Streamex Corp.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

(in thousands, except par value and share amounts)

NOTE 1 –NATURE OF OPERATIONS

Business and organization

Streamex Corp. (formerly known as BioSig Technologies, Inc.) (the “Company”, “we”, “us” and “our”) is a technology company with two principal lines of business: (i) digital infrastructure focused on the tokenization and exchange of real-world assets and other commodity-linked financial products and (ii) biomedical technology focused on advanced signal acquisition and processing solutions in electrophysiology through our PURE EP™ platform. On May 28, 2025, the Company acquired Streamex Exchange Corporation (“Streamex Exchange”), a software development company based in Vancouver, British Columbia. In connection with this strategic expansion, on September 12, 2025, the Company changed its corporate name from BioSig Technologies, Inc. to Streamex Corp., and effective September 12, 2025, the Company’s common stock began trading on The Nasdaq Capital Market under the ticker symbol “STEX” (formerly “BSGM”).

On May 28, 2025, the Company completed the acquisition of Streamex Exchange pursuant to that certain Share Purchase Agreement dated as of May 23, 2025 (as amended on May 27, 2025, the “Share Purchase Agreement”) by and among the Company, BST Sub ULC, an unlimited liability company organized under the laws of the Province of British Columbia and a wholly owned subsidiary of the Company (“ExchangeCo”), 1540875 B.C. Ltd., a British Columbia company and a wholly owned subsidiary of the Company (“Callco”), the shareholders of Streamex Exchange, and 1540873 B.C. Ltd., as trustee (the “Trustee”) under the exchange rights agreement entered into among the Company, ExchangeCo, Callco, and the Trustee (the “Exchange Rights Agreement”).

The Company continues to evaluate opportunities for its subsidiaries ViralClear Pharmaceuticals, Inc. (“ViralClear”) and BioSig AI Sciences, Inc. (“BioSig AI”). ViralClear’s business is currently dormant and ViralClear’s business objectives are being evaluated. BioSig AI’s business operations have currently been placed on hold. As of December 31, 2025 and 2024, the Company held majority interests of approximately 69.7% and 69.08% in ViralClear, respectively. As of December 31, 2025 and 2024, the Company held majority interests of approximately 84.5% in BioSig AI.

NOTE 2 –LIQUIDITY

As of December 31, 2025, we had working capital of approximately $29.1 million and cash of $20.3 million. For the year ended December 31, 2025, we used $10.4 million in operating activities, used $24.3 million in investing activities, and provided $54.9 million from financing activities, primarily from equity offerings and secured convertible debenture issuances, net of issuance costs.

We expect to continue incurring operating losses and negative cash flows until our products, including the Streamex Exchange’s digital asset infrastructure and PURE EP™ Platform initiatives, achieve sustained commercial success. Although the PURE EP™ Platform is commercially available, revenues to date have not been material, and the timing and extent of future revenues remain uncertain. Subsequent to year end, the Company launched GLDY and began accepting subscriptions; however, revenues to date have not been material. We expect to incur additional costs related to software development, regulatory compliance, and strategic partnerships prior to the commencement of any material revenue-generating activities. The timing and extent of any future revenues will depend on, among other things, continued investor adoption of GLDY, completion of development milestones, regulatory considerations, market conditions, and the successful commercialization of the Streamex Exchange platform and related offerings.

Subsequent to year end, the Company strengthened its liquidity position through financing transactions and asset monetization activities and eliminated its outstanding secured debt. In January 2026, the Company completed an underwritten public offering generating net proceeds of approximately $37.2 million. The Company also received approximately $10.1 million from the sale of marketable securities and approximately $26.4 million from the sale of gold assets previously classified as held for sale. In February 2026, following a partial conversion of the secured convertible debentures, the Company repaid the remaining outstanding balance for an aggregate cash payment of approximately $38.9 million, and all related security interests were released. Based on our existing cash, together with proceeds received subsequent to year end, we believe we will have sufficient liquidity to meet our anticipated working capital requirements, capital expenditures, and other liquidity needs for at least the next twelve months from the issuance date of the consolidated financial statements included in this Annual Report on Form 10-K.

NOTE 3 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

We consider the following policies to be beneficial in understanding the judgments that are involved in the preparation of our consolidated financial statements and the uncertainties that could impact our financial condition, results of operations and cash flows.

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of Streamex Corp. and its consolidated subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

The Company consolidates entities in which it has a controlling financial interest, including variable interest entities (“VIEs”) for which the Company is determined to be the primary beneficiary. Noncontrolling interests represent the portion of equity interests in consolidated subsidiaries not attributable to the Company and are reported as a separate component of stockholders’ equity.

Segment Reporting

The Company determines its operating and reportable segments in accordance with ASC 280, Segment Reporting, based on the financial information regularly reviewed by the Chief Operating Decision Maker (“CODM”) for purposes of performance assessment and resource allocation.

As of December 31, 2025, the CODM evaluates the Company’s financial performance and allocates resources on a consolidated basis. The Company manages its operations as one integrated business and does not prepare or review discrete financial information for individual business units or subsidiaries. Accordingly, the Company has concluded that it operates as a single reportable segment.

Management will continue to monitor the CODM’s review practices and internal reporting structure and will update its segment disclosures in future periods if and when discrete financial information is regularly reviewed at a further disaggregated level.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP 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 consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company places its cash with high-credit-quality financial institutions and, at times, balances may exceed federally insured limits. The Company has not experienced losses related to these balances. As of December 31, 2025 and 2024, deposits in excess of FDIC limits were $19.7 million andnil, respectively.

In addition, as of December 31, 2025, the Company held $0.3 million in cash deposits with a Canadian financial institution that are not insured by the FDIC.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable, less allowances for credit losses , reflects the net realizable value of receivables and approximates fair value. When evaluating the adequacy of the allowance for doubtful accounts and the overall probability of collecting on receivables, we analyze historical experience, client credit-worthiness, the age of the trade receivable balances, current economic conditions that may affect a client’s ability to pay and current and projected economic trends and conditions at the balance sheet date.

The allowance for credit losses was $109 and $0 as of December 31, 2025 and 2024, respectively. The Company believes that its reserve is adequate, however results may differ in future periods. For the year ended December 31, 2025 and 2024, bad debt expense totaled $109 and $0, respectively.

Revenue

We account for revenue in accordance with Topic 606, Revenue from Contracts with Customers. We recognize revenue based on the five-step model; (i) identify the contract with the customer; (ii) identify the performance obligation in the contract; (iii) determine the contract price; (iv) allocate the transaction price; and (v) recognize revenue as each performance obligation is satisfied. If we determine that a contract with enforceable rights and obligations does not exist, revenues are deferred until all criteria for an enforceable contract are met.

The Company derived its revenue primarily from the sale of its medical device, the PURE EP™ Platform, as well as related support and maintenance services and software upgrades in connection with the system.

The Company had one customer which accounts for 97.5% of our revenue in the year ended December 31, 2024.

*Restricted Gold Holdings

The Company holds LBMA Good Delivery gold bullion on an allocated, physically segregated basis in Brink’s secure vaults and other secure third-party storage locations. Gold is maintained in a securities account with Gold Bullion International, LLC (“GBI”), which acts as the securities intermediary under UCC Article 8. The gold is pledged as collateral under the Company’s Secured Convertible Debenture Purchase Agreement and related Guaranty and Security Agreement.

Gold is accounted for as a long-lived tangible asset within the scope of ASC 360. Prior to management’s commitment to sell the gold on December 29, 2025, the asset was measured at historical cost, including purchase price and directly attributable costs necessary to bring the asset to its intended condition and location. Upon meeting the held-for-sale criteria in ASC 360 on December 29, 2025, the gold was reclassified as held for sale and measured at the lower of carrying amount or fair value less cost to sell until disposal. Gold is presented as Other Assets held for sale – Restricted Gold in the Consolidated Balance Sheets. Ongoing storage, insurance, and administrative custody costs are expensed as incurred.

Management evaluates impairment under ASC 360-10-35 when triggering events occur. Prior to classification as held for sale, commodity price volatility alone does not constitute an impairment indicator; impairment would be considered only if legal, custodial, regulatory, or contractual events impair the Company’s ability to access or realize economic benefits from the asset. Once classified as held for sale, the gold is carried at the lower of carrying amount or fair value less cost to sell, with any write-downs recognized in earnings and subsequent increases recognized only to the extent of previously recognized losses.

Leases (lessee)

The Company determines if a contractual arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities, and noncurrent operating lease liabilities on the Company’s Consolidated Balance Sheets. The Company evaluates and classifies leases as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option which result in an economic penalty. All the Company’s real estate leases are classified as operating leases. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term.

The lease payments included in the present value are fixed lease payments. As most of the Company’s leases do not provide an implicit rate, the Company estimates its collateralized incremental borrowing rate, based on information available at the commencement date, in determining the present value of lease payments. The Company applies the portfolio approach in applying discount rates to its classes of leases. The operating lease ROU assets include any payments made before the commencement date. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company does not currently have subleases. The Company does not currently have residual value guarantees or restrictive covenants in its leases.

Property and Equipment

Property and equipment are depreciated and stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets or the remaining lease term, whichever is shorter.

The estimated useful lives of property and equipment assets as of December 31, 2025 and 2024 are described below:

The Company evaluates at least annually the recoverability of property and equipment for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. If such review indicates that the carrying amount of property and equipment assets is not recoverable, and the asset’s fair value is less than the carrying amount, an impairment loss is recognized in income from operations.

During the year ended December 31, 2024, the Company re-assessed its carrying amounts of certain property and equipment due to reduced manufacturing of its commercial products and determined that these carrying amounts exceeded the estimated undiscounted future cash flows. Accordingly, the Company recorded a $253 impairment charge to current operations during the year ended December 31, 2024.

Business Acquisition

The Company recognizes and measures identifiable tangible and intangible assets acquired and liabilities assumed as of the acquisition date at fair value. Fair value measurements require extensive use of estimates and assumptions, including estimates of future cash flows to be generated by the acquired assets. The operating results of the acquired business are included in our consolidated financial statements beginning on the date of acquisition. The purchase price is equivalent to the fair value of consideration transferred. Goodwill is recognized for the excess of purchase price over the net fair value of assets acquired and liabilities assumed. Acquisition-related costs are expensed as incurred.

Intangible assets with a definite useful life are recorded at cost and amortized over their estimated useful lives on a straight-line basis. The Company reviews the estimated remaining useful lives of its intangible assets each reporting period and revises those estimates when appropriate. Amortization expense is recorded in depreciation and amortization in the Consolidated Statements of Operations.

The Company evaluates the recoverability of definite-lived intangible assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When such indicators exist, the Company performs a recoverability test by comparing the carrying amount of the asset to the undiscounted future cash flows expected to result from its use and eventual disposition. If the carrying amount exceeds the undiscounted future cash flows, an impairment loss is recognized for the excess of the carrying amount over the asset’s fair value.

Goodwill represents the excess of the cost of an acquired business over the fair value assigned to its net assets. Goodwill is not amortized but is tested for impairment at a reporting unit level on an annual basis or when an event occurs, or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Events or changes in circumstances that may trigger interim impairment reviews include, but not limited to, significant adverse changes in business climate, operating results, planned investments in the reporting unit, or an expectation that the carrying amount may not be recoverable, among other factors.

The Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company determines it is more likely than not that the fair value of the reporting unit is greater than it’s carrying amount, an impairment test is unnecessary. If an impairment test is necessary, the Company will estimate the fair value of its related reporting units. If the carrying value of a reporting unit exceeds its fair value, the goodwill of that reporting unit is determined to be impaired, and the Company will proceed with recording an impairment charge equal to the excess of the carrying value over the related fair value.

During the year ended December 31, 2025, the Company recorded goodwill in connection with a business acquisition. The Company performs its annual goodwill impairment test in the fourth quarter of each fiscal year and evaluates goodwill for impairment more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

In connection with its annual impairment assessment as of December 31, 2025, the Company performed a qualitative goodwill impairment assessment in accordance with ASC 350-20. Management evaluated the totality of relevant events and circumstances, including macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, entity-specific events, and other factors affecting the reporting unit. Based on this assessment, management concluded that it is not more likely than not that the fair value of the Company’s reporting unit was less than its carrying amount as of December 31, 2025. Accordingly, no quantitative goodwill impairment test was required, andno impairment charge was recorded for the year ended December 31, 2025.

Marketable Securities

The Company’s marketable equity securities consist of publicly traded equity securities. These securities are classified within current assets on the Consolidated Balance Sheets because they are available to be converted into cash to fund current operations without restriction. These marketable equity securities are measured at fair value at each reporting date with gains and losses recognized in Other income (expense), net on our Consolidated Statements of Operations.

Warrants

The Company has issued warrants to purchase shares of its common stock in connection with prior equity financings. The Company evaluates its warrants at issuance and at each reporting date to determine whether such instruments should be classified as equity or as liabilities in accordance with ASC 815, Derivatives and Hedging, and ASC 480, Distinguishing Liabilities from Equity.

Warrants that do not meet the criteria for equity classification, including those that contain provisions requiring or permitting net cash settlement, variable settlement outcomes, or adjustments based on inputs other than the Company’s stock price, are classified as derivative liabilities and measured at fair value, with changes in fair value recognized in earnings. Warrants that meet the criteria for equity classification are recorded in additional paid-in capital and are not subsequently remeasured. For an overview of the Company’s derivative financial instruments and related disclosures required by ASC 815, see Note 17, Derivative Financial Instruments and Hedging Activities. Refer to Note 8, Options, Restricted Stock Units and Warrants, for warrant terms, activity, and classification.

Fair Value Measurements

We apply fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. We define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following three-level hierarchy, which prioritizes the inputs used to measure fair value based on the lowest level of input that is available and significant to the fair value measurement:

Level 1- Quoted prices in active markets for identical assets or liabilities.

Level 2- Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3- Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

Derivative Liability

In connection with the acquisition of Streamex Exchange, a Canadian subsidiary of the Company, issued exchangeable shares (the “Exchangeable Shares”) that are exchangeable, on a one for one basis (subject to adjustment), into shares of the Company’s common stock. The Exchangeable Shares provide the holders with economic rights that are substantially similar to the Company’s common stock, including dividend and liquidation rights, and voting rights through a special voting preferred share held by a trustee.

The Company evaluated the Exchangeable Shares under ASC 815, Derivatives and Hedging, including the guidance in ASC 815 40 on contracts indexed to, and potentially settled in, an entity’s own equity. At issuance and through November 4, 2025, the Exchangeable Shares were not eligible for equity classification because the Company’s obligation to deliver shares upon exchange was subject to an exercise contingency related to the NASDAQ 19.99% limitation (as defined below) and related stockholder approval requirements. Specifically, prior to stockholder approval, the number of shares that could be issued upon exchange was limited, and the exchange ratio was subject to adjustment (including a potential increase from 1.00 to 1.25 shares) if stockholder approval was not obtained within a specified period. As a result, the Exchangeable Shares did not qualify for the scope exception in ASC 815-10-15-74 and were classified as a derivative liability.

The derivative liability was initially recognized at fair value on the acquisition date and was subsequently remeasured at fair value through earnings at each reporting date until the exercise contingency was resolved. The fair value measurement prior to stockholder approval utilized valuation techniques with significant unobservable inputs and was therefore classified within Level 3 of the fair value hierarchy.

On November 4, 2025, the Company obtained stockholder approval, which removed the conversion cap and allowed holders to exchange the Exchangeable Shares into the Company’s common stock in accordance with the exchange rights. Upon satisfaction of the stockholder approval condition and removal of the NASDAQ 19.99% limitation, the Exchangeable Shares no longer contained an exercise contingency that precluded equity classification. Accordingly, on November 4, 2025, the Company reclassified the derivative liability associated with the Exchangeable Shares to permanent equity. After reclassification, the Exchangeable Shares are no longer remeasured at fair value through earnings.

Refer to Note 7, Stockholder Equity, for related equity and special voting preferred stock information of the Exchangeable Shares. For additional information regarding the Exchangeable Shares including the acquisition structure and terms, see Note 11, Business Acquisition. For an overview of the Company’s derivative financial instruments and related disclosures required by ASC 815, see Note 17, Derivative Financial Instruments and Hedging Activities. Refer to Note 12, Fair Value Measurements, for additional information regarding the fair value measurement related to the Exchangeable Shares.

Convertible Debentures

The Company accounts for its secured convertible debentures (the “Convertible Debentures”) as debt instruments and records them at amortized cost, net of original issue discount (“OID”), debt issuance costs, and any debt discount resulting from the bifurcation of embedded derivatives.

The Company allocates the proceeds received between (i) the host debt component and (ii) any embedded derivative features that require bifurcation (see “Embedded Derivative Liability” below). The host debt is initially recorded at its allocated amount, with the difference between the principal amount and the initial carrying amount recorded as debt discount including OID, issuance costs, and the bifurcation discount and amortized to interest expense using the effective interest method over the estimated life of the debenture.

The Company accounts for conversions of the Convertible Debentures in accordance with the applicable debt conversion guidance, recognizing the issuance of equity for the carrying amount of the debt extinguished (including any related unamortized discounts and issuance costs associated with the extinguished portion) and derecognizing any related embedded derivative liability associated with the converted portion at its fair value on the conversion date.

The Company accounts for repayments and extinguishments of the Convertible Debentures in accordance with the debt extinguishment guidance. Upon extinguishment, the Company derecognizes the carrying amount of the debt, derecognizes any related embedded derivative liability, records any cash paid including any prepayment premium, and recognizes the resulting gain or loss in earnings.

Embedded Derivative Liability — Bifurcated Conversion Option

The Convertible Debentures contain an embedded conversion option that provides the holder with the right to convert principal and accrued interest into a variable number of the Company’s common shares based on a conversion price that is the lower of (i) a fixed price (subject to a one-time downward reset after registration effectiveness) and (ii) 97% of the lowest daily VWAP over a defined look-back period, subject to a floor price.

The Company evaluates embedded features in its debt instruments under ASC 815 to determine whether such features are required to be bifurcated from the host contract and accounted for as derivatives. The conversion option meets the definition of a derivative and is not clearly and closely related to the host debt because the economic exposure of the conversion feature is primarily linked to the Company’s equity price rather than interest rate risk inherent in a conventional debt host.

In addition, the conversion option does not qualify for the scope exception for certain contracts indexed to, and potentially settled in, an entity’s own equity because the conversion terms are not “fixed-for-fixed” (i.e., the conversion price is variable and may be adjusted based on future VWAP, subject to a floor and other reset provisions). Accordingly, the Company bifurcates the conversion option and records it as an embedded derivative liability measured at fair value, with changes in fair value recognized in earnings each reporting period.

At initial recognition, the embedded derivative liability is recorded at fair value, with an offsetting debt discount recorded as a reduction of the carrying amount of the host debt. This debt discount is amortized to interest expense using the effective interest method over the estimated term of the debenture. For an overview of the Company’s derivative financial instruments and related disclosures required by ASC 815, see Note 17, Derivative Financial Instruments and Hedging Activities. Refer to Note 12, Fair Value Measurements, for additional information regarding the fair value measurement related to the embedded derivative liability. For the terms of the Convertible Debentures and related accounting, see Note 15, Convertible Debentures.

Stock Based Compensation

The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award as measured on the grant date. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. The Company recognizes forfeitures on stock based compensation as they occur.

Research and Development Costs

The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $31 and $0.8 million for the year ended December 31, 2025, and 2024, respectively.

Deferred Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are classified as non-current. Valuation allowances are established against deferred tax assets if it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates or laws is recognized in operations in the period that includes the date of the enactment.

The Company is subject to income taxes in the United States and Canada, and deferred tax assets and liabilities are recorded for temporary differences and carryforwards in the jurisdictions in which they arise, using enacted tax rates applicable in those jurisdictions.

The provision for, or benefit from, income taxes includes deferred taxes resulting from the temporary differences in income for financial and tax purposes using the liability method. Such temporary differences result primarily from the differences in the carrying value of assets and liabilities. Future realization of deferred income tax assets requires sufficient taxable income within the carryback, carryforward period available under tax law. Management evaluates, on a quarterly basis whether, based on all available evidence, it is probable that the deferred income tax assets are realizable. Valuation allowances are established when it is more likely than not that the tax benefit of the deferred tax asset will not be realized. The evaluation, as prescribed by ASC 740-10, includes the consideration of all available evidence, both positive and negative, regarding historical operating results including recent years with reported losses, the estimated timing of future reversals of existing taxable temporary differences, estimated future taxable income exclusive of reversing temporary differences and carryforwards, and potential tax planning strategies which may be employed to prevent an operating loss or tax credit carryforward from expiring unused.

Income Tax Uncertainties

The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on the two-step process prescribed by applicable accounting principles. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires the Company to estimate and measure the tax benefit as the largest amount that is more likely than not being realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as this requires the Company to determine the probability of various possible outcomes. The Company reevaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period. The Company recognizes interest and penalties as incurred in Other income (expense), net in the consolidated statements of operations.

As of December 31, 2025 and 2024, no liabilities were accrued on the consolidated balance sheets related to uncertain tax positions.

During the years ending December 31, 2025 and 2024, the Company hadno changes in unrecognized tax benefits or associated interest and penalties as a result of tax positions made during the current or prior periods with respect to its continuing operations.

The Company files income tax returns in the United States federal jurisdiction, various state jurisdictions, and Canada. The Company is no longer subject to U.S. federal income tax examinations for tax years ended on or before December 31, 2021. State income tax returns are generally subject to examination for periods ranging from three to five years, depending on the jurisdiction. Canadian income tax returns are generally subject to examination for three years following the date of assessment. As of December 31, 2025, the Company is not currently under examination by any U.S. federal, state, or foreign tax authorities.

Foreign Currency Translations and Transactions

The Company translates the financial statements of foreign subsidiaries whose functional currency is the local currency into U.S. dollars in accordance with ASC 830,Foreign Currency Matters. The Company’s functional currency is the U.S. dollar. Assets and liabilities are translated at exchange rates in effect at the balance sheet date, while revenues and expenses are translated at average exchange rates for the reporting period.

Translation adjustments resulting from the conversion of foreign currency financial statements are recorded in “Accumulated Other Comprehensive Income”, a separate component of stockholders’ equity (deficit).

Foreign currency transactions denominated in a currency other than the functional currency are remeasured at the exchange rate in effect on the transaction date. Monetary assets and liabilities are remeasured at period-end exchange rates, and resulting gains or losses are recognized in “Other income (expense), net” in the Consolidated Statements of Operations.

The majority of the Company’s transactions are settled in U.S. dollars. The Company does not currently engage in foreign currency hedging activities.

Concentration of Assets

As of December 31, 2025, the Company’s consolidated assets totaled approximately $187.5 million, of which approximately 38.18% ($71.6 million) were located in the United States and 61.82% ($115.9 million) were located in Canada. The Canadian assets are held through ExchangeCo, a wholly owned subsidiary of the Company, and relate to the Company’s Streamex Exchange business. These assets consist primarily of goodwill and intangible assets ($115.4 million), cash ($343 thousand), sales tax receivable ($51 thousand), amounts due from a related party ($11 thousand), and prepaid expenses and other assets ($165 thousand).

The Company evaluates geographic concentrations in accordance with ASC 275,Risks and Uncertainties, and considers potential exposure to economic, regulatory, and currency-related risks. While the Canadian-based assets represent a significant portion of consolidated assets, they are not currently subject to material operational, legal, or foreign exchange restrictions. Management believes that the Company is not exposed to heightened risk from geographic concentration, given the nature of the assets, the stability of the Canadian jurisdiction, and the strategic alignment of the Streamex Exchange business with the Company’s broader operations.

Comprehensive Loss

Comprehensive loss is comprised of the Company’s consolidated net loss and other comprehensive income (loss). The component of other comprehensive income (loss) consists solely of foreign currency translation adjustments, net of income tax effects.

Net Income (loss) Per Common Share

The Company computes earnings (loss) per share in accordance with Accounting Standards Codification subtopic 260, Earnings Per Share (“ASC 260”). Basic earnings (loss) per common share is computed by dividing net income (loss) attributable to the Company’s common stockholders by the weighted-average number of shares of common stock outstanding during the period, including exchangeable shares that are economically equivalent to the Company’s common stock.

The Company has outstanding exchangeable shares issued by a consolidated subsidiary that are economically equivalent to the Company’s common stock in all material respects, including rights to dividends and participation in earnings, and are exchangeable on a one-for-one basis into shares of the Company’s common stock at the option of the holders. The exchangeable shares are classified within stockholders’ equity and are included in the weighted-average shares outstanding used in the calculation of basic earnings (loss) per common share because these shares participate equally with the Company’s common stock in undistributed net income (loss).

Diluted earnings per common share is computed by giving effect to all potentially dilutive securities and other contracts to issue common stock using the treasury stock method and the if-converted method, as applicable, in accordance with ASC 260. Potentially dilutive securities may include stock options, warrants, restricted stock units, and other equity awards (treasury stock method), as well as the Company’s convertible preferred stock and convertible debt, including the secured convertible debentures (if-converted method). Under the if-converted method, convertible instruments are assumed to have been converted at the beginning of the period (or at issuance, if later), and related preferred dividends and/or interest expense (net of tax), as applicable, are adjusted in the determination of net income available to common stockholders.

In periods in which the Company reports a net loss, basic and diluted loss per share are the same, as the inclusion of stock options, warrants, restricted stock units, convertible preferred stock, convertible debt and other potentially dilutive securities would be antidilutive. Accordingly, such securities are excluded from the computation of diluted loss per share.

Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows:

Recently adopted accounting pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. The Company adopted ASU 2023-09 for the current year and has elected to apply the standard on a prospective basis.

Recently issued accounting pronouncements not yet adopted

In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses” (“ASU 2024-03”). ASU 2024-03 requires disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about an entity’s expenses. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement and disclosures about selling expenses. ASU 2024-03 will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating ASU 2024-03 and does not expect it to have a material effect on the Company’s consolidated financial statements.

In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“VIE”), which provides clarifying guidance on determining the accounting acquirer in certain transactions involving VIEs. The update aims to improve consistency and comparability in financial reporting. The guidance will be effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods. Early adoption is permitted. Upon adoption, the guidance will be applied prospectively. The Company is currently evaluating the provisions of the amendments and the impact on its future financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This standard provides all entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025 and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-05.

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, to modernize the accounting guidance for internal-use software costs. The standard removes all references to software development project stages and instead requires capitalization when (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-06.

NOTE 4 –PROPERTY AND EQUIPMENT

Property and equipment as of December 31, 2025 and 2024 is summarized as follows:

As of December 31, 2025, the Company determined that no events or changes in circumstances existed that would indicate any impairment of its long-lived assets. Accordingly, the Company recordedno impairment charges to current operations during the year ended December 31, 2025. During the year ended December 31, 2024, the Company re-assessed it carrying amounts of certain property and equipment due to reduced manufacturing of its commercial products and determined that these carrying amounts exceeded the estimated undiscounted future cash flows. Impairment charges totaled $253 during the year ended December 31, 2024. The impairment charges are included in impairment of long term assets in the accompanying Consolidated Statements of Operations.

Depreciation expenses were $60 and $169 for the year ended December 31, 2025 and 2024, respectively.

NOTE 5 –GOODWILL AND INTANGIBLE ASSETS

The following table shows the changes in the carrying amount of goodwill for the period:

During the year ended December 31, 2025, the Company evaluated the existence of any indicators of impairment in accordance with ASC 350, Intangibles—Goodwill and Other. Based on the qualitative assessment performed, management concluded that the combination of factors considered did not result in a triggering event requiring a quantitative impairment test. Based on the assessment, there wasno goodwill impairment recognized in the year ended December 31, 2025.

Intangible assets consist of trade name, developed technology, legal and compliance framework, and patents, and are initially recorded at fair value. Long-lived intangible assets are amortized over their estimated useful lives in a method reflecting the pattern in which the economic benefits are consumed or amortized on a straight-line basis if such pattern cannot be reliably determined. In evaluating whether a triggering event occurred during the period, the Company performed a qualitative assessment consistent with the guidance in U.S. GAAP. This assessment considered the totality of events and circumstances and concluded that it is not more likely than not (i.e., less than a 50% likelihood) that the fair value of the reporting unit is below its carrying amount. Based on this assessment, no impairment charges were recorded for the periods presented.

The following summarizes the Company’s intangible assets as of December 31, 2025 and 2024:

Amortization expenses for total intangible assets were approximately $3.5 million and $16 for the years ended December 31, 2025 and 2024, respectively. Amortization expenses for trade name, developed technology, legal and compliance framework and patents was $303, $2,975, $204 and $19, respectively, for the year ended December 31, 2025. Amortization expenses for trade name, developed technology, legal and compliance framework and patents was $0, $0, $0 and $19, respectively, for the year ended December 31, 2024. The weighted-average useful lives of total intangibles, trade name, developed technology, legal and compliance framework and patents were 7.6 years,9.4 years,7.4 years,6.4 years and 13.8 years, respectively, as of December 31, 2025.

Expected future amortization expense of intangible assets as of December 31, 2025, is as follows:

NOTE 6 –ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses as of December 31, 2025 and 2024 consist of the following:

The financing obligation is secured by unearned premiums under the financed policies. As of December 31, 2025, the Company recorded prepaid insurance of approximately $1.26 million and AFCO loan payable of approximately $0.9 million. Prepaid insurance is amortized over the policy term, and the financing liability is reduced as payments are made. Interest expense is recognized using the effective interest method.

NOTE 7 –STOCKHOLDER EQUITY

Preferred stock

The Company is authorized to issue 1,000,000 shares of $0.001 par value preferred stock. As of December 31, 2025 and 2024, the Company has designated 200 shares of Series A preferred stock,600 shares of Series B preferred stock,4,200 shares of Series C Preferred Stock,1,400 shares of Series D Preferred Stock,1,000 shares of Series E Preferred Stock,200,000 shares of Series F Preferred Stock and 1 Special Voting Preferred Stock. As of December 31, 2025 and 2024, there were no issued or outstanding shares of Series A, Series B, Series D, Series E and Series F preferred stock.

Special Voting Preferred Stock

In connection with the issuance of Exchangeable Shares, the Company designated one share of Special Voting Preferred Stock, par value $0.001 per share. One share of Special Voting Preferred Stock was issued and outstanding as of December 31, 2025. No shares of Special Voting Preferred Stock were issued or outstanding as of December 31, 2024.

The Special Voting Preferred Stock was issued to a trustee and does not have any economic rights, including rights to dividends or participation in liquidation, other than a nominal liquidation preference of $1.00. The Special Voting Preferred Stock is not convertible into common stock.

The sole purpose of the Special Voting Preferred Stock is to provide voting rights to holders of Exchangeable Shares on an equivalent basis with holders of the Company’s common stock. The holder of the Special Voting Preferred Stock is entitled to cast a number of votes equal to the aggregate number of votes that the holders of Exchangeable Shares would be entitled to cast if such Exchangeable Shares were exchanged for shares of the Company’s common stock, in accordance with the Exchange Rights Agreement.

The voting rights associated with the Special Voting Preferred Stock terminate automatically upon the exchange or cancellation of all outstanding Exchangeable Shares, at which time the Special Voting Preferred Stock is automatically cancelled for no consideration.

Series C Preferred Stock

Series C Preferred Stock (“Series C”) issued and outstanding totaled 105 shares as of December 31, 2025 and 2024. As of December 31, 2025 and 2024, the Company has accrued $121 and $110 dividends payable on the Series C, respectively. As of December 31, 2025 and 2024, the cumulative dividend per share payable on the Series C was approximately $1,153 and $1,048, respectively.

Each share of Series C is convertible at the holder’s option into shares of common stock at a conversion price of $0.3197 per share, based on the stated value of $1,000 per preferred share. As of December 31, 2025, the outstanding Series C shares were convertible into an aggregate of 370,910 shares of common stock, which includes 42,477 shares issuable for accrued dividends at a conversion rate of $2.8495 per share. The Series C is subject to full ratchet anti-dilution price protection upon issuance of equity or equity-linked securities at an effective price below $0.3197 per share, as well as customary anti-dilution adjustments for stock splits and similar events.

The Series C ranks senior to common stock and all other equity securities with respect to dividends and liquidation. In the event of liquidation, holders are entitled to receive the stated value plus accrued but unpaid dividends and any other amounts due. The Series C becomes redeemable at a premium or subject to an increased dividend rate of 18% upon the occurrence of certain events, including but not limited to:

Common stock

On September 5, 2025, the Company’s shareholders approved an amendment to the Company’s articles of incorporation that increased the amount of common stock authorized for issuance to 500,000,000 with a par value of $0.001 per share.

The Company is authorized to issue 500,000,000 shares of $0.001 par value common stock. As of December 31, 2025 and 2024, the Company had 49,805,275 and 17,239,096 shares issued and outstanding, respectively.

On January 31, 2024, the Company filed a Reverse Stock Split Amendment with the Secretary of State of the State of Delaware, effective February 2, 2024. Pursuant to the Reverse Stock Split Amendment, the Company effected a 1-for-10 reverse stock split of its issued and outstanding shares of common stock. The Company accounted for the reverse stock split on a retrospective basis pursuant to ASC 260, Earnings Per Share. All authorized, issued and outstanding common stock, common stock warrants, stock option awards, exercise prices and per share data have been adjusted in these consolidated financial statements, on a retroactive basis, to reflect the reverse stock split for all periods presented. Authorized common and preferred stock was not adjusted because of the reverse stock split.

On May 2, 2025, the Company cancelled an aggregate of 272,399 shares of its common stock, consisting of 158,096 shares returned by the Company’s former Chief Executive Officer, Kenneth Londoner, and 114,303 shares returned by Endicott Management Partners LLC, an entity affiliated with Mr. Londoner. All cancelled shares were surrendered to the Company and retired, resulting in a reduction to the total number of issued and outstanding shares.

Exchangeable Shares

In connection with the Acquisition, ExchangeCo issued Exchangeable Shares that are exchangeable into the Company’s common stock and include economic rights that are substantially similar to the Company’s common stock, including rights to dividends, liquidation preferences, and voting (via a Special Voting Preferred Stock held by a trustee). Prior to the receipt of stockholder approval, certain rights associated with the Exchangeable Shares were subject to exercise contingencies, including (i) the ability to exchange into more than 19.99% of the Company’s outstanding common stock (the “NASDAQ 19.99% limitation”) and (ii) the receipt of special voting rights. In addition, the Exchange Ratio was subject to adjustment from 1.00 to 1.25 shares of the Company’s common stock for each Exchangeable Share if stockholder approval was not obtained within six months of issuance. These features, taken together, precluded equity classification under ASC 815-40 and resulted in the Exchangeable Shares being initially classified as a derivative liability under ASC 815 and measured at fair value.

For additional information regarding the Exchangeable Shares issued in connection with the Acquisition, see Note 11, Business Acquisition. For related fair value measurement disclosures, including the applicable fair value hierarchy classification, see Note 12, Fair Value Measurements. For an overview of the Company’s derivative financial instruments and related disclosures required by ASC 815, see Note 17, Derivative Financial Instruments and Hedging Activities.

The Exchangeable Shares were initially recognized as a derivative liability at fair value, measured at $105.5 million as of the acquisition date. They were remeasured at fair value through earnings each reporting period for as long as the exercise contingencies—including the NASDAQ 19.99% limitation and the requirement for shareholder approval—remained unresolved. On November 4, 2025 the Company received shareholder approval. As a result, the conversion cap was removed, and Streamex Exchange shareholders may now convert their Exchangeable Shares into the Company’s common stock. Concurrently, the derivative liability associated with the Exchangeable Shares was reclassified to permanent equity.

During the year ended December 31, 2025, certain investors converted exchangeable shares into 1,078,108 shares of common stock. As of December 31, 2025, the Company had 107,991,931 Exchangeable Shares outstanding that are convertible into the same number of the Company’s common stock.

Sale of common stock.

On January 12, 2024, the Company entered into a securities purchase agreement with certain accredited and institutional investors, pursuant to which the Company sold to the investors an aggregate of 260,720 shares of the Company’s common stock and warrants to purchase up to 130,363 shares of common stock, at a purchase price of $3.989 per share and a warrant to purchase one-half of a share. The warrants have an exercise price of $3.364 per share, will become exercisable six months after the date of issuance and will expire five and one-half years following the date of issuance. The gross proceeds from this offering were $1.0 million.

On May 1, 2024, the Company entered into a securities purchase agreement with certain accredited investors, pursuant to which the Company sold to the investors an aggregate of 783,406 shares of the Company’s common stock and warrants to purchase up to 391,703 shares of common stock, at a purchase price of $1.4605 per share and a warrant to purchase one-half of a share. The warrants have an exercise price of $1.398 per share, will become exercisable six months after the date of issuance, and will expire five and one-half years following the date of issuance. The gross proceeds from this offering were approximately $1.1 million, including $635 in cash and $509 representing conversion of the principal balance of and accrued interest on the previously issued related party note payable. The note was not convertible by its terms, but the holder has agreed to convert it into shares of common stock and warrants under the Purchase Agreement.

On May 29, 2024, the Company entered into a securities purchase agreement with certain institutional investors, pursuant to which the Company agreed to sell and issue to the investors (i) in a registered direct offering,1,570,683 shares of Common Stock, par value $0.001 per share of the Company at a price of $1.91 per share and (ii) in a concurrent private placement, common stock purchase warrants to purchase up to an aggregate of 1,570,683 shares of Common Stock, at an exercise price of $1.78 per share of Common Stock. In connections with the Offering, the Company issued 109,948 warrants to its placement agent.

On March 5, 2025, the Company entered into a securities purchase agreement with certain accredited investors pursuant to which the Company sold to the Investors an aggregate of 758,514 shares Common Stock at a purchase price of $1.07974 per share, and warrants to purchase up to 758,514 shares of Common Stock at an exercise price of $0.95474 per share, that will become exercisable six months after the date of issuance and will expire three and one-half years following the date of issuance, in exchange for aggregate consideration of $0.8 million

On August 13, 2025, the Company entered into an underwriting agreement Clear Street LLC and Needham & Company, LLC as underwriters, pursuant to which the Company sold an aggregate of 3,852,149 shares of its common stock at a public offering price of $3.90 per share. The offering closed on August 15, 2025, resulting in gross proceeds of approximately $15.0 million. The Company incurred transaction costs of approximately $1.45 million, including underwriting discounts, commissions, and other offering expenses, resulting in net proceeds of approximately $13.6 million.

Finder’s Fee

As part of the Streamex Exchange acquisition, in December 2025 the Company issued an aggregate of 824,052 shares of common stock to two third-party advisors as finder’s fees, with a total fair value of approximately $4.82 million, which was included in stock-based compensation expense for 2025.

Common Stock Issued for Services

During the year ended December 31, 2025, the Company issued an aggregate of 3,538,762 shares of its common stock to two third-party consultants in exchange for services to be provided over a one-year contractual term. The aggregate grant-date fair value of the common stock issued was approximately $15.9 million.

Of this amount, approximately $869 was recognized as stock-based compensation expense during the year ended December 31, 2025, with the remaining unamortized balance recorded in prepaid expenses and other assets and amortized to stock-based compensation expense over the remaining service period.

ATM Sales Agreement 2024

On December 18, 2024, the Company entered into an At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC, as sales agent or principal (the “Agent”), pursuant to which the Company may offer and sell, from time to time in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), the Company’s common stock, par value $0.001 per share (“common stock”), through or to the Agent (the “ATM Offering”). The Sales Agreement, among other things, provides for the issuance and sale of up to an aggregate of $8.5 million of shares of the Company’s common stock.

The Shares are being offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-276298) and an accompanying prospectus filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on December 28, 2023, as amended on January 5, 2024 and December 9, 2024, and declared effective by the SEC on December 17, 2024 (the “Registration Statement”) and pursuant to a prospectus supplement dated December 18, 2024.

During the year ended December 31, 2025, the Company sold an aggregate of 4,403,166 shares through the Company’s at the market offering agreement for gross proceeds of $4.0 million, or $3.9 million net of fees of $137.

Equity Line of Credit

On February 28, 2025 (the “Effective Date”), the Company entered into a Equity Subscription Agreement (the “Subscription Agreement”) with Lind Global Fund III, LP (the “Investor”). Pursuant to the Subscription Agreement, the Company has the right, but not the obligation, to sell to the Investor from time to time (each such occurrence, an “Advance”) up to $5.0 million (the “Commitment Amount”) of the Company’s common stock, $0.001 par value per share (“Common Stock”), during the 36 months following the execution of the Subscription Agreement, subject to (a) an overall cap of 10,000,000 shares and (b) the restrictions and satisfaction of the conditions set forth in the Subscription Agreement. The Company is under no obligation to sell any of its Common Stock to the Investor under the Subscription Agreement. At the Company’s option, the shares of Common Stock would be purchased by the Investor from time to time at a price (the “Market Price”) equal to 95% of the lowest of the daily VWAPs (as hereinafter defined) during a five (or such other period as the Company and the Investor may agree) consecutive trading day period commencing on the date that the Company delivers a notice to the Investor (an “Advance Notice”) that the Company is requiring the Investor to purchase a specified number of shares of Common Stock (the “Advance Shares”). The Company may also specify a minimum acceptable price per share in each Advance. “VWAP” means, for any trading day, the daily volume weighted average price of the Company’s Common Stock for such trading day on the Nasdaq Stock Market as reported by Bloomberg L.P. The maximum number of shares of Common Stock that the Company may require the Investor to purchase in any Advance is an number equal to 66.667% of the average daily volume of the Common Stock on the Nasdaq Stock Market during the five consecutive trading days immediately preceding the date of the Advance Notice; provided that notwithstanding the foregoing limitation, in any period of 30 consecutive days, the total number of Advance Shares that the Company may sell to the Investor may be up to 0.5% of the quotient of the number of shares of Common Stock outstanding on the date of the Advance divided by the Market Price determined for such Advance.

As consideration for the Investor’s irrevocable commitment (subject to the conditions set forth in the Subscription Agreement) to purchase the Company’s Common Stock up to the Commitment Amount, the Company issued 108,542 shares of Common Stock (the “Commitment Shares”) to the Investor with a grant date fair value of $100. The Company had previously advanced to the Investor $10 to cover certain expenses related to the Subscription Agreement.

The Investor’s obligation to purchase the Company’s shares of Common Stock pursuant to the Subscription Agreement is subject to a number of conditions, including that the Company file a registration statement on Form S-1 or Form S-3 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), registering the issuance and sale of the Commitment Shares and the Advance Shares to be issued and sold pursuant to an Advance under the Securities Act of 1933, as amended (the “Securities Act”), and that the Registration Statement be declared effective by the SEC. The Company has not filed a registration statement on a Form S-1 or Form S-3 as of December 31, 2025.

NOTE 8 –OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS

Streamex Corp.

2023 Long-Term Incentive Plan

Stockholders approved the Third Amendment to the Company’s 2023 Long-Term Incentive Plan on September 5, 2025, increasing the total number of shares authorized for issuance under the plan by 10,359,211 shares, from 4,376,595 shares to 14,735,806 shares.

Stockholders approved the Fourth Amendment to the Company’s 2023 Long-Term Incentive Plan on December 30, 2025, increasing the total number of shares authorized for issuance under the plan by 22,494,324 shares, from 14,735,806 shares to 37,230,130 shares.

As of December 31, 2025, there were 26,247,506 shares available under the 2023 Long-Term Incentive Plan.

Options

Option valuation models require the input of assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from historical stock prices of the Company. The Company estimates the expected life of stock options granted to non-employees based on the contractual term of the options.

For employees, the Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options.

The following table presents information related to stock options as of December 31, 2025:

A summary of the stock option activity and related information for the Plan for the years ended December 31, 2025 and 2024 is as follows:

The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on options with an exercise price less than the stock price of the Company of $3.03 as of December 31, 2025, which would have been received by the option holders had those option holders exercised their options as of that date.

During the year ended December 31, 2024, the Company granted an aggregate of 2,400,000 options to purchase the Company’s common stock at a weighted average exercise price of $0.45 per share for a term often years, with vesting for three years from the date of grant.

During the year ended December 31, 2025, the Company granted an aggregate of 250,000 options to purchase the Company’s common stock at a weighted average exercise price of $0.84 per share for a term often years, with vesting for three years from the date of grant.

Stock based compensation expense related to stock options recognized during the years ended December 31, 2025 and 2024, was $1.1 million and $700, respectively, which is presented within General and administrative expenses in the Consolidated Statements of Operations. As of December 31, 2025, there was no unrecognized compensation expense related to stock options.

On May 23, 2025, in connection with the Company’s acquisition of Streamex Exchange, the Company entered into an amendment to the Executive Employment Agreement with the Company’s former Chief Executive Officer and Chairman of the Board. Pursuant to the amendment, all previously granted equity awards to the former Chief Executive Officer and Chairman of the Board including vested and unvested stock options were accelerated and deemed fully vested and nonforfeitable as of May 28, 2025. In addition, the post-resignation exercise period for all vested options was extended to the later of the original expiration date or 36 months following the transaction closing.

As a result of this modification, the Company recognized incremental stock-based compensation expense of $451 during the year ended December 31, 2025, which is included in the total stock based compensation expense disclosed above. No unrecognized compensation expense remains related to the former Chief Executive Officer’s equity awards as of December 31, 2025.

During the year ended December 31, 2025, the Company granted options to purchase shares of its common stock, which were valued using the Black-Scholes option pricing model. The following assumptions were used to calculate the fair value of the options granted during the years ended December 31, 2025, and 2024:

Warrants

The following table summarizes information with respect to outstanding warrants to purchase common stock of Streamex Corp. as of December 31, 2025:

On October 17, 2024, the Company’s board of directors agreed to amend the existing 391,703 warrants that were issued under the Securities Purchase Agreement dated May 1, 2024 with an exercise price of $1.398. Per the amendment the Company agreed to reduce the exercise price of the warrants to $0.30. The Company recognized $15,102 modification expense related to the modifications during the year ended December 31, 2024. During the year ended December 31, 2024, the Company issued 42,833 shares of its common stock upon cashless exercise of warrants to purchase an aggregate of 51,352 shares of common stock, pursuant to the formula set forth in such warrants.

During the year ended December 31, 2024, the Company issued warrants to purchase an aggregate of 2,202,697 shares of its common stock to investors at an average exercise price of $2.00 per share.

During the year ended December 31, 2025, the Company issued warrants to purchase an aggregate of 758,514 shares of its common stock to investors at an exercise price of $0.9547 per share.

During the year ended December 31, 2025, the Company issued 1,644,743 shares of its common stock upon cashless exercise of 2,357,377 warrants to purchase shares of common stock, pursuant to the formula set forth in such warrants.

Fundamental Transaction cash settlement and repurchase of warrants

Certain of the Company’s outstanding common stock purchase warrants contain provisions that, upon the occurrence of a board-approved “Fundamental Transaction” (as defined in the applicable warrant agreements), provide the holder with the right to require the Company (or a successor entity) to repurchase the warrant for cash equal to its Black-Scholes value.

Upon the occurrence of such Fundamental Transaction and the cash-settlement feature becoming operative, the affected warrants no longer meet the criteria for equity classification under ASC 815-40 and are reclassified to liability-classified derivative instruments and measured at fair value, with subsequent changes in fair value recognized in earnings through settlement.

In connection with the Streamex Exchange transaction, which constituted a Fundamental Transaction, all holders of the affected warrants that remained outstanding at the time of the Fundamental Transaction elected cash settlement, and the Company repurchased an aggregate of 678,778 warrants for approximately $8.0 million in cash during the fourth quarter of 2025. For an overview of the Company’s derivative financial instruments and related disclosures required by ASC 815, see Note 17, Derivative Financial Instruments and Hedging Activities.

A summary of the warrant activity for the years ended December 31, 2025 and 2024 is as follows:

The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on warrants with an exercise price less than the company’s stock price of $3.03 as of December 31, 2025, which would have been received by the warrant holders had those warrants holders exercised their warrants as of that date.

Restricted Stock Units and Restricted Stock Awards

Restricted stock units (“RSUs”) represent the right to receive shares of the Company’s common stock in the future and do not represent issued and outstanding shares of common stock until they vest and are settled. The Company measures the grant-date fair value of RSU awards based on the closing price of the Company’s common stock on the grant date and recognizes stock-based compensation expense over the requisite service period.

Restricted stock awards (“RSAs”) are awards of shares of the Company’s common stock that are issued on the grant date and are generally subject to transfer restrictions and, in certain cases, vesting restrictions and forfeiture provisions. The Company recognizes stock-based compensation expense for RSAs over the requisite service period when the awards are subject to continued service-based vesting. RSAs that are fully vested on the grant date are recognized as stock-based compensation expense on the grant date. RSA activity is reflected in the table below within “Granted” and, for awards that vest immediately, within “Vested and issued” in the same period.

The following table summarizes the restricted stock activity for the years ended December 31, 2025 and 2024:

During the year ended December 31, 2025, the Company granted an aggregate of 2,450,000 RSUs and 16,923,980 RSAs for shares of its commons stock to various third-party consultants and employees with an aggregate grant-date fair value of approximately $56.0 million. These RSUs and RSAs were granted at fair value on the grant date and the following grants issued during the year ended December 31, 2025 are included in the $52.0 million.

On May 29, 2025, the Company’s Chief Investment Officer was granted 1,000,000 RSUs, which 611,111 vest on April 29, 2026,55,557 vest on May 29, 2026,166,667 vest on August 29, 2026 and 166,665 vest on November 29, 2026, subject to his continued service with a grant-date fair value of approximately $5.1 million.

On October 1, 2025 four third-party consultants were granted an aggregate of 1,250,00 RSUs, which 312,500 vested and issued immediately and the remaining 937,500 vest in twelve equal quarterly installments with an aggregate grant-date fair value of approximately $7 million.

On October 6, 2025 a third-party consultant was granted 200,000 RSUs, which 100,000 vested and issued immediately and the remaining 100,000 vest on January 6, 2026 with a grant-date fair value of approximately $1.3 million.

During the year ended December 31, 2024, the Company granted an aggregate of 4,605,000 RSUs for shares of its commons stock to various third-party consultants and employees with an aggregate grant-date fair value of approximately $5.3 million.

On March 1, 2024, the Company granted 500,000 RSUs for shares of its common stock to a consultant, vesting in substantially equal monthly installments over one year for services rendered.

On April 1, 2024, the Company granted 200,000 RSUs for shares of its common stock to employees, vesting in substantially equal monthly installments over one year for services rendered.

On May 1, 2024, the Company granted 50,000 RSUs for shares of its common stock to an employee vesting in substantially equal monthly installments over one year.

On September 11, 2024, the company granted 275,000 shares of RSUs, with a grant date fair value of $123,173, and granted an additional 1,275,000 shares of common stock that vest biannually over the term of 3 years with a grant date fair value of $571,073 to the Company’s former Chief Executive Officer and Chairman of the Board. On May 23, 2025 in connection with the former Chief Executive Officer and Chairman of the Board’s resignation pursuant to the terms of the Purchase Agreement dated May 23, 2025, and the First Amendment to his Executive Employment Agreement all his unvested RSUs were accelerated and deemed fully vested and nonforfeitable.

During the year ended December 31, 2025, the Company issued an aggregate of 1,135,000 RSUs for shares of its common stock for the settlement of accounts payable at a fair value of $682.

Stock based compensation expense related to RSU grants was $50.3 million and $4.6 million for the year ended December 31, 2025 and 2024, respectively. As of December 31, 2025, the stock-based compensation relating to RSUs of $9.0 million remains unamortized and a remaining weighted average life of 1.98 years.

ViralClear Pharmaceuticals, Inc.

2019 Long-Term Incentive Plan

There are 2,915,071 shares remaining available for future issuance of awards under the terms of the ViralClear Plan.

Warrants (ViralClear)

A summary of the warrant activity for year ended December 31, 2025 is as follows:

The following table presents information related to warrants (ViralClear) at December 31, 2025:

Restricted stock units (ViralClear)

The following table summarizes the restricted stock activity for the years ended December 31, 2025 and 2024:

BioSig AI Sciences, Inc.

Warrants (BioSig AI)

The following table summarizes information with respect to outstanding warrants to purchase common stock of BioSig AI at December 31, 2025:

NOTE 9 –NON-CONTROLLING INTEREST

As of December 31, 2025 and 2024, the Company had a majority interest in ViralClear of 69.74% and 69.08%, respectively. As of December 31, 2025 and 2024, the Company had a majority interest in of BioSig AI of 84.5% for both years.

A reconciliation of ViralClear Pharmaceuticals, Inc. and BioSig AI Sciences, Inc. non-controlling loss attributable to the Company:

Net loss attributable to the non-controlling interest for the year ended December 31, 2025 (000’s):

Net loss attributable to the non-controlling interest for the year ended December 31, 2024 (000’s):

The following table summarizes the changes in non-controlling interest for the year ended December 31, 2025 (000’s):

The following table summarizes the changes in non-controlling interest for the year ended December 31, 2024 (000’s):

NOTE 10 —COMMITMENTS AND CONTINGENCIES

Tokenized Yield Partnership Agreement

Overview

On September 8, 2025, the Company entered into a Tokenized Yield Partnership Agreement (the “Token Agreement”) with Monetary Metals & Co. (“MM”), a Delaware corporation. The Token Agreement establishes an exclusive, multi-year strategic partnership to design, launch, and distribute blockchain-based financial products that tokenize the yield generated from MM’s precious-metal lease and bond programs. The Token Agreement commenced on September 8, 2025 and continues for an initial term of three years, subject to automatic one-year renewal periods unless terminated in accordance with its terms.

As of December 31, 2025, there was no activity under this arrangement, and no amounts have been recognized in the Company’s financial statements.

Exclusivity and Performance Conditions

For at least three years, MM agreed not to engage with any other party to tokenize the yield or other financial attributes of its precious-metal lease or bond products, and the Company agreed not to partner with any third party to tokenize yield derived from precious-metal leases, in each case subject to specified volume-based performance conditions. To maintain exclusivity, the Company must supply at least 10% of the total leased ounces presented by MM each quarter that meet defined criteria, including minimum insurance standards, a net yield of at least 3% per annum after origination fees, and compliance with restrictions on counterparties and jurisdictions. Failure to meet these thresholds, after a 90-day cure period, results in loss of exclusivity but does not obligate the Company to commit capital or continue participation.

Economic Terms

MM will provide the Company with a discounted fee and quarterly cash rebate on Company gold purchases based on a tiered schedule ranging from 0.75% to 0.20% of aggregate quarterly purchase volume. MM will also pay the Company a quarterly revenue share on Company-supplied gold deployed in qualifying leases, ranging from 0.35% to 0.50%, depending on total kilograms leased. All intellectual property arising from the design and development of tokenized yield products will be owned exclusively by the Company, while MM retains ownership of intellectual property related to its lease and bond products.

Termination

Either party may terminate the Token Agreement for convenience on six months’ notice or for customary breach and insolvency events. Certain exclusivity obligations survive for a minimum of three years.

Litigation

We may be subject at times to other legal proceedings and claims, which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity.

In November 2025, a former advisor filed a Notice of Civil Claim in the Supreme Court of British Columbia against the Company, its wholly owned subsidiary Streamex Exchange, and certain current officers and directors. The claim alleges, among other things, breach of contract, unjust enrichment, and civil conspiracy in connection with alleged agreements relating to equity interests in Streamex Exchange prior to the Company’s acquisition of that entity. The plaintiff seeks, among other relief, specific performance, equitable compensation, and damages.

The Company disputes the claims and intends to defend the matter vigorously. As of December 31, 2025, no liability has been recorded in the consolidated financial statements related to this matter, as management, after consultation with legal counsel, believes that a loss is not probable. The Company is unable to reasonably estimate the possible loss or range of loss, if any, associated with this matter at this time. The matter is in a preliminary stage and, as a result, the Company is unable to reasonably estimate the possible loss or range of loss, if any, associated with this matter at this time.

NOTE 11 –BUSINESS ACQUISITION

Streamex Exchange Corporation

Transaction Overview

On May 28, 2025, the Company completed the acquisition of Streamex Exchange, a software development company based in Vancouver, British Columbia, specializing in digital tools for commodity trading and finance.

The acquisition was effected pursuant to a Share Purchase Agreement dated May 23, 2025, as amended on May 27, 2025 (collectively, the “Agreement”), by and among the Company, its wholly-owned subsidiaries ExchangeCo and Callco, the Stream Exchange Shareholders, and 1540873 B.C. Ltd., as trustee under the Exchange Rights Agreement.

Under the terms of the Agreement, ExchangeCo acquired all of the issued and outstanding shares of Streamex Exchange (the “Purchased Shares”) in exchange for 109,070,039 Exchangeable Shares of ExchangeCo, issued at a ratio of 2.046862 Exchangeable Shares per Purchased Share. The Exchangeable Shares are exchangeable on a one-for-one basis for shares of the Company’s common stock, subject to certain adjustments and conditions described below.

The purpose of the Acquisition is to enhance shareholder value by combining with a privately held operating company and positioning the combined entity for future growth with expansion into digital commodity trading and blockchain-based financial technologies. The acquisition was undertaken to expand the Company’s technology platform into digital commodity trading and blockchain-based financial infrastructure and to obtain the assembled workforce, intellectual property, and regulatory capabilities of Streamex Exchange.

In connection with the transaction, the Company evaluated the accounting under ASC 805, Business Combinations, and ASC 810, Consolidation. The Company concluded the acquired set met the definition of a business. In making this determination, the Company considered the concentration test in ASC 805 and determined that substantially all of the fair value of the gross assets acquired was not concentrated in a single identifiable asset or group of similar identifiable assets. The Company also evaluated whether the acquiree is a variable interest entity (“VIE”) and concluded Streamex is a VIE because, among other factors, it lacked sufficient equity at risk to finance its activities without additional subordinated financial support and the equity holders, as a group, did not have substantive power to direct the activities that most significantly impact economic performance at the acquisition date.

The Company concluded it is the primary beneficiary because it has both (i) the power to direct the activities that most significantly impact Streamex’s economic performance through governance rights in place at closing and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant. Accordingly, the transaction is accounted for as a business combination with the Company as the accounting acquirer, and Streamex has been consolidated in the Company’s financial statements from the acquisition date.

Shareholder Approval and Contingent Features

Initially, the Exchangeable Shares were not exchangeable into more than 19.99% of the Company’s outstanding common stock on a pre-transaction basis, in accordance with Nasdaq listing rules. Following the closing, the Company intended to seek stockholder approval to the following:

At the special meeting of stockholders held on September 5, 2025, Proposals B—F were approved. Proposal A was adjourned to November 4, 2025.

Upon stockholder approval of Proposal A, and subject to the terms of the Exchange Rights Agreement, the holders of Exchangeable Shares would be entitled to exchange such shares for an aggregate of 109,070,039 shares of the Company’s common stock representing up to 75% of the Company’s fully diluted common stock as of the Agreement date.

Consideration Transferred

The preliminary fair value of the consideration transferred was $105.5 million, consisting entirely of Exchangeable Shares issued by ExchangeCo. Due to the lack of an active market for the Exchangeable Shares and the contingent nature of their conversion, a fundamentals-based valuation approach was used to estimate the fair value of the consideration. The contingent consideration related to the potential adjustment of the Exchange Ratio from 1.0 to 1.25—triggered if shareholder approval is not obtained within six months following the closing date—is not included in the preliminary purchase consideration as of May 28, 2025. See Note 7, Stockholder Equity and Note 12, Fair Value Measurements. For an overview of the Company’s derivative financial instruments and related disclosures required by ASC 815, see Note 17, Derivative Financial Instruments and Hedging Activities.

On November 4, 2025 the Company received shareholder approval for the issuance of our shares of common stock exchangeable for Exchangeable Shares and one share of Special Voting Preferred Stock in connection with the Agreement. As a result, the conversion cap was removed, and Streamex Exchange shareholders may now convert all their Exchangeable Shares into the Company’s common stock. Concurrently, the derivative liability associated with the Exchangeable Shares was reclassified to permanent equity. As a result of the reclassification, the Exchangeable Shares are classified as permanent equity as of December 31, 2025 and are presented within stockholders’ equity in the Consolidated Balance Sheet. No derivative liability related to the Exchangeable Shares remained outstanding at December 31, 2025. Although the Exchangeable Shares were reclassified to permanent equity upon stockholder approval on November 4, 2025, the consideration transferred for purposes of the acquisition date purchase price allocation reflects the fair value of the Exchangeable Shares as of May 28, 2025.

In connection with the acquisition of Streamex Exchange, the Company incurred total acquisition-related costs of $5.9 million during the year ended December 31, 2025. These costs primarily consisted of legal, accounting, and consulting fees directly attributable to the transaction. Included in this amount was the issuance of 200,000 shares of the Company’s common stock to a third-party consultant, valued at $1.0 million based on the grant-date fair value and the expected issuance of 824,052 shares of the Company’s common stock to third party consultants in connection with a finders fee, valued at $4.8 million. These costs were expensed as incurred and are reflected in general and administrative expenses in the Consolidated Statements of Operations.

Purchase Price Allocation

The Company has applied the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”) and recognized assets acquired and liabilities assumed at their fair value as of the date of acquisition, with the excess purchase consideration recorded to goodwill. As the Company finalizes the estimation of the fair value of the assets acquired and liabilities assumed, additional adjustments may be recorded during the measurement period (a period not to exceed 12 months from the acquisition date). The purchase price allocation is preliminary primarily because the Company has not yet finalized the valuation of certain identifiable intangible assets and the related deferred income tax effects, which could result in changes to the amounts assigned to intangible assets, deferred tax liabilities, and goodwill during the measurement period.

The Company recorded all tangible and identifiable intangible assets acquired and liabilities assumed at their preliminary estimated fair values as of the acquisition date. The preliminary allocation is as follows:

Deferred tax liability

In connection with the acquisition of Streamex Exchange, the transaction was structured as a stock acquisition for both U.S. and Canadian tax purposes. No election was made under IRC §338(g); therefore, no step-up in the tax basis of the acquired assets was obtained in either jurisdiction. The purchase price allocation created taxable temporary differences related to identifiable intangible assets, resulting in a deferred tax liability of approximately $12.6 million, measured using the enacted combined Canadian federal and provincial rate of 26.5%. Because these deferred tax liabilities arise in a separate foreign jurisdiction, they cannot offset deferred tax assets of the U.S. parent. The corresponding increase in goodwill was recognized as part of purchase accounting.

The Company identified the following finite-lived intangible assets:

Goodwill of $70.4 million represents the excess of the purchase consideration over the fair value of net assets acquired and was recognized in connection with the acquisition. None of the goodwill is expected to be deductible for tax purposes. The goodwill is assigned to the consolidated reporting unit, as the Company operates as a single segment. The goodwill primarily represents expected synergies, assembled workforce, and future growth potential. No goodwill arose from step acquisitions or noncontrolling interests.

Measurement Period

As of December 31, 2025, the purchase price allocation for the acquisition of Streamex Exchange remains preliminary.

The Acquisition was recorded as a business combination on a preliminary valuation of assets acquired and liabilities assumed at their acquisition date fair values using unobservable inputs that are supported by little or no market activity and are significant to their fair value of the assets and liabilities (“Level 3” inputs). We expect to complete our purchase price allocation, as well as our fair value estimate of the purchase price consideration as soon as reasonably possible, not to exceed one year from the acquisition date. Adjustments to the preliminary purchase price allocation could be material. Goodwill represent the excess of the purchase price consideration over the preliminary valuation of the net assets acquired.

As of December 31, 2025, the purchase price allocation remains preliminary. The Company is continuing to assess the fair values of certain identifiable intangible assets.

Pro-Forma Financial Information

The following unaudited pro forma financial information has been prepared for the years ended December 31, 2025 and 2024, and is based on the historical consolidated financial statements of the Company and Streamex, adjusted to give effect to the acquisition and related pro forma adjustments. Streamex’s results of operations have been included in the Company’s consolidated financial statements from the acquisition date of May 28, 2025.

The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations that would have been realized had the acquisition occurred on January 1, 2024, nor is it indicative of the future results of operations of the combined company.

The unaudited pro forma financial information does not give effect to the potential impact of future economic conditions, regulatory matters, or any anticipated synergies, operating efficiencies, or cost savings that may result from the acquisition. In addition, the unaudited pro forma financial information does not include any integration costs or remaining transaction costs that the Company may incur in connection with the acquisition.

The unaudited pro forma financial information includes adjustments for, among other items:

The purchase price allocation remains preliminary and is subject to change during the measurement period as additional information becomes available. Any such changes could have a material impact on the unaudited pro forma financial information.

All amounts presented are in U.S. dollars. The pro forma consolidated results of revenue and net loss, assuming the acquisition had occurred on January 1, 2025 and assuming the acquisitions had occurred on April 1, 2024, the date of inception of Streamex Exchange, is as follows:

Material Nonrecurring Pro Forma Adjustments

The unaudited pro forma results for the year ended December 31, 2025, include material nonrecurring adjustments of $2.3 million related to the amortization of intangible assets acquired in connection with the Streamex Exchange acquisition, and $608 related to income tax benefit recognized from the deferred tax liability acquired in connection with the Streamex Exchange acquisition.

The unaudited pro forma results for the year ended December 31, 2024, include material nonrecurring adjustments of $4.4 million related to the amortization of intangible assets acquired in connection with the Streamex Exchange acquisition, $1.2 million related to income tax benefit recognized from the deferred tax liability acquired in connection with the Streamex Exchange acquisition, $4.8 million related to the finders fees incurred and earned upon closing of the transaction, $400 of severance expense related to the resignation of the Company’s former CEO following the acquisition, and $1.0 million related to the issuance of 200,000 shares of the Company’s common stock to a consultant in lieu of cash compensation in connection with the acquisition. The finder’s fee amount was revised during the fourth quarter of 2025, as one of the originally identified finders was ultimately determined to be ineligible to receive equity consideration. The revised finder’s fee amount is reflected in the audited consolidated financial statements for 2025.

These nonrecurring adjustments are included only to the extent required for pro forma presentation and are not expected to have a continuing impact on the results of operations of the combined company beyond the periods presented.

NOTE 12 –FAIR VALUE MEASUREMENTS

The Company measures certain financial instruments at fair value on a recurring basis in accordance with ASC 820, Fair Value Measurement. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to tangible property and equipment, goodwill and other intangible assets, which are remeasured when the derived fair value is below carrying value in the Consolidated Balance Sheets. For these assets, the Company does not periodically adjust carrying value to fair value except in the event of impairment. If it is determined that impairment has occurred, the carrying value of the asset is reduced to fair value and the difference is included in impairments and other charges, net in the Consolidated Statements of Operations.

Nonrecurring Level 3 Fair Value Measurements

Assets that are measured at fair value and classified as level 3 on a nonrecurring basis are as follows (in thousands):

All such assets were measured at fair value at the acquisition date in connection with the acquisition of Streamex Exchange.

The significant unobservable inputs used in our level 3 fair value measurements during the year ended December 31, 2025 are as follows:

Exchangeable Shares – Derivative Liability (Level 3) and Reclassification to Equity

In connection with the acquisition of Streamex Exchange on May 28, 2025, Streamex Corp. issued 109,070,039 Exchangeable Shares through its wholly-owned subsidiary, ExchangeCo, as purchase consideration. The Exchangeable Shares are convertible into the Company’s common stock on a 1:1 basis, subject to a 1.25:1 adjustment if shareholder approval was not obtained within six months. As of the acquisition date, the Exchangeable Shares were not exchangeable into more than 19.9% of the Company’s outstanding common stock, pending shareholder approval, and therefore were classified as a derivative liability and measured at fair value.

At initial recognition, the Company estimated the fair value of the Exchangeable Shares derivative liability using a discounted cash flow method and a market capitalization reconciliation, which incorporated significant unobservable inputs including: a discount rate of 40.0%, terminal growth rate of 3.0%, capitalization rate of 37.0%, revenue growth rate of 53% average annual growth through FY2030 (3% thereafter), expense rate of approximately 16% to 26% of tokenization revenue, capital expenditure rate of 1% of revenue, and income tax rate of 26%. The resulting fair value conclusion was $105.5 million.

On November 4, 2025, the Company obtained shareholder approval, which removed the conversion cap and allowed holders to exchange the Exchangeable Shares into the Company’s common stock in accordance with the exchange rights. Upon satisfaction of the shareholder approval condition and removal of the NASDAQ 19.99% limitation, the Exchangeable Shares no longer contained an exercise contingency that precluded equity classification. Accordingly, on November 4, 2025, the Company reclassified the derivative liability associated with the Exchangeable Shares to permanent equity. After reclassification, the Exchangeable Shares are no longer remeasured at fair value through earnings. Upon shareholder approval on November 4, 2025, observable market information became available, and the Company’s valuation approach incorporated Level 1 inputs based on the Company’s publicly traded share price as of that date. Refer to Note 7, Stockholder Equity, Note 11, Business Acquisition, and Note 12, Fair Value Measurements for more information. For an overview of the Company’s derivative financial instruments and related disclosures required by ASC 815, see Note 17, Derivative Financial Instruments and Hedging Activities.

The Company recognized a non-cash loss of approximately $389.7 million during the year ended December 31, 2025 related to changes in the fair value of warrant derivative liabilities prior to their reclassification to equity on November 4, 2025.

Rollforward of Exchangeable Shares Derivative Liability (Level 3) (in thousands):

Derivative Liabilities – Recurring Fair Value Measurements (Embedded Conversion Options)

The embedded conversion options associated with the Company’s secured convertible debentures were bifurcated and accounted for as derivative liabilities under ASC 815. The derivative liabilities were measured at fair value upon issuance of each debenture tranche (November 4, 2025 and December 17, 2025) and subsequently remeasured at fair value on a recurring basis. See Note 15.

The Company estimated the fair value of the embedded conversion options using a Monte Carlo simulation model within a “with-and-without” framework, which isolates the value of the holder’s conversion option by comparing the fair value of the debentures with and without the embedded conversion feature. The Monte Carlo model was designed to capture the path-dependent and non-linear features of the conversion option, including variable conversion pricing, contractual floor prices, amortization mechanics, optional prepayment features, and management’s expectations regarding conversion and repayment behavior. Because the valuation utilized significant unobservable inputs, the derivative liabilities were classified as Level 3 within the fair value hierarchy.

Significant unobservable inputs used in the Level 3 valuations were as follows:

The December 31, 2025 valuation incorporated management’s assessment that optional prepayment was the most likely outcome and weighted prepayment and non-prepayment scenarios accordingly. Registration-dependent conversion scenarios were assigned a zero probability, as registration effectiveness was not expected.

The fair value of the derivative liabilities is most sensitive to changes in the Company’s stock price, expected volatility, and assumptions regarding the timing and likelihood of prepayment. An increase in expected volatility or stock price would generally increase the fair value of the derivative liability, while an increase in the probability of early prepayment would generally decrease the fair value. Due to the path-dependent nature of the valuation, quantitative sensitivity analyses are not presented.

Changes in the fair value of the derivative liabilities were recognized in earnings and included in “Other (income) expense” in the Consolidated Statements of Operations.

Rollforward of Level 3 Recurring Fair Value Measurements – Embedded Derivative Liabilities (in thousands):

Investment in Empress Royalty Corp.

The Company’s investment in Empress Royalty Corp. is measured at fair value each reporting period based on quoted market prices in active markets. This represents a Level 1 measurement within the fair value hierarchy. The fair value is based on quoted prices on the TSX Venture Exchange (principal market), translated into U.S. dollars using the spot exchange rate at the measurement date.

For the period ended December 31, 2025, the Company recognized a loss of $0.7 million resulting from changes in the fair value of the Empress investment, which is included in “Other (income) expense” in the Consolidated Statements of Operations.

Recurring Fair Value Measurements

The following table presents information about the Company’s financial instruments measured at fair value on a recurring basis as of December 31, 2025 (in thousands):

NOTE 13 –MARKETABLE SECURITIES

Empress Royalty Corp.

On December 9, 2025, the Company entered into a share purchase agreement with Terra Capital Natural Resources Fund Pty Ltd to acquire 12,671,297 common shares of Empress Royalty Corp. (“Empress”), representing approximately 9.9% of Empress’s outstanding common shares. Empress is listed on the TSX Venture Exchange and OTCQX.

As consideration, the Company issued 2,443,750 restricted shares of its common stock on December 12, 2025, the date ownership transferred. The investment was initially recognized at $10.5 million , based on the fair value of 2,443,750 Streamex shares issued at $4.31 per share on December 12, 2025. The Company does not have significant influence over Empress.

As of December 31, 2025, the carrying amount (fair value) of the Empress investment was $9.7 million and the Company recognized an unrealized loss of approximately $0.7 million for the period ended December 31, 2025. The Empress investment is classified as Level 1 within the ASC 820 fair value hierarchy because it is based on quoted prices in active markets.

**NOTE 14 –OTHER ASSET HELD FOR SALE **

As of December 31, 2025, the Company held LBMA Good Delivery gold bullion (the “Gold”) on an allocated, physically segregated basis in secure vaults operated by Brink’s Global Services USA, Inc. (“Brink’s”) and maintained the Gold in a securities account with Gold Bullion International, LLC (“GBI”). The aggregate carrying value of the Gold was approximately $24.5 million, of which approximately $23.5 million was restricted and approximately $1.0 million was unrestricted.

The restricted portion of the Gold and related account rights were pledged as collateral under the Company’s secured financing arrangements, including the Secured Convertible Debenture Purchase Agreement dated July 7, 2025 and the Guaranty and Security Agreement dated November 4, 2025.

Pursuant to the Securities Account Control Agreement dated November 4, 2025, GBI is required to comply with entitlement orders issued by YA II PN, LTD., acting as collateral agent (the “Collateral Agent”), and GBI will not follow Company instructions unless accompanied by the Collateral Agent’s express written consent. Upon receipt of a notice of sole control following an event of default, GBI would terminate the Company’s access to the securities account and take instructions solely from the Collateral Agent as the entitlement holder with respect to the account and property therein

Pursuant to the Brink’s Bailee Agreement dated November 4, 2025, Brink’s acts solely as bailee of the Gold, acknowledges no property interest in the Gold, and any statutory or possessory liens are subordinated to the Collateral Agent’s first-priority security interest. Brink’s maximum liability amount under its arrangements with GBI is $125 million.

No entitlement orders or notices of sole control were issued during the year ended December 31, 2025.

On December 29, 2025, management committed to a plan to sell the Gold in connection with the Company’s plan to resolve and repay its secured convertible debentures. The Company determined that all criteria for classification as held for sale under ASC 360-10-45-9 were met as of December 29, 2025. Accordingly, as of December 31, 2025, the Gold was classified as held for sale and measured at the lower of its carrying amount or fair value less cost to sell. Because fair value less cost to sell exceeded the carrying amount, no write-down was recorded prior to sale.

As of December 31, 2025, the Company considered whether events or changes in circumstances, including changes in gold market prices, indicated potential impairment of its long-lived assets, including the Gold. Management determined that these factors did not indicate that the carrying amount of the Gold was not recoverable, and accordingly, no impairment charges were recorded during the year ended December 31, 2025.

NOTE 15 –CONVERTIBLE DEBENTURES

On November 4, 2025 and December 17, 2025, the Company issued two tranches of senior secured convertible debentures to YA II PN, Ltd. (“Yorkville”) (collectively, the “Convertible Debentures”) with aggregate principal of $50.0 million (each tranche with principal of $25.0 million). The Convertible Debentures were issued as part of the Company’s capital-raising strategy to fund operations and growth initiatives.

Each debenture was issued at a purchase price of 96% of principal, bears interest at 4.0% per annum (increasing to 18.0% upon an event of default), and has a contractual maturity date that is 24 months from issuance (November 4, 2027 and December 17, 2027, respectively).

The Convertible Debentures are secured by first-priority liens on substantially all assets of the Company and are guaranteed by certain subsidiaries.

Prepayment and Amortization Provisions

The Company may, at its option, prepay the Convertible Debentures prior to maturity upon delivery of an irrevocable prepayment notice and payment of a 10% prepayment premium, accrued interest, and outstanding principal. During the prepayment notice period, Yorkville retains the right to convert all or a portion of the outstanding principal and accrued interest into shares of the Company’s common stock.

The Convertible Debentures also provide for monthly principal amortization payments upon the occurrence of specified “Amortization Events,” including a sustained decline in the Company’s stock price below the contractual floor price.

On December 29, 2025, the Company obtained a limited waiver from Yorkville that deferred the required monthly principal amortization payments that were contractually triggered by a floor price event. Under the waiver, the $5.0 million monthly principal payments (plus related interest and premiums) otherwise due in January 2026 were temporarily waived, with the obligation to pay these amounts (aggregating $10.0 million for January and February 2026) deferred until February 1, 2026. The waiver did not modify the total principal due under the Convertible Debentures but extended the initial amortization date, providing the Company additional time to pursue refinancing or repayment alternatives. Based on the limited waiver and uncertainty tied to the Company’s ability to ensure no further amortization events the note is reflected as current on our Consolidated Balance Sheets.

Conversion Features

Yorkville may convert all or any portion of the outstanding principal and accrued interest into shares of the Company’s common stock at a conversion price equal to the lower of:

(i) a fixed price of $6.016 per share, subject to a one-time downward-only reset following registration effectiveness, and

(ii) 97% of the lowest daily volume-weighted average price (“VWAP”) during the three trading days immediately preceding conversion, subject to a $4.00 per share floor price, in each case subject to customary anti-dilution adjustments.

Conversions are also subject to a beneficial ownership limitation (generally 4.99%) and an exchange cap tied to Nasdaq rules, unless stockholder approval is obtained or the limitation is otherwise waived pursuant to the debenture terms.

If fully converted at the $4.00 floor price, the $50.0 million principal amount of the Convertible Debentures would be convertible into a maximum of 12,500,000 shares of the Company’s common stock, exclusive of any shares issuable for accrued interest or premiums. The Company did not register any shares for issuance under the Convertible Debentures and elected to utilize its optional cash settlement provisions in early 2026.

Use of Proceeds and Gold Collateral Funding

Pursuant to amendments to the debenture purchase agreement, the Company was required to allocate an aggregate of $25.1 million of proceeds from the two closings to purchase Allocated Vaulted Gold Bullion through designated controlled accounts, consisting of $12.6 million at the first closing and $12.5 million at the second closing. The gold holdings served as additional collateral under the financing arrangement.

Embedded Derivative Liability – Conversion Option

The Company determined that the holder’s optional conversion feature requires bifurcation as an embedded derivative under ASC 815, Derivatives and Hedge Accounting, because (i) the economic characteristics of the conversion feature are not clearly and closely related to the host debt instrument and (ii) the conversion feature does not qualify for equity classification due to its variable conversion pricing mechanics, including VWAP-based pricing, floor price provisions, and reset features.

Accordingly, the embedded conversion option is accounted for separately as a derivative liability measured at fair value, with changes in fair value recognized in earnings each reporting period. At issuance, the Company allocated proceeds between the host debt and the embedded derivative based on relative fair value, with the derivative recorded as a liability and a corresponding amount recorded as a debt discount on the host debenture.

As of December 31, 2025, the estimated fair value of the embedded derivative liabilities totaled approximately $1.7 million, consisting of approximately $1.1 million attributable to the November 4, 2025 tranche and approximately $0.6 million attributable to the December 17, 2025 tranche. See Note 12, Fair Value Measurements for additional information regarding the Company’s evaluation of the embedded derivative liability. For an overview of the Company’s derivative financial instruments and related disclosures required by ASC 815, see Note 17, Derivative Financial Instruments and Hedging Activities.

Fair Value Gain on Embedded Derivative

During the year ended December 31, 2025, the Company recognized a gain of approximately $7.0 million related to changes in the fair value of the embedded derivative liabilities associated with the Convertible Debentures. This gain is included in other income (expense) in the Consolidated Statements of Operations and comprehensive loss.

Debt Carrying Amount and Interest Expense

As of December 31, 2025, the carrying value of the Convertible Debentures, net of unamortized original issue discount, debt issuance costs, and bifurcation-related discounts, was approximately $38.0 million on a combined basis.

As of December 31, 2025, the Convertible Debentures had unamortized debt discounts (including original issue discounts, derivative discounts, and debt issuance costs) totaling approximately $12.0 million.

Interest expense recognized for the year ended December 31, 2025 includes stated coupon interest and amortization of debt discounts and issuance costs under the effective interest method. For the year ended December 31, 2025, the Company recognized total interest expense of approximately $1.6 million related to the Convertible Debentures, consisting of approximately $0.2 million of contractual interest and approximately $1.4 million of non-cash interest expense from the amortization of discounts and issuance costs.

The effective interest rate on the Convertible Debentures substantially exceeded the 4.0% stated coupon rate. As of December 31, 2025, based on management’s determination and intent to settle the Convertible Debentures in early 2026, the effective interest rates for the November 4, 2025 tranche and the December 17, 2025 tranche were approximately 393.7% and 228.9%, respectively, reflecting the accelerated amortization of unamortized discounts and issuance costs over a significantly shortened expected term. Had the Convertible Debentures been held to their contractual maturity dates, the effective interest rates would have been approximately 17.6% to 26.5%, still materially higher than the stated coupon due to the substantial original issue discount.

Outstanding Principal

As of December 31, 2025, the outstanding principal balance of the Convertible Debentures was $50.0 million, and no principal amounts had been converted into shares during the year.

Subsequent Conversion and Payoff

On January 22, 2026, the Company delivered an irrevocable optional prepayment notice with respect to the Convertible Debentures.

On February 6, 2026, Yorkville elected to convert $15.0 million of principal into shares of the Company’s common stock at a conversion price of $4.00 per share, resulting in the issuance of 3,750,000 shares. No accrued interest was converted.

Following the expiration of the conversion election period, the Company prepaid the remaining amounts outstanding under the Convertible Debentures for an aggregate cash payoff of approximately $38.9 million, consisting of $35.0 million of principal, $3.5 million of prepayment premium, and approximately $0.4 million of accrued interest. Upon payment in full, the Convertible Debentures were satisfied and terminated, and all related security interests and liens were released.

NOTE 16 –INCOME TAXES

At each reporting period, the Company considered all the positive and negative evidence related to the likelihood of realization of the deferred tax assets and determined, based on the weight of available evidence, it is more likely than not that some of the deferred tax assets will be realized. As of December 31, 2025 and 2024 the Company recorded $54.4 million and $47.0 million of deferred tax assets before valuation allowance, respectively, which was offset by $53.7 million and $47.0 million of valuation allowance, respectively. The Company has recorded net deferred tax liabilities of $11.4 million and $0 as of December 31, 2025 and 2024, respectively, which have all been determined to be sources of future taxable income. The increase of $6.7 million of the valuation allowance is based on cumulative negative operating results over the prior three-year period and expectations about generating U.S. taxable income in the future. The remaining valuation allowance relates primarily to anticipated expirations of U.S. net operating losses prior to utilization based on our forecasts of future taxable income.

(a) Composition of income before income taxes is as follows (in thousands):

Income tax (benefit) expense consists of the following (in thousands):

For the years ended December 31, 2025 and 2024, the Company did not make any material cash payments for income taxes in the United States or foreign jurisdictions. Cash taxes paid during the periods presented were not material and primarily related to state minimum taxes and other non-income-based taxes.

(b) Effective Income Tax Rates

Set forth below is a reconciliation between the federal tax rate and the Company’s effective income tax rates with respect to continuing operations:

Florida

The rate reconciliation above has been adjusted to be presented in compliance with the guidance under ASU 2023-09. The Company has adopted this guidance on a prospective basis.

As previously disclosed for the year ended December 31, 2024, prior to the adoption of ASU No. 2023-09, the following reconciles the federal tax rate and the Company’s effective income tax rates with respect to continuing operations:

(c) Analysis of Deferred Tax Assets and (Liabilities) (in thousands):

Valuation allowances relate primarily to NOL carryforwards related to the Company’s tax losses. During the years ended December 31, 2025 and 2024, the valuation allowance increased by $6.7 million and decreased by $8.4 million, respectively.

**(**d) Summary of Tax Loss Carryforwards

As of December 31, 2025, the Company had various NOL carryforwards expiring as follows (in thousands):

Due to the Streamex Acquisition, the utilization of the Company’s pre-2025 federal and state net operating losses may be subject to limitation under the Internal Revenue Code, as well as similar state provisions. Such limitations may result in the expiration of those net operating loss (NOL) carry forwards before their utilization. Future changes in the Company’s stock ownership, which may be outside of the Company’s control may trigger an “ownership change” which could result in limitations under the Internal Revenue Code.

The utilization of the Company’s net operating loss carryforwards and research tax credit carryovers could be subject to annual limitations under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), due to ownership change limitations that may have occurred previously or that could occur in the future. These ownership changes limit the amount of net operating loss carryforwards and other deferred tax assets that can be utilized to offset future taxable income and tax, respectively.

In general, an ownership change, as defined by Sections 382 and 383 of the Code, results from transactions increasing ownership of certain stockholders or public groups in the stock of a corporation by more than 50 percentage points over a three-year period. The Company has not completed a formal study to determine whether an ownership change under Sections 382 or 383 of the Code has occurred. To the extent that such a study is completed and an ownership change is deemed to have occurred, the Company’s ability to utilize its net operating loss carryforwards and tax credit carryovers could be significantly limited. The Company files income tax returns in the United States federal jurisdiction, various state jurisdictions, and Canada. The Company’s significant state tax jurisdictions include Florida.

The Company is no longer subject to U.S. federal income tax examinations for tax years ended on or before December 31, 2018. State income tax returns are generally subject to examination for periods ranging from three to five years, depending on the jurisdiction. Canadian income tax returns are generally subject to examination for three years following the date of assessment.

As of December 31, 2025, the Company is not currently under examination by any U.S. federal, state, or foreign tax authorities.

On July 4, 2025, the One Big Beautiful Bill was enacted (“OBBBA”), introducing significant and wide-ranging changes to the U.S. federal tax system. Significant components include restoration of 100% accelerated tax depreciation on qualifying property including expansion to cover qualified production property. Another major aspect includes the return to immediate expensing of domestic research and experimental expenditures (“R&E”) which in some cases may include retroactive application back to 2021 for businesses with gross receipts of less than $31 million or accelerated tax deductions of R&E that was previously capitalized for larger businesses. The legislation also reinstates EBITDA-based interest deductions for tax purposes and makes several business tax incentives permanent. Less favorable business provisions include limitations on tax deductions for charitable contributions.

NOTE 17 —DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

The Company is party to certain contracts and instruments that are accounted for as derivatives under ASC 815, Derivatives and Hedging. The objective of the disclosures in this note is to enable users of the consolidated financial statements to understand (i) how and why the Company uses derivative instruments, (ii) how the Company accounts for derivative instruments under ASC 815, and (iii) how derivative instruments affect the Company’s financial position, financial performance, and cash flows.

The Company does not designate any derivative instruments as hedging instruments for accounting purposes and does not apply hedge accounting.

Derivative instruments

The Company’s derivative instruments during the year ended December 31, 2025 primarily consisted of:

As of December 31, 2025, the Company’s only derivative instrument recognized on the Consolidated Balance Sheets was an embedded derivative liability related to the bifurcated conversion option within the Company’s secured convertible debentures issued to Yorkville. The embedded derivative liability was recorded at fair value of approximately $1.7 million as of December 31, 2025. As of December 31, 2024, the Company had no derivative instruments recognized on the Consolidated Balance Sheets.

See Note 15, Convertible Debentures and Note 12, Fair Value Measurements for additional information regarding the embedded derivative liability and related fair value measurements.

The Exchangeable Shares derivative liability was reclassified to permanent equity upon stockholder approval on November 4, 2025. The Company’s warrants with Fundamental Transaction cash settlement features were repurchased for cash during the fourth quarter of 2025. See the cross-referenced notes below for additional information.

The following table presents the impact of the Company’s derivative instruments on earnings for the year ended December 31 (in thousands):

The change in fair value amounts above are included in Other income (expense), net in the Consolidated Statements of Operations.

Fair value measurements

Derivative liabilities are measured at fair value. Prior to stockholder approval, the Exchangeable Shares derivative liability was measured using valuation techniques with significant unobservable inputs and classified within Level 3 of the fair value hierarchy. The embedded derivative liabilities related to the Convertible Debentures are measured at fair value and include inputs that may be classified within Level 3, as applicable. See Note 12, Fair Value Measurements.

Cross-references to related disclosures

Derivative-related qualitative, quantitative, and tabular disclosures are included in more than one note to the consolidated financial statements. Accordingly, the Company provides the following cross-references:

NOTE 18 –SEGMENT REPORTING

Chief Operating Decision Maker (CODM) and Segment Evaluation

On May 28, 2025, in connection with the acquisition of Streamex Exchange, the Company appointed Henry McPhie, former co-founder and CEO of Streamex Exchange, as its new Chief Executive Officer and Board of Directors. As a result of this leadership change, Mr. McPhie was designated as the Company’s new Chief Operating Decision Maker (“CODM”), replacing the Company’s former CEO and director.

Following this change, the Company re-evaluated its operating and reportable segments based on the internal financial information reviewed by the CODM for purposes of performance assessment and resource allocation. Although the acquisition of Streamex Exchange introduced a new line of business focused on digital asset infrastructure and tokenization of real-world assets (“Streamex Exchange platform), as of December 31, 2025, Streamex Exchange platform had not yet commenced material revenue-generating operations and remained in a development stage. Accordingly, the CODM has not yet begun reviewing discrete operating results of the Digital Asset Business separately for purposes of performance assessment or resource allocation. As of December 31, 2025, the CODM continues to evaluate the Company’s financial performance on a consolidated basis, and the internal reporting structure has not been modified to reflect discrete segment-level financial information.

Management has concluded that, as of December 31, 2025, the Company continues to operate as a single reportable segment. This conclusion is based on the manner in which the Chief Operating Decision Maker (“CODM”) evaluates financial performance and allocates resources, which does not include the regular review of discrete financial information for Streamex Exchange as a separate operating segment. Accordingly, no change in reportable segments has occurred as of December 31, 2025. The Company will continue to evaluate its internal reporting structure and CODM review practices and will update its segment disclosures in future periods if the criteria for separate operating or reportable segments are met.

In accordance with ASC 280-10-50-34, if a change in reportable segments occurs in a future period, the Company will recast prior-period segment disclosures retrospectively to reflect the new segment structure.

Basis of Segmentation

The Company’s CODM evaluates financial performance and allocates resources on a consolidated basis. The Company manages its operations asone integrated business, and the CODM does not receive or review separate financial information for Streamex Exchange or any other business unit. This approach reflects the manner in which the CODM:

Accordingly, the Company has determined that it operates as one reportable and operating segment as of December 31, 2025

Management continues to evaluate whether the Streamex Exchange business may become a separate reportable segment in future periods, depending on the scale and financial significance, and the CODM’s review of discrete operating results.

Segment Performance Measures

The primary measure used by the CODM to assess performance is consolidated net loss, which is reviewed in conjunction with other consolidated financial metrics. The CODM also evaluates actual results against budgeted amounts and considers consolidated operating results in making decisions about research and development investments and other strategic initiatives.

Segment assets are not separately reported to or reviewed by the CODM. Therefore, the Company does not disclose segment asset information. All assets are managed on a consolidated basis and are reported in the Company’s Consolidated Balance Sheets.

The Company does not currently disclose geographic revenue or customer concentration by segment, as such information is not reviewed by the CODM. However, this will be reassessed as operations evolve.

Revenue and Expense Information

Information concerning the operations of the Company’s reportable segments is as follows (in thousands):

NOTE 19–RELATED PARTY TRANSACTIONS

Accounts payable and accrued expenses as of December 31, 2025 include approximately $66 due to related parties, compared to $19 as of December 31, 2024. These amounts primarily relate to executives and board compensation, severance, and reimbursements. Included in the due from related party balance as of December 31, 2025 is $11 thousand due from Henry McPhie, the Company’s new Chief Executive Officer and Board of Directors.

NOTE 20 –SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date on which these financial statements were issued. Other than as described in the notes above, the Company did not have any material subsequent events that impacted its financial statements or disclosures.

Underwriting Public Offering

On January 22, 2026, the Company entered into an underwriting agreement with Needham & Company, LLC, as representative of the several underwriters, in connection with an underwritten public offering of the Company’s common stock. The Company issued 11,666,667 shares of common stock at a public offering price of $3.00 per share. The underwriters fully exercised their over-allotment option, resulting in the issuance of an additional 1,750,000 shares of common stock. Aggregate gross proceeds from the offering, including the over-allotment option, were approximately $40.25 million, before underwriting discounts, commissions, and offering expenses.

Termination of Standby Equity Purchase Agreement

On July 7, 2025, the Company entered into a SEPA with Yorkville, pursuant to which the Company had the right, but not the obligation, to sell shares of common stock to the investor from time to time, subject to specified terms and limitations. The Company controlled the timing and amount of any sales and, absent a waiver, could not deliver an advance notice under the SEPA until the secured convertible debentures had been repaid and/or converted in full.

On January 22, 2026, the Company delivered a notice terminating the SEPA with Yorkville, effective five trading days after the notice date. The Company did not sell any securities under the SEPA.

Secured Convertible Debenture Conversion and Payoff

On January 22, 2026, the Company delivered an irrevocable optional prepayment notice with respect to its secured convertible debentures issued to Yorkville.

On February 6, 2026, the holder elected to convert $15.0 million of principal, with no accrued interest, at a conversion price of $4.00 per share, resulting in the issuance of 3,750,000 shares of the Company’s common stock.

Following the expiration of the conversion election period, the Company prepaid the remaining amounts outstanding under the Yorkville Debentures for an aggregate cash payoff of approximately $38.9 million, consisting of $35.0 million of principal, $3.5 million of prepayment premium, and approximately $0.4 million of accrued interest. Upon payment in full, the Yorkville Debentures were satisfied and terminated, and all related security interests and liens were released.

Sale of Restricted Gold

On February 5, 2026, the Company completed the sale of its LBMA Good Delivery gold bullion previously classified as held for sale. The transaction was executed through the Company’s securities intermediary and resulted in cash proceeds of approximately $26.4 million. The Company recognized a gain of approximately $2.9 million on the sale of the gold in the first quarter of 2026. Proceeds were used, in part, to fund the repayment of the Yorkville Debentures.

Sale of Marketable securities

In January 2026, the Company sold all of its marketable securities in Empress Royalty Corp. for gross proceeds of approximately $10.2 million.

Board of Directors Appointments and Equity Issuance

In February and March 2026, the Company appointed Anthony Marciano and Shawn Matthews as non-employee members of its Board of Directors. Each director is entitled to compensation in accordance with the Company’s non-employee director compensation program, which currently includes an annual cash retainer of $40,000 and a committee retainer of $25,000 per year for each committee on which the director serves.

Between January and March 2026, the Company granted and issued 100,000 shares of Common Stock each to Kevin Gopaul, Anthony Marciano and Shawn Matthews associated with their appointment to the Board of Directors for an aggregate of 300,000 shares of common stock with an aggregate grant-date fair value of approximately $0.7 million.

Consulting Services Agreement

On February 4, 2026, the Company entered into a consulting agreement with an independent third party to provide advisory related services. The agreement has an initial term of six months and provides for a fixed consulting fee of $4.0 million, payable in installments, as well as potential transaction-based fees contingent upon the completion of certain activities during the term of the agreement.

Employee, Consulting and Advisory Agreements and Equity Awards

Between January 1, 2026 and March 16, 2026, the Company entered into multiple consulting and advisory agreements and other arrangements with employees and independent contractors to provide strategic, capital markets, investor relations, marketing, legal, and advisory services. These agreements generally provide for compensation in the form of equity-based awards granted under the Company’s equity incentive plans, including RSUs, RSAs and performance stock units (“PSUs”), as well as, in certain cases, direct issuances of common stock. Certain awards vested immediately upon grant, while others vest over time or upon the achievement of specified service, performance, or market-based conditions.

In connection with these consulting and advisory arrangements, the Company issued an aggregate of 5,645,816 shares of common stock during the period from January 1, 2026 through March 16, 2026 with an aggregate grant-date fair value of approximately $19.0 million including

Resignation of Former Chief Financial Officer

On March 15, 2026, Ferdinand Groenewald resigned as the Company’s Chief Financial Officer. In connection with the resignation, the Company entered into separation and transition arrangements with the former officer.

Pursuant to the separation agreement, the former officer is entitled to cash severance of $112,500, pro rata incentive compensation, and reimbursement of COBRA continuation coverage, subject to the terms of the agreement. Prior to his resignation on January 8, 2026, the former Chief Financial Officer had been granted 500,000 RSUs, which 100,000 were to vest on May 15, 2026, and the remaining 400,000 were to vest in equal installments quarterly over four years with a grant-date fair value of approximately $1.6 million. Of the RSUs granted,301,500 RSUs became fully vested as of the separation date, with remaining unvested equity awards cancelled.

The Company also entered into a six-month consulting agreement with Groenewald Enterprises LLC, an affiliate of the former officer providing financial reporting, SEC compliance, and transition services for a fee of $20,000 per month.

Appointment of New Chief Financial Officer

On March 15, 2026, the Company appointed Christine Plummer as Chief Financial Officer, principal financial officer, and principal accounting officer.

In connection with her appointment, the Company entered into an employment agreement with Ms. Plummer providing for an annual base salary of $350,000, eligibility for an annual discretionary bonus, and participation in the Company’s equity compensation programs. In addition, on May 16, 2026, Ms. Plummer was granted 500,000 restricted stock units, which vest in sixteen equal quarterly installments with vesting commencing on April 1, 2026 with a grant-date fair value of approximately $0.9 million.

Chief Executive Officer Equity Award

On January 8, 2026, the Company’s Chief Executive Officer was granted 1,000,000 RSUs, which 100,000 vest on Mary 15, 2026 and the remaining 900,000 vest in sixteen equal quarterly installments over four years with a grant-date fair value of approximately $3.2 million.

Interim Executive Chairman

On January 8, 2026, the Company’s Interim Executive Chairman of the Board was granted 100,000 RSUs, which vest in four equal quarterly installments over one years with a grant-date fair value of approximately $0.3 million.

Other Equity transactions

Between January 7, 2026 and March 25, 2026, an aggregate of 24,621,166 Exchangeable Shares were converted into the same number of common stock by holders of the Exchangeable Shares.

In January and February 2026, the Company issued an aggregate of 54,647 shares of common stock in exchange for 87,984 warrants cashless exercised at a weighted average exercise price of $0.9547.

On January 14, 2026, the Company granted a nonqualified stock option to purchase 250,000 shares of the Company’s common stock at an exercise price of $3.21 per share. The Option was fully vested and exercisable as of the grant date and has a contractual term often years, expiring on January 13, 2036 with a grant-date fair value of approximately $0.8 million.

In January 2026, the Company issued 178,125 shares of common stock for vested restricted stock units.