FORUM MARKETS Inc
For the period ended Dec 31, 2025. Filed Apr 1, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Apr 1, 2026
FRMM$3.040.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-31.
0001213900-25-026273
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-04-01.
0001213900-26-037888
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 90 previous paragraphs and 179 current paragraphs.
7 unchanged; 6 reworded; 165 added; 77 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 13 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (165)
Current report
Business Overview
Current report
The Company underwent a significant strategic shift in 2025, including a rebranding and transition away from its legacy biotechnology and gaming operations toward a digital asset-focused business model centered on treasury, investment, and tokenization activities. As a result, the Company’s current operations, financial profile, and key performance drivers differ materially from prior periods, and several areas of this MD&A represent first-year disclosures under the new strategy.
Current report
The Company operates as a single reportable operating segment under ASC 280. Its operations are focused on digital asset operations, which represent the Company’s primary revenue-generating activities, and all assets of the Company’s continuing operations are related to this single operating segment.
Current report
Our Company
Current report
Forum Markets, Incorporated is a digital asset–focused company whose operations are primarily related to holding, deploying, and managing digital assets and tokenization activities.
Current report
The Company has undergone several significant transformations over its operating history. Originally formed in 2016 as a clinical-stage biotechnology company operating under the name 180 Life Sciences Corp., the Company previously focused on the development of therapeutics for unmet medical needs. In subsequent periods, the Company expanded into software-enabled gaming initiatives, including the acquisition of certain blockchain-based gaming technology.
Current report
In August 2025, the Company rebranded as ETHZilla Corporation, reflecting an initial shift away from its legacy operations during which the Company completed a broader strategic transition, exiting its legacy biotechnology and gaming activities and refocusing its business on digital asset treasury management, investment activities, and tokenization-related strategies. The Company’s treasury activities are primarily centered on acquiring, holding, and deploying Ethereum to generate returns through staking and other yield-generating arrangements.
Current report
In early 2026, the Company completed a further rebrand to Forum Markets, Incorporated, aligning its name with its evolving strategy and business model. Under its current strategy, the Company focuses on digital asset activities and the development of tokenization-related investments. The Company is pursuing tokenization initiatives involving income-generating assets, which are expected to generate returns through asset yields, fees, and investment income over time. Revenues, expenses, and cash flows are influenced by digital asset market conditions, capital allocation decisions, and the timing of investment and tokenization activities.
Current report
As a result of this strategic transformation, the Company’s current operations, revenue drivers, expense profile, and risk exposures differ materially from prior periods, and financial results for historical periods may not be comparable to those of the current period.
Current report
Key Factors Affecting Performance
Current report
The Company’s operating results, financial condition, and cash flows are influenced by a number of trends and uncertainties related to its digital asset–focused business model, several of which are expected to continue to affect performance in future periods.
Current report
Digital Asset Price Volatility
Current report
The Company’s results are sensitive to fluctuations in the market price of ETH and other digital assets held or deployed in its operations. Changes in digital asset prices may materially affect reported earnings, the fair value of assets, and the timing and availability of liquidity, and may contribute to increased volatility in results of operations.
Current report
Staking Yield Variability
Current report
Revenue generated from staking activities is subject to variability based on network conditions, protocol economics, validator performance, and other factors outside the Company’s control. Changes in staking reward rates, protocol rules, or the performance of third-party service providers may affect revenue levels and operating results.
Current report
Growth of Tokenization Initiatives
Current report
The Company is in the early stages of developing and scaling its RWA tokenization strategy. The timing, magnitude, and sustainability of revenues from tokenization activities may affect future results of operations and cash flows and will depend on factors such as market adoption, regulatory considerations, and the availability of distribution and secondary trading infrastructure.
Current report
Evolving Regulatory Environment
Current report
The regulatory framework applicable to digital assets, staking activities, and tokenized securities continues to evolve in the United States and other jurisdictions. Changes in laws, regulations, enforcement priorities, or regulatory interpretations could increase compliance costs, restrict certain activities, or require modifications to the Company’s treasury or tokenization strategies. Regulatory developments may also affect market participation and investor demand, which could impact future operating results and cash flows.
Current report
Recent Events
Current report
Notes Offering Increase; Mandatory Redemption
Current report
On December 9, 2025, the Company entered into a Note Mandatory Redemption Agreement pursuant to which the Company agreed to redeem all outstanding Convertible Notes for an amount equal to 117% of the outstanding principal amount, plus accrued and unpaid interest and other amounts due under the governing documents. On December 30, 2025, the Company redeemed all outstanding Convertible Notes, and the related agreements were terminated. See “Item 13. Certain Relationships and Related Transactions, and Director Independence—Related Party Agreements—Promissory Notes” for additional information regarding the Convertible Notes.
Current report
Reverse Stock Split
Current report
On October 14, 2025, the Company filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation, as amended, to effect a 1-for-10 reverse stock split of the Company’s issued and outstanding common stock. The Reverse Stock Split became effective October 20, 2025 at 12:01 a.m. Eastern Time. No fractional shares were issued, and stockholders otherwise entitled to a fractional share received cash in lieu thereof. Outstanding equity awards, warrants and other securities convertible into, or exercisable for, common stock were proportionately adjusted in accordance with their terms. All share and per share data in the accompanying Consolidated Financial Statements and accompanying notes have been retroactively adjusted to reflect the effect of the Reverse Stock Splits.
Current report
Satschel Purchase and Subscription Agreement
Current report
On October 22, 2025, the Company entered into a Purchase and Subscription Agreement (the “Satschel Purchase Agreement”) with Satschel. Satschel owns Liquidity.io, a regulated broker-dealer and one of only a handful of SEC-registered digital alternative trading system platform.
Current report
Pursuant to the Satschel Purchase Agreement, Satschel sold us shares of its Class A Common Stock representing 15% of its fully-diluted capitalization in consideration for (i) $5.0 million in cash; and (ii) 556,174 shares of our common stock with an agreed value of $10.0 million, which are subject to a six month lock-up (the “Satschel Shares”).
Current report
Karus Purchase and Subscription Agreement
Current report
On December 2, 2025, the Company entered into (i) a Purchase and Subscription Agreement (the “Karus Purchase Agreement”) with Karus, (ii) separate Stock Purchase Agreements (collectively, the “Karus Stock Purchase Agreements”) with certain stockholders of Karus (the “Karus Stockholders”); and (iii) a Series A Preferred Stock Rights Agreement with Karus and certain significant stockholders of Karus. Karus operates a proprietary AI-powered data analytics platform for use by underwriters and lenders in the consumer auto finance industry.
Current report
Pursuant to the Karus Purchase Agreement, Karus sold us 1,421,464 shares of its Class A Preferred Stock representing 16% of Karus’ fully-diluted capitalization in consideration for (i) $3.0 million in cash; and (ii) 453,721 shares of our common stock with an agreed value of $5.0 million, of which half are subject to a three month lock-up and half are freely transferrable, subject to applicable federal and state securities laws (the “Karus Shares”).
Current report
Pursuant to the Karus Stock Purchase Agreements, the Karus Stockholders sold us 310,945 shares of Karus common stock and 44,420 shares of Karus Series Seed-3 Preferred Stock representing an aggregate of 4% of Karus’ fully-diluted capitalization in consideration for 181,488 shares of our common stock with an agreed value of $2.0 million, which are subject to a six month lock-up (the “Karus Stockholder Shares” and together with the Karus Shares, the “Karus Registrable Securities”).
Current report
As a result of the Karus Purchase Agreement and the Karus Stock Purchase Agreements (collectively, the “Karus Purchase Agreements”), which closed on December 2, 2025, on December 31, 2025, the Company held an aggregate of approximately 20% of the fully-diluted capitalization of Karus (collectively, the “Karus Securities”).
Current report
The Karus Purchase Agreements also granted registration rights to Karus and the Karus Stockholders, pursuant to which the Company was required to use its reasonable best efforts to file a registration statement with the SEC covering the resale of the Karus Registrable Securities. On December 18, 2025, the Company filed a registration statement on Form S-3 (the “December 2025 Registration Statement”) relating to the possible resale or other disposition of, among other securities, the Satschel Shares, the Karus Registrable Securities and the Zippy Registrable Securities (as defined below). The December 2025 Registration Statement was declared effective December 30, 2025 (the “Registration Statement Effectiveness Date”).
Current report
Zippy Purchase Agreement
Current report
On December 9, 2025, the Company entered into (i) a Series B-3 Preferred Stock Purchase Agreement (the “Zippy Purchase Agreement”) with Zippy; (ii) separate Stock Purchase Agreements (the “Zippy Stock Purchase Agreements”) with certain stockholders of Zippy (the “Zippy Stockholders”); (iii) a Registration Rights Agreement with Zippy and the Zippy Stockholders (the “Zippy Registration Rights Agreement”); (iv) a Third Amended and Restated Investors’ Rights Agreement with Zippy and certain significant investors and stockholders of Zippy (collectively, the “Major Holders” and such agreement, the “Zippy Rights Agreement”); (v) a Third Amended and Restated Right of First Refusal and Co-Sale Agreement with Zippy and the Major Holders (the “Zippy ROFR Agreement”); and (vi) a Third Amended and Restated Voting Agreement with Zippy and the Major Holders (the “Zippy Voting Agreement”). Zippy, through its subsidiaries Zippy Loans, LLC, Zippy Insurance Services, LLC and Zippy Technology, LLC, provides mortgage loans, loan servicing, homeowner insurance services and related software services for manufactured home buyers.
Current report
Pursuant to the Zippy Purchase Agreement, Zippy sold us 2,905,064 shares of its Series B-3 Preferred Stock representing 13.492% of Zippy’s fully-diluted capitalization as of December 9, 2025 in consideration for (i) $5.0 million in cash; and (ii) 1,333,332 shares of our common stock (the “Zippy Shares”) with an agreed value of approximately $14.0 million, based on a price per share of $10.50 (the “Per-Share Price”).
Current report
The Zippy Shares are subject to lock-up restrictions, from which 25% of the Zippy Shares have been or will be released on each of the Registration Statement Effectiveness Date, and the 1-month (the “Second Lock-Up Release Date”), 2-month and 3-month anniversaries of the Registration Statement Effectiveness Date, provided that all Zippy Shares will be released from the lock-up on the earlier of (i) the 3-month anniversary of the Registration Statement Effectiveness Date, (ii) the date on which the Company’s common stock trades at or above two times the Per-Share Price on Nasdaq or (iii) upon a change of control of the Company.
Current report
With respect to any Zippy Shares continuously held by Zippy between the closing of the Zippy Purchase Agreement and June 30, 2026 (the “Retained Shares” and the “True-Up Determination Date”, respectively), Zippy will be entitled to receive a true-up payment in cash, equal to the difference, if any, between the value of the Retained Shares based on the Per-Share Price and the value of the Retained Shares based on the volume-weighted average price of the Company’s common stock for the 10 trading days prior to the True-Up Determination Date (the “Final Make Whole Amount”). Additionally, the Company will owe Zippy a true-up in cash equal to the positive difference, if any, between the aggregate gross proceeds received by Zippy from the sale of up to 476,191 Zippy Shares during the thirty day period following February 28, 2026 (the “Midpoint True-Up Window”), and the value of such shares based on the Per-Share Price, and if Zippy is unable to sell any or all Zippy Shares during the 30 days following the Second Lock-Up Release Date, we are required to repurchase such number of Zippy Shares that are eligible to be sold, out of the number eligible to be sold, for cash at the Per-Share Price.
Current report
Pursuant to the Zippy Stock Purchase Agreements, the Zippy Stockholders sold us 324,728 shares of Zippy common stock, representing an aggregate of 1.508% of Zippy’s fully-diluted capitalization as of December 9, 2025 in consideration for 202,268 shares of our common stock with an agreed value of $10.50 per share, which are subject to certain lock-up restrictions as described in greater detail in the Zippy Stock Purchase Agreements (the “Zippy Stockholder Shares” and together with the Zippy Shares, the “Zippy Registrable Securities”). As a result of the Zippy Purchase Agreement and the Zippy Stock Purchase Agreements (collectively, the “Zippy Purchase Agreements”), the Company held an aggregate of 15% of Zippy’s fully-diluted capitalization as of December 31, 2025.
Current report
In accordance with its obligations under the Zippy Registration Rights Agreement, the Company filed the December 2025 Registration Statement (defined below) covering, among other things, the resale of the Zippy Registrable Securities.
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Removed paragraphs (77)
Previous report
As of December 31, 2024, we had an accumulated deficit of $141,523,344 and a working capital deficit of $1,636,486, and for the year ended December 31, 2024, a net loss of $6,168,177 and cash used in operating activities of $1,480,567. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As we are not generating revenues, we need to raise a significant amount of capital in order to pay our debts and cover our operating costs. While the Company raised capital in July 2022, December 2022, April 2023, August 2023, November 2023, October 2024 and December 2024, there is no assurance that we will be able to raise additional needed capital or that such capital will be available under favorable terms.
Previous report
We are subject to all the substantial risks inherent in the development of a new business enterprise within an extremely competitive industry. Due to the absence of a long-standing operating history and the emerging nature of the markets in which we compete, we anticipate operating losses until we can successfully implement our business strategy, which includes all associated revenue streams. We may never ever achieve profitable operations or generate significant revenues.
Previous report
We currently have a minimum monthly cash requirement spend of approximately $252,000. We believe that in the aggregate, we will require significant additional capital funding to operationalize and commercially launch our Gaming Technology Platform, complete the disposition of our remaining biotechnology assets (either by sale or discontinuation), repay debt obligations, provide capital expenditures for additional equipment and development costs, payment obligations, office space and systems for managing the business, and cover other operating costs until our planned revenue streams from products are fully-implemented and begin to offset our operating costs, if ever.
Previous report
Since our inception, we have funded our operations with the proceeds from equity and debt financing. We have experienced liquidity issues due to, among other reasons, our limited ability to raise adequate capital on acceptable terms. We have historically relied upon the issuance of equity and promissory notes that are convertible into shares of our common stock to fund our operations and have devoted significant efforts to reduce that exposure. We anticipate that we will need to issue equity to fund our operations and repay our outstanding debt for the foreseeable future. If we are unable to achieve operational profitability, or we are not successful in securing other forms of financing, we will have to evaluate alternative actions to reduce our operating expenses and conserve cash. Our current cash balance is only expected to be sufficient to fund our planned business operations through approximately December 2025. If additional capital is not available, we may not be able to pursue our planned business operations, may be forced to change our planned business operations, or may take other actions that could adversely impact our stockholders, including seeking bankruptcy protection.
Previous report
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The consolidated financial statements included in this Report also include a going concern footnote.
Previous report
Additionally, wherever possible, our Board of Directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock, preferred stock or warrants to purchase shares of our common stock. Our Board of Directors has authority, without action or vote of the shareholders, but subject to Nasdaq rules and regulations (which generally require shareholder approval for any transactions which would result in the issuance of more than 20% of our then outstanding shares of common stock or voting rights representing over 20% of our then outstanding shares of stock), to issue all or part of the authorized but unissued shares of common stock, preferred stock or warrants to purchase such shares of common stock. In addition, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market in the future. These actions will result in dilution of the ownership interests of existing shareholders, may further dilute the common stock book value, and that dilution may be material. Such issuances may also serve to enhance existing management’s ability to maintain control of us, because the shares may be issued to parties or entities committed to supporting existing management.
Previous report
Organization of MD&A
Previous report
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) is provided in addition to the accompanying consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MD&A is organized as follows:
Previous report
Significant Financial Statement Components
Previous report
Research and Development
Previous report
To date, 180’s research and development expenses have related primarily to discovery efforts and preclinical and clinical development of its three product platforms: (1) fibrosis and anti-TNF, (2) drugs which are derivatives of CBD, and (3) α7nAChR (which has been transferred back to Stanford University). Research and development expenses consist primarily of costs associated with those three product platforms, which include:
Previous report
We expense all research and development costs in the periods in which they are incurred. We accrue for costs incurred as services are provided by monitoring the status of each project and the invoices received from our external service providers. We adjust our accrual as actual costs become known. When contingent milestone payments are owed to third parties under research and development arrangements or license agreements, the milestone payment obligations are expensed when the milestone results are achieved.
Previous report
Research and development activities are important for both our legacy biotechnology assets as well as our new focus on iGaming. For our legacy biotech assets, expenditures are limited to those which are deemed necessary to preserve the value of this legacy intellectual property. This includes, in the case of the SCA asset, having funded a pharmo-kinetic study, while the ATNF IP has been in care and maintenance mode. The costs for ongoing work, if any, on the biotechnology IP are expected to be circa $150,000; management has not yet determined that these additional expenses will be required prior to monetization of this asset. In respect of our new focus on iGaming, the research and development costs relate to evaluation of content for our proposed iGaming operation (populating our front-end), potential development costs associated with the Gaming Technology software acquired, and potential development costs associated with a front-end, when acquired.
Previous report
The duration, costs and timing of the iGaming related research and development will depend on a variety of factors, including, but not limited to, the following:
Previous report
We will determine which development objectives to pursue and fund in response to the commercial potential of both our proposed online casino, as well as general industry dynamics.
Previous report
Because the iGaming industry is rapidly evolving, particularly with respect to technological and regulatory change, we cannot estimate the actual amounts necessary to successfully complete the development and commercialization of various products or whether, or when, we may achieve profitability.
Previous report
General and administrative expenses consist primarily of salaries and other staff-related costs, including stock-based compensation for shares of common stock issued and options granted to founders, directors, and personnel in executive, commercial, finance, accounting, legal, investor relations, facilities, business development, and human resources functions that include vesting conditions.
Previous report
Other significant general and administrative costs include costs relating to facilities and overhead costs, legal fees relating to corporate and patent matters, litigation, SEC filings, insurance, investor relations costs, fees for accounting and consulting services, and other general and administrative costs. General and administrative costs are expensed as incurred, and we accrue amounts for services provided by third parties related to the above expenses by monitoring the status of services provided and receiving estimates from our service providers and adjusting our accruals as actual costs become known.
Previous report
It is expected that the general and administrative expenses will increase over the next several years to support our continued research and development activities related to the iGaming business (as described above), the launch of commercial iGaming operations and the increased costs of operating as a public company. These increases are anticipated to include increased costs related to the hiring of additional personnel, developing commercial infrastructure, fees to outside consultants, lawyers and accountants, and increased costs associated with being a public company, as well as expenses related to services associated with maintaining compliance with Nasdaq listing rules and SEC requirements, insurance and investor relations costs.
Previous report
Interest Expense
Previous report
Interest expense consists primarily of interest expense related to debt instruments.
Previous report
Loss on Goodwill Impairment
Previous report
Loss on goodwill impairment represents an excess of the carrying value of the asset over its estimated fair market value during the reporting period which is not recoverable.
Previous report
Loss on IP R&D assets impairment
Previous report
Loss on IP R&D assets impairment represents an excess of the carrying value of the assets over its estimated fair market value during the reporting period which is not recoverable.
Previous report
Change in Fair Value of IR R&D assets
Previous report
Change in fair value of IP R&D assets represents the non-cash change in fair value of the assets during the reporting period.
Previous report
Change in Fair Value of Derivative Liabilities
Previous report
Change in fair value of derivative liabilities represents the non-cash change in fair value of derivative liabilities during the reporting period. Gains resulting from change in fair value of derivative liabilities during the years ended December 31, 2024 and 2023, were driven by decreases in stock price during the period, resulting in a lower fair value of the underlying liability.
Previous report
Gain on Issuance of Common Stock for Services
Previous report
The gain on issuance of common stock for services represents the excess of the price per share paid for services rendered over the fair market value of the shares on the date they were issued.
Previous report
Consolidated Results of Operations
Previous report
Research and Development
Previous report
During the year ended December 31, 2024, we incurred research and development expenses of $1,401,435, compared to $2,303,751 incurred for the year ended December 31, 2023, representing a decrease of $902,316 or 39%. The change is attributable to a decrease in research and development expense includes a) an overall decrease in research and development (R&D) program spending based on Company resource allocation and b) a reduction in stock-based compensation of approximately $298,000.
Previous report
Research and Development – Related Parties
Previous report
During the year ended December 31, 2024, we incurred research and development expenses – related parties of $567,832, compared to $480,777 incurred for the year ended December 31, 2023, representing an increase of $87,055 or 18%. The change is mainly attributable to an overall increase in R&D program spending based on Company resource allocation.
Previous report
During the year ended December 31, 2024, we incurred general and administrative expenses of $4,355,462, compared to $10,646,417 incurred for the year ended December 31, 2023, representing a decrease of $6,290,955 or 59%. The change resulted from reduced legal fees of approximately $1.2 million from lower activity related to ongoing litigation in the current period, reduced professional fees of approximately $2.3 million, from lower consulting and accounting fees, and reduced salaries expense of approximately $528,000 from a reduction in headcount and a reduction in stock-based compensation expense of approximately $1.7 million. The decline in stock-based compensation is primarily due to previous awards being fully vested in 2023 and no significant new grants during 2024.
Previous report
General and Administrative – Related Parties
Previous report
During the year ended December 31, 2024, we incurred general and administrative expenses – related parties of $0 compared to $46,555 incurred for the year ended December 31, 2023, representing a decrease of $46,555, or 100%. The decrease is related to a decrease in related party consulting expenses of $46,555.
Previous report
Other Expenses, Net
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Reworded paragraphs (6)
Previous wording
The following discussion and analysis of the results of operations and financial condition of 180 Life Sciences Corp. as of and for the years ended December 31, 2024 and 2023 should be read in conjunction with our consolidated financial statements and the notes to those consolidated financial statements that are included elsewhere in this Annual Report. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains statements that are forward-looking. See “Cautionary Statement Regarding Forward-Looking Information” above. Actual results could differ materially because of the factors discussed in “Risk Factors” elsewhere in this Annual Report, and other factors that we may not know.
Current wording
The following discussion and analysis of the results of operations and financial condition of Forum Markets, Incorporated (the “Company,” “we,” “us,” or “our”) as of and for the years ended December 31, 2025 and 2024 should be read in conjunction with our consolidated financial statements and the notes to those consolidated financial statements that are included elsewhere in this Report. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains statements that are forward-looking. See “Cautionary Statement Regarding Forward-Looking Information” above. Actual results could differ materially because of the factors discussed in “Item 1. Risk Factors” of this Report, and other factors that we may not know.
Previous wording
During the year ended December 31, 2024, we incurred other income, net of $139,472, compared to other expenses, net of $8,807,026 for the year ended December 31, 2023, representing a decrease in other expenses of $8,667,554 or 98%. The decrease is primarily attributable to an impairment to IP R&D assets in the prior year of approximately $9.1 million (see “Note 3 – Summary of Significant Accounting Policies— Intangible Assets and In-Process Research and Development (“IP R&D”)” compared to a loss on impairment of patents and technology of $1.5 million, in the notes to consolidated financial statements included at the end of this Report, for further information), $1,712,804 in proceeds received from AmTrust our pre-Merger officer and director insurance carrier (see “Note 10 – Commitments and Contingencies—Legal Matters”, in the notes to consolidated financial statements included at the end of this Report, for further information), a gain on settlement of liabilities with a lender of $156,928, and a gain of $1,039,364 from settlements with certain R&D contractors (see “Note 10 – Commitments and Contingencies—Legal Matters”, in the notes to consolidated financial statements included at the end of this Report, for further information).
Current wording
Gain (Loss) on Settlement of Liabilities
Previous wording
For the Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023
Current wording
Deemed dividend was $0 for the year ended December 31, 2025, compared to $8.0 million for the year ended December 31, 2024. The prior-year amount related to an October 2024 warrant inducement associated with the Company’s legacy pharmaceutical business, with no comparable activity in 2025.
Previous wording
As of December 31, 2024 and 2023, we had cash balances of $4,585,141 and $1,975,799, respectively, and a working capital deficit of $1,636,486 and $1,422,710, respectively.
Current wording
As of December 31, 2025 and 2024, we had cash balances of $8.0 million and $4.6 million, respectively, and a working capital deficit of $52.8 million and $1.6 million, respectively.
Previous wording
For the years ended December 31, 2024 and 2023, cash used in operating activities was $1,480,567 and $10,922,223, respectively. Our cash used in operations for the year ended December 31, 2024 was primarily attributable to our net loss of $6,168,177, adjusted for non-cash expenses in the aggregate amount of $2,955,016, as well as $1,732,594 of net cash used in changes in the levels of operating assets and liabilities. Our cash used in operations for the year ended December 31, 2023 was primarily attributable to our net loss of $19,935,112, adjusted for non-cash expenses in the aggregate amount of $9,026,993, as well as $14,104 of net cash used in changes in the levels of operating assets and liabilities. A significant portion of the non-cash expenses during the year relates to $9.1 million of non-recurring expenses associated with the impairment of IP R&D assets (see “Note 5 – Intangible Assets and Impairment of Long-lived Assets*”*, in the notes to consolidated financial statements included at the end of this Report, for more information).
Current wording
For the year ended December 31, 2025, cash provided by operating activities from continuing operations totaled $25.3 million compared to cash used in operating activities from continuing operations of $1.1 million for the year ended December 31, 2024. Cash used in operating activities was $26.1 million and cash used in operating activities was $1.2 million for the years ended December 31, 2025 and 2024, respectively. Our cash used in operations for the year ended December 31, 2025 was primarily attributable to our net loss from continuing operations of $443.5 million, adjusted for non-cash expenses in the aggregate amount of $419.7 million (mainly due to $213.4 million of stock based compensation, $21.1 million for the change in fair value of cryptocurrency and $104.0 million for non-cash settlement expense), as well as $1.5 million of net cash used to fund changes in the levels of operating assets and liabilities. Our cash provided by operations for the year ended December 31, 2024 was primarily attributable to our net loss from continuing operation of $2.6 million, adjusted for non-cash expenses in the aggregate amount of $0.2 million as well as $1.2 million of net cash used to fund changes in the levels of operating assets and liabilities.
Previous wording
SeeNote 3 – Summary of Significant Accounting Policies of our consolidated financial statements included within this Annual Report for a summary of recently issued and adopted accounting pronouncements.
Current wording
See Note 3 –Summary of Significant Accounting Policies—Recently Issued Accounting Pronouncements of our Consolidated Financial Statements included in this Report for a discussion about new accounting pronouncements issued and adopted as of the date of this Report.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.