StableX Technologies, Inc.
For the period ended Dec 31, 2025. Filed Mar 30, 2026.
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FY2025 · Filed Mar 30, 2026
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| StableX Technologies, INC. | ||
| Dated: March 30, 2026 | By: | /s/ Joshua Silverman |
|---|---|---|
| Joshua Silverman | ||
| Executive Chairman | ||
| (Principal Executive Officer) | ||
| Dated: March 30, 2026 | By: | /s/ Joseph Ramelli |
| Joseph Ramelli | ||
| Chief Financial Officer | ||
| (Principal Financial Officer and Principal Accounting Officer) | ||
Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated below.
| Name | Title | Date |
|---|---|---|
| /s/ Joshua Silverman | Executive Chairman | March 30, 2026 |
| Joshua Silverman | (Principal Executive Officer) | |
| /s/ Sebastian Giordano | Director | March 30, 2026 |
| Sebastian Giordano | ||
| /s/ Zvi Joseph | Director | March 30, 2026 |
| Zvi Joseph | ||
| /s/ Greg Schiffman | Director | March 30, 2026 |
| Greg Schiffman | ||
| /s/ Wayne R. Walker | Director | March 30, 2026 |
| Wayne R. Walker | ||
Table of Contents
| Page | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID#3523) Stephano Slack LLC – covers year ended December 31, 2025 | F-2 |
|---|---|
| Report of Independent Registered Public Accounting Firm (PCAOB ID#688) Marcum LLP – covers year ended December 31, 2024 | F-4 |
| CONSOLIDATED FINANCIAL STATEMENTS: | |
| Consolidated Balance Sheets as of December 31, 2025 and 2024 | F-5 |
| Consolidated Statements of Operations For the Years Ended December 31, 2025 and 2024 | F-6 |
| Consolidated Statements of Changes in Mezzanine Equity and Stockholders’ Equity For the Years Ended December 31, 2025 and 2024 | F-7 |
| Consolidated Statements of Cash Flows For the Years Ended December 31, 2025 and 2024 | F-8 |
| Notes to Consolidated Financial Statements For the Years Ended December 31, 2025 and 2024 | F-9 |
To the Board of Directors and Stockholders of
StableX Technologies, Inc. and Subsidiary
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheet of StableX, Technologies, Inc. and subsidiary (the “Company”) as of December 31, 2025 and the related consolidated statements of operations, changes in mezzanine and stockholders’ equity, and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt About the Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has experienced a net loss and negative cash flows from operations for the year ended December 31, 2025, which raises substantial doubt about their ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.
Valuation of Series H-7 Preferred Stock and Embedded Derivative
As discussed in Note 7 to the consolidated financial statements, on August 7, 2023, the Company sold 22,000 shares of Series H-7 Convertible Preferred Stock (“SeriesH-7 Preferred Stock”), with various embedded features. The Preferred Stock was determined to be more akin to a debt-like host than an equity-like host. The Company concluded that the embedded features were not clearly and closely related to the debt host instrument and thus were deemed to be bifurcated embedded derivatives (“Embedded Derivative”). The Embedded Derivative liabilities are measured at fair value at inception and then are required to be re-measured and reported at fair value at each reporting period. Management’s estimate of the Embedded Derivative liabilities as of December 31, 2025 was $ - .
Management estimates the fair value of the Series H-7 Preferred Stock and Embedded Derivative liabilities using a Monte Carlo simulation model that incorporates significant assumptions, including the fair value of the Company’s common stock, equity volatility, probability of default, discount rates, and contractual terms such as conversion features and settlement provisions. The valuation also utilizes a “with-and-without” method to isolate the value of the embedded derivative. Given the complexity of the valuation model and the significant judgment required in selecting and evaluating key assumptions, we determined that the valuation of the Series H-7 Preferred Stock and Embedded Derivative is a critical audit matter.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included the following:
| ● | With the involvement of our fair value specialists, we evaluated the appropriateness of the Monte Carlo simulation model and the application of the “with-and-without” methodology. |
| ● | We evaluated the reasonableness of significant assumptions, including equity volatility, probability of default, discount rates, and other key inputs. |
| ● | We tested the completeness and accuracy of the underlying data used in the valuation, including contractual terms of the instrument. |
| ● | We developed an independent estimate of fair value for comparison to management’s estimate and evaluated any significant differences. |
| ● | For remeasurement periods, we evaluated management’s historical accuracy in estimating fair value. |
Valuation of Series I Preferred Stock and Embedded Derivative
As discussed in Note 7 to the consolidated financial statements, on August 4, 2025, the Company sold 7,000 shares of Series I Convertible Preferred Stock (“Series I Preferred Stock”), which includes various embedded features. The Preferred Stock was determined to be more akin to a debt-like host than an equity-like host. The Company concluded that certain embedded features were not clearly and closely related to the debt host instrument and therefore were required to be bifurcated as embedded derivatives (the “Embedded Derivative”). The Embedded Derivative is measured at fair value at inception and remeasured at fair value at each reporting period. Management estimated the fair value of the Embedded Derivative liability to be $24,000 at inception and $19,000 at December 31, 2025.
Management estimates the fair value of the Series I Preferred Stock and Embedded Derivative using a probability-weighted expected return methodology that considers multiple potential settlement scenarios, including a maturity scenario and a liquidation event scenario. The valuation incorporates significant assumptions, including probability of liquidation, expected future cash flows, discount rates reflective of the instrument’s credit risk, equity volatility, and the value of the holder’s optional conversion feature, which is estimated using an option pricing model. Given the judgment involved in selecting the valuation methodology, developing probability-weighted scenarios, and determining key assumptions, we determined that the valuation of the Series I Preferred Stock and Embedded Derivative is a critical audit matter.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included the following:
| ● | With the involvement of our fair value specialists, we evaluated the appropriateness of the valuation methodology, including the use of a probability-weighted expected return approach and option pricing techniques. |
| ● | We evaluated the reasonableness of significant assumptions, including probability of liquidation, discount rates, expected cash flows, and volatility. |
| ● | We tested the completeness and accuracy of the underlying data used in the valuation, including contractual terms of the Series I Preferred Stock. |
| ● | We developed an independent estimate of fair value for comparison to management’s estimate and evaluated any significant differences. |
| ● | We evaluated the mathematical accuracy of the model and its consistency with with the Company’s accounting policies and fair value measurement framework. |
/s/Stephano Slack LLC
We have served as the Company’s auditor since 2025.
Wayne, Pennsylvania
March 30, 2026
To the Stockholders and Board of Directors of
StableX Technologies, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of StableX Technologies, Inc. (the “Company”) as of December 31, 2024, the related consolidated statements of operations, changes in mezzanine equity and stockholders’ equity and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, based on our audit, the financial statements present fairly, in all material respects, the financial position of the Company as ofDecember 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph – Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Marcum LLP
Marcum LLP
We have served as the Company’s auditor from 2020 to 2025.
New York, NY
**March 31, 2025 (except for the Reverse Stock Split effective as of June 26, 2025 described in Note 1 , as to which the date is March 30, 2026)
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