionally, all the aforementioned risks may be further increased if we do not implement a disaster recovery plan or our partners’ disaster recovery plans prove to be inadequate.
We do not maintain insurance sufficient to compensate us for the potentially significant losses that could result from disruptions to our services.
If volume declines, our business, operating results, and financial condition would be adversely affected and the price of our Common Stock could decline. 43 Table of Contents We generate a large portion of our total fintech (and corporate) revenue from transaction fees on our platform. Transaction revenue is based on transaction fees. Such revenue has grown over time.
We generate a large portion of our total fintech revenue from transaction fees on our platform. Transaction revenue is based on transaction fees, and such revenue has grown over time. Declines in the volume of crypto asset transactions may result in lower total revenue.
Declines in the volume of crypto asset transactions, among other reasons, may result in lower total revenue to us. The price of crypto assets and associated demand for buying, selling, and trading crypto assets and conversions back and forth with fiat have historically been subject to significant volatility.
The price of crypto assets and associated demand for buying, selling, and trading crypto assets have historically been subject to significant volatility.
Although we have developed systems and processes designed to protect the data we manage, prevent data loss, and other security breaches, effectively to respond to known and potential risks, and expect to continue to expend significant resources to bolster these protections, there can be no assurance that these security measures will provide absolute security or prevent breaches or attacks.
Although we have developed systems and processes designed to protect the data we manage, prevent data loss, and prevent other security breaches, there can be no assurance that these security measures will provide absolute security or prevent breaches or attacks. 13 Table of Contents The loss or destruction of private keys required to access our digital assets or those of our customers could result in permanent, irrecoverable loss.
These methods may not adequately prevent losses, particularly as they relate to extreme market movements, which may be significantly greater than historical fluctuations in the market. Accordingly, in the future, we may identify gaps in such policies and procedures or existing gaps may become higher risk, and may require significant resources and management attention.
Our risk management policies and procedures rely on a combination of technical and human controls and supervision that are subject to error and failure. These methods may not adequately prevent losses, particularly as they relate to extreme market movements, which may be significantly greater than historical fluctuations in the market.
Geopolitical developments, such as trade and tariff wars and foreign exchange limitations, can also increase the severity and levels of unpredictability globally and increase the volatility of global financial and crypto asset markets. For example, in the past the capital and credit markets have experienced extreme volatility and disruptions, resulting in steep declines in the value of crypto assets.
Geopolitical developments, such as trade and tariff conflicts and foreign exchange limitations, can increase the severity and unpredictability of global financial and crypto asset market volatility.
Such litigation, even if unsuccessful, could be costly to defend and divert management’s attention and resources, which could further materially harm our financial condition and results of operations. Sales or distribution of substantial amounts of our Common Stock, or the perception that such sales or distributions might occur, could cause the market price of our Common Stock to decline.
These broad market and industry factors may materially harm the market price of our common stock and expose us to securities class action litigation. 20 Table of Contents Sales or distribution of substantial amounts of our Common Stock, or the perception that such sales or distributions might occur, could cause the market price of our Common Stock to decline.
Our performance is subject to general economic conditions, and their impact on the crypto asset markets and our customers.
Our performance is subject to general economic conditions and their impact on the crypto asset markets and our customers. Adverse general economic conditions, including recessions, inflation, rising interest rates, supply chain disruptions, bank failures, and geopolitical instability, have impacted and may in the future impact the crypto-economy.
Additional controls and procedures are necessary and are being implemented to have checks and balances on significant transactions and governance with those charged with governance authority; (2) inadequate control design or lack of sufficient controls over significant accounting processes; the cutoff and reconciliation procedures were not effective with certain accrued and deferred expenses; (3) insufficient assessment of the impact of potentially significant transactions; and (4) insufficient processes and procedures related to proper recordkeeping of agreements and contracts.
Specifically, management noted the following material weaknesses in internal control: (1) insufficient information technology general controls and segregation of duties, where individuals negotiating contracts were also involved in approving invoices without proper oversight; (2) inadequate control design or lack of sufficient controls over significant accounting processes, including ineffective cutoff and reconciliation procedures with respect to certain accrued and deferred expenses; (3) insufficient assessment of the impact of potentially significant transactions; and (4) insufficient processes and procedures related to proper recordkeeping of agreements and contracts, including ineffective contract-to-invoice reconciliation with certain service providers.
Governmental and regulatory bodies, including in the United States, may introduce new policies, laws, and regulations relating to crypto assets and the crypto-economy generally, and crypto asset platforms in particular. Other companies’ failures of risk management and other control functions could contribute to stricter oversight of crypto asset platforms and 46 Table of Contents the crypto-economy.
Governmental and regulatory bodies may introduce new policies, laws, and regulations relating to crypto assets and the crypto-economy generally, and crypto asset platforms in particular, which may adversely impact the development of the crypto-economy as a whole and our legal and regulatory status.
In addition, contract-to-invoice reconciliation was not effective with certain transportation service providers. As part of its remediation plan, processes and procedures have been implemented to help ensure accruals and invoices are reviewed for accuracy and properly recorded in the appropriate period.
Remediation processes and procedures have been implemented to help ensure accruals and invoices are reviewed for accuracy and properly recorded in the appropriate period. We expect our systems and controls to become increasingly complex to the extent that we integrate acquisitions and as our business grows.
The trading prices for our Common Stock may be highly volatile, which may reduce our ability to access capital on favorable terms or at all. In addition, a slowdown or other sustained adverse downturn in the general economic or crypto asset markets could adversely affect our business and the value of our Common Stock.
If we issue additional equity securities, stockholders will experience dilution, and the new equity securities could have rights senior to those of our currently authorized and issued Common Stock. The trading prices for our Common Stock may be highly volatile, which may reduce our ability to access capital on favorable terms or at all.
In addition, Section 404 under Sarbanes-Oxley requires that we assess the design and operating effectiveness of our controls over financial reporting, which are necessary for us to provide reliable and accurate financial reports. As reported in Part II – Item 9A, Controls and Procedures, there were material weaknesses in our internal controls over financial reporting at January 1, 2022.
As reported in Part II — Item 9A, Controls and Procedures, there were material weaknesses in our internal controls over financial reporting.
If we cannot maintain this culture, we could lose the innovation, creativity, and teamwork that has been integral to our operating crypto business. Risks Relating to Our Biotechnology Segment If we fail to implement our biopharmaceutical business strategy or if our biopharmaceutical business strategy is ineffective, our financial performance could be materially and adversely affected.
If we cannot maintain this culture as we grow or integrate acquisitions, we could lose the innovation, creativity, and teamwork that has been integral to our operating crypto business. Our acquisition of Fortress II Holdings and its Mswipe payment card operations exposes us to integration, compliance, and operational risks specific to the payments industry.
We also support crypto assets that incorporate privacy-enhancing features, and may from time to time support additional crypto assets with similar functionalities. These privacy-enhancing crypto assets obscure the identities of sender and receiver, and may prevent law enforcement officials from tracing the source of funds on the blockchain.
We also support crypto assets and technologies that may incorporate privacy-enhancing features, which can obscure the identities of transaction parties and increase our exposure to AML and sanctions-related risks.
Removed
Specifically, management noted the following material weaknesses in internal control when conducting their evaluation of internal control as of January 1, 2022: (1) insufficient information technology general controls and segregation of duties. It was noted that people who were negotiating a contract were also involved in approving invoices without proper oversight.
Added
If the assumptions underlying our accounting estimates prove to be incorrect, actual results may differ materially from what we have projected, resulting in material adjustments to our financial statements and adverse impacts to our operating results.
Removed
We expect our systems and controls to become increasingly complex to the extent that we integrate acquisitions and if and as our business grows. To effectively manage our Company today and this anticipated complexity, we need to remediate these material weaknesses and continue to improve our operational, financial, and management controls and our reporting systems and procedures.
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Management, with the participation of the Company’s principal executive officer and principal financial officer, conducted an evaluation of the design and effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Removed
We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Application of Critical Accounting Policies” in Part II, Item 7 of this Annual Report on Form 10-K.
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Based on this evaluation, management concluded that the Company’s internal control over financial reporting was not effective due to the existence of material weaknesses. Adverse economic conditions and volatility in crypto asset markets could reduce transaction volumes, customer activity, and access to banking and capital, which could adversely affect our business.
Removed
Our business, operating results, and financial condition could be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to differ from the expectations of analysts and investors, resulting in a decline in the trading price of our Common Stock.
Added
Our operations in multiple foreign jurisdictions expose us to political, regulatory, legal, and currency risks that could adversely affect our business. We operate subsidiaries and conduct business activities in multiple foreign jurisdictions, including Lithuania, the Czech Republic, Canada, and Saint Vincent and the Grenadines.
Removed
Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that are required to be included in our periodic reports filed with the SEC.
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Operating in these jurisdictions exposes us to risks that are different from and incremental to those we face in the United States, including: (i) differing and evolving legal, regulatory, and licensing requirements for financial services, money transmission, and digital asset activities; (ii) political instability, currency controls, and changes in governmental policy; (iii) foreign currency exchange rate fluctuations that could affect our results of operations when translated back to U.S. dollars; (iv) varying data privacy and cybersecurity laws that may be inconsistent with our global practices; and (v) tax laws and treaty arrangements that may be subject to change, creating retroactive or unexpected tax liabilities.
Removed
The United States and other key international economies have experienced cyclical downturns from time to time in which economic activity declined resulting in lower consumption rates, restricted credit, reduced profitability, weaknesses in financial markets, bankruptcies, and overall uncertainty with respect to the economy.
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Any adverse developments in these jurisdictions, including regulatory actions that restrict our ability to operate, could have a material adverse effect on our business, financial condition, and results of operations. Risks Relating to Our Fintech Segment Our operating results have and will continue to significantly fluctuate, including due to the highly volatile nature of crypto assets.
Removed
Moreover, even if general economic conditions were to improve following any such deterioration, there is no guarantee that the crypto-economy would similarly improve. 41 Table of Contents Actual events involving limited liquidity, defaults, non-performance, or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry, or the financial services industry generally, or concerns or rumors about any such events or other similar risks, have in the past and may in the future lead to market-wide liquidity problems.
Added
Our platform and custodial operations require the storage and management of private keys, which are necessary to access and transfer digital assets on blockchain networks.
Removed
In the event of a downgrade of our credit rating, our ability to raise additional financing may be adversely affected and any future debt offerings or credit arrangements we propose to enter into may be on less favorable terms or terms that may not be acceptable to us.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAs of now, we are unaware of any cybersecurity incidents that have had, or are reasonably likely to have, a material impact on our business or operations. However, the increasing volume and sophistication of cyberattacks—including data breaches, ransomware, and similar threats—pose ongoing risks. Incidents that occur could result in reputational, competitive, operational, or financial harm, as well as regulatory consequences.
Biggest changeMaterial Cybersecurity Incidents As of the date of this Annual Report, we are not aware of any cybersecurity incidents that have had, or are reasonably likely to have, a material impact on our business, operations, results of operations, or financial condition.
ITEM 1C. CYBERSECURITY Management and Board Oversight In the ordinary course of our business, we collect, use, store, and digitally transmit confidential, sensitive, proprietary, and personal information. The secure maintenance of this information and our information technology systems are important to our operations and business strategy.
ITEM 1C. CYBERSECURITY Overview In the ordinary course of our business, we collect, use, store, and digitally transmit confidential, sensitive, proprietary, and personal information, including customer identities, financial data, transaction histories, private key management data, and personally identifiable information (“PII”).
For a more detailed discussion of how cybersecurity threats may affect our business strategy, operations, or financial condition, see Item 1A, “Risk Factors,” which is incorporated by reference into Item 1C.
For a discussion of the risks that cybersecurity threats pose to our business strategy, operations, and financial condition, including the risk of private key loss, platform disruption, and regulatory penalties, see “Item 1A — Risk Factors,” which is incorporated by reference herein.
The Audit Committee, which is composed solely of independent directors, has been designated by our Board to review and discuss with management the Company’s risk assessment and risk management policies, including the steps that management has taken to monitor and control related cybersecurity risks and exposures.
Our Board has designated the Audit Committee — which is composed solely of independent directors — as the body primarily responsible for assisting the Board in fulfilling its oversight responsibilities with respect to cybersecurity and other information technology risks.
Removed
Management updates the Audit Committee and the Board as necessary about significant cybersecurity occurrences and measures the Company is taking to prevent the same. Risk Management and Strategy We rely on our subsidiary-level information technology professionals to continuously monitor and update our IT networks and infrastructure.
Added
As a digital asset trading and payment services platform, the secure maintenance of this information and our information technology systems is fundamental to the trust our customers place in us, to the continued operation of our business, and to our compliance with applicable laws and regulations.
Removed
Their role is to prevent, detect, address, and mitigate risks related to unauthorized access, misuse, 65 Table of Contents malware, and other security threats. To safeguard our data and business processes, as well as those of our subsidiaries, we invest in industry-standard security technologies to defend against cyber risks.
Added
We operate in an industry that is a high-value target for sophisticated and well-funded threat actors, including nation-state actors, organized criminal groups, and individual hackers who may seek to compromise customer assets, disrupt our platform operations, or steal sensitive data.
Removed
To further strengthen our cybersecurity efforts, with our subsidiary’s assistance, we are establishing an “IT Steering Committee” composed of IT professionals from our subsidiary. This committee will meet quarterly to discuss cybersecurity threats, emerging attack methods, and best practices. In fiscal year 2024, our crypto-processing subsidiary engaged an external consultant to conduct a cybersecurity risk assessment of our business operations.
Added
We take this threat environment seriously and are in the process of developing a cybersecurity risk management program designed to protect the confidentiality, integrity, and availability of our critical systems and information. This Item 1C is organized into three principal sections as required by the SEC’s cybersecurity disclosure rules: (1) Risk Management and Strategy; (2) Governance; and (3) Material Incidents.
Removed
This assessment examined both internal and external threats to our systems and data handling processes, providing a structured framework for evaluating, prioritizing, and enhancing our cybersecurity initiatives. On a going-forward basis, in collaboration with our Audit Committee, management will determine and implement appropriate measures based on these findings.
Added
Cybersecurity Risk Management and Strategy We are in the process of developing a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.
Removed
As part of our cybersecurity risk management program, we are working with our crypto-processing subsidiary to develop a cyber training curriculum for our employees. The training may cover topics such as phishing awareness, cybersecurity best practices, and e-mail security. Despite our commitment to cybersecurity, no system can fully eliminate technology risks.
Added
We are evaluating alignment of this program with the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”) and intend to integrate it into our overall enterprise risk management (“ERM”) program so that cybersecurity risks are evaluated alongside operational, financial, legal, and strategic risks facing the Company. 21 Table of Contents Our cybersecurity risk management program is being developed around the NIST CSF core functions — Identify, Protect, Detect, Respond, and Recover — and is expected to include the following key elements, which are currently under review for future implementation: 1.
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Identify — Risk Assessment and Asset Management We are evaluating the development of processes to maintain an inventory of information assets, systems, and data, and to conduct periodic cybersecurity risk assessments to identify threats, vulnerabilities, and the potential impact of cybersecurity incidents on our operations.
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During fiscal year 2024, management performed an internal review focused on identifying key cybersecurity risks associated with our business operations and continues to assess the need for more formalized risk assessment processes. Management is evaluating potential remediation measures and enhancements to its cybersecurity risk management program for future implementation on a prioritized basis, including the possible engagement of third-party resources.
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We are also evaluating the use of threat intelligence feeds and participation in information-sharing forums relevant to the digital asset and financial technology sectors to monitor emerging cybersecurity developments, including threats specifically targeting digital asset platforms and companies similar to ours. No formal threat intelligence program has been implemented to date. 2.
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Protect — Technical and Administrative Controls We are reviewing the adoption of a defense-in-depth security architecture to protect our systems, data, and customer assets.
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The technical and administrative controls we are evaluating for future implementation include: ● Network Security: Firewalls, intrusion detection and prevention systems (IDS/IPS), and network segmentation to isolate sensitive systems and limit lateral movement in the event of a breach. ● Endpoint Protection: Endpoint detection and response (EDR) tools to detect, contain, and remediate malicious activity across company devices. ● Identity and Access Management: Multi-factor authentication (MFA) across critical systems; role-based access controls (RBAC) based on the principle of least privilege; and privileged access management (PAM) controls for administrative accounts. ● Encryption: Encryption of data at rest and in transit using industry-standard protocols, and hardware-based controls for the management of private keys and other cryptographically sensitive materials. ● Continuous Monitoring: A managed 24/7 Security Operations Center (SOC) staffed by a managed security service provider (“MSSP”), supported by Security Information and Event Management (SIEM) technology to aggregate and correlate log data across our environment. ● Vulnerability Management: Regular vulnerability scanning and patching protocols, supplemented by periodic penetration testing conducted by qualified third-party security firms. ● Cloud Security: Cloud-native security controls for our cloud-hosted infrastructure, including configuration management, access logging, and continuous posture monitoring. ● Data Governance: Formal internal policies governing the classification, handling, retention, and disposal of sensitive data, including customer PII, financial data, and proprietary information.
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We are evaluating investment in industry-standard security technologies commensurate with the size and risk profile of our business. No formal implementation of the above controls has occurred to date. We intend to prioritize and implement these controls on a phased basis, informed by the findings of our FY2024 external risk assessment. 3.
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Detect — Threat Detection and Monitoring We are evaluating the engagement of a managed 24/7 Security Operations Center (SOC) to provide continuous threat monitoring across our IT environment.
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Under this model, the SOC team would monitor security alerts generated by a SIEM platform, endpoint protection tools, network security devices, and other detection capabilities, with alerts triaged and escalated to senior management in accordance with incident response procedures.
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No managed SOC has been engaged to date. 22 Table of Contents We are also reviewing subscriptions to industry threat intelligence services and, where appropriate, participation in information-sharing forums relevant to the digital asset and financial technology sectors, to stay current on threat actor tactics, techniques, and procedures (TTPs) targeting companies similar to ours.
Added
These capabilities are under consideration for future implementation. 4. Respond and Recover — Incident Response Planning We are in the process of developing a written cybersecurity incident response plan (“IRP”) designed to provide a structured approach to detecting, containing, eradicating, and recovering from cybersecurity incidents.
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The IRP, when completed, is intended to establish defined procedures for: ● Initial detection, triage, and classification of potential security incidents, including a materiality analysis framework to evaluate incidents for potential disclosure obligations under SEC rules and applicable securities laws; ● Escalation and notification protocols to senior management and the Audit Committee, including escalation timelines tied to incident severity; ● Containment and eradication activities designed to limit the impact of an incident and prevent recurrence; ● Communication procedures for notifying affected customers, regulators, law enforcement, and other stakeholders as required by applicable law; and ● Post-incident review and remediation to identify root causes and implement corrective measures.
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The IRP has not yet been finalized. We intend to review and update the plan at least annually once adopted, to reflect changes in our threat environment, business operations, and regulatory requirements. We are also evaluating the conduct of tabletop exercises to test our incident response capabilities once the IRP is in place. 5.
Added
Workforce Training and Security Awareness We recognize that human error is one of the most significant risk factors in cybersecurity, and we are committed to building a security-aware organizational culture. We are currently evaluating the development of a formal cybersecurity training curriculum in collaboration with our crypto-processing subsidiary.
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The program under consideration is expected to cover: ● Phishing awareness and identification of social engineering attacks; ● Password hygiene and secure credential management; ● Safe handling of sensitive customer data and PII; ● Email security best practices, including how to identify and report suspicious messages; and ● Applicable data protection policies and compliance obligations.
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No formal training program has been implemented to date. We intend, once a curriculum is developed, to require all employees to complete cybersecurity awareness training on at least an annual basis, with role-specific training for personnel with access to particularly sensitive systems or data.
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We are also evaluating the use of periodic phishing simulation exercises to test employee awareness and identify areas for additional training. 6.
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Third-Party and Supply Chain Risk Management We recognize that our security posture is affected not only by our own controls but also by the security practices of the third-party vendors , service providers, and partners with whom we share data or on whom we rely for critical services. We are evaluating the development of a formal third-party risk management program.
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The elements under consideration include: ● Security evaluation of third-party vendors and service providers prior to onboarding, including assessment of their cybersecurity controls, certifications, and compliance posture; 23 Table of Contents ● Contractual requirements for third-party vendors to maintain appropriate technical, administrative, and physical cybersecurity controls, including requirements for prompt notification of security incidents that may affect our data or systems; ● Ongoing monitoring of key third-party relationships to assess any changes in their security posture or risk profile; and ● Periodic reassessment of vendor risk as part of our overall enterprise risk management process.
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No formal third-party cybersecurity risk management program has been implemented to date. We intend to apply any such program, once developed, to all significant vendors, including any managed security service providers engaged to supplement our internal IT capabilities.
Added
As a company operating in the digital asset sector, we are subject to ongoing cybersecurity threats and may experience security events from time to time. To date, any incidents we have experienced have been addressed through our security operations capabilities without material impact.
Added
We note that the digital asset industry has experienced a number of high-profile cybersecurity incidents at other companies, some of which have resulted in material losses of customer assets or sensitive data and significant regulatory and legal consequences. We continue to monitor the evolving threat landscape and invest in our cybersecurity defenses in light of these industry developments.
Added
We cannot provide assurance that future cybersecurity incidents will not occur or that any future incidents will not have a material effect on our business.
Added
For a detailed discussion of cybersecurity-related risks facing our business, including risks related to private key loss, platform disruption, data breaches, regulatory exposure, and the security of third-party blockchain networks, see Item 1A, “Risk Factors,” which is incorporated by reference into this Item 1C.
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Cybersecurity Governance Board of Directors and Audit Committee Oversight Our Board considers cybersecurity risk as an integral component of its overall risk oversight function.
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The Audit Committee oversees management’s implementation of our cybersecurity risk management program, including the processes and policies for determining risk tolerance, and reviews management’s strategies for adequately mitigating and managing identified cybersecurity risks.
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The Audit Committee receives updates from management regarding cybersecurity risks, the status of our cybersecurity program, significant emerging threats, and the results of risk assessments and security testing, at least quarterly and more frequently as significant matters warrant. The Audit Committee reports its cybersecurity-related findings and recommendations to the full Board on a periodic basis.
Added
Management updates the Audit Committee and the Board as necessary regarding material cybersecurity occurrences and the measures the Company is taking to prevent, contain, and remediate the same. As our cybersecurity program matures, the Board will consider developing additional specific cybersecurity oversight functions and protocols commensurate with the size and complexity of our business.
Added
Management Responsibility Day-to-day cybersecurity risk management responsibility rests with our subsidiary-level IT professionals, who work in collaboration with our external managed security service providers and, as appropriate, our outsourced virtual CISO (“vCISO”).
Added
Our management team is responsible for assessing and managing material cybersecurity risks and for our overall cybersecurity risk management program on a day-to-day basis, including supervising both our internal IT personnel and the relationship with our retained external security consultants. 24 Table of Contents Our subsidiary-level IT professionals are responsible for overseeing the security of our IT networks and infrastructure, with a focus on preventing, detecting, addressing, and mitigating risks related to unauthorized access, misuse, malware, ransomware, social engineering, and other security threats.
Added
We intend to supplement these internal efforts with managed security service providers as our program matures. Management escalates significant cybersecurity matters to senior management and the Audit Committee in accordance with defined escalation protocols, including any matters that may require disclosure under the SEC’s cybersecurity reporting rules or other applicable law.
Added
Management also ensures that the Audit Committee receives prompt notification of any cybersecurity incidents that have, or are reasonably likely to have, a material effect on the Company.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−1 removed0 unchanged
Biggest changeAs of December 28, 2024, our Fintech segment’s offices were located in Montreal, Quebec, Canada in a leased facility consisting of approximately 2,100 square feet. We believe our Fintech segment's office space is sufficient to meet our current needs. ITEM 3.
Biggest changeOur Fintech segment maintained offices in Montreal, Quebec, Canada, across two leased facilities with approximately 2,100 and 2,500 square feet, respectively. We believe this office space is adequate to meet our current operational needs.
ITEM 2. PROPERTIES As of December 28, 2024, our executive offices were located in Las Vegas, Nevada in a leased facility consisting of 800 square feet of office space. We believe our executive office space is sufficient to meet our current needs.
ITEM 2. PROPERTIES As of December 27, 2025, our executive offices were located in Las Vegas, Nevada in a leased facility consisting of 3,600 square feet of office space. We believe our executive office space is sufficient to meet our current needs.
Removed
LEGAL PROCEEDINGS The information in response to this item is included in Note 21, Commitments and Contingencies, to the Consolidated Financial Statements included in Part II, Item 8, of this Form 10-K. ITEM 4. MINE SAFETY DISCLOSURES None. 66 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

2 edited+0 added−0 removed1 unchanged
Biggest changeInformation concerning securities authorized for issuance under equity compensation plans is included in Part III, Item 12 of this report. ITEM 6. SELECTED FINANCIAL DATA Not applicable. 67 Table of Contents
Biggest changeInformation concerning securities authorized for issuance under equity compensation plans is included in Part III, Item 12 of this Report.
ITEM 5. MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Dividends Our common stock trades under the symbol “ALTS” on The Nasdaq Capital Market. As of March 25, 2025, there were approximately 279 stockholders of record, which excludes stockholders whose shares were held in nominee or street name by brokers.
ITEM 5. MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Dividends Our common stock trades under the symbol “ALTS” on The Nasdaq Capital Market. As of April 9, 2026, there were approximately 0 stockholders of record, which excludes stockholders whose shares were held in nominee or street name by brokers.

Item 7. Management's Discussion & Analysis

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

26 edited+20 added−15 removed8 unchanged
Biggest changeResults of Operations The following table sets forth certain statement of operations items from continuing and discontinued operations and as a percentage of revenue, for the periods indicated (in $000’s): Fiscal Year Ended December 28, 2024 Fiscal Year Ended December 30, 2023 Statement of Operations Data: Revenue $ 12,532 $ — Cost of revenue 6,238 — Gross profit 6,294 — Selling, general and administrative expenses 13,856 4,746 Impairment charges — 15,100 Operating loss (7,562) (19,846) Interest (expense) income, net (879) 2,250 Gain on litigation settlement 374 — Unrealized loss on marketable securities (1,058) (926) Other income, net (161) 998 Net loss before provision for income taxes (9,286) (17,524) Income tax benefit (3,041) (429) Net loss income from continuing operations (6,245) (17,095) Income from discontinued operations — 10,254 Income tax provision for discontinued operations — 971 Net income from discontinued operations — 9,283 Net loss $ (6,245) $ (7,812) 69 Table of Contents The following tables set forth revenues for key product and service categories, percentages of total revenue and gross profits earned by key product and service categories and gross profit percent as compared to revenues for each key product category indicated (in $000’s): Fiscal Year Ended December 28, 2024 Fiscal Year Ended December 30, 2023 Net Revenue Percent of Total Net Revenue Percent of Total Revenue Fintech $ 12,532 100 % $ — — % Biotech — — % — — % Corporate and other — — % — — % Discontinued operations — — % 3,795 100 % Total revenue $ 12,532 100 % $ 3,795 100 % Fiscal Year Ended December 28, 2024 Fiscal Year Ended December 30, 2023 Gross Profit Gross Profit % Gross Profit Gross Profit % Gross Profit Fintech $ 6,294 50 % $ — — % Biotech — — % — — % Corporate and other — — % — — % Discontinued operations — — % (197) (5) % Total gross profit $ 6,294 50 % $ (197) (5) % Revenue Revenue increased by approximately $8.8 million for the fiscal year ended December 28, 2024, as compared to the year ended December 30, 2023.
Biggest changeAdjusted EBITDA (Non-GAAP) Fintech Biotech (Discontinued Operations) Total Reportable Segments Corporate and Other Total Income (loss) before income taxes $ (8,310 ) $ (3,898 ) $ (12,208 ) $ (419,918 ) $ (432,126 ) Interest expense, net 2,754 — 2,754 1,114 3,868 Depreciation and amortization 3,339 1,929 5,268 — 5,268 Stock based compensation — — — 5,901 5,901 Unrealized loss on cryptocurrency assets — — — 402,054 402,054 Other adjustments (394 ) — (394 ) — (394 ) Adjusted EBITDA $ (2,611 ) $ (1,969 ) $ (4,580 ) $ (10,849 ) $ (15,429 ) Results of Operations The following table sets forth certain statement of operations items from continuing and discontinued operations and as a percentage of revenue, for the periods indicated (in $000’s): Fiscal Year Ended December 27, 2025 Fiscal Year Ended December 28, 2024 Statement of Operations Data: Revenue $ 24,840 $ 11,887 Cost of revenue 14,652 6,238 Gross profit 10,188 5,649 Selling, general and administrative expenses 33,039 12,572 Impairment charges — — Operating loss (22,851 ) (6,923 ) Interest expense, net (3,869 ) (1,159 ) Realized (loss) gain on exchange transactions 374 1,019 Unrealized loss on marketable securities — (1,238 ) Unrealized loss on cryptocurrency assets (402,054 ) — Unrealized gain on exchange transactions 768 — Other expense, net (596 ) (160 ) Net loss before provision for income taxes (428,228 ) (8,461 ) Income tax expense (benefit) (86,742 ) (160 ) Net loss income from continuing operations (341,486 ) (8,301 ) Loss from discontinued operations (3,898 ) (2,148 ) Income tax benefit from discontinued operations (877 ) (2,881 ) Net (loss) income from discontinued operations (3,021 ) 733 Net loss $ (344,507 ) $ (7,568 ) 28 Table of Contents The following tables set forth revenues for key product and service categories, percentages of total revenue and gross profits earned by key product and service categories and gross profit percent as compared to revenues for each key product category indicated (in $000’s): Fiscal Year Ended December 27, 2025 Fiscal Year Ended December 28, 2024 Net Revenue Percent of Total Net Revenue Percent of Total Revenue Fintech $ 24,840 100 % $ 11,887 100 % Biotech — — % — — % Corporate and other — — % — — % Total revenue $ 24,840 100 % $ 11,887 100 % Fiscal Year Ended December 27, 2025 Fiscal Year Ended December 28, 2024 Gross Profit Gross Profit % Gross Profit Gross Profit % Gross Profit Fintech $ 10,188 41 % $ 5,649 48 % Biotech — — % — — % Corporate and other — — % — — % Total gross profit $ 10,188 41 % $ 5,649 48 % Revenue Revenue increased by approximately $13.0 million for the fiscal year ended December 27, 2025, as compared to the year ended December 28, 2024.
The short-term intended result of that series of 71 Table of Contents transactions would be for us to own a controlling interest in that subsidiary, but to decouple it from us so that it would operate on a stand-alone basis, although its financial statements would continue to be consolidated with ours for as long as we have a controlling interest.
The short-term intended result of that series of transactions would be for us to own a controlling interest in that subsidiary, but to decouple it from us so that it would operate on a stand-alone basis, although its financial statements would continue to be consolidated with ours for as long as we have a controlling interest.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS For a description of our significant accounting policies and an understanding of the significant factors that influenced our performance during the fiscal year ended December 28, 2024, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (hereafter referred to as “MD&A”) should be read in conjunction with the consolidated financial statements, including the related notes, appearing in Part II, Item 8 of this 10-K for the fiscal year ended December 28, 2024.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS For a description of our significant accounting policies and an understanding of the significant factors that influenced our performance during the fiscal year ended December 27, 2025, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (hereafter referred to as “MD&A”) should be read in conjunction with the consolidated financial statements, including the related notes, appearing in Part II, Item 8 of this 10-K for the fiscal year ended December 27, 2025.
We intend to raise funds to support future development of JAN 123 either through capital raises or structured arrangements, which would include effectuating our previously announced intention to capitalize a subsidiary with certain of our biotechnology assets, acquire an additional biotechnology asset, and then engage in a financing of that subsidiary.
We intend to raise funds to support future development of JAN123 either through capital raises or structured arrangements, which would include effectuating our previously announced intention to capitalize a subsidiary with certain of our biotechnology assets, acquire an additional biotechnology asset, and then engage in a financing of that subsidiary.
Management regularly reviews its estimates and assumptions, which are 68 Table of Contents based on historical factors and other factors believed to be relevant under the circumstances. Actual results may differ from these estimates under different assumptions, estimates or conditions.
Management regularly reviews its estimates and assumptions, which are based on historical factors and other factors believed to be relevant under the circumstances. Actual results may differ from these estimates under different assumptions, estimates or conditions.
We operate three reportable segments: • Fintech: Our Fintech segment provides next generation blockchain-powered technologies for tokenization, trading, clearing, settlement, payment, and safe-keeping of digital assets • Biotechnology: Our Biotechnology segment is focused on finding treatments for conditions that cause severe pain and bringing to market drugs with non-addictive pain-relieving properties.
During the periods disclosed in this Annual Report, we operated three segments: Fintech Our Fintech segment provides next-generation blockchain-powered technologies for tokenization, trading, clearing, settlement, payment, and safe-keeping of digital assets. 26 Table of Contents Biotechnology Our Biotechnology segment is focused on finding treatments for conditions that cause severe pain and bringing to market drugs with non-addictive pain-relieving properties.
Our 2024 fiscal year ended on December 28, 2024 (“fiscal 2024”). Our 2023 fiscal year ended on December 30, 2023 (“fiscal 2023”). Application of Critical Accounting Policies Our discussion of the financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States.
Application of Critical Accounting Policies Our discussion of the financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States.
Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties and potentially result in materially different results under different assumptions and conditions. Critical accounting policies include intangible impairment under ASC 350, revenue recognition under ASC 606, and going concern under ASC 205.
Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties and potentially result in materially different results under different assumptions and conditions.
We reported a net loss of approximately $6.2 million for the fiscal year ended December 28, 2024, and net loss from continuing operations of approximately $17.1 million for the fiscal year ended December 30, 2023, for the reasons discussed above.
We reported a net loss from continuing operations of approximately $341.5 million for the fiscal year ended December 27, 2025, and net loss from continuing operations of approximately $8.3 million for the fiscal year ended December 28, 2024, for the reasons discussed above.
Interest Income (Expense), net Interest expense, net, was approximately $880,000 for the fiscal year ended December 28, 2024, as compared to interest income, net, of approximately $2.3 million for the year ended December 30, 2023.
Interest Expense, net Interest expense, net, was approximately $3.9 million for the fiscal year ended December 27, 2025, as compared to approximately $1.2 million for the year ended December 28, 2024.
The increase is due to the acquisition of ALT5 Subsidiary during May 2024, partially offset by no revenue from discontinued operations for the fiscal year ended December 28, 2024. Gross Profit Gross profit increased by approximately $6.5 million for the fiscal year ended December 28, 2024, as compared to the year ended December 30, 2023.
The increase is due to the acquisition of ALT5 Subsidiary during May 2024, as well as the acquisition of Mswipe during May 2025. Gross Profit Gross profit increased by approximately $4.6 million for the fiscal year ended December 27, 2025, as compared to the year ended December 28, 2024.
Additionally, the Company has total current assets of approximately $35.0 million and total current liabilities approximately of $40.9 million, resulting in a net negative working capital of approximately $5.9 million. Cash provided operations was approximately $1.0 million. In Item 1A.
Additionally, the Company has total current assets of approximately $29.5 million and total current liabilities approximately of $51.4 million, resulting in a net negative working capital of approximately $21.9 million. Cash used in operations was approximately $7.2 million.
Future Sources of Cash; New Acquisitions, Products and Services We acquired ALT5 Subsidiary during May 2024, as discussed above. We may require additional debt financing and/or capital to finance new acquisitions or consummate other strategic investments in our business.
Future Sources of Cash; New Acquisitions, Products and Services We may require additional debt financing and/or capital to finance new acquisitions, conduct our Phase IIb clinical trials for our Biotechnology segment, or consummate other strategic investments in our business.
We currently expect that the biotechnology subsidiary transaction discussed above will allow us to finance our Phase IIb clinical trials, No assurance can be given any financing obtained may not further dilute or otherwise impair the ownership interest of our existing stockholders or our ownership interest in the to-be-effectuated biotechnology subsidiary. 72 Table of Contents Off Balance Sheet Arrangements At December 28, 2024, we had no off-balance sheet arrangements, commitments or guarantees that require additional disclosure or measurement.
No assurance can be given any financing obtained may not further dilute or otherwise impair the ownership interest of our existing stockholders. Off Balance Sheet Arrangements At December 27, 2025, we had no off-balance sheet arrangements, commitments or guarantees that require additional disclosure or measurement.
Cash provided by investing activities was approximately $5.9 million for the fiscal year ended December 28, 2024, compared to cash used in investing activities of approximately $156,000 for the fiscal year ended December 30, 2023.
There was no cash used in operating activities for discontinued operations during the fiscal years ended December 27, 2025 or December 28, 2024. Cash used in investing activities was approximately $706.6 million for the fiscal year ended December 27, 2025, compared to cash provided by investing activities of approximately $5.9 million for the fiscal year ended December 28, 2024.
We have previously announced our intention to capitalize a subsidiary with certain of our biotechnology assets, acquire an additional biotechnology asset, and then engage in a financing of that subsidiary.
We have previously announced our intention to capitalize a subsidiary with certain of our biotechnology assets, acquire an additional biotechnology asset, and then engage in the financing of that subsidiary. The short-term intended result of that series of transactions would be to decouple it from us so that it would operate on a stand-alone basis.
Selling, General and Administrative Expense Selling, general and administrative expenses from continuing operations increased by approximately $7.6 million for the fiscal year ended December 28, 2024, as compared to the year ended December 30, 2023, primarily due to the acquisition of ALT5 Subsidiary during May 2024, increased amortization costs relating to the Soin intangibles in our Biotech segment, and increased stock-based compensation expense related to grants of RSU's, as well as costs for professional services in our Corporate and Other segment.
Selling, General and Administrative Expense Selling, general and administrative expenses from continuing operations increased by approximately $20.5 million for the fiscal year ended December 27, 2025, as compared to the year ended December 28, 2024, primarily due to the acquisitions of ALT5 Subsidiary in May 2024 and Mswipe in May 2025, as well as higher bad debt and legal expenses and increased stock-based compensation from RSU grants.
Results of Operations by Segment The following table sets forth the results of operations by segment (in $000’s): Fiscal Year Ended December 28, 2024 Fiscal Year Ended December 30, 2023 Fintech Biotech Corporate and other Discontinued Operations Total Fintech Biotech Corporate and other Discontinued Operations Total Revenue $ 12,532 $ — $ — $ — $ 12,532 $ — $ — $ — $ 3,795 $ 3,795 Cost of revenue 6,238 — — — 6,238 — — — 3,992 3,992 Gross profit 6,294 — — — 6,294 — — — (197) (197) Selling, general and administrative expense 5,389 2,148 6,206 — 13,743 — 1,531 3,215 1,467 6,213 Impairment charges — — — — — — — 15,100 — 15,100 Gain on sale of ARCA — — — — — — — — (12,102) (12,102) Operating (loss) income 905 (2,148) (6,206) — (7,449) — (1,531) (18,315) 10,438 (9,408) Fintech Segment Our Fintech segment consists of ALT5 Subsidiary, which was acquired during May 2024.
Results of Operations by Segment The following table sets forth the results of operations by segment (in $000’s): Fiscal Year Ended December 27, 2025 Fiscal Year Ended December 28, 2024 Fintech Biotech (Discontinued Operations) Corporate and other Total Fintech Biotech (Discontinued Operations) Corporate and other Total Revenue $ 24,840 $ — $ — $ 24,840 $ 11,887 $ — $ — $ 11,887 Cost of revenue 14,652 — — 14,652 6,238 — — 6,238 Gross profit 10,188 — — 10,188 5,649 — — 5,649 Selling, general and administrative expense 16,370 3,898 16,669 36,937 5,456 2,148 7,116 14,720 Impairment charges — — — — — — — — Gain on sale of ARCA — — — — — — — — Operating (loss) income (6,182 ) (3,898 ) (16,669 ) (26,749 ) 193 (2,148 ) (7,116 ) (9,071 ) Fintech Segment Our Fintech segment consists of ALT5 Subsidiary, which was acquired during May 2024, as well as Mswipe, which was acquired during May 2025.
Cash provided by investing activities for the fiscal year ended December 28, 2024 was related to cash acquired in the acquisition of ALT5 Subsidiary, while cash used in investing activities for the fiscal year ended December 30, 2023 was all associated with discontinued operations and was related to purchases of property and equipment.
Cash used in investing activities for the fiscal year ended December 27, 2025 was primarily the purchase of WLFI tokens, partially offset by tokens redeemed during the period, while cash provided by investing activities for the fiscal year ended December 28, 2024 was related to cash acquired in the acquisition of ALT5 Subsidiary.
Revenue for the fiscal year ended December 28, 2024 was approximately $12.5 million, and gross margin percentage was 50.2%. Operating income for the fiscal year ended December 28, 2024 was approximately $900,000. Biotech Segment Our Biotech segment generated no revenue for the fiscal year ended December 28, 2024.
Revenue for the fiscal year ended December 27, 2025 was approximately $24.8 million, and gross margin percentage was 41.0%. Operating loss for the fiscal year ended December 27, 2025 was approximately $6.2 million. Corporate and Other Segment Our Corporate and Other segment generated no revenue for the fiscal year ended December 27, 2025.
We had no discontinued operations during the fiscal year ended December 28, 2024. The change in cash was primarily due to results of operations as discussed above.
Cash Flows During the fiscal year ended December 27, 2025, cash used in operations was approximately $7.2 million, compared to cash provided by operations of approximately $1.8 million during the fiscal year ended December 28, 2024. The decrease in cash was primarily due to results of operations as discussed above.
Sources of Liquidity We acknowledge that we continue to face a challenging competitive environment as we continue to focus on our overall profitability, including managing expenses.
There was no cash used in financing activities for discontinued operations during the fiscal years ended December 27, 2025 or December 28, 2024 Sources of Liquidity We acknowledge that we continue to face a challenging competitive environment as we continue to focus on our overall profitability, including managing expenses.
Unrealized Loss on Marketable Securities Unrealized loss on marketable securities for the fiscal year ended December 28, 2024 was approximately $1.1 million, as compared to a loss of approximately $925,000 for the fiscal year ended December 30, 2023.
The change was primarily driven by the acquisition of ALT5 Subsidiary in May 2024, as well as higher average debt balances during the period. 29 Table of Contents Unrealized Loss on Marketable Securities Unrealized loss on marketable securities for the fiscal year ended December 28, 2024 was approximately $1.2 million.
Cash used in financing activities from discontinued operations for the fiscal year ended December 30, 2023 was approximately $2.2 million and was primarily due to the repayment of debt obligations in the amount of approximately $7.3 million, partially offset by proceeds from the issuance of debt obligations of approximately $5.1 million.
There was no cash used in investing activities for discontinued operations during the fiscal years ended December 27, 2025 or December 28, 2024 31 Table of Contents Cash provided by financing activities was approximately $716.8 million for the fiscal year ended December 27, 2025, and primarily relates to proceeds received from equity financing and the issuance of notes payable, partially offset by cash paid for fees related to the equity financing, cash paid for notes payable and related party notes payable.
The increase is due to the acquisition of ALT5 Subsidiary during May 2024, partially offset by no revenue from discontinued operations for the fiscal year ended December 28, 2024.
The increase is due to the acquisition of ALT5 Subsidiary during May 2024, as well as the acquisition of Mswipe during May 2025.
An unrealized gain or loss on marketable securities is recorded to mark to fair value securities received in connection to the sale of GeoTraq.
Unrealized gains or losses on marketable securities reflect the mark-to-fair-value adjustment for securities received in connection with the sale of GeoTraq. No such transactions occurred during the fiscal year ended December 27, 2025. Unrealized Loss on Cryptocurrency Assets Unrealized loss on cryptocurrency assets for the fiscal year ended December 27, 2025 was approximately $402.0 million.
Removed
In addition, through our sale of subsidiaries ARCA Recycling, Connexx, and ARCA Canada and the assets of GeoTraq Inc., we have exited these legacy businesses; Consequently, the results for these businesses are reported as discontinued operations for the years ended December 28, 2024 and December 30, 2023.
Added
The Biotech segment is being presented as a discontinued operation for the years ended December 27, 2025 and December 28, 2024 (see Note 4 of our Condensed Consolidated Financial Statements).
Removed
The short-term intended result of that series of transactions would be for to decouple it from us so that it would operate on a stand-alone basis. • Corporate and Other: Our Corporate and Other segment consists of certain corporate general and administrative costs. Reporting Period. We report on a 52- or 53-week fiscal year.
Added
Corporate and Other In August 2025, the Company closed a $1.5 billion registered direct offering and concurrent private placement – led by World Liberty Financial, Inc. – to support our WLFI Treasury Strategy. As a result, the Company acquired a significant position in WLFI, the native governance token of the World Liberty Financial ecosystem.
Removed
Impairment Charges Impairment charges recorded during the fiscal year ended December 30, 2023 were approximately $15.1 million. These charges relate to the full impairment of the VM7 and SPYR notes receivable of approximately $5.3 million and $9.8 million, respectively (See Note 9 of the Consolidated Financial Statements). No impairment charges were recorded during the fiscal year ended December 28, 2024.
Added
WLFI is a digital asset that is designed to provide governance functions within the World Liberty Financial ecosystem. With a fixed maximum supply of 100 billion tokens, WLFI powers decentralized lending, borrowing, staking, and governance within a rapidly growing DeFi platform. A core driver of WLFI’s value is its economic linkage to USD1, the ecosystem’s flagship U.S. dollar-pegged stablecoin.
Removed
The change was primarily due to no longer accreting the discounts in connection with the promissory note with SPYR and the receivable from VM7, 70 Table of Contents promissory notes entered into during the year ended December 28, 2024, as well as the acquisition of ALT5 Subsidiary during May 2024.
Added
USD1 is issued on a basis intended to be fully reserved, audited, and redeemable. USD1 aims to establish itself as a primary medium of exchange for institutions and consumers alike. Increased adoption of USD1 directly accrues value to WLFI holders through protocol fees, governance rights, and ecosystem growth.
Removed
Gain on Sale of the Recycling Subsidiaries During the fiscal year ended December 30, 2023, we recorded a gain on the sale of the Recycling Subsidiaries of approximately $12.1 million from discontinued operations. See Note 4 of the Consolidated Financial Statements.
Added
We currently intend to integrate WLFI into our existing payment and trading infrastructure, which serves clients in North America, Europe, and Asia.
Removed
Selling, general and administrative expenses increased primarily due to increased amortization costs relating to the Soin intangibles. Corporate and Other Segment Our Corporate and Other segment generated no revenue for the fiscal year ended December 28, 2024.
Added
Our vision includes collaborating with WLFI to help enable everyday commerce – such as retailers accepting WLFI or USD1, with instant fiat conversion, cross-border B2B settlements, and tokenized assets settled using WLFI and/or USD1 as the medium of exchange. Our policy remains a committed long-term approach, with future acquisitions funded through operating cash flows, structured debt, and selective capital raises.
Removed
Selling, general and administrative expenses increased primarily due to increased stock-based compensation expense related to grants of RSU's, as well as increased costs for professional services. Discontinued Operations Discontinued operations consist of our Recycling segment, which was disposed of effective March 1, 2023. We had no discontinued operations for the fiscal year ended December 28, 2024.
Added
Sales are restricted to liquidity requirements or material portfolio rebalancing events. Our Corporate and Other segment consists of WLFI assets, including any additions, redemptions, or mark-to-market changes in value, which are recorded within the Company’s Corporate and Other segment. Our Corporate and Other segment also consists of certain corporate general and administrative costs. Reporting Period.
Removed
Liquidity and Capital Resources Overview The accompanying financial statements have been prepared under the assumption that we will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As of December 28, 2024, our cash on hand was approximately $7.2 million.
Added
We report on a 52- or 53-week fiscal year. Our 2025 fiscal year ended on December 27, 2025 (“fiscal 2025”). Our 2024 fiscal year ended on December 28, 2024 (“fiscal 2024”).
Removed
Our ability to continue as a going concern is dependent upon the success of future capital raises or structured settlements and cash flows from the acquisition of ALT5 Subsidiary to fund the required testing to obtain FDA approval of JAN 123, as well as to fund our day-to-day operations.
Added
Critical accounting policies include intangible impairment under ASC 350, and revenue recognition under ASC 606. 27 Table of Contents Adjusted EBITDA We evaluate the performance of our operations based on financial measures such as “Adjusted EBITDA”, which is a non-U.S. GAAP financial measure.
Removed
The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. While we will actively pursue these additional sources of financing, management cannot make any assurances that such financing will be secured.
Added
We define Adjusted EBITDA as net income (loss) before interest expense, interest income, income taxes, depreciation, amortization, stock-based compensation, and other non-cash or nonrecurring charges. We believe that Adjusted EBITDA is an important indicator of the operational strength and performance of the business, including the business’s ability to fund acquisitions and other capital expenditures, and to service its debt.
Removed
Cash Flows During the fiscal year ended December 28, 2024, cash provided by operations was approximately $1.8 million, compared to cash provided by operations of approximately $855,000 during the fiscal year ended December 30, 2023. Cash provided by operating activities from discontinued operations during the fiscal year ended December 30, 2023 was approximately $2.3 million.
Added
Additionally, this measure is used by management to evaluate operating results and perform analytical comparisons and identify strategies to improve performance. Adjusted EBITDA is also a measure that is customarily used by financial analysts to evaluate a company’s financial performance, subject to certain adjustments. Adjusted EBITDA does not represent cash flows from operations, as defined by U.S.
Removed
Cash provided by financing activities was approximately $777,000 for the fiscal year ended December 30, 2023.
Added
GAAP, and should not be construed as an alternative to net income or loss and is indicative neither of our results of operations, nor of cash flows available to fund all our cash needs. It is, however, a measurement that we believe is useful to investors in analyzing our operating performance.
Removed
Risk Factors, management has addressed and evaluated the risk factors that could materially and adversely affect the entity’s business, financial condition and results of operations, cash flows, and liquidity.
Added
Accordingly, Adjusted EBITDA should be considered in addition to, but not as a substitute for, net income, cash flow provided by operating activities, and other measures of financial performance prepared in accordance with U.S. GAAP. As companies often define non-U.S.
Removed
The Company has determined that the risk factors do not materially affect the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.
Added
GAAP financial measures differently, Adjusted EBITDA, as calculated by the Company, should not be compared to any similarly titled measures reported by other companies.
Removed
Based on the above, management has concluded that the Company is not aware and did not identify any other conditions or events that would cause the Company to not be able to continue business as a going concern for the next 12 months.
Added
An unrealized loss was recorded to mark our WLFI tokens to fair value. No such unrealized gain or loss was recorded during the fiscal year ended December 28, 2024. Segment Performance We report our business in the following segments: Fintech, Biotechnology and Corporate and Other.
Added
During fiscal 2025, the Company announced its intent formally to separate its Biotechnology segment, also known as Alyea. As a result, the Biotechnology segment is presented as discontinued operations for the fiscal years ended December 27, 2025 and December 28, 2024.
Added
Selling, general and administrative expenses increased by approximately $9.6 million primarily due to increased costs for stock-based compensation and legal expenses, as well as other professional services. Biotech Segment (Discontinued Operations) During fiscal 2025, the Company announced its intent formally to separate its Biotechnology segment, also known as Alyea.
Added
As a result, the Biotechnology segment is presented as discontinued operations for the fiscal year ended December 27, 2025.
Added
Selling, general and administrative expenses increased over the prior year period primarily due to increases in professional fees and research and development costs. 30 Table of Contents Adjusted EBITDA (Non-GAAP) Reconciliation The following table presents a reconciliation of net income to Adjusted EBITDA for the fiscal years ended December 27, 2025 and December 28, 2024 (in $000’s): For the Year Ended December 27, 2025 December 28, 2024 Net income (loss) $ (344,507 ) $ (7,568 ) Depreciation and amortization 5,268 3,401 Stock-based compensation 5,901 2,283 Interest expense (income), net 3,868 1,159 Income tax expense (benefit) (87,619 ) (3,041 ) Unrealized loss on marketable securities — 1,238 Unrealized gain on exchange transactions (768 ) 1,019 Realized loss (gain) on exchange transactions 374 — Unrealized loss on cryptocurrency assets 402,054 — Adjusted EBITDA $ (15,429 ) $ (1,509 ) Adjusted EBITDA decreased by approximately $13.9 million for the fiscal year ended December 27, 2025, as compared to the prior year period.
Added
The decrease was primarily due to the results of operations, as discussed above. Liquidity and Capital Resources Overview As of December 27, 2025, our cash on hand was approximately $6.2 million. Approximately $3.5 million of cash has been fully reserved in connection with the legal matter, further described in Note 20 to the consolidated financial statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As of December 28, 2024, we did not participate in any market risk-sensitive commodity instruments for which fair value disclosure would be required.
Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As of December 27, 2025, we did not participate in any market risk-sensitive commodity instruments for which fair value disclosure would be required.
We believe we are not subject in any material way to other forms of market risk, such as foreign currency exchange risk or foreign customer purchases or commodity price risk. 73 Table of Contents
We believe we are not subject in any material way to other forms of market risk, such as foreign currency exchange risk or foreign customer purchases or commodity price risk. 32 Table of Contents

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