TaoWeave, Inc.
For the period ended Mar 31, 2026. Filed May 15, 2026.
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Mar 31, 2026 · Filed May 15, 2026
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Notes to unaudited Condensed Consolidated Financial Statements
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three Months Ended March 31, 2026
Note1 - Business Description and Significant Accounting Policies
Business Description
TaoWeave, Inc. ("TaoWeave" or the "Company") was formed as a Delaware corporation in* May 2000.*
TaoWeave is focused on the Bittensor ecosystem, a decentralized, open-source protocol that coordinates the development and deployment of artificial intelligence (“AI”) models. The Company's principal asset is TAO, Bittensor’s native cryptocurrency, which the Company accumulates and stakes on the Bittensor network to generate yield in the form of additional TAO tokens. The Company's goal is to provide public-market investors with economic exposure to the Bittensor ecosystem. The Company also operates legacy businesses centered around its patented Mezzanine™ product line and managed services for video collaboration and network solutions.
Basis of Presentation
The Company’s fiscal year ends on* December 31of each calendar year. The accompanying interim Condensed Consolidated Financial Statements are unaudited and have been prepared on substantially the same basis as the Company's annual Consolidated Financial Statements for the fiscal year ended December 31, 2025*. In the opinion of the Company’s management, these interim Condensed Consolidated Financial Statements reflect all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of the Company's financial position, results of operations, and cash flows for the periods presented. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates.
The* December 31, 2025* Condensed Consolidated Balance Sheet data in this document was derived from audited consolidated financial statements. The Condensed Consolidated Financial Statements and notes included in this quarterly report on Form10-Q donot include all disclosures required by U.S. generally accepted accounting principles and should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended* December 31, 2025*, and notes thereto included in the Company’s fiscal2025 Annual Report on Form10-K, filed with the Securities and Exchange Commission (“SEC”) on* March 20, 2026* (the “2025 Annual Report”).
The results of operations and cash flows for the interim periods included in these Condensed Consolidated Financial Statements arenot necessarily indicative of the results to be expected for any future period or the entire fiscal year.
Principles of Consolidation
The Condensed Consolidated Financial Statements include the accounts of TaoWeave and the Company's 100%-owned subsidiaries (i) GP Communications, LLC (“GP Communications”), whose business function is to provide interstate telecommunications services for regulatory purposes, and (ii) Oblong Industries, Inc. All inter-company balances and transactions have been eliminated in consolidation. The U.S. Dollar is the functional currency for all subsidiaries.
Cash and Cash Equivalents
As of* March 31, 2026*, the Company's total cash balance of $2,130,000 is available. Of this balance, $500,000 was held in short-term certificates of deposit with MidFirst Bank. As of* December 31, 2025*, the Company's total cash balance of $2,258,000 was available, with $500,000 held in short-term certificates of deposit with MidFirst Bank. The Company considers highly liquid investments with original maturities ofthree months or less to be cash equivalents.
Stock-Based Expense
In* June 2025,the Company granted warrants to an advisor related to digital assets.**See Note6* - Capital Stock for further information.** The total stock-based cost of these warrants is $335,000, which will be expensed ratably over thetwelve-month original life of the contract and vesting period of the warrants. During thethree months ended* March 31, 2026*, $84,000 was recorded as stock-based advisory fees in general and administrative expense. During the year ended* December 31, 2025*, $168,000 was recorded as stock-based advisory fees in general and administrative expense, and as of* March 31, 2026*, $83,000 of expense remains to be recognized through* June 2026.*
Segments
The Company currently operates inthree segments: (1) "Digital Assets", which represents the business surrounding the Company's treasury activity with Bittensor, (2) “Managed Services”, which represents the business surrounding managed services for video collaboration and network solutions, and (3) “Collaboration Products”, which represents the business surrounding the Company's Mezzanine™ product offerings.**See Note9 - Segment Reporting **for further discussion.
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Use of Estimates
Preparation of the Condensed Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from the estimates made. The Company continually evaluates the reasonableness of estimates used in the preparation of the Company's consolidated financial statements. Appropriate adjustments, if any, to the estimates used are made prospectively based upon such periodic evaluation. The significant areas of estimation include determining estimated credit losses, the inputs used to determine the fair value of equity-based awards, and the fair value of digital assets.
Significant Accounting Policies
The significant accounting policies used in the preparation of these Condensed Consolidated Financial Statements are disclosed in the Company's2025 Annual Report and there have beenno changes to the Company’s significant accounting policies during thethree months ended* March 31, 2026*.
Recently Issued Accounting Pronouncements
In* November 2024,the FASB issued ASUNo.* 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic220-40) Disaggregation of Income Statement Expenses, which requires public business entities to disclose additional information about certain expenses in the notes to the financial statements. This guidance is effective for annual reporting periods beginning after* December 15, 2026,and interim reporting periods beginning after December 15, 2027.*Early adoption is permitted. The Company is evaluating the impact of adopting this new accounting guidance on its Consolidated Financial Statements.
Note2 - Liquidity
As of* March 31, 2026*, the Company had $2,130,000 in cash and cash equivalents, $7,209,000 in digital assets, and working capital of $8,723,000. For thethree months ended* March 31, 2026*, the Company recorded net income of $1,697,000, investing activities provided $522,000 in net cash, and the Company used net cash of $650,000 in operating activities.
The Company believes its existing cash and cash equivalents, and the fair value of its TAO tokens (if converted to cash), will be sufficient to fund the Company's operations and meet the Company's working capital requirements for at least the nexttwelve months from the date of this Report.
Note3 - Digital Assets
The Company's Cryptocurrency Asset Strategy
The Company's current primary activity is accumulating and staking TAO, and the Company allocates substantial portions of its available cash to purchase TAO with the goal of maximizing TAO holdings per outstanding common share. As of* March 31, 2026*, and* December 31, 2025*, approximately 72% and 66% of the Company's total assets (including cash) were held in TAO, respectively. The Company intends to continue allocating substantial portions of its excess cash to TAO without a formal cap on the percentage of assets invested in TAO.
The Company doesnot hedge its TAO exposure and doesnot hold any other digital assets. All TAO is staked as soon as trade settlement permits, and the Company currently spreads staking across both BitGo Trust Company, Inc. ("BitGo") and the Kraken exchange ("Kraken", and together with BitGo, the "TAO Custodians").
Digital assets are measured at their fair market value using the last close price of the day in the UTC time zone at the end of each reporting period. The unrealized gains and losses resulting from remeasurement of digital assets are recorded in other income on the Condensed Consolidated Statement of Operations. The following table summarizes the Company's digital asset holdings as of* March 31, 2026* (in thousands except for tokens):
| As of March 31, 2026 | |||
|---|---|---|---|
| Asset | Tokens | Fair Market Value | Unrealized Gain |
| Staked TAO | 23,556.88 | $7,209 | $2,198 |
| Un-staked TAO | — | — | — |
| 23,556.88 | $7,209 | $2,198 | |
The Company recorded an unrealized gain of $2,198,000 for thethree months ended* March 31, 2026*. As of* March 31, 2026*, the fair value of the Company's digital assets was $7,209,000.
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The Company's Staking Program
As holders of TAO tokens, the Company can stake any amount of the liquidity it holds to a validator. The Company stakes substantially all of its TAO through its TAO Custodians, who delegate the Company's tokens to validators on the Bittensor network. Also known as “delegation”, staking supports validators because their total stake in the subnet, including stake delegated to them by others, determines their consensus power and their share of emissions. In exchange for the Company's staked TAO supporting a validator’s operations, the Company receives a proportional share of the TAO rewards earned by that validator, net of the validator’s commission (commonly referred to as the validator’s “take”). Rewards are calculated in proportion to the Company's staked digital assets relative to the total staked by all delegators to the node at that time, and distributed directly to the Company's digital wallets in the validator node's native token (TAO) by the network as part of its consensus mechanism. The Company records these rewards as revenue in its Condensed Consolidated Statement of Operations.
As of* March 31, 2026*, and* December 31, 2025*, all of the Company's TAO token holdings were staked. The Bittensor protocol doesnot impose lock-up periods or unbonding delays; as of* March 31, 2026*, all of the Company's staked TAO could be unstaked and transferred without protocol-enforced waiting periods. The Company doesnot currently engage in direct subnet mining or validation, but* may*explore such activities in the future.
During thethree months ended* March 31, 2026*, the Company earned approximately 348.44 TAO Tokens through staking, representing approximately $86,000 in revenue. Staking yields are variable and depend on several factors, including validator performance, total network stake, and the dynamics of the specific subnets to which the Company's TAO is delegated. The following table summarizes the Company's staking rewards for thethree months ended* March 31, 2026,and2025* (in thousands except for tokens):
| For the Three Months Ended March 31, | ||||
|---|---|---|---|---|
| 2026 | 2025 | |||
| Asset | Token Rewards | Revenue ($USD) | Token Rewards | Revenue ($USD) |
| TAO | 348.44 | $86 | — | $— |
The Company's cost of revenue for digital assets consists of custodian fees and advisor fees on its staked digital assets. For thethree months ended* March 31, 2026*, the Company recorded cost of revenue of $6,000 related to digital asset staking, resulting in a gross profit of $80,000, or 93%. The following table summarizes the Company's cost of revenue for thethree months ended* March 31, 2026,and2025* (in thousands):
| For the Three Months Ended March 31, | ||||
|---|---|---|---|---|
| 2026 | 2025 | |||
| Cost | Fees TAO Tokens | Fees $ USD | Fees TAO Tokens | Fees $ USD |
| Cash Transaction Fees | — | $2 | — | $— |
| Advisory fees related to staking | — | 4 | — | — |
| — | $6 | — | $— | |
During thethree months ended* March 31, 2026*, the Company didnot purchase any TAO tokens and sold 1,457 tokens for cash proceeds of $522,000. The Company recognized a realized gain on this sale of $52,000, which is recorded in other income on the Condensed Consolidated Statement of Operations.
The following table summarizes disposition activity for thethree months ended* March 31, 2026* (in thousands except for tokens):
| Asset | Tokens Sold | Proceeds $USD | Cost $USD | Realized Gain |
|---|---|---|---|---|
| TAO | 1,457.00 | $522 | 470 | $52 |
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The following table summarizes the Company's digital asset activity for the year ended* December 31, 2025*, and thethree months ended* March 31, 2026*. The fair value is presented as of* March 31, 2026* (in thousands except for tokens):
| TAO Tokens | $USD | |
|---|---|---|
| Digital asset balance on December 31, 2024 | — | $— |
| TAO Token Purchases | 24,127.62 | 8,736 |
| TAO Staking Rewards | 543.96 | 186 |
| Non-Cash Fees | (6.14) | (8) |
| Unrealized Gains on Fair Value Remeasurement | — | (3,519) |
| Digital asset balance on December 31, 2025 | 24,665.44 | 5,395 |
| TAO Staking Rewards | 348.44 | 86 |
| TAO Token Sales | (1,457.00) | (470) |
| Unrealized Gain on Fair Value Remeasurement | — | 2,198 |
| Digital asset balance on March 31, 2026 | 23,556.88 | $7,209 |
Note4 - Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):
| March 31, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| Prepaid expenses | $170 | $204 |
| Prepaid insurance | 290 | 121 |
| Other current assets | 15 | 58 |
| Prepaid software licenses | 25 | 41 |
| Prepaid expenses and other current assets | $500 | $424 |
As of* March 31, 2026,and December 31, 2025,*the Company's Digital Assets segment had $83,000 and $168,000 in prepaid expenses, respectively. These prepaid expenses were related to unamortized stock-based advisor expenses.
As of* March 31, 2026,and December 31, 2025,*the Company's Managed Services segment had $15,000 in prepaid expenses. These prepaid expenses primarily consisted of software licenses.
As of* March 31, 2026,and December 31, 2025,*the Company's Collaboration Products segment had $6,000 and $7,000 in prepaid expenses, respectively. These prepaid expenses primarily consisted of software licenses.
As of* March 31, 2026,and December 31, 2025,the Company's unallocated prepaid expenses were $396,000 and $234,000, respectively. These prepaid expenses were primarily attributable to insurance and software licenses. As of March 31, 2026,the amount also included expenses related to the filing of a registration statement, and as of March 31, 2025,*the amount also included personnel expenses due to the timing of payroll.
Note5 - Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
| March 31, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| Compensation costs | $431 | $324 |
| Customer deposits | — | 95 |
| Professional fees | 126 | 79 |
| Taxes and regulatory fees | 214 | 367 |
| Accrued rent | 170 | 170 |
| Accrued dividends on Series F Preferred Stock | 26 | 22 |
| Other accrued expenses and liabilities | 6 | 4 |
| Accrued expenses and other liabilities | $973 | $1,061 |
As of* March 31, 2026*, and* December 31, 2025*, the Company's Digital Assets segment had accrued expenses of $19,000 and $21,000, respectively. These expenses were related to advisory fees.
As of* March 31, 2026*, and* December 31, 2025*, the Company's Managed Services segment had accrued expenses and other current liabilities of $7,000 and $11,000, respectively. These expenses consisted primarily of accrued taxes and regulatory fees.
As of* March 31, 2026*, and* December 31, 2025*, accrued expenses and other current liabilities for the Company's Collaboration Products segment were $170,000 and $269,000, respectively. These amounts primarily consisted of rent expenses and customer deposits.
Unallocated accrued expenses were $777,000 and $760,000 as of* March 31, 2026*, and* December 31, 2025*, respectively. Unallocated accrued expenses consisted primarily of compensation expenses, professional service expenses, accrued dividends, and corporate franchise taxes.
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Note6 - Capital Stock
Common Stock
The Company’s common stock, par value $0.0001 per share ("Common Stock"), is listed on the Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “TWAV.” As of* March 31, 2026*, we had 150,000,000 shares of the Company's Common Stock authorized, with 3,327,399 and 3,327,210 shares issued and outstanding, respectively.
On* April 17, 2025,the Company’s Board of Directors authorized a stock repurchase program (the “Stock Repurchase Program”) granting the Company authority to repurchase up to $500,000 of the Company’s Common Stock. The Stock Repurchase Program hasno* expiration date. As of the filing of this Report, the Company hasnot repurchased any shares of Common Stock and has $500,000 remaining under the Stock Repurchase Program.
Common Stock activity for the year ended* December 31, 2025*, is presented below. During thethree months ended* March 31, 2025*,10,000 shares of the Company's Common Stock were issued related to the exercise of 10,000 Common Warrants. There wasno Common Stock activity during thethree months ended* March 31, 2026.*Subsequent to the date of this report,128,939 shares of the Company's Common Stock were issued related to the exercise of Pre-Funded Warrants. See below for further details on the exercises.
| Issued Shares as of December 31, 2024 | 1,144,926 |
|---|---|
| Issuances from Common Warrant exercises | 521,725 |
| Issuances from Preferred Stock conversions | 257,617 |
| Issuances from Pre-Funded Warrant exercises | 1,403,131 |
| Issued Shares as of December 31, 2025 | 3,327,399 |
| Issued Shares as of March 31, 2026 | 3,327,399 |
| Less Treasury Shares: | (189) |
| Outstanding Shares as of March 31, 2026 | 3,327,210 |
Common Stock Warrants
Common Warrants
On* March 30, 2023,the Company entered into a Securities Purchase Agreement (the“2023* Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company issued and sold, in a private placement transaction (the “Private Placement”) (i) shares of the Company’s Series F convertible preferred stock, $0.0001 par value per share (the “Series F Preferred Stock”), (ii) preferred warrants (“Preferred Warrants”) to acquire shares of Series F Preferred Stock (the “Warrant Preferred Shares”) and (iii) common warrants (“Common Warrants”), to acquire shares of Common Stock. The Private Placement closed on* March 31, 2023.*
The Common Warrants have a term offive years from the date that issix months andone day from the date of issuance. Pursuant to the terms of the2023 Purchase Agreement, additional Common Warrants were issued in2024 and2025. The Common Warrants are currently exercisable at $3.41 per share, and a cash fee of 8% of the proceeds is payable to the Placement Agent (defined below) upon exercise. During thethree months ended* March 31, 2025,Common Warrants to purchase 10,000 shares of Common Stock were exercised at $3.41 per share, resulting in gross and net proceeds of $34,000 and $31,000, respectively. There wasno* Common Warrant activity during thethree months ended* March 31, 2026.*
2023 Placement Agent Warrants
In connection with the Private Placement, pursuant to an Engagement Letter dated* March 30, 2023 (the “Engagement Letter”), between the Company and Dawson James Securities Inc. (the “Placement Agent”), the Company agreed to (i) pay the Placement Agent a cash fee equal to 8% of the aggregate gross proceeds raised in the Private Placement, and (ii) grant to the Placement Agent warrants (the “Placement Agent Warrants”) to purchase shares of Common Stock. The Placement Agent Warrants have the same terms and conditions as the Common Warrants issued in the Private Placement. As of March 31, 2026,*no 2023 Placement Agent Warrants had been exercised, and2023 Placement Agent Warrants to purchase up to 153,470 shares of Common Stock are issued and outstanding.
Advisor Warrants
On* June 5, 2025,the Company issued warrants to purchase 100,000 shares of the Company's Common Stock to an Advisor (the "Advisor Warrants"), in connection with the provision of certain treasury advisory services. The Advisor Warrants will vest in equal installments at a rate of1/12th* (8.33%) per month, beginning on thethirty-day anniversary of the issue date, fortwelve months. As of* March 31, 2026,75,000 Advisor Warrants have vested, andno Advisor Warrants have been exercised. The Advisor Warrants expire on June 5, 2028,*and vested warrants are exercisable at a price of $3.77 per share.
Pre-Funded Warrants
On* June 6, 2025,the Company entered into a securities purchase agreement, dated as of June 5, 2025 (the“2025* Purchase Agreement”), pursuant to which the Company issued pre-funded warrants to acquire up to 1,989,392 shares of its Common Stock (the “Pre-Funded Warrants") in exchange for gross and net proceeds to the Company of approximately $7.5 million and $6.9 million, respectively, after deducting placement agent fees of $375,000 and other offering expenses of $237,000 payable by the Company. The exercise price upon exercise of each Pre-Funded Warrant is $0.0001 per share of Common Stock, with an aggregate exercise price of $3.77 per share of Common Stock, of which $3.7699 per share of Common Stock was paid by the holders at the closing on* June 10, 2025.No Pre-Funded Warrants were exercised during thethree months ended March 31, 2026.*
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2025 Placement Agent Warrants
On* June 10, 2025,pursuant to the2025* Purchase Agreement, the Company issued warrants to purchase shares of the Company's Common Stock to the Placement Agent (the*"2025* Placement Agent Warrants"). The2025 Placement Agent Warrants are exercisable immediately upon issuance. The terms of the2025 Placement Agent Warrants are substantially the same as those of the Pre-Funded Warrants, except that the2025 Placement Agent Warrants will expire on* June 10, 2030,and are exercisable at a price of $4.71 per share. As of March 31, 2026,no 2025 Placement Agent Warrants have been exercised, and2025* Placement Agent Warrants to purchase up to 99,470 shares of Common Stock are issued and outstanding.
Outstanding warrants for the Company's Common Stock, as of* March 31, 2026*, are presented below.
| Issue Date and Description | Warrants Outstanding | Exercise Price | Expiration Date |
|---|---|---|---|
| Q1 2023 - Common Warrants | 1,206,049 | $3.41 | Q3 2028 |
| Q1 2023 - Placement Agent Warrants | 153,470 | $3.41 | Q3 2028 |
| Q2 2024 - Common Warrants | 390,959 | $3.41 | Q4 2029 |
| Q2 2025 - Advisor Warrants | 100,000 | $3.77 | Q2 2028 |
| Q2 2025 - 2025 Placement Agent Warrants | 99,470 | $4.71 | Q2 2030 |
| Q2 2025 - Pre-Funded Warrants (1) | 586,261 | $3.77 | Q2 2030 |
| Q3 2025 - Common Warrants | 152,519 | $3.77 | Q3 2030 |
| (1) | The exercise price for the Pre-Funded Warrants was paid upon issuance of the Pre-Funded Warrants. The exercise of the Pre-Funded Warrants will not result in additional proceeds to the Company. |
Common warrant activity for the year ended* December 31, 2025* is presented below. There wasno common warrant activity for thethree months ended* March 31, 2026*.
| Outstanding and Exercisable | ||
|---|---|---|
| Number of Warrants | Weighted Average Exercise Price | |
| Warrants outstanding and exercisable, December 31, 2024 | 2,272,203 | $3.41 |
| Granted | 2,341,381 | $3.81 |
| Exercised | (1,924,856) | $3.67 |
| Warrants outstanding and exercisable, December 31, 2025 | 2,688,728 | $3.57 |
| Warrants outstanding and exercisable, March 31, 2026 | 2,688,728 | $3.57 |
Treasury Shares
The Company maintains treasury stock for the Common Stock shares repurchased when withholding shares to cover taxes on equity award transactions. There wereno treasury stock transactions during thethree months ended* March 31, 2026*, or the year ended* December 31, 2025*.
Note7 - Preferred Stock
The Company Certificate of Incorporation authorizes the issuance of up to 5,000,000 shares of preferred stock. As of* March 31, 2026*, the Company had 42,000 shares of Series F Preferred Stock ("Series F Preferred Shares") authorized and 150 shares issued and outstanding.
Series F Preferred Stock
The terms of the Series F Preferred Stock are as set forth in the Certificate of Designations of Series F Preferred Stock of TaoWeave, Inc. (the “Certificate of Designations”), which was filed and became effective with the Secretary of State of the State of Delaware on* March31,* 2023. The2023 Private Placement closed on* March31,* 2023, in exchange for gross and net proceeds of $6,386,000 and $5,364,000, respectively. The financing fees under the Purchase Agreement totaled $1,022,000.
The Series F Preferred Shares are convertible into fully paid and non-assessable shares of the Company’s Common Stock at the election of the holder at any time at the current conversion price of $3.77 (the "Conversion Price"). The holders of the Series F Preferred Shares* mayalso elect to convert their shares at an alternative conversion price equal to the lower of (i)80% of the applicable Conversion Price as in effect on the date of the conversion, (ii)80% of the closing price on the trading day immediately preceding the delivery of the conversion notice, and (iii) the greater of (a) the Floor Price (as defined in the Certificate of Designations) and (b) the quotient of (x) the sum of thefive* lowest Closing Bid Prices (as defined in the Certificate of Designations) for trading days in the30 consecutive trading day period ending and including the trading day immediately preceding the delivery of the applicable Conversion Notice, divided by (y) five. The Conversion Price is subject to customary adjustments for stock splits, stock dividends, stock combination recapitalization, or other similar transactions involving the Common Stock and subject to price-based adjustment on a full ratchet basis in the event of any issuances of our common stock, or securities convertible, exercisable, or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions).
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Under the Certificate of Designations, shares of the Series F Preferred Shares have an initial stated value of $1,000 per share (the “Stated Value”). The holders of the Series F Preferred Shares are entitled to dividends of 9% per annum, which are payable in arrears quarterly. Accrued dividends* maybe paid, at our option, in cash, and ifnot* paid, shall increase the stated value of the Series F Preferred Shares. Upon the occurrence and during the continuance of a Triggering Event (as defined in the Certificate of Designations), the Series F Preferred Stock will accrue dividends at the rate of 20% per annum (the “Default Rate”). The Series F Preferred Stock hasno voting rights, other than with respect to certain matters affecting the rights of the Series F Preferred Stock. On matters with respect to which the holders of the Series F Preferred Stock have a right to vote, holders of the Series F Preferred Shares will have voting rights on an as-converted basis.
Our ability to settle conversions is subject to certain limitations set forth in the Certificate of Designations. Further, the Certificate of Designations contains a certain beneficial ownership limitation after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Series F Preferred Shares.
The Certificate of Designations includes certain Triggering Events (as defined in the Certificate of Designations), including, among other things, (i) the failure to file and maintain an effective registration statement covering the sale of the holder’s securities registrable pursuant to the registration rights agreement entered into concurrently with the2023 Purchase Agreement, (ii) the failure to pay any amounts due to the holders of the Series F Preferred Shares when due, and (iii) if Peter Holst ceases to be the chief executive officer of the Company other than because of his death, and a qualified replacement, reasonably acceptable to a majority of the holders of the Series F Preferred Shares, isnot appointed withinthirty (30) business days. In connection with a Triggering Event, the Default Rate is triggered. We are subject to certain affirmative and negative covenants regarding the incurrence of indebtedness, acquisition transactions, the existence of liens, the repayment of indebtedness, the payment of cash in respect of dividends (other than dividends pursuant to the Certificate of Designations), maintenance of properties, and the transfer of assets, among other matters.
There wereno Series F Preferred Shares converted to Common Stock during thethree months ended* March 31, 2026,or2025.* As of* March 31, 2026*,150 shares of Series F Preferred Stock and $26,000 of accrued dividends were outstanding.
Series F Preferred Stock transactions are summarized in the table below:
| Series F Preferred Stock Shares | Preferred Stock Dividends | Weighted Average Conversion Price | Common Shares Issued from Conversions | |
|---|---|---|---|---|
| December 31, 2024 Balance | 545 | $29,000 | $11.17 | 641,592 |
| 2025 Issuances | 575 | — | — | |
| 2025 Accrued Dividends | — | 32,000 | — | |
| 2025 Conversions | (970) | (39,000) | $3.77 | 257,617 |
| December 31, 2025 Balance | 150 | 22,000 | $3.77 | 899,209 |
| 2026 Accrued Dividends | — | 4,000 | — | |
| March 31, 2026 Balance | 150 | $26,000 | $3.77 | 899,209 |
Series F Preferred Stock Warrants
The Preferred Warrants are exercisable for Series F Preferred Shares at an exercise price of $975. The exercise price is subject to customary adjustments for stock splits, stock dividends, stock combination recapitalizations, or other similar transactions involving the Common Stock. For each Preferred Warrant exercised, the Investors shall receive Common Warrants to purchase a number of shares of Common Stock equal to 100% of the number of shares of Common Stock the Investors would receive if the Series F Preferred Shares issuable upon exercise of such Warrant were converted at the applicable Conversion Price.
The Preferred Warrants initially were set to expirethree years from the date of issuance, or* March 31, 2026,and are exercisable for cash. On March 31, 2026,the Company and the Preferred Warrant holders agreed to extend the terms of the Preferred Warrants to May 15, 2026.*
No Preferred Warrants were exercised during thethree months ended* March 31, 2026,or2025.* As of* March 31, 2026*,30,527 Preferred Warrants are issued and outstanding.
Note8 - Net Loss Per Share
Basic net income (loss) per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. The weighted-average number of shares of Common Stock outstanding doesnot include any potentially dilutive securities or unvested restricted shares of Common Stock ("Restricted Stock").
Diluted net income per share is computed by giving effect to all potential shares of Common Stock, including stock options, preferred stock, warrants, and unvested Restricted Stock, to the extent they are dilutive. For thethree months ended* March 31, 2026,and2025,* all such Common Stock equivalents have been excluded from diluted net income (loss) per share as the effect would be anti-dilutive.
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The following table sets forth the computation of the Company’s basic and diluted net loss per share (in thousands, except share and per share data):
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Numerator: | ||
| Net income (loss) | $1,697 | $(672) |
| Less: preferred stock dividends | 4 | 12 |
| Net income (loss) attributable to common stockholders | $1,693 | $(684) |
| Denominator: | ||
| Weighted-average number of shares of Common Stock for basic net loss per share | 3,913,471 | 1,151,482 |
| Basic net income (loss) per share | $0.43 | $(0.59) |
| Weighted-average number of shares of Common Stock for diluted net loss per share | 3,913,471 | 1,151,482 |
| Diluted net income (loss) per share | $0.43 | $(0.59) |
The following table represents the potential shares of Common Stock that were excluded from the computation of diluted weighted-average number of shares for thethree months ended* March 31, 2026,and2025,* because including them would have had an anti-dilutive effect:
| As of March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Common stock issuable upon conversion of Series F Preferred Stock (1) | 46,783 | 52,512 |
| Common stock issuable upon conversion of Preferred Warrants (2) | 8,097,347 | 2,784,921 |
| Common stock issuable upon exercise of warrants for Common Stock | 2,102,467 | 2,262,203 |
| (1) | Calculation assumes conversion of the stated value and accrued dividends of the Series F Preferred Stock into Common Stock at a conversion price of $3.77 per share as of March 31, 2026, and a conversion price of $11.17 as of March 31, 2025. |
| (2) | Calculation assumes exercise of the Preferred Warrants for cash into Series F Preferred Stock and subsequent conversion of the Series F Preferred Stock into Common Stock at a conversion price of $3.77 as of March 31, 2026, and a conversion price of $11.17 as of March 31, 2025. |
Note9 - Segment Reporting
The Company currently operates inthree segments: (1) "Digital Assets", which represents the business surrounding the Company's treasury activity with Bittensor, (2) “Managed Services”, which represents the business surrounding managed services for video collaboration and network solutions, and (3) “Collaboration Products”, which represents the business surrounding the Company's Mezzanine™ product offerings.
For thethree months ended* March 31, 2026,and2025,* the CODM for thethree andtwo segments, respectively, was Pete Holst, the Company's President and Chief Executive Officer. Management reviewed the information provided to the CODM and updated the presentation of that information, including Significant Segment Expenses ("SSEs").
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Certain information concerning the Company’s segments for thethree months ended* March 31, 2026*, and2025, is presented in the following tables (in thousands):
| 2026 | 2025 | % Change | |
|---|---|---|---|
| Revenue | |||
| Digital Assets | $86 | $— | 100% |
| Managed Services | 422 | 508 | (17)% |
| Collaboration Products | 199 | 114 | 75% |
| Consolidated | 707 | 622 | 14% |
| Cost of revenues | |||
| Digital Assets | 6 | — | 100% |
| Managed Services | 223 | 371 | (40)% |
| Collaboration Products | 8 | 2 | 300% |
| Consolidated | 237 | 373 | (36)% |
| Gross Margin | |||
| Digital Assets | 80 | — | 100% |
| Managed Services | 199 | 137 | 45% |
| Collaboration Products | 191 | 112 | 71% |
| Consolidated | 470 | 249 | 89% |
| Operating expenses | |||
| Digital Assets (1) | 99 | — | 100% |
| Collaboration Products (2) | 7 | (8) | (188)% |
| Corporate (3) | 923 | 948 | (3)% |
| Consolidated | 1,029 | 940 | 9% |
| Other income (expense), net | |||
| Digital Assets (4) | 2,250 | — | 100% |
| Managed Services (5) | — | (1) | (100)% |
| Corporate (6) | 6 | 27 | (78)% |
| Consolidated | 2,256 | 26 | 8577% |
| Net income (loss) before taxes | 1,697 | (665) | (355)% |
| Income tax expense | — | 7 | 100% |
| Net income (loss) | $1,697 | $(672) | (353)% |
| (1) | Operating expenses related to the Company's Digital Assets segment include cash and stock-based advisory fees. |
| (2) | Operating expenses related to the Company's Collaboration Products Segment include sales and marketing, and other miscellaneous expenses. |
| (3) | Corporate operating expenses include costs that are not specific to a particular segment but are general to the group. These include expenses for administrative, information technology, and accounting staff, general liability and other insurance, professional fees, and similar corporate expenses. |
| (4) | Other income (expense) for the Company's Digital Assets segment includes unrealized gains and (losses) from revaluations of the Company's digital assets. The three months ended March 31, 2026 also includes realized gains on the sale of digital assets. |
| (5) | Other expense for the Company's Managed Services segment includes interest expense. |
| (6) | Unallocated other income in Corporate is primarily related to interest income. |
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The Company’s SSEs for each segment include direct labor costs and segment-based management expenses (collectively, “labor and labor related”), costs to purchase, store, and ship inventory, and inventory impairments (inventory and inventory related), circuit and network cost of revenue, other non-inventory cost of revenue, research and development costs, and bad debt recovery, as these are specific costs regularly provided to the CODM and used to evaluate segment performance. Other segment items include expenses recorded within cost of revenue and operating expenses, which arenot regularly provided to the CODM. The CODM evaluates segment profit each period against historical results, factoring in macroeconomic factors such as the cost of labor and supplies, to assess segment performance.
| Digital Assets | Managed Services | Collaboration Products | Total | |
|---|---|---|---|---|
| Revenue | ||||
| Digital Assets | $86 | $— | $— | $86 |
| Network Services | — | 407 | — | 407 |
| Video Collaboration | — | 13 | 199 | 212 |
| Professional and other services | — | 2 | — | 2 |
| Total revenue | 86 | 422 | 199 | 707 |
| Significant Segment Expenses | ||||
| Labor and labor-related (1) | — | 73 | 7 | 80 |
| Cash digital asset transaction fees | 6 | — | — | 6 |
| Stock-based expense | 84 | — | — | 84 |
| Circuit and network cost of revenue | — | 150 | — | 150 |
| Advisory fees | 15 | — | — | 15 |
| Unrealized gain on digital asset revaluation | (2,198) | — | — | (2,198) |
| Realized gain on disposal of digital assets | (52) | — | — | (52) |
| Other segment items (2) | — | — | 8 | 8 |
| Segment net profit | $2,231 | $199 | $184 | $2,614 |
| Segment net profit margin % | 2594% | 47% | 92% | |
| Unallocated (income) expense | ||||
| Corporate expenses (3) | 923 | |||
| Interest income | (6) | |||
| Income before income tax expense | $1,697 | |||
| Managed Services · Collaboration Products · Total | ||||
|---|---|---|---|---|
| Revenue | ||||
| Network Services | $500 | $ | - | $500 |
| Video Collaboration | 6 | 114 | 120 | |
| Professional and other services | 2 | — | 2 | |
| Total revenue | 508 | 114 | 622 | |
| Significant Segment Expenses | ||||
| Labor and labor-related (1) | 68 | 6 | 74 | |
| Circuit and network cost of revenue | 303 | — | 303 | |
| Bad debt recovery | — | (18) | (18) | |
| Other segment items (2) | 1 | 5 | 6 | |
| Segment profit | $136 | $121 | $257 | |
| Segment profit margin % | 27% | 106% | ||
| Unallocated (income) expense | ||||
| Corporate expenses (3) | 949 | |||
| Interest income | (27) | |||
| Loss before income tax expense | $(665) | |||
| (1) | Includes direct labor costs (including sales and marketing costs), employment taxes, employee benefits, workers’ compensation, and office expenses. |
| (2) | Other segment items include other income and expenses, net, interest expense, certain professional services, and miscellaneous taxes and fees. |
| (3) | Represents general and administrative costs, less the amounts allocated to the segments for labor and benefits, general liability insurance, professional services, property taxes, and interest income. |
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For thethree months ended* March 31, 2026*, and2025,no material revenue was attributable to any individual foreign country. Approximately 1% of foreign revenue is billed in foreign currency, and foreign currency gains and losses arenot material. Revenue by geographic area is allocated as follows (in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Domestic | $432 | $295 |
| Foreign | 275 | 327 |
| $707 | $622 | |
The Company considers a significant customer to beone that comprises more than10% of the Company’s consolidated revenues or accounts receivable. The loss of or a reduction in sales or anticipated sales to the Company's most significant or several of its smaller customers could have a material adverse effect on the Company's business, financial condition, and results of operations.
Concentration of consolidated revenues was as follows:
| Three Months Ended March 31, | |||
|---|---|---|---|
| 2026 · 2025 | |||
| Segment | % of Revenue | % of Revenue | |
| Customer A | Managed Services | 58% | 81% |
| Customer B | Collaboration Products | 12% | 8% |
| Customer C | Collaboration Products | 11% | —% |
Staking rewards on the Company's digital assets made up 12% of the Company's consolidated revenue for thethree months ended* March 31, 2026.*
Concentration of consolidated accounts receivable was as follows:
| As of March 31, | |||
|---|---|---|---|
| 2026 · 2025 | |||
| Segment | % of Accounts Receivable | % of Accounts Receivable | |
| Customer A | Managed Services | 97% | —% |
| Customer B | Collaboration Products | —% | 51% |
| Customer C | Collaboration Products | —% | 42% |
Note10 - Commitments and Contingencies
From time to time, the Company is subject to various legal proceedings arising in the ordinary course of business, including proceedings for which the Company has insurance coverage. As of the date hereof, the Company isnot party to any legal proceedings that it currently believes will have a material adverse effect on the Company's business, financial position, results of operations, or liquidity.
Note11 - Subsequent Events
From* April 1, 2026*through the date of this filing, the Company purchased 1,900 TAO tokens for $506,000, and as of the filing of this report, the Company holds approximately 25,600 TAO Tokens.
From* April 1, 2026*through the date of this filing,128,939 Pre-Funded Warrants were exercised for shares of Common Stock. Nominal proceeds were received by the Company upon exercise of the Pre-Funded Warrants.
On* May 13, 2026,the Company and the holders of the outstanding Preferred Warrants agreed to extend the term of the Preferred Warrants from May 15, 2026to June 30, 2026*effective immediately.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.