Greenlane Holdings, Inc.
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
View on SEC.govAbout this filing
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.
Jun 30, 2026 · Filed Aug 14, 2026
GNLN$1.16-5.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001493152-26-023857
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001493152-26-038441
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 127 previous paragraphs and 161 current paragraphs.
93 unchanged; 25 reworded; 35 added; 9 removed; 0 previous and 8 current paragraphs rearranged.
Tables are not compared: 4 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (35)
Current report
The Company’s legacy business operates through vapor.com as an asset-light drop-ship referral service. The Company holds no inventory and does not handle or manufacture physical goods; revenue is earned on a referral basis as orders are fulfilled directly by third-party suppliers.
Current report
Nasdaq Market Value of Listed Securities Requirement
Current report
On July 22, 2026, the staff of the SEC, acting pursuant to delegated authority, approved an amendment to the Nasdaq listing standards (Release No. 34-105971; SR-NASDAQ-2026-004) that would establish a minimum market value of listed securities requirement of $5.0 million for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(6). Petitions seeking review of the approval order by the Commission were subsequently filed and, on July 29, 2026, the approval order was stayed pursuant to Rule 431(e) of the SEC’s Rules of Practice, 17 C.F.R. 201.431(e), pending review by the Commission. As a result, the ultimate effectiveness and timing of the amended rule remain subject to Commission review.
Current report
Absent the stay, the Company’s current market value of listed securities would be below the $5.0 million threshold under the amended rule. The amended rule, as approved, does not provide a compliance or cure period, and, if the amended rule takes effect following Commission review and the Company does not then satisfy it, the Company could receive a Staff Delisting Determination following a period of 30 consecutive business days of noncompliance, which would be accompanied by an immediate suspension of trading in the Common Stock; a request for review by a Nasdaq Hearings Panel would not stay the suspension. As of the date of this Quarterly Report, the Company has not received a deficiency notice or Staff Delisting Determination from the Nasdaq staff. The Company is monitoring its market value of listed securities, the status of the Commission’s review, and communications from the Nasdaq staff, and is evaluating alternatives to increase its market value of listed securities. If the Common Stock were delisted from Nasdaq, the Company expects that the Common Stock would be quoted on an over-the-counter market, which would adversely affect the liquidity and market price of the Common Stock, the Company’s ability to issue securities, including under the ATM Offering, and the Company’s ability to access the capital markets.
Current report
In preparing the financial statements for the quarter ended June 30, 2026, and based on information available through the issuance date of the financial statements, management determined that a loss associated with certain direct purchaser antitrust actions was probable, but concluded that the amount or range of loss could not be reasonably estimated at this time, and accordingly no accrual was recorded. This determination reflects significant judgment, including consideration of the Board's settlement authorization, the assessment of litigation counsel, and other information available to management, and may change as the matter develops.
Current report
The following table presents gross margin for Wholesale and Distribution operations for the three months ended June 30, 2026 and 2025, respectively:
Current report
The following table presents gross margin for Digital Asset operations for the three months ended June 30, 2026 and 2025, respectively:
Current report
Gross margin for the Wholesale and Distribution Segment was approximately 39.0% for the three months ended June 30, 2026, compared to approximately 0.3% for the same period in 2025. The Wholesale and Distribution Segment reported net revenue of approximately $82 thousandand cost of sales ofapproximately $50 thousandfor the three months ended June 30, 2026. The Digital Asset Segment reported staking and yield revenue of approximately $0.3 million for the three months ended June 30, 2026, presented below gross profit (loss)and excluded from gross margin. The Digital Asset Segment does not currently have associated cost of revenue. See “Note 11 — Segment Reporting” for additional information.
Current report
The gross loss in the Wholesale and Distribution Segment for the six months ended June 30, 2026 was primarily attributable to the liquidation of remaining legacy inventory at discounted prices during the first quarter of 2026, in connection with the Company’s continued transition to an asset-light, drop-ship operating model.
Current report
Salaries, benefits and payroll taxes were approximately $0.7 million for the three months ended June 30, 2026, compared to approximately $1.1 million for the same period in 2025, a decrease of approximately $0.4 million, or 34.0%. The decrease was primarily attributable to lower legacy headcount, partially offset by approximately $0.4 million of personnel costs associated with the newly established Digital Asset Segment, which did not exist in the prior year comparative period.
Current report
General and administrative expenses were approximately $2.5 million for the three months ended June 30, 2026, compared to approximately $1.9 million for the same period in 2025, an increase of approximately $0.6 million, or 30.3%. The increase was primarily attributable to higher legal, professional and advisory fees, higher bad debt expense, and approximately $1.1 million of costs incurred by the newly established Digital Asset Segment, partially offset by lower rent, insurance and public company costs following the reduction in scale of the legacy operations, and a gain of approximately $69 thousand on the disposal of fixed assets.
Current report
Depreciation and amortization expense was approximately $0.1 million for the three months ended June 30, 2026, compared to approximately $0.2 million for the same period in 2025, a decrease of approximately $0.1 million or 37.3%. The decrease was primarily attributable to the reduction in fixed assets associated with the reduced-scale legacy operations.
Current report
Impairment of investments
Current report
Impairment of investments was $1.8 million for the three months ended June 30, 2026, compared to $0 for the same period in 2025. During the three months ended June 30, 2026, the Company identified impairment indicators for its investment in Airgraft Inc. and recorded an impairment charge of approximately $1.8 million to reduce the carrying value of the investment to its estimated fair value. The Company did not identify any impairment or observable price changes requiring adjustment in the three months ended June 30, 2025.
Current report
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Current report
Wholesale and Distribution Operations
Current report
The Company continued to operate its wholesale and distribution business at a reduced scale during the six months ended June 30, 2026, consistent with its transition to an asset-light, drop-ship model, compared to the same period in 2025.
Current report
The following table presents gross margin for Wholesale and Distribution operations for the six months ended June 30, 2026 and 2025, respectively:
Current report
Digital Asset Operations
Current report
During the six months ended June 30, 2026, the Company deployed approximately $11.3 million in cash and stablecoin balances to acquire additional BERA as part of its digital asset treasury strategy. During the first half of 2026, digital asset markets continued to experience broad-based volatility and price declines. For the six months ended June 30, 2026, the Company recognized a fair value loss on digital assets of approximately $32.0 million and recognized approximately $0.7 million of staking and yield revenue.
Current report
The following table presents gross margin for Digital Asset operations for the six months ended June 30, 2026 and 2025, respectively:
Current report
Net Revenue
Current report
For the six months ended June 30, 2026, net revenue was approximately $0.1 million, compared to approximately $2.3 million for the same period in 2025, representing a decrease of approximately $2.1 million, or 95.2%. Net revenue in both periods consisted entirely of net sales from the Wholesale and Distribution Segment. Staking and yield revenue of approximately $0.7 million earned by the Digital Asset Segment is presented separately below gross profit (loss)in the condensed consolidated statements of operations and comprehensive loss and is not included in net revenue. See “Note 11 — Segment Reporting” for additional information.
Current report
The Wholesale and Distribution Segment generated a negative gross margin of approximately 158.7% for the six months ended June 30, 2026, compared to a positive gross margin of approximately 32.0% for the same period in 2025. The Wholesale and Distribution Segment reported net revenue of approximately $0.1 million and cost of sales of approximately $0.3 million for the six months ended June 30, 2026, compared to net revenue of approximately $2.3 million and cost of sales of approximately $1.5 million for the same period in 2025. The Digital Asset Segment reported staking and yield revenue of approximately $0.7 million for the six months ended June 30, 2026, presented below gross profit (loss)and excluded from gross margin. See “Note 11 — Segment Reporting” for additional information.
Current report
Salaries, Benefits and Payroll Taxes
Current report
Salaries, benefits and payroll taxes were approximately $2.2 million for the six months ended June 30, 2026, compared to approximately $2.4 million for the same period in 2025, a decrease of approximately $0.2 million, or 9.0%. The decrease was primarily attributable to lower legacy headcount, partially offset by approximately $0.8 million of personnel costs associated with the newly established Digital Asset Segment, which did not exist in the prior year comparative period.
Current report
General and Administrative Expenses
Current report
General and administrative expenses were approximately $6.5 million for the six months ended June 30, 2026, compared to approximately $4.8 million for the same period in 2025, an increase of approximately $1.8 million, or 36.7%. The increase was primarily attributable to approximately $3.7 million of costs incurred by the newly established Digital Asset Segment and approximately $1.8 million of higher legal, professional and advisory fees, together with higher bad debt expense and a loss on lease termination recognized in the first quarter of 2026. These increases were partially offset by lower rent expense following the wind-down of legacy facilities, lower public company costs, a gain on the disposal of fixed assets, and the non-recurrence of restructuring costs incurred in the prior-year period.
Current report
Depreciation and Amortization Expense
Current report
Depreciation and amortization expense was approximately $0.3 million for the six months ended June 30, 2026, compared to approximately $0.3 million for the same period in 2025, a decrease of approximately $54 thousand or 17.6%. The decrease was primarily attributable to the reduction in fixed assets associated with the reduced-scale legacy operations.
Current report
Interest income (expense), net
Current report
Impairment of investments
Current report
Impairment of investments was $1.8 million for the six months ended June 30, 2026, compared to $0 for the same period in 2025. The entire charge was recorded during the three months ended June 30, 2026, when the Company identified impairment indicators for its investment in Airgraft Inc. and recorded an impairment charge of approximately $1.8 million to reduce the carrying value of the investment to its estimated fair value. The Company did not identify any impairment or observable price changes requiring adjustment in the six months ended June 30, 2025.
Current report
Other Income (Expense), Net
Current report
Other income (expense), net was an expense of approximately $0.5 million for the six months ended June 30, 2026, compared to a nominal amount of income for the same period in 2025. The increase in expense was primarily attributable to the settlement and write-off of legacy balances in connection with the reduction in scale of the legacy operations.
Removed paragraphs (9)
Previous report
● The Company received cash and stablecoin proceeds and BERA tokens.
Previous report
● The Board was reconstituted to include digital asset and capital markets expertise.
Previous report
● A Digital Assets Committee was formed to oversee treasury strategy and risk management.
Previous report
● The Company adopted a capital allocation model centered on BERA accumulation and deployment.
Previous report
The Company’s legacy business consists of lifestyle accessories and consumer products historically distributed through wholesale and direct-to-consumer channels.
Previous report
Consolidated gross margin was approximately 48% for the three months ended March 31, 2026, compared to approximately 49% for the same period in 2025. The consolidated gross margin percentage reflects the inclusion of approximately $421 thousand of staking revenue from the Digital Asset Segment, which does not currently have associated cost of revenue, together with the reduced-scale Wholesale and Distribution Segment, which generated approximately $27 thousand of net revenue and approximately $231 thousand of cost of sales. Accordingly, consolidated gross margin is not directly comparable to the gross margin of the legacy wholesale and distribution businesson a stand-alone basis. See “Note 11 — Segment Reporting” for additional information.
Previous report
Salaries, benefits and payroll taxes were approximately $1.4 million for the three months ended March 31, 2026, compared to approximately $1.3 million for the same period in 2025. The increase was primarily attributable to stock-based compensation expense related to employee equity awards granted in October 2025, partially offset by lower headcount and reduced legacy operating activity.
Previous report
General and administrative expenses were approximately $4.0 million for the three months ended March 31, 2026, compared to approximately $2.8 million for the same period in 2025. The increase was primarily attributable to higher legal, professional, advisory, insurance and public company costs. The 2026 period included approximately $2.3 million of elevated legal, professional, and advisory costs related to Nasdaq compliance and delisting appeal matters, reverse stock split activities, employment and compensation matters, legacy facility exits, and the termination of the new facility lease. These costs were elevated during the period and are not expected to recur at the same level in future periods.
Previous report
Depreciation and amortization expense was approximately $0.1 million for each of the three months ended March 31, 2026 and 2025. Depreciation and amortization expense remained relatively consistent year over year as there were no significant additions to fixed assets during the period.
Reworded paragraphs (25)
Previous wording
As of March 31, 2026, a substantial majority of the Company’s balance sheet consisted of digital assets and U.S. dollar cash and dollar-pegged stablecoins, which are classified within cash and cash equivalents on the consolidated balance sheets. The Company’s financial condition, liquidity profile, and results of operations are therefore significantly influenced by digital asset market conditions, including the fair value of its BERA holdings.
Current wording
As of June 30, 2026, a substantial majority of the Company’s balance sheet consisted of digital assets, cash and cash equivalents (including U.S. dollar-denominated stablecoins that meet the criteria for cash equivalents), and Stablecoin-related protocol instruments. The Company’s financial condition, liquidity profile, and results of operations are therefore significantly influenced by digital asset market conditions, including the fair value of its BERA holdings.
Previous wording
The Company has implemented a treasury policy that sets guidelines for digital asset diversification, liquidity, and risk management, and is overseen by the Board’s Digital Asset Committee. The Company’s digital asset treasury strategy, subject to these guidelines, consists of five core components:
Current wording
The Company has implemented a treasury policy that sets guidelines for digital asset diversification, liquidity, and risk management, and is overseen by the Board’s Digital Assets Committee. The Company’s digital asset treasury strategy, subject to these guidelines, consists of five core components:
Previous wording
Through ongoing participation in the Berachain ecosystem, the Company may earn Berachain Governance Token (“BGT”), a non-transferable governance token. BGT may provide governance influence within the ecosystem, subject to protocol rules. The Company does not control protocol governance and cannot assure that BGT will confer any anticipated influence or economic benefit.
Current wording
Through participation in the Berachain ecosystem, the Company earned Berachain Governance Token (“BGT”), a non-transferable governance token, through July 7, 2026. On July 7–8, 2026, subsequent to the balance sheet date, the Berachain network implemented a protocol upgrade that permanently discontinued BGT issuance and transitioned network incentives to a model centered on BERA and staked BERA. As of June 30, 2026, the Company held 198,031 BGT with a fair value of approximately $40 thousand, and is evaluating available redemption or migration mechanisms for this position. The Company did not control protocol governance and could not assure that BGT would confer any anticipated influence or economic benefit.
Previous wording
In connection with the October 2025 PIPE transaction, the Company agreed to certain contractual transfer restrictions on a portion of its BERA holdings. As of December 31, 2025, while these contractual provisions were in place, no operational lockup mechanism had been implemented, and the Company retained the ability to utilize such BERA for staking and other activities. An operational lockup mechanism was implemented in mid-February 2026, with restrictions scheduled to expire on April 23, 2026. Management concluded that, as of December 31, 2025, these contractual provisions did not impact the fair value measurement or classification of the Company’s BERA holdings.
Current wording
In connection with the October 2025 PIPE transaction, the Company agreed to certain contractual transfer restrictions on a portion of its BERA holdings. As of December 31, 2025, while these contractual provisions were in place, no operational lockup mechanism had been implemented, and the Company retained the ability to utilize such BERA for staking and other activities. An operational lockup mechanism was implemented in mid-February 2026, with restrictions scheduled to expire on April 23, 2026. Management concluded that, as of December 31, 2025, these contractual provisions did not impact the fair value measurement or classification of the Company’s BERA holdings. This operational lockup mechanism, applicable to the Company’s PIPE-related contractual transfer restrictions, expired according to its terms on April 23, 2026, and is separate and distinct from the Berachain protocol-level vesting restrictions described in Note 7, which continued to apply to a portion of the Company’s BERA holdings as of June 30, 2026.
Previous wording
Revenue from the legacy segment declined significantly during fiscal 2025 and is expected to represent a decreasing proportion of overall Company activity.
Current wording
Revenue from this segment declined significantly during fiscal 2025 and is expected to represent a decreasing proportion of overall Company activity.
Previous wording
The legacy business is currently managed to preserve liquidity and fulfill contractual obligations. The Company does not currently prioritize expansion of this segment. As of December 31, 2025, the Company no longer maintained warehouse inventory and had transitioned the remaining business to a drop-ship operating model supported by its existing e-commerce platform, vapor.com.
Current wording
This business is currently managed to preserve liquidity and fulfill contractual obligations. The Company does not currently prioritize expansion of this segment.
Previous wording
Beginning in October 2025, the Company transitioned to a digital asset treasury strategy following a $110.7 million private investment in public equity transaction, which included cash, stablecoins, and BERA, the principal token of the Berachain ecosystem. During the remainder of 2025 and the three months ended March 31, 2026, the Company deployed a portion of its cash and stablecoin balances to acquire additional BERA.
Current wording
Beginning in October 2025, the Company transitioned to a digital asset treasury strategy following a $110.7 million private investment in public equity transaction, which included cash, stablecoins, and BERA, the principal token of the Berachain ecosystem. During the remainder of 2025 and the six months ended June 30, 2026, the Company deployed a portion of its cash and stablecoin balances to acquire additional BERA.
Previous wording
During the fourth quarter of 2025 and into the first quarter of 2026, digital asset markets experienced broad-based volatility and price declines. The Company’s BERA holdings were also impacted by market volatility. For the three months ended March 31, 2026, the Company recognized a fair value loss on digital assets of approximately $12.9 million. The Company also recognized approximately $0.4 million of staking revenue during the period.
Current wording
During the fourth quarter of 2025 and into the first and second quarters of 2026, digital asset markets experienced broad-based volatility and price declines. The Company’s BERA holdings were also impacted by market volatility. For the three months ended June 30, 2026, the Company recognized a fair value loss on digital assets of approximately $19.1 million. The Company also recognized approximately $0.3 million of staking and yield revenue during the period.
Previous wording
For the three months ended March 31, 2026, net revenue was approximately $0.4 million, compared to approximately $1.5 million for the same period in 2025, representing a decrease of approximately $1.0 million, or 70%. Net revenue for the three months ended March 31, 2026 included approximately $27 thousand of net sales from the Wholesale and Distribution Segment and approximately $417 thousand of staking revenue from the Digital Asset Segment. The year-over-year decrease was primarily attributable to lower sales volume, reduced inventory availability, and the transition of the legacy business to a lower-scale operating model, partially offset by staking revenue generated from the Digital Asset Segment. See “Note 11 — Segment Reporting” for additional information.
Current wording
For the three months ended June 30, 2026, net revenue was approximately $0.1 million, compared to approximately $0.8 millionfor the same period in 2025, representing a decrease of approximately $0.7 million, or 89.6%. Net revenue in both periods consisted entirely of net sales from the Wholesale and Distribution Segment. Staking and yield revenue of approximately $0.3 million earned by the Digital Asset Segment is presented separately below gross profit (loss)in the condensed consolidated statements of operations and comprehensive loss and is not included in net revenue. The year-over-year decrease was primarily attributable to the transition of the legacy business to a lower-scale operating model, including lower sales volume and the exit of leased facilities. See “Note 11 — Segment Reporting” for additional information.
Previous wording
For the three months ended March 31, 2026, cost of sales was approximately $0.2 million, compared to approximately $0.7 million for the same period in 2025, representing a decrease of approximately $0.5 million, or 69%. Cost of sales for both periods related exclusively to the Wholesale and Distribution Segment and did not include costs associated with staking revenue from the Digital Asset Segment. The decrease was primarily driven by lower legacy wholesale and distribution sales volume and the Company’s transition to a reduced-scale, asset-light operating model.
Current wording
For the three months ended June 30, 2026, cost of sales was approximately $0.1 million, compared to approximately $0.8 million for the same period in 2025, representing a decrease of approximately $0.7 million, or 93.6%. Cost of sales for both periods related exclusively to the Wholesale and Distribution Segment and did not include costs associated with staking and yield revenue from the Digital Asset Segment. The decrease was primarily driven by lower legacy wholesale and distribution sales volume and the Company’s transition to a reduced-scale, asset-light operating model.
Previous wording
Digital assets consisted primarily of BERA held in the Company’s digital asset treasury. These assets are remeasured to fair value at the end of each reporting period, with changes recognized in earnings. For the three months ended March 31, 2026, the Company recognized a fair value loss of approximately $12.9 million, primarily driven by market fluctuations in BERA. As of March 31, 2026, the fair value of digital assets on the condensed consolidated balance sheet was approximately $34.2 million.
Current wording
Digital assets consisted primarily of BERA held in the Company’s digital asset treasury. These assets are remeasured to fair value at the end of each reporting period, with changes recognized in earnings. For the three months ended June 30, 2026, the Company recognized a fair value loss of approximately $19.1 million, primarily driven by market fluctuations in BERA. As of June 30, 2026, the fair value of digital assets on the condensed consolidated balance sheet was approximately $16.4 million.
Previous wording
Other income (expense), net was an expense of approximately $0.2 million for the three months ended March 31, 2026, compared to approximately $0 for the same period in 2025. The increase in expense was primarily attributable to foreign currency remeasurement and related legacy balance sheet cleanup activity.
Current wording
Other income (expense), net was an expense of approximately $0.7 million for the three months ended June 30, 2026, compared to a nominal amount of income for the same period in 2025. The increase in expense was primarily attributable to the settlement and write-off of legacy balances in connection with the reduction in scale of the legacy operations.
Previous wording
Interest income, net was approximately $34 thousand for the three months ended March 31, 2026, compared to approximately $0.4 million interest expense for the same period in 2025. The improvement was primarily attributable to the repayment of the Company’s outstanding debt in February 2025.
Current wording
Interest income, net was approximately $0.1 million for the six months ended June 30, 2026, compared to interest expense, net of approximately $0.4 million for the same period in 2025. The improvement was primarily attributable to the repayment of the Company’s outstanding debt in February 2025.
Previous wording
As of March 31, 2026, the Company had approximately $13.3 million of cash and cash equivalents, $4.0 million in stablecoin-related instruments, $34.2 million in digital asset holdings, and working capital of approximately $13.8 million, compared to $32.5 million of cash and cash equivalents and working capital of approximately $28.9 million as of December 31, 2025. The decrease in working capital was primarily attributable to cash used in operations and purchases of digital assets during the quarter.
Current wording
As of June 30, 2026, the Company had approximately $6.1 million of cash and cash equivalents, $8.1 million in stablecoin-related protocol instruments, $16.4 million in digital asset holdings, and working capital of approximately $8.9 million, compared to $32.5 million of cash and cash equivalents and working capital of approximately $28.9 million as of December 31, 2025. The decrease in working capital was primarily attributable to cash used in operations and purchases of digital assets during the six months ended June 30, 2026.
Previous wording
The Company’s primary sources of liquidity to meet near-term operating needs are cash and cash equivalents, including qualifying U.S. dollar-denominated stablecoins, and proceeds from equity issuances. Stablecoin-related instruments that do not qualify as cash equivalents are excluded from cash and cash equivalents and presented based on their nature and risk profile.
Current wording
The Company’s primary sources of liquidity to meet near-term operating needs are cash and cash equivalents, including qualifying U.S. dollar-denominated stablecoins, and proceeds from equity issuances. Stablecoin-related instruments that do not qualify as cash equivalents are excluded from cash and cash equivalents and presented separately, based on their nature and risk profile. These instruments are, in composition, substantially comprised of U.S. dollar-denominated stablecoins deployed into yield-generating protocol positions rather than held as spot stablecoins, and are subject to smart contract, protocol liquidity, and governance risk not present in directly-held stablecoins. While not classified as cash equivalents, management evaluates the Company’s overall liquidity position inclusive of this balance, together with cash and cash equivalents.
Previous wording
On January 7, 2026, the Company entered into a Sales Agreement with Yorkville Securities, LLC pursuant to which the Company may, from time to time, offer and sell shares of its Class A common stock through or to Yorkville, acting as sales agent or principal. On January 7, 2026, the Company filed a prospectus supplement in connection with the ATM Offering for up to $5.4 million of shares of Class A common stock. As of the date of this Quarterly Report, the Company has not made any sales under the ATM Offering.
Current wording
On January 7, 2026, the Company entered into a Sales Agreement with Yorkville Securities, LLC pursuant to which the Company may, from time to time, offer and sell shares of its Class A common stock through or to Yorkville, acting as sales agent or principal. On January 7, 2026, the Company filed a prospectus supplement in connection with the ATM Offering for up to $5,355,687 of shares of Class A common stock. As of the date of this Quarterly Report, the Company has not made any sales under the ATM Offering.
Previous wording
During the first quarter of 2026, the Company continued executing its digital asset treasury strategy. In connection with this strategy, the Company entered into token purchase and lending arrangements with Berachain Operations Corporation to facilitate BERA acquisition activity. The Company’s maximum exposure under the lending arrangement during the quarter was $5.0 million, of which approximately $0.2 million remained outstanding as of March 31, 2026. The Company monitors these arrangements through its digital asset governance framework, including Digital Assets Committee oversight and related-party review procedures.
Current wording
During the six months ended June 30, 2026, the Company continued executing its digital asset treasury strategy, including token purchase and lending arrangements with Berachain Operations Corporation to facilitate BERA acquisition activity. The Company’s maximum amount available under the lending arrangement as of June 30, 2026 was $5.0 million. The Company monitors these arrangements through its digital asset governance framework, including Digital Assets Committee oversight and related-party review procedures.
Previous wording
Management has evaluated the Company’s ability to continue as a going concern in accordance with ASC 205-40. Based on the Company’s current cash position, cash equivalents, digital asset holdings, and expected operating cash flows, management believes that there is no substantial doubt about the Company’s ability to continue as a going concern for at least twelve months from the date of issuance of these condensed consolidated financial statements.
Current wording
Management has evaluated the Company’s ability to continue as a going concern in accordance with ASC 205-40. Based on the Company’s current cash and cash equivalents, together with its stablecoin-related protocol instruments and expected operating cash requirements for the twelve months following the date of issuance of these condensed consolidated financial statements, management believes that these resources are sufficient to fund the Company’s estimated operating cash requirements for that period without reliance on the Company’s digital asset holdings. Accordingly, management believes that there is no substantial doubt about the Company’s ability to continue as a going concern for at least twelve months from the date of issuance of these condensed consolidated financial statements.
Previous wording
On April 7, 2026, the board of directors of the Company authorized the repurchase by the Company of up to $2 million of the Company’s outstanding shares of Class A common stock (the “Repurchase Plan”). The Company may buy back its shares of Class A common stock from time to time, in amounts, at prices, and at such times as the Company deems appropriate, subject to market conditions, pursuant to Rule 10b-18 of the Exchange Act, and federal and state laws governing such transactions, through a variety of methods, which may include open market purchases, privately negotiated transactions, block trades, or one or more trading plans adopted in accordance with Rule 10b5-1 of the SEC or by any combination of such methods. The Repurchase Program does not oblige the Company to acquire any specific number of shares or any shares at all, and may be modified, discontinued, or suspended at any time. As of the date hereof, the Company has not made any repurchases under the Repurchase Plan.
Current wording
On April 7, 2026, the board of directors of the Company authorized the repurchase by the Company of up to $2 million of the Company’s outstanding shares of Class A common stock (the “Repurchase Plan”). The Company may buy back its shares of Class A common stock from time to time, in amounts, at prices, and at such times as the Company deems appropriate, subject to market conditions, pursuant to Rule 10b-18 of the Exchange Act, and federal and state laws governing such transactions, through a variety of methods, which may include open market purchases, privately negotiated transactions, block trades, or one or more trading plans adopted in accordance with Rule 10b5-1 of the SEC or by any combination of such methods. The Repurchase Plan does not oblige the Company to acquire any specific number of shares or any shares at all, and may be modified, discontinued, or suspended at any time. As of the date hereof, the Company has not made any repurchases under the Repurchase Plan.
Previous wording
During the three months ended March 31, 2026, net cash used in operating activities was approximately $4.8 million. Operating cash use was primarily driven by the Company’s net loss of $18.2 million, adjusted for non-cash items, including the $12.9 million fair value loss on digital assets, stock-based compensation, depreciation and amortization, and changes in working capital.
Current wording
During the six months ended June 30, 2026, net cash used in operating activities was approximately $7.1 million. Operating cash use was primarily driven by the Company’s net loss of $43.0 million, adjusted for non-cash items, including the $32.0 million fair value loss on digital assets, the $1.8 million impairment of investments, stock-based compensation, depreciation and amortization, and changes in working capital.
Previous wording
During the three months ended March 31, 2025, net cash used in operating activities was approximately $3.4 million, primarily driven by the Company’s net loss of $3.9 million, adjusted for non-cash items and changes in working capital.
Current wording
During the six months ended June 30, 2025, net cash used in operating activities was approximately $7.9 million, primarily driven by the Company’s net loss of $7.1 million, adjusted for non-cash items and changes in working capital.
Previous wording
During the three months ended March 31, 2026, net cash used in investing activities was approximately $14.4 million, primarily related to purchases of digital assets and stablecoin-related protocol instruments as part of the Company’s digital asset treasury strategy.
Current wording
During the six months ended June 30, 2026, net cash used in investing activities was approximately $19.4 million, primarily related to purchases of digital assets and Stablecoin-related protocol instruments as part of the Company’s digital asset treasury strategy.
Previous wording
During the three months ended March 31, 2025, net cash used in investing activities was approximately $16,000, primarily related to capital expenditures.
Current wording
During the six months ended June 30, 2025, net cash used in investing activities was approximately $0.1 million, primarily related to capital expenditures.
Previous wording
During the three months ended March 31, 2026, there was no cash provided by or used in financing activities.
Current wording
During the six months ended June 30, 2026, there was no cash provided by or used in financing activities.
Previous wording
During the three months ended March 31, 2025, net cash provided by financing activities was approximately $11.1 million, primarily consisting of approximately $19.0 million in proceeds from the February 2025 private placement, partially offset by approximately $8.0 million in debt repayments.
Current wording
During the six months ended June 30, 2025, net cash provided by financing activities was approximately $12.8 million, primarily consisting of approximately $20.7 million in proceeds from the February 2025 private placement, partially offset by approximately $8.0 million in debt repayments.
Rearranged current paragraphs (8)
Current report — wording carried from elsewhere
Interest income, net was approximately $22 thousand for the three months ended June 30, 2026, compared to $0 for the same period in 2025. The improvement was primarily attributable to the repayment of the Company’s outstanding debt in February 2025.
Current report — wording carried from elsewhere
The following table presents operating results for the six months ended June 30, 2026 and 2025, respectively:
Current report — wording carried from elsewhere
Cost of Sales and Gross Margin
Current report — wording carried from elsewhere
For the six months ended June 30, 2026, cost of sales was approximately $0.3 million, compared to approximately $1.5 million for the same period in 2025, representing a decrease of approximately $1.3 million, or 81.6%. Cost of sales for both periods related exclusively to the Wholesale and Distribution Segment and did not include costs associated with staking and yield revenue from the Digital Asset Segment.
Current report — wording carried from elsewhere
Stock-based compensation – strategic advisory warrants
Current report — wording carried from elsewhere
Stock-based compensation expense related to strategic advisory warrants was approximately $0.5 million for the six months ended June 30, 2026, compared to $0 for the same period in 2025. These awards are accounted for under ASC 718, and the related grant-date fair value is recognized over the applicable service periods. The expense is non-cash in nature and is presented separately within operating expenses.
Current report — wording carried from elsewhere
Change in fair value of digital assets
Current report — wording carried from elsewhere
For the six months ended June 30, 2026, the Company recognized a fair value loss on digital assets of approximately $32.0 million, primarily driven by market fluctuations in BERA. As of June 30, 2026, the fair value of digital assets on the condensed consolidated balance sheet was approximately $16.4 million.