Ai Financial Corp — Quarterly Report (Form 10-Q)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended March 28, 2026

 

or

 

☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Commission File No. 0-19621

 

AI FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada		41-1454591
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
8548 Rozita Lee Ave, Suite 305 Las Vegas, Nevada		89113
(Address of principal executive offices)		(Zip Code)

 

702-997-5968

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		AIFC		The Nasdaq Stock Market LLC
				(The Nasdaq Capital Market)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

 

As of May 12, 2026, there were 139,836,511 outstanding shares of the registrant’s common stock, with a par value of $0.001.

 

 

 

A1 FINANCIAL CORPORATION

 

INDEX TO FORM 10-Q

 

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements	3
	Unaudited Condensed Consolidated Balance Sheets as of March 28, 2026 and December 27, 2025	3
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the 13 weeks ended March 28, 2026 and March 29, 2025	4
	Unaudited Condensed Consolidated Statements of Cash Flows for the 13 weeks ended March 28, 2026 and March 29, 2025	5
	Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the 13 weeks ended March 28, 2026 and March 29, 2025	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	42
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 3.	Defaults Upon Senior Securities	44
Item 4.	Mine Safety Disclosures	44
Item 5	Other Information	44
Item 6.	Exhibits	44
SIGNATURE		46

 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. Condensed Consolidated Financial Statements

 

AI FINANCIAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per-share amounts)

 

		March 28, 2026				December 27, 2025
			(Unaudited)
Assets
Cash		$	10,522			$	6,222
Short term investment			5,000				-
Trade and other receivables, net			1,348				2,292
Digital assets receivable			12,512				17,997
Prepaid expenses and other current assets			2,221				2,369
Other current assets			409				381
Current assets from discontinued operations			192				205
Total current assets			32,204				29,466
Property and equipment, net			26				28
Right of use assets			94				102
Intangible assets, net			22,153				23,040
Cryptocurrency assets at fair value			706,362				1,054,663
Deferred income taxes, net			170,583				83,876
Goodwill			12,297				12,297
Other assets from discontinued operations			15,983				15,983
Total assets		$	959,702			$	1,219,455
Liabilities, Mezzanine Equity and Stockholders’ Equity (Deficit)
Liabilities:
Accounts payable		$	3,256			$	5,102
Accrued liabilities - other			9,100				8,538
Digital assets payable			20,181				28,693
Convertible debentures			75				563
Operating lease liabilities			22				5
Notes payable			4,869				5,944
Current liabilities from discontinued operations			1,579				2,554
Total current liabilities			39,082				51,399
Notes payable			23,437				8,747
Operating lease liabilities			85				107
Total liabilities			62,604				60,253
Commitments and contingencies (Note 9)			-				-
Mezzanine equity
Convertible preferred stock, series S - par value $0.001 per share 200,000 authorized, 100,000 shares issued and outstanding at March 28, 2026 and December 27, 2025			3,856				3,856
Stockholders’ equity:
Preferred stock, series A - par value $0.001 per share 2,000,000 authorized, 0 shares issued and outstanding at March 28, 2026 and December 27, 2025			—				—
Preferred stock, series B - par value $0.001 per share, 34,250 authorized, 34,207 shares issued and outstanding at March 28, 2026 and December 27, 2025			717				717
Convertible preferred stock, series I - par value $0.001 per share, 2,000,000 authorized, 12,500 and 17,000 shares issued and outstanding at March 28, 2026 and December 27, 2025			—				—
Preferred stock, series M - par value $0.001 per share, 3,200 authorized, 0 shares issued and outstanding at March 28, 2026 and December 27, 2025			—				—
Preferred stock, series Q - par value $0.001 per share, 2,000,000 authorized, 867,387 and 925,212 shares issued and outstanding at March 28, 2026 and December 27, 2025			725				725
Convertible preferred stock, series S - par value $0.001 per share 200,000 authorized, 100,000 and 100,000 shares issued and outstanding at March 28, 2026 and December 27, 2025, respectively			7,993				7,993
Convertible preferred stock, series V - par value $0.001 per share, 125,000 authorized, 0 and 5,000 shares issued and outstanding at March 28, 2026 and December 27, 2025, respectively			—				—
Preferred stock, value			—				—
Common stock, par value $0.001 per share, 2,000,000,000 shares authorized,127,166,254 and 126,474,169 shares issued and outstanding at March 28, 2026 and at December 27, 2025, respectively			126				126
Accumulated other comprehensive loss			1,771				(6,306	)
Additional paid-in capital			1,552,525				1,551,301
Accumulated deficit			(674,115	)			(402,710	))
Equity attributable to AI Financial Corporation shareholders			889,742				1,151,846
Noncontrolling interest		$	3,500			$	3,500
Total stockholders’ equity			893,242				1,155,346
Total liabilities mezzanine equity and stockholders’ equity		$	959,702			$	1,219,455

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

AI FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(UNAUDITED)

(Dollars in thousands, except per-share)

 

		March 28, 2026				March 39, 2025
		For the Thirteen Weeks Ended
		March 28, 2026				March 29, 2025
Revenues		$	4,712			$	4,849
Cost of revenues			1,138				2,923
Gross profit			3,574				1,926
Operating expenses:
Selling, general and administrative expenses			6,317				3,872
Operating loss			(2,743	)			(1,946	)
Other income (expense):
Interest expense, net			(506	)			(720	)
Unrealized (loss) gain on exchange transactions			(41	)			87
Unrealized loss on crypto-currency assets			(348,301	)			—
Realized (loss) gain on exchange transactions			(6,082	)			973
Other income, net			1,277				(81	)
Total other expense, net			(353,653	)			259
Loss before provision for income taxes			(356,396	)			(1,687	)
Income tax provision (benefit)			85,080				225
Net loss from continuing operations			(271,316	)			(1,912	)
Loss from discontinued operations			(177	)			(540	)
Income tax provision for discontinued operations			-				60
Net (loss) income from discontinued operations			(177	)			(480	)
Net loss		$	(271,493	)		$	(2,392	)
Net loss per share:
Net loss per share from continuing operations, basic and diluted		$	(2.14	)		$	(0.12	)
Net loss per share, basic and diluted		$	(2.14	)		$	(0.15	)
Weighted average common shares outstanding:
Basic and diluted			126,818,888				15,550,706
Net income		$	(271,493	)		$	(2,392	)
Effect of foreign currency translation adjustments			8,077				3,633
Total other comprehensive loss, net of tax			8,077				3,633
Comprehensive (loss) income		$	(263,416	)		$	1,241

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

AI FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)

 

		March 28, 2026				March 29, 2025
		For the Thirteen Weeks Ended
		March 28, 2026				March 29, 2025
OPERATING ACTIVITIES:
Net loss from continuing operations		$	(271,493	)		$	(2,392	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization			889				1,210
Amortization of seller note discount			125				—
Non-cash expense for professional services			—				47
Unrealized loss on cryptocurrency assets			348,301				—
Amortization of ROU assets			8				39
Unrealized gain on digital assets			—				87
Realized gain on digital assets			—				308
Change in deferred tax liability			—				—
Changes in assets and liabilities:
Accounts receivable			943				(3,060	)
Digital assets receivable			5,485				9,231
Prepaid expenses and other current assets			148				292
Accounts payable and accrued expenses			(1,464	)			(332	)
Digital assets payable			(8,512	)			(6,853	)
Other current assets			(15	)			—
Deferred taxes			(86,708	)			—
Operating cash flows provided by discontinued operations			—				—
Net cash used in operating activities			(12,293	)			(1,423	)
INVESTING ACTIVITIES:
Investing cash flows used in discontinued operations			—				—
Net cash provided by investing activities			—				—
FINANCING ACTIVITIES:
Proceeds from the issuance of notes payable			—				1,598
Proceeds from notes payable			15,000				—
Purchases of short term Certificates of Deposit			(5,000	)			—
Payments on notes payable			(1,484	)			(132	)
Proceeds from warrants exercised			—				78
Financing cash flows used in discontinued operations			—				—
Net cash provided by financing activities			8,516				1,544
Effect of changes in exchange rate on cash and cash equivalents			8,077				3,633
INCREASE IN CASH AND CASH EQUIVALENTS			4,300				3,754
CASH AND CASH EQUIVALENTS, beginning of period			6,222				7,177
CASH AND CASH EQUIVALENTS, end of period		$	10,522			$	10,931
Supplemental cash flow disclosures:
Interest paid		$	273			$	394
Noncash financing and investing activities:
Common stock issued for consulting services			—			$	94

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

AI FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

(Dollars in thousands)

 

		Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Capital				Deficit				Deficit				Interest				Equity
		Series A-1 Preferred								Series S-1 Preferred								Series B Preferred								Series I Preferred								Series M Preferred								Series Q Preferred								Series V Preferred								Common Stock								Additional Paid-in				Accumulated				Accumulated Other Comprehensive				Non controlling				Total Stockholders’
		Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Capital				Deficit				Deficit				Interest				Equity
Balance, December 27, 2025			—			$	—				100,000			$	7,993				34,207			$	717				17,000			$	—				—			$	—				925,212			$	725				—			$	—				126,474,169			$	126			$	1,551,301			$	(402,710	)		$	(6,306	)		$	3,500			$	1,155,346
Common stock issued for consulting agreement			—				—				—				—				—				—				—				—				—				—				—				—				—				—				6,000				—				12				—				—				—				12
Common stock issued for Series Q convertible stock converted			—				—				—				—				—				—				—				—				—				—				(57,825	)			—				—				—				57,825				—				—				—				—				—				—
Common stock issued for Series I convertible stock converted			—				—				—				—				—				—				(4,500	)			—				—				—				—				—				—				—				450,000				—				—				—				—				—				—
Common stock issued for Debenture converted			—				—				—				—				—				—				—				—				—				—				—				—				—				—				160,562				—				1,186				—				—				—				1,186
Common stock issued in lieu of notes payable obligation			—				—				—				—				—				—				—				—				—				—				—				—				—				—				17,698				—				26				—				—				—				26
Foreign currency adjustment			—				—				—				—				—				—																				—				—				—				—				—				—				—				—				8,077				—				8,077
Prio period adjustment			—				—				—				—				—				—				—				—				—				—				—				—				—				—				—				—				—				88				—				—				88
Net loss			—				—				—				—				—				—				—				—				—				—				—				—				—				—				—				—				—				(271,493	)			—				—				(271,493	)
Balance, March 28, 2026			—			$	—				100,000			$	7,993				34,207			$	717				12,500			$	—				—			$	—				867,387			$	725				—			$	—				127,166,254			$	126			$	1,552,525			$	(674,115	)		$	1,771			$	3,500			$	893,242

 

		Series A-1 Preferred								Series S-1 Preferred								Series B Preferred								Series I Preferred								Series M Preferred								Series Q Preferred								Series V Preferred								Common Stock								Additional Paid-in				Accumulated				Accumulated Other Comprehensive				Non controlling				Total Stockholders’
		Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Capital				Deficit				Deficit				Interest				Equity
Balance, December 28, 2024			23,480			$	—				100,000			$	—				34,207			$	8,552				17,000			$	—				3,200			$	—				925,212			$	1,321				5,000			$	—				15,417,693			$	9			$	62,207			$	(56,879	)		$	(2,317	)		$	3,925			$	24,811
Balance			23,480			$	—				100,000			$	—				34,207			$	8,552				17,000			$	—				3,200			$	—				925,212			$	1,321				5,000			$	—				15,417,693			$	9			$	62,207			$	(56,879	)		$	(2,317	)		$	3,925			$	24,811
Common stock issued for warrants exercised			—				—				—				—				—				—				—				—				—				—				—				—				—				—				45,455				—				78				—				—				—				78
Common stock issued for Series V Preferred converted			—				—				—				—				—				—				—				—				—				—				—				—				(5,000	)			—				600,000				—				—				—				—				—				—
Common stock issued for consulting agreement			—				—				—				—				—				—				—				—				—				—				—				—				—				—				15,499				—				94				—				—				—				94
Foreign currency adjustment			—				—				—				—				—				—				—				—				—				—				—				—				—				—				—				—				—				—				3,633				—				3,633
Net loss			—				—				—				—				—				—				—				—				—				—				—				—				—				—				—				—				—				(2,392	)			—				(425	)			(2,817	)
Balance, March 29, 2025			23,480			$	—				100,000			$	—				34,207			$	8,552				17,000			$	—				3,200			$	—				925,212			$	1,321				—			$	—				16,078,647			$	9			$	62,379			$	(59,271	)		$	1,316			$	3,500			$	25,799
Balance			23,480			$	—				100,000			$	—				34,207			$	8,552				17,000			$	—				3,200			$	—				925,212			$	1,321				—			$	—				16,078,647			$	9			$	62,379			$	(59,271	)		$	1,316			$	3,500			$	25,799

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

Note 1: Background

 

The accompanying consolidated financial statements include the accounts of AI Financial Corporation, a Nevada corporation, and its subsidiaries (collectively, the “Company” or “AIFC”). Effective April 28, 2026, the Company changed its name to “AI Financial Corporation” from “Alt5 Sigma Corporation”. The Company also changed its Nasdaq common stock symbol to “AIFC” from “ALTS.” Previously, effective July 15, 2024, the Company had changed its corporate name to “ALT5 Sigma Corporation” from “JanOne Inc.” and also changed its Nasdaq common stock ticker symbol to “ALTS” from “JAN”. In each instance, the corporate name changes were effected through a parent/subsidiary short-form merger of Company’s wholly-owned Nevada subsidiary formed solely for the purpose of effectuating the name change, whereby that “name change subsidiary” subsidiary merged with and into the Company, with the Company being the surviving entity, albeit with its new name.

 

The Company had three operating segments – Fintech, Biotechnology, and Corporate and Other. We have previously announced our intention to capitalize Alyea Therapeutics Corporation (“Alyea”) as a subsidiary with certain of our biotechnology assets, acquire an additional biotechnology asset, and then engage in a financing of that subsidiary. In connection with that potential series of transactions, the accounts for the Biotechnology segment have been presented as discontinued operations in the accompanying consolidated financial statements.

 

Fintech

 

On May 15, 2024, the Company acquired ALT5 Sigma, Inc., a Delaware corporation and its Canadian operating subsidiaries (collectively, (“ALT5 Subsidiary”). ALT5 Subsidiary is a fintech company that provides next generation blockchain-powered technologies to enable a migration to a new global financial paradigm. ALT5 Subsidiary, through its respective 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. 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 (see Note 3).

 

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. 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).

 

Biotechnology

 

During September 2019, the Company, through its biotechnology segment, broadened its business perspectives to expand it’s pharmaceutical operations and focus on finding treatments for conditions that cause severe pain and bringing to market drugs with non-addictive pain-relieving properties. Effective December 28, 2022, the Company acquired Soin Therapeutics LLC, a Delaware limited liability company (“STLLC”), and its product, a patent-pending, novel formulation of low-dose naltrexone, (“JAN123”). The product is being developed for the treatment of Complex Regional Pain Syndrome (CRPS), an indication that causes severe, chronic pain generally affecting the arms or legs. At present, there are no truly effective treatments for CRPS. Because of the relatively small number of patients afflicted with CRPS, the FDA has granted Orphan Drug Designation for any product approved for treatment of CRPS. This designation will provide the Company with tax credits for its clinical trials, exemption of user fees, and the potential of seven years of market exclusivity following approval. In addition, development of orphan drugs currently also involves smaller trials and quicker times to approval, given the limited number of patients available to study. However, there can be no assurance that the product will receive FDA approval or that it will result in material sales. In that regard, we have previously announced our intention to capitalize Alyea as a subsidiary with certain of our biotechnology assets, acquire an additional biotechnology asset, and then engage in a financing of that subsidiary. 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. In connection with that potential series of transactions, accounts for the Biotechnology segment have been presented as discontinued operations in the accompanying consolidated financial statements (see Note 4).

 

 

Corporate and Other

 

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.

 

The WLFI treasury program was initiated on August 12, 2025, with purchases executed in two tranches at $0.20 per token:

 

	1.	Tranche 1: 3,750,000,000 WLFI tokens
	2.	Tranche 2: 3,584,000,000 WLFI tokens (adjusted slightly from initial 3,750,000,000 to reflect final settlement after expenses from the proceeds of the financing completed in August 2025.

 

As of March 28, 2026, all 7,283,585,650 WLFI tokens held by AI Financial Corporation are subject to contractual lock-up provisions, with 3,533,585,650 tokens acquired under the Token Purchase Agreement being non-transferable for a 12-month lock-up period (other than limited permitted uses for collateral, staking, or lending that do not involve any sale or permanent transfer) and 3,750,000,000 tokens acquired under the Securities Purchase Agreement remaining locked for 12 months from the Closing Date and only becoming eligible for release upon satisfaction of specified shareholder approval, charter amendment, and resale registration statement effectiveness conditions, with no waivers or early releases granted other than the limited uses described above.

 

In connection with the WLFI treasury program, the Company entered into lock-up agreements restricting certain equity issuances. Pursuant to the Purchase Agreements, the Company agreed not to issue, or enter into any agreement to issue, shares of Common Stock or Common Stock equivalents, or file any registration statement or amendment thereto, for a period of 30 days following the closing date of the Offerings, subject to customary exceptions including issuances under the ATM Sales Agreement.

 

In addition, each of the Company’s directors and executive officers is subject to a lock-up agreement prohibiting the sale, pledge, or other transfer or disposition of 50% of their shares of Common Stock, or securities convertible into or exchangeable for Common Stock, for a period of 90 days following the closing date, with the remaining 50% subject to the same restrictions until the later of 90 days following the closing date or the date Stockholder Approval was obtained. Transfers for bona fide estate or tax planning purposes are permitted, provided the transferee agrees to be bound by the same lock-up terms.

 

WLFI is considered a related party to the Company by virtue of the following relationships. Zachary Witkoff, the Chairman of the Company’s Board of Directors, is a Co-Founder and Chief Executive Officer of WLFI. Zachary Folkman, a member of the Company’s Board of Directors, is also a Co-Founder of WLFI. In addition, WLFI is the record owner of 1,000,000 shares of the Company’s Common Stock and holds pre-funded warrants to purchase up to 99,000,000 additional shares of Common Stock, as well as warrants to purchase up to 20,000,000 shares of Common Stock at exercise prices ranging from $7.50 to $9.75 per share, each acquired in connection with the WLFI treasury program. As a result of these relationships, WLFI is deemed a related party under ASC 850, Related Party Disclosures, and all transactions between the Company and WLFI, including the Token Purchase Agreements pursuant to which the Company acquired its WLFI token holdings and the Master Loan and Security Agreement entered into in January 2026, have been reviewed and approved by the Audit Committee of the Board of Directors in accordance with the Company’s related party transaction policy

 

All acquisitions were executed through on-chain transactions and direct Token Purchase Agreements with the WLFI Foundation. The Company did not hold any WLFI tokens prior to August 12, 2025.

 

Our Corporate and Other segment consists of certain corporate general and administrative costs.

 

The Company reports on a 52- or 53-week fiscal year. The Company’s 2025 fiscal year (“2025”) ended on December 27, 2025, and the current fiscal year (“2026”) will end on December 26, 2026.

 

Liquidity and Going Concern Considerations

 

The Company has incurred recurring losses from operations, including a net loss from continuing operations of approximately $271.3 million for the quarter ended March 28, 2026, and a net loss from continuing operations of approximately $8.3 million for the fiscal year ended December 27, 2025. As of March 28, 2026, the Company had a working capital deficit of approximately $5.5 million, reflecting total current liabilities of $39.1 million compared to total current assets of $32.2 million. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued.

 

In evaluating its ability to meet its obligations, management has considered the following:

 

On January 29, 2026, the Company, through its indirect wholly-owned subsidiary ALT5 Digital Holdings, Inc., drew down $15.0 million under the Master Loan and Security Agreement with WLFI, receiving net proceeds of approximately $14.2 million after prepayment of interest and reimbursement of lender expenses. The Company intends to use these proceeds to fund a share repurchase program as approved by our Board of Directors (our “Board”), to acquire additional WLFI tokens, and for general corporate purposes.

 

In addition, management believes that the Company’s holdings of approximately 7.3 billion WLFI tokens, carried at a fair value of approximately $703.4 million as of March 28, 2026, represent a significant financial resource available to support the Company’s liquidity position. The Company may, subject to market conditions and its stated long-term treasury policy, redeem or monetize a portion of its token holdings to fund operations, satisfy obligations, or pursue strategic initiatives. The Company’s treasury policy permits sales of WLFI tokens in connection with liquidity requirements or material portfolio rebalancing events.

 

Notwithstanding the foregoing, the WLFI tokens are subject to significant market price risk, and there can be no assurance that the tokens will retain their current value or that the Company will be able to monetize them on favorable terms or at all. The Company’s ability to continue as a going concern is dependent upon its ability to manage its liquidity position, including through the sources described above, achieve revenue growth in its Fintech segment, and, if necessary, raise additional capital through debt or equity financing. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

Note 2: Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these financial statements do not include all of the information and notes required for complete financial statements prepared in conformity with U.S. GAAP. In our opinion, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. However, the Company’s results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 27, 2025.

 

Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

 

Financial Statement Reclassification

 

Certain prior-period amounts have been reclassified to conform to the current period presentation. These reclassifications relate primarily to the presentation of the Biotechnology segment as discontinued operations.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumption that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Significant estimates made in connection with the accompanying consolidated financial statements include the fair value in connection with the Series S convertible preferred stock issued in the Soin merger, valuation allowance against deferred tax assets, and estimated useful lives for intangible assets.

 

Financial Instruments

 

Financial instruments consist primarily of cash equivalents, trade and other receivables, notes receivables, and obligations under accounts payable, accrued expenses and notes payable. The carrying amounts of cash equivalents, trade receivables and other receivables, accounts payable, accrued expenses and short-term notes payable approximate fair value because of the short maturity of these instruments. The fair value of the long-term debt is calculated based on interest rates available for debt with terms and maturities similar to the Company’s existing debt arrangements, unless quoted market prices were available (Level 2 inputs). The carrying amounts of long-term debt at March 28, 2026 and December 27, 2025 approximate fair value.

 

Cryptocurrency Assets

 

The Company’s cryptocurrency assets consist of World Liberty Financial (“WLFI”) tokens, a scarce, governance-enabled digital asset with long-term capital preservation and appreciation potential, inflation-hedging characteristics, and embedded productivity through protocol participation and revenue-sharing mechanisms. With a fixed maximum supply of 100 billion tokens, WLFI powers decentralized lending, borrowing, staking, and governance within a rapidly growing DeFi platform, the native token of the Ethereum blockchain.

 

 

Cryptocurrency assets acquired are initially recorded at cost, which represents the cash, cash equivalents, or other financial assets paid to acquire the asset, including transaction fees. Cryptocurrency assets are subsequently measured in accordance with ASC 350-60, Intangibles—Goodwill and Other—Accounting for and Disclosure of Cryptocurrency Assets, at fair value in the statement of financial position with unrealized gains and losses resulting from changes in fair value recognized in net income. The Company determines and records at each reporting period the fair value of its cryptocurrency assets in accordance with ASC 820, Fair Value Measurement, based on quoted (unadjusted) prices. Changes in the fair value are recognized in net income within “Unrealized gain on crypto assets”, while realized gains and losses from the derecognition of crypto assets are included in “Realized gain on crypto assets, net” in the Company’s condensed consolidated statements of operations. Purchases and redemptions of cryptocurrency assets are reflected as cash flows from investing activities in the consolidated statements of cash flows.

 

Digital Assets and other Receivables

 

Digital assets and other receivables are the Company’s digital assets and its customer prepayments in the form of digital assets. The Company holds all digital assets in secure non-custodial wallets through the wallet services from Fireblocks. As of March 28, 2026 and December 27, 2025, the outstanding balance of digital assets and other receivables was approximately $12.5 million and $18.0 million, respectively.

 

Digital Assets and other Payables

 

Digital assets and other payables are liabilities that represent the Company’s obligation to deliver the settlement of transactions in the form of digital assets and or cash. The Company safeguards these digital assets and cash for customers and is obligated to safeguard them from loss, theft, or other misuse. The Company recognizes digital assets and other payables, on initial recognition and at each reporting date, at fair value of the digital assets. Any loss, theft, or other misuse would impact the measurement of digital assets and other payables. As of March 28, 2026, the outstanding balance of digital assets and other payables was approximately $20.2 million, of which approximately $12.5 was digital assets and cash deposits was $0. As of December 27, 2025, the outstanding balance of digital assets and other payables was approximately $28.7 million, of which approximately $18.0 million was digital assets and $4.0 million was cash deposits.

 

Revenue Recognition

 

Revenue recognition applies to the Company’s Fintech segment only, as the Company’s Biotech segment has not recognized revenue to date. Revenue is recognized under Topic 606 in a manner that reasonably reflects the delivery of its services and products to customers in return for expected consideration and includes the following elements:

 

	3.	Executed contracts with the Company’s customers that it believes are legally enforceable;
	4.	Identification of performance obligations in the respective contract;
	5.	Determination of the transaction price for each performance obligation in the respective contract;
	6.	Allocation of the transaction price to each performance obligation; and
	7.	Recognition of revenue only when the Company satisfies each performance obligation.

 

These five elements, as applied to each of the Company’s revenue category, are summarized below:

 

	1.	Product sales – revenue is recognized at the time of sale of equipment to the customer.
	2.	Service sales – revenue is recognized based on when the service has been provided to the customer.

 

The Company’s service is comprised of a single performance obligation to buy and sell or convert digital assets to currencies. That is, the Company is the counter party to all transactions between customers and liquidity providers and presents revenue for the fees earned on a net basis.

 

The Company is acting as principal in all transactions, and controls the digital assets being provided before they are transferred to the buyer, and has risk related to the digital assets, and is responsible for the fulfillment of the digital asset transactions. The Company sets the price for the digital assets by aggregating prices from several liquidity providers and displays them on the Company’s platform. As a result, the Company acts as a price discovery service and acts as a principal facilitating the ability for a customer to purchase or sell digital assets.

 

 

The Company considers its performance obligation satisfied, and recognizes revenue, at the point in time the transaction is processed. Contracts with customers are usually open-ended and can be terminated by either party without a termination penalty. Therefore, contracts are defined at the transaction level and do not extend beyond the service already provided.

 

The Company charges a fee at the transaction level. The transaction price, represented by the trading fee, is calculated based on volume and varies depending on payment type and the value of the transaction. Digital asset purchases or sale transactions executed by a customer on the Company’s platform is based on tiered pricing that is driven primarily by transaction volume processed for a specific historical period. The Company has concluded that this volume-based pricing approach does not constitute a future material right since the discount is within a range typically offered to a class of customers with similar volume. The transaction fee is collected from the customer at the time the transaction is executed. In certain instances, the transaction fee can be collected in digital assets, with revenue measured based on the amount of digital assets received and the fair value of the digital assets at the time of the transaction. The Company also marks up or down the digital asset prices and earns revenue from the spread between the buying and selling price. The Company also earns a fee from transfers of currencies and or digital assets. The transfer fees are nominal and are set to offset the fees associated with banking and or blockchain mining fees.

 

The Company receives consideration in the form of digital assets as payment for commissions and other fees and utilizes these assets as part of its working capital. In accordance with ASC 606, the fair value of digital assets received is measured based on quoted prices in active markets on the date control of the related goods or services transfers to the customer. Subsequent to initial recognition, the Company measures digital assets at fair value using quoted prices obtained from active, highly liquid exchanges that the Company has determined to be its principal market. Because these valuations are based on unadjusted quoted prices for identical assets in active markets, the fair value measurements are classified within Level 1 of the fair value hierarchy. The Company presents these assets within other current assets on its consolidated balance sheets. As of March 28, 2026, the balance of digital assets included in other current assets was approximately $12.5 million.

 

Stock-Based Compensation

 

The Company from time-to-time grants restricted stock units, warrants, and stock options to employees, non-employees and Company executives and directors. Such awards are valued based on the grant date fair-value of the instruments. The value of each award is amortized on a straight-line basis over the vesting period.

 

Recently Issued Accounting Pronouncements

 

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires enhanced annual disclosures regarding the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and may be adopted on a prospective or retrospective basis. Early adoption is permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

 

 

Note 3: Mergers and Acquisitions

 

Mswipe

 

Effective on May 9, 2025, the Company and our indirect, wholly-owned second-tier Canadian subsidiary entered into an agreement to purchase all of the outstanding capital stock of Fortress II Holdings Ltd. d/b/a Mswipe, an entity that, through its subsidiaries, offers multi-currency, fiat- and crypto-enabled payment card services of Mswipe. The company conducts business under the name Mswipe. Through a suite of physical and virtual cards that are available on both the Visa^® and Mastercard^® networks, the acquired operations enable users to seamlessly spend traditional and digital currencies across the globe. The platform is built with robust compliance frameworks, advanced security protocols, and real-time exchange capabilities, which allow for fast, secure, and borderless transactions. This is a B2B solution, which, when combined with our other product offerings, bridges the gap between the crypto economy and traditional financial systems—while ensuring regulatory alignment, interoperability with existing payment networks, and a seamless user experience for institutional partners and their end-users.

 

The purchase price for this transaction consisted of our (i) issuing one million restricted shares of our common stock to the three sellers, valued at the Historical NOCP on May 9, 2025 of $6.10, (ii) granting five hundred thousand four4-year common stock warrants to the three sellers, with a per-share exercise price of $5.50 (which was the approximate market price at the time that we reached an agreement in principal for this transaction), (iii) issuing shares to two of the sellers in Alyea, which shares we valued at $4.8 million, and (iv) issuing two 14-month straight promissory notes in the aggregate initial principal balance of approximately one million dollars with an interest rate at the AFR for quarterly compounded notes of 3.99% per annum and all principal and interest due at the maturity date. We also are acknowledging an equivalent 14-month term straight promissory note at the acquired company level that pre-dated our acquisition. The principal balance of this note, as of May 9, 2025, was approximately $5.1 million and the interest was reset to match that of the two notes that we issued. We also granted the sellers the right to one earn-out payment in the amount of $20 million (payable in cash or unregistered shares of our common stock) at the point in time if, or when, Mswipe generates a minimum of $15 million in annualized or actual total revenue from Mswipe’s operations.

 

The fair value of the purchase price components outlined above was $14.2 million due to fair value adjustments for the contingent consideration, cash acquired, and working capital adjustments, as detailed below (in $000’s):

 

 Schedule of Business Acquisition

AIFC Common stock		$	5,185
Common stock warrants			1,652
Seller notes			5,695
Alyea Common Stock			1,668
Total purchase price		$	14,200

 

 

Under the preliminary purchase price allocation, the Company recognized goodwill of approximately $6.4 million, which is calculated as the excess of both the consideration exchanged and liabilities assumed as compared to the fair value of the identifiable assets acquired. The values assigned to the assets acquired and liabilities assumed are based on their estimates of fair value available as of May 9, 2025, as calculated by an independent third-party firm. Because the transaction was considered a stock purchase for tax purposes, none of the goodwill arising from the acquisition will be deductible for income tax purposes. The table below outlines the purchase price allocation of the purchase for Mswipe to the acquired identifiable assets, liabilities assumed and goodwill (in $000’s):

 

Schedule of Assets Liabilities Assumed Goodwill 

Total purchase price		$	14,200
Accounts payable			1,400
Total liabilities assumed			1,400
Total consideration			15,600
Cash			124
Accounts receivable			1,218
Property and equipment			20
Intangible assets
Customer relationships			6,525
Trade names			500
Developed technology			675
Subtotal intangible assets			7,700
Other			160
Total assets acquired			9,222
Total goodwill			6,378

 

Qoden

 

On November 8, 2024, the Company acquired the Qodex Cryptocurrency Exchange Software platform and other related assets from Qoden Technologies, LLC, a provider of technology solutions for the blockchain industry. The purchase price was $2.2 million, consisting of $2.0 million, or 771,010 shares, of the Company’s Series Q Convertible Preferred Stock and $0.2 million in cash. The Series Q Convertible Stock was valued at $2.594 per share on the date issued, and is subject to a mandatory eight-calendar-quarter leak-out, such that no more than twelve-and-one-half percent of the shares may be converted into shares of the Company’s common stock on a trailing quarterly basis over a period of two years, and are subject to vesting provisions. The $0.2 million in cash is payable in increments of $10,000 per month for 24 months, commencing on the first day of the month following closing. The acquisition was determined to be an asset acquisition for accounting purposes.

 

ALT5 Subsidiary

 

On May 14, 2024, the Company acquired its ALT5 Subsidiary, which is a fintech company that provides next generation blockchain-powered technologies to enable a migration to a new global financial paradigm. ALT5 Subsidiary, through its respective 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. 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.

 

As consideration under the acquisition, the Company issued 1,799,100 shares of its common stock to the legacy equity holders of the capital stock of ALT5 Subsidiary. Those shares represented approximately 19.9% of the Company’s then-issued and outstanding shares of common stock. Each of the shares of the Company’s newly-issued common stock was valued at $4.14, which was the Historical NOCP on Thursday, May 9, 2024, the day immediately prior to the date on which the agreement was executed. The Company also issued 34,207 shares of its newly-designated Series B Preferred Stock (the “Series B Stock”) to the legacy equity holders of the capital stock of ALT5 Subsidiary. In connection with the closing of the acquisition of ALT5 Subsidiary, the Company also issued 3,200 shares of its newly-designated Series M Preferred Stock (the “Series M Stock”) to two entities that acted as finders for the transaction.

 

 

The fair value of the purchase price components outlined above was $8.2 million due to fair value adjustments for the shares of Series B Stock and Series M Stock, as detailed below (in $000’s):

 

Schedule of Business Acquisition 

Common stock		$	7,448
Series B preferred stock			717
Total purchase price			717
Total purchase price		$	8,165

 

Under the preliminary purchase price allocation, the Company recognized goodwill of approximately $3.9 million, which is calculated as the excess of both the consideration exchanged and liabilities assumed as compared to the fair value of the identifiable assets acquired. Because the transaction was considered a stock purchase for tax purposes, none of the goodwill arising from the acquisition will be deductible for tax purposes. The table below outlines the purchase price allocation of the purchase for ALT5 Subsidiary to the acquired identifiable assets, liabilities assumed and goodwill (in $000’s):

 

Schedule of Assets Liabilities Assumed Goodwill

Total purchase price		$	8,165
Accounts payable			267
Accrued liabilities			7,866
Digital assets payable			16,763
Debt			7,613
Total liabilities assumed			32,509
Total consideration			40,674
Cash			5,853
Accounts receivable			2,917
Digital assets receivable			9,082
Intangible assets
Customer relationships		$	13,925
Trade names			2,675
Developed technology			1,850
Subtotal intangible assets			18,450
Other			492
Total assets acquired			36,794
Total goodwill		$	3,880

 

Note 4: Discontinued Operations

 

As of December 27, 2025, the Company has characterized its Biotechnology segment as a discontinued operation on its financial statements, as follows: on May 21, 2025, the Company announced the planned formal separation of its healthcare assets, known as Alyea, and noted that the scope and method of a partial or full disposition, whatever the methodology, would be determined and announced at a later date.

 

 

In accordance with ASC 360-10 and ASC 205-20, the Company has separately reported the assets and liabilities of all of its discontinued operations in the consolidated balance sheets. These assets and liabilities have been reflected as discontinued operations as of March 28, 2026 and December 27, 2025, and consist of the following (in $000s):

Schedule Of Discontinued Operations

		March 28, 2026				December 27, 2025
Assets from discontinued operations
Other current assets			192				205
Total current assets from discontinued operations			192				205
Property and equipment, net 1			1,170				1,170
Intangible assets, net 2			13,826				13,826
Deferred income taxes			776				776
Other assets			211				211
Total other assets from discontinued operations			15,983				15,983
Total assets from discontinued operations		$	16,174			$	16,188
Liabilities from discontinued operations
Accounts payable		$	79			$	54
Accrued liabilities - other 3			1,500				2,500
Total current liabilities from discontinued operations			1,579				2,554
Total noncurrent liabilities from discontinued operations			—				—
Total liabilities from discontinued operations		$	1,579			$	2,554

 

1

The Company’s property and equipment consisted of the following (in $000s):

 

2

The Company’s intangible assets consisted of the following:

 

3

The Company’s accrued liabilities consisted of the following:

		March 28, 2026				December 27, 2025
Buildings and improvements		$	—			$	—
Equipment			—				—
Projects under construction			1,170				1,170
Property and equipment			1,170				1,170
Property and equipment, gross			1,170				1,170
Less accumulated depreciation			—				—
Total property and equipment, net, from discontinued operations		$	1,170			$	1,170

 

No depreciation expense has been recorded for the 13 weeks ended March 28, 2026 and March 29, 2025, respectively.

 

2

The Company’s intangible assets consisted of the following:

 

 

 

Amortization expense was $0.0 million for the 13 weeks ended March 28, 2026 and March 29, 2025, respectively.

 

Soin Intangible Assets

 

Effective as of December 28, 2022, the Company acquired Soin Therapeutics LLC, a Delaware limited liability company (“STLLC”), and its product, a patent-pending, novel formulation of low-dose naltrexone. The assets acquired by the Company consist of 1) three pending patents related to the methods of using low-dose Naltrexone to treat chronic pain, 2) final formula for Naltrexone, and 3) orphan drug designation as approved by the FDA. The Company reviewed the assets acquired and determined that no in-process research and development costs were acquired as part of the transaction, and, thus, all assets acquired represent intellectual property and should be capitalized. The Company will amortize the intangible assets ratably over a 10-year period.

 

3

The Company’s accrued liabilities consisted of the following:

 

 

In accordance with the provisions of ASC 360-10 and ASC 205-20, the Company has not included in the results of continuing operations the results of operations of the discontinued operations in the consolidated statements of operations and comprehensive income (loss). The results of operations for this entity for the 13 ended March 28, 2026 and March 27, 2025 have been reflected as discontinued operations in the consolidated statements of operations and comprehensive income (loss) and consist of the following:

 

 

 

In accordance with the provisions of ASC 360-10 and ASC 205-20, the Company has separately reported the cash flow activity of the discontinued operations in the consolidated statements of cash flows. The cash flow activity from discontinued operations for the 13 weeks ended March 28, 2026 and March 27, 2025 have been reflected as discontinued operations in the consolidated statements of cash flows and consist of the following:

 

 

Note 5: Trade and other receivables

 

The Company’s trade and other receivables as of March 28, 2026 and December 27, 2025, respectively, were as follows (in $000’s):

 Schedule of Trade and Other Receivables

		March 28, 2026				December 27, 2025
Other receivables		$	1,348			$	2,292
Trade and other receivables, net		$	1,348			$	2,292

 

 

Note 6: Prepaids

 

Prepaids and other current assets as of March 28, 2026 and December 27, 2025 consist of the following (in $000’s):

 

Schedule of Other Current Assets

		March 28, 2026				December 27, 2025
Prepaid licensing		$	-			$	1,412
Prepaid consulting			-				63
Prepaid legal			-				68
Prepaid purchase commitments			-				503
Prepaid rent			-				16
Prepaid insurance			3				162
Prepaid credit card			50				-
Prepaid other			2,168				145
Total prepaid expenses		$	2,221			$	2,369

 

Note 7: Property and Equipment

 

Property and equipment as of March 28, 2026 and December 27, 2025 consist of the following (in $000’s):

 

Schedule of Property and Equipment

		March 28, 2026				December 27, 2025
Furniture and fixtures		$	43			$	43
Computer equipment			22				22
Property and equipment			65				65
Property and equipment gross			65				65
Accumulated depreciation			(39	)			(37	)
Total property and equipment, net		$	26			$	28

 

Note 8: Leases

 

In connection with its acquisition of ALT5 Subsidiary (see Note 3), the Company leases commercial office space. These assets and properties are leased under non-cancelable agreements that expire at various future dates. The agreements, which have been classified as operating leases, provide for minimum rent and require the Company to pay all insurance, taxes, and other maintenance costs. As a result, the Company recognizes assets and liabilities for leases with lease terms greater than 12 months. The amounts recognized reflect the present value of remaining lease payments for all leases. The discount rate used is an estimate of the Company’s blended incremental borrowing rate based on information available associated with each subsidiary’s debt outstanding at lease commencement. In considering the lease asset value, the Company considers fixed and variable payment terms, prepayments and options to extend, terminate or purchase. Renewal, termination, or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised.

 

 

The following table details the Company’s right of use assets and lease liabilities as of March 28, 2026 and December 27, 2025 (in $000’s):

Schedule of Right of Use Assets and Lease Liabilities

		March 28, 2026				December 27, 2025
Right of use asset - operating leases		$	94			$	102
Lease liabilities:
Current - operating			22				5
Long term - operating			85				107

 

As of March 28, 2026, the weighted average remaining lease term for operating leases is 3.7 years. The Company’s weighted average discount rate for operating leases is 12.8%. Total cash payments for operating leases for the 13 weeks ended March 28, 2026 and March 29, 2025 was approximately $8,578 and $2,735, respectively. Additionally, the Company recognized approximately no right of use assets or lease liabilities during the 13 weeks ended March 29, 2025.

 

Total present value of future lease payments of operating leases as of March 28, 2026 (in $000’s):

Schedule of Lease Payments of Operating Leases

Twelve months ended
2027		$	35
2028			36
2029			38
2030			26
2031			-
Total			135
Less implied interest			(28	)
Present value of payments		$	107

 

Note 9: WLFI Treasury Program

 

The WLFI treasury program was initiated on August 12, 2025, with purchases executed in two tranches at $0.20 per token:

 

	●	Tranche 1: 3,750,000,000 WLFI tokens
	●	Tranche 2: 3,584,000,000 WLFI tokens (adjusted slightly from initial 3,750,000,000 to reflect final settlement after expenses from the proceeds of the financing completed in August 2025 (~7.3% of supply).

 

All acquisitions were executed through on-chain transactions and direct Token Purchase Agreements with the WLFI Foundation. The Company did not hold any WLFI tokens prior to August 12, 2025.

 

 

The outstanding units, cost basis, and fair value as of March 28, 2026 were as follows (in $000’s, except for units):

 

Schedule of Outstanding Units, Cost Basis and Fair Value

		Units				Cost Basis				Fair Value
Balance, March 28, 2026:
WLFI			7,283,585,650			$	1,456,717			$	706,362
Total			7,283,585,650			$	1,456,717			$	706,362

 

The following table presents a reconciliation of WLFI assets to fair value as of March 28, 2026 (in $000’s):

 

Schedule of Reconciliation of WLFI Assets to Fair Value

		March 28, 2026
Fair value, December 27, 2025		$	1,054,663
Fair value, beginning balance		$	1,054,663
Additions			-
Redemptions			-
Fees paid			-
Subtotal			1,054,663
Unrealized loss			348,301
Fair value, March 28, 2026		$	706,362
Fair value, ending balance		$	706,362

 

During the 13 weeks ended March 28, 2026, the Company recognized an unrealized loss of approximately $348.3 million related to the change in fair value of the tokens.

 

Note 10: Intangible Assets

 

Intangible assets as of March 28, 2026 and December 27, 2025 consist of the following (in $000’s):

 

Schedule of Intangible Assets

		March 28, 2026				December 27, 2025
Qoden intangible		$	1,536			$	1,536
Noncompete agreements			675				675
Patents and domains			4				4
Trade names			3,175				3,175
Customer relationships			20,385				20,450
Developed technology			1,819				1,819
Intangible assets			27,594				27,659
Total intangible assets gross			27,594				27,659
Less accumulated amortization			(5,441	)			(4,619	)
Total intangible assets		$	22,153			$	23,040

 

Intangible amortization expense was $0.9 million and $1.2 million for the 13 weeks ended March 28, 2026 and March 29, 2025, respectively.

 

Mswipe

 

Effective on May 9, 2025, the Company and our indirect, wholly-owned second tier Canadian subsidiary entered into an agreement to purchase all of the outstanding capital stock of an entity that, through its subsidiaries, offers multi-currency, fiat- and crypto-enabled payment card services (see Note 3).

 

Qoden Intangible Assets

 

On November 8, 2024, the Company acquired the Qodex Cryptocurrency Exchange Software platform and other related assets from Qoden Technologies, LLC, a provider of technology solutions for the blockchain industry. The Company will amortize the intangible assets over a two2 -year period (see Note 3).

 

ALT5 Subsidiary Intangible Assets

 

On May 14, 2024, the Company acquired its ALT5 Subsidiary, which is a fintech company that provides next generation blockchain-powered technologies to enable a migration to a new global financial paradigm. As part of the acquisition, the Company acquired trade names, customer relationships, and developed technology, which will be amortized over a period of seven years, 10 years, and five years, respectively (see Note 3).

 

 

Note 11: Goodwill

 

The following table details the Company’s goodwill as of March 28, 2026 and December 27, 2025 (in $000’s):

Schedule of Goodwill

 

		Fintech				Biotech				Corporate and Other				Total
Balance, December 27, 2025			12,297				—				—				12,297
Balance, Beginning Balance			12,297				—				—				12,297
Balance, March 28, 2026		$	12,297			$	—			$	—			$	12,297
Balance, Ending Balance		$	12,297			$	—			$	—			$	12,297

 

The Company accounts for purchased goodwill and intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other. Goodwill recognized during the 39 weeks ended September 27, 2025 was approximately $8.4 million, and was due to the acquisition, and additional deferred tax liability, of Mswipe (see Note 3).

 

Note 12: Accrued Liabilities

 

Accrued liabilities as of March 28, 2026 and December 27, 2025 consist of the following (in $000’s):

 Schedule of Accrued Liabilities

		March 28, 2026				December 27, 2025
Compensation and benefits		$	205			$	332
Accrued guarantees			300				300
Accrued interest			956				917
Accrued professional fees			86				86
Accrued settlements			3,897				4,002
Accrued Qoden payments			79				106
Accrued litigation/legal			660				660
Customer deposits			2,497				1,200
Other			420				935
Total accrued expenses		$	9,100			$	8,538

 

Note 13: Debentures

 

Debentures outstanding as of March 28, 2026 and December 27, 2025 consisted for the following (in $000’s):

 Schedule of Debenture Outstanding

		March 28, 2026				December 27, 2025
Interest rate of 12%, maturity date of June 30, 2025		$	75			$	563
Total debentures		$	75			$	563

 

ALT5 Subsidiary issued seven debentures over a period from October 2018 through September 2019. The debentures bore interest at 12% per annum and matured on June 30, 2025. During March 2026, six of the debentures, representing approximately $0.5 million of the aggregate principal amount, were settled through the issuance of 114,328 shares of the Company’s common stock. The remaining balance is currently being negotiated for settlement with the sole remaining holder.

 

 

Note 14: Debt

 

Long-term debt as of March 28, 2026 and December 27, 2025 consisted of the following (in $000’s):

 Schedule of Long-Term Debt

		March 28, 2026				December 27, 2025
Fixed deposits		$	7,937			$	7,937
WLFI Loan			15,000				-
Unaffiliated third-party			500				810
Seller notes			4,869				5,944
Total notes payable, related parties			28,306				14,691
Less current portion			(4,869	)			(5,944	)
Total long-term notes payable, related parties		$	23,437			$	8,747

 

Fixed Deposits

 

The Company entered into several Corporate Fixed Deposit Agreements with otherwise unaffiliated third-parties, pursuant to which the Company became obligated for an aggregate of $5.5 million, as set forth in the respective agreements. Each obligation bears interest at a rate of 13% or 15% per annum and has a maturity date range of April 2026 to March 2027. As of March 28, 2026 and December 27, 2025, the outstanding aggregate obligations totaled approximately $7.9 million and $7.9 million, respectively.

 

WLFI Loan Agreement

 

On January 29, 2026, we, through our indirect, wholly-owned subsidiary, ALT5 Digital Holdings, Inc. (“ALT5 Digital” or the “Borrower”), entered into a Master Loan and Security Agreement (the “Loan Agreement”) with WLFI. Zachary Witkoff, Chairman of our Board, is the Chief Executive Officer and Co-Founder of WLFI, and Zachary Folkman, a member of our Board, is the Co-Founder of WLFI.

 

The Loan Agreement provides for collateralized loans in the aggregate principal amount of $15 million. Pursuant to the Loan Agreement, the loan will accrue interest at a rate of 4.50% per annum, payable annually in advance beginning on the applicable closing date. The principal amount and any accrued but unpaid interest under the loan are due on the maturity date, which is 24 months from the closing date of the initial loan under the Loan Agreement. The Loan Agreement is a secured, non-recourse facility to the Borrower or us. As security for the obligations under the loan, we granted WLFI a security interest in, and transferred legal title and custody of, $WLFI tokens owned by the Borrower (the “Collateral”). The loan-to-value ratio is 65% of the pledged Collateral, which, for a $15 million loan, would consist of approximately $23 million in value of free-trading, unrestricted WLFI tokens. There are no origination, management, or prepayment fees, although the Borrower is responsible for WLFI’s expenses. Events of default include, among others, failure to pay interest when due, failure to satisfy margin top-up requirements after a margin call, breaches of covenants or representations that remain uncured after notice and certain insolvency events. Following an event of default, the entirety of the Collateral for the loan will be forfeited to WLFI.

 

The Loan Agreement includes customary representations, warranties, covenants, risk disclosures relating to digital asset collateral, and other terms and conditions customary for transactions of this type, including provisions regarding public disclosure, successor and assignment rights, modification and waiver, notices, and interpretation. The governing law for the Loan Agreement and related documents (other than UCC matters) is the law of the State of Delaware, and disputes are subject to binding arbitration administered by the International Centre for Dispute Resolution seated in Miami, Florida.

 

 

On January 29, 2026, the Borrower drew down the entire $15 million under the Loan Agreement in one tranche and received net proceeds of approximately $14.2 million, after prepaying interest and reimbursing WLFI for its expenses. The intended use of proceeds is to pursue a stock buyback program as approved by our Board.

 

Unaffiliated Third-Party Loans

 

ICG Note

 

On February 7, 2024, the Company amended its outstanding related party promissory obligations (the “ICG Note”) in favor of Isaac Capital Group LLC (“ICG”) to add a convertibility provision. In accordance with Nasdaq Rules, the per-share conversion price was set at $0.61, subject to standard adjustments for (i) stock dividends and splits, (ii) subsequent rights offerings, and (iii) pro rata distributions. Our Board provided its approval of the amendments on February 7, 2024. On March 6, 2024, ICG entered into a Note Purchase Agreement with an otherwise unaffiliated third party, under which the third party acquired the ICG Note. The terms and conditions of the ICG Note were not modified in connection with its acquisition by the third party. The principal amount of the ICG Note on the date of acquisition was approximately $1.2 million. During the year ended December 27, 2025, the third party converted approximately $1.2 million of the Company’s obligations under the ICG Note into 900,000 shares of the Company’s common stock. As of March 28, 2026 and December 27, 2025, the amount outstanding on the ICG Note was approximately $0 and $26,000, respectively.

 

Big Debentures/Small Debentures

 

On August 20, 2024, the Company entered into three Purchase Agreements with three otherwise unaffiliated third-party investors (the “Investors”), pursuant to which (1) one Investor agreed to purchase a unit (the “Unit”), consisting of (i) a non-convertible debenture in the principal amount of up to approximately $1.8 million (the “Big Debenture”), and (ii) a warrant (the “Big Warrant”) for the purchase of up to 400,000 shares of the Company’s Common Stock and (2) the two other Investors each agreed to purchase a Unit, consisting of (i) a non-convertible debenture in the principal amount of up to $404,454 (the “Small Debenture”, and, together with the Big Debenture, the “Debentures”) and (ii) a warrant (the “Small Warrant”, and, together with the Big Warrant, the “Warrants”) for the purchase of up 90,909 shares of Common Stock.

 

The Debentures are unsecured and subordinated to any existing or future debt. The Debentures bear interest at a rate of (i) 1% per month from and after August 20, 2024 (“Original Issue Date”) through and including October 31, 2024, (ii) 3% per month from and after November 1, 2024 through and including January 29, 2025, and (iii) 4% per month from and after January 30, 2025 through and including the date of repayment.

 

The Big Debenture was issued with an original issue discount (an “OID”) initially of $171,000, which OID can be expanded with up to two potential additions, the first in the amount of $171,000 and, thereafter, in the amount of $342,000, which OIDs will increase the principal amount owing on the Big Debenture. With the original OID, the initial principal amount owing under the Big Debenture is approximately $1.3 million; if, expanded, the principal amount would increase to approximately $1.4 million and, thereafter, potentially to approximately $1.8 million. The first potential increase in the Big Debenture OID would occur if the initial principal amount and interest accrued thereon is not paid in full on or before October 31, 2024. The second potential increase in the OID would occur if the initial principal amount (including the first potential increase in the OID) and interest accrued thereon is not paid in full on or before January 29, 2025.

 

The Small Debentures were issued with an OID initially of $38,863, which OID can be expanded with up to two potential additions, the first in the amount of $38,863 and, thereafter, in the amount of $77,728, which OIDs will increase the principal amount owing on the Small Debentures. With the original OID, the initial principal amount owing under a Small Debenture is $288,864; if, expanded, the principal amount would increase to $327,726 and, thereafter, potentially to $404,454. The first potential increase in the Small Debenture OID would occur if the initial principal amount and interest accrued thereon is not paid in full on or before October 31, 2024. The second potential increase in the OID would occur if the initial principal amount (including the first potential increase in the OID) and interest accrued thereon is not paid in full on or before January 29, 2025.

 

As of November 1, 2024, the first of the two additional OIDs was effective. The final maturity date for each of the Debentures was April 28, 2025.

 

 

The Big Warrant is exercisable, at an exercise price of $1.71 per share, as follows: (i) 100,000 shares of Common Stock as of Original Issue Date, (ii) contingently for an additional 100,000 shares of Common Stock as of October 31, 2024, if, as of such date, the Company has not repaid in full its obligations under the Big Debenture, and (iii) contingently for an additional 200,000 shares of Common Stock as of January 29, 2025, if, as of such date, the Company has not repaid in full its obligations under the Big Debenture. The Company and the holder of the Big Warrant reached an agreement, pursuant to which the term of the final tranche of the Big Warrant was extended to August 20, 2027, the number of underlying shares was reduced to 192,982 shares of Common Stock, and the exercise price of $1.71 per share was unchanged.

 

The Small Warrant is exercisable, at an exercise price of $1.71 per share, as follows: (i) 22,727 shares of Common Stock as of Original Issue Date, (ii) contingently for an additional 22,727 shares of Common Stock as of October 31, 2024, if, as of such date, the Company has not repaid in full its obligations under the Small Debenture, and (iii) 45,455 shares of Common Stock as of January 29, 2025, if, as of such date, the Company has not repaid in full its obligations under the Small Debenture.

 

As of November 1, 2024, the contingent second tranche of the Warrants vested.

 

Except as disclosed with respect to the final tranche of the Big Warrant, each Investor is required to exercise the initial tranche of each Warrant within 15 days of the Original Issue Date. Upon the vesting of each contingent tranche of a Warrant vest, each Investor shall exercise such vested, contingent tranche within 15 days of the vesting of such contingent tranche. If the Company consummates any equity or debt financing before satisfying in full its obligations under the Debentures, then 50% of every net dollar received by the Company from any such financing transaction shall be paid by the Company to the holders of the Debentures, on a pro rata basis, as a mandatory pre-payment thereof. In the event the Company has repaid all sums owing under a Debenture to the Investor, except for an amount equal to any non-conditional OID, the Company has the right, not the obligation, to exercise the vested portion of the Warrant held by the Debenture holder through a set-off of any or all such unpaid OID, on a dollar-for-dollar basis. The Warrants also feature a “cashless” exercise provision. In lieu of making the cash payment otherwise contemplated to be made to the Company upon exercise of a Warrant in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Common Stock determined according to a formula set forth in the Warrant.

 

During the quarter ended June 28, 2025, one of the two non-affiliated Investors exercised the remainder of the Small Warrant for a total of 45,455 shares (see Note 15). During the fourth quarter of the year ended December 28, 2024, the non-affiliated Investor exercised the Big Warrant for a total of 200,000 shares of the Company’s common stock, and the other two non-affiliated Investors exercised the Small Warrant for a total of 90,908 shares. Additionally, during the fourth quarter of the year ended December 28, 2024, these unaffiliated third-parties agreed to convert a portion their respective investment into Future Equity Agreements of the Company’s subsidiary, Alyea and, consequently, approximately $1.3 million was reclassified as non-controlling interest. During the 13 weeks ended June 28, 2025, the Company paid approximately $0.2 million, in principal and accrued interest, to one of the two non-affiliated Investors in settlement of its debt. As of March 28, 2026 and December 27, 2025, the outstanding balance due on the debentures was approximately $0 and $0.3 million, respectively, consisting of principal and accrued interest.

 

Note 15: Commitments and Contingencies

 

Litigation

 

SEC Complaint

 

On August 2, 2021, the U.S. Securities and Exchange Commission (“SEC”) filed a civil complaint (the “SEC Complaint”) in the United States District Court for the District of Nevada naming, among other parties, the Company and Virland Johnson, the Company’s Chief Financial Officer, as defendants (collectively, the “Defendants”). Pursuant to an agreed-upon Order of the Court, on May 28, 2024, the Company settled its litigation with the SEC. The Settlement Agreement provided, in pertinent part: “Without admitting or denying the allegations of the complaint (except as provided herein in paragraph 12 and except as to personal and subject matter jurisdiction, which [the Company] admits), [the Company] hereby consents to the entry of the final Judgment in the form attached hereto (the “Final Judgment”) and incorporated by reference herein, which, among other things: “(a) permanently restrains and enjoins [the Company] from violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 thereunder [15 U.S.C. § 78j(b) and 17 C.F.R. §§ 240.10b-5]; and (c)[sic] orders [the Company] to pay a civil penalty in the amount of $250,000 under Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)).” The SEC has agreed to accept four quarterly payments from the Company, each in the amount of $62,500. The Settlement Agreement is attached to the Order as Exhibit 1, both of which documents may be viewed at https://ecf.nvd.uscourts.gov/doc1/115110470966.

 

 

The SEC Complaint’s remaining allegations relate to financial, disclosure and reporting violations against the former executive officer under Section 10(b) of the Exchange Act and Rule 10b-5. The SEC Complaint also alleges various claims against the executive officer under Sections 13(a), 13(b)(2)(A), 13(b)(2)(B) and 13(b)(5) of the Exchange Act and Rules 12b-20, 13a-1, 13a-13, 13a-14, 13b2-1, and 13b2-2. The SEC continues to seek a permanent injunction, civil penalties, and an officer-and-director bar against the executive officer. The foregoing is only a general summary of the SEC Complaint, which may be accessed on the SEC’s website at https://www.sec.gov/litigation/litreleases/2021/lr25155.htm.

 

Sieggreen

 

In a matter pending in the United States District Court for the District Of Nevada, Case No. 2:21-cv-01517-CDS-EJY, styled as Sieggreen, Individually and On Behalf of All Others Similarly Situated, Plaintiff, v. Live Ventures Incorporated, Jon Isaac, and Virland A. Johnson, Defendants, the Company was added as a defendant on March 6, 2023, and was served on March 23, 2023. Plaintiff has alleged causes of action against the Company for (i) violation of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder and (ii) violation of Section 10(b) of the Exchange Act and Rules 10b-5(a) and 10b-5(c) promulgated thereunder. In June 2023 the Company filed a Motion to Dismiss, which the Court granted with leave for Plaintiffs to file a second amended complaint. Plaintiffs filed their Second Amended Complaint on October 31 2024. On December 16, 2024, the Company filed a Motion to Dismiss the Second Amendment Complaint, which the Court denied by Order dated September 30, 2025. The Company filed its Answer to the Second Amended Complaint on December 1, 2025. The Company strongly disputes and denies the allegations contained in the Second Amended Complaint and will continue to defend itself vigorously against the claims.

 

Main/270

 

The Company is a defendant in an action filed on April 11, 2022, in the U.S. District Court Southern District of Ohio, Eastern Division, styled, Trustees Main/270, LLC, Plaintiff, vs ApplianceSmart, Inc. and JANONE, Inc., Defendant, Case No.: 2:22-cv-01938-ALM-EPD. The Company was a guarantor of the lease between the Plaintiff and ApplianceSmart, Inc. Plaintiff alleged a cause of action against the Company in respect of the guaranty and seeks approximately $90,000 therefor. Plaintiff also seeks approximately $1,420,000 against ApplianceSmart and the Company on a joint and several basis. Trial has already been conducted in this case. The Company does not believe that it is obligated to Plaintiff in that amount and the parties continue to negotiate a potential settlement. On October 3, 2025, the Court entered a final judgment against the Company for $1.3 million plus pre- and post-judgment interest. On November 3, 2025, the Company timely filed an appeal with the United States Court of Appeals for the Sixth Circuit, and that appeal remains pending.

 

Gulf Coast Bank and Trust vs. ALT5 Sigma Corporation, et al.

 

In a matter in the United States District Court for the State of Minnesota, Hennepin County, Case No. 27-CV-24-340, styled as Gulf Coast Bank and Trust Company, Plaintiffs, v ARCA Recycling, Inc., JanOne Inc., and Virland A. Johnson, Defendants; plaintiff sought the payment of approximately $1.6 million (inclusive of principal, interest, and attorneys’ fees) related to the Company’s guarantee of certain obligations of ARCA Recycling Inc., a prior subsidiary of the Company. In the context of the collection litigation, the Company posted a $900,000 cash bond with the Court. In connection with Gulf Coast Bank’s foreclosure on the assets of ARCA Recycling, the Company asserted that Gulf Coast did not act in a commercially reasonable manner regarding its monetizing ARCA’s accounts receivable, inventory, and equipment, which actions resulted in substantial loss of collateral value. The parties reached a settlement agreement under which the Company agreed to pay the Plaintiff a total of $975,000, funded through the $900,000 cash bond and a $75,000 cash payment that was tendered completed on December 1, 2025.

 

 

Virland Johnson Bankruptcy

 

On August 14, 2025, the Company received a Summons and Complaint in an Adversary Proceeding (the “Complaint”) filed on August 6, 2025 in connection with the Chapter 7 bankruptcy proceeding titled In re Virland Johnson, No. 2:24-bk-00226-BKM, pending in the United States Bankruptcy Court for the District of Arizona and involving the Company’s former Chief Financial Officer, Virland Johnson. The Complaint alleges that Mr. Johnson had been awarded in October 2023 restricted stock units entitling him to receive 329,294 shares of the Company’s common stock under the Company’s 2023 Equity Incentive Plan. According to the Complaint, Mr. Johnson did not disclose the existence of the stock award in his January 11, 2024 Chapter 7 bankruptcy petition or accompanying disclosure schedules. The Complaint alleges that the common stock may not have been delivered to Mr. Johnson, may have been assigned by Mr. Johnson to the Company or another unknown assignee, may have been sold by Mr. Johnson, or may even continue to be held by Mr. Johnson. Through the Complaint, the U.S. Trustee seeks to recover the common stock or, if it is no longer available, the equivalent value from the Company on behalf of the bankruptcy estate. On September 30, 2025 the Company filed its Answer to the Complaint and denied the allegations of any wrongdoing by the Company. The Company disputes the allegations concerning the Company and will continue to defend itself vigorously against the claims.

 

First Capital Consulting, Inc. DBA Trusaic vs. ALT5 Sigma Corporation

 

In a matter in the Los Angeles, California Superior Court Case No. 24STCV02261, styled as First Capital Consulting, Inc., Plaintiff v ALT5 Sigma Corporation, ARCA Recycling, Inc., Customer Connexx LLC; and DOES 3 through 10, inclusive, Defendants;plaintiff is seeking $97,696, plus costs and interest, against the Company for unpaid obligations of entities that no longer exist or do not have any assets, i.e., ARCA Recycling Inc. and Customer Connexx LLC. Plaintiff alleges that ALT5 Sigma, as the parent company at the time, should be responsible for the fees. The Company believes that it is not responsible for the fees, as the unpaid services were provided for the two subsidiaries and not for the corporate parent.

 

Judgment in Rwanda

 

ALT 5 Sigma Canada Inc., an indirect second-tier subsidiary of the Company, is the subject of certain legal proceedings in the Rwanda judicial system stemming from issues that allegedly occurred in 2023, prior to the Company’s acquisition of ALT 5 Sudsidiary At stake in those proceedings is US$3.5 million of ALT 5 Sigma Canada Inc.’s (one of the entities in ALT5 Subsidiary) funds that are held on deposit in its account at I&M Bank in Rwanda. On May 7, 2025, the Intermediate Court of Nyarugenge, Rwanda, rendered findings and a decision that ALT 5 Sigma Canada Inc. was guilty of the offense of inability to justify the origin of assets (the US$3.5 million) and money laundering, but not guilty of forming or joining a criminal association and that the the US$3.5 million be permanently forfeited and deposited into the Rwandan State Treasury. The Intermediate Court also ordered that ALT 5 Sigma Canada Inc. be dissolved. A co-defendant in those proceedings is Mr. Andre Beauchesne, who was ALT 5 Sigma Canada Inc.’s principal in 2023. The Intermediate Court sentenced Mr. Beauchesne to seven years of imprisonment because he did not attend the court proceedings and did not present a defense, along with fining him the equivalent sum of USD $517,131.5625. On June 6, 2025, ALT 5 Sigma Canada Inc. and Mr. Beauchesne appealed the Intermediate Court’s decision to the High Court of Kigali, Rwanda, and, as of the date of this Quarterly Report, the matter remains under judicial review. In the appeal, ALT 5 Sigma Canada Inc. and Mr. Beauchesne dispute the findings of the Intermediate Court, reiterate and continue to maintain that each was a victim of fraud and that ALT 5 Sigma Canada Inc. should regain access to the funds that belong to it (US$3.5 million). None of ALT 5 Sigma Canada Inc.’s customers was impacted by the Intermediate Court’s decision for confiscation of the funds. Although no assurance can be given as to the outcome of the appeal, the Company and ALT 5 Sigma Canada Inc. are actively pursuing all available legal remedies to protect their interests and those of their stakeholders. In connection with the Intermediate Court’s Rwanda decision and pending the outcome of the appeal, the Company has recorded a US$3.5 million allowance on its condensed consolidated balance sheets.

 

 

Other Commitments

 

On December 30, 2017, the Company disposed of its retail appliance segment and sold ApplianceSmart to Live Ventures Incorporated (“Live Ventures”), a related party. In connection with that sale, as of January 1, 2022, the Company accrued an aggregate amount of future real property lease payments of approximately $767,000 which represented amounts guaranteed or which may have been owed under certain lease agreements to three third party landlords in which the Company either remained the counterparty, was a guarantor, or had agreed to remain contractually liable under the lease (“ApplianceSmart Leases”). A final decree was issued by the court on February 28, 2022, upon the full satisfaction of the Plan, at which time ApplianceSmart emerged from Chapter 11. During the year ended December 28, 2024, the Company reversed approximately $637,000 of the accrual, as the Company is no longer liable for two of these guarantees upon ApplianceSmart’s emergence from bankruptcy. As of December 28, 2024, a balance of approximately $130,000 remains as an accrued liability due to an ongoing dispute concerning one of the leases. The Company and Live Ventures have agreed to divide in half between them any ultimate balance owing thereunder and any attorneys’ fees expended in relation thereto.

 

The Company is party from time to time to other ordinary course disputes that we do not believe to be material to our financial condition as of March 28, 2026.

 

Note 16: Registered Direct Offering

 

Registered Direct Offering

 

On or about August 12, 2025, the Company entered into securities purchase agreements (the “Registered Offering Purchase Agreements”) with certain institutional investors, pursuant to which the Company agreed to issue to the Purchasers (as defined therein), in a registered direct offering (the “Registered Offering”), an aggregate of 100,000,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a purchase price of $7.50 per share.

 

The Company intends to use up to $10.0 million of the net proceeds from the Registered Offering to settle existing litigation, pay existing debt, and fund the Company’s existing business operations. The balance of the net proceeds was used to fund the acquisition of $WLFI tokens from World Liberty Financial, Inc. (the “Lead Investor”), pursuant to a Token Purchase Agreement, and the establishment of the Company’s cryptocurrency treasury operations. The shares of Common Stock issued in the Registered Offering were issued pursuant to a prospectus supplement, which was filed with the SEC on August 11, 2025, in connection with a takedown from the Company’s shelf registration statement on Form S-3, as amended, (File No. 333-289176), which was declared effective by the SEC on August 8, 2025.

 

Private Placement Offering

 

Also, on August 12, 2025, the Company consummated transactions resulting from a Securities Purchase Agreement (the “Private Placement Purchase Agreement” and, together with the Registered Offering Purchase Agreements, the “Purchase Agreements”), with the Lead Investor, pursuant to which the Company received $750 million of $WLFI tokens and issued to the Lead Investor, in a concurrent private placement (the “Private Placement” and together with the Registered Offering, the “Offerings”), 1,000,000 shares of Common Stock at a purchase price of $7.50 per share (the “PIPE Shares”), and pre-funded warrants (the “PIPE Pre-Funded Warrants”) to purchase up to 99,000,000 shares of Common Stock at a purchase price of $7.499 per PIPE Pre-Funded Warrant (the “PIPE Pre-Funded Warrant Shares”). Each of the PIPE Pre-Funded Warrants is exercisable for one share of Common Stock at an exercise price of $0.001 per share. The PIPE Pre-Funded Warrants were not exercisable until the Company had (i) obtained stockholder approval to allow the issuance of shares underlying the PIPE Pre-Funded Warrant in excess of 19.99% of the shares of common stock outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange Cap”) and (ii) filed an amendment to its Articles of Incorporation to increase the number of authorized shares of common stock (the “Amendment”), both of which occurred in October 2025. Accordingly, the PIPE Pre-Funded Warrants may be exercised at any time until all have been exercised in full, subject to certain contractual beneficial ownership limitations.

 

Pursuant to the Private Placement Purchase Agreement, the Lead Investor was issued Common Stock Purchase Warrants (the “Lead Investor Warrants”) to purchase up to 10% of the number of shares of Common Stock or pre-funded warrants sold in the offering, or 20 million shares of Common Stock. The Lead Investor Warrants are exercisable for (i) 8,000,000 shares of Common Stock at an exercise price of $7.50 per share of Common Stock; (ii) 4,000,000 shares of Common Stock at an exercise price of $8.25 per share of Common Stock; (iii) 4,000,000 shares of Common Stock at an exercise price of $9.00 per share of Common Stock; and (iv) 4,000,000 shares of Common Stock at an exercise price of $9.75 per share of Common Stock, subject to adjustment. The issuance of the shares of Common Stock underlying the Lead Investor Warrants (the “Lead Warrant Shares”) was also subject to stockholder approval of the Exchange Cap and the Amendment, which, as noted above, occurred in October 2025.

 

 

The issuance and sale of the PIPE Shares, the PIPE Pre-Funded Warrants, the Lead Investor Warrants, and the Lead Investor Shares (collectively, the “PIPE Securities”) were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The PIPE Securities were, or will be, as relevant, issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder for transactions not involving a public offering. Pursuant to the terms of the Registration Rights Agreement (as defined herein), the Company is required to file a registration statement providing for the resale of the PIPE Securities within 15 days of the closing of the Private Placement. As of the date of this Quarterly Report, the registration statement has not yet been filed.

 

The Registered Offering resulted in gross proceeds of $750 million and the Private Placement resulted in the receipt of $750 million of WLFI tokens, in each case before deducting placement agent commissions and other offering expenses. The closing of the Offerings occurred on August 12, 2025.

 

Pursuant to the Purchase Agreements, the Company has agreed not to issue, enter into any agreement to issue, or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents, or file any registration statement or any amendment or supplement thereto, for a period of thirty (30) days after the initial registration statement was declared effective, subject to certain customary exceptions, including the use of the Sales Agreement (as defined herein), without the consent of the Purchasers, the Lead Investor, and the Placement Agent.

 

Placement Agency Agreements

 

The Company entered into a Placement Agency Agreement with A.G.P./Alliance Global Partners (the “Placement Agent”), dated August 11, 2025, pursuant to which the Placement Agent acted as the exclusive placement agent for the Company in connection with the Registered Offering (the “RD Placement Agency Agreement”). Pursuant to the RD Placement Agency Agreement, the Company paid the Placement Agent a cash fee of 3% of the gross proceeds from the Registered Offering and issued to the Placement Agent (or its designees) warrants to purchase that number of shares of Common Stock equal to 3% of the securities sold in the Registered Offering, which are exercisable beginning 180 days following the closing date, and have an initial exercise price per share of Common Stock of $8.25 (the “Placement Agent Warrants”). In addition, the Company reimbursed the Placement Agent for up to $475,000 of its fees and expenses, and up to $10,000 in non-accountable expenses, in connection with the Registered Offering.

 

The Company also entered into a Placement Agency Agreement with the Placement Agent, dated August 11, 2025, pursuant to which the Placement Agent acted as the exclusive placement agent for the Company in connection with the Private Placement (the “PIPE Placement Agency Agreement”). Pursuant to the PIPE Placement Agency Agreement, the Company paid the Placement Agent (or its designees) a cash fee of (i) $6.5 million for all tokens paid for the securities sold in the Private Placement in excess of $500 million and (ii) 3% of the gross proceeds of cash paid for the securities sold in the Private Placement Offering by the Placement Agent, and issued to the Placement Agent, Placement Agent Warrants equal to 3% of the securities sold in the Private Placement, which are exercisable beginning 180 days following the closing date, and have an initial exercise price per share of Common Stock of $8.25. In addition, the Company reimbursed the Placement Agent for up to $475,000 of its fees and expenses, and up to $10,000 in non-accountable expenses, in connection with the Private Placement.

 

The issuance of the Placement Agent Warrants and the shares of Common Stock underlying the Placement Agent Warrants (the “Placement Agent Warrant Shares”) will not be registered under the Securities Act or any state securities laws. The Placement Agent Warrant Shares will be issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder for transactions not involving a public offering.

 

 

The Placement Agency Agreement contains customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties, and termination provisions.

 

On December 30, 2025, the Company entered into an agreement (the “Placement Agent Subsequent Agreement”) with the Placement Agent that modified certain of the terms of the Placement Agent Agreements. The parties agreed, subject to certain limitations, to extend the Placement Agent’s irrevocable right of first refusal to act as sole investment banker, sole book-runner, sole sales agent, and/or sole placement agent, at its sole discretion, for the Company’s future public and private equity and debt offering, including all equity linked financings, through December 31, 2026, on terms customary to the Placement Agent. The fee tail period, as provided in the Placement Agent Agreements, was also extended from August 12, 2026 through December 31, 2026. In connection with such extensions, the Placement Agent (i) paid the Company the sum of one1 million dollars and (ii) agreed that, once it has received one million dollars in fees paid to it by the Company with respect to any financing consummated during the extended right of first refusal period or in respect of the extended fee tail period, the Company may allocate 35% of the fees otherwise to be associated therewith to another bank and/or broker-dealer or, if no other bank or broker-dealer would be entitled to any such fees, then the Placement Agent will reduce its customary and reasonable fees associated therewith during such periods by 35%. The Company also generally released the Placement Agent from all claims or other obligations through the date of the Placement Agent Subsequent Agreement.

In connection with the Placement Agent Subsequent Agreement, on December 26, 2025, the Company entered into an agreement with Keefe, Bruyette & Woods, Inc. (“KBW”), that superseded and terminated the parties’ May 14, 2025 and June 16, 2025, agreements, which provided that KBW would render certain financial advisory and investment banking services to the Company. Under this agreement, the Company agreed to pay to KBW the sum of three million dollars, one-third of which was paid on or about December 31, 2025 and the remaining amounts in equal payments on or before March 31, 2026 and May 31, 2026. KBW had asserted that it was due $37.8 million in advisory fees connection with the Registered Offering and the Private Placement. The parties also generally released each other from all claims or other obligations in respect of the May 14, 2025 and June 16, 2025 agreements and any transactions related thereto.

 

Registration Rights Agreement

 

On or about August 11, 2025, the Company and the Lead Investor entered into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which the Company agreed to file a registration statement (the “Resale Registration Statement”), providing for the resale of the PIPE Securities within 15 days of the closing of the Private Placement, to have such registration statement declared effective with 30 days of the filing date (or 60 days, if the SEC conducts a full review) (the date of such effectiveness, the “Effective Date”), and to maintain the effectiveness of such registration statement. As of the date of this Quarterly Report, the registration statement has not yet been filed.

 

Asset Management Agreement

 

Further, on or about August 11, 2025 (the “AMA Commencement Date”), the Company entered into an Asset Management Agreement (the “Asset Management Agreement”) with Kraken (the “Asset Manager”), pursuant to which the Asset Manager agreed to provide discretionary investment management services with respect to the Company’s cryptocurrency treasury. The term of the Asset Management Agreement was for thirty (30) days renewable upon the mutual consent of the parties. The Asset Manager received a nominal fee as compensation for its services under the Asset Management Agreement, which was not renewed.

 

Lock-Up Agreements

 

Pursuant to the Purchase Agreements, the Company will not issue, enter into any agreement to issue, or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents, or file any registration statement or any amendment or supplement thereto, for a period of 30 days after the Effective Date, subject to certain customary exceptions, including the use of the Sales Agreement (as defined herein), without the consent of the Purchasers, the Lead Investor and the Placement Agent.

 

 

In addition, each of the Company’s directors and executive officers are subject to a lock-up agreement, which prohibits them from offering for sale, pledging, announcing the intention to sell, selling, contracting to sell, granting any option, right or warrant to purchase, or otherwise transferring or disposing of, 50% of their shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock for a period of 90 days following the Effective Date and the remaining 50% upon the later of ninety (90) days after the Effective Date or the effective date of the Stockholder Approval. It is contemplated that the lock-up agreements will not prohibit our directors and executive officers and the selling stockholder from transferring shares of our common stock for bona fide estate or tax planning purposes, subject to certain requirements, including that the transferee be subject to the same lock-up terms.

 

Note 17: Stockholders’ Equity  

 

Common Stock: Our Articles of Incorporation authorize 2.0 billion shares of common stock that may be issued from time to time having such rights, powers, preferences and designations as the Board of Directors (the “Board”) may determine. During the 13 weeks ended March 28, 2026 and March 29, 2025, 6,000 and 15,499 shares of common stock were issued in lieu of professional services.

 

During the first quarter ended March 28, 2026, the Company issued 160,562 shares of its common stock related to the conversion of the debentures.

 

During the first quarter ended March 28, 2026, the Company issued 17,698 shares for the ICG Note.

 

On January 15, 2025, the Company entered into a six-month consulting agreement with a non-affiliated third-party, pursuant to which the third-party will provide a variety of corporate advisory services related to investment banking matters to the Company. In connection with the agreement, on January 15, 2025, the Company issued to the third-party 15,499 shares of its common stock.

 

During the first quarter ended March 29, 2025, the Company issued 45,455 shares of its common stock related to the exercise of warrants under the Small Debenture (see Note 11).

 

As of March 28, 2026, and December 27, 2025, there were 127,166,254 and 126,474,169 shares, respectively, of common stock issued and outstanding.

 

Equity Offerings: The Company’s 2024 Plan, which was adopted by the Board in November 2024 and approved by the stockholders at the 2024 annual meeting of stockholders, replaces the 2023 Plan, which replaced the 2016 Plan, which replaced the 2011 Plan. Under the 2024 Plan, the maximum aggregate number of shares, which may be subject to or delivered under Awards granted under the Plan is 2,800,000 shares. Awards may be in the form of a Stock Award, Option, Stock Appreciation Right, Stock Unit, or Other Stock-based Award granted in accordance with the terms of the respective Plan. During the 13 weeks ended March 28, 2026, there were no grants under the 2024 Plan.

 

 

The Company’s 2023 Plan, which was adopted by the Board in August 2023 and approved by the stockholders at the 2023 Annual Meeting of Stockholders, replaces the 2016 Plan, which replaced the 2011 Plan. Under the 2023 Plan, the maximum aggregate number of shares, which may be subject to or delivered under Awards granted under the Plan is two million (2,000,000) shares. Awards may be in the form of a Stock Award, Option, Stock Appreciation Right, Stock Unit, or Other Stock-based Award granted in accordance with the terms of the respective Plan. During the 13 weeks ended March 28, 2026 and March 29, 2025, the Company recognized $0 and $345,000 in share-based compensation expense related to the 908,852 RSU’s that were awarded and immediately vested.

 

The Company’s 2016 Plan authorizes the granting of awards in any of the following forms: (i) incentive stock options, (ii) nonqualified stock options, (iii) restricted stock awards, and (iv) restricted stock units, and expires on the earlier of October 28, 2026, or the date that all shares reserved under the 2016 Plan are issued or no longer available. On November 4, 2020, the Company amended the 2016 Plan to increase the issuance of common shares from 400,000 to 800,000. The vesting period is determined by the Board of Directors at the time of the stock option grant. As of March 28, 2026 and December 27, 2025, 100,000 options were outstanding under the 2016 Plan.

 

The Company’s 2011 Plan authorizes the granting of awards in any of the following forms: (i) stock options, (ii) stock appreciation rights, and (iii) other share-based awards, including but not limited to, restricted stock, restricted stock units or performance shares, and expired on the earlier of May 12, 2021, or the date that all shares reserved under the 2011 Plan are issued or no longer available. As of March 28, 2026 and December 27, 2025, 8,000 were outstanding under the 2011 Plan. No additional awards will be granted under the 2011 Plan.

 

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. There were no stock options granted during the 13 weeks ended March 28, 2026.

 

Additional information relating to all outstanding stock options is as follows:

Schedule of Additional Information Relating to All Outstanding Stock Options 

		Options Outstanding				Weighted Average Exercise Price				Aggregate Intrinsic Value				Weighted Average Remaining Contractual Life
Outstanding at December 27, 2025			20,000			$	3.83			$	—				6.1
Outstanding at March 28, 2026			20,000			$	3.83			$	—				4.4
Exercisable at March 28, 2026			20,000			$	3.83			$	—				4.4

 

The Company recognized no share-based compensation expense related to stock options for the 13 weeks ended March 28, 2026 and March 29, 2025.

 

As of March 28, 2026, the Company had no unrecognized share-based compensation expense associated with equity awards.

 

Series I Convertible Preferred Stock

 

Shares of Series I Preferred Stock are convertible into the Company’s common shares at a ratio of 100:1. During the 13 weeks ended March 28, 2026, 4,500 shares were converted. As of March 28, 2026 and December 27, 2025, there were 12,500 shares and 17,000 shares of Series I Convertible Preferred Stock outstanding.

 

Series Q Convertible Preferred Stock

 

Shares of Series Q Preferred Stock are convertible into the Company’s common shares at a ratio of 1:1. During the 13 weeks ended March 28, 2026, 57,825 shares were converted into the Company’s common shares. No shares were converted during the 13 weeks ended March 29, 2025. As of March 28, 2026 and December 27, 2025, there were 867,387 shares and 925,212 shares of Series Q Convertible Preferred Stock outstanding.

 

 

Series S Preferred Stock

 

On December 28, 2022 the Company acquired Soin Therapeutics by way of merger. In connection with this transaction, with a potential value of up to $30 million, the Company tendered 100,000 shares of the Company’s Series S Convertible Preferred Stock. Shares of Series S Convertible Preferred Stock are convertible into the Company’s common shares at a ratio of 1:1. No shares were converted during the 13 weeks ended March 28, 2026. As of March 28, 2026 and December 27, 2025, there were 100,000 shares of Series S Convertible Preferred Stock outstanding.

 

Series V Convertible Preferred Stock

 

Shares of Series V Preferred Stock are convertible into the Company’s common shares at a ratio of 120:1. During the 13 weeks ended March 28, 2026, all outstanding shares of Series V Preferred Stock were converted into 600,000 shares of the Company’s common stock (see above). As of March 28, 2026 and December 27, 2025, there were 0 and 5,000 shares of Series V Convertible Preferred Stock outstanding, respectively.

 

Note 18: Mezzanine Equity

 

During the year ended December 28, 2025, the Company reclassified approximately $2.7 million from mezzanine equity to current liabilities, and approximately $8.0 million from mezzanine equity to permanent equity. As of March 28, 2026 and December 27, 2025, the outstanding balance in mezzanine equity relates to the $17.0 million convertible tranche originally valued at approximately $3.9 million.

 

Note 19: Earnings Per Share

 

Net income (loss) per share is calculated using the weighted average number of shares of common stock outstanding during the applicable period. Basic weighted average common shares outstanding do not include shares of restricted stock that have not yet vested, although such shares are included as outstanding shares in the Company’s Consolidated Balance Sheet. Diluted net income (loss) per share is computed using the weighted average number of common shares outstanding and if dilutive, potential common shares outstanding during the period. Potential common shares consist of the additional common shares issuable in respect of restricted share awards, stock options and convertible preferred stock.

 

The following table presents the computation of basic and diluted net income (loss) per share (in $000’s, except share and per–share data):

 

Schedule of Computation of Basic and Diluted Net Loss Per Share 

		March 28, 2026				March 29, 2025
		For the Thirteen Weeks Ended
		March 28, 2026				March 29, 2025
Continuing Operations
Basic and diluted
Net loss from continuing operations		$	(271,316	)		$	(1,912	)
Weighted average common shares outstanding			126,818,888				15,550,706
Basic and diluted loss per share from continuing operations		$	(2.14	)		$	(0.12	)
Total
Basic and Diluted
Net loss			(271,493	)			(2,392	)
Weighted average common shares outstanding			126,818,888				15,550,706
Basic and diluted loss per share			(2.14	)			(0.15	)

 

Potentially dilutive securities totaling approximately 84.6 million and 8.9 million were excluded from the calculation of diluted earnings per share for the 13 weeks ended March 28, 2026 and March 29, 2025, respectively, because the effects were anti-dilutive.

 

 

Note 20: Income Taxes

 

The Company recorded an income tax expense from continuing operations of approximately $85,080 and an income tax benefit in the amount of approximately $225 for the 13 weeks ended March 28, 2026 and March 29, 2025, respectively, and an income tax expense from discontinued operations of approximately $0 and $60 for the 13 weeks ended March 28, 2026 and March 29, 2025, respectively. The Company’s overall effective tax rate was (23.9)% and (11.1)% for the 13 weeks ended March 28, 2026 and March 29, 2025, respectively.

 

The effective tax rates and related provisional tax amounts vary from the U.S. federal statutory rate primarily due to foreign and state taxes and certain non-deductible expenses.

 

Note 21: Segment Information

 

The Company operates within targeted markets through three reportable segments for continuing operations: Fintech, Biotech, and Corporate and Other. The Biotech segment is being presented as discontinued operations for the 13 weeks ended March 28, 2026 and March 29, 2025 (see Note 4).

 

The following tables present the Company’s segment information for the 13 weeks ended March 28, 2026 and March 29, 2025 (in $000’s):

 

 Schedule of Segment Information

		March 28, 2026				March 39, 2025
		Thirteen Weeks Ended
		March 28, 2026				March 29, 2025
Revenues
Fintech		$	4,712			$	4,849
Biotech (Discontinued operations)			—				—
Corporate and other			—				—
Total Revenues		$	4,712			$	4,849
Gross profit
Fintech		$	3,574			$	1,926
Biotech (Discontinued operations)			—				—
Corporate and other			—				—
Total Gross profit		$	3,574			$	1,926
Operating loss
Fintech		$	(1,638	)		$	(138	)
Biotech (Discontinued operations)			(177	)			(540	)
Corporate and other			(1,105	)			(1,268	)
Total Operating loss		$	(2,920	)		$	(1,946	)
Depreciation and amortization
Fintech		$	888			$	728
Biotech (Discontinued operations)			—				482
Corporate and other			—				—
Total Depreciation and amortization		$	888			$	1,210
Interest (expense) income, net
Fintech		$	(379	)		$	(376	)
Biotech (Discontinued operations)			—				—
Corporate and other			(127	)			(344	)
Total Interest (expense) income, net		$	(506	)		$	(720	)
Net income (loss) before income taxes
Fintech		$	1,631			$	543
Biotech (Discontinued operations)			(177	)			(540	)
Corporate and other			(358,028	)			(1,690	)
Total Net income (loss) before income taxes		$	(356,574	)		$	(1,687	)

 

 

Note 22: Related Parties

 

Shared Services

 

Tony Isaac, the Company’s President, is the father of Jon Isaac, President and Chief Executive Officer of Live Ventures and managing member of Isaac Capital Group LLC (“ICG”). Tony Isaac is also a member of the Board of Directors of Live Ventures. The Company shares certain executive, accounting and legal services with Live Ventures. The total services shared were approximately $30,000 and $30,000 for the 13 weeks ended March 28, 2026 and March 29, 2025, respectively. The Company rents approximately 9,900 square feet of office space from Live Ventures in Las Vegas, Nevada.

 

Note 23: Subsequent event

 

The Company has evaluated subsequent events through the filing of this Form 10-Q, and determined that there have been no events that have occurred that would require adjustments to disclosures in its condensed consolidated financial statements other than as discussed below:

 

Block Street Corp.

 

On April 20, 2026, the Company entered into a Stock Exchange Agreement (the “SEA”) with the four owners of Block Street Corp., a Nevada corporation (“Block Street”).

 

We issued an aggregate of 12,670,257 shares (the “Issued Stock”) of our common stock (our “Common Stock”) to the four individuals, valued at $12 million at Nasdaq minimum price and granted two sets of five-year, pre-funded warrants to the four individuals, the first set of which (the “Set One Warrants”) is exercisable for an aggregate of up to 15,837,821 shares (the “Set One Warrant Stock”) of Common Stock with an initial aggregate exercise price of $15 million at Nasdaq minimum price and a remaining exercise price of $.001 per share and the second set of which (the “Set Two Warrants”) is exercisable for an aggregate of up to 16,893,675 shares (the “Set Two Warrant Stock”) of Common Stock with an initial aggregate exercise price of $16 million at Nasdaq minimum price and a remaining exercise price of $.001 per share. The Set One Warrants vest in full at any time on or after the date on which Block Street (following the closing of the transactions contemplated by the SEA) has generated US GAAP-compliant net revenues, applied consistently with the Company’s historical accounting policies, on a trailing four consecutive Company-quarterly reporting basis, of not less than $20,000,000, as certified by the principal financial officer of the Company. The Set Two Warrants vest in full at any time on or after the date on which Block Street (following the closing of the transactions contemplated by the SEA) has generated US GAAP-compliant annual “Modified Operating Income,” applied consistently with the Company’s historical accounting policies, on a trailing four consecutive Company-quarterly reporting basis, of not less than $8,000,000, as certified by the principal financial officer of the Company. “Modified Operating Income” means “Net Operating Income” plus realized gains and minus realized losses from the sale of tokens generated by the initial coin offerings operations of Block Street. “Net Operating Income” means, using the following categories as defined in SEC Regulation S-X Section 210.5-03: net sales and gross revenues, less (i) costs and expenses applicable to sales and revenues, and (ii) other operating costs and expenses, and (iii) selling, general and administrative expenses, and (iv) provision for doubtful accounts and notes, and (v) other general expenses.

 

Both the Set One Warrants and the Set Two Warrants provide for the cashless exercise thereof.

 

The shares of Issued Stock and the shares of Set One Warrant Stock and Set Two Warrant Stock, from and after the respective issuances thereof, are subject to contractual lock-up and leak-out provisions. The lock-up period for all of such shares of stock is 24 months, subject to releases of 25% thereof every six months commencing April 20, 2026 for the shares of Issued Stock and commencing on the dates on which the shares of Set One Warrant Stock and Set Two Warrant Stock are issued.

 

Each holder of shares “leak-out” stock has the right, but not the obligation, to sell those shares of stock into the public markets on each trading day that quantum of such shares in an amount that does not exceed 10% of the average number of shares of our Common Stock sold in the public markets during each of the twenty (20) trading days preceding the date on which the holder sells any of such shares of stock, the daily trading volume as reflected on nasdaq.com (the “Daily Leak-out Volume”). The Daily Leak-out Volume is not cumulative; it is a trading day “use it or lose it” right. Further, the gross price of each such share of stock sold by the holder shall be at not less than the “best bid” at the time that the relevant holder places a sell order with his broker, no matter how such sell order is placed. If a holder, in a transaction not involving the public markets, shall sell or otherwise give, swap, transfer, or hypothecate, or grant any option for the sale, gift, swap, transfer, or hypothecation, to any third party in respect of any of such shares of stock, then (A) as a condition precedent to the closing of such a transaction, such third party shall execute an agreement in favor of us that contains leak-out provisions substantially similar to the leak-out provisions set forth in this section and (B) any sales into the public markets by such third party shall be aggregated on a daily basis with any sales into the public markets by the legacy holder. The Daily Leak-out Volume shall be adjusted for forward stock splits, reverse stock splits (consolidations), and recapitalizations of shares of our Common Stock and similar transactions affecting all holders of our Common Stock equally.

 

 

We do not have any obligation to register any of the shares of the Issued Stock, the Set One Warrant Stock, or the Set Two Warrant Stock.

 

The issuance of the Issued Stock, the grant of the Set One Warrants and the Set Two Warrants, and the potential issuances of the shares of Set One Warrant Stock and Set Two Warrant Stock were all effectuated as a private offering under Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”).

 

Dectec

 

On April 20, 2026, we also entered into binding letter of intent with the Decentralized Technologies Inc. (“Dectec”), pursuant to which we will acquire all of the issued and outstanding shares of capital stock of Dectec and will issue four million shares of our Common Stock (the “Initial Issuance”) to the equity holders of Dectec. In addition to the Initial Issuance, we shall issue up to four million shares of our Common Stock during the following 36-month period from closing at a ratio of one million shares for every five million dollars of “Gross Profit” generated by Dectec’s solutions. “Gross Profit” is defined as Gross Sales generated directly from Dectec’s solutions, less (i) cost of goods sold (which include, but are not limited to, commissions, software licenses, data acquisition costs, AI compute costs, and other direct delivery costs associated with Dectec’s operations) and (ii) (A) costs and expenses applicable to sales and revenues and (B) other operating costs and expenses and (C) selling, general and administrative expenses and (D) provision for doubtful accounts and notes and (E) other general expenses.

 

Employment Agreement

 

On April 20, 2026, our Board approved an employment agreement (the “Employment Agreement”) for our Chief Executive Officer, Tony Isaac. In connection with our Board’s action, Mr. Isaac’s title was changed from “Acting Chief Executive Officer” to “Chief Executive Officer.”

 

The Employment Agreement provides for a three-year term, subject to annual renewals, unless either party provides written notice of non-renewal at least 90 days prior to the expiration of the initial term or any renewal term. Mr. Isaac’s annual base compensation is $600,000. Mr. Isaac is also eligible for an annual bonus in the sole and absolute discretion of our Compensation Committee. In addition, we issued to Mr. Isaac five million shares of our common stock, the periodic releases of which are determined by the price of our common stock (the “Stock Award”). In the event that Mr. Isaac’s employment with us terminates because he elects not to renew the Employment Agreement, terminates for good reason, or we terminate him without cause (as those concepts are more fully described in the Employment Agreement), we shall pay to Mr. Isaac (i) any accrued but unpaid base salary and accrued but unused vacation, (ii) any unpaid annual bonus, if awarded by our Compensation Committee, (iii) any unreimbursed business expenses, and (iv) any other employee benefits to which he may be entitled under our employee benefit plan. Further, in those circumstances and upon Mr. Isaac executing a release in our favor, we shall also pay him an amount equal to the sum of his base salary and potential annual bonus for that termination year and all of Mr. Isaac’s equity or other awards shall then vest.

 

Upon a termination of the Employment Agreement in connection with a change of control of the Company (as described in our 2024 Equity Incentive Plan), we shall pay Mr. Isaac (i) an amount equal to three times the sum of his base salary and potential annual bonus amount for the year in which the termination event occurs (or, if greater, the year immediately preceding the year in which the change of control occurs) and (ii) an amount equal to his potential annual bonus for the year in which the termination event occurs (or, if greater, the year in which the change of control occurs). Finally, upon such termination, all restrictions in respect of the Stock Award shall be released.

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. Dollars stated in thousands, except per–share amounts.

 

Forward-Looking and Cautionary Statements

 

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of Exchange Act, which involve risks and uncertainties. You can identify forward-looking statements because they contain words such as ‘‘believes,’’ ‘‘expects,’’ ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘seeks,’’ ‘‘approximately,’’ ‘‘intends,’’ ‘‘plans,’’ ‘‘estimates’’ or ‘‘anticipates’’ or similar expressions that concern our strategy, plans or intentions. Any statements we make relating to our future operations, performance and results, and anticipated liquidity are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those we expected. We derive most of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, including, without limitation, in conjunction with the forward-looking statements included in this Quarterly Report on Form 10-Q, are disclosed in “Item 1-Business, Item 1A – Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 27, 2025, and Part II, Item 1A of this Report.

 

We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. Our MD&A should be read in conjunction with our Annual Report on Form 10-K (including the information presented therein under the caption Risk Factors), together with our Quarterly Reports on Forms 10-Q and other publicly available information. All amounts herein are unaudited.

 

Our Company

 

Through our Fintech segment, we provide 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.

 

During the periods disclosed in this Quarterly Report, we operated 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. 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. 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. The Biotech segment is being presented as discontinued operations for the 13 weeks ended March 28, 2026 and March 29, 2025 (see Note 4 of our Condensed Consolidated Financial Statements).

 

 

Corporate and Other

 

In August 2025, the Company closed a $1.5 billion registered direct offering and concurrent private placement to launch our WLFI Treasury Strategy. This “capital with a purpose” financing positioned the Company as one of the most significant institutional holders of WLFI, securing a meaningful stake in the native governance token of the World Liberty Financial ecosystem.

 

Our policy remains a committed long-term “HODL” approach, with future acquisitions funded through operating cash flows, structured debt, and selective capital raises. 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, are recorded within the Company’s Corporate and Other segment.

 

Our Corporate and Other segment also consists of certain corporate general and administrative costs.

 

For the Thirteen Weeks Ended March 28, 2026 and March 29, 2025

 

Results of Operations

 

The following table sets forth certain statement of operations items and as a percentage of revenue, for the periods indicated (in $000’s):

 

		13 Weeks Ended				13 Weeks Ended
		March 28, 2026				March 29, 2025
Statement of Operations Data:
Revenues		$	4,712			$	4,849
Cost of revenues			1,138				2,923
Gross profit			3,574				1,926
Selling, general and administrative expenses			6,317				3,872
Operating loss			(2,743	)			(1,946	)
Interest expense, net			(506	)			(720	)
Unrealized loss on cryptocurrency assets			(348,301	)			—
Unrealized gain on exchange transactions			(41	)			87
Realized gain on exchange transactions			(6,082	)			973
Other income, net			1,277				(81	)
Net loss before provision of income taxes			(356,396	)			(1,687	)
Income tax provision (benefit)			85,080				(225	)
Net loss from continuing operations			(271,316	)			(1,912	)
Loss from discontinued operations			(177	)			(540	)
Income tax (expense) benefit from discontinued operations			-				60
Net (loss) from discontinued operations			(177	)			(480	)
Net loss		$	(271,493	)		$	(2,392	)

 

 

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):

 

		13 Weeks Ended								13 Weeks Ended
		March 28, 2026								March 29, 2025
		Net Revenue				Percent of Total				Net Revenue				Percent of Total
Revenue
Fintech		$	4,712				100.0	%		$	4,849				100.0	%
Biotech (Discontinued operations)			—				—	%			—				—	%
Corporate and other			—				—	%			—				—	%
Total revenue		$	4,712				100.0	%		$	4,849				100.0	%

 

		13 Weeks Ended								13 Weeks Ended
		March 28, 2026								March 29, 2025
		Gross Profit				Gross Profit Percentage				Gross Profit				Gross Profit Percentage
Gross Profit
Fintech		$	3,574				75.9	%		$	1,926				47.0	%
Biotech			—				—	%			—				—	%
Corporate and other			—				—	%			—				—	%
Total gross profit		$	3,574				75.9	%		$	1,926				47.0	%

 

Revenue

 

Revenue decreased by approximately $0.1 million for the 13 weeks ended March 28, 2026, as compared to the 13 weeks ended March 29, 2025. The decrease is due to volume of transactions processed for customers.

 

Gross Profit

 

Gross profit increased by approximately $1.6 million for the 13 weeks ended March 28, 2026, as compared to the 13 weeks ended March 29, 2025. The increase is due to the loss of a large low margin customer.

 

Selling, General and Administrative Expense

 

Selling, general and administrative expenses increased by approximately $2.4 million for the 13 weeks ended March 28, 2026, as compared to the 13 weeks ended March 29, 2025, primarily due increased professional fees.

 

Interest Expense, net

 

Interest expense, net decreased by approximately $0.3 million for the 13 weeks ended March 28, 2026, as compared to the 13 weeks ended March 29, 2025 primarily due to reduction in debt.

 

 

Unrealized Loss on Cryptocurrency Assets

 

Unrealized gain on cryptocurrency assets for the 13 weeks ended March 28, 2026 was approximately $348.3 million. An unrealized loss on crypto tokens was recorded to mark to fair value WLFI tokens purchased in August of 2025.

 

Segment Performance

 

We report our business in the following segments: Fintech, Biotechnology and Corporate and Other. During fiscal 2025, the Company announced its intent to formally separate its Biotechnology segment, also known as Alyea. As a result, the Biotechnology segment is presented as discontinued operations for the 13 weeks ended March 28, 2026 and March 29, 2025.

 

Operating loss by operating segment, is defined as loss before net interest expense, other income and expense, provision for income taxes ($000’s).

 

		13 Weeks Ended March 28, 2026																13 Weeks Ended March 29, 2025
		Fintech				Biotech (Discontinued Operations)				Corporate and Other				Total				Fintech				Biotech (Discontinued Operations)				Corporate and Other				Total
Revenue		$	4,712			$	—			$	—			$	4,712			$	4,849			$	—			$	—			$	4,849
Cost of revenue			1,138				—				—				1,138				2,923				—				—				2,923
Gross profit			3,574				—				—				3,574				1,926				—				—				1,926
Selling, general and administrative expense			5,212				177				1,105				6,317				2,604				540				1,268				3,872
Operating loss		$	(1,638	)		$	(177	)		$	(1,105	)		$	(2,743	)		$	(678	)		$	(540	)		$	(1,268	)		$	(1,946	)

 

Fintech Segment

 

Our Fintech segment consists of ALT5 Subsidiary, which was acquired during May 2024. Revenue for the 13 weeks ended March 28, 2026 was approximately $4.7 million, and gross margin percentage was 75.8%. Operating loss for the fiscal quarter ended 13 weeks ended March 28, 2026 was approximately $1.6 million.

 

Corporate and Other Segment

 

Our Corporate and Other segment generated no revenue for the for the 13 weeks ended March 28, 2026 and the 13 weeks ended March 29, 2025. Selling, general and administrative expenses increased primarily due to increased costs for legal and other professional services.

 

Biotechnology Segment

 

During fiscal 2025, the Company announced its intent to formally separate its Biotechnology segment, also known as Alyea. As a result, the Biotechnology segment is presented as discontinued operations for the 13 weeks ended March 28, 2026 and March 29, 2025. Our Biotech segment generated no revenue for the for the 13 weeks ended March 28, 2026 and the 13 weeks ended March 29, 2025. Selling, general and administrative expenses increased primarily due to research and development expenses.

 

 

Liquidity and Capital Resources

 

Overview

 

As of March 28, 2026, our cash on hand was $10.5 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. We intend to raise funds 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. 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.

 

Cash Flows

 

During the 13 weeks ended March 28, 2026, cash used in operations was approximately $12.3 million, compared to cash provided by operations of approximately $1.5 million during the 13 weeks ended March 29, 2025. The increase in cash was primarily due to results of operations as discussed above.

 

Cash provided by investing activities was $0 million for the 13 weeks ended March 28, 2026 and $0 for the 13 weeks ended March 29, 2025.

 

Cash provided by financing activities was $8.5 million for the 13 weeks ended March 28, 2026, and relates primarily to the new WLFI loan. Cash used in financing activities was approximately $1.5 million for the 13 weeks ended March 29, 2025, and relates to proceeds received from the issuance of notes payable, as well as warrants converted to our common stock, partially offset by cash paid for notes payable.

 

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. We reported a net loss from continuing operations of approximately $271.3 million for the 13 weeks ended March 28, 2026, and a net loss from continuing operations of approximately $1.9 million for the 13 weeks ended March 29, 2025. Additionally, the Company has total current assets of approximately $32.2 million and total current liabilities of approximately $39.1 million resulting in a net negative working capital of approximately $6.9 million. Cash used in operations was approximately $12.3 million.

 

Future Sources of Cash; Phase 2b Trials, 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. No assurance can be given any financing obtained may not further dilute or otherwise impair the ownership interest of our existing stockholders.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Market Risk and Impact of Inflation

 

Interest Rate Risk. We do not believe there is any significant risk related to interest rate fluctuations on our short and long-term fixed rate debt.

 

We do not hold any derivative financial instruments, nor do we hold any securities for trading or speculative purposes.

 

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Evaluation of Disclosure control and Procedures. We carried out an evaluation, under the supervision, and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of March 28, 2026, the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Exchange is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure due to material weaknesses in internal control over financial reporting further described below.

 

Despite the identified material weaknesses, management concluded that the consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, the financial position, results of operations and cash flows for the periods disclosed in conformity with GAAP. LJ Soldinger Associates, LLC, the Company’s independent registered public accounting firm, issued an unqualified opinion on our consolidated financial statements as of and for the year ended December 27, 2025. They were not engaged to perform, and did not perform, an audit of internal control over financial reporting. This material weakness has no impact on our consolidated financial statements in prior years.

 

Management’s Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

The Company’s management, including our CEO and CFO, do not expect that the Company’s disclosure controls and procedures or the Company’s internal control over financial reporting will prevent or detect all errors and all fraud. A control system, regardless of how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met. These inherent limitations include the following: judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes, controls can be circumvented by individuals, acting alone or in collusion with each other, or by management override. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

 

Our management assessed the design and effectiveness of our internal control over financial reporting as of March 28, 2026. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) of 2013 regarding Internal Control – Integrated Framework. Based on our assessment using those criteria, our management concluded that our internal controls over financial reporting were ineffective as of March 28, 2026. Management noted the following deficiencies that management believes to be material weaknesses:

 

	●	The Company does not have a properly documented internal control system in accordance with the requirements of the Committee on Sponsoring Organizations (“COSO”) or some similarly appropriate internal control methodology or formal documentation of the Company’s systems of internal control. This control deficiency contributed to errors that necessitated a restatement of the Company’s 2024 consolidated financial statements and represents a material weakness in internal control over financial reporting.
	●	The Company did not properly apply ASC 820 in valuing certain equity instruments issued as consideration in a business combination. The Company recorded and adjustment to correct the error.

 

In response to the above identified weaknesses in our internal control over financial reporting, we plan to improve the documentation of our internal control policies and procedures and develop an internal testing plan to document our evaluation of effectiveness of the internal controls. We expect to conclude these remediation initiatives during the fiscal year ended December 26, 2026. We continue to evaluate testing of our internal control policies and procedures, including assessing internal and external resources that may be available to complete these tasks, but do not know when these tasks will be completed.

 

 

A material weakness (within the meaning of PCAOB Auditing Standard No. 5) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company’s financial reporting.

 

	●	The Company improperly recorded an adjustment that duplicated certain fees and overstated revenue. The Company recorded an adjustment to correct the error.
	●	The Company used an incorrect grant-date fair value in measuring certain equity awards. The amount of the misstatement was not material.
	●	The Company did not appropriately record certain qualifying equity issuance costs as a reduction of equity and instead recognized them in the income statement. The amount of the resulting misstatement was not material.

 

This Quarterly Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Quarterly Report.

 

Changes in Internal Control Over Financial Reporting. There were no changes in the Company’s internal control over financial reporting identified in management’s evaluation pursuant to Rule 13a-15and 15d-15 of the Exchange Act that occurred during the first quarter of the fiscal year ended March 28, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

PART II. Other Information

 

Item 1. Legal Proceedings

 

The information in response to this item is included in Note 15, Commitments and Contingencies, to the Consolidated Financial Statements included in Part I, Item 1, of this Form 10-Q.

 

Item 1A. Risk Factors

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

 

Item 2. Unregistered Sales of Equity Securities and Use of funds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information.

 

In March 2026, the Company purchased 1,070,000 shares of its common stock in the open market and retired the shares.

 

In April and May 2026, the Company purchased 66,951 shares of its common stock in the open market with the intent to retire the shares. The shares have not yet been retired as of the date of this filing.

 

Item 6. Exhibits.

 

Index to Exhibits

 

Exhibit Number		Exhibit Description		Form		File Number		Exhibit Number		Filing Date
10.120		Form of Securities Purchase Agreement with Mswipe Technologies, Inc., dated May 9, 2025.		10-Q		000-19621		10.120		05-13-2025
10.121		Form of a Promissory Note in favor of Dr. Peter Francis Lue, dated May 9, 2025.		10-Q		000-19621		10.121		05-13-2025
10.122		Form of a Common Stock Purchase Warrant, dated May 9, 2025.		10-Q		000-19621		10.122		05-13-2025
10.123		Form of a Common Stock Purchase Warrant, dated May 9, 2025.		10-Q		000-19621		10.123		05-13-2025
10.124		Form of a Common Stock Purchase Warrant, dated May 9, 2025.		10-Q		000-19621		10.124		05-13-2025

 

 

10.125		Form of a Covenant Against Competition, dated May 9, 2025.		10-Q		000-19621		10.125		05-13-2025
10.126		Form of a Promissory Note in favor of Peter Karam, dated May 9, 2025.		10-Q		000-19621		10.126		05-13-2025
31.1	*	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	*	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	*	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	*	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	*	Inline XBRL Instance Document
101.SCH	*	Inline XBRL Taxonomy Extension Schema Document
101.CAL	*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

 

*	Filed herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on our behalf by the undersigned, thereunto duly authorized.

 

		AI Financial Corporation
		(Registrant)
Date:	May 18, 2026	By:	/s/ Tony Isaac
			Tony Isaac
			Chief Executive Officer
			(Principal Executive Officer)
Date:	May 18, 2026	By:	/s/ Steven M. Plumb
			Steven M. Plumb
			Chief Financial Officer
			(Principal Financial and Accounting Officer)