Fabric.AI, Inc.
For the period ended Mar 31, 2026. Filed May 15, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 15, 2026
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Item 5. Other Information
Rule 10b-5 Trading Arrangements
None of the Company’s officers or directors adopted, modified orterminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended March 31, 2026, as such terms are defined under Item 408(a) of Regulation S-K.
Pro Forma Condensed Consolidated Financial Statements
The pro forma adjustments reflected herein are limited to transaction accounting adjustments directly attributable to the cash proceeds received from the Series K Private Placement financing, after deducting related offering expenses (the “Transaction Accounting Adjustments”), as well as the issuance of the Waiver Warrants. The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable. The unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and does not purport to represent what the Company’s financial position or results of operations would have been had the Series K Private Placement occurred on the date assumed, nor does it purport to project the Company’s future financial position or results of operations.
After giving effect to the Series K Private Placement financing and related Transaction Accounting Adjustments, the Company’s pro forma cash and cash equivalents would have increased by approximately $19.5 million, and stockholders’ equity would have increased by approximately $15.8 million as of March 31, 2026, after the effect of estimated transaction expenses.
The unaudited pro forma condensed consolidated financial information should be read in conjunction with the Company’s unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, including Note 14. Subsequent Events.
The following pro forma financial information gives effect to the Series K Private Placement as if it had occurred on March 31, 2026.
FABRIC.AI, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
MARCH 31, 2026
| As Reported | Adjustments | Pro Forma | |
|---|---|---|---|
| ASSETS | |||
| Current assets: | |||
| Cash and cash equivalents | $3,263,540 | $19,470,000(a) | $22,733,540 |
| Restricted cash | 110,562 | — | 110,562 |
| Marketable securities | 3,416,475 | — | 3,416,475 |
| Prepaid expenses and other current assets | 1,176,058 | — | 1,176,058 |
| Total current assets | 7,966,635 | 19,470,000 | 27,436,635 |
| Operating lease – right-of-use asset | 172,853 | — | 172,853 |
| Digital assets | 1,335,336 | — | 1,335,336 |
| Deposits and other assets | 16,149 | — | 16,149 |
| Total assets | $9,490,973 | $19,470,000 | $28,960,973 |
| LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY | |||
| Current liabilities: | |||
| Accounts payable | $818,789 | $— | $818,789 |
| Accrued expenses and other current liabilities | 535,559 | — | 535,559 |
| Current portion lease obligation – operating lease | 224,424 | — | 224,424 |
| Total current liabilities | 1,578,772 | — | 1,578,772 |
| Derivative liability | 25,000 | — | 25,000 |
| Lease obligation - operating lease, net of current portion | — | — | — |
| Total liabilities | 1,603,772 | — | 1,603,772 |
| Mezzanine equity: | |||
| Redeemable Series H-7 Convertible Preferred Stock, ($0.0001 par value per share and $1,000 face value per share; authorized - 22,000 shares; issued and outstanding – 1,180 shares, at March 31, 2026). Liquidation preference of $1,327,697 as of March 31, 2026. | 1,375,892 | — | 1,375,892 |
| Redeemable Series I Convertible Preferred Stock, ($0.0001 par value per share and $1,000 face value per share; authorized - 7,000 shares; issued and outstanding – 7,000 shares at March 31, 2026). Liquidation preference of $7,079,450 as of March 31, 2026. | 5,330,996 | — | 5,330,996 |
| Contingently redeemable Series K Convertible Preferred Stock, ($0.0001 par value per share and $1,000 face value per share) - authorized - 21,500 shares; issued and outstanding - 21,500 shares at March 31, 2026). Liquidation preference of $23,005,000 as of March 31, 2026. | — | 3,678,930(a) | 3,678,930 |
| Stockholders’ equity: | |||
| Preferred Stock, (authorized – 20,000,000 shares) | — | — | — |
| Series H Convertible Preferred Stock, ($0.0001 par value per share; authorized – 8,500 shares; issued and outstanding – 8 shares as of March 31, 2026) Liquidation preference of $0 as of March 31, 2026. | — | — | — |
| Convertible Preferred Stock Series H-3, ($0.0001 par value; authorized – 8,461 shares; issued and outstanding – 1,234 shares as of March 31, 2026 and December 31, 2025, respectively) Liquidation preference of $15 as of March 31, 2026. | — | — | — |
| Series H-6 Convertible Preferred Stock, ($0.0001 par value per share; authorized – 50,000 shares; issued and outstanding – 50 shares as of March 31, 2026 and December 31, 2025, respectively) Liquidation preference of $72 as of March 31, 2026. | — | — | — |
| Common Stock, ($0.0001 par value; authorized – 1,200,000,000 and 200,000,000 shares as of March 31, 2026, and December 31, 2025, respectively; issued and outstanding – 1,455,975 shares as of March 31, 2026) | 146 | — | 146 |
| Additional paid-in capital | 141,769,305 | 15,791,070(a) | 157,560,375 |
| Accumulated deficit | (140,589,138) | — | (140,589,138) |
| Total stockholders’ equity | 1,180,313 | 15,791,070 | 16,971,383 |
| Total liabilities, mezzanine equity and stockholders’ equity | $9,490,973 | $19,470,000 | $28,960,973 |
| (a) | Adjustment reflects the Series K Private Closing. The Company incurred an estimated $2,030,000 in cash transaction costs directly attributable to the Series K Private Placement, resulting in total net proceeds of $19,470,000. The Series K Warrants and Placement Agent Warrants were determined to meet the criteria to be classified in equity pursuant to Accounting Standards Codification (‘ASC”) Topic 815 – Derivatives and Hedging and ASC Topic 480 – Distinguishing Liabilities from Equity (“ASC 480”). The Series K Preferred Stock was classified in mezzanine equity due to certain contingent redemption features pursuant to ASC 480. The Waiver Warrants were determined to meet the criteria to be classified in equity pursuant to ASC 815 and ASC 480, and thus their issuance has no impact on stockholders’ equity. |
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