IP STRATEGY HOLDINGS, INC.
For the period ended Dec 31, 2025. Filed Apr 14, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Apr 14, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits, Financial Statement Schedules
(a)Exhibits.
(a)(1) Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID 199)
Report of Independent Registered Public Accounting Firm (PCAOB ID 688)
Consolidated Balance Sheets as of December 31, 2025 and 2024
Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024
Consolidated Statements of Changes in Stockholders’ Equity / (Deficit) for the Years Ended December 31, 2025 and 2024
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024
Notes to Consolidated Financial Statements
(a)(2) Financial Statement Schedules
No financial statements have been filed under this section because they are either not required, not applicable, or because the information required is included in the consolidated financial statements or the notes thereto.
(a)(3) Exhibits
The Exhibits listed in the Exhibit Index are filed as part of this annual report on Form 10-K. Each management contract or compensatory plan or agreement listed on the Exhibit Index is identified by a hashtag.
EXHIBIT INDEX
| Exhibit · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Number | Description of Exhibits | Form | File No. | Exhibit | Filing Date |
| 3.1 | Third Amended and Restated Certificate of Incorporation of IP Strategy Holdings, Inc. | 8-K | 001-42411 | 3.1 | February 18, 2026 |
| 3.2 | Second Amended and Restated Bylaws of IP Strategy Holdings, Inc. | 8-K | 001-42411 | 3.2 | February 18, 2026 |
| 3.3 | Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock of IP Strategy Holdings, Inc. | S-1/A | 333-279382 | 3.8 | October 3, 2024 |
| 4.1 | Form of Common Stock Certificate of IP Strategy Holdings, Inc.† | ||||
| 4.2 | Form of Preferred Stock Certificate of IP Strategy Holdings, Inc.† | ||||
| 4.3 | Form of Series A Common Stock Purchase Warrant | S-1/A | 333-279382 | 4.7 | July 5, 2024 |
| 4.4 | Form of Legacy Common Stock Purchase Warrants | S-1/A | 333-279382 | 4.8 | October 25, 2024 |
| 4.5 | Form of Representative Common Stock Purchase Warrant (from initial public offering) | 8-K | 001-42411 | 4.1 | November 26, 2024 |
| 4.6 | Form of Whiskey Note Exchange Common Stock Purchase Warrant | 10-K | 001-42411 | 4.10 | April 28, 2025 |
| 4.7 | Form of Series B Common Stock Purchase Warrant | 8-K | 001-42411 | 4.1 | June 3, 2025 |
| 4.8 | Form of Advisory Common Stock Purchase Warrant | 8-K | 001-42411 | 4.2 | August 11, 2025 |
| 4.9 | Form of Placement Agent Common Stock Purchase Warrant | 8-K | 001-42411 | 4.3 | August 11, 2025 |
| 4.10 | Form of PIPE Pre-Funded Common Stock Purchase Warrant | 8-K | 001-42411 | 4.1 | August 18, 2025 |
| Exhibit · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Number | Description of Exhibits | Form | File No. | Exhibit | Filing Date |
| 4.11 · Form of Debtor Exchange Common Stock Purchase Warrant† | |||||
| 4.12 | Form of Series B Exchange Common Stock Purchase Warrant | S-1/A | 333-289870 | 4.15 | October 16, 2025 |
| 4.13 | Description of the Registrant’s Securities† | ||||
| 10.1 | 2019 Stock Incentive Plan#† | ||||
| 10.2 | 2024 Equity Incentive Plan#† | ||||
| 10.3 | Form of restricted stock unit award agreement† | ||||
| 10.4 | Form of October 2023 Exchange Agreement | S-1/A | 333-279382 | 10.6 | October 3, 2024 |
| 10.5 | Form of Amendment to October 2023 Exchange Agreement | S-1/A | 333-279382 | 10.7 | October 3, 2024 |
| 10.6 | Amendment dated October 24, 2024 to October 2023 Exchange Agreement | S-1/A | 333-279382 | 10.11 | October 25, 2024 |
| 10.7 | Form of April 2024 Exchange Agreement | S-1/A | 333-279382 | 10.8 | October 3, 2024 |
| 10.8 | Form of Registration Rights Agreement, dated as of August 11, 2025, between Company and each Purchaser (as defined therein) | 8-K | 001-42411 | 10.2 | August 11, 2025 |
| 10.9 | Placement Agency Agreement dated as of August 11, 2025, among the Company, Cantor Fitzgerald & Co., and Roth Capital Partners, LLC | 8-K | 001-42411 | 10.3 | August 11, 2025 |
| 10.10 | Form of August 2025 Series B Preferred Stock Exchange Agreement | S-1/A | 333-289870 | 10.21 | October 16, 2025 |
| 10.11 | Employment Agreement dated as of October 1, 2025 of Justin Stiefel# | 8-K | 001-42411 | 10.1 | October 3, 2025 |
| 10.12 | Employment Agreement dated as of October 1, 2025 of Jennifer Stiefel# | 8-K | 001-42411 | 10.2 | October 3, 2025 |
| 10.13 | Employment Agreement dated as of October 1, 2025 of Michael Carrosino# | 8-K | 001-42411 | 10.3 | October 3, 2025 |
| 19 | Insider Trading Policy† | ||||
| 21.1 | Subsidiaries of the Registrant† | ||||
| 23.1 | Consent of Independent Registered Public Accounting Firm (CBIZ CPAs P.C.)† | ||||
| 23.2 | Consent of Independent Registered Public Accounting Firm (Marcum LLP)† | ||||
| 31.1 | Certification of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002† | ||||
| 31.2 | Certification of the Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002† | ||||
| 32 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002† | ||||
| 97 | IP Strategy Holdings, Inc. Clawback Policy adopted November 21, 2024† | ||||
| 101.INS | Inline XBRL Instance Document.† | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document.† | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document.† | ||||
| Exhibit | Incorporated by Reference | ||||
| Number | Description of Exhibits | Form | File No. | Exhibit | Filing Date |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document.† | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document.† | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document.† | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | ||||
| # | Indicates a management contract or compensatory plan. |
| † | Filed herewith |
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