# Stablecoin Development Corp: Form 10-K/A for the period ended Dec 31, 2025 - Company: [Stablecoin Development Corp](/companies/sdev.md) (CIK 1389545) - Form: 10-K/A - Filed: 2026-04-29 - Accepted by EDGAR: Apr 29, 2026, 17:13 ET - Period: 2025-12-31 - Accession: 0001437749-26-013913 - Inline XBRL: yes - Main document: https://www.sec.gov/Archives/edgar/data/1389545/000143774926013913/nby20251231d_10ka.htm - All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1389545/000143774926013913/ ## Figures reported in this filing Standardized XBRL line items for the period ended 2025-12-31. | Line item | Period | Value | XBRL concept | | --- | --- | ---: | --- | | Operating income | 12 months, 2025-01-01 to 2025-12-31 | −$8.4m | us-gaap:OperatingIncomeLoss | | Income tax | 12 months, 2025-01-01 to 2025-12-31 | $0 | us-gaap:IncomeTaxExpenseBenefit | | Net income | 12 months, 2025-01-01 to 2025-12-31 | −$630.8m | us-gaap:NetIncomeLoss | | Basic EPS | 12 months, 2025-01-01 to 2025-12-31 | −$108.39 | us-gaap:EarningsPerShareBasic | | Operating cash flow | 12 months, 2025-01-01 to 2025-12-31 | −$8.4m | us-gaap:NetCashProvidedByUsedInOperatingActivities | | Dividends paid | 12 months, 2025-01-01 to 2025-12-31 | $4.8m | us-gaap:PaymentsOfDividends | | Cash and equivalents | at 2025-12-31 | $8.0m | us-gaap:CashAndCashEquivalentsAtCarryingValue | | Current assets | at 2025-12-31 | $8.7m | us-gaap:AssetsCurrent | | Total assets | at 2025-12-31 | $9.0m | us-gaap:Assets | | Current liabilities | at 2025-12-31 | $1.1m | us-gaap:LiabilitiesCurrent | | Total liabilities | at 2025-12-31 | $640.5m | us-gaap:Liabilities | | Shareholders' equity | at 2025-12-31 | −$631.8m | us-gaap:StockholdersEquity | ## Risk factors As filed, 3,123 characters. There are no changes to Item 1A as disclosed in our originally filed Annual Report on Form 10-K for the year ended December 31, 2025 except for the addition of the following risk factor. \- 4 - ### Risks Related to Our Common Stock ***We have identified a material weakness in our internal control over financial reporting that resulted in the restatement of our consolidated financial statements included in this Annual Report on Form 10-K/A. This material weakness, uncorrected, could continue to affect adversely our ability to report our results of operations and financial condition accurately and in a timely manner.*** Our management is responsible for maintaining internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025, and identified a material weakness in our controls over the review of the contractual terms of our outstanding equity-linked financial instruments and the identification of triggering events under those instruments. As a result of this material weakness, our management concluded that our internal control over financial reporting and our disclosure controls and procedures were not effective as of December 31, 2025. See *Part II - Item 9A, “Controls and Procedures.”* A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. The effectiveness of any controls or procedures is subject to certain limitations, and as a result, there can be no assurance that our controls and procedures will detect all errors or fraud. A control can provide only reasonable, not absolute, assurance that the objectives of the control system will be attained. We also cannot assure you that other material weaknesses will not arise as a result of our past failure to maintain adequate internal controls and procedures or that circumvention of those controls and procedures will not occur. Additionally, even improved controls and procedures may not be adequate to prevent or identify errors or irregularities or ensure that our financial statements are prepared in accordance with generally accepted accounting principles. If we cannot maintain and execute adequate internal control over financial reporting or implement required new or improved controls that provide reasonable assurance of the reliability of the financial reporting and preparation of our financial statements for external use, we could suffer harm to our reputation, fail to meet our public reporting requirements on a timely basis, or be unable to report properly on our business and the results of our operations, and the market price of our securities could be materially adversely affected. \- 5 - ## Management's discussion and analysis As filed, 27,105 characters. This Management’s Discussion and Analysis (“MD&A”) is intended to provide an understanding of our financial condition, results of operations and cash flows by focusing on changes in certain key measures from year to year. This discussion should be read in conjunction with the consolidated financial statements and related notes in Item 8 of this Report. ### Restatement As discussed in the Explanatory Note to this Amended Filing, the Company is amending and restating its audited consolidated financial statements and related disclosures as of and for the years ended December 31, 2025, as included in Item 8, Note 3, “Restatement of Consolidated Financial Statements”. The Original Filing was filed with the SEC on March 19, 2026. ### Cautionary Statement Regarding Forward-looking Statements Our MD&A contains forward-looking statements that discuss, among other things, future expectations and projections regarding future developments, operations and financial condition. All forward-looking statements are based on management’s existing beliefs about present and future events outside of management’s control and on assumptions that may prove to be incorrect. If any underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or intended. We undertake no obligation to publicly update or revise any forward-looking statements to reflect actual results, changes in expectations or events or circumstances after the date of this Report is filed. **Digital Asset Holdings – SKY** As of March 16, 2026, the Company held approximately 2.1 billion SKY tokens. SKY tokens are a network-native digital asset that may be held and transferred through blockchain-based wallets and may be exchanged on trading venues that support SKY trading pairs. The Sky Protocol is a decentralized, non-custodial software protocol built around the USDS stablecoin and governed by Sky ecosystem participants through on-chain governance processes. The protocol is implemented through open-source smart contracts deployed on the Ethereum blockchain. The Sky Protocol includes two primary native tokens: USDS, a collateral-backed stablecoin designed to maintain a soft peg to the U.S. dollar, and SKY, the protocol token used in governance and certain protocol-level economic mechanisms. \- 6 - The market price of SKY is determined by supply and demand across network-based markets and may be volatile. Prices may fluctuate due to factors including protocol changes, governance decisions, market sentiment, macroeconomic conditions, and broader digital asset market dynamics. #### Custody and Safeguarding of Digital Assets We safeguard our digital assets through a combination of third-party custodial services and internally controlled wallet infrastructure. A portion of our SKY is held in custody accounts with a regulated digital asset custodian that serves as custodian of record under applicable law. We also utilize internally controlled wallet infrastructure to manage private keys and execute on-chain transactions, including staking and other protocol interactions. Digital assets held through this infrastructure are controlled by the Company rather than held in trust by a third-party custodian. Digital assets maintained outside of custodial accounts are generally limited to amounts necessary to facilitate protocol participation and transactional activity and are subject to internal controls designed to mitigate loss. #### Governmental, Regulatory, and Accounting Considerations The regulatory framework applicable to blockchain-based networks and digital assets continues to evolve in the United States and internationally. Regulatory developments affecting trading venues, custodians, or service providers may impact access, liquidity, or pricing of digital assets held by the Company. We monitor regulatory developments and adjust our policies, counterparties, and controls as appropriate. Digital assets held by the Company will be subject to evolving accounting standards, and changes in market value and protocol participation may result in volatility in the Company’s financial results. #### Discontinued Operations As part of the comprehensive realignment of our business during 2024 and 2025, we completed the Avenova Asset Divestiture, the PhaseOne Divestiture, and the DERMAdoctor Divestiture, and decided to exit our involvement in the China NeutroPhase product line. The historical financial results of these businesses are reflected as discontinued operations in the Consolidated Financial Statements included in this annual report. See Notes 14, “Avenova Asset Divestiture and Bridge Loan,” 15 “PhaseOne Divestiture”, 16, “DERMAdoctor Divestiture” and 17, “Summary of Discontinued Operations” to the Consolidated Financial Statements in Part II, Item 8 of this annual report for additional details. ### Financial Overview and Outlook Based on funds available as of December 31, 2025, aggregate gross cash proceeds of approximately $25.0 million from the January 2026 Private Placement, net cash generated from the conversion of the stablecoins received in the January 2026 Private Placement into U.S. dollars, and $13.5 million in gross cash proceeds from issuances under the 2026 ATM Program between January 20, 2026 and March 16, 2026, management believes that the Company’s existing cash and cash equivalents will be sufficient to fund its planned operating expenses at least through March 19, 2027. All of the stablecoins received in the January 2026 Private Placement were converted into U.S. dollars to support operating liquidity, and a significant portion was deployed to acquire additional SKY tokens. Subsequent to the January 2026 Private Placement and through March 16, 2026, the Company deployed approximately $70.7 million in cash to acquire approximately 1.1 billion SKY tokens. ### Critical Accounting Estimates Our Consolidated Financial Statements have been prepared in accordance with U.S. GAAP. The preparation of these Consolidated Financial Statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements, as well as the reported revenues and expenses during the reporting periods. In preparing these Consolidated Financial Statements, management has made its best estimates and judgments of certain amounts, giving due consideration to materiality. On an ongoing basis, we evaluate our estimates and judgments. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances. Actual results may differ from these estimates. While our significant accounting policies are more fully described in Note 2, “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this annual report, we believe that the following accounting estimates are most critical to fully understanding and evaluating our reported financial results as discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, particularly taking into account the significant changes that occurred to our business as a result of the closing of the Avenova Asset Divestiture and the PhaseOne Divestiture in January 2025. \- 7 - ### Common Stock Warrant Liabilities For warrants that are classified as liabilities, the Company records the fair value of the warrants upon issuance and remeasures the warrants at each balance sheet date, with changes in estimated fair value recorded as a non-cash gain or loss in the Consolidated Statements of Operations. The fair value of warrant liabilities is determined in accordance with ASC 820 using valuation techniques that are appropriate based on the specific terms and economic characteristics of each warrant instrument. Depending on the nature of the warrants, valuation techniques may include option pricing models, such as the Black-Scholes option pricing model, or intrinsic value calculations. Warrants that contain nominal exercise prices are economically similar to common stock, and do not require assumptions related to volatility, expected term, or other option-pricing inputs are generally measured based on intrinsic value, calculated as the excess of the Company’s common stock price over the exercise price, multiplied by the number of warrant shares outstanding. Other warrant instruments may require the use of option pricing models that incorporate assumptions such as expected volatility, risk-free interest rates, expected term, and dividend yield. Certain of our outstanding warrants contain anti-dilution adjustment provisions that adjust the per-share exercise price and the number of shares issuable upon exercise for the warrants upon the occurrence of specified dilutive issuances of securities by the Company. The application of these provisions requires us to identify triggering events, calculate the resulting adjustments in accordance with the contractual formula, and reflect the adjusted share count and exercise price in the measurement of the related warrant liability at each reporting date. The number of shares issuable upon exercise for such warrants and, accordingly, the fair value of the related warrant liability, can change materially as a result of these adjustments. See Note 10 for additional information regarding our outstanding warrants and the related anti-dilution adjustment provisions. The determination of the appropriate valuation technique and the related assumptions requires significant judgment. Changes in the Company’s stock price, volatility, or other valuation inputs could materially affect the recorded fair value of warrant liabilities and the related non-cash gains or losses recognized in the Consolidated Statements of Operations. See additional information in Note 10, “Common Stock Warrants and Warrant Liabilities” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this annual report. ### Impairment of Assets We review long-lived assets for impairment at least annually or whenever events or changes in business circumstances indicate that any such asset may be impaired, that the carrying amount of any such asset may not be fully recoverable or that the useful life of the asset, if applicable, is no longer appropriate. Management uses judgment in making critical assumptions and estimates in determining when an impairment assessment should be recorded, if more frequent than annually, or in the completion of any such assessment. This includes cash flow projections that look several years into the future and assumptions on variables such as economic conditions, probability of success, and discount rates. Changes in judgments with respect to these assumptions and estimates could impact any such impairments recorded during 2025 as further described in Notes 2, “Summary of Significant Accounting Policies;” and 7, “Commitments and Contingencies” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this annual report. ### Digital Assets The Company did not hold any digital assets as of and during the years ended December 31, 2025 and 2024. Subsequent to December 31, 2025, in January 2026, the Company entered into the January 2026 Private Placement pursuant to which it received digital assets, including stablecoins and SKY tokens, and subsequently engaged in purchases and sales of such digital assets. Digital assets acquired in connection with the January 2026 Private Placement and subsequent transactions will be accounted for in accordance with applicable U.S. GAAP and other authoritative accounting guidance in effect at the time, including Accounting Standards Update No. 2023-08, Accounting for and Disclosure of Crypto Assets, which established Subtopic 350-60 within ASC 350, Intangibles—Goodwill and Other, where applicable. Depending on the nature of the digital assets held and the Company’s specific facts and circumstances—including the Company’s activities (such as staking or other yield-generating activities), the contractual terms of related arrangements, and the Company’s relationships with counterparties—the Company may apply different accounting models. Such models could include digital assets held at fair value with changes in fair value recognized in earnings under applicable crypto-asset guidance or, if such guidance is not applicable, accounting under other relevant U.S. GAAP models, including accounting for certain digital assets as indefinite-lived intangible assets measured at historical cost and evaluated for impairment. The applicable accounting framework may differ depending on the specific facts and circumstances, and the resulting classification, measurement, and presentation could materially affect the Company’s financial position and results of operations, including potential variability in reported results. \- 8 - ### Results of Operations ### Comparison of years ended December 31, 2025 and 2024 (in thousands) | Statement of Operations Operating expenses: | For the years ended December 31, 2025 (Restated) | 2024 | Dollar Change | Percent Change | | --- | ---: | ---: | ---: | ---: | | General and administrative | $7,585 | $7,379 | 206 | 3% | | Impairment of long-lived assets | 854 | — | 854 | — | | Total operating expenses | 8,439 | 7,379 | 1,060 | 14% | | Operating loss | (8,439) | (7,379) | (1,060) | 14% | | Non-cash (loss) gain on changes in fair value of warrant liability | (509,940) | 114 | (510,054) | (447,416%) | | Non-cash loss on fair value of warrant liability in excess of proceeds at issuance | (123,185) | — | (123,185) | (100%) | | Accretion of interest and amortization of discounts on convertible notes | (277) | (904) | 627 | (69%) | | Other expense, net | (20) | (581) | 561 | (97%) | | Net loss from continuing operations | (641,861) | (8,750) | (633,111) | 7,236% | | Net income from discontinued operations, net of taxes | 11,081 | 1,527 | 9,554 | 626% | | Net loss | $(630,780) | $(7,223) | $(623,557) | 8,633% | ### Impact of Divestitures Financial results related to divested assets from the Avenova Asset Divestiture and the PhaseOne Divestiture and the China NeutroPhase product line for the years ended December 31, 2025 and 2024 and from the DERMAdoctor Divestiture for the year ended December 31, 2024 have been aggregated and reported for each of these periods in the line item titled “Net income from discontinued operations, net of taxes” in the table above. Prior-period amounts have been revised to correct the presentation of the loss on the DERMAdoctor Divestiture and related divestiture proceeds, which were previously presented within continuing operations and are now reflected within discontinued operations. This revision did not affect total net loss, total net loss per share, total cash flows, or the Company’s financial position. See additional information in Notes 14, “Avenova Asset Divestiture and Bridge Loan;” 15, “PhaseOne Divestiture”, 16, “DERMAdoctor Divestiture” and 17, “Summary of Discontinued Operations” in Notes to the Consolidated Financial Statements in Part II, Item 8 of this annual report for additional details regarding these financial results for the periods presented. The discussions below and throughout this section apply only to results from our continuing operations except as otherwise noted. ### General and administrative General and administrative expenses increased $0.2 million, or 3%, to $7.6 million for the year ended December 31, 2025, from $7.4 million for the year ended December 31, 2024. The increase was due primarily to higher legal costs associated with non-recurring strategic initiatives during the year ended December 31, 2025. ### Impairment of Long-Lived Assets During the year ended December 31, 2025, the Company recorded an impairment of $854 thousand related primarily to right-of-use assets and fixed assets associated with excess leased office capacity resulting from our strategic realignment. This impairment reflects actions taken to reduce our office space and streamline our cost structure following the realignment. No comparable impairment was recorded during the year ended December 31, 2024. ### Non-cash (loss) gain on changes in fair value of warrant liability Adjustments to the fair value of warrant liabilities resulted in a non-cash loss of $509.9 million for the year ended December 31, 2025 and a non-cash gain of $0.1 million for the year ended December 31, 2024. The warrant liability recorded during the year ended December 31, 2025 related to the October 2025 Pre-Funded Warrants. The warrant liability recorded during the year ended December 31, 2024 related to the December 2023 Warrants and the March 2024 Warrants. For additional information regarding warrant liabilities and their valuation, please see Note 10, “Common Stock Warrants and Warrant Liabilities,” in the Notes to Consolidated Financial Statements, in Part II, Item 8 of this annual report. ### Non-cash loss on fair value of warrant liability in excess of proceeds at issuance For the year ended December 31, 2025, the Company recognized a non-cash loss of $123.2 million with no comparable results for the year ended December 31, 2024. The issuance-date fair value of the October 2025 Pre-Funded Warrants exceeded the cash proceeds received, resulting in a non-cash loss on warrant issuance. For additional information, please see Note 10, "Common Stock Warrants and Warrant Liabilities," in the Notes to Consolidated Financial Statements in Part II, Item 8 of this annual report. ### Accretion of interest and amortization of discounts on convertible notes Accretion of interest and amortization of discounts on convertible notes was $0.3 million for the year ended December 31, 2025, compared to $0.9 million for the year ended December 31, 2024. The decrease reflects the elimination of the Secured Convertible Notes, which were outstanding during 2024 and carried higher interest and discount amortization, with only the Unsecured Convertible Notes outstanding during 2025. See additional discussion in Note 9, “Convertible Notes,” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this annual report. ### Other expense, net Other expense, net was $20 thousand for the year ended December 31, 2025, compared to $0.6 million for the year ended December 31, 2024. The amounts recorded in each period primarily relate to separate and unrelated financing activities. The higher expense in 2024 reflects non-recurring financing-related costs incurred during that period. \- 9 - ### Financial Condition, Liquidity and Capital Resources We have incurred net losses and generated negative cash flows from operations since inception and expect to incur losses as we pursue our strategic initiatives. Our net losses from continuing operations were $641.9 million and $8.8 million for the years ended December 31, 2025 and 2024, respectively. The net loss from continuing operations for the year ended December 31, 2025 included aggregate non-cash warrant-related losses of $633.1 million in connection with the October 2025 Pre-Funded Warrants, consisting of a $123.2 million loss on issuance and a $509.9 million loss from changes in fair value of warrant liabilities. As of December 31, 2025, our cash and cash equivalents were $8.0 million, compared to $0.4 million as of December 31, 2024. Based on funds available as of December 31, 2025, aggregate gross cash proceeds of approximately $25.0 million from the January 2026 Private Placement, net cash generated from the conversion of all stablecoins received in the January 2026 Private Placement into U.S. dollars, and $13.5 million in gross cash proceeds from issuances under the 2026 ATM Program between January 20, 2026 and March 16, 2026, management believes that the Company’s existing cash and cash equivalents will be sufficient to fund its planned operating expenses at least through March 19, 2027. All of the stablecoins received in the January 2026 Private Placement were converted into U.S. dollars to support operating liquidity, and a significant portion was deployed to acquire additional SKY tokens. Subsequent to the January 2026 Private Placement and through March 16, 2026, the Company deployed approximately $70.7 million in cash to acquire approximately 1.1 billion SKY tokens. ### Cash Used in Operating Activities, Continuing Operations Net cash used in operating activities from continuing operations was $8.4 million for the year ended December 31, 2025, which consisted primarily of a net loss from continuing operations of $641.9 million, adjusted by stock-based compensation expenses related to employee and director stock awards of $29 thousand, non-cash loss on changes in fair value of warrant liabilities of $509.9 million, non-cash loss on fair value of warrant liability in excess of proceeds at issuance of $123.2 million, non-cash right-of-use amortization of $0.1 million, right-of-use impairment of $0.9 million, accretion of interest and amortization of debt discounts on convertible notes of $0.2 million, and a net increase of $1.0 million in our net operating assets and liabilities of continuing operations. Net cash used in operating activities from continuing operations was $7.5 million for the year ended December 31, 2024, which consisted primarily of a net loss from continuing operations of $8.8 million, adjusted by stock-based compensation expenses related to employee and director stock awards of $0.1 million, non-cash loss on extinguishment of Secured Convertible Note of $13 thousand, non-cash expense incurred to obtain consent of Secured Convertible Note (as defined in Note 9, “Convertible Notes”) holders to release collateral for the DERMAdoctor Divestiture of $0.4 million, non-cash loss on modifications of warrants of $69 thousand, non-cash gain on changes in fair value of warrant liabilities of $0.1 million, non-cash loss on changes in fair value of embedded derivative liability of $18 thousand, non-cash right-of-use amortization of $0.3 million, accretion of interest and amortization of debt discounts on convertible notes of $0.9 million, and a net increase of $0.5 million in our net operating assets and liabilities of continuing operations. ### Cash Used in Investing Activities, Continuing Operations The Company reported no cash used in or provided by investing activities for the years ended December 31, 2025 and 2024. ### Cash Provided by Financing Activities, Continuing Operations Net cash provided by financing activities from continuing operations was $4.6 million for the year ended December 31, 2025, which included net proceeds of $5.8 million from the 2025 Preferred Stock Purchase Agreement (as defined in Note 8, “Financing Activities”), net proceeds of $5.9 million from the October 2025 Pre-Funded Warrants, repurchase of warrants of $2.0 million, repayment of $0.5 million for the Bridge Loan, net proceeds of $0.9 million from exercise of warrants, payment on redemption of Series F Preferred Stock of $0.2 million and payment of a Special Dividend of $4.8 million. Net cash provided by financing activities from continuing operations was $1.5 million for the year ended December 31, 2024, which included repayment of $2.0 million for the Secured Convertible Notes, net proceeds of $2.9 million from the 2024 Public Offering (as defined in Note 8, “Financing Activities”), net proceeds of $0.2 million from the 2024 Warrant Reprice transaction, and the Bridge Loan of $0.5 million. Additional information on Financing Activities can be found in Notes 7 to 10 in the Notes to Consolidated Financial Statements, in Part II, Item 8 of this annual report. ### Net Operating Losses and Tax Credit Carryforwards We believe that we experienced an ownership change during 2025 and, as a result, our pre-change net operating loss (“NOL”) carryforwards became subject to significant limitations under Section 382 of the Internal Revenue Code. As of December 31, 2025, we had federal and state NOL carryforwards of approximately $2.9 million and $348 thousand, respectively, primarily generated subsequent to the 2025 ownership change. Our federal NOLs may be carried forward indefinitely but are generally limited to offsetting 80% of taxable income in any given year. The state NOL carryforwards begin to expire in 2045. As of December 31, 2025, we had no federal or state tax credit carryforwards. \- 10 - Future changes in our stock ownership, including transactions completed subsequent to year end such as the January 2026 Private Placement, could result in an additional ownership change under Section 382, which could further limit our ability to utilize our remaining tax attributes. Any such limitation could result in the expiration of carryforwards before they are utilized. ### Inflation Our costs and operating expenses are subject to fluctuations, particularly due to changes in the cost of labor and service providers. Under our digital asset strategy, our exposure to inflationary pressures is reduced relative to our prior pharmaceutical operations; however, inflation may affect general and administrative costs, third-party service fees, and the broader economic environment in which digital asset markets operate. Failure to manage these fluctuations could adversely impact our results of operations or cash flows. ### Known Trends and Uncertainties Our shift to a digital asset strategy introduces exposure to certain known trends and uncertainties that may materially affect our financial condition and results of operations in future periods. These include: (i) volatility in the market price of SKY and other digital assets, which could result in significant fluctuations in the reported fair value of our digital asset holdings; (ii) evolving regulatory frameworks applicable to digital assets, stablecoins, and related activities, which could impose new compliance obligations or restrict certain activities; (iii) uncertainty regarding the accounting treatment of digital assets as well as staking rewards and protocol participation income; and (iv) liquidity risk associated with converting digital asset holdings to cash or cash equivalents. We continue to monitor these trends and uncertainties and may adjust our strategy, capital allocation, or operations as circumstances warrant. See “Risk Factors” in Part I, Item 1A for additional discussion of these and other risks. ### Off-Balance Sheet Arrangements We did not have any off-balance sheet arrangements at December 31, 2025 or December 31, 2024 as defined in Item 303(b) of SEC Regulation S-K. ### Contractual Obligations In the normal course of business, we have historically entered into contracts and commitments that obligate us to make payments in the future and we expect to enter into contracts and commitments on behalf of the Company in connection with pursuing other strategic alternatives. \- 11 - ## Controls and procedures As filed, 8,222 characters. ### Restatement of Consolidated Financial Statements On April 27, 2026, the audit committee of the board of directors and management of the Company concluded that the Company’s previously issued audited consolidated financial statements for the year ended December 31, 2025, should no longer be relied upon because of an error in the Company’s accounting for the October 2025 Pre-Funded Warrants. As previously described, the error relates to the determination of the number of shares of common stock issuable upon exercise of the October 2025 Pre-Funded Warrants as of December 31, 2025 as a result of certain anti-dilution adjustment provisions contained in the October 2025 Pre-Funded Warrants. This Amendment restates the Company’s audited consolidated financial statements for the year ended December 31, 2025 to correctly account for the anti-dilution adjustment provisions contained in the October 2025 Pre-Funded Warrants. ### Evaluation of Disclosure Controls and Procedures (Restated) As of the end of the period covered by this annual report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based upon that evaluation, as restated, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective at the reasonable assurance level, due to the material weakness in internal control over financial reporting described below. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Assessing the costs and benefits of such controls and procedures necessarily involves the exercise of judgment by management. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. ### Restatement Background As described in Note 3, "Restatement of Consolidated Financial Statements," to the consolidated financial statements included in this Annual Report on Form 10-K/A, we have restated our previously issued consolidated financial statements for the year ended December 31, 2025. The restatement resulted from an error in the accounting for the October 2025 Pre-Funded Warrants, specifically the failure to give effect to the anti-dilution adjustment provisions contained in those warrants that were triggered by the conversions of the Company's Series D Preferred Stock and Series E Preferred Stock during the year ended December 31, 2025. As a result, the number of shares of Common Stock issuable upon exercise of the October 2025 Pre-Funded Warrants, the related warrant liability measured at fair value as of December 31, 2025, and the corresponding non-cash losses recognized in the consolidated statement of operations were not properly reflected in our previously issued financial statements, resulting in an understatement of the warrant liability and accumulated deficit of $608.6 million as of December 31, 2025. ### Conclusion In light of the material weakness in internal control over financial reporting described below, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2025, to provide reasonable assurance that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. **Management's Report on Internal Control over Financial Reporting. (Restated)** Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025. Our management utilized the criteria set forth in the *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") as the basis for our assessment. \- 55 - ### Restatement and Identification of Material Weakness In connection with the restatement, management reassessed the effectiveness of our internal control over financial reporting as of December 31, 2025 and identified the following material weakness: We did not design and maintain effective controls over the review of the contractual terms of our outstanding equity-linked financial instruments, including controls to identify when the Company's transactions or other events required the application of contingent provisions in those instruments, such as anti-dilution adjustments. This control deficiency resulted in a material misstatement of the warrant liability, accumulated deficit, loss on fair value of warrant liability in excess of proceeds at issuance, loss on changes in fair value of warrant liability, and net loss that was not prevented or detected on a timely basis. ### Restated Conclusion As a result of the material weakness described above, our management has concluded that, as of December 31, 2025, our internal control over financial reporting was not effective based on the criteria set forth in the COSO Internal Control — Integrated Framework (2013). This conclusion supersedes management's previously issued assessment, which concluded that internal control over financial reporting was effective as of December 31, 2025. ### Remediation Plan Management, with oversight from the Audit Committee, has commenced the design and implementation of remediation measures intended to address the material weakness described above. The remediation measures include, or will include: - enhancing our contract review procedures at the issuance of equity-linked instruments to require documented identification and analysis of all anti-dilution, ratchet, and similar adjustment provisions; - implementing a periodic recurring review of all outstanding equity-linked instruments to identify potential triggering events arising from subsequent issuances or other corporate actions, and to confirm the appropriate accounting treatment of any resulting adjustments; and - engaging qualified accounting personnel or external specialists to perform additional review of complex financial instruments, including equity-linked instruments with anti-dilution or similar features, to ensure proper accounting treatment and complete and accurate financial reporting. The material weakness will not be considered remediated until the applicable controls are designed, implemented, and operate effectively for a sufficient period of time, and management has concluded, through testing, that the controls are operating effectively. Management is committed to completing remediation as promptly as practicable. ### Changes in Internal Control Over Financial Reporting Other than the remediation activities described above under "Remediation Plan," which were initiated during the period covered by this Amendment, there were no changes in our internal control over financial reporting during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. \- 56 - Filed Apr 29, 2026. Source: SEC EDGAR, the filing index for accession 0001437749-26-013913. Last ingested by Listed: Oct 29, 2026, 17:47 ET. No prices; not investment advice.