FORUM MARKETS Inc

FORUM MARKETS INC. ,FORMERLY ETHZilla CORPORATION

Notes to Consolidated Financial Statements

NOTE 1 - BUSINESS ORGANIZATION AND NATURE OF OPERATIONS

Forum Markets, Inc. (formerly ETHZilla CORPORATION) (“Forum,” “Forum Markets” or together with its subsidiaries, the “Company”), was a blank check company organized under the laws of the State of Delaware on September 7, 2016. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination withone or more businesses.

On February 24, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to change the Company’s name from “ETHZilla Corporation” to “Forum Markets, Incorporated”. The Certificate of Amendment became effective at 12:01 a.m. Eastern Standard Time on February 25, 2026, and the only change to the Company’s prior Charter was to change the Company’s name.

Forum Markets is a technology company in the DeFi industry seeking to connect financial institutions, businesses and organizations worldwide by enabling secure, accessible blockchain transactions through Ethereum network protocol implementations. In August 2025, the Company adopted an Ethereum-focused treasury management strategy and has since continued a strategic shift towards implementation of its business plans designed to generate recurring revenues through various DeFi protocols that improve Ethereum network integrity and security. Through the Company’s proprietary protocol implementations, Forum facilitates DeFi transactions and asset digitization across multiple Layer 2 Ethereum networks. The Company also offers tokenization solutions, DeFi protocol integration, blockchain analytics, traditional-to-digital asset conversion gateways and other DeFi services.

ETHZilla CORPORATION, formerly 180 Life Sciences Corp., formerly known as KBL Merger Corp. IV (“180LS”, or together with its subsidiaries, the “Company”), was a blank check company organized under the laws of the State of Delaware on September 7, 2016. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses.

180 Life Corp. (“180”, f/k/a 180 Life Sciences Corp. and CannBioRx Life Sciences Corp.) is a wholly-owned subsidiary of the Company and was incorporated in the State of Delaware on January 28, 2019. The Company is located in the United States (“U.S.”) and was a medical pharmaceutical company focused upon unmet medical needs in the areas of inflammatory diseases, fibrosis, and chronic pain by employing innovative research and, where appropriate, combination therapies, through 180’s three wholly-owned subsidiaries, 180 Therapeutics L.P. (“180 LP”), CannBioRex Pharmaceuticals Corp. (“CBR Pharma”), and Katexco Pharmaceuticals Corp. (“Katexco”). 180 LP, CBR Pharma and Katexco are together, the “180 Subsidiaries.” Katexco was incorporated on March 7, 2018 and CBR Pharma was incorporated on March 8, 2018, under the provisions of the British Corporation Act of British Columbia. 180 LP was formed as a limited partnership on September 6, 2013, in Delaware. Additionally, 180’s wholly-owned subsidiaries Katexco Callco, ULC, Katexco Purchaseco, ULC, CannBioRex Callco, ULC, and CannBioRex Purchaseco, ULC were formed in the Canadian Province of British Columbia on May 31, 2019 to facilitate the acquisition of Katexco, CBR Pharma and 180 LP. On July 1, 2021, the assets and liabilities of the Canadian companies (Katexco and CBR Pharma) were transferred to their respective subsidiaries, which are Katexco Pharmaceuticals Corp. (“Katexco U.S.”) and CannBioRex Pharma Limited (“CBR Pharma U.K.”). In November, 2025, the Company formed ETHZilla Aerospace, LLC, a Nevada limited liability company.

Historically, the Company had been a clinical stage biotechnology company focused on the development of therapeutics for unmet medical needs in chronic pain, inflammation, fibrosis, and other inflammatory diseases,

On September 29, 2024, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Elray Resources, Inc. (“Elray”). Pursuant to the Purchase Agreement, Elray agreed to sell the Company certain source code and intellectual property relating to a “back-end technology platform” (the “Gaming Technology Platform”) which is a key component of creating an online blockchain casino (the “Purchased Assets”). Elray agreed to provide support and assistance to the Company in connection with the building and launching of a fully operational casino utilizing the Purchased Assets.

At the time of the closing of the Purchase Agreement, the Company planned to use this technology platform to establish a blockchain-based business aimed at the global iGaming market. However, during the three months ended September 30, 2025, the Company made a strategic shift in its operations and determined it would no longer pursue the commercialization of its “back-end” gaming platform, which incorporates blockchain technology and cryptocurrency operability, which we acquired in September 2024 (the “Gaming Technology Platform”), and its pharmaceutical research business. As a result, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 205, the assets and operations relating to the Gaming Technology Platform and the pharmaceutical research business are reflected on the December 31, 2025 and 2024 Consolidated Balance Sheets as “assets or liabilities of discontinued operations” and the results of operations are reflected in the Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2025 and 2024 as “Net loss from discontinued operations”.

In November 2024, the biotechnology related to α7 nicotinic acetylcholine receptor (“α7nAChR”), a research-stage receptor target associated with the Company’s historical pharmaceutical research activities, was returned to Stanford University as part of the Company’s ongoing evaluation of such activities.

In August 2025, the Company made a strategic shift in its operations and determined that it would no longer pursue the commercialization of the gaming technology platform acquired in September 2024 or continue its pharmaceutical research activities. As a result of this decision, the Company ceased all activities related to the Gaming Technology Platform and its pharmaceutical research operations. Management concluded that the exit from these activities represents a strategic shift that has, or will have, a major effect on the Company’s operations and financial results. Accordingly, the results of the Gaming Technology Platform and pharmaceutical research operations have been classified as discontinued operations for all periods presented. The Company did not retain any significant continuing involvement with these discontinued operations following the strategic shift.

The Company’s continuing operations consist primarily of digital asset–related activities in the decentralized finance (“DeFi”) industry, including the holding and staking of Ethereum (“ETH”) as part of an Ethereum focused treasury strategy. Beginning in late 2025 and continuing into 2026, the Company is focusing its operations on the development of a blockchain based platform focused on the acquisition, structuring, and tokenization of real world, income producing assets (“RWAs”). As part of this strategic expansion, the Company seeks to acquire cashflow generating assets, including aerospace equipment, auto loans, manufactured home loans, and commercial real estate and land, which the Company intends to structure into regulated, tokenized financial products. In connection with its tokenization strategy, the Company has entered into strategic relationships and investments that leverage blockchain based infrastructure, primarily on Ethereum compatible networks, to support the sourcing, structuring, and distribution of tokenized RWAs.

NOTE 2 - GOING CONCERN AND MANAGEMENT’S PLANS

In prior interim periods during 2025, management identified conditions and events that raised substantial doubt about the Company’s ability to continue as a going concern withinone year after the date that the interim financial statements were issued.

During the year ended December 31, 2025, the Company completed significant equity and debt financing transactions, which materially improved the Company’s liquidity position and extended the maturity profile of its obligations. These transactions are further described in Note 9 –Debtand Note 16 –Stockholders’ (Deficit) Equity.

Based on the proceeds from these financings, the Company’s current cash resources, and management’s operating plans, management has concluded that the Company has sufficient liquidity to meet its obligations as they become due for at least twelve months from the issuance date of these Consolidated Financial Statements. Accordingly, management determined that substantial doubt about the Company’s ability to continue as a going concern has been alleviated and no longer exists as of December 31, 2025.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The Consolidated Financial Statements include the accounts of the Company and entities in which the Company has a controlling financial interest. They have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company reports financial results in U.S. dollars.

The Company consolidates entities in which it holds a controlling financial interest in accordance with ASC 810,Consolidation (“ASC 810”). As of December 31, 2025, the Company conducts its continuing operations directly through the parent entity. All intercompany transactions and balances have been eliminated in consolidation.** **

Use of Estimates

The preparation of accompanying financial statements, in conformity with U.S. GAAP, requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the financial statements. The Company’s significant estimates and assumptions used in these Consolidated Financial Statements include, but are not limited to, the fair value of financial instruments (including staking receivables and convertible debt), the valuation of the Company’s digital assets, warrants, options, and embedded derivatives. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and may cause actual results to differ from those estimates.

Foreign Currency Translation

The Company’s reporting currency is the United States dollar. Historically, the functional currency of certain discontinued foreign subsidiaries was the British Pound (“GBP”). Equity accounts are translated at historical exchange rates, and resulting translation adjustments are recognized in stockholders’ equity as a component of accumulated other comprehensive income (“AOCI”).

Comprehensive income is defined as the change in equity of an entity from all sources other than investments by owners or distributions to owners and includes foreign currency translation adjustments as described above.

Foreign currency gains and losses resulting from transactions denominated in foreign currencies are included in the Company’s results of operations. Such amounts have been classified within “General and administrative expenses” in the accompanying Consolidated Statements of Operations and Comprehensive Loss.

Cash, Cash Equivalents and Restricted Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents, including certificates of deposits and United States Treasury securities. As of December 31, 2025 and December 31, 2024, cash and cash equivalents totaled $8.0 million and $4.6 million, respectively. Restricted cash equivalents of $1.0 million included cash equivalents pledged as collateral against the Company’s convertible debt. These amounts are held in controlled accounts related to the convertible debt, and were released to the Company in January 2026.

Concentrations of Credit Risk

The Company is subject to concentration of credit risk arising from its cash, cash equivalents, digital assets, and counterparties, including financial institutions, custodians, digital asset networks and protocols associated with ETH, liquid staking tokens (“LST”), and liquid staking incentive tokens. The Company maintains cash balances with financial institutions that, at times, may exceed federally insured limits. The Company manages this risk by placing its cash with high-credit-quality institutions.

The Company holds significant balances of digital assets, including ETH, with third-party custodians. The Company’s risk is mitigated by using reputable, regulated custodians and by monitoring their financial health and operational controls. However, the failure of any custodian could result in a loss of some or all digital assets held.

In addition, the Company participates in liquid staking arrangements, whereby ETH is deposited into third-party protocols in exchange for liquid staking tokens. These protocols may not be subject to the same regulatory oversight as traditional financial institutions, and the Company is exposed to risks including, but not limited to:

The Company regularly evaluates the creditworthiness and security practices of its custodians and protocol operators and may diversify holdings across multiple platforms to mitigate concentration risk. The Company also monitors regulatory developments that may affect the safety and recoverability of its digital assets.

In the event of counterparty failure, custodian insolvency, or protocol exploit, the Company could lose some or all of the carrying value of the associated cash and digital assets. As of December 31, 2025, the Company’s maximum exposure to loss related to these concentrations, assuming complete nonperformance by counterparties and no recovery of collateral, consists primarily of (i) cash and cash equivalents, including restricted cash equivalents, with a carrying value of approximately $7.5 million, (ii) digital assets held with third-party custodians with a carrying value of approximately $61.6 million, and (iii) staking receivables and related digital asset positions associated with liquid staking protocols with a carrying value of approximately $181.0 million.

The Company has not recognized an allowance for credit losses related to these balances as of December 31, 2025.

Intangible Assets

The Company accounts for intangible assets in accordance with ASC 350,Intangibles — Goodwill and Other(“ASC 350”). Intangible assets are initially recorded at cost and are amortized on a straight-line basis over their estimated useful lives, which are based on the expected period over which the assets are expected to contribute to future cash flows.

Historically, the Company’s intangible assets consisted of licensed patents, technology licenses associated with its former pharmaceutical research operations, and a gaming technology platform acquired in 2024. These intangible assets were amortized over their respective estimated useful lives and evaluated for impairment whenever events or changes in circumstances indicated that the carrying amount of the assets may not be recoverable.

All intangible assets are associated with operations that have been discontinued and are therefore classified as discontinued operations in accordance with ASC 205. As a result, no intangible assets are included in continuing operations as of December 31, 2025. See Note 18 –Discontinued Operations.

Investments

The Company’s investments consist of marketable securities, held-to-maturity debt securities, and non-marketable equity securities.

Marketable Securities

The Company invests in marketable securities, which include (i) available-for-sale (“AFS”) debt securities accounted for under ASC 320,Investments – Debt Securities (“ASC 320”), and (ii) equity securities with readily determinable fair values accounted for under ASC 321,Investments – Equity Securities (“ASC 321”). Marketable securities are presented within “Marketable securities” on the Consolidated Balance Sheets.

Available-for-Sale Debt Securities

AFS debt securities are carried at fair value, with unrealized gains and losses excluded from earnings and recorded in AOCI, unless related to credit losses.

The Company measures expected credit losses on AFS debt securities in accordance with ASC 326,Financial Instruments—Credit Losses(“ASC 326”), through an allowance for credit losses, with changes in the allowance recognized in earnings. Any portion of unrealized loss not attributable to credit continues to be recognized in AOCI.

At each reporting date, the Company evaluates AFS debt securities for:

If either intent or requirement to sell is present, the security’s amortized cost basis is written down to fair value through earnings. For all periods presented, no allowance for credit losses was recorded.

Unrealized gains and losses are recorded in accumulated other comprehensive income (“AOCI”), as reflected in the Consolidated Statements of Operations and Comprehensive Loss.

Equity Securities (Marketable)

Equity securities with readily determinable fair values, including investments in publicly traded real estate investment trusts (“REITs”), are accounted for in accordance with ASC 321 and measured at fair value, with changes in fair value recognized in earnings.

Non-Marketable Investments

Held to Maturity Debt Securities

The Company classifies certain marketable debt securities as HTM in accordance with ASC 320. HTM debt securities are carried at amortized cost, net of any allowance for credit losses recognized under ASC 326, and are included within “Non-marketable securities” on the Consolidated Balance Sheets.

At each reporting date, the Company evaluates HTM debt securities to:

For all periods presented, no allowance for credit losses was recorded.

Although the Company discloses the fair value of HTM debt securities as required by ASC 320, such fair values are for disclosure purposes only. Changes in fair value are not recognized in the Consolidated Balance Sheets, Statements of Operations, or AOCI, and HTM debt securities continue to be carried at amortized cost unless a credit loss is recognized.

Equity Securities (Non-Marketable)

The Company holds equity investments in two privately held companies, Zippy and Satschel, in which it does not have a controlling financial interest and does not exercise significant influence. These investments are accounted for in accordance with ASC 321.

The Company holds an additional equity investment in Karus, a private company in which the Company does not have a controlling interest but does exercise significant influence. As such, the Company will account for this investment under the equity method of accounting in accordance with ASC 323 for the common shares purchased. The Company additionally purchased preferred shares of Karus, which were determined not to be in-substance common stock, and as such are not eligible for the equity method of accounting under ASC 323. These preferred shares acquired will instead be accounted for as an equity security in accordance with ASC 321.

Management has determined that the Company’s investments in Zippy and Satschel, as well as its preferred equity interests in Karus do not have readily determinable fair values. Accordingly, the Company has elected to apply the measurement alternative under ASC 321. Under this approach, the investments are initially recorded at cost and subsequently measured using the measurement alternative, under which the investments are carried at cost, less any impairment, and adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer.

The Company performs a qualitative assessment each reporting period to evaluate whether impairment indicators exist. If an impairment is identified, the investment is written down to fair value with the impairment recognized in earnings.

Equity investments are included within “Non-marketable securities” on the Consolidated Balance Sheets and are measured at cost, less impairment, and adjusted for observable price changes, if any, with resulting gains and losses recognized in “Income (loss) of unconsolidated investees” in the Consolidated Statements of Operations and Comprehensive Loss.

Equity Method Investments

The Company accounts for investments in entities over which it exercises significant influence, but does not have a controlling financial interest, under the equity method of accounting in accordance with ASC 323,Investments – Equity Method and Joint Ventures (“ASC 323”).

Under the equity method, investments are initially recorded at cost and subsequently adjusted to recognize the Company’s proportionate share of the investee’s net earnings or losses, which are recorded in “ Income (loss) of unconsolidated investees” in the Consolidated Statements of Operations and Comprehensive Loss. Distributions received from the investee are recorded as reductions of the carrying amount of the investment. During the year ended December 31, 2025, the Company did not recognize any income or loss from unconsolidated investees.

The Company evaluates equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable. If such indicators exist, the Company estimates the fair value of the investment, and any excess of the carrying amount over fair value is recognized as an impairment loss in earnings.

The Company’s investment in Karus’ common stock is accounted for under the equity method based on the Company’s ability to exercise significant influence over operating and financial policies.

Digital Assets

The Company’s digital assets include Ether, the native cryptocurrency of the Ethereum blockchain, liquid staking tokens (“LST”), and liquid staking incentive tokens.

Crypto assets within the scope of ASC 350-60, Intangibles—Goodwill and Other—Crypto Assets (“ASC 350-60”)

ETH and liquid staking incentive tokens have been determined to fall within the scope of ASC 350-60. The company reflects crypto assets held at fair value on the Consolidated Balance Sheets within the “Digital Assets” line item. Changes in the fair value of crypto assets are recognized in income, reflected within the “Digital asset gains and losses” within the Consolidated Statement of Operations and Comprehensive Loss.

In determining the fair value of digital assets in accordance with ASC 820,Fair Value Measurement (“ASC 820”), the Company utilizes Coinbase as the principal market. The Company uses a first-in, first-out methodology to assign costs to digital assets.

Non-monetary receivable with an embedded derivative within the scope of ASC 310, Receivables (“ASC 310”) and ASC 815-15, Derivatives and Hedging – Embedded Derivatives (“ASC 815-15”)

The Company’s LST, comprised of weETH and pufETH, has been determined to fall within the scope of ASC 310 and ASC 815-15 and is accounted for as a non-monetary receivable with an embedded derivative. The host contract represents the holder’s right to receive ETH denominated in USD and is carried at cost.

The embedded derivative component is measured at fair value at each reporting date, using observable prices in the principal market in accordance with ASC 815-15 and ASC 820. Where quoted prices are directly available in active markets, the embedded derivatives are classified as Level 1 within the fair value hierarchy; if observable market prices are not available, management utilizes other relevant inputs and valuation techniques, which may result in Level 2 or Level 3 classification.

Upon redemption of liquid staking tokens for ETH, the Company derecognizes both the receivable and the embedded derivative, recognizing ETH at fair value. Any difference between the carrying amount and the fair value of ETH received is recognized as a gain or loss.

Management has exercised judgment in determining the principal market, fair value hierarchy, and bifurcation of embedded derivatives. There is diversity in industry practice regarding the measurement and recognition of liquid staking tokens and related rewards. The Company continually evaluates the principal market and the reliability of inputs to ensure that fair value measurements reflect current market conditions.

ETH Staking

Beginning in August 2025, the Company used the proceeds from its capital raising activities to acquire and deploy ETH in staking activities, which can include native staking, liquid staking and restaking. The Company has entered into separate contractual agreements with various third-party entities to facilitate its ETH staking activities. The Company commenced both native staking in August of 2025 and commenced liquid staking in September 2025. The Company does not expect staking to be a primary yield generation strategy going forward.

Native Staking

The Company utilized one third-party asset manager to manage and stake ETH on its behalf as of December 31, 2025. Under these arrangements, the Company’s ETH is held by a qualified custodian and staked in the Ethereum protocol through a third-party validator operator (e.g., Coinbase). The validator operator manages the staking process and delegates the Company’s ETH to network validators. When selected by the Ethereum network, these validators earn staking rewards and transaction fees proportional to the amount of stake delegated.

ETH used in native staking is retained on the Company’s balance sheet as a crypto asset measured at fair value in accordance with ASC 350-60. The Company does not derecognize ETH when participating in native staking because it retains the ability to direct the use of the asset and obtain substantially all benefits.

The validator operator (e.g., Coinbase) is considered the customer, as it receives the Company’s staking capacity (the performance obligation) and, in exchange, provides staking rewards. The contract duration for native staking is typically determined by the daily reward cycle, consistent with the period in which enforceable rights and obligations exist under the Company’s agreements with validator operators. The Company has determined that a new contract is effectively renewed each day, such that contract inception changes daily. Revenue from native staking is recognized over time because the customer simultaneously receives and consumes the benefit of the Company’s performance throughout the daily reward cycle.

Revenue from native staking is recognized at the end of each daily period, when the Company’s right to staking rewards becomes determinable (i.e., when the constraint is lifted). The amount of revenue recognized is measured at the fair value of rewards at contract inception for that day, net of validator commissions, in accordance with ASC 606,Revenue from Contracts with Customers(“ASC 606”) and ASC 820. Rewards represent noncash consideration and are measured using quoted prices in the principal market at contract inception. Subsequent changes in the fair value of ETH after initial recognition are recorded as unrealized gains or losses.

Because the Company is not the principal to the block validation service, but rather provides staking capacity to third parties, it does not control the full output of the reward-generating activity and instead receives net staking rewards after validator commissions are deducted. Staking revenue is presented on a net basis, reflecting only the portion of protocol rewards to which the Company is entitled. Asset manager fees are presented as separate operating expenses.

Liquid Staking

The Company participates in liquid staking arrangements, whereby ETH is deposited into third-party protocols (such as ether.fi or Puffer) in exchange for liquid staking tokens (e.g., weETH, pufETH). These tokens represent the right to redeem underlying ETH and accrued rewards, and may be transferred, traded, or used in other decentralized finance (DeFi) transactions, providing ongoing liquidity and access to additional yield opportunities. In certain arrangements, liquid staking tokens may also be restaked into additional protocols to earn incremental rewards.

Upon deposit, the Company derecognizes the ETH and recognizes a non-financial receivable with an embedded derivative, reflecting the right to receive ETH and protocol rewards. The host contract is measured at cost (the value of ETH deposited), while the embedded derivative is bifurcated and measured at fair value through earnings, reflecting exposure to ETH price and protocol yield variability, in accordance with ASC 310 and ASC 815-15. Subsequent changes in the fair value of liquid staking tokens and embedded derivatives after initial recognition are not included in revenue but are recognized separately in earnings as unrealized gains or losses. Gains or losses realized upon redemption or sale of liquid staking tokens are recognized in accordance with ASC 610-20,Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”).

The protocol or platform (e.g., ether.fi or Puffer) to which the Company delegates its ETH is considered the customer, as it receives the Company’s staking capacity (the performance obligation) and, in exchange, provides staking rewards and incentive tokens (based on hitting certain ETH deposit thresholds). The contract duration for liquid staking is based on the ability of either party to terminate with 30 days’ notice; for accounting purposes, a new contract is considered to begin each day, reflecting the daily renewal of enforceable rights and obligations. Revenue from liquid staking is recognized over time because the customer simultaneously receives and consumes the benefit of the Company’s performance throughout the duration of the contract.

Revenue from liquid staking is recognized at the end of each daily period, when the Company’s right to staking rewards and incentive tokens (e.g., PUFFER, ETHFI) becomes determinable (i.e., when the constraint is lifted). The amount of revenue recognized is measured at the fair value of rewards and incentive tokens at contract inception for that day, net of validator commissions, in accordance with ASC 606 and ASC 820. Rewards represent noncash consideration and are measured using quoted prices in the principal market at contract inception. Fair value for liquid staking tokens is determined based on the underlying ETH and accrued rewards to which the Company is entitled, rather than the quoted token price, because the redemption ratio between ETH and liquid staking tokens (e.g., weETH, pufETH) fluctuates over time as rewards accrue and protocol fees apply.

Because the Company is not the principal to the block validation service, but rather provides staking capacity to third parties, it does not control the full output of the reward-generating activity and instead receives net staking rewards after validator commissions are deducted. Asset manager or protocol fees are presented as separate operating expenses.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606. To determine revenue recognition for contracts with customers, the Company performs the following five steps:

The Company recognizes revenue when it transfers its goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange.

Native Staking Revenue

The validator operator (e.g., Coinbase) is considered the customer, as it receives the Company’s staking capacity, which represents the Company’s performance obligation. The Company acts as an agent in native staking transactions by delegating ETH to third-party validator operators that perform the technical validation responsibilities.

The contract duration for native staking is defined by the daily reward cycle under the Company’s agreements. Native staking rewards are recognized as revenue over time, with revenue measured and recognized at the end of daily period when the Company’s proportional share of rewards is determinable. Variable consideration associated with staking rewards is constrained until the end of each daily reward cycle, at which point the Company concludes it is probable that a significant reversal of cumulative revenue recognized will not occur.

The fair value of staking rewards, which are received as noncash consideration, is measured using quoted prices from the principal market at contract inception of each daily period, in accordance with ASC 606 and ASC 820. Subsequent changes in the fair value of ETH after initial recognition are recorded as unrealized gains or losses. The amount of revenue recognized is presented net of validator or other protocol fees.

Due to the short-term, cancellable nature of staking arrangements and the daily settlement of rewards, the Company has concluded that no significant financing component exists under ASC 606.

Management’s determination that staking performance obligations are satisfied over time and that revenue should be recognized on a daily basis represents a significant judgment based on the continuous transfer of staking capacity and the daily resolution of variable consideration.

Liquid Staking Revenue

The protocol or platform (e.g., ether.fi or Puffer) is considered the customer, as it receives the Company’s staking capacity which represents the Company’s performance obligation The Company acts as an agent in liquid staking transactions, delegating ETH to third-party protocols or platforms that perform the technical validation responsibilities.

The contract duration for liquid staking is based on the ability of either party to terminate the contract with 30 days’ notice without cause. The Company has determined that a new 30-day contract is effectively renewed each day, such that contract inception changes daily. Revenue from staking rewards and incentive tokens is recognized over time, with revenue measured and recognized at the end of each day when the Company’s proportional share of rewards is determinable, measured at fair value at contract inception for that day, net of validator commissions.

Fair value is based on the underlying ETH and accrued rewards, not the market price of the liquid staking tokens. The ratio between ETH and liquid staking tokens changes over time as rewards accrue and protocol economics adjust; this variability does not affect the timing of revenue recognition but is considered in determining fair value at contract inception. Rewards represent noncash consideration and are measured using quoted prices in the principal market at contract inception.

Due to the short-term and cancellable nature of liquid staking arrangements and the daily determination of rewards, the Company has concluded that no significant financing component exists under ASC 606.

Management’s conclusions regarding customer identification, agent presentation, over-time recognition, daily contract renewal, and variable consideration constraint represent significant judgments in applying ASC 606 to liquid staking arrangements.

Segment Reporting

ASC 280,Segment Reporting (“ASC 280”), requires annual and interim reporting for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and expenses, and about which separate financial information is regularly evaluated by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and assess performance.

Segment information is prepared on the same basis that the Company’s CEO, who serves as the CODM, manages the business, evaluates financial results, and makes key operating decisions. The Company has a single reportable operating segment – digital asset operations – which represents the Company’s the primary revenue-generating activity. All assets of the Company’s continuing operations are related to the digital asset operations.

The CODM uses net income to evaluate and make key operating decisions. Because the Company has asingle reportable segment and the measure of segment profit or loss is consolidated net income, the required disclosures under ASC 280 are presented on a consolidated basis. Accordingly, no additional disaggregated segment disclosures are required.

Fair Value of Financial Instruments

The Company measures its financial assets and liabilities in accordance with U.S. GAAP. For certain financial instruments, including cash, accounts payable, accrued expenses, and short-term loans, the carrying amounts approximate fair value due to their short maturities.

ASC 820 defines fair value, provides guidance for measuring fair value and requires certain disclosures. ASC 820 does not require any new fair value measurements but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments under ASC 718,Compensation – Stock Compensation(“ASC 718”).

This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Debt

The Company’s debt consists primarily of senior secured convertible notes and collateralized loan arrangements. Debt is recorded at its principal amount, net of original issue discounts and debt issuance costs, and is subsequently accounted for in accordance with ASC 470,Debt(“ASC 470”). The Company has elected the fair value option under ASC 825,Financial Instruments (“ASC 825”), for certain convertible debt instruments. Debt for which the fair value option is elected is measured at fair value at each reporting date, with changes in fair value recognized in earnings.

Interest expense related to the Company’s debt is recognized using the effective interest method and includes stated interest, as well as the amortization of original issue discounts and debt issuance costs, as applicable.

The Company recognizes gains and losses on extinguishment of debt when a debt obligation is legally extinguished or substantially modified. Such gains and losses are recognized in earnings and presented within “Gain (loss) on settlement of liabilities” in the Consolidated Statements of Operations and Comprehensive Loss. Additional information regarding the Company’s debt arrangements is provided in Note 9 –Debt.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740,Income Taxes(“ASC 740”). Deferred tax assets and liabilities are recognized for temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, as well as for net operating loss and tax credit carryforwards, and are measured using enacted tax rates expected to apply in the periods in which the temporary differences are expected to reverse.

The Company establishes a valuation allowance for deferred tax assets when it is more likely than not that some or all of the deferred tax assets will not be realized. The Company applies a recognition threshold and measurement process for tax positions taken or expected to be taken in a tax return. Tax benefits are recognized when it is more likely than not that the position will be sustained upon examination and are measured as the largest amount that is greater than 50 percent likely to be realized upon settlement. Interest and penalties related to uncertain tax positions, if any, are recognized within income tax expense. See Note 12 –Income Taxes for additional information.

Net Loss Per Common Share

Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding, plus the effect of dilutive potential common shares, using the treasury stock or if converted method, as applicable, unless the effect would be anti-dilutive. Potential common shares consist of:

See Note 11 –Earnings Per Share for the detailed computation of basic and diluted net loss per common share, including the reconciliation of the numerator and denominator and the disclosure of anti-dilutive securities.

Treasury Stock

The Company accounts for treasury stock using the cost method. Under this method, the cost of shares repurchased is recorded as treasury stock, a reduction of stockholders’ equity. When treasury shares are reissued or retired, the difference between the cost of the shares and the reissuance price or par value is recorded in additional paid-in capital or retained earnings, as applicable.

Stock-based Compensation

Overview of Stock-based Awards

The Company grants equity-based awards, including stock options and restricted stock units, to employees, directors, and consultants as part of its long-term incentive and retention programs. These awards generally vest based on continued service over the requisite service period and are settled in shares of the Company’s common stock. The Company’s equity awards contain only service-based vesting conditions and do not include market-based or performance-based vesting conditions.

Valuation and Recognition

In accordance with ASC 718, the Company measures stock-based compensation cost at the grant-date fair value of the award. For awards granted, fair value is determined using the observable market price of the Company’s common stock on the grant date. Compensation cost is recognized on a straight-line basis over the requisite service period and is adjusted for forfeitures, as applicable.

Share Issuance / Repurchase Policy

Upon the exercise of share options or settlement of share-based awards, the Company may issue new shares of common stock or utilize treasury shares, depending on availability and circumstances. If treasury shares are insufficient, the Company will issue new shares in accordance with applicable regulatory requirements and shareholder approvals, as necessary. The Company may also use treasury shares to settle share-based awards to mitigate dilution. The Company does not currently expect to repurchase shares in the next twelve months in connection with the settlement of share-based payment awards.

Forfeiture Policy

The Company accounts for forfeitures of stock-based awards as they occur. Compensation cost is adjusted in the period in which an award is forfeited.

Graded Vesting Policy

Awards with service-only vesting conditions and graded vesting schedules are accounted for as multiple separate awards, with each vesting tranche treated as a separate award. Compensation cost for each tranche is recognized on a straight-line basis over the applicable vesting period.

Share Settlement

Upon vesting or exercise of equity awards, the Company may issue new shares of common stock or utilize treasury shares.

Stock-based Compensation and Discontinued Operations

Stock-based compensation expense attributable to discontinued operations primarily relates to awards granted to employees and consultants whose services were dedicated to the Company’s discontinued pharmaceutical and gaming technology businesses, including any accelerated vesting or modification expense resulting from the wind down of those operations. Stock-based compensation related to the Company’s continuing digital asset operations is included in continuing operations.

Discontinued Operations

The Company classifies a component of its business as discontinued operations when the component has been disposed of or abandoned and represents a strategic shift that has, or will have, a major effect on the Company’s operations and financial results, in accordance with ASC 205-20,Presentation of Financial Statements – Discontinued Operations(“ASC 205-20”).

The assets and liabilities of the discontinued operations are reported separately as “Assets and liabilities of discontinued operations” in the Consolidated Balance Sheets. The results of the discontinued operations are aggregated and presented separately in the Consolidated Statements of Operations and Comprehensive Loss as “Net income (loss) from discontinued operations”. The cash flows of the discontinued operations are reflected as “Cash flows from discontinued operations” within the Consolidated Statements of Cash Flows.

Amounts presented in discontinued operations have been derived from the Company’s Consolidated Financial Statements and accounting records using the historical basis of assets, liabilities, results of operations, and cash flows of the Company’s pharmaceutical research operations and the Gaming Technology Platform. The discontinued operations exclude general corporate allocations. See Note 18 –Discontinued Operations for additional information.

Subsequent Events

The Company has evaluated subsequent events through the date these Consolidated Financial Statements were issued. Based upon that evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed in Note 19 –Subsequent Events.

Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update No. 2023-07,Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which amends ASC 280*,* to expand reportable segment disclosure requirements. ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the Company’s CODM, the amount and description of other segment items, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss to evaluate segment performance and allocate resources. ASU 2023-07 allows entities to disclose more than one measure of segment profit or loss and applies the full ASC 280 framework to entities with a single reportable segment. The Company adopted ASU 2023-07 on January 1, 2025. The adoption of ASU 2023-07 did not have a material impact on the Company’s Consolidated Financial Statements, as the Company has a single reportable segment.

In December 2023, the FASB issued ASU No. 2023-08,Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”), which requires certain crypto assets that meet specified criteria, including the Company’s ETH holdings, to be measured at fair value with changes in fair value recognized in net income each reporting period. ASU 2023-08 also requires enhanced interim and annual disclosures related to an entity’s crypto asset holdings. The Company adopted ASU 2023-08 effective January 1, 2025. The adoption of ASU 2023-08 resulted in the Company measuring its ETH holdings at fair value, presented within “Digital assets” on the Consolidated Balance Sheets, and recognizing changes in fair value in “Net income” on the Consolidated Statements of Operations and Comprehensive Loss. Due to the volatility in the price of ETH, the adoption of ASU 2023-08 may increase volatility in the Company’s reported results in future periods.

In December 2023, the FASB issued ASU No. 2023-09,Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 amends ASC 740, to expand income tax disclosure requirements. ASU 2023-09 requires disclosure of (i) specific categories in the rate reconciliation, (ii) additional information for reconciling items that meet a quantitative threshold, and (iii) the amount of taxes paid disaggregated by jurisdiction. The Company adopted this guidance effective for the annual reporting period beginning January 1, 2025, on a prospective basis. The adoption of ASU 2023-09 impacts the Company’s annual disclosures only, which are reflected in herein. See Note 12 –Income Taxes.

Accounting Pronouncements Pending Adoption

In November 2024, the FASB issued ASU No. 2024-04,Induced Conversions of Convertible Debt Instruments (“ASU 2024-04”), which amends ASC 470-20,Debt - Debt with Conversions and Other Options (“ASC 470-20”). ASU 2024-04 clarifies the requirements for determining whether certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion features or convertible debt instruments that are not currently convertible, should be accounted for as an induced conversion. This amendment is effective for the Company for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the potential impact of this guidance on its Consolidated Financial Statements and related disclosures.

In November 2024, the FASB issued ASU No. 2024-03,Disaggregation of Income Statement Expenses (“ASU 2024-03”), which amends ASC 220-40,Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (“ASC 220-40”). In January 2025, the FASB issued ASU No. 2025-01,Clarifying the Effective Date (“ASU 2025-01”), which also amends ASC 220-40 and clarifies the effective date of ASU 2024-03. ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement, including specific information about certain costs and expenses. As clarified by ASU 2025-01, the amendments are effective for the Company for annual reporting beginning in fiscal 2028 and interim reporting beginning in fiscal 2029, applied prospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting these standards on its Consolidated Financial Statements and related disclosures.

NOTE 4 - PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following (in thousands):

On October 28, 2025, the Company, through its newly formed wholly-owned subsidiary, ETHZilla Aerospace LLC, entered into a term sheet to acquire two CFM56-7B24 aircraft engines, together with all parts, engine records and engine stands associated therewith (collectively, the “Engines” and the “Term Sheet”), from Avean Engine Solutions, LLC, an affiliate of Aero Engine Solutions, Inc. in connection with the Term Sheet, the Company paid a deposit of $1.2 million.

On January 17, 2026, the Company closed the acquisition of the engines. pursuant to the terms of the Engine Sale and Purchase Agreement dated January 12, 2026 (the “Purchase Agreement”), and the Company paid an additional $10.5 million, representing an aggregate purchase price of $12.2 million for the Engines. As part of the Purchase Agreement, the Company has the right at the end.

The Engines were acquired for an aggregate of $12.2 million, which was payable in cash, less certain deposits previously paid, and subject to adjustments which provided for the economic closing date to be September 30, 2025.

NOTE 5 – INVESTMENTS

Marketable Securities

The following table presents the amortized cost, gross unrealized gains and losses, and fair value of the Company’s marketable securities (in thousands):

Held-to-Maturity Debt Securities

During the year ended December 31, 2025, the Company held debt securities classified as held to maturity. All held-to-maturity securities were sold prior to December 31, 2025, andnone were outstanding at year end.

Equity Investments

Satschel Purchase and Subscription Agreement

On October 22, 2025, the Company entered into, and closed, a Purchase and Subscription Agreement (the “Satschel Agreement”) with Satschel, a Delaware corporation (“Satschel”). Satschel owns Liquidity, a regulated broker-dealer and operator of a Digital Alternative Trading System (“ATS”) platform (the “Platform”).

The Satschel Agreement includes customary representations and warranties of each of the parties; (i) positive and negative covenants required to be met by Satschel following the Closing (defined below), relating to required quarterly budgets, financial reporting, minimum cash balances and notification of key personnel changes, as well as budget compliance, and restrictions on new business lines, capital expenditures, compensation adjustments, indebtedness, sales or dispositions of assets and other matters, public listings and reverse mergers, issuances of securities, and amendments to Satschel’s governing documents, without the prior written consent of the Company, subject to certain exceptions; and (iii) customary indemnification requirements of the parties, subject to a $0.1 million deductible and a $2.0 million cap, subject to certain customary exceptions.

The Satschel Agreement also provides certain additional rights to the Company following the Closing, including (a) the exclusive right in perpetuity to list any digital tokens or assets issued on Ethereum Layer 2 protocols on the Platform; (b) a right of first refusal until the earlier of (i) five years following the Closing Date; and (ii) the date that Satschel becomes publicly-traded, to acquire any equity securities of Satschel that may offer or sell; and (c) the right to appoint one member of the Board of Directors of Satschel, for so long as the Company owns any equity interests of Satschel.

Pursuant to the Satschel Agreement, Satschel sold the Company shares of its Class A Common Stock representing 15% of its fully-diluted capitalization (the “Satschel Securities”), in consideration for (a) $5.0 million in cash; and (b)556,174 shares of the Company’s common stock which had a fair value of $10.0 million at the time of the investment based on the closing price of the Company’s common stock, which are subject to a six month lock-up (the “Satschel Shares”). As of December 31, 2025 the fair value of the shares issued as consideration was $8.7 million.

The Company does not have a controlling financial interest in Satschel and does not exercise significant influence over Satschel. Accordingly, the Company accounts for its investment in Satschel as an equity security under ASC 321 using the measurement alternative for equity securities without readily determinable fair values. The Company’s investment in Satschel is included within “Non-marketable securities” on the Consolidated Balance Sheets and measured at cost, less impairment, and adjusted for observable price changes, if any. As of December 31, 2025, management notes that the carrying amount of the investment, given the lack of a readily determinable fair value, is $13.7 million. During the year ended December 31, 2025, the Company did not record any impairment losses or downward adjustments and did not record any upward adjustments resulting from observable price changes.

Karus Purchase and Subscription Agreement

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 (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.

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 which had a fair value of $5.0 million at the time of the investment based on the closing price of the Company’s common stock, 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”). As of December 31, 2025, the fair value of the shares issued as consideration was $4.8 million.

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 which had a fair value of $1.9 million based on the closing price of the Company’s common stock, which are subject to a six month lock-up (the “Karus Stockholder Shares” and together with the Karus Shares, the “Karus Registrable Securities”).

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 20%of the fully-diluted capitalization of Karus (collectively, the “Karus Securities”). Accordingly, the Company accounts for its investment in Karus as an equity security, which is included within “Non-marketable securities” on the Consolidated Balance Sheets, with changes in fair value recognized in earnings, as applicable. There was no material change in fair value of the Karus investment during the year ended December 31, 2025.

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 on December 30, 2025 (the “Registration Statement Effectiveness Date”).

The Company does not have a controlling financial interest in Karus; however, they do have the ability to exercise significant influence over Karus. Accordingly, the Company accounts for its purchase of Karus’ common stock using the equity method of accounting pursuant to ASC 323. Under the equity method, the Company records its proportionate share of Karus’ net income or loss of , which is reflected in “Income (loss) of unconsolidated investees” in the Consolidated Statements of Operations and Comprehensive Loss, with a corresponding adjustment the carrying amount of the investment accordingly. There was no material share of Karus’ net income or loss during the year ended December 31, 2025.This investment is included within “Non-marketable securities” on the Consolidated Balance Sheets.

Management has determined that the preferred shares purchased do not constitute in-substance common stock and therefore are not eligible for the equity method of accounting pursuant to ASC 323. As such, the Company accounts for the preferred shares as an equity security under ASC 321 using the measurement alternative for equity securities without readily determinable fair values. The investment is included within “Non-marketable securities” on the Consolidated Balance Sheets and measured at cost, less impairment, and adjusted for observable price changes, if any. As of December 31, 2025, management notes that the carrying amount of the investment, given the lack of a readily determinable fair value, is $9.8 million. During the year ended December 31, 2025, the Company did not record any impairment losses or downward adjustments and did not record any upward adjustments resulting from observable price changes.

Zippy Purchase Agreement

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.

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”) which had a fair value of approximately $14.0 million at the time of the investment based on the closing price of the Company’s common stock (the “Per-Share Price”). As of December 31, 2025 the fair value of the shares issued as consideration was approximately $15.0 million.

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.

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 ten 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, 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 thirty 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. As of December 31, 2025, the Company estimated the fair value of the Final Make Whole Amount to be $6.3 million, which was recognized as a contingent liability and included in “Accrued expenses” on the Company’s Consolidated Balance Sheets.

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 which had a fair value of $2.3 million based on the closing price of the Company’s common stock, 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.

In accordance with its obligations under the Zippy Registration Rights Agreement, the Company filed the December 2025 Registration Statement covering, among other things, the resale of the Zippy Registrable Securities.

Pursuant to the Zippy Purchase Agreement, if the Company fails to (i) comply with its obligation to maintain the registration of and deliver the Zippy Registrable Securities in accordance with the Zippy Registration Rights Agreement, (ii) pay Zippy the Final Make Whole Amount as and to the extent required by the Zippy Purchase Agreement, or (iii) pay Zippy any liquidated damages as and to the extent required by the Registration Rights Agreement, the Company will be deemed to have forfeited its rights under Zippy’s Certificate of Incorporation, the Zippy Rights Agreement, the Zippy ROFR Agreement and the Zippy Voting Agreement (as described above) and will be required to pay Zippy an amount equal to approximately $14.0 million (representing the agreed value of the Zippy Shares purchased by Zippy) less (A) the amount of any gross proceeds received by Zippy from the sale of the Zippy Shares and (B) the amount of any liquidated damages received by Zippy pursuant to the Zippy Registration Rights Agreement (the “Forfeiture Make Whole Amount”). At the Company’s option, the Forfeiture Make Whole Amount may be paid either in cash or by surrendering that number of Zippy Series B-3 Shares having an equivalent value, based on an agreed value of $6.5403 per Zippy Series B-3 Share. If the Company pays Zippy the Forfeiture Make Whole Amount, Zippy will surrender any remaining Zippy Shares then held by Zippy for cancellation and Zippy will have no further right to the Zippy Shares or any associated payment obligations, other than accrued but unpaid amounts then due and owing. The acquisition contemplated by the Purchase Agreements closed on December 9, 2025. The Company does not have a controlling financial interest in Zippy and does not exercise significant influence over Zippy.

The Company does not have a controlling financial interest in Zippy and does not exercise significant influence over Zippy. Accordingly, the Company accounts for its investment in Zippy as an equity security under ASC 321 using the measurement alternative for equity securities without readily determinable fair values. The Company’s investment in Zippy is included within “Non-marketable securities” on the Consolidated Balance Sheets and measured at cost, less impairment, and adjusted for observable price changes, if any. As of December 31, 2025, management notes that the carrying amount of the investment, given the lack of a readily determinable fair value, is $22.3 million. During the year ended December 31, 2025, the Company did not record any impairment losses or downward adjustments and did not record any upward adjustments resulting from observable price changes.

NOTE 6 – DIGITAL ASSETS

The Company holds ETH and liquid staking incentive tokens (both in scope of ASC 350-60), as well as liquid staked ETH (in scope of ASC 310 and ASC 815-15). The following presents a summary of the Company’s digital asset holdings as of December 31, 2025, and activity for the year ended. For detailed accounting policies related to digital assets, refer to Note 3 –Summary of Significant Accounting Policies. For a discussion of risks and uncertainties related to digital assets, including protocol, counterparty, and custody risks, refer to “Risk Factors” included elsewhere in this filing.

Crypto assets within the scope of ASC 350-60

The following table presents the Company’s significant digital asset holdings (in thousands):

The following table presents a rollforward of the Company’s digital asset holdings, consisting of ETH and staking incentive tokens (in thousands):

During the year ended December 31, 2025 the Company recognized cumulative realized losses of $16.5 million related to digital asset transactions, primarily arising from deposits of ETH into liquid staking protocols as well as sales of ETH holdings.

Non-monetary receivable with an embedded derivative within the scope of ASC 310-10 and ASC 815-15

As described in Note 3 –Summary of Significant Accounting Policies, the Company accounts for liquid staked ETH as a non-monetary receivable with an embedded derivative. The host contract is measured at cost, and the embedded derivative is measured at fair value in earnings.

The combined carrying amount of the host contract and embedded derivative, together with any accrued staking rewards (i.e., native staking and liquid staking), are collectively presented as “Staking Receivables” on the Consolidated Balance Sheets. Accordingly, staking receivables reflect the aggregate carrying value, including fair-value changes associated with the embedded derivative and reward accruals recognized as staking revenue.

Changes in the fair value of embedded derivatives associated with liquid staking tokens are recognized within the Consolidated Statement of Operations and Comprehensive Loss as part of “Change in fair value of long term receivable derivative”, separate from revenue. For the year ended December 31, 2025, the Company recognized unrealized losses of $81.3 million related to the embedded derivative and staking revenue of $2.2 million associated with liquid staking activities.

As of December 31, 2025, the carrying amount of the host contract (representing the 50,000 deposited ETH into ether.Fi and 10,575 PufETH) was $262.3 million, and the fair value of the embedded derivative liability was $81.3 million, both of which are included within “Staking Receivables” on the Consolidated Balance Sheets.

NOTE 7 - ACCRUED EXPENSES

Accrued expenses consist of the following (in thousands):

See Note 5 –Investments for more information on the Final Make Whole Provision.

During the year ended December 31, 2025, the Company issued 75,288 shares of common stock for the settlement of liabilities. See Note 14*– Commitments and Contingencies*.

NOTE 8 – REVENUE RECOGNITION

The Company recognizes revenue from native staking and liquid staking activities on the Ethereum blockchain. Additional information regarding the Company’s revenue recognition policies is included in Note 3 –Summary of Significant Accounting Policies.

Revenue by Source

Revenue consisted of the following (in thousands):

Revenue by Major Customers

The Company generated revenue from the following major customers, each of which represented 10% or greater of total revenue. All such revenue was generated within the Company’s single reportable segment (in thousands):

NOTE 9 - DEBT

The following tables summarize the activity of loans payable (in thousands):

The following table summarizes the activity of loans payable (in thousands):

Convertible Debt

During the year ended December 31, 2025, the Company completed multiple senior secured convertible debt financings. The Company elected to account for these convertible notes at fair value, with changes in fair value recognized in earnings. All convertible notes were fully redeemed prior to December 31, 2025, and no amounts were outstanding as of year-end.

On August 8, 2025, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with investment funds managed by an institutional investor (the “Investor”), under which the Company agreed to sell and issue to the Investor senior secured convertible notes (the “August 2025 Convertible Notes”) in an aggregate principal amount of $156.3 million (the “Principal Amount”) in exchange for cash equal to 96.0% of the Principal Amount (the “Debt Financing”).

On September 22, 2025, the Company entered into an Amendment and Waiver Agreement with the Investor (the “Amendment Agreement”), which amended the original financing agreement and provided for the issuance of an additional series of new senior secured convertible notes with an aggregate principal amount of $360.0 million (the “New Principal Amount”) (the “September 2025 Convertible Notes”, and together with the August 2025 Convertible Notes, the “Convertible Notes”). The September 2025 Convertible Notes were issued on September 23, 2025 for cash proceeds equal to 97.25% of the New Principal Amount (the “New Debt Financing”).

The Convertible Notes bore stated interest at rates ranging from 0.0% to 4.0% per annum, depending on the series of notes and the period outstanding. In connection with the September 2025 amendment, the stated interest rate on the Convertible Notes was reduced to 2.0%. The Company elected the fair value option under ASC 825 to account for the Convertible Notes, which is explained further below.

Clear Street LLC (“Clear Street”) provided placement agent services in connection with the Debt Financing and the New Debt Financing. In connection with these services, the Company paid cash placement agent fees, including a fee equal to 4% of the aggregate gross proceeds raised in the Debt Financing and a fee equal to 1% of the aggregate gross proceeds raised in the New Debt Financing, and reimbursed certain reasonable and documented legal and other out-of-pocket expenses. In aggregate, the Company incurred professional fees and expenses of $8.6 million in connection with the Convertible Notes, which are included in “General and administrative” expenses in the Consolidated Statements of Operations and Comprehensive Loss.

On December 9, 2025, the Company entered into a Note Mandatory Redemption Agreement with the investor 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 Convertible Notes and the related agreements were terminated.

Registration Rights Agreement

On the August 2025 Note Funding Date, the Company entered into a Registration Rights Agreement (the “RRA”) with the Investor pursuant to which, among other things, and subject to certain limitations set forth therein, the Investor has customary demand registration rights and the Company was obligated to prepare and file a registration statement registering the offer and sale of all of the Investor’s common stock, which registration statements have been timely filed and declared effective to date.

The Registration Rights Agreement remains in effect for so long as the shares of common stock underlying the Convertible Notes are registrable securities. The Registration Rights Agreement did include a registration payment arrangement that would have required the Company to make payments to the Investor in the event the Company fails to file or maintain an effective registration statement.

The Registration Rights Agreement does not provide for any liquidated damages, cash settlement alternatives, or other registration payment penalties. Accordingly, no liability was recorded as of December 31, 2025, and no gains or losses related to the Registration Rights Agreement were recognized in the Consolidated Statements of Operations and Comprehensive Loss.

Fair Value Election and Measurement

The Company made an accounting election to account for the Convertible Notes at fair value with changes in fair value recognized in earnings. The Company elected the fair value option to simplify its accounting and reporting related to the Convertible Notes due to the variable conversion pricing mechanism embedded in the Convertible Notes. As the Company has elected to account for the Convertible Notes under the fair value option, separate evaluation of embedded features or derivatives for bifurcation is not required.

Subsequent to initial recognition, the Convertible Notes are remeasured at fair value at each reporting date, with changes in fair value recognized in earnings. Debt issuance costs associated with the Convertible Notes are expensed as incurred and are not deferred or amortized.

The August 2025 Convertible Notes had a fair value at issuance of $150.0 million, and the September 2025 Convertible Notes had a fair value at issuance of $348.0 million . The Company also recognized $1.9 million in gain related to the difference in pre and post amendment Convertible Note fair value upon issuance of the September 2025 Convertible Notes.

The Company evaluated whether changes in the fair value of the Convertible Notes during the period and cumulatively were attributable to changes in instrument specific credit risk and determined that no portion of such changes was attributable to instrument specific credit risk.

The Company estimated the fair value of the convertible debt using a Monte Carlo Simulation in a risk-neutral framework and the following inputs: estimated volatility of 65%, risk-free rate of 3.67-3.61%, dividend yield of 0%, a probability of shareholder conversion approval of 65% and a discount for lack of marketability of 24%-32%.

Interest expense related to the Convertible Notes is presented separately from changes in fair value and is recognized consistently in accordance with the Company’s accounting policy election.

In December 2025, the Company repaid the Convertible Notes principal of $516.1 million, total interest of $1.9 million, and a redemption premium of $87.7 million, for aggregate cash paid of $0.6 million.

During the year ended December 31, 2025, the Company recognized a loss of $103.9 million related to the changes in fair value of the Convertible Notes, which is presented in “Change in fair value of convertible debt” in the Consolidated Statements of Operations and Comprehensive Loss, which includes the redemption premium of $87.7 million.

For the year ended December 31, 2025, the Company recognized interest expense of $1.9 million associated with the Convertible Notes, which is included in “Interest expense” on the Consolidated Statements of Operations and Comprehensive Loss. Total contractual interest expense recognized during the period consisted of $3.3 million.

Collateralized Loan

On September 8, 2025, the Company entered into a collateralized loan arrangement with Cumberland DRW LLC (“Cumberland”). Under the agreement, the Company transferred 11,673 ETH as collateral and received $50.0 million in cash. The Company was obligated to repay $51.3 million on December 8, 2025 and, upon repayment, receive back the 11,673 ETH initially posted as collateral. The arrangement exposed the Company to digital asset price risk and counterparty credit risk and required the Company to post additional collateral if the price of ETH declined by 20% or more. The agreement also included early termination provisions.

The Company accounted for the arrangement as a single collateralized loan in accordance with ASC 815,Derivatives and Hedging(“ASC 815”), and the AICPA Digital Assets Practice Aid. At inception, the Company recognized a loan liability of $50.0 million, which accreted interest to the contractual repayment amount. The ETH transferred as collateral was derecognized, and the Company recognized a receivable representing its contractual right to receive ETH upon repayment. A realized gain of $2.6 million as recorded at inception, representing the difference between the carrying amount of the derecognized ETH and the initial cost of the related ETH.

During the fourth quarter of 2025, the Company repaid and fully extinguished the collateralized loan. Upon settlement, the related receivable was derecognized, and the remaining ETH collateral was returned to the Company and recorded at fair value. The Company recognized the remaining interest accretion in earnings upon extinguishment. Prior to settlement, the Company recognized unrealized gains and losses of $2.1 million related to changes in the fair value of the ETH receivable within “Digital asset gains and losses” in the Consolidated Statements of Operations and Comprehensive Loss. No additional unrealized gains or losses were recognized after the receivable was settled.

In accordance with ASC 326 the Company evaluated expected credit losses on the ETH receivable while it was outstanding. No allowance for credit losses was recorded due to the short-term nature of the receivable, the creditworthiness of the counterparty, the contractual protections within the arrangement, and the fact that the receivable was settled in full. No write-offs or recoveries were recognized.

Loans Denominated in Digital Assets

Equities First Master Loan and Collateral Agreement

On September 30, 2025, the Company and Equities First Holdings, LLC (“Equities First” or “the Lender”), entered into a Master Loan and Collateral Agreement (the “MLCA”). The Company received 12,500,000 in USDC on October 6, 2025 when 8,700 ETH were assigned as collateral to the Lender under the MLCA. On October 10, 2025, the Company received an additional 13,190,860 USDC to its ETH wallets. The total principal of the loan of $25.9 million matures in April 2027, bears interest at 3.5% per annum and a default rate of 7%. The Company incurred an origination fee of $0.3 million which was recorded as interest expense. The loan collateral had a fair value of $25.8 million as of December 31, 2025. During the year ended December 31, 2025, the Company received a series of margin calls on the loan. The Company paid $2.1 million in USDC from its cryptocurrency wallets related to these margin calls. The Equities First loan is included in “Collateralized loan” on the Company’s Consolidated Balance Sheet.

Aave Loan

On December 20, 2025, the Company borrowed 10,600 ETH under an Aave loan commitment (the “Aave Loan”). The Company pledged 13,935.91 ETH as collateral against the loan. As of December 31, 2025, the Aave Loan balance was $31.5 million. The loan accrues interest at a variable rate determined algorithmically by the Aave protocol based on supply and demand dynamics within the applicable liquidity pool. The interest rate has historically averaged approximately 1.57% but has been as high as 3.85% during periods of elevated market volatility. The Aave protocol establishes a maximum LTV of 93% and a liquidation threshold of 95%. If the value of the pledged collateral declines—or the value of the borrowed ETH increases—such that the LTV exceeds 95%, the protocol will automatically liquidate a portion of the collateral to repay the loan. Upon liquidation, a 1% liquidation penalty is applied, resulting in a loss of collateral value to the Company. The Company has incurredno loss of collateral through December 31, 2025.

The Aave Loan has no stated maturity date and remains outstanding until repaid by the Company or liquidated by the protocol. There are no scheduled principal payments, financial covenants, or prepayment penalties. The loan is permissionless and governed entirely by smart contracts deployed on the Ethereum blockchain.

The Aave Loan is included in “Collateralized loan” on the Company’s Consolidated Balance Sheets.

NOTE 10 – FAIR VALUE MEASUREMENTS

The Company measures certain assets and liabilities at fair value on a recurring basis in accordance with ASC 820. ASC 820 establishes a three-level hierarchy that prioritizes the inputs used in measuring fair value. A description of the hierarchy levels is included in Note 3 —Summary of Significant Accounting Policies.

The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis by fair value hierarchy level (in thousands):

NOTE 11 – EARNINGS PER SHARE

The computation of net loss per share is as follows (in thousands, except per share data):

For the year ended December 31, 2025, the weighted average common shares outstanding included 1,555,574 shares underlying pre-funded warrants with a nominal exercise price.

The following potentially dilutive securities were excluded from the computation of diluted net loss per share because their inclusion would have been antidilutive:

NOTE 12 – INCOME TAXES

The components of income (loss) before income taxes were attributable to the following regions (in thousands):

The provision for (benefit from) income taxes for continuing operations consisted of the following (in thousands):

The table below provides the updated requirements of ASU 2023-09 for 2025. See Note 3 –Summary of Significant Accounting Policies—Recent accounting pronouncements for additional details on the adoption of ASU 2023-09.

The effective income tax rate differs from the statutory federal income tax rate as follows (in thousands, except percentages):

As previously disclosed, prior to the adoption of ASU 2023-09, the effective income tax rate differs from the statutory federal income tax rate as follows:

The effective tax rate for the year ended December 31, 2025 reflects the impact of changes in tax laws and statutory tax rates enacted during the period.

Deferred tax assets and liabilities consist of the following (in thousands):

As of December 31, 2025, the Company had net operating loss (“NOL”) carryforwards that may be available to offset future taxable income in various jurisdictions as follows:

The Company does not have any pre-2018 federal NOL carryfowards.

The utilization of the domestic NOLs to offset future taxable income may be subject to annual limitations under Section 382 of the Internal Revenue Code and similar state statutes as a result of ownership changes.

The Company has assessed the likelihood that deferred tax assets will be realized in accordance with the provisions of ASC 740. ASC 740 requires that such review considers all available positive and negative evidence, including the scheduled reversal of deferred tax assets, projected future taxable income, and tax planning strategies. ASC 740 requires that a valuation allowance be established when it is “more likely than not” that all, or a portion of, deferred tax assets will not be realized. After the performance of such reviews as of December 31, 2025 and 2024, management believes that uncertainty exists with respect to future realization of its deferred tax assets, primarily due to cumulative historical losses, and has, therefore, established a full valuation allowance. The Company recorded increases in the valuation allowance of $73.4 million and $0.9 million in connection with the tax provisions for the years ended December 31, 2025 and 2024, respectively.

Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s Consolidated Financial Statements as of December 31, 2025 and 2024.

No tax audits were commenced or were in process during the years ended December 31, 2025 and 2024, nor were any tax related interest or penalties incurred during those periods. The Company’s tax returns filed in the United States (including the state of Florida), Canada, and the United Kingdom since inception remain subject to examination.

NOTE 13 – SERIES B CONVERTIBLE PREFERRED STOCK

On September 29, 2024, the Company entered into an Asset Purchase Agreement with Elray Resources, Inc. (“Elray”). Pursuant to the Asset Purchase Agreement, Elray agreed to sell the Company certain source code and intellectual property relating to a “back-end technology platform” which is a key component of creating an online blockchain casino (the “Purchased Assets”) in consideration for 1,000,000 shares of then newly designated Series B Convertible Preferred Stock (the “Preferred Stock”, and the shares of common stock issuable upon conversion thereof, the “Conversion Shares”) and warrants to purchase 300,000 shares of common stock of the Company (the “Purchase Warrants” and the shares of common stock issuable upon exercise thereof, the “Purchase Warrant Shares”).

On September 30, 2024, in contemplation of the closing of the transactions contemplated by the Purchase Agreement, and pursuant to the power provided to the Company by the Certificate of Incorporation of the Company, as amended, the Company’s Board of Directors (the “Board”) approved the adoption of, and filing of, a Certificate of Designations of the Company, establishing the Designations, Preferences, Limitations and Relative Rights of Its Series B Convertible Preferred Stock (the “Series B Designation”), which was filed with, and became effective with, the Secretary of State of Delaware on the same date. The Series B Designation designated 1,000,000 shares of Series B Convertible Preferred Stock with a par value of $0.0001 per share and a stated value of $17.30 per share, all of which were issued to Elray on September 30, 2024.

The purchase of the Purchased Assets closed on September 30, 2024.

Based on the terms of the Series B Convertible Preferred Stock and the Purchase Agreement, and in accordance with ASC 480-10,Distinguishing Liabilities from Equity (“ASC 480-10”), at issuance, the Series B Convertible Preferred Stock was accounted for as a liability due to the variable number of shares issuable under the agreement pursuant to the conversion terms, with an initial fair value of $2.8 million. The Company estimated the fair value of the Series B Convertible Preferred Stock based on the market value of the underlying common shares into which the Series B Convertible Preferred stock was convertible at the transaction date, and an estimated fair value of the liquidation preference using option pricing models for scenarios of the liquidation preference being in effect or conversion of the Series B Convertible Preferred Stock by the holder The Company recognized a $1.6 million change in the fair value of the Series B Convertible Preferred Stock during the year ended December 31, 2024, which was recorded in earnings and reflected as a non-cash adjustment in operating cash flows. On December 27, 2024 (the “Stockholder Approval Date”), the Conversion Rate (defined below) was fixed at 0.1318 or 131,800 total shares of common stock. As a result, the fair value of the Series B Convertible Preferred Stock was reclassified from a liability to shareholders’ equity in the amount of $4.4 million.

The Purchase Warrants have an exercise price of $16.80 per share, the closing stock price of the Company’s common stock on the last trading day prior to the parties’ entry into the Purchase Agreement (as adjusted for the Reverse Stock Split), and a term ofseven years (through September 30, 2031). The Purchase Warrants also provide for cashless exercise rights. No shares of common stock may be issued upon exercise of the Purchase Warrants until or unless the Company has received approval from its stockholders for the issuance of such shares of common stock upon exercise of the Purchase Warrants, which was received in December 2024.

On March 27, 2025, Elray Resources, Inc., the sole holder of the Series B Convertible Preferred Stock of the Company converted all 1,000,000 outstanding shares of Series B Convertible Preferred Stock of the Company into 131,800 shares of common stock (0.1318 shares of common stock for each share of Series B Convertible Preferred Stock converted), in accordance with the terms of such preferred stock and the optional conversion right set forth therein.

On July 27, 2025, the Purchase Warrants were exercised in full. See Note 16 –Stockholders’ (Deficit) Equity. As of December 31, 2025, there were no shares of Series B Convertible Preferred Stock outstanding.

The below is a summary of the rights and preferences of the Series B Convertible Preferred Stock:

Voting Rights. Prior to the shareholders of the Company approving the issuance of shares of common stock upon the conversion of the Series B Convertible Preferred Stock (“Stockholder Approval”), the Series B Convertible Preferred Stock only had rights to vote on amendments to the Series B Designation (which are subject to the approval of a simple majority of the holders of Series B Convertible Preferred Stock), and the Protective Provisions, discussed below.

The Series B Convertible Preferred Stock requires the consent of the holders of at least a majority of the issued and outstanding shares of Series B Convertible Preferred Stock to (a) increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series B Convertible Preferred Stock of the Company; (b) adopt or authorize any new designation of any Preferred Stock or amend the Certificate of Incorporation of the Company in a manner which (i) provides any holder of common stock or preferred stock any rights upon a liquidation of the Company which are prior and superior to those of the holders of the Series B Convertible Preferred Stock; or (ii) adversely affect the rights, preferences and privileges of the Series B Convertible Preferred Stock; (c) effect an exchange, or create a right of exchange, cancel, or create a right to cancel, of all or any part of the shares of another class of shares into shares of Series B Convertible Preferred Stock; (d) alter or change the rights, preferences or privileges of the shares of Series B Convertible Preferred Stock so as to affect adversely the shares of such series; and (e) issue any shares of Series A Preferred Stock or Series B Convertible Preferred Stock, other than the Preferred Stock issued pursuant to the Purchase Agreement (collectively, the “Protective Provisions”).

After Stockholder Approval, which has occurred to date, in addition to the above voting rights, each holder of outstanding shares of Series B Convertible Preferred Stock was entitled to cast the number of votes in connection with the Series B Convertible Preferred Stock shares held by such holder equal to the number of whole shares of common stock into which the shares of Series B Convertible Preferred Stock held by such holder were convertible as of the record date for determining stockholders entitled to vote on such matter. Fractional votes shall not, however, be permitted and any fractional voting rights available on an as-converted to common stock basis (after aggregating all fractional shares into which shares of Series B Convertible Preferred Stock held by each holder could be converted) shall be rounded down to the nearest whole share. Except as provided by law or by the other provisions of the Certificate of Incorporation or the Series B Designation, holders of Series B Convertible Preferred Stock shall vote together with the holders of common stock as a single class and there shall be no series voting.

Dividend Rights. The Series B Convertible Preferred Stock did not provide for dividends, except that if the Company declares a dividend or makes a distribution of cash (or any other distribution treated as a dividend under Section 301 of the Internal Revenue Code) on its common stock, each holder of shares of Series B Convertible Preferred Stock was entitled to participate in such dividend or distribution in an amount equal to the largest number of whole shares of common stock into which all shares of Series B Convertible Preferred Stock held of record by such holder were convertible as of the record date for such dividend or distribution or, if there is no specified record date, as of the date of such dividend or distribution. Notwithstanding the foregoing, holders had no right of participation in connection with dividends or distributions made to the common stock stockholders consisting solely of shares of common stock.

Liquidation Preference. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary (each a “Liquidation Event”), the holders of Series B Convertible Preferred Stock were entitled to receive prior and in preference to any distribution of any of the assets of the Company to the holders of the common stock or securities junior to the Series B Convertible Preferred Stock (other than the common stock) by reason of their ownership of such stock, but after any required distribution to any holders of Series B Convertible Preferred Stock, an amount in cash per share of Series B Convertible Preferred Stock for each share of Series B Convertible Preferred Stock held by them equal to the greater of (x) one times the Stated Value; and (y) the total amount of consideration that would have been payable on such share upon a Liquidation Event, had such share of Series B Convertible Preferred Stock been converted into common stock, immediately prior to such Liquidation Event (as applicable, the “Liquidation Preference”). The “Stated Value” is $17.30 per share of Series B Convertible Preferred Stock, for a total aggregate Liquidation Preference of $17.3 million when aggregating all 1,000,000 shares of Series B Convertible Preferred Stock originally issued.

Conversion Rights. None prior to Stockholder Approval. After Stockholder Approval, at the option of the holder(s) thereof, each share of Series B Convertible Preferred Stock was convertible into a number of shares of common stock of the Company equal to the Conversion Rate. The “Conversion Rate” was initially 0.0685 (or 68,500 shares in aggregate, which would represent 40% of the Company’s then outstanding shares of common stock), as equitably adjusted, as applicable for stock splits and recapitalizations; provided that if at any time after the original issuance date of the Series B Convertible Preferred Stock and prior to the Stockholder Approval Date, the Company shall actually issue any additional shares of common stock of the Company (each a “Dilutive Issuance”), the Conversion Rate shall be increased to a value equal to (x)(i) the total outstanding shares of common stock (“Total Outstanding Shares”) on the date immediately following such Dilutive Issuance, divided by (ii)60%, minus (iii) the Total Outstanding Shares on the date immediately following such Dilutive Issuance, divided by (y)1,000,000, rounded to the thousands place, as equitably adjusted, as applicable for stock splits and recapitalizations (each a “Dilutive Adjustment”); provided that in no event will the Conversion Rate be greater than ten. The effect of any change in the Conversion Rate shall not be retroactive and shall only apply for conversions of Series B Convertible Preferred Stock following the date of any Dilutive Adjustment. The Conversion Rate is designed to result in the holders of the Series B Convertible Preferred Stock receiving 40% of the then outstanding shares of common stock upon conversion of the Series B Convertible Preferred Stock, subject to a maximum of 10 million shares of common stock, and further subject to such conversion ratio being fixed upon Stockholder Approval. The Conversion Rate of the Series B Convertible Preferred Stock was fixed at 0.1318 or 131,800 total shares of common stock on December 27, 2024, the Stockholder Approval Date.

As discussed above, the Series B Convertible Preferred Stock was initially classified as a liability under ASC 480-10 and was reclassified to shareholders’ equity upon Stockholder Approval. All outstanding shares were converted into common stock during the three months ended March 31, 2025. Any activity associated with the Series B Convertible preferred Stock is classified as part of discontinued operations.

NOTE 14 - COMMITMENTS AND CONTINGENCIES

Litigation and Other Loss Contingencies

The Company records liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company has no liabilities recorded for loss contingencies as of December 31, 2025.

The Company through its United Kingdom subsidiary is registered for Value Added Tax (“VAT”) in the United Kingdom under the accrual accounting scheme. Under this scheme, VAT output tax becomes due when invoices are issued, irrespective of cash settlement.

As of the reporting date, management has identified that the settlement of certain existing liabilities could give rise to an obligation to remit additional VAT to HM Revenue & Customs (“HMRC”) in respect of VAT already invoiced or collected.

The amount of any such payment cannot be reliably estimated at this time, and the likelihood of settlement remains uncertain. Accordingly, no provision has been recognized in the financial statements. Management will continue to monitor this situation and will make further disclosures or recognize a liability when the settlement becomes probable and can be reasonably estimated.

Legal Matters

Declaratory Relief Action Against the Company by AmTrust International

On June 29, 2022, AmTrust International Underwriters DAC (“AmTrust”), which was the premerger directors’ and officers’ insurance policy underwriter for KBL, filed a declaratory relief action against the Company in the U.S. District Court for the Northern District of California (the “Declaratory Relief Action”) seeking a declaration that AmTrust is not obligated to reimburse the Company for fees advanced by the Company to Dr. Krauss and George Hornig under the directors’ and officers’ insurance policy.

On, and effective on, April 6, 2025 (the “Effective Date”), the Company entered into a Confidential Settlement Agreement and Release (the “AmTrust Settlement Agreement”) with AmTrust, and its wholly-owned subsidiary, AmTrust Financial Services, Inc. (“AFSI”). Pursuant to the AmTrust Settlement Agreement, the Company and AmTrust agreed to resolve the ongoing litigation and disputes discussed above, relating to the Company’s pre-merger directors’ and officers’ insurance policy (the “Coverage Action”).

Pursuant to the terms of the AmTrust Settlement Agreement, the Company agreed to (i) pay AmTrust a cash payment of $0.3 million (the “Settlement Sum”) within 20 days of the Effective Date, which was paid prior to December 31, 2025, and (ii) issue AFSI 50,971 shares of the Company’s common stock (the “AmTrust Settlement Shares”), within three business days of the Effective Date, which were issued. The AmTrust Settlement Shares had a fair value of $0.4 million (the “Shares Value”), based on the closing price of the Company’s common stock on the Effective Date, and are subject to customary anti-dilution protections, including adjustments for stock splits, combinations, and stock dividends. The Company recognized a loss on settlement of $0.7 million included within “General and administrative expenses” on the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2025 relating to the AmTrust Settlement Agreement.

Within ten days after delivery of both the Settlement Sum and the AmTrust Settlement Shares, the parties agreed to file a joint stipulation of dismissal with prejudice of the Coverage Action, which was filed and granted on April 30, 2025.

In connection with the settlement, the Company and AmTrust provided each other broad mutual releases of all claims, known and unknown, arising out of or relating to, among other things, the Coverage Action, certain claims relating to an SEC investigation of certain of the Company’s pre-merger officers, including Dr. Krauss, a lawsuit filed by the Company against Dr. Krauss, certain cross claims made by the Company against AmTrust, and related insurance claims and matters, including any claims for bad faith, breach of the implied covenant of good faith and fair dealing, or alleged unfair insurance practices. These releases extend to affiliates, officers, directors, employees, agents, and other related parties of both entities. The AmTrust Settlement Agreement expressly provides that it does not release the parties from obligations arising under the AmTrust Settlement Agreement itself.

In connection with the issuance of the AmTrust Settlement Shares and pursuant to the AmTrust Settlement Agreement, the Company agreed to provide AFSI with certain registration rights. Specifically, the Company was obligated to use commercially reasonable efforts to file a registration statement on Form S-1 (or Form S-3, if available) with the SEC within 45 days of the Effective Date (i.e., prior to May 21, 2025) to register the resale of the AmTrust Settlement Shares (the “Resale Registration Statement”) and use commercially reasonable efforts to cause the Resale Registration Statement to be declared effective within 60 days following the Effective Date, or, in the event of SEC notice that the Registration Statement will not be reviewed, by the third business day thereafter, which Resale Registration Statement was timely filed and became effective within the time period set forth in the AmTrust Settlement Agreement.

The Company is required to keep the Resale Registration Statement continuously effective until such time as AFSI no longer holds any AmTrust Settlement Shares, and to bear all related costs and expenses in connection with such registration, excluding AFSI’s legal fees. Additionally, the Company must provide legal opinion coverage at its expense, if necessary, to enable AFSI to rely on Rule 144 resale exemptions after six months.

If the prospectus included in the Resale Registration Statement can no longer be relied upon, or if the Company fails to maintain the effectiveness of the Resale Registration Statement (each, a “Registration Statement Failure Event”), the Company is required to pay liquidated damages equal to 3.0% of the Shares Value for each such failure and for each month such failure continues, subject to a cap of 33.0% of the Shares Value.

Elray and Luxor Settlement Agreement

On April 28, 2025, the Company entered into a Settlement and Mutual Release Agreement (the “Elray Settlement Agreement”) with Elray, and Luxor Capital, LLC (“Luxor”). Elray and Luxor are both controlled by Anthony Brian Goodman, the father of the Company’s then director, Jay Goodman. The Elray Settlement Agreement and related arrangements discussed below resolved certain disputes which had arisen between the parties relating to among other things, certain potential acquisitions.

Pursuant to the Elray Settlement Agreement: (a) the Company agreed to acquire all 131,800 of the shares of its common stock (the “Elray Shares”) held by Elray, which were issued in March 2025, upon the conversion of 1,000,000 shares of Series B Convertible Preferred Stock which Elray then held (representing 23.1% of the Company’s then outstanding shares of common stock), in exchange for an aggregate settlement payment of $1.0 million, consisting of*(i)* $0.4 million payable to Elray within five business days of the Elray Settlement Agreement (the “Elray Payment”), which was paid, and*(ii)* $0.7 million payable to Luxor (“Luxor Payment”). Amounts due to Luxor will be payable by way of 20% of the proceeds raised by the Company in future capital raises until paid in full, but shall be paid no later than April 28, 2026 which payments have been paid to date); and (b) the Company, Elray, and Luxor exchanged mutual general releases from claims arising from prior negotiations and agreements, with limited exceptions for obligations under the Elray Settlement Agreement and confidentiality requirements.

In connection with the settlement, Elray agreed to deliver five stock powers authorizing cancellation of the Elray Shares, to be held in escrow and released proportionally at the option of the Company, as settlement payments are made, with all remaining shares canceled once the full amounts of the Elray Payment and Luxor Payment are made. The stock powers are to be released in tranches, with the stock power relating to the initial 46,130 Elray Shares eligible to be released from escrow upon payment of the Elray Payment, and the remaining four stock powers, each providing for the transfer of 21,418 shares, to be released upon the payment by the Company to Luxor of each additional $0.2 million. During the year ended December 31, 2025 the Elray Shares were returned to the Company and cancelled.

Luxor also agreed to indemnify the Company against any claims brought by a third party related to certain prior negotiations involving an online casino asset acquisition.

The Elray Settlement Agreement included customary representations and warranties of the parties and confidentiality requirements. The Elray Settlement Agreement also provides a restriction on Elray’s sale or transfer of any of the Elray Shares.

The Elray Settlement Agreement also required Elray to enter into a Voting Agreement with the Company. Pursuant to the Voting Agreement, which was entered into on April 28, 2025, by Elray, the Company, and Blair Jordan, the Company’s then Chief Executive Officer, solely for the benefit of the Company, Elray agreed to vote any Elray Shares which it continued to hold, as recommended by the Board of Directors of the Company, at any meeting of stockholders or via any written consent of stockholders, which may occur prior to April 28, 2026. In order to enforce the terms of the Voting Agreement, and solely for the benefit of the Company, Elray provided Mr. Jordan (or his assigns) an irrevocable voting proxy to vote the Elray Shares pursuant to the guidelines set forth above at any meeting of stockholders or via any written consent of stockholders.

The Elray Settlement Agreement and related transactions were approved by the Board of Directors of the Company, as well as the Company’s Audit Committee, with Mr. Jay Goodman (a then member of the Board of Directors) abstaining. The Elray Settlement Agreement was determined to be a forward purchase contract, and was recognized as a liability under ASC 480. The settlement payment was at a price per share below fair market value, and therefore no loss was recognized. The Company recognized the $1.0 million repurchase amount in treasury stock.

Indemnification Agreements

The Company has entered into Indemnity Agreements (each an “Indemnification Agreement”) with each of its directors and officers (each an “Indemnitee”), to provide for indemnification to the officers and directors under Delaware law. Among other things, consistent with the Company’s Bylaws, each Indemnification Agreement generally requires that the Company (i) indemnify the Indemnitee from and against all expenses and liabilities with respect to proceedings to which Indemnitee may be subject by reason of the Indemnitee’s service to the Company to the fullest extent authorized or permitted by Delaware law and (ii) advance all expenses incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any proceeding, and in connection with any proceeding to enforce the Indemnitee’s rights under the Indemnification Agreement. The Indemnification Agreement also establishes various related procedures and processes and generally requires the Company to maintain directors’ and officers’ liability insurance coverage.

Other Commitments

Woody Separation Agreement

On May 7, 2024, Dr. James N. Woody resigned as Chief Executive Officer and as a member of the Board of Directors and entered into a Separation and Release Agreement with the Company. In February 2025, the agreement was amended to provide for the issuance of restricted common stock in lieu of a contingent cash payment. All obligations under the amended separation agreement have been satisfied, and the related voting agreement expired during 2025.

Former Chief Executive Officer and Consulting Agreement

On September 4, 2025, the Company entered into a Separation and Release Agreement with Blair Jordan and Blair Jordan Strategy and Finance Consulting Inc. (the “Jordan Separation Agreement”). Pursuant to the Jordan Separation Agreement, the Company agreed to pay $1.4 million in cash and to provide certain releases and indemnification obligations.

The Company also agreed to grant 16,000 shares of restricted common stock to Jordan Consulting under the Company’s Third Amended and Restated 180 Life Sciences Corp. 2022 Omnibus Incentive Plan (the “Incentive Plan”), with such shares evidenced and documented by a Notice of Restricted Stock Grant and Restricted Stock Grant Agreement entered into between Jordan Consulting and the Company, and subject to vesting as follows: (a)8,000 shares vest on January 1, 2026, subject to Jordan Consulting and Mr. Jordan’s continued service to the Company on such vesting date; and (b)8,000 shares vest on December 31, 2026, subject to Jordan Consulting and Mr. Jordan’s continued service to the Company on such vesting date, provided that the Board of Directors accelerated the vesting of all such shares on June 17, 2025. The Company recognized $0.2 million of stock-based compensation related to these shares during the year ended December 31, 2025. On September 4, 2025, Mr. Blair Jordan, the then Chief Executive Officer of the Company, and Jordan Consulting entered into a Separation and Release Agreement with the Company (the “Jordan Separation Agreement”).

Executive Employment Agreement with McAndrew Rudisill

On September 15, 2025, the Company entered into an Executive Employment Agreement with Mr. McAndrew Rudisill, the Company’s Chief Executive Officer and Executive Chairman (the “Rudisill Employment Agreement”).

Pursuant to the Rudisill Employment Agreement, the Company agreed to continue to engage Mr. Rudisill as Chairman of the Board and Chief Executive Officer of the Company, during the term of the agreement, which continues until the earlier of (i) Mr. Rudisill providing the Company 30 days written notice of his termination of the Rudisill Employment Agreement, or (ii) December 31, 2028; subject to up to two additional years of automatic renewals, if neither party provides the other intent of its non-renewal prior to December 31, 2028 or if automatically renewed, December 31, 2029.

In consideration for agreeing to provide services under the Rudisill Employment Agreement, the Company agreed: (a) to pay Mr. Rudisill a base salary of $0.5 million per year, with such amount to be reviewed by the Board with the recommendation of the Compensation Committee, at least annually, and may be increased if the Board deems appropriate; (b) that Mr. Rudisill would be eligible to earn an annual discretionary bonus as established by the Board or Compensation Committee, which may consist of restricted stock units (RSUs) and/or cash payments; and (c) that Mr. Rudisill would be entitled to a change of control payment, equal to two percent (2%) of the greater of (i) the market capitalization of the Company on the closing date of a Change in Control (as defined below) or (ii) the total enterprise value (defined by the Company’s market capitalization on the closing date of a Change of Control, plus all outstanding debt, less cash). This Change in Control payment may consist of both RSU’s and/or cash, as determined by the Board or Compensation Committee. For the purposes of the Rudisill Employment Agreement, a “Change in Control” means either (i) a merger or consolidation involving the Company (or one of its subsidiaries where the Company issues shares), unless the transaction is solely for changing the Company’s domicile or results in the Company’s stockholders retaining more than 50% of the voting power in the surviving or parent corporation immediately after the transaction, or (ii) the sale, lease, transfer, exclusive license, or other disposition of all or substantially all of the Company’s or its subsidiaries’ assets or equity, including through the sale or disposition of subsidiaries holding substantially all such assets, except where the transfer is to a wholly-owned subsidiary, provided that transactions carried out principally for bona fide equity financing purposes, where the Company receives cash or debt is cancelled or converted (or a combination thereof), will not constitute a Change in Control.

Separately, upon termination of the Rudisill Employment Agreement for any reason, the Company must promptly, and no later than 30 days after termination (or sooner if required by law), pay Mr. Rudisill (or his surviving spouse or estate) a lump sum covering any portion of his then current salary due through the termination date and reimbursement of eligible expenses incurred. Additionally, if Mr. Rudisill has been employed for more than 12 months, he will also receive a severance payment equal to two times his base salary at the time of termination. In addition, if his employment ends within 36 months of the start date (September 15, 2025), he will receive a payment, payable in stock and/or cash as determined by the Board, equal to the greater of (a)1% of the Company’s market capitalization; or (b)1% of the total enterprise value (market capitalization plus debt, less cash) of the Company, at the time of termination. Payment of these severance benefits are conditioned on Mr. Rudisill executing a general release of claims against the Board relating to his employment or service with the Company.

The Rudisill Employment Agreement also contains customary confidentiality obligations and work made for hire language. In addition, Mr. Rudisill is eligible to receive certain employee benefits, including profit sharing, medical, disability and life insurance plans and programs, that are established and made generally available by the Company from time to time to its employees, subject, however, to the applicable eligibility requirements and other provisions of such plans and programs (including, without limitation, requirements as to position, tenure, location, salary, age and health).

Notwithstanding the terms of the Rudisill Employment Agreement, as discussed above, the Board and/or Compensation Committee may from time to time, in their discretion, increase Mr. Rudisill’s base salary or award discretionary bonuses to Mr. Rudisill, which may take the form of cash consideration or equity.

The Rudisill Employment Agreement superseded the offer letter previously provided to Mr. Rudisill to serve on the Company’s Board of Directors.

Asset Management Agreement

In connection with the Private Placement, at the Closing (the “AMA Effective Date”), the Company entered into an Asset Management Agreement (the “Asset Management Agreement”) with Electric Treasury Edge, LLC (the “Asset Manager”). Pursuant to the Asset Management Agreement, the Asset Manager will provide discretionary investment management services with respect to, among other assets (including without limitation certain subsequently raised funds), the majority of the Company’s proceeds from the Private Placement (the “Account Assets”) in accordance with the terms of the Asset Management Agreement. The Asset Manager will pursue a long-bias strategy of digital assets primarily focused on Ethereum (the “ETH Strategy”). The custodians under the Asset Management Agreement will consist of cryptocurrency wallet providers mutually acceptable to the Company and the Asset Manager.

The Company shall pay the Asset Manager a monthly asset-based fee (the “Asset-based Fee”) equal to 2% per annum of the average daily net asset value of the Account Assets under management, payable in advance on the first business day of each calendar month; provided, however, that the minimum Asset-based Fee to be paid to the Asset Manager shall be $2.0 million per year. Fees are prorated for partial periods. Staked or liquid-staked assets are not treated differently for fee purposes. The Asset Manager will invoice the Company monthly and deduct fees directly from the account. The Asset-based Fee shall be calculated and invoiced to the Company by the Asset Manager in a commercially reasonable manner and in good faith, by reference to relevant prices on Coinbase taken at 12:00 UTC for each relevant day (or if not available, determined by the Asset Manager in a commercially reasonable manner and in good faith by reference to reputable industry sources). The Company also agreed to pay or reimburse the Asset Manager for all reasonable and documented expenses related to the operation of the account, which shall be paid or reimbursed by the Company out of the Account Assets.

The Asset Management Agreement will, unless terminated earlier in accordance with its terms, remain in effect until the fifth anniversary of the AMA Effective Date and shall thereafter automatically renew for successive one-year terms unless either party provides written notice at least thirty (30) days prior to renewal. Beginning on the first anniversary of the AMA Effective Date, the Company may terminate the Asset Management Agreement either (i) without cause upon at least 180 days’ prior written notice, subject to approval by at least eighty percent (80%) of the members of the Company’s board of directors and by at least 66-2/3% of the Company’s shareholders, or (ii) for cause (following an Asset Manager Cause Event) upon at least 60 days’ prior written notice. The Asset Manager may terminate the Agreement beginning on the first anniversary of the AMA Effective Date either (i) without cause upon at least 180 days’ prior written notice, or (ii) for cause (following a Company Cause Event) upon at least 30 days’ prior written notice. “Company Cause Events” include failure to pay fees (not cured within five business days), insolvency, or material breach (not cured within 30 business days, if curable). “Asset Manager Cause Events” include willful misconduct, gross negligence or fraud by the Asset Manager or material breaches that have a material adverse effect on the Company or the Account Assets (not cured within 30 business days, if curable), or insolvency.

If the Asset Management Agreement is terminated by the Company without an Asset Manager Cause Event, or by the Asset Manager for a Company Cause Event, prior to the fifth anniversary of the AMA Effective Date, the Asset Manager is entitled to liquidated damages in an amount equal to 85% of the fees and compensation that would have accrued through the fifth anniversary of the AMA Effective Date. In the event the Asset Management Agreement is terminated for an Asset Manager Cause Event by the Company, the Company shall be entitled to any and all damages and legal remedies arising from or in connection therewith including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the future.

If the Asset Manager becomes subject to a legal or regulatory order that prohibits it from carrying out its business as contemplated under the Asset Management Agreement, it must suspend performance and notify the Company. The parties have agreed to work together in good faith to amend the Asset Management Agreement or, if amendment is not possible, the Asset Management Agreement may be terminated upon five (5) days’ prior written notice. In such case, the Asset Manager is entitled to receive 100% of all unpaid fees and compensation accrued through the termination date.

Beginning with the AMA Effective Date, the Account Manager shall have the right to provide asset management services with respect to Account Assets that consist of at least 50% of the aggregate value of the Company’s assets until the value of the Company’s assets is $1.0 billion.

The Company and the Asset Manager have also agreed to negotiate in good faith either a separate and distinct asset management agreement or an amended and restated Asset Management Agreement, which provides for separate services related to the management of investments in securities or commodities with a substantially similar fee schedule, provided that the Asset Manager has obtained all requisite regulatory licenses and approvals necessary to provide such services, and further provided that the parties endeavor to avoid investments that would require the registration of the Company as an investment company under the Investment Company Act of 1940, as amended, which was subsequently entered into between the parties as discussed below.

The Asset Management Agreement includes customary confidentiality and indemnification provisions, representations, warranties and acknowledgements, for an agreement of the size and scope of the Asset Management Agreement.

On September 5, 2025, the Company entered into an Amended and Restated Asset Management Agreement (the “A&R Asset Management Agreement”), which amended and restated the Asset Management Agreement. The A&R Asset Management Agreement makes certain changes to the Asset Management Agreement, including, among other things, the expansion of the scope of account assets and advisory services provided by the Asset Manager.

NOTE 15 – STOCK-BASED COMPENSATION

The Company accounts for stock-based compensation in accordance with ASC 718 recognizes compensation cost for equity awards based on their grant-date fair value over the requisite service period.

Stock Options

A summary of the option activity is presented below:

A summary of outstanding and exercisable stock options is presented below:

The fair value of stock options granted during the year ended December 31, 2025 was estimated using the Black-Sholes option pricing model and the following key assumptions range: 1) volatility of 172.04% -176.85% ; 2) an expected term of 5.4 years using the plain-vanilla simplified method; 3) dividend yield of 0%; and 4) a risk-free rate of 3.90% -3.99%. The options had an aggregate fair value of $35.0 million at the grant date. The Company recognized stock-based compensation expense of $35.0 million and $0.3 million for the years ended December 31, 2025 and 2024, respectively, related to the amortization of stock options; this is included within “General and administrative expenses” on the Consolidated Statements of Operations and Comprehensive Loss. As of December 31, 2025, there wasno unrecognized compensation expense.

Cash Flows Related to Stock-Based Compensation

During the years ended December 31, 2025 and 2024, the Company received $0.5 million and $0, respectively, from the exercise of share options and similar instruments granted under share-based payment arrangements. The related excess tax benefits realized from stock options exercised during the same periods were $1.0 million and $0, respectively. Cash received from the exercise of share-based payment awards is reflected as a financing activity in the Consolidated Statements of Cash Flows. The tax benefits realized from stock options exercised are included in income tax expense and are reflected in operating cash flows in the period realized. For 2025 and 2024, the Company used $0, respectively, to settle equity instruments granted under share-based payment arrangements. Cash payments made to settle share-based awards are reflected as financing activities in the Consolidated Statements of Cash Flows for the periods presented. Stock-based compensation expense attributable to discontinued operations is excluded from the amounts presented above and is reflected within discontinued operations in the Consolidated Statements of Operations and Comprehensive Loss.

Restricted Stock Units

A summary of RSU activity is presented below:

On November 12, 2025, the Board of Directors approved grants of 312,190 RSUs to officers, employees and a consultant as compensation. The RSUs vest half upon grant and half on January 2, 2026. The Company valued the RSUs based on the stock price at grant which total $5.3 million.

During the year ended December 31, 2025, the Company recognized $2.7 million of stock-based compensation, related to outstanding RSUs. At December 31, 2025, the Company had $2.7 million of unrecognized expenses related to outstanding RSUs.

Stock-based Compensation

The effects of stock-based compensation on the Consolidated Statements of Operations and Comprehensive Loss and Consolidated Balance Sheets are as follows (in thousands):

During the years ended December 31, 2025 and 2024, the Company recognized an income tax benefit of $4.1 million and $0, respectively, related to stock-based compensation expense.

NOTE 16 – STOCKHOLDERS’ (DEFICIT) EQUITY

Reverse Stock Splits

On October 14, 2025, the Company filed a Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock, in a ratio of 1-for-10, effective as of 12:01 a.m. Eastern Standard Time on October 20, 2025 (then “Reverse Stock Split”). Accordingly, each holder of common stock owned fewer shares of common stock as a result of the Reverse Stock Split. However, the Reverse Stock Split affected all holders of common stock uniformly and did not affect any stockholder’s percentage ownership interest in the Company, except to the extent that the Reverse Stock Split resulted in an adjustment to a stockholders’ ownership of common stock due to the treatment of fractional shares in the Reverse Stock Split. Therefore, voting rights and other rights and preferences of the holders of common stock were not affected by the Reverse Stock Split (other than as a result of the treatment of fractional shares, which were repurchased for cash by the Company). Common stock issued pursuant to the Reverse Stock Split remained fully paid and nonassessable, without any change in the par value per share.

No fractional shares were issued as a result of the Reverse Stock Split. Instead, each stockholder received a cash payment equal to the fraction of which such stockholder was otherwise entitled multiplied by the closing price per share of the common stock on the last trading day prior to the Effective Time as reported by Nasdaq (as adjusted to give effect to the Reverse Stock Split). The common stock began trading on a Reverse Stock Split-adjusted basis on The Nasdaq Capital Market on October 20, 2025. No change was made to the trading symbol for the Company’s shares of common stock or public warrants (since expired), “ETHZ” and “ETHZW”, respectively, in connection with the Reverse Stock Split.

In addition, the number of shares of common stock issuable upon exercise of stock options and other equity awards (including shares reserved for issuance under the Company’s equity compensation plans), and the number of shares of common stock issuable upon exercise of warrants were proportionately adjusted, using the 1-for-10 ratio. In addition, the exercise price for each outstanding stock option and warrant was increased in inverse proportion to the 1-for-10 split ratio such that upon an exercise, the aggregate exercise price payable by the optionee or warrant holder to the Company for the shares subject to the option or warrant remained approximately the same as the aggregate exercise price prior to the Reverse Stock Split, subject to the terms of such securities.

On February 16, 2024, at a Special Meeting of the Stockholders of the Company, the stockholders of the Company approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s issued and outstanding shares of the Company’s common stock, par value $0.0001 per share, by a ratio of between one-for-four to one-for-forty, inclusive, with the exact ratio to be set at a whole number to be determined by the Company’s Board of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the amendment and prior to February 16, 2025.

On February 16, 2024, the Company’s Board approved a reverse stock split of the Company’s common stock at a ratio of 1-for-19 (the “2024 Reverse Stock Split” and together with the Reverse Stock Split, the “Reverse Stock Splits”). The 2024 Reverse Stock Split was effective on February 28, 2024 and the shares of the Company’s common stock began trading on Nasdaq on a post-split basis on February 28, 2024.

In addition, the number of shares of common stock issuable upon exercise of stock options and other equity awards (including shares reserved for issuance under the Company’s equity compensation plans), and the number of shares of common stock issuable upon exercise of warrants were proportionately adjusted, using the 1-for-19 ratio. In addition, the exercise price for each outstanding stock option and warrant was increased in inverse proportion to the 1-for-19 split ratio such that upon an exercise, the aggregate exercise price payable by the optionee or warrant holder to the Company for the shares subject to the option or warrant remained approximately the same as the aggregate exercise price prior to the 2024 Reverse Stock Split, subject to the terms of such securities.

The rights and privileges of the holders of shares of common stock are substantially unaffected by the Reverse Stock Splits.

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.

Equity Compensation Awards and Issuances

During the year ended December 31, 2025, the Company granted equity-based compensation awards to officers, directors, employees, and consultants, including restricted stock, restricted stock units, and stock options, pursuant to the Company’s equity incentive plans and related award agreements. Certain awards were subject to time-based vesting and continued service requirements, and in certain cases, vesting was accelerated upon approval by the Board of Directors. The Company recognized stock-based compensation expense related to these awards in accordance with applicable accounting guidance.

Board of Directors Approval of Restricted Stock Awards to Non-Executive Members

On March 7, 2025, the Compensation Committee and the Board approved the grant of 6,500 shares of restricted common stock to each of the current non-executive members of the Board of Directors as long-term compensation which vested to the holders thereof at the rate of ½ of such shares on each of July 1, 2025 and December 31, 2025, subject to continued service with the Company on such vesting dates. The Company also granted 3,000 shares of restricted common stock to an attorney which shall vest to the holder thereof at the rate of ½ of such shares on each of July 1, 2025 and December 31, 2025, subject to continued service with the Company on such vesting dates. Effective June 17, 2025, the Board of Directors of the Company, with the recommendation of the Compensation Committee of the Board of Directors, approved the accelerated vesting of 6,500 shares of Restricted Common Stock held by each of Stephen H. Shoemaker, Dr. Lawrence Steinman and Ryan Smith, each non-executive members of the Board of Directors, which were to vest at the rate of 1/2 of such shares on each of July 1, 2025 and December 31, 2025, subject to such persons continued service to the Company, as well as 3,000 shares of restricted common stock to an attorney which were to vest to the holder thereof at the rate of ½ of such shares on each of July 1, 2025 and December 31, 2025, subject to continued service with the Company on such vesting dates, and provided instead for such shares to vest in full as of June 17, 2025. The Company recognized an aggregate of $0.6 million of stock-based compensation related to these shares during the year ended December 31, 2025.

Board of Directors Approval of Restricted Stock Awards

Effective on June 17, 2025, the Company issued, after recommendation by the Compensation Committee of the Company’s Board of Directors and approval by the Board of Directors, (a)16,758 shares of restricted common stock issued to Jordan Consulting for Blair Jordan, Chief Executive Officer of the Company; (b)817 shares of restricted common stock issued to Eric R. Van Lent, Chief Accounting Officer of the Company; (c)10,218 shares of restricted common stock issued to Ryan Smith, Lead Director; (d)6,744 shares of restricted common stock issued to Stephen H. Shoemaker, director; (e)4,496 shares of common stock issued to Dr. Lawrence Steinman, director; and (f)1,839 shares of common stock issued to the Company’s outside legal counsel, which grants were approved by the Board of Directors effective on June 17, 2025. The Company recognized an aggregate of $0.03 million of stock-based compensation related to these shares during the year ended December 31, 2025.

Board of Directors Adoption of 180 Life Sciences Corp. 2025 Option Incentive Plan

On June 17, 2025, the Board of Directors of the Company, with the recommendation of the Compensation Committee of the Board of Directors, adopted the Company’s 2025 Option Incentive Plan (the “2025 Plan”). Notwithstanding such adoption, in accordance with the rules of the Nasdaq Capital Market, following the date of adoption, but prior to the Shareholder Approval Date (as defined below), (i) no stock options granted thereunder can be exercised, and (ii) if Shareholder Approval (as defined below) is not received, the 2025 Plan is to be unwound, and the outstanding stock options granted thereunder cancelled (the “Nasdaq Pre-Approval Requirements”). As discussed above, the 2025 Plan was approved by the Board of Directors, but has not yet been approved by the Company’s stockholders, in accordance with the rules of The Nasdaq Capital Market, which allow the Company to adopt an equity arrangement and grant options thereunder prior to obtaining stockholder approval, provided that (i) no options can be exercised prior to obtaining stockholder approval, and (ii) the plan can be unwound, and the outstanding options cancelled, if stockholder approval is not obtained. Shareholder approval of the 2025 Plan is to be obtained in accordance with the Company’s Second Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws, each as amended and applicable laws, within twelve (12) months of the date of adoption (the “Shareholder Approval” and the date of such Shareholder Approval, the “Shareholder Approval Date”). Additionally, the grant of incentive stock options under the 2025 Plan is subject to Shareholder Approval. The Plan provides an opportunity for any employee, officer, director or consultant of the Company, subject to the terms of the 2025 Plan (including as discussed above and any limitations provided by federal or state securities laws), to receive (i) incentive stock options (to eligible employees only); or (ii) nonqualified stock options. Incentive stock options granted under the 2025 Plan are intended to qualify as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Nonqualified (non-statutory stock options) granted under the 2025 Plan are not intended to qualify as incentive stock options under the Code.

A total of 100,000 shares of common stock are reserved for awards under the 2025 Plan.

2025 Supplemental Option Plan

On July 29, 2025, the Board of Directors of the Company, with the recommendation of the Compensation Committee of the Board of Directors, adopted the Company’s 2025 Supplemental Option Incentive Plan (the “2025 Supplemental Plan”). Notwithstanding such adoption, in accordance with the rules of The Nasdaq Capital Market, following the date of adoption, but prior to the Shareholder Approval Date (as defined below), (i) no stock options granted thereunder could be exercised, and (ii) if stockholder approval for the 2025 Supplemental Plan was not received, the 2025 Supplemental Plan was to be unwound, and the outstanding stock options granted thereunder cancelled.

The 2025 Supplemental Plan provides an opportunity for any employee, officer, director or consultant of the Company, subject to the terms of the 2025 Supplemental Plan (including as discussed above and any limitations provided by federal or state securities laws), to receive (i) incentive stock options (to eligible employees only); or (ii) nonqualified stock options. Incentive stock options granted under the 2025 Supplemental Plan are intended to qualify as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Nonqualified (non-statutory stock options) granted under the 2025 Supplemental Plan are not intended to qualify as incentive stock options under the Code.

A total of 919,761 shares of common stock are reserved for awards under the 2025 Supplemental Plan.

2025 Supplemental Option Plan Option Grants

Effective July 29, 2025, the Board of Directors of the Company, with the recommendation of the Compensation Committee of the Board of Directors, approved (i) the grant of stock options to purchase 390,898 shares of common stock to Blair Jordan, the then Chief Executive Officer of the Company; (ii) the grant of stock options to purchase 390,898 shares of common stock to Ryan Smith, the Lead Director of the Company; (iii) the grant of stock options to purchase 91,976 shares of common stock to Stephen Shoemaker, a then independent member of the Board of Directors of the Company; and (iv) the grant of stock options to purchase 45,988 shares of common stock to the Company’s outside legal counsel (collectively, the “2025 Supplemental Plan Options”).

The 2025 Supplemental Plan Options were granted under the 2025 Plan and have a term often (10) years, subject in all cases to the terms and conditions of the 2025 Plan and the award agreements entered into to evidence such grants. The 2025 Supplemental Plan Options have an exercise price of $29.20 per share, which was $0.10 above the closing sales price of the Company’s common stock on The Nasdaq Capital Market on July 28, 2025.

Accelerated Vesting of Executive Award

Effective June 17, 2025, the Board of Directors of the Company, with the recommendation of the Compensation Committee of the Board of Directors, approved the accelerated vesting of 16,000 shares of restricted common stock originally issued to Jordan Consulting for Blair Jordan, the Company’s Chief Executive Officer, in February 2025, which were to vest at the rate of 1/2 of such shares on each of January 1, 2026 and December 31, 2026, subject to Mr. Jordan’s continued service to the Company, and instead provided for such shares to vest in full as of June 17, 2025.

Executive Option Grants

Effective June 17, 2025, the Board of Directors of the Company, with the recommendation of the Compensation Committee of the Board of Directors, approved the grant of stock options to certain individuals, including awards to the following named executive officers: (a) Jordan Consulting for Blair Jordan, the Chief Executive Officer of the Company (options to purchase 41,000 shares); and (b) Eric R. Van Lent, the Chief Accounting Officer of the Company (options to purchase 2,500 shares), each in consideration for services rendered and to be rendered to the Company. The options were granted under the 2025 Plan and have a term often years, subject in all cases to the terms and conditions of the 2025 Plan and the award agreements entered into to evidence such grants, and each officer’s continued service with the Company. The options vest at the rate of 1/2 of such options on each of the six and twelve month anniversaries of the grant date. The options have an exercise price of $9.29 per share, the closing sales price of the Company’s common stock on the Nasdaq Capital market on June 17, 2025.

Executive Restricted Stock Awards

Effective on June 17, 2025, the Company issued, after recommendation by the Compensation Committee of the Company’s Board of Directors and approval by the Board of Directors,16,758 shares of restricted common stock to Jordan Consulting for Blair Jordan, Chief Executive Officer of the Company and 817 shares of restricted common stock to Eric R. Van Lent, Chief Accounting Officer of the Company, which vest at the rate of 1/2 of such shares on each of the six and twelve month anniversaries of the grant date, subject to such persons continued service to the Company on the applicable vesting dates. The grants were evidenced by Notice of Restricted Stock Grants and Restricted Stock Grant Agreements entered into between the Company and each recipient. The grants were made under, and subject to the terms of, the Company’s Third Amended and Restated 2022 Omnibus Incentive Plan (the “2022 Plan”).

Accelerated Vesting of Prior Awards

Effective June 17, 2025, the Board of Directors of the Company, with the recommendation of the Compensation Committee of the Board of Directors, approved the accelerated vesting of 6,500 shares of Restricted Common Stock held by each of Stephen H. Shoemaker, Dr. Lawrence Steinman and Ryan Smith, each non-executive members of the Board of Directors, and 3,000 shares of Restricted Common Stock issued to the Company’s outside legal counsel, which were to vest at the rate of 1/2 of such shares on each of July 1, 2025 and December 31, 2025, subject to such persons continued service to the Company and provided instead for such shares to vest in full as of June 17, 2025.* *

Non-Executive Director Option Awards

Effective June 17, 2025, the Board of Directors of the Company, with the recommendation of the Compensation Committee of the Board of Directors, approved the grant of stock options to the non-executive members of the Board of Directors as follows: Ryan Smith, Lead Director, options to purchase 25,500 shares of common stock; Stephen H. Shoemaker, director, options to purchase 16,500 shares of common stock; and Dr. Lawrence Steinman, director, options to purchase 11,000 shares of common stock, each in consideration for services rendered and to be rendered to the Company.

The options were granted under the 2022 Plan and have a term often years, subject in all cases to the terms and conditions of the 2022 Plan and the award agreements entered into to evidence such grants, and each director’s continued service with the Company. The options vest at the rate of 1/2 of such options in each of the six and twelve month anniversaries of the grant date. The options have an exercise price of $9.29 per share, the closing sales price of the Company’s common stock on the Nasdaq Capital market on June 17, 2025.

Attorney Compensation Option Award

Effective on June 17, 2025, the Company issued, after recommendation by the Compensation Committee of the Company’s Board of Directors and approval by the Board of Directors, approved the grant of stock options to purchase 3,500 shares of common stock to the Company’s outside legal counsel, in consideration for services rendered and to be rendered to the Company. The options were granted under the 2025 Plan and have a term often years, subject in all cases to the terms and conditions of the 2025 Plan andthe award agreement entered into to evidence such grant, and the recipient’s continued service with the Company. The options vest at the rate of 1/2 of such options in each of the six and twelve month anniversaries of the grant date. The options have an exercise price of $9.29 per share, the closing sales price of the Company’s common stock on the Nasdaq Capital market on June 17, 2025.

Non-Executive Director Restricted Stock Awards

Effective on June 17, 2025, the Company issued, after recommendation by the Compensation Committee of the Company’s Board of Directors and approval by the Board of Directors,10,218 shares of restricted common stock to Ryan Smith, Lead Director,6,744 shares of restricted common stock to Stephen H. Shoemaker, director, and 4,496 shares of common stock to Dr. Lawrence Steinman, director, which vest at the rate of 1/2 of such shares on each of the six and twelve month anniversaries of the grant date, subject to such persons continued service to the Company on the applicable vesting dates. The grants were evidenced by Notice of Restricted Stock Grants and Restricted Stock Grant Agreements entered into between the Company and each recipient. The grants were made under, and subject to the terms of, the 2022 Plan.

Attorney Compensation Restricted Stock Award

Effective on June 17, 2025, the Company issued, after recommendation by the Compensation Committee of the Company’s Board of Directors and approval by the Board of Directors,1,839 shares of restricted common stock to the Company’s outside legal counsel, which vest at the rate of 1/2 of such shares on each of the six and twelve month anniversaries of the grant date, subject to such person’s continued service to the Company on the applicable vesting dates. The grant was evidenced by a Notice of Restricted Stock Grant and Restricted Stock Grant Agreement entered into between the Company and the recipient. The grant was made under, and subject to the terms of, the 2022 Plan*.*

Accelerated Vesting

On July 29, 2025, the Board, with the recommendation of the Compensation Committee of the Board, Effective on July 11, 2025 and July 12, 2025, the Board of Directors of the Company, approved the accelerated vesting of the shares and options, respectively, granted on June 17, 2025, which vested in full on such dates. The Company recognized additional stock-based compensation of $0.4 million related to the acceleration of vesting.

2025 Supplemental Option Plan Grants

On July 29, 2025, the Board, with the recommendation of the Compensation Committee of the Board, approved (i) the grant of stock options to purchase 390,898 shares of common stock to Blair Jordan, the then Chief Executive Officer of the Company; (ii) the grant of stock options to purchase 390,898 shares of common stock to Ryan Smith, the Lead Director of the Company; (iii) the grant of stock options to purchase 91,976 shares of common stock to Stephen Shoemaker, a then member of the Board; and (iv) the grant of stock options to purchase 45,988 shares of common stock to the Company’s outside legal counsel with an exercise price of $29.20 per share pursuant to the 2025 Supplemental Option Incentive Plan. If stockholder approval for the 2025 Supplemental Plan was not received, the 2025 Supplemental Option Incentive Plan was to be unwound, and the outstanding options cancelled; however, such plan was subsequently approved by stockholders.

2025 Second Supplemental Option Plan Grants

Effective August 8, 2025, the Board of Directors of the Company, with the recommendation of the Compensation Committee of the Board of Directors, approved (i) the grant of stock options to purchase 77,104 shares of common stock to Blair Jordan, the Chief Executive Officer of the Company at such time; (ii) the grant of stock options to purchase 77,104 shares of common stock to Ryan Smith, the Lead Director of the Company; (iii) the grant of stock options to purchase 18,142 shares of common stock to Stephen Shoemaker, a then independent member of the Board; and (iv) the grant of stock options to purchase 9,077 shares of common stock to the Company’s outside legal counsel. The options were granted pursuant to the Company’s 2025 Second Supplemental Option Incentive Plan. The options were granted at an exercise price of $30.10 per share. If stockholder approval is not received, the 2025 Second Supplemental Option Incentive Plan shall be unwound, and the outstanding options cancelled. If stockholder approval for the 2025 Supplemental Plan was not received, the 2025 Supplemental Option Incentive Plan was to be unwound, and the outstanding options cancelled; however, such plan was subsequently approved by stockholders.

RSU Grant

Effective on August 8, 2025, the Board, with the recommendation of the Compensation Committee, approved the grant of 33,333 restricted stock units (“RSUs”) to an employee of the Company, in consideration for services rendered, which vest at the rate of ½ of the RSUs on each of the first and second anniversaries of the grant date, subject to the recipient’s continued service with the Company on such vesting dates. The RSUs were granted under the Company’s 2022 Omnibus Incentive Plan, as amended.

Adoption of the 2025 Omnibus Incentive Plan

On October 7, 2025, the shareholders of the Company voted for the adoption of the 2025 Omnibus Incentive Plan. Pursuant to this plan, on November 12, 2025, the Company granted, after recommendation of the by the Compensation Committee of the Company’s Board of Directors,4,816,685 shares of common stock to officers, directors, employees and a consultant as compensation. The shares vest half upon grant and half on January 2, 2026. The Company issued an aggregate of 3,728,838 shares of restricted common stock, to reflect net vesting for tax withholding purposes which substantially reduces the grant award by the grantees’ effective tax rates as required by law.

Shares Cancelled

On January 30, 2025, the Company cancelled 239 shares previously issued to Tyche Capital LLC.

On June 12, 2025,6,500 shares of common stock previously issued to a former director were forfeited and cancelled in connection with that individual’s resignation.

Shares Issued for Settlement of Liabilities

During the year ended December 31, 2025, the Company issued 75,287 shares of common stock for the settlement of liabilities related to the AmTrust Settlement Agreement, as described in Note 14*– Commitments and Contingencies*.

Shares Issued for Placement Agent Services

In August 2025, the Company issued 90,711 shares of common stock to Clear Street LLC, its placement agent, as consideration for services rendered in connection with the August 2025 convertible debt financing. The shares were issued pursuant to the terms of the placement agent agreement and were not issued upon conversion or settlement of the Convertible Notes.

Conversion of Series B Convertible Preferred Stock

On March 27, 2025, Elray Resources, Inc., the sole holder of the Series B Convertible Preferred Stock of the Company, converted all then 1,000,000 outstanding shares of Series B Convertible Preferred Stock of the Company into 131,800 shares of common stock. See Note 13*– Series B Convertible Preferred Stock*.

Exercise of Stock Options

** **On October 28, 2025, Jordan Consulting for Blair Jordan, the former Chief Executive Officer of the Company, exercised options to purchase 41,000 shares of common stock.

Modification of Stock Option Awards

On September 15, 2025, Stephen H. Shoemaker resigned as a member of the Board of Directors. In connection with his resignation, the Board, with the recommendation of the Compensation Committee of the Board, approved an extension of the expiration date of options to purchase 165,000 shares of common stock at an exercise price of $0.929 per share (the “Options”), which were previously granted to Mr. Shoemaker, and which, absent such extension, would have expired three months after his resignation, to June 17, 2035, the ten year anniversary of the grant date of such Options. The extension was accounted for as an option modification. The incremental value of the option modification of $0.1 million was recorded as an expense.

Warrants

A summary of the common stock underlying the warrants activity (including both liability and equity classified instruments) is presented below (in thousands, except number of shares, exercise price, and years data):

A summary of outstanding and exercisable common stock underlying the warrants is presented below:

On July 27, 2025, Elray Resources, Inc., the holder of warrants to purchase 300,000 shares of Common Stock with an exercise price of $16.80 per share (the “Elray Warrants”), exercised all of such Elray Warrants on a cashless basis and was issued a net of 132,000 shares of Common Stock, after surrendering 168,000 warrant shares to the Company for cancellation in order to pay the aggregate exercise price in connection therewith, based on a fair market value of Common Stock on July 27, 2025, of $30.00 per share.

Securities Purchase Agreement

On July 29, 2025, the Company entered into a securities purchase agreement (the “SPA”) with certain accredited institutional investors (the “Purchasers”) pursuant to which the Company agreed to sell and issue to the Purchasers in a private placement an aggregate of (i)14,288,217 shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), at an offering price of $26.50 per share (the “Stock Purchase Price”), and (ii) $26.499 per pre-funded warrant (collectively, the “Pre-Funded Warrants”) to purchase up to an aggregate of 1,749,585 shares of Common Stock (the “Pre-Funded Warrant Shares”) (together, the “Private Placement”). The SPA provides that no Purchaser, together with its affiliates or anyone acting as a group with such purchaser, may beneficially own in excess of 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of the shares of Common Stock and/or Pre-Funded Warrants to such person on the Closing Date (as defined below). Pursuant to the SPA, the Purchasers could elect to pay the total purchase amount due for their Common Stock and Pre-Funded Warrants, in either cash, ETH (determined by dividing the aggregate purchase price payable, by the spot exchange rate for ETH on the business day immediately preceding the execution of the Purchase Agreement) or any combination thereof. The Company received aggregate ETH holdings of 41,685.60 ETH, with a value under the SPA of $171.3 million. The Company received gross cash proceeds of $253.7 million and paid fees and commissions of $1.7 million which were reflected as costs of capital. The Company also issued 322,643 shares of common stock to the placement agent.

The unfunded exercise price of each Pre-Funded Warrant will equal $0.0001 per underlying Pre-Funded Warrant Share. The exercise price and the number of shares of Common Stock issuable upon exercise of each Pre-Funded Warrant is subject to appropriate adjustment in the event of certain stock dividends, stock splits, stock combinations, or similar events affecting the Common Stock. The Pre-Funded Warrants are exercisable in cash or by means of a cashless exercise and will not expire until the date the Pre-Funded Warrants are fully exercised. The Pre-Funded Warrants may not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof (together with its affiliates or anyone acting as a group with such holder) immediately following such exercise would exceed a specified beneficial ownership limitation; provided, however, that a holder may increase or decrease the beneficial ownership limitation by giving prior written notice to the Company (61 days’ notice for increases), but not to any percentage in excess of 19.99%.

Strategic Advisor Agreements and Warrants

On July 29, 2025, and in connection with the launch of the Company’s digital asset treasury strategy, the Company entered into a Strategic Advisor Agreement with each of Pink Sands Group, LLC, Cyber, Moode LLC, Moon Cat, LLC, Zorba Investments LLC, Purple Poseidon LLC, Tentacle Holdings LLC, PCAO LLC, Johnny Foxtrot LLC and New Island Advisors LLC (collectively, the “Strategic Advisors” and the “Strategic Advisor Agreements”). Pursuant to the Strategic Advisor Agreements, the Strategic Advisors agreed to provide the Company advice from time to time regarding the ETH treasury strategy, including on ETH purchase and staking strategies and such other areas as may be mutually determined by the Strategic Advisor and the Company from time to time (the “Services”). In consideration for agreeing to provide the Services, the Company granted on the same day the Strategic Advisors warrants to purchase an aggregate of 4,557,223 shares of the Company’s Common Stock (the “Strategic Advisor Warrants”). In the event the Company consummates a debt offering within sixty (60) days of the closing of the August 4, 2025 private placement, the Company agreed to grant additional warrants to purchase shares of the Company’s Common Stock to the Strategic Advisors pursuant to the Strategic Advisor Agreements with an exercise price equal to the greater of (i) the conversion price of such Debt Offering and (ii) the minimum price required by Nasdaq at the time of execution of any such Debt Offering plus $1.25.

The Strategic Advisor Agreements include customary restrictions on the use of confidential information, limits of liability of each party, and customary representations and warranties of the parties. The Strategic Advisor Agreements have a term of 30 months, unless otherwise terminated with the mutual agreement of the parties, or by either party, upon the breach of the agreement by the other, and failure to cure within 10 days.

The per share exercise price of each Strategic Advisor Warrant is equal to $27.75, which is $1.25 above the Stock Purchase Price. The exercise price and the number of shares of Common Stock issuable upon exercise of each of the Strategic Advisor Warrants is subject to appropriate adjustment in the event of certain stock dividends, stock splits, stock combinations, or similar events affecting the Common Stock. The Strategic Advisor Warrants are exercisable any time after Closing in cash or by means of a cashless exercise and will not expire until the date the Strategic Advisor Warrants are fully exercised. The Strategic Advisor Warrants may not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof (together with its affiliates or anyone acting as a group with such Strategic Advisor) immediately following such exercise would exceed a specified beneficial ownership limitation; provided, however, that a holder may increase or decrease the beneficial ownership limitation by giving prior written notice to the Company (61 days’ notice for increases), but not to any percentage in excess of 19.99%.

In connection with the September 2025 Convertible Notes, the Company granted additional warrants to purchase an aggregate of 907,111 shares of the Company’s Common Stock (the “Subsequent Strategic Advisor Warrants”). The per share exercise price of each Subsequent Strategic Advisor Warrant is equal to $34.45, which is the Conversion Price of the September 2025 Convertible Notes. The exercise price and the number of shares of Common Stock issuable upon exercise of each of the Subsequent Strategic Advisor Warrants is subject to appropriate adjustment in the event of certain stock dividends, stock splits, stock combinations, or similar events affecting the Common Stock. The Subsequent Strategic Advisor Warrants are exercisable any time in cash or by means of a cashless exercise and will not expire until the date the Subsequent Strategic Advisor Warrants are fully exercised. The Strategic Advisor Warrants may not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof (together with its affiliates or anyone acting as a group with such Strategic Advisor).

The fair value of the Strategic Advisor Warrants and the Subsequent Strategic Advisor Warrants granted during the year ended December 31, 2025 was estimated using the Black-Sholes option pricing model and the following key assumptions range: 1) volatility of 194.3% -194.37% ; 2) an expected term of 10 years; 3) dividend yield of 0%; and 4) a risk-free rate of 4.27% -4.34%. The options had an aggregate fair value of $158.2 million at the grant date which was recognized as stock-based compensation expense for the year ended December 31, 2025.

In connection with the Private Placement and the Strategic Advisor Agreements, the Company, the Purchasers and the Strategic Advisors (collectively, the “Registration Rights Holders”) have entered into a Registration Rights Agreement (the “Registration Rights Agreement”), providing for the registration for resale of the shares of Common Stock sold pursuant to the SPA and upon exercise of the Pre-Funded Warrants, and the shares of Common Stock issuable upon exercise of the Strategic Advisor Warrants (provided that the Placement Shares (defined below), also have the same registration rights as those securities), pursuant to a registration statement to be filed with the SEC no later than thirty (30) calendar days after the closing date of the sale of the September 2025 Convertible Notes, provided that the Company has agreed to use commercially reasonable efforts to effect such filing within fifteen (15) calendar days after the closing date of the sale of the September 2025 Convertible Notes. The Company has agreed to use reasonable best efforts to cause the Registration Statement to be declared effective as promptly as possible, but in no event later than sixty (60) days after the Closing of the Private Placement (which shall be extended by fifteen (15) days if the SEC shall issue more than one comment letter on the Registration Statement), if the SEC shall review the Registration Statement, or within five (5) business days after the Company is notified that the SEC will not review the Registration Statement or has no further comments thereon. The Company has agreed to keep the Registration Statement continuously effective from the date on which the SEC declares the Registration Statement to be effective until (i) the date on which such Registration Rights Holders shall have resold all the registrable securities covered thereby; and (ii) the date on which the registrable securities may be resold by each Registration Rights Holder without registration and without regard to any volume, holding period or manner-of-sale limitations by reason of Rule 144 of the Securities Act, without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect.

Expiration of Public Warrants

On November 6, 2025, the Company’s then outstanding public warrants expired pursuant to their terms.

Sales Agreement

On August 13, 2025, the Company entered into a Sales Agreement (the “Original Sales Agreement”) to sell shares of the Company’s common stock from time to time through Clear Street LLC (“Clear Street”), acting as sales agent, which was amended and restated on August 22, 2025, by the entry into another Sales Agreement between the Company and Clear Street (the “Sales Agreement”). Sales of the common stock made pursuant to the Sales Agreement, if any, will be made under a Registration Statement on Form S-3. Subject to the terms and conditions of the Sales Agreement, Clear Street may sell the shares, if any, only by methods deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act, including without limitation sales made directly through The Nasdaq Capital Market, by means of ordinary brokers’ transactions, in negotiated transactions, to or through a market maker other than on an exchange or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, or at negotiated prices and/or any other method permitted by law. The Company is not obligated to sell, and Clear Street is not obligated to buy or sell, any shares of common stock under the Sales Agreement.

The Sales Agreement provides that Clear Street will be entitled to aggregate compensation for its services of up to 3.0% of the gross sales price per share of all shares sold through Clear Street under the Sales Agreement. The Company has no obligation to sell any shares under the Sales Agreement. In addition, the Company has agreed to reimburse certain legal expenses incurred by Clear Street in connection with execution of the Sales Agreement in an amount up to $0.1 million, in addition to certain ongoing legal expenses. Either party can terminate the Sales Agreement under certain conditions, such as material adverse changes, failure to perform obligations, trading suspensions, or other market or regulatory events. Both the Company and Clear Street can also end the agreement at any time with 10 days’ notice.

No assurance can be given that the Company will sell any shares of common stock under the Distribution Agreement, or, if it does, as to the price or amount of shares of common stock that it sells or the dates when such sales will take place.

During the year ended December 31, 2025, the Company sold an aggregate of 1,305,467 shares of the Company’s common stock under the Sales Agreement for net proceeds of approximately $47.2 million.

Stock Repurchase Program

On August 22, 2025, the Board of Directors of the Company authorized and approved the ATM Program, authorizing a stock repurchase program for up to $250.0 million of the currently outstanding shares of the Company’s common stock. Subject to any future extension in the discretion of the Board of Directors of the Company, the repurchase program is scheduled to expire upon the earliest of (i) June 30, 2026, (ii) when a maximum of $250.0 million of the Company’s common stock has been repurchased, or (iii) when such program is discontinued by the Board of Directors.

Under the stock repurchase program, shares may be repurchased from time to time in the open market or through negotiated transactions at prevailing market rates, or by other means in accordance with federal securities laws, including Rule 10b-18 of the Exchange Act. Repurchases will be made at management’s discretion at prices management considers to be attractive and in the best interests of both the Company and its stockholders, subject to the availability of shares, general market conditions, cost of capital, the trading price of the common stock, alternative uses for capital, and the Company’s financial performance. Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws.

The repurchase program may be suspended, terminated or modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors may also affect the timing and amount of share repurchases. The repurchase program does not obligate the Company to purchase a particular number of, or any, shares. There is no guarantee as to the exact number or value of shares that will be repurchased by the Company, if any.

The repurchase program is expected to be funded using the Company’s working capital and from funds raised in “at-the-market” offerings or other future financings.

During the year ended December 31, 2025, a total of 2,099,471 shares of common stock, for aggregate proceeds of $46.3 million were repurchased by the Company.

NOTE 17 – RELATED PARTIES

The Company enters into transactions with related parties, including its officers, directors, and entities affiliated with such individuals.

Accounts Payable

As of December 31, 2025 and 2024, accounts payable to related parties were $0.02 million and $0.05 million respectively. These primarily relate to amounts due to certain officers and directors for deferred compensation and reimbursable expenses.

Other Related Party Transactions

During the year ended December 31, 2025, the Company entered into additional transactions with related parties, including settlement agreements, consulting and separation arrangements, and equity based compensation awards involving officers, directors, or entities affiliated with such individuals. These transactions are described in further detail in Note 14 –Commitments and Contingencies and Note 16 –Stockholders’ (Deficit) Equity.

NOTE 18 – DISCONTINUED OPERATIONS

During the period presented, the Company executed actions to abandon its pharmaceutical research operations and the Gaming Technology Platform which met the criteria to be classified as discontinued operations in accordance with ASC 205-20.

Termination and Settlement of Research and License Agreements

Research License Terminations

During the fourth quarter of 2025, the Company terminated multiple research and license arrangements related to its pharmaceutical research operations.

On October 29, 2025, the Kennedy Trust for Rheumatology Research (“Kennedy Trust”) provided the Company notice of the termination of a patent license agreement between the Company and the Kennedy Trust in connection with rheumatology research, which termination will become effective on December 29, 2025.

On November 11, 2025, Yissum and the Company terminated the Research and License Agreement dated May 13, 2018 between the Company (formerly 180 Life Sciences Corp./Cannbiorex Pharmaceuticals Corp.). Pursuant to the agreement, Yissum confirmed that it agreed to the discontinuation of all of the Company’s obligations to fund the ongoing patent expenses with respect to the licensed patents and to return of licensed technology.

Assignment and Settlement with Oxford University

On November 6, 2025, the Company and CannBioRex Pharma Limited, a company incorporated under the laws of England and Wales and an indirect wholly-owned subsidiary of the Company (“CannBioRex”), entered into an Assignment and Settlement Agreement (the “Oxford Assignment Agreement”) dated November 5, 2025, with the Chancellor, Masters and Scholars of the University of Oxford (“Oxford”) and Oxford University Innovation Limited, a wholly-owned subsidiary of Oxford University (“OUI”). Pursuant to the Agreement, the Company has agreed to (i) terminate a 2013 license agreement between OUI and the Company (then known as 180 Life Sciences Corp.), pursuant to which the Company was granted certain rights under OUI’s patent related to the treatment of Dupuytrens’s Disease (the “OUI Patent”) and the use of clinical data generated by Oxford in clinical trials; (ii) assign all of the Company’s intellectual property rights relating primarily to the treatment of Dupuytrens’s Disease, including a patent relating to the Dupuytren’s Contracture indication (the “Company IP”), to OUI; and (iii) terminate a series of research sponsorship, research support, and studentship agreements between Oxford, the Company, and CannBioRex (collectively, the “Research Agreements”).

The Oxford Assignment Agreement requires the Company to pay Oxford, within seven days after execution, an initial payment of $0.5 million which has been paid, to be applied toward the repayment of $1.7 million in unpaid research fees owed by CannBioRex to Oxford pursuant to the Research Agreements (the “Research Fees”). The payments required under the Oxford Assignment Agreement represent exit or disposal cost obligations related to the Company’s discontinued pharmaceutical research operations. Accordingly, such costs have been included in the results of discontinued operations. Pursuant to the Oxford Assignment Agreement, OUI has agreed to use its commercially reasonable best endeavors to promptly negotiate and finalize (and will not intentionally delay or interfere with) the sale of the OUI Patent and Company IP. If any party acquires ownership or exclusive rights in the Company IP within 36 months of the date of the Agreement, OUI will apply the amount received from such sale, first to the full repayment of the balance of the Research Fees to Oxford, and thereafter fifty percent of the remaining net revenues to the Company, up to a maximum net revenue share of $5.0 million.

The Oxford Assignment Agreement includes a mutual release and settlement of claims, customary representations of each of the parties, and mutual confidentiality provisions. In addition, the Company has agreed to indemnify OUI and Oxford against any third party claims against them by the Company’s shareholders or by Glenn Larsen (former chief executive officer of the Company’s subsidiary, 180 Therapeutics L.P.) arising from the Oxford Assignment Agreement, the termination of the License Agreement and Research Agreements, or the assignment of the Company IP to OUI.

These terminations and settlement arrangements relate solely to the Company’s discontinued operations and are reflected in the summarized financial information presented above.

Expected Manner and Status of Disposal

As of December 31, 2025, the Company abandoned its pharmaceutical research operations. The abandonment was effected through the Assignment and Settlement with Oxford University, pursuant to which the Company terminated all license and research agreements related to the operations and assigned all related intellectual property rights. Following these actions, the Company no longer has the ability or intent to derive economic benefit from these operations.

With respect to the Gaming Technology Platform, the Company does not intend to sell the related assets to a third party. During the year ended December 31, 2025, management determined that the related intangible assets were not recoverable based on expected future cash flows and impaired the Gaming Technology Platform intangible assets in full. The Company determined that the Gaming Technology Platform will be disposed of other than by sale, in this case through abandonment. In accordance with ASC 205-20, the Gaming Technology Platform was considered held and used until the date of abandonment. As of December 31, 2025, the Company abandoned the Gaming Technology Platform, as evidenced by the termination of all related activities and the full impairment of the related intangible assets. Any potential proceeds from a future sale of the discontinued operations are not reflected in the financial statements.

Continuing Involvement

The Company does not have any significant continuing involvement or material contingent liabilities with the discontinued operations, other than activities necessary to market the assets for potential sale.

Financial Information of Discontinued Operations

Summarized balance sheet information of discontinued operations is below (in thousands):

The statements of operations of discontinued operations are summarized below (in thousands):

NOTE 19 – SUBSEQUENT EVENTS

The Company evaluated subsequent events that occurred after the balance sheet date through the date the financial statements were issued.

Aircraft Engine Purchase Agreement

On January 17, 2026, the Company, through a newly formed wholly owned subsidiary, acquired two CFM56-7B24 aircraft engines (together with related records and equipment) from an unaffiliated seller pursuant to an Engine Sale and Purchase Agreement. The engines were acquired for an aggregate purchase price of $12.2 million in cash, subject to certain adjustments. The engines are subject to lease arrangements that were assigned to the Company as part of the acquisition, and the Company entered into a servicing agreement with an affiliate of the seller to manage the engines during the lease term, in exchange for a monthly fee.

Zippy Manufactured Home Loan Portfolio Acquisition

On January 30, 2026, the Company, through its wholly owned subsidiary, ETHZilla Modular Mortgage LLC, acquired 95 manufactured and modular home loans (together with the related first-lien mortgages) from Zippy Manufactured Home Credit Fund I L.P. pursuant to a Loan Purchase Agreement, for an aggregate purchase price of $4.7 million in cash (equal to 104% of the outstanding principal balance as of January 29, 2026). The loans are serviced by Zippy Loans, LLC, an affiliate of the seller, and the Company currently intends to tokenize the loans into a manufactured home loan token and make it available on Liquidity.io.

Eurus Aero Token I Offering

On February 12, 2026, ETHZilla Aerospace LLC launched a private offering of up to approximately $11.7 million in profit participation interests issued as cryptographic digital tokens on the Arbitrum Ethereum Layer 2 network. The Aero Tokens provide holders with contractual rights to pro rata distributions from the net cash flows generated by two CFM56-7B24 aircraft engines. Payments are derived from monthly lease collections and, upon a liquidity event, proceeds from the sale of the engines. The obligations are secured by collateral that includes the engines, related lease receivables, reserves, and insurance proceeds.

Change in Company Name

On February 24, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation, as amended, to effect a change of its name from “ETHZilla Corporation” to “Forum Markets, Incorporated.” Effective March 2, 2026, the Company’s common stock began trading on The Nasdaq Capital Market under the ticker symbol “FRMM,” replacing the ticker symbol “ETHZ.”

ETHZilla Auto Loans Revolving Warehouse Credit Facility

On March 5, 2026, ETHZilla Auto Loans LLC (“ETHZilla Auto Loans”), a wholly owned subsidiary, entered into a Warehouse Facility Agreement, dated as of March 3, 2026 (the “WFA”), with Anchored Finance, LLC, a Connecticut limited liability company (“Anchored Finance”), pursuant to which ETHZilla Auto Loans, as lender, agreed to provide Anchored Finance, as borrower, with a revolving warehouse credit facility (the “Warehouse Facility”) in an initial commitment amount of up to $10.0 million. The Warehouse Facility is intended to provide interim financing for eligible auto loan receivables originated through Automatic USA, an automated auto finance platform partnered with Karus, Inc., an artificial intelligence-driven credit analytics platform in which Forum holds approximately a 20% equity interest. The auto loan receivables financed under the Warehouse Facility may be originated through the Automatic USA platform, pending such auto loan receivables’ sale or other disposition. The WFA has an initial term of 12 months from the closing date and automatically renews for successive six-month periods unless either party provides at least 60 days’ prior written notice of non-renewal. Advances under the Warehouse Facility are subject to a borrowing base tied to the value and eligibility of the underlying auto loan receivables. As security for its obligations, Anchored Finance has granted ETHZilla Auto Loans a continuing first-priority security interest in the receivables financed under the Warehouse Facility and all related collateral. As of the date of this filing, no advances have been made.

Sales of ETH

Between January 1, 2026 and March 31, 2026, the Company sold approximately 57,359 ETH for an aggregate of $114.5 million, at an average price of $1,997 per ETH. As of March 31, 2026, the Company held approximately 12,441 ETH on its balance sheet which is collateral on crypto collateralized loan.

Common Stock Transactions

Subsequent to December 31, 2025 the Company sold 1,335,766 shares of common stock under the Sales Agreement for net proceeds after fees of approximately $5.2 million at an average price of $3.87 per share. The Company also cancelled 34,886 shares of common stock related to tax withholdings on common stock awards.