Streamex Corp.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
STEX$0.34-8.6%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as part of this report:
| (1) | Financial Statements |
The following financial statements are included herein:
| Report of Independent Registered Public Accounting Firm (CBIZ CPAs P.C. PCAOB ID 199) | F-2 |
|---|---|
| Report of Independent Registered Public Accounting Firm (Marcum LLP PCAOB ID 688) | F-3 |
| Consolidated Balance Sheets as of December 31, 2025, and 2024 | F-5 |
| Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025, and 2024 | F-6 |
| Consolidated Statement of Changes in Stockholders’ Equity (Deficit) 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 | F-9 |
| (2) | Exhibits |
| Exhibit No. | Description |
| 2.1 | Share Purchase Agreement, dated as of May 23, 2025, by and among the Company, Streamex Exchange Corporation, BST Sub ULC, 1540875 B.C. Ltd., the shareholders of Streamex Exchange Corporation, and 1540873 B.C. Ltd., as trustee (incorporated by reference to Exhibit 2.1 to the Form 8-K filed with the SEC on May 27, 2025) |
| 2.2 | First Amendment to Share Purchase Agreement dated May 27, 2025 by and between the Company, Streamex Exchange Corporation, BST Sub ULC, and 1540875 B.C. Ltd. (incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the SEC on May 30, 2025) |
| 3.1 | Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form S-1 filed on July 22, 2013) |
| 3.2 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.2 to the Form S-1 filed on July 22, 2013) |
| 3.3 | Certificate of Second Amendment to the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.3 to the Form S-1 filed on July 22, 2013) |
| 3.4 | Certificate of Third Amendment to the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.5 to the Form S-1/A filed on January 21, 2014) |
| 3.5 | Certificate of Fourth Amendment to the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.6 to the Form S-1/A filed on March 28, 2014) |
| 3.6 | Certificate of Fifth Amendment to the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on August 21, 2014) |
| 3.7 | Certificate of Sixth Amendment to the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on November 25, 2016) |
| 3.8 | Certificate of Seventh Amendment to the Amended and Restated Certificate of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on September 10, 2018) |
| 3.9 | Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on November 9, 2017) |
| 3.10 | Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on February 16, 2018) |
| 3.11 | Certificate of Designations of Series F Junior Participating Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on July 17, 2020) |
| 3.12 | Amended and Restated Bylaws of the Company (incorporated by reference to the Exhibit 3.1 to the Form 8-K filed on September 27, 2019) |
| 3.13 | Amendment No. 1 to Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on October 22, 2019) |
| 3.14 | Amendment No. 2 to Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on December 28, 2022) |
| 3.15 | Amendment No. 3 to the Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on November 8, 2023) |
| 3.16 | Certificate of Eighth Amendment to the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on January 31, 2024) |
| 3.17 | Form of Certificate of Designation of Special Voting Stock of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on May 27, 2025) |
| 3.18 | Certificate of Ninth Amendment to the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on September 5, 2025) |
| 3.19 | Certificate of Tenth Amendment to the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on September 11, 2025) |
| 3.20 | Certificate of Eleventh Amendment to the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on November 19, 2025) |
| 4.1* | Description of Securities. |
| 4.2 | Form of Underwriter Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on July 6, 2021) |
| 4.3 | Form of Underwriter Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on June 29, 2022) |
| 4.4 | Form of Common Stock Purchase Warrant dated December 27, 2022 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on December 28, 2022) |
| 4.5 | Form of Common Stock Purchase Warrant dated January 13, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on January 17, 2023) |
| 4.6 | Form of Laidlaw Warrant dated January 13, 2023 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on February 8, 2023) |
| 4.7 | Form of Common Stock Purchase Warrant dated January 24, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on January 24, 2023) |
| 4.8 | Form of Laidlaw Warrant dated January 24, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on February 7, 2023) |
| 4.9 | Form of Common Stock Purchase Warrant dated January 26, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on January 26, 2023) |
| 4.10 | Form of Common Stock Purchase Warrant dated February 8, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on February 8, 2023) |
| 4.11 | Form of Laidlaw Warrant dated February 8, 2023 (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on February 8, 2023) |
| 4.12 | Form of Common Stock Purchase Warrant dated February 13, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on February 13, 2023) |
| 4.13 | Form of Laidlaw Warrant dated March 16, 2023 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on March 15, 2023) |
| 4.14 | Form of Common Stock Purchase Warrant dated March 16, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 15, 2023) |
| 4.15 | Form of Laidlaw Warrant dated March 29, 2023 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on March 29, 2023) |
| 4.16 | Form of Common Stock Purchase Warrant dated March 29, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 29, 2023) |
| 4.17 | Form of Common Stock Purchase Warrant dated April 21, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on April 21, 2023) |
| 4.18 | Form of Laidlaw Warrant dated April 21 2023 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on April 21, 2023) |
| 4.19 | Form of Laidlaw Warrant dated May 22, 2023 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on May 22, 2023) |
| 4.20 | Form of Common Stock Purchase Warrant dated July 31, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on July 31, 2023) |
| 4.21 | Form of Laidlaw Warrant dated July 31, 2023 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on July 31, 2023) |
| 4.22 | Form of Common Stock Purchase Warrant dated September 12, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on September 12, 2023) |
| 4.23 | Form of Laidlaw Warrant dated September 12, 2023 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on September 12, 2023) |
| 4.24 | Form of Common Stock Purchase Warrant dated September 27, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on September 27, 2023) |
| 4.25 | Form of Laidlaw Warrant dated September 27, 2023 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on September 27, 2023) |
| 4.26 | Form of Common Stock Purchase Warrant dated October 16, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on October 16, 2023) |
| 4.27 | Form of Laidlaw Warrant dated October 16, 2023 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on October 16, 2023) |
| 4.28 | Form of Placement Agent Warrant dated November 13, 2023 (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on November 13, 2023) |
| 4.29 | Form of Common Stock Purchase Warrant dated January 12, 2024 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on January 12, 2024) |
| 4.30 | Form of Common Stock Purchase Warrant dated May 7, 2024 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on May 7, 2024) |
| 4.31 | Form of Common Stock Purchase Warrant dated March 5, 2025 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 5, 2025) |
| 4.32 | Form of Note, dated March 7, 2024 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 12, 2024) |
| 4.33 | Common Stock Purchase Warrant of the Company, dated November 20, 2019, issued to Mayo Foundation for Medical Education and Research (EP Software Warrant) |
| 4.34 | Common Stock Purchase Warrant of the Company, dated November 20, 2019, issued to Mayo Foundation for Medical Education and Research (Tools Warrant) |
| 4.35 | Common Stock Purchase Warrant of ViralClear Pharmaceuticals, Inc., dated November 20, 2019, issued to Mayo Clinic Ventures |
| 10.1 | Form of Securities Purchase Agreement dated as of January 12, 2024 by and between the Company and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 12, 2024) |
| 10.2 | Securities Purchase Agreement dated May 1, 2024 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 7, 2024) |
| 10.3 | Form of Securities Purchase Agreement dated May 30, 2024 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 30, 2024 |
| 10.4+ | Executive Employment Agreement, dated September 11, 2024, by and between the Company and Anthony Amato (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on September 13, 2024) |
| 10.5+ | Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on September 13, 2024) |
| 10.6+ | Form of Stock Option Agreement (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on September 13, 2024) |
| 10.7 | At The Market Offering Agreement, dated December 18, 2024, by and between the Company and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on December 18, 2024) |
| 10.8 | Equity Subscription Agreement, dated February 28, 2025, between the Company and Lind Global Fund III, LP (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on March 3, 2025) |
| 10.9 | Form of Securities Purchase Agreement dated as of March 5, 2025, by and between the Company and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on March 5, 2025) |
| 10.10 | Form of Voting Agreement between the Company and a certain stockholders (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on May 27, 2025) |
| 10.12 | Form of Exchange Rights Agreement between the Company, BST Sub ULC, 1540875 B.C. Ltd., and 1540873 B.C. Ltd. (incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the SEC on May 27, 2025) |
| 10.13 | Form of Support Agreement between the Company, BST Sub ULC, 1540875 B.C. Ltd., and 1540873 B.C. Ltd. (incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the SEC on May 27, 2025) |
| 10.14+ | First Amendment to Executive Employment Agreement between the Company and Anthony Amato (incorporated by reference to Exhibit 10.4 to the Form 8-K filed with the SEC on May 27, 2025) |
| 10.15+ | Form of Letter Agreement between the Company and Anthony Amato (incorporated by reference to Exhibit 10.5 to the Form 8-K filed with the SEC on May 27, 2025) |
| 10.16 | Form of Finder Agreement between the Company and certain finders (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on May 30, 2025) |
| 10.17 | Form of Lock-up Letter Agreement (incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the SEC on May 30, 2025) |
| 10.18 | Standby Equity Purchase Agreement dated as of July 7, 2025, between the Company and YA II PN, Ltd. (incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the SEC on July 9, 2025) |
| 10.19 | Amendment to Secured Convertible Debenture Purchase Agreement, dated as of August 13, 2025, between the Company and YA II PN, Ltd. (incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the SEC on August 13, 2025) |
| 10.20 | Underwriting Agreement, dated as of August 13, 2025, by and among the Company, Clear Street LLC and Needham & Company. (incorporated by reference to Exhibit 1.1 to the Form 8-K filed with the SEC on August 15, 2025) |
| 10.21+ | Incentive Plan Amendment (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on September 5, 2025) |
| 10.22 | Tokenized Yield Partnership Agreement, dated as of September 8, 2025, between the Company and Monetary Metals & Co. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on September 8, 2025) |
| 10.23 | Form of Convertible Debenture (incorporated by reference to Exhibit 4.1 to the Form 8-K filed with the SEC on October 29, 2025) |
| 10.24 | Amendment No. 2 to Secured Convertible Debenture Purchase Agreement, dated as of October 28, 2025, between the Company and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on October 29, 2025) |
| 10.25 | Secured Convertible Debenture, issued to YA II PN, Ltd., dated November 4, 2025 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed with the SEC on November 6, 2025) |
| 10.26 | Amendment No. 3 to Secured Convertible Debenture Purchase Agreement, dated as of November 4, 2025, between the Company and YA II PN, Ltd. (incorporated by reference to Exhibit 4.1 to the Form 8-K filed with the SEC on November 6, 2025) |
| 10.27 | Guaranty and Security Agreement, dated as of November 4, 2025, between Company, YA II PN, Ltd., and certain other persons thereto from time to time as Grantors (incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the SEC on November 6, 2025) |
| 10.28 | Canadian Guaranty and Security Agreement, dated as of November 4, 2025, between Company, YA II PN, Ltd., and certain other persons thereto from time to time as Grantors (incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the SEC on November 6, 2025) |
| 10.29 | Registration Rights Agreement, dated as of November 4, 2025, by and between Company and YA II PN, Ltd. (incorporated by reference to Exhibit 10.4 to the Form 8-K filed with the SEC on November 6, 2025) |
| 10.30 | Form of Lock-up Agreement (incorporated by reference to Exhibit 10.5 to the Form 8-K filed with the SEC on November 6, 2025) |
| 10.31+ | Offer Letter to Kevin Gopaul, dated November 17, 2025 (incorporated by reference to Exhibit 10.5 to the Form 8-K filed with the SEC on November 6, 2025) |
| 10.32+ | Employment Agreement between Streamex Corp. and Karl Henry McPhie, dated November 18, 2025 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on November 19, 2025) |
| 10.33+ | Employment Agreement between Streamex Corp. and Ferdinand Groenewald, dated November 18, 2025 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the SEC on November 19, 2025) |
| 10.34+ | Employment Agreement between Streamex Corp. and Ferdinand Groenewald, dated November 18, 2025 (incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the SEC on November 19, 2025) |
| 10.35+ | Chairman of the Board Agreement between Streamex Corp., dated November 18, 2025 (incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the SEC on November 19, 2025) |
| 10.36 | Share Purchase Agreement dated December 11, 2025 between Streamex Corp and Terra Capital Natural Resources Fund Pty Ltd. (incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the SEC on December 16, 2025) |
| 10.37 | Underwriting Agreement, dated as of August 13, 2025, by and among the Company and Needham & Company (incorporated by reference to Exhibit 1.1 to the Form 8-K filed with the SEC on January 27, 2026) |
| 10.38+ | Offer Letter to Anthony Marciano, dated February 3, 2026 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on February 9, 2026). |
| 10.39+ | Offer Letter to Shawn Matthews, dated March 3, 2026 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on March 6, 2026). |
| 16.1 | Letter from Marcum LLP dated April 30, 2025 (incorporated by reference to Exhibit 16 to the Form 8-K filed with the SEC on April 30, 2025) |
| 19.1 | Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Form 10-K filed with the SEC on April 15, 2025) |
| 21.1* | Subsidiary List |
| 23.1* | Consent of CBIZ CPAs P.C. |
| 23.3* | Consent of Marcum LLP |
| 31.1* | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1** | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2** | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1 | Compensation Recovery Policy adopted November 6, 2023 (incorporated by reference to Exhibit 97 to our 10-K filed on April 16, 2024) |
| 101 INS* | Inline XBRL Instance Document |
| 101 SCH* | Inline XBRL Taxonomy Extension Schema Document |
| 101 CAL* | Inline XBRL Taxonomy Calculation Linkbase Document |
| 101 LAB* | Inline XBRL Taxonomy Labels Linkbase Document |
| 101 PRE* | Inline XBRL Taxonomy Presentation Linkbase Document |
| 101 DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
- Filed herewith.
** Furnished herewith.
- Indicates a management contract or compensatory plan.
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