AI Financial Corp: Form 10-K for the period ended Dec 27, 2025

General

ALT5 Sigma Corporation (formerly known as JanOne Inc.) and subsidiaries (collectively, “we,” “us,” the “Company,” or “ALT5”). Through our Fintech segment, the Company provides next-generation blockchain-powered technologies for digital asset trading, payments processing and related payment card services.

On May 15, 2024, the Company acquired ALT5 Sigma, Inc., and on July 15, 2024, changed its corporate name from JanOne Inc. to ALT5 Sigma Corporation. ALT5 Sigma, Inc., is a financial services and Fintech holding company. ALT5 Sigma, Inc. was created by financial industry specialists to provide the digital asset economy with the best practices of the industry and state of the art over-the-counter trading.

On May 9, 2025, the Company acquired Fortress II Holdings Ltd. d/b/a Mswipe. Mswipe is a next-generation payment solutions provider offering multi-currency, fiat payment card services, along with crypto-enabled capabilities through its existing integration with the ALT5 Subsidiary platform. Its suite of physical and virtual cards, available on both the Visa® and Mastercard® networks, allows users seamlessly to spend traditional and digital currencies worldwide (see Note 3).

Through March 8, 2023, the Company operated its legacy businesses, which are now discontinued operations, through its Recycling Subsidiaries, consisting of: (a) ARCA Recycling, Inc., a California corporation (“ARCA Recycling”), (b) ARCA Canada Inc., a corporation organized under the laws of Ontario, Canada (“ARCA Canada”), and (c) Customer Connexx, LLC, a Nevada limited liability company (“Connexx”). ARCA Recycling and ARCA Canada recycled major household appliances in North America by providing turnkey appliance recycling and replacement services for utilities and other sponsors of energy efficiency programs. Connexx was a company that provided call center services for recycling businesses. On March 9, 2023, we entered into a Stock Purchase Agreement (the “Recycling Purchase Agreement”) with VM7 Corporation, a Delaware corporation (“VM7”), under which it agreed to acquire all of the outstanding equity interests of the Recycling Subsidiaries. The principal of VM7 is Virland A. Johnson, our former Chief Financial Officer.

The information contained in or accessible from our website is not incorporated into this Annual Report on Form 10-K (the “Form 10-K”), and it should not be considered part of this Form 10-K. We have included our website address in this Form 10-K solely as an inactive textual reference.

The Company’s principal executive offices are is located at 8958 Rozita Lee Ave., #305, Las Vegas, Nevada 89113, with subsidiary offices in Newmarket and Montreal, Canada

Fintech

Overview

ALT5 Sigma, Inc., through its subsidiaries, offers three main platforms to its customers: “ALT5 Pay”, “ALT5 Prime”, and “StrataCarte”. ALT5 Pay is a cryptocurrency payment gateway that enables registered and approved global merchants to accept and make cryptocurrency payments or to integrate the ALT5 Pay payment platform into their application or operations using the plugins with WooCommerce and/or ALT5 Pay’s checkout widgets and APIs. Merchants have the option to convert to fiat currency (U.S. Dollars, Canadian Dollars, Euros, and British Pounds Sterling) automatically or to receive their payment in digital assets. ALT5 Prime is an electronic over-the-counter trading platform that enables registered and approved customers to buy and sell digital assets. Customers can purchase digital assets with fiat and, equally, sell digital assets and receive fiat. ALT5 Prime is available through a browser-based application, a mobile phone application named “ALT5 Pro” that can be downloaded from the Apple App Store, and Google Play, through ALT5 Prime’s FIX API, as well as through Broadridge Financial Solutions’ NYFIX gateway for approved customers. StrataCarte is a next-generation payment solutions provider offering multi-currency, fiat payment card services, along with crypto-enabled capabilities through its existing integration with the ALT5 Subsidiary platform. Its suite of physical and virtual cards, available on both the Visa® and Mastercard® networks, allows users to seamlessly spend traditional and digital currencies worldwide.

ALT5 Sigma, Inc., has two wholly-owned subsidiaries, ALT5 Sigma Canada, Inc., and ALT5Sigma Markets, Inc. ALT5 Sigma Canada, Inc. has three wholly-owned subsidiaries, ALT5 AI, Inc. (Canada), ALT5 Pro, LLC. (Saint Vincent and the Grenadines), and ALT5 ATM, Inc. (Canada).

ALT5 Sigma develops and commercializes products and services based on four key fundamental principles of (i) Safety, Security, and Trust, (ii) Accessibility (iii) Regulations, and (iv) Transparency:

Safety, Security and Trust

Develop and deploy products and services that increase our clients and customer’s trust in our organization.

Accessibility

Develops and deploys products and services that are easy to use, accessible everywhere, and with no barriers.

Regulations

Develops and deploys best practices to comply with know-your-customer (“KYC”), know-your-transaction (“KYT”), and anti-money laundering (“AML”) requirements.

Transparency

Develops best practices in financial reporting, as well as best practices in communication of all material events for all stakeholders, i.e., customers, shareholders, suppliers, and employees.

Background

Corporate History and Organizational Structure

ALT5 Sigma, Inc. was incorporated in the State of Delaware on March 5, 2018 under the name Buttonwood ARCA Inc. On March 21, 2018, it entered into a Share Exchange and Reorganization Agreement with Société AVA Inc., a Canadian corporation, and, as a result, Société AVA Inc. became a wholly-owned subsidiary of ALT5 Sigma. On March 28, 2018, ALT5 Sigma, Inc,. filed a Certificate of Amendment with the Secretary of State of the State of Delaware changing its name from Buttonwood ARCA Inc. to ALT5 Sigma, Inc. Also, on March 28, 2018, in connection with the Société AVA Inc. transaction, the name of that entity was changed to ALT5 Sigma Canada Inc.

On August 14, 2019, ALT5 Sigma Canada Inc., acquired 100% of Miningcrypt Inc., a Canadian cryptocurrency mining company, and, on November 25, 2019, Miningcrypt Inc., changed its name to ALT5 AI Inc. On October 31, 2020, due to a severe storm, the mining equipment suffered catastrophic damage and all mining operations ceased. ALT5 AI Inc. is intended to hold intellectual property and develop machine learning and/or artificial intelligence software. ALT5 AI Inc. does not currently have any assets and is not currently in operation.

On February 21, 2020, ALT5 Sigma Canada Inc., formed a wholly owned limited liability company named ALT5 Pro LLC in the country of Saint-Vincent and the Grenadines.

On March 16, 2023, ALT5 Sigma, Inc., formed a wholly-owned corporation in the State of New York, named ALT5 Sigma Markets Inc.

On May 10, 2024, ALT5 Sigma, Inc. was acquired by JanOne Inc.

On April 8, 2025, Alt5 Sigma, Inc., formed a wholly-owned corporation in the State of Wyoming, named Alt5, Inc. On August 5, 2025, Alt5, Inc. formed a wholly-owned corporation in the State of Wyoming, named Alt5 Digital Holdings, Inc. Alt 5 Digital Holdings, Inc. is the custodian of the Company’s WLFI tokens.

On October 10, 2025, Alt5, Inc. formed a wholly-owned corporation in the State of Wyoming named Alt 5 Sigma Digital Asset Treasury Company, Inc. This entity has no assets or operations.

On May 9, 2025, the Company acquired Fortress II Holdings Ltd. d/b/a Mswipe. Mswipe is a next-generation payment solutions provider offering multi-currency, fiat payment card services, along with crypto-enabled capabilities through its existing integration with the ALT5 Subsidiary platform. Its suite of physical and virtual cards, available on both the Visa® and Mastercard® networks, allows users to seamlessly spend traditional and digital currencies worldwide (see Note 3). In February 2026, Mswipe changed its name to StrataCarte.

Organizational Structure Chart

Executive Summary

ALT5 Sigma, Inc., is a financial services and Fintech holding company. ALT5 Sigma, Inc. was created by financial industry specialists to provide the digital asset economy with the best practices of the industry and state-of-the-art over-the-counter trading of technology and services. ALT5 Sigma, Inc., operates two distinct wholly-owned subsidiaries, ALT5 Sigma Canada Inc., and ALT5 Securities Inc.

ALT5 Sigma Canada Inc. provides next-generation, blockchain-powered technologies for tokenization, trading, clearing, settlement, payment, and custodianship of digital assets through its wholly-owned subsidiaries. ALT5 Sigma Canada has three wholly-owned subsidiaries, ALT5 AI Inc., ALT5 Pro LLC, and ALT 5 ATM Inc.

ALT5 Sigma Canada group of companies’ products and services are targeted to business two business (“B2B”) customers and not retail customers. The global target market for ALT5 Sigma Canada group of companies are banks, broker-dealers, funds, family offices, proprietary trading firms, liquidity providers, financial information providers, and merchants.

Business Model/ Revenue Model

ALT5 Sigma Canada obtains its revenue from initial installation fees or setup fees, monthly maintenance fees, spreads, and transaction commissions fees.

Our Clients

Our products and services are marketed to banks, broker-dealers, funds, family offices, proprietary trading firms, liquidity providers, financial information providers, payment processing partners, and merchants.

The Company has approximately 1,900 corporate customers located in 50 countries.

Product Overview

ALT5 Prime

ALT5 Prime is an electronic over-the-counter trading platform, enabling registered and approved customers to buy and sell digital assets. Customers can purchase digital assets with US dollars, Canadian dollars, Euros, and British Pounds and customers may sell digital assets and receive US dollars, Canadian dollars, Euros and British Pounds. ALT5 Prime is available through a browser-based access, mobile phone application named ALT5 Pro that can be downloaded from the Apple store and Google Play store, or through the company’s FIX API as well as through Broadridge’s NYFIX gateway to approved customers.

Depending on their geographic location, registered and approved customers may buy and sell a number of digital assets including, but not limited to:

4

ALT5 Prime screen sample:

ALT5 Pay

ALT5 Pay is a cryptocurrency payment gateway enabling registered and approved global merchants to accept and make cryptocurrency payments or integrate the payment platform into their application or operations using plugins for WooCommerce and/or the company’s checkout widgets and APIs. Merchants have the option to automatically convert to US dollars, Canadian Dollars, Euros and/or British Pound.

ALT5 Pay screen sample:

Technology

5

Security

Trading Features

6

StrataCarte

StrataCarte is a next-generation payment solutions provider offering multi-currency, fiat payment card services, along with crypto-enabled capabilities through its existing integration with the ALT5 Subsidiary platform. Its suite of physical and virtual cards, available on both the Visa® and Mastercard® networks, allows users to seamlessly spend traditional and digital currencies worldwide.

Competition

The digital assets market for our ALT5 Prime, ALT5 Pay, and StrataCarte products and services is a relatively new industry and only a handful of companies have emerged as recognized brands providing retail focused exchange or trading platforms, such as Coinbase, Gimini, Crypto.com, Kraken, and Binance. These platforms primarily target the retail digital asset investors but currently account for the largest trading volume in dollar equivalent and number of coins traded.

The digital assets market for our ALT5 Prime, ALT5 Pay, and StrataCarte products and services is a relatively new industry and only a handful of companies have emerged as recognized brands providing retail focused exchange or trading platforms, such as Coinbase, Gimini, Crypto.com, Kraken, and Binance. These platforms primarily target the retail digital asset investors but currently account for the largest trading volume in dollar equivalent and number of coins traded. Our services are aimed at business-to-business customers. Our interface, speed, customer service and feature set are aimed at this market, enabling us to tailor our product to the B2B market, thus providing us with a competitive advantage. We offer a white-label product that can be seamlessly integrated with a customer’s existing systems.

Market Size

ALT5 Sigma Canada’s products and services are designed for banks, broker-dealers, funds, family offices, proprietary trading firms, liquidity providers, financial information providers, and merchants.

Our main target market and focus are FINRA-registered broker dealers, banks, and global merchants.

According to the most recent information from FINRA, there are 3,249 broker-dealers registered and under FINRA’s supervision, representing approximately 628,000 registered representatives.

As of December 2025, the U.S. equity markets remain the largest globally, with a market capitalization of approximately $72 trillion, accounting for over 50% of the global equity market’s value (Siblis Research). This reflects significant growth from previous years, with the U.S. market adding nearly $9 trillion in value in 2025 alone. In comparison, the global digital assets market experienced substantial growth in 2024, with its market capitalization nearly doubling to approximately $3.91 trillion by mid-December, before consolidating at $3.0 trillion (Coingecko). Bitcoin continues to lead the digital assets market, maintaining a significant share of the total market capitalization.

ALT5 Sigma Canada projects that 3% of assets currently allocated to U.S. equities will transition to digital assets over the next 36-to-60 months. Based on the current U.S. equity market capitalization of $72 trillion, this 3% shift represents approximately $2.16 trillion. Such reallocation could increase the global digital assets market capitalization to approximately $5.16 trillion. Worldwide average trading volume of all assets is approximately $12-$14 trillion per day. Given that average daily trading volumes of digital assets have been around $162 billion, the digital asset market represents approximately 1.2% of global volume. Global trading volume is growing at a compounded annual growth rate of approximately 9%, while digital assets trading volume is growing at a compounded annual growth rate of approximately 17%.

ALT5 Sigma Canada further believes that retail and institutional investors will continue to seek advice, trade execution, and safekeeping of their assets, including digital assets such as Bitcoin, through their FINRA-registered broker-dealers. Therefore, we anticipate that our main target market, FINRA broker-dealers, will aggregate 90% of the daily trading volume, representing $342 billion of daily trading volume or $124.8 trillion in annual trading volume and potential revenues of $8.64 billion.

According to a McKinsey report, the global payments industry revenue reached $2.5 trillion in 2025. If calculated at an annualized growth rate of 7%, global payments industry revenue is projected to reach $2.7 trillion in 2026. Specifically, the crypto payment gateway market size is expected to reach $3.5 billion by 2030, growing at a CAGR of 15.6% from $1.5 billion in 2024, according to ResearchandMarkets.com.

Looking ahead, the Boston Consulting Group (BCG) projects that global payments revenues will continue to grow, albeit at a moderated pace. BCG’s Global Payments Report 2025 forecasts an annual growth rate of 4.0%, with revenues expected to reach $2.35 trillion by 2029 (BCG Global). This adjustment reflects a combination of market dynamics and macroeconomic factors influencing the industry.

This growth is driven by increasing adoption of cryptocurrencies and advancements in payment technologies.

Sales and Marketing

ALT5 Sigma Canada has outsourced a portion of its sales and business development to resellers. It is our strategy to target its primary market through conferences, tradeshows, direct mailing, and other digital advertising. ALT5 Sigma Canada intends on concentrating its marketing efforts in the United States and Canada as well as establish partnerships in other markets such as Europe, and Asia.

Revenue Model

ALT5 Sigma Canada generates revenue through three main line items.

1. Installation or a onetime setup fee, which may vary depending on size and depth of installation.

2. Monthly maintenance, which may also vary depending on the size and depth of installation.

3. Transaction fees, which range from 0.25% to 5% on all transactions, buy and or sell or payment processing depending on industry and volume.

Historical Transaction Volume, Revenue, Profit

ALT5 Sigma Canada’s, transaction volume reached $8.0 billion cumulatively since inception and more specifically was $39.0 million in 2020, $442.0 million in 2021, $743.0 million in 2022, $1.1 billion in 2023, $2.2 billion in 2024, and $3.5 billion in 2025, with corresponding consolidated revenue of $12.5 million and profit of $0.7 million in revenue and $4.3 million in net loss for 2020, $3.5 million in revenue and $12.3 million in net loss for 2021, $9.1 million and $0.5 million in net profit for 2022, $11.9 million in revenue and $3.4 million in profit for 2023, $15.5 million in revenues and $0.6 million in profit for 2024 and $23.5 million in revenues and $3.3 million in net loss for 2025.

Biotechnology

Overview

We also hold clinical-stage biopharmaceutical assets focused on novel, non-opioid, and non-addictive therapies to address the large, unmet medical need for the treatment of pain and addiction. JAN101 (formerly known as TV1001SR) is a potential treatment for PAD, a vascular disease that affects more than 8.5 million people in the U.S. and more than 60 million people worldwide. We expect to commence Phase IIb/III clinical trials for the treatment of PAD in 2026. We are also working with a novel formulation of Low-dose naltrexone (“LDN”) that we call JAN123, which includes a biphasic release of the drug candidate. The release properties of JAN123 provide for an immediate release of a portion of the product with a slow, sustained release of the remaining drug candidate. Importantly, the rapid release of LDN has been reported to lead to vivid and lucid unpleasant dreams, which should be eliminated with the formulation of JAN123. Initially, we expect that a single tablet of JAN123 will be administered orally, once a day before sleep, with eventual titration up to two tablets before sleep.

In the fourth quarter of our 2024 fiscal year, our board of directors (the “Board”) determined that we would form a new subsidiary and capitalize it with JAN123 and certain of our other biopharma assets. Accordingly, we incorporated a Nevada corporation known as Alyea Therapeutics Corporation (“Alyea”). During fiscal 2025, the Company announced its intent formally to separate Alyea into a separate company, although we continue to expend corporate resources for Alyea and have not made any decision as to how the separation will be effectuated. As a result, our financial statements show our biopharmaceutical segment as a discontinued operation.

Corporate and Other

Our Corporate and Other segment consists of certain corporate general and administrative costs.

Employees

As of December 27, 2025, the Company had 16 employees, 15 of whom were full-time, and one was part-time.

You should carefully consider the risks described below with respect to an investment in our shares. If any of the following risks actually occur, our business, financial condition, operating results or cash provided by operations could be materially harmed. As a result, the trading price of our common stock could decline, and you might lose all or part of your investment. When evaluating an investment in our common stock, you should also refer to the other information in this Form 10-K, including our consolidated financial statements and related notes.

Risks Relating to Our Business Generally

We have identified and disclosed material weaknesses in our internal control over financial reporting. If we are not able to remediate these material weaknesses and maintain an effective system of internal controls, we may not be able to accurately or timely report our financial results, which could cause our stock price to fall and could adversely affect investor confidence and our ability to maintain compliance with Nasdaq listing requirements.

We need to devote significant resources and time to comply with the requirements of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) with respect to internal control over financial reporting. Section 404 under Sarbanes-Oxley requires that we assess the design and operating effectiveness of our controls over financial reporting, which are necessary for us to provide reliable and accurate financial reports.

As reported in Part II — Item 9A, Controls and Procedures, there were material weaknesses in our internal controls over financial reporting. Specifically, management noted the following material weaknesses in internal control: (1) insufficient information technology general controls and segregation of duties, where individuals negotiating contracts were also involved in approving invoices without proper oversight; (2) inadequate control design or lack of sufficient controls over significant accounting processes, including ineffective cutoff and reconciliation procedures with respect to certain accrued and deferred expenses; (3) insufficient assessment of the impact of potentially significant transactions; and (4) insufficient processes and procedures related to proper recordkeeping of agreements and contracts, including ineffective contract-to-invoice reconciliation with certain service providers. Remediation processes and procedures have been implemented to help ensure accruals and invoices are reviewed for accuracy and properly recorded in the appropriate period.

We expect our systems and controls to become increasingly complex to the extent that we integrate acquisitions and as our business grows. Any failure to remediate these material weaknesses and implement required new or improved controls, or difficulties encountered in the implementation or operation of these controls, could harm our operating results or cause us to fail to meet our financial reporting obligations, which could adversely affect our business and jeopardize our listing on the Nasdaq Capital Market. Ineffective disclosure controls and procedures or internal control over financial reporting may adversely affect investor confidence and, as a result, negatively impact the price of our Common Stock and have a material and adverse effect on our business, operating results, and financial condition.

If our estimates or judgment relating to our critical accounting estimates prove to be incorrect, our operating results could be adversely affected.

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of expenses that are not readily apparent from other sources. Significant estimates and judgments that comprise our critical accounting estimates involve the valuation of assets acquired and liabilities assumed in business combinations, the recoverability of goodwill and long-lived assets, revenue recognition, and accounting for digital assets. If the assumptions underlying our accounting estimates prove to be incorrect, actual results may differ materially from what we have projected, resulting in material adjustments to our financial statements and adverse impacts to our operating results.

If we fail to maintain an effective system of disclosure controls and procedures and internal control over our financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

As a public company we incur significant legal, accounting, and other expenses. The Sarbanes-Oxley Act of 2002 and related rules of the SEC require, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight. If we encounter material weaknesses or deficiencies in our internal control over financial reporting, we may not detect errors on a timely basis and our Consolidated Financial Statements may be materially misstated.

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Management, with the participation of the Company’s principal executive officer and principal financial officer, conducted an evaluation of the design and effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that the Company’s internal control over financial reporting was not effective due to the existence of material weaknesses.

Adverse economic conditions and volatility in crypto asset markets could reduce transaction volumes, customer activity, and access to banking and capital, which could adversely affect our business.

Our performance is subject to general economic conditions and their impact on the crypto asset markets and our customers. Adverse general economic conditions, including recessions, inflation, rising interest rates, supply chain disruptions, bank failures, and geopolitical instability, have impacted and may in the future impact the crypto-economy. The extent of such impacts remains uncertain and dependent on a variety of factors, including market adoption of crypto assets, global trends in the crypto-economy, central bank monetary policies, and instability in the global banking system. Geopolitical developments, such as trade and tariff conflicts and foreign exchange limitations, can increase the severity and unpredictability of global financial and crypto asset market volatility. To the extent general economic conditions and crypto asset markets materially deteriorate or decline for a prolonged period, our ability to generate revenue and attract and retain customers could suffer and our business, operating results, and financial condition could be adversely affected. Moreover, even if general economic conditions were to improve, there is no guarantee that the crypto-economy would similarly improve.

We may require additional capital to support business growth, and this capital might not be available.

We have funded our operations since inception primarily through equity financings, debt, and cash flows generated from operations. We cannot be certain that our operations will continue to fund our ongoing operations or the growth of our business. We intend to continue to make investments in our business, which investments may require us to secure additional funds. Additional financing may not be available on terms favorable to us, if at all, including due to general macroeconomic conditions, crypto market conditions and any disruptions in the crypto market, instability in the global banking system, increasing regulatory uncertainty and scrutiny, or other unforeseen factors.

If we incur additional debt, the debt holders would have rights senior to holders of our Common Stock to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on our Common Stock. If we issue additional equity securities, stockholders will experience dilution, and the new equity securities could have rights senior to those of our currently authorized and issued Common Stock. The trading prices for our Common Stock may be highly volatile, which may reduce our ability to access capital on favorable terms or at all. As a result, our stockholders bear the risk of future issuances of debt or equity securities reducing the value of our Common Stock and diluting their interests.

We may be adversely affected by natural disasters, pandemics, and other catastrophic events, and by man-made problems such as terrorism, that could disrupt our business operations, and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster.

Natural disasters or other catastrophic events may also cause damage or disruption to our operations, international commerce, and the global economy. Our business operations are subject to interruption by natural disasters, fire, power shortages, pandemics, and other events beyond our control. Acts of terrorism, labor unrest, and other geopolitical unrest, including ongoing regional conflicts around the world, could cause disruptions to our business or the businesses of our partners. In the event of a major natural disaster or catastrophic event such as a fire, power loss, or telecommunications failure, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in development of our platform, lengthy interruptions in service, breaches of data security, and loss of critical data, all of which could have an adverse effect on our future operating results. We do not maintain insurance sufficient to compensate us for the potentially significant losses that could result from disruptions to our services. To the extent natural disasters or catastrophic events concurrently impact data centers we rely on in connection with private key restoration, customers will experience significant delays in withdrawing funds, or in the extreme, we may suffer loss of customer funds.

Our operations in multiple foreign jurisdictions expose us to political, regulatory, legal, and currency risks that could adversely affect our business.

We operate subsidiaries and conduct business activities in multiple foreign jurisdictions, including Lithuania, the Czech Republic, Canada, and Saint Vincent and the Grenadines. Operating in these jurisdictions exposes us to risks that are different from and incremental to those we face in the United States, including: (i) differing and evolving legal, regulatory, and licensing requirements for financial services, money transmission, and digital asset activities; (ii) political instability, currency controls, and changes in governmental policy; (iii) foreign currency exchange rate fluctuations that could affect our results of operations when translated back to U.S. dollars; (iv) varying data privacy and cybersecurity laws that may be inconsistent with our global practices; and (v) tax laws and treaty arrangements that may be subject to change, creating retroactive or unexpected tax liabilities. Any adverse developments in these jurisdictions, including regulatory actions that restrict our ability to operate, could have a material adverse effect on our business, financial condition, and results of operations.

Risks Relating to Our Fintech Segment

Our operating results have and will continue to significantly fluctuate, including due to the highly volatile nature of crypto assets.

Due to the highly volatile nature of the crypto economy and the prices of crypto assets, our operating results have, and will continue to, fluctuate significantly from quarter to quarter in accordance with market sentiments and movements in the broader crypto-economy. Our operating results will continue to fluctuate significantly as a result of a variety of factors, many of which are unpredictable and in certain instances are outside of our control, including:

• crypto asset trading activity, including trading volume and the prevailing trading prices for crypto assets, which can be highly volatile;
• our ability to attract, maintain, grow, and engage our customer base;
• changes in the legislative or regulatory environment, or actions by U.S. or foreign governments or regulators, including fines, orders, or consent decrees;
• regulatory changes or scrutiny that impact our ability to offer certain products or services;
• pricing for or temporary suspensions of our products and services;
• our ability to establish and maintain partnerships, collaborations, joint ventures, or strategic alliances with third parties;
• market conditions of, and overall sentiment towards, the crypto-economy;
• macroeconomic conditions, including interest rates, inflation, and instability in the global banking system;
• adverse legal proceedings or regulatory enforcement actions, judgments, settlements, or other legal proceedings, and enforcement-related costs;
• the development and introduction of existing and new products and services by us or our competitors;
• the amount and timing of our operating expenses related to the maintenance and expansion of our business and operations;
• system failures, outages, or interruptions, including with respect to our platform and third-party crypto networks;
• our lack of control over decentralized or third-party blockchains and networks that may experience downtime, cyberattacks, critical failures, errors, bugs, corrupted files, data losses, or other similar software failures, outages, breaches, and losses;
• breaches of security or privacy;
• inaccessibility of our platform due to our or third-party actions;
• our ability to attract and retain talent; and
• our ability to compete with our competitors.

As a result of these factors, it is difficult for us to forecast growth trends accurately and our business and future prospects are difficult to evaluate, particularly in the short term. In view of the rapidly evolving nature of our business and the crypto-economy, period-to-period comparisons of our operating results may not be meaningful, and you should not rely upon them as an indication of future performance. Our operating results in one or more future quarters may fall below the expectations of securities analysts and investors. As a result, the trading price of our Common Stock may increase or decrease significantly.

Our total fintech revenue is substantially dependent on the volume of transactions conducted on our platform. If volume declines, our business, operating results, and financial condition would be adversely affected.

We generate a large portion of our total fintech revenue from transaction fees on our platform. Transaction revenue is based on transaction fees, and such revenue has grown over time. Declines in the volume of crypto asset transactions may result in lower total revenue. The price of crypto assets and associated demand for buying, selling, and trading crypto assets have historically been subject to significant volatility. The transaction volume of any crypto asset is subject to significant uncertainty and volatility, depending on a number of factors, including:

• market conditions of, and overall sentiment towards, crypto assets and the crypto-economy;
• trading activities on other crypto platforms worldwide, many of which may be unregulated, and may include manipulative activities;
• investment and trading activities of highly active consumer and institutional users, speculators, miners, and investors;
• the speed and rate at which crypto is able to gain adoption as a medium of exchange, utility, store of value, consumptive asset, security instrument, or other financial asset worldwide;
• decreased user and investor confidence in crypto assets and crypto platforms;
• negative publicity and events relating to the crypto-economy;
• the ability for crypto assets to meet user and investor demands;
• consumer preferences and perceived value of crypto assets and crypto asset markets;
• increased competition from other payment services or other crypto assets that may exhibit better speed, security, scalability, or other characteristics;
• adverse legal proceedings or regulatory enforcement actions impacting crypto-economy participants;
• regulatory or legislative changes, scrutiny, and updates affecting the crypto-economy;
• the characterization of crypto assets under the laws of various jurisdictions around the world;
• the adoption of unfavorable taxation policies on crypto asset investments by governmental entities;
• ongoing technological viability and security of crypto assets and their associated smart contracts, applications, and networks;
• speed and fees associated with processing crypto asset transactions;
• availability of banking and payment services to support crypto-related projects;
• instability in the global banking system and the level of interest rates and inflation;
• monetary policies of governments, trade restrictions, and fiat currency devaluations; and
• national and international economic and political conditions.

There is no assurance that any supported crypto asset will maintain its value or that there will be meaningful levels of trading activity. In the event that the price of crypto assets or the demand for trading crypto assets declines, our business, operating results, and financial condition would be adversely affected.

Cyberattacks and security breaches of our platform, or those impacting our customers or third parties, could adversely affect our brand, reputation, business, operating results, and financial condition.

Our business involves the collection, storage, processing, and transmission of confidential information, customer, employee, service provider, and other personal data, as well as information required to access customer assets. We have built our reputation on the premise that our platform offers customers a secure way to purchase, store, and transact in crypto assets. Any actual or perceived security breach of us or our third-party partners may: harm our reputation and brand; result in our systems or services being unavailable and interrupt our operations; result in improper disclosure of data and violations of applicable privacy and data protection laws; result in significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, and financial exposure; cause us to incur significant remediation costs; lead to theft or irretrievable loss of our or our customer’s fiat currencies or crypto assets; reduce customer confidence in, or decrease customer use of, our products and services; divert the attention of management from the operation of our business; and result in significant compensation or contractual penalties payable by us to our customers or third parties.

Attacks upon systems across a variety of industries, including the crypto industry, are increasing in their frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well-funded, and organized groups and individuals, including state actors. The techniques used to obtain unauthorized, improper, or illegal access to systems and information, disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target. Although we have developed systems and processes designed to protect the data we manage, prevent data loss, and prevent other security breaches, there can be no assurance that these security measures will provide absolute security or prevent breaches or attacks.

The loss or destruction of private keys required to access our digital assets or those of our customers could result in permanent, irrecoverable loss.

Our platform and custodial operations require the storage and management of private keys, which are necessary to access and transfer digital assets on blockchain networks. The loss, theft, destruction, or compromise of private keys — whether through cyberattack, employee error, system failure, or inadequate backup procedures — could result in the permanent and irrecoverable loss of digital assets, for which there is no technical remedy. Unlike traditional financial assets, blockchain transactions are generally irreversible, and there is no central authority or counterparty recovery mechanism available to restore lost or stolen crypto assets. Any such loss could result in significant financial harm to our customers and to us, reputational damage, regulatory investigations, and potential litigation. We maintain security measures and procedures to mitigate private key risk, but no assurance can be given that these measures will be sufficient in all circumstances.

We are subject to an extensive, highly-evolving, and uncertain regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our brand, reputation, business, operating results, and financial condition.

Our business is subject to extensive laws, rules, regulations, policies, orders, determinations, directives, treaties, and legal and regulatory interpretations and guidance in the markets in which we operate, including those governing financial services and banking, trust companies, securities, derivative transactions and markets, broker-dealers and alternative trading systems (“ATS”), commodities, credit, crypto asset custody, exchange and transfer, cross-border and domestic money and crypto asset transmission, commercial lending, usury, foreign currency exchange, privacy, data governance, data protection, cybersecurity, fraud detection, payment services, consumer protection, escheatment, antitrust and competition, bankruptcy, tax, anti-bribery, economic and trade sanctions, anti-money laundering, and counter-terrorist financing.

Many of these legal and regulatory regimes were adopted prior to the advent of the internet, mobile technologies, crypto assets, and related technologies and may not directly apply to our fintech business. As a result, some applicable laws and regulations do not contemplate or address unique issues associated with the crypto-economy, are subject to significant uncertainty, and vary widely across U.S. federal, state, and local and international jurisdictions. Governmental and regulatory bodies may introduce new policies, laws, and regulations relating to crypto assets and the crypto-economy generally, and crypto asset platforms in particular, which may adversely impact the development of the crypto-economy as a whole and our legal and regulatory status. If we are unable to comply with any new requirements, our ability to offer our products and services in their current form may be adversely affected.

Due to our business activities, we are subject to ongoing examinations, oversight, and reviews and currently are, and expect in the future, to be subject to investigations and inquiries by U.S. federal and state regulators and foreign financial service regulators. As a result of findings from these audits and examinations, regulators may require us to take certain actions, including limiting the kinds of customers to whom we provide services, changing, terminating, or delaying our licenses and the introduction of new products or services. Adverse changes to, or our failure to comply with, any laws and regulations have had, and may continue to have, an adverse effect on our reputation, brand, business, operating results, and financial condition.

The potential classification of certain crypto assets as securities by the SEC or other regulators could materially impact our business operations and require significant restructuring.

The SEC and other regulatory bodies have brought enforcement actions and issued guidance suggesting that certain crypto assets may qualify as securities under existing law. In March 2026, the SEC issued additional interpretive guidance clarifying its views regarding the application of the federal securities laws to crypto assets and market participants, including expectations relating to the analysis of digital assets under existing legal frameworks and disclosure obligations in offerings involving crypto assets. If bitcoin, ether, or any other crypto asset we support is determined to be a security by the SEC or a court of competent jurisdiction, we could face registration requirements, enforcement actions, fines, and the need to restructure, limit, or discontinue certain product offerings. In addition, the SEC’s evolving guidance and enforcement posture may increase regulatory scrutiny of our products, services, platform operations and customer activities, and could require changes to our compliance, onboarding, custody, trading or disclosure practices. The Commodity Futures Trading Commission (“CFTC”) joined the interpretive effort and indicated that it and its staff will administer the Commodity Exchange Act consistent with the Commission’s interpretation, which may result in additional oversight of digital asset activities within the CFTC’s jurisdiction. Such a determination could also result in delisting obligations, reputational harm, and loss of customer trust. The legal and regulatory framework governing which digital assets constitute securities remains uncertain, evolving, and subject to varying interpretations across jurisdictions, which creates ongoing compliance risk.

Evolving tax treatment of digital assets creates uncertainty in our tax obligations and potential retroactive liabilities.

The IRS and international tax authorities are actively developing and revising guidance regarding the tax treatment of digital assets, including classification as property, currency, or securities; reporting obligations for exchanges and custodians; treatment of staking rewards, hard forks, and airdrops; and information reporting requirements. We are subject to various tax regimes in the jurisdictions in which we operate, and changes in applicable tax laws or guidance could increase our tax liability, require changes to our reporting practices, and result in retroactive tax assessments. Customers transacting in crypto assets may also face complex and evolving tax reporting obligations, and any failure on our part to provide required tax information or withhold applicable taxes could subject us to regulatory liability. The cost and complexity of complying with evolving tax requirements may be significant and could adversely affect our business, operating results, and financial condition.

We are exposed to risks from blockchain forks and from the decentralized and open-source nature of blockchain protocols, which could disrupt our platform operations, compromise network integrity, and create uncertainty regarding supported digital assets.

Blockchain networks can undergo “forks” — either “hard forks” that create a permanent divergence resulting in two separate blockchain protocols, or “soft forks” that implement protocol updates in a backward-compatible manner. Forks may occur as a result of deliberate protocol upgrades, community disagreements, or security vulnerabilities. A fork of a blockchain network that we support could: create duplicate digital assets for which we may need to determine which chain to recognize; disrupt trading operations and create temporary or extended platform downtime; require significant engineering resources to evaluate, integrate, or decline to support the forked chain; create compliance uncertainty regarding which assets are subject to regulatory requirements; and result in customer losses or claims if our handling of a fork is inconsistent with customer expectations. Our policies regarding the handling of forked assets may not fully protect customers or our business from the consequences of unexpected or contentious network forks.

In addition, the blockchain networks on which we operate and through which our customers transact are largely decentralized and governed by open-source protocols. These networks are vulnerable to risks that include: a malicious actor or group of actors gaining control of a majority (more than 50%) of the hashing power or validation capacity of a blockchain network (a “51% attack”), which could enable such actors to reverse or double-spend transactions, create fraudulent transaction histories, or destabilize the network; bugs, errors, or malicious changes introduced into open-source code by developers or other contributors; protocol-level vulnerabilities that may be exploited by sophisticated attackers; and failures or malicious behavior by validators, miners, or node operators on which network security depends. Any such events affecting a blockchain network we rely upon could result in loss of assets, platform disruption, reputational harm, and financial loss to our customers and to us.

Our platform is exposed to chargeback, fraud, and unauthorized transaction losses, particularly in connection with our payment card and fiat-linked services.

Our fintech platform and, following our acquisition of Fortress II Holdings and its Mswipe payment card operations, our payment services business are exposed to risks of chargebacks, fraudulent transactions, and unauthorized account access. Customers may initiate chargebacks through their card issuers or payment networks, including Visa® and Mastercard®, for transactions they dispute, and we may be required to absorb those losses if we are unable to recover funds from our counterparties. Unauthorized access to customer accounts, account takeovers, and identity fraud could result in significant transaction losses. Our ability to mitigate these risks depends on our fraud detection and prevention capabilities, compliance with card network rules, and the effectiveness of our KYC and authentication procedures. Any material increase in chargeback rates or fraud losses could adversely affect our financial condition and our relationships with card networks and banking partners.

Customer crypto assets held on our platform are not insured by the FDIC or SIPC, and customers could suffer losses in the event of platform failure.

Unlike bank deposits, which may be protected by the Federal Deposit Insurance Corporation (“FDIC”) up to applicable limits, digital assets held on our platform are not insured by the FDIC, the Securities Investor Protection Corporation (“SIPC”), or any other governmental or private insurance program. In the event of our insolvency, bankruptcy, cybersecurity breach, or operational failure, customers may not be able to recover any or all of their digital assets. We maintain certain security and custody practices intended to protect customer assets, but no assurance can be provided that these protections will be sufficient under all circumstances. Customers should be aware of and understand this risk before entrusting assets to our platform.

Our banking and financial institution relationships may be disrupted, which could have a material adverse effect on our ability to operate.

Banking institutions have in the past and may in the future limit, restrict, or terminate their relationships with crypto companies, including ALT5 Sigma Canada. The loss of existing bank accounts, correspondent banking arrangements, or payment processing relationships could significantly impair our ability to receive and transmit fiat currency on behalf of customers, fund operations, and settle transactions. Regulatory pressure on banks to limit their exposure to crypto-related businesses could result in our current banking relationships being terminated on short notice. Finding replacement banking partners could be difficult, time-consuming, and may not be possible on equivalent terms. Any disruption in our banking relationships could materially adversely affect our business, liquidity, and financial condition.

We are subject to extensive anti-money laundering, counter-terrorism financing, know-your-customer and economic sanctions obligations, and our failure to comply with these requirements, including those administered by the U.S. Treasury’s Office of Foreign Assets Control (“OFAC”), could subject us to significant penalties and adversely affect our business.

As a financial services company and crypto asset platform, we are required to comply with a broad and evolving set of anti-money laundering (“AML”), counter-terrorism financing (“CTF”), know your client (“KYC”) protocols, and sanctions requirements in the United States and the foreign jurisdictions in which we operate. The decentralized and pseudonymous nature of public blockchain networks means that we may inadvertently receive, process, or interact with transactions involving digital wallet addresses associated with persons or entities designated on OFAC’s Specially Designated Nationals and Blocked Persons list or other sanctions lists.

Unlike traditional financial transactions where parties are identified before settlement, blockchain transactions may not permit full pre-transaction due diligence, particularly where privacy-enhancing features or decentralized protocols are involved. Any determination by OFAC or other regulators that we have facilitated transactions involving sanctioned parties, failed to maintain effective AML, CTF, or KYC controls, or otherwise violated applicable laws — even inadvertently — could subject us to significant civil and criminal penalties, reputational damage, and loss of licenses or banking relationships. We implement compliance programs designed to screen transactions and counterparties against applicable sanctions lists and to satisfy AML, CTF, and KYC requirements, but the effectiveness and completeness of these measures cannot be guaranteed in all circumstances.

We also support crypto assets and technologies that may incorporate privacy-enhancing features, which can obscure the identities of transaction parties and increase our exposure to AML and sanctions-related risks. In addition, evolving regulatory requirements, including the Financial Action Task Force “Travel Rule” and similar international information-sharing obligations, impose additional compliance burdens that may be costly to implement and may impact our ability to offer certain products or services in particular jurisdictions.

Regulatory, investor and market focus on climate-related risks and the environmental impact of digital asset networks may impose additional compliance costs and reputational risks on our business.

Governments, regulatory bodies, and investors are increasingly focused on climate-related risks, energy usage, and sustainability considerations associated with digital asset networks, particularly those that rely on energy-intensive consensus mechanisms. Although our fintech business model as an exchange and payment platform is less energy-intensive than bitcoin mining operations, we may nonetheless face increased scrutiny from investors, regulators, and the public regarding the environmental characteristics of the blockchain networks we support. In addition, evolving regulatory frameworks and investor expectations relating to climate-related disclosures, sustainability practices, or transition risk may impose new reporting obligations, require changes to our disclosures or business practices, or limit our ability to support certain digital assets or networks. Failure to appropriately address or adapt to these evolving expectations could result in reputational harm, reduced investor demand for our securities, increased compliance costs, or limitations on our business activities, any of which could adversely affect our business, financial condition and results of operation.

Any significant disruption in our products and services, in our information technology systems, or in any of the blockchain networks we support, could result in a loss of customers or funds and adversely affect our brand, reputation, business, operating results, and financial condition.

Our reputation and ability to attract and retain customers and grow our business depends on our ability to operate our service at high levels of reliability, scalability, and performance, including the ability to process and monitor, on a daily basis, a large number of transactions that occur at high volume and frequencies across multiple systems. The systems of our third-party service providers and certain crypto asset and blockchain networks have experienced, and may experience in the future, service interruptions or degradation because of hardware and software defects or malfunctions, distributed denial-of-service and other cyberattacks, insider threats, earthquakes, hurricanes, floods, fires, and other natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses or other malware, or other events.

If any of our systems, or those of our third-party service providers, are disrupted for any reason, our products and services may fail, resulting in unanticipated disruptions, slower response times and delays in our customer’s trade execution and processing, failed settlement of trades, incomplete or inaccurate accounting, recording or processing of trades, unauthorized trades, loss of customer information, increased demand on limited customer support resources, customer claims, complaints with regulatory organizations, lawsuits, or enforcement actions. Problems with the reliability or security of our systems would harm our reputation, and the cost of remedying these problems could negatively affect our business, operating results, and financial condition.

If we fail to retain existing customers or add new customers, or if our customers decrease their level of engagement with our products, services and platform, our business, operating results, and financial condition may be significantly harmed.

Our success depends on our ability to retain existing customers and attract new customers, including developers, to increase engagement with our products, services, and platform. To do so, we must continue to offer leading technologies and ensure that our products and services are secure, reliable, and engaging. We must also expand our products and services, and offer competitive prices in an increasingly crowded and price-sensitive market. There is no assurance that we will be able to retain our current customers or attract new customers, or keep our customers engaged. Increased competition from decentralized exchanges, noncustodial platforms, and traditional financial institutions entering the digital asset space could reduce our market share and adversely affect our business.

We face intense competition from larger crypto platforms, decentralized networks, traditional financial institutions and payment providers, which could reduce our market share, compress margins and increase customer acquisition costs.

The markets for crypto asset exchange, digital payment services, and crypto-related financial services are highly competitive and rapidly evolving. We compete against numerous established and well-funded competitors, including Coinbase, Kraken, Binance, and other large crypto exchanges; decentralized exchanges (DEXs) and noncustodial wallet providers that operate without regulatory oversight or compliance costs; traditional financial institutions that are entering the digital asset space; and payment processing companies. Many of our competitors have significantly greater financial, technical, and marketing resources than we do. Competition could negatively impact our pricing, margins, customer acquisition costs, and overall market position. If we fail to compete effectively, our business, financial condition, and results of operations will be materially adversely affected.

We are subject to risks associated with our compliance and risk management methods.

Our ability to comply with applicable complex and evolving laws, regulations, and rules is largely dependent on the establishment, maintenance, and scaling of our compliance, internal audit, and reporting systems continuously to keep pace with our customer activity and transaction volume, as well as our ability to attract and retain qualified compliance and other risk management personnel. Our risk management policies and procedures rely on a combination of technical and human controls and supervision that are subject to error and failure. These methods may not adequately prevent losses, particularly as they relate to extreme market movements, which may be significantly greater than historical fluctuations in the market. In the future, we may identify gaps in such policies and procedures or existing gaps may become higher risk, and may require significant resources and management attention.

We obtain, process, and store a large amount of sensitive personal and financial data and are subject to evolving data privacy, data protection, and information security laws and regulations, and any failure to protect such data or comply with applicable requirements could adversely affect our business.

We obtain, process, and store large amounts of sensitive data, including personal data related to our customers and their transactions, such as their names, addresses, social security numbers, visa information, copies of government-issued identification, facial recognition data from identity verification, trading data, tax identification, and bank account and payment information. We are subject to a variety of federal, state, and international laws and regulations governing privacy, data protection, and e-commerce transactions that require us to safeguard our customers’, employees’, and service providers’ personal data.

These laws include, among others, the California Consumer Privacy Act (the “CCPA”), the General Data Protection Regulation (“GDPR”) in the European Union, and other international data protection laws. Privacy and data protection laws continue to evolve and may be interpreted and applied in a manner that is inconsistent with our current data handling safeguards and practices, which could result in fines, penalties, litigation, or regulatory enforcement actions.. Any failure, or perceived failure, by us or our third-party service providers to comply with applicable laws or to prevent unauthorized access to, or use or disclosure of, personal data could result in regulatory investigations, enforcement actions, litigation, reputational harm and significant costs.

Our intellectual property rights are valuable, and any inability to protect them could adversely affect our business, operating results, and financial condition.

Our business depends in large part on our proprietary technology. We rely on, and expect to continue to rely on, a combination of trade dress, domain name, and trade secrets, as well as confidentiality and license agreements with our employees, contractors, consultants, and third parties with whom we have relationships, to establish and protect our brand and other intellectual property rights. However, our efforts to protect our intellectual property rights may not be sufficient or effective. Our proprietary technology and trade secrets could be lost through misappropriation or breach of our confidentiality and license agreements. There can be no assurance that our intellectual property rights will be sufficient to protect against others offering products, services, or technologies that are substantially similar to ours and that compete with our business.

The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could adversely affect our business, operating results, and financial condition.

We believe that our future success is highly dependent on the talents and contributions of our operating subsidiary’s management team and other key employees across product, engineering, risk management, finance, and marketing. Our future success depends on our ability to attract, develop, motivate, and retain highly qualified and skilled employees. The pool of qualified talent in our industry is extremely limited, particularly with respect to executive talent, engineering, risk management, and financial regulatory expertise. We face intense competition for qualified individuals from numerous software and other technology companies. The loss of even a few key employees or senior leaders, or an inability to attract, retain and motivate additional highly skilled employees required for the planned expansion of our business could adversely affect our business, operating results, and financial condition.

Our culture emphasizes innovation, and if we cannot maintain this culture as we grow, our business, operating results, and financial condition could be adversely affected.

We believe that our entrepreneurial and innovative corporate culture has been a key contributor to our success. We encourage and empower our employees to develop new and innovative products and services, which we believe is essential to attracting high quality talent, partners, and developers, as well as serving the best, long-term interests of our company. If we cannot maintain this culture as we grow or integrate acquisitions, we could lose the innovation, creativity, and teamwork that has been integral to our operating crypto business.

Our acquisition of Fortress II Holdings and its Mswipe payment card operations exposes us to integration, compliance, and operational risks specific to the payments industry.

In May 2025, we acquired Fortress II Holdings and its Mswipe business, a payment card processing and issuance platform. This acquisition exposes us to risks that are distinct from our core crypto exchange business, including: (i) the risk that we may not be able to successfully integrate Mswipe’s operations, technology, and personnel into our existing business; (ii) compliance with Visa®, Mastercard®, and other card network rules, which are subject to ongoing changes and impose significant operational requirements; (iii) exposure to losses from fraudulent transactions, chargebacks, and disputes in the payment card industry; (iv) multi-currency settlement risk and the complexities of operating in foreign exchange markets; (v) regulatory requirements applicable to payment processors and money transmitters in the jurisdictions in which Mswipe operates; and (vi) the risk that anticipated synergies from the acquisition may not be realized. Any failure to effectively integrate and operate the Mswipe business could result in financial losses, operational disruptions, and reputational harm.

Risks Relating to Our Biotechnology Segment

We may be unable to effectuate the planned formal separation of our biotechnology segment, which could adversely affect our financial condition and strategic objectives.

We intend to effectuate a formal separation of our biotechnology segment – one possibility of which would be as a separate, independent publicly traded company. The successful effectuation of a formal separation in that manner is subject to numerous conditions and risks, including receipt of any required regulatory approvals, favorable market conditions, satisfactory resolution of legal and financial matters, the execution of separation agreements, and the ability of Alyea to satisfy requirements for listing on a national securities exchange. There can be no assurance that the Board will take this approach in effectuating the formal separation of our biotechnology segment and, if so, that any or all of these conditions will be satisfied or waived in a timely manner or at all. If we determine to take this approach but are unable to complete this type of a transaction, we may pursue alternative strategic options with respect to the biotechnology segment, which could result in additional costs, management distraction, and uncertainty, any of which could adversely affect our financial condition and results of operations.

Effectuating a formal separation of our biotechnology segment is complex and may divert management’s attention and consume significant resources, which could adversely affect both the biotechnology segment and our remaining operations.

Effectuating a formal separation of our biotechnology segment requires significant time and attention from our senior management team, as well as substantial financial and administrative resources. The separation process may involve, among other things, the negotiation and execution of transition services agreements, the establishment of standalone corporate, legal, financial reporting, and information technology infrastructure for the biotechnology segment, and, depending on the method of such effectuation, the satisfaction of regulatory and exchange listing requirements. These demands may divert management’s attention from our other business segments and ongoing operations. Any disruption to our core operations or failure to adequately plan for the separation could adversely affect our business, financial condition, or results of operations.

The biotechnology segment, if formally separated, may be unable to raise sufficient capital to fund its operations and development programs as a standalone entity, which could impair its viability and the value realized by our stockholders.

Following the formal separation in whatever manner that is accomplished of the biotechnology segment, it will be required to access the capital markets independently to fund its operations, research and development activities, and general corporate expenses. The biotechnology segment has not generated revenue from product sales, or otherwise, has a history of operating losses that we continue to fund, and will require substantial additional financing to advance its product candidates through clinical development and commercialization. There can be no assurance that Alyea will be able to raise capital on acceptable terms, or at all. Capital raising efforts may be adversely affected by factors outside Alyea’s control, including general market conditions, investor sentiment toward pre-revenue biotechnology companies, interest rate levels, and the overall performance of the equity capital markets. If Alyea is unable to raise sufficient capital, it may be required to delay or discontinue development programs, reduce headcount, or, in the most severe scenarios, cease operations entirely. Any of these outcomes could materially reduce the value of Alyea and adversely affect the value delivered, if at all, to our stockholders in effectuating the formal separation.

If effectuating the formal separation results in Alyea becoming a stand-alone publicly traded entity, it may not qualify for or maintain a listing on a national securities exchange, which could impair the liquidity and value of its securities owned by us or, prospectively, by our stockholders.

If effectuating the formal separation results in Alyea becoming a stand-alone publicly traded entity, it will be required to meet the initial listing standards of a national securities exchange, including minimum stockholders’ equity, market capitalization, and other financial and governance requirements. There is no assurance that it will satisfy any or all of these requirements at the time the formal separation is effectuated or that it will be able to maintain its listing thereafter. If Alyea fails to qualify for or maintain an exchange listing, its securities may trade only on the over-the-counter market, which could significantly reduce their liquidity and adversely affect the value retained by or received by our stockholders.

Effectuating the formal separation of the biotechnology segment in a spinoff transaction may have adverse tax consequences for our stockholders and for us.

We intend to evaluate the tax treatment of a spinoff- or split-off-type of a transaction; however, there can be no assurance that such a method of formalizing the separation of Alyea will qualify for tax-free treatment under applicable federal income tax law. If that methodology were to fail to qualify as a tax-free distribution, the Company and its stockholders could be subject to significant tax liabilities. Even if that method of formalizing the separation of Alyea qualifies that potential transaction as tax-free to our stockholders, we could be subject to corporate-level tax if certain events occur in connection with or following a spinoff. Any such tax liabilities could be substantial and could adversely affect our financial condition.

Unlike currently, following a formal separation of our biotechnology segment, it will operate without our financial support and may face challenges in establishing itself as a fully independent company.

Currently, our biotechnology segment has benefited from the Company’s financial resources, credit support, shared services, and operational infrastructure. After effectuating the formal separation, Alyea will be responsible for maintaining its own corporate functions, including finance, legal, human resources, information technology, and investor relations. The costs of establishing and operating these functions on a standalone basis may be higher than the historical allocated costs reflected in the biotechnology’s segment’s financial statements, as consolidated into ours. There is no assurance that Alyea will be able to replicate the services and functions previously provided by us at comparable cost or quality, and any failure to do so could adversely affect its financial condition, operating results, and ability to execute its business plan.

Risks Relating to Ownership of Our Common Stock

The market price of our common stock has been, and may continue to be volatile and fluctuate significantly, which could result in substantial losses for investors and subject us to securities class action litigation.

The trading price for our common stock has been, and we expect it to continue to be, volatile. The price at which our common stock trades depends upon a number of factors, including our historical and anticipated operating results, our financial situation, announcements of technological innovations or new products by us, our ability or inability to raise additional capital we may need and the terms on which we raise it, and general market and economic conditions. Some of these factors are beyond our control. Broad market fluctuations may lower the market price of our common stock and affect the volume of trading in our stock, regardless of our financial condition, results of operations, business, or prospects. In addition, the stock markets, in general, The Nasdaq Capital Market, and the markets for biopharmaceutical and crypto companies in particular, may experience a loss of investor confidence. Such loss of investor confidence may result in extreme price and volume fluctuations in our common stock that are unrelated or disproportionate to the operating performance of our business, financial condition, or results of operations. These broad market and industry factors may materially harm the market price of our common stock and expose us to securities class action litigation.

Sales or distribution of substantial amounts of our Common Stock, or the perception that such sales or distributions might occur, could cause the market price of our Common Stock to decline.

The sale or distribution of a substantial number of shares of our Common Stock, particularly sales by us or our directors, executive officers, and principal stockholders, or the perception that these sales or distributions might occur in large quantities, could cause the market price of our Common Stock to decline. We may also issue additional shares of Common Stock in the form of blockchain tokens to customers in connection with customer reward or loyalty programs. If we issue additional equity securities, stockholders will experience dilution, and the new equity securities could have rights senior to those of our currently authorized and issued Common Stock.

If securities or industry analysts do not publish or cease publishing research, or publish inaccurate or unfavorable research, about our business, the price of our Common Stock and its liquidity could decline.

The trading market for our Common Stock may be influenced by the research and reports that securities or industry analysts publish about us or our business, our market, and our competitors. We do not have any control over these analysts. If securities and industry analysts cease coverage of us altogether, the market price for our Common Stock may be negatively affected. If one or more of the analysts who cover us downgrade our Common Stock, or publish inaccurate or unfavorable research about our business, the price of our Common Stock may decline. In light of the unpredictability inherent in our business, our financial outlook commentary may differ from analyst’s expectations, which could cause volatility to the price of our Common Stock.

Overview

In the ordinary course of our business, we collect, use, store, and digitally transmit confidential, sensitive, proprietary, and personal information, including customer identities, financial data, transaction histories, private key management data, and personally identifiable information (“PII”). As a digital asset trading and payment services platform, the secure maintenance of this information and our information technology systems is fundamental to the trust our customers place in us, to the continued operation of our business, and to our compliance with applicable laws and regulations.

We operate in an industry that is a high-value target for sophisticated and well-funded threat actors, including nation-state actors, organized criminal groups, and individual hackers who may seek to compromise customer assets, disrupt our platform operations, or steal sensitive data. We take this threat environment seriously and are in the process of developing a cybersecurity risk management program designed to protect the confidentiality, integrity, and availability of our critical systems and information.

This Item 1C is organized into three principal sections as required by the SEC’s cybersecurity disclosure rules: (1) Risk Management and Strategy; (2) Governance; and (3) Material Incidents. For a discussion of the risks that cybersecurity threats pose to our business strategy, operations, and financial condition, including the risk of private key loss, platform disruption, and regulatory penalties, see “Item 1A — Risk Factors,” which is incorporated by reference herein.

Cybersecurity Risk Management and Strategy

We are in the process of developing a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. We are evaluating alignment of this program with the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”) and intend to integrate it into our overall enterprise risk management (“ERM”) program so that cybersecurity risks are evaluated alongside operational, financial, legal, and strategic risks facing the Company.

Our cybersecurity risk management program is being developed around the NIST CSF core functions — Identify, Protect, Detect, Respond, and Recover — and is expected to include the following key elements, which are currently under review for future implementation:

1. Identify — Risk Assessment and Asset Management

We are evaluating the development of processes to maintain an inventory of information assets, systems, and data, and to conduct periodic cybersecurity risk assessments to identify threats, vulnerabilities, and the potential impact of cybersecurity incidents on our operations. During fiscal year 2024, management performed an internal review focused on identifying key cybersecurity risks associated with our business operations and continues to assess the need for more formalized risk assessment processes. Management is evaluating potential remediation measures and enhancements to its cybersecurity risk management program for future implementation on a prioritized basis, including the possible engagement of third-party resources.

We are also evaluating the use of threat intelligence feeds and participation in information-sharing forums relevant to the digital asset and financial technology sectors to monitor emerging cybersecurity developments, including threats specifically targeting digital asset platforms and companies similar to ours. No formal threat intelligence program has been implemented to date.

2. Protect — Technical and Administrative Controls

We are reviewing the adoption of a defense-in-depth security architecture to protect our systems, data, and customer assets. The technical and administrative controls we are evaluating for future implementation include:

• Network Security: Firewalls, intrusion detection and prevention systems (IDS/IPS), and network segmentation to isolate sensitive systems and limit lateral movement in the event of a breach.
• Endpoint Protection: Endpoint detection and response (EDR) tools to detect, contain, and remediate malicious activity across company devices.
• Identity and Access Management: Multi-factor authentication (MFA) across critical systems; role-based access controls (RBAC) based on the principle of least privilege; and privileged access management (PAM) controls for administrative accounts.
• Encryption: Encryption of data at rest and in transit using industry-standard protocols, and hardware-based controls for the management of private keys and other cryptographically sensitive materials.
• Continuous Monitoring: A managed 24/7 Security Operations Center (SOC) staffed by a managed security service provider (“MSSP”), supported by Security Information and Event Management (SIEM) technology to aggregate and correlate log data across our environment.
• Vulnerability Management: Regular vulnerability scanning and patching protocols, supplemented by periodic penetration testing conducted by qualified third-party security firms.
• Cloud Security: Cloud-native security controls for our cloud-hosted infrastructure, including configuration management, access logging, and continuous posture monitoring.
• Data Governance: Formal internal policies governing the classification, handling, retention, and disposal of sensitive data, including customer PII, financial data, and proprietary information.

We are evaluating investment in industry-standard security technologies commensurate with the size and risk profile of our business. No formal implementation of the above controls has occurred to date. We intend to prioritize and implement these controls on a phased basis, informed by the findings of our FY2024 external risk assessment.

3. Detect — Threat Detection and Monitoring

We are evaluating the engagement of a managed 24/7 Security Operations Center (SOC) to provide continuous threat monitoring across our IT environment. Under this model, the SOC team would monitor security alerts generated by a SIEM platform, endpoint protection tools, network security devices, and other detection capabilities, with alerts triaged and escalated to senior management in accordance with incident response procedures. No managed SOC has been engaged to date.

We are also reviewing subscriptions to industry threat intelligence services and, where appropriate, participation in information-sharing forums relevant to the digital asset and financial technology sectors, to stay current on threat actor tactics, techniques, and procedures (TTPs) targeting companies similar to ours. These capabilities are under consideration for future implementation.

4. Respond and Recover — Incident Response Planning

We are in the process of developing a written cybersecurity incident response plan (“IRP”) designed to provide a structured approach to detecting, containing, eradicating, and recovering from cybersecurity incidents. The IRP, when completed, is intended to establish defined procedures for:

• Initial detection, triage, and classification of potential security incidents, including a materiality analysis framework to evaluate incidents for potential disclosure obligations under SEC rules and applicable securities laws;
• Escalation and notification protocols to senior management and the Audit Committee, including escalation timelines tied to incident severity;
• Containment and eradication activities designed to limit the impact of an incident and prevent recurrence;
• Communication procedures for notifying affected customers, regulators, law enforcement, and other stakeholders as required by applicable law; and
• Post-incident review and remediation to identify root causes and implement corrective measures.

The IRP has not yet been finalized. We intend to review and update the plan at least annually once adopted, to reflect changes in our threat environment, business operations, and regulatory requirements. We are also evaluating the conduct of tabletop exercises to test our incident response capabilities once the IRP is in place.

5. Workforce Training and Security Awareness

We recognize that human error is one of the most significant risk factors in cybersecurity, and we are committed to building a security-aware organizational culture. We are currently evaluating the development of a formal cybersecurity training curriculum in collaboration with our crypto-processing subsidiary. The program under consideration is expected to cover:

• Phishing awareness and identification of social engineering attacks;
• Password hygiene and secure credential management;
• Safe handling of sensitive customer data and PII;
• Email security best practices, including how to identify and report suspicious messages; and
• Applicable data protection policies and compliance obligations.

No formal training program has been implemented to date. We intend, once a curriculum is developed, to require all employees to complete cybersecurity awareness training on at least an annual basis, with role-specific training for personnel with access to particularly sensitive systems or data. We are also evaluating the use of periodic phishing simulation exercises to test employee awareness and identify areas for additional training.

6. Third-Party and Supply Chain Risk Management

We recognize that our security posture is affected not only by our own controls but also by the security practices of the third-party vendors, service providers, and partners with whom we share data or on whom we rely for critical services. We are evaluating the development of a formal third-party risk management program. The elements under consideration include:

• Security evaluation of third-party vendors and service providers prior to onboarding, including assessment of their cybersecurity controls, certifications, and compliance posture;
• Contractual requirements for third-party vendors to maintain appropriate technical, administrative, and physical cybersecurity controls, including requirements for prompt notification of security incidents that may affect our data or systems;
• Ongoing monitoring of key third-party relationships to assess any changes in their security posture or risk profile; and
• Periodic reassessment of vendor risk as part of our overall enterprise risk management process.

No formal third-party cybersecurity risk management program has been implemented to date. We intend to apply any such program, once developed, to all significant vendors, including any managed security service providers engaged to supplement our internal IT capabilities.

Material Cybersecurity Incidents

As of the date of this Annual Report, we are not aware of any cybersecurity incidents that have had, or are reasonably likely to have, a material impact on our business, operations, results of operations, or financial condition. As a company operating in the digital asset sector, we are subject to ongoing cybersecurity threats and may experience security events from time to time. To date, any incidents we have experienced have been addressed through our security operations capabilities without material impact.

We note that the digital asset industry has experienced a number of high-profile cybersecurity incidents at other companies, some of which have resulted in material losses of customer assets or sensitive data and significant regulatory and legal consequences. We continue to monitor the evolving threat landscape and invest in our cybersecurity defenses in light of these industry developments. We cannot provide assurance that future cybersecurity incidents will not occur or that any future incidents will not have a material effect on our business.

For a detailed discussion of cybersecurity-related risks facing our business, including risks related to private key loss, platform disruption, data breaches, regulatory exposure, and the security of third-party blockchain networks, see Item 1A, “Risk Factors,” which is incorporated by reference into this Item 1C.

Cybersecurity Governance

Board of Directors and Audit Committee Oversight

Our Board considers cybersecurity risk as an integral component of its overall risk oversight function. Our Board has designated the Audit Committee — which is composed solely of independent directors — as the body primarily responsible for assisting the Board in fulfilling its oversight responsibilities with respect to cybersecurity and other information technology risks.

The Audit Committee oversees management’s implementation of our cybersecurity risk management program, including the processes and policies for determining risk tolerance, and reviews management’s strategies for adequately mitigating and managing identified cybersecurity risks. The Audit Committee receives updates from management regarding cybersecurity risks, the status of our cybersecurity program, significant emerging threats, and the results of risk assessments and security testing, at least quarterly and more frequently as significant matters warrant.

The Audit Committee reports its cybersecurity-related findings and recommendations to the full Board on a periodic basis. Management updates the Audit Committee and the Board as necessary regarding material cybersecurity occurrences and the measures the Company is taking to prevent, contain, and remediate the same. As our cybersecurity program matures, the Board will consider developing additional specific cybersecurity oversight functions and protocols commensurate with the size and complexity of our business.

Management Responsibility

Day-to-day cybersecurity risk management responsibility rests with our subsidiary-level IT professionals, who work in collaboration with our external managed security service providers and, as appropriate, our outsourced virtual CISO (“vCISO”). Our management team is responsible for assessing and managing material cybersecurity risks and for our overall cybersecurity risk management program on a day-to-day basis, including supervising both our internal IT personnel and the relationship with our retained external security consultants.

Our subsidiary-level IT professionals are responsible for overseeing the security of our IT networks and infrastructure, with a focus on preventing, detecting, addressing, and mitigating risks related to unauthorized access, misuse, malware, ransomware, social engineering, and other security threats. We intend to supplement these internal efforts with managed security service providers as our program matures.

Management escalates significant cybersecurity matters to senior management and the Audit Committee in accordance with defined escalation protocols, including any matters that may require disclosure under the SEC’s cybersecurity reporting rules or other applicable law. Management also ensures that the Audit Committee receives prompt notification of any cybersecurity incidents that have, or are reasonably likely to have, a material effect on the Company.

As of December 27, 2025, our executive offices were located in Las Vegas, Nevada in a leased facility consisting of 3,600 square feet of office space. We believe our executive office space is sufficient to meet our current needs.

Our Fintech segment maintained offices in Montreal, Quebec, Canada, across two leased facilities with approximately 2,100 and 2,500 square feet, respectively. We believe this office space is adequate to meet our current operational needs.

The information in response to this item is included in Note 20, Commitments and Contingencies, to the Consolidated Financial Statements included in Part II, Item 8, of this Form 10-K.

For a description of our significant accounting policies and an understanding of the significant factors that influenced our performance during the fiscal year ended December 27, 2025, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (hereafter referred to as “MD&A”) should be read in conjunction with the consolidated financial statements, including the related notes, appearing in Part II, Item 8 of this 10-K for the fiscal year ended December 27, 2025.

Note about Forward-Looking Statements

This Form 10-K contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which involve risks and uncertainties. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates”, or “anticipates” or similar expressions that concern our strategy, plans or intentions. Any statements we make relating to our future operations, performance and results, and anticipated liquidity are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those we expected. We derive most of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results.

In addition, the foregoing factors may generally affect our business, results of operations and financial position. Forward-looking statements speak only as of the date the statements were made. We do not undertake and specifically decline any obligation to update any forward-looking statements. Any information contained on our website www.alt5sigma.com (http://www.alt5sigma.com) or any other websites referenced in this Form 10-K are not part of this Form 10-K.

Our Company

Through our Fintech segment, we provide next generation blockchain-powered technologies to enable a migration to a new global financial paradigm, and, through our Biotechnology segment, we are focused on finding treatments for conditions that cause chronic pain and bringing to market drugs with non-addictive and non-sedative pain-relieving properties.

During the periods disclosed in this Annual Report, we operated three segments:

Fintech

Our Fintech segment provides next-generation blockchain-powered technologies for tokenization, trading, clearing, settlement, payment, and safe-keeping of digital assets.

Biotechnology

Our Biotechnology segment is focused on finding treatments for conditions that cause severe pain and bringing to market drugs with non-addictive pain-relieving properties. We have previously announced our intention to capitalize a subsidiary with certain of our biotechnology assets, acquire an additional biotechnology asset, and then engage in the financing of that subsidiary. The short-term intended result of that series of transactions would be to decouple it from us so that it would operate on a stand-alone basis. The Biotech segment is being presented as a discontinued operation for the years ended December 27, 2025 and December 28, 2024 (see Note 4 of our Condensed Consolidated Financial Statements).

Corporate and Other

In August 2025, the Company closed a $1.5 billion registered direct offering and concurrent private placement – led by World Liberty Financial, Inc. – to support our WLFI Treasury Strategy. As a result, the Company acquired a significant position in WLFI, the native governance token of the World Liberty Financial ecosystem.

WLFI is a digital asset that is designed to provide governance functions within the World Liberty Financial ecosystem. With a fixed maximum supply of 100 billion tokens, WLFI powers decentralized lending, borrowing, staking, and governance within a rapidly growing DeFi platform.

A core driver of WLFI’s value is its economic linkage to USD1, the ecosystem’s flagship U.S. dollar-pegged stablecoin. USD1 is issued on a basis intended to be fully reserved, audited, and redeemable. USD1 aims to establish itself as a primary medium of exchange for institutions and consumers alike. Increased adoption of USD1 directly accrues value to WLFI holders through protocol fees, governance rights, and ecosystem growth.

We currently intend to integrate WLFI into our existing payment and trading infrastructure, which serves clients in North America, Europe, and Asia. Our vision includes collaborating with WLFI to help enable everyday commerce – such as retailers accepting WLFI or USD1, with instant fiat conversion, cross-border B2B settlements, and tokenized assets settled using WLFI and/or USD1 as the medium of exchange.

Our policy remains a committed long-term approach, with future acquisitions funded through operating cash flows, structured debt, and selective capital raises. Sales are restricted to liquidity requirements or material portfolio rebalancing events.

Our Corporate and Other segment consists of WLFI assets, including any additions, redemptions, or mark-to-market changes in value, which are recorded within the Company’s Corporate and Other segment.

Our Corporate and Other segment also consists of certain corporate general and administrative costs.

Reporting Period. We report on a 52- or 53-week fiscal year. Our 2025 fiscal year ended on December 27, 2025 (“fiscal 2025”). Our 2024 fiscal year ended on December 28, 2024 (“fiscal 2024”).

Application of Critical Accounting Policies

Our discussion of the financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States. The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of any contingent assets and liabilities at the date of the financial statements. Management regularly reviews its estimates and assumptions, which are based on historical factors and other factors believed to be relevant under the circumstances. Actual results may differ from these estimates under different assumptions, estimates or conditions.

Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties and potentially result in materially different results under different assumptions and conditions. Critical accounting policies include intangible impairment under ASC 350, and revenue recognition under ASC 606.

Adjusted EBITDA

We evaluate the performance of our operations based on financial measures such as “Adjusted EBITDA”, which is a non-U.S. GAAP financial measure. We define Adjusted EBITDA as net income (loss) before interest expense, interest income, income taxes, depreciation, amortization, stock-based compensation, and other non-cash or nonrecurring charges. We believe that Adjusted EBITDA is an important indicator of the operational strength and performance of the business, including the business’s ability to fund acquisitions and other capital expenditures, and to service its debt. Additionally, this measure is used by management to evaluate operating results and perform analytical comparisons and identify strategies to improve performance. Adjusted EBITDA is also a measure that is customarily used by financial analysts to evaluate a company’s financial performance, subject to certain adjustments. Adjusted EBITDA does not represent cash flows from operations, as defined by U.S. GAAP, and should not be construed as an alternative to net income or loss and is indicative neither of our results of operations, nor of cash flows available to fund all our cash needs. It is, however, a measurement that we believe is useful to investors in analyzing our operating performance. Accordingly, Adjusted EBITDA should be considered in addition to, but not as a substitute for, net income, cash flow provided by operating activities, and other measures of financial performance prepared in accordance with U.S. GAAP. As companies often define non-U.S. GAAP financial measures differently, Adjusted EBITDA, as calculated by the Company, should not be compared to any similarly titled measures reported by other companies.

Results of Operations

The following table sets forth certain statement of operations items from continuing and discontinued operations and as a percentage of revenue, for the periods indicated (in $000’s):

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The following tables set forth revenues for key product and service categories, percentages of total revenue and gross profits earned by key product and service categories and gross profit percent as compared to revenues for each key product category indicated (in $000’s):

Revenue

Revenue increased by approximately $13.0 million for the fiscal year ended December 27, 2025, as compared to the year ended December 28, 2024. The increase is due to the acquisition of ALT5 Subsidiary during May 2024, as well as the acquisition of Mswipe during May 2025.

Gross Profit

Gross profit increased by approximately $4.6 million for the fiscal year ended December 27, 2025, as compared to the year ended December 28, 2024. The increase is due to the acquisition of ALT5 Subsidiary during May 2024, as well as the acquisition of Mswipe during May 2025.

Selling, General and Administrative Expense

Selling, general and administrative expenses from continuing operations increased by approximately $20.5 million for the fiscal year ended December 27, 2025, as compared to the year ended December 28, 2024, primarily due to the acquisitions of ALT5 Subsidiary in May 2024 and Mswipe in May 2025, as well as higher bad debt and legal expenses and increased stock-based compensation from RSU grants.

Interest Expense, net

Interest expense, net, was approximately $3.9 million for the fiscal year ended December 27, 2025, as compared to approximately $1.2 million for the year ended December 28, 2024. The change was primarily driven by the acquisition of ALT5 Subsidiary in May 2024, as well as higher average debt balances during the period.

Unrealized Loss on Marketable Securities

Unrealized loss on marketable securities for the fiscal year ended December 28, 2024 was approximately $1.2 million. Unrealized gains or losses on marketable securities reflect the mark-to-fair-value adjustment for securities received in connection with the sale of GeoTraq. No such transactions occurred during the fiscal year ended December 27, 2025.

Unrealized Loss on Cryptocurrency Assets

Unrealized loss on cryptocurrency assets for the fiscal year ended December 27, 2025 was approximately $402.0 million. An unrealized loss was recorded to mark our WLFI tokens to fair value. No such unrealized gain or loss was recorded during the fiscal year ended December 28, 2024.

Segment Performance

We report our business in the following segments: Fintech, Biotechnology and Corporate and Other. During fiscal 2025, the Company announced its intent formally to separate its Biotechnology segment, also known as Alyea. As a result, the Biotechnology segment is presented as discontinued operations for the fiscal years ended December 27, 2025 and December 28, 2024.

Results of Operations by Segment

The following table sets forth the results of operations by segment (in $000’s):

Fintech Segment

Our Fintech segment consists of ALT5 Subsidiary, which was acquired during May 2024, as well as Mswipe, which was acquired during May 2025. Revenue for the fiscal year ended December 27, 2025 was approximately $24.8 million, and gross margin percentage was 41.0%. Operating loss for the fiscal year ended December 27, 2025 was approximately $6.2 million.

Corporate and Other Segment

Our Corporate and Other segment generated no revenue for the fiscal year ended December 27, 2025. Selling, general and administrative expenses increased by approximately $9.6 million primarily due to increased costs for stock-based compensation and legal expenses, as well as other professional services.

Biotech Segment (Discontinued Operations)

During fiscal 2025, the Company announced its intent formally to separate its Biotechnology segment, also known as Alyea. As a result, the Biotechnology segment is presented as discontinued operations for the fiscal year ended December 27, 2025. Selling, general and administrative expenses increased over the prior year period primarily due to increases in professional fees and research and development costs.

Adjusted EBITDA (Non-GAAP) Reconciliation

The following table presents a reconciliation of net income to Adjusted EBITDA for the fiscal years ended December 27, 2025 and December 28, 2024 (in $000’s):

Adjusted EBITDA decreased by approximately $13.9 million for the fiscal year ended December 27, 2025, as compared to the prior year period. The decrease was primarily due to the results of operations, as discussed above.

Liquidity and Capital Resources

Overview

As of December 27, 2025, our cash on hand was approximately $6.2 million. Approximately $3.5 million of cash has been fully reserved in connection with the legal matter, further described in Note 20 to the consolidated financial statements. We intend to raise funds to support future development of JAN123 either through capital raises or structured arrangements, which would include effectuating our previously announced intention to capitalize a subsidiary with certain of our biotechnology assets, acquire an additional biotechnology asset, and then engage in a financing of that subsidiary. The short-term intended result of that series of transactions would be for us to own a controlling interest in that subsidiary, but to decouple it from us so that it would operate on a stand-alone basis, although its financial statements would continue to be consolidated with ours for as long as we have a controlling interest.

Cash Flows

During the fiscal year ended December 27, 2025, cash used in operations was approximately $7.2 million, compared to cash provided by operations of approximately $1.8 million during the fiscal year ended December 28, 2024. The decrease in cash was primarily due to results of operations as discussed above. There was no cash used in operating activities for discontinued operations during the fiscal years ended December 27, 2025 or December 28, 2024.

Cash used in investing activities was approximately $706.6 million for the fiscal year ended December 27, 2025, compared to cash provided by investing activities of approximately $5.9 million for the fiscal year ended December 28, 2024. Cash used in investing activities for the fiscal year ended December 27, 2025 was primarily the purchase of WLFI tokens, partially offset by tokens redeemed during the period, while cash provided by investing activities for the fiscal year ended December 28, 2024 was related to cash acquired in the acquisition of ALT5 Subsidiary. There was no cash used in investing activities for discontinued operations during the fiscal years ended December 27, 2025 or December 28, 2024

Cash provided by financing activities was approximately $716.8 million for the fiscal year ended December 27, 2025, and primarily relates to proceeds received from equity financing and the issuance of notes payable, partially offset by cash paid for fees related to the equity financing, cash paid for notes payable and related party notes payable. Cash provided by financing activities was approximately $6.1 million for the fiscal year ended December 28, 2024, and relates to proceeds from notes payable, proceeds from equity financing and warrants exercised, and proceeds from related party notes payable, partially offset by payments on notes payable, as well as payments on related party notes payable. There was no cash used in financing activities for discontinued operations during the fiscal years ended December 27, 2025 or December 28, 2024

Sources of Liquidity

We acknowledge that we continue to face a challenging competitive environment as we continue to focus on our overall profitability, including managing expenses. We reported a net loss from continuing operations of approximately $341.5 million for the fiscal year ended December 27, 2025, and net loss from continuing operations of approximately $8.3 million for the fiscal year ended December 28, 2024, for the reasons discussed above. Additionally, the Company has total current assets of approximately $29.5 million and total current liabilities approximately of $51.4 million, resulting in a net negative working capital of approximately $21.9 million. Cash used in operations was approximately $7.2 million.

Future Sources of Cash; New Acquisitions, Products and Services

We may require additional debt financing and/or capital to finance new acquisitions, conduct our Phase IIb clinical trials for our Biotechnology segment, or consummate other strategic investments in our business. No assurance can be given any financing obtained may not further dilute or otherwise impair the ownership interest of our existing stockholders.

Off Balance Sheet Arrangements

At December 27, 2025, we had no off-balance sheet arrangements, commitments or guarantees that require additional disclosure or measurement.

As of December 27, 2025, we did not participate in any market risk-sensitive commodity instruments for which fair value disclosure would be required. We believe we are not subject in any material way to other forms of market risk, such as foreign currency exchange risk or foreign customer purchases or commodity price risk.

Evaluation of Disclosure control and Procedures. We carried out an evaluation, under the supervision, and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of December 27, 2025, the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure due to material weaknesses in internal control over financial reporting further described below.

Despite the identified material weaknesses, management concluded that the consolidated financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, the financial position, results of operations and cash flows for the periods disclosed in conformity with GAAP. LJ Soldinger Associates, LLC, the Company’s independent registered public accounting firm, has issued an unqualified opinion on our consolidated financial statements as of and for the year ended December 27, 2025. They were not engaged to perform, and did not perform, an audit of internal control over financial reporting. This material weakness has no impact on our consolidated financial statements in prior years.

Management’s Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management, including the Company’s CEO and CFO, do not expect that the Company’s disclosure controls and procedures or the Company’s internal control over financial reporting will prevent or detect all errors and all fraud. A control system, regardless of how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met. These inherent limitations include the following: judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes, controls can be circumvented by individuals, acting alone or in collusion with each other, or by management override. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. 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.

Our management assessed the design and effectiveness of our internal control over financial reporting as of December 27, 2025. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) of 2013 regarding Internal Control – Integrated Framework. Based on our assessment using those criteria, our management concluded that our internal controls over financial reporting were ineffective as of December 27, 2025. Management noted the following deficiencies that management believes to be material weaknesses:

• The Company does not have a properly documented internal control system in accordance with the requirements of the Committee on Sponsoring Organizations (“COSO”) or some similarly appropriate internal control methodology or formal documentation of the Company’s systems of internal control. This control deficiency contributed to errors that necessitated a restatement of the Company’s 2024 consolidated financial statements and represents a material weakness in internal control over financial reporting.
• The Company did not properly apply ASC 820 in valuing certain equity instruments issued as consideration in a business combination. The Company recorded and adjustment to correct the error.

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In response to the above identified weaknesses in our internal control over financial reporting, we plan to improve the documentation of our internal control policies and procedures and develop an internal testing plan to document our evaluation of effectiveness of the internal controls. We expect to conclude these remediation initiatives during the fiscal year ended December 26, 2026. We continue to evaluate testing of our internal control policies and procedures, including assessing internal and external resources that may be available to complete these tasks, but do not know when these tasks will be completed.

A material weakness (within the meaning of PCAOB Auditing Standard No. 5) is a deficiency, or a 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 financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company’s financial reporting.

• The Company improperly recorded an adjustment that duplicated certain fees and overstated revenue. The Company recorded an adjustment to correct the error.
• The Company used an incorrect grant-date fair value in measuring certain equity awards. The amount of the misstatement was not material.
• The Company did not appropriately record certain qualifying equity issuance costs as a reduction of equity and instead recognized them in the income statement. The amount of the resulting misstatement was not material.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report.

Changes in Internal Control Over Financial Reporting. There were no changes in the Company’s internal control over financial reporting identified in management’s evaluation pursuant to Rule 13a-15and 15d-15 of the Exchange Act that occurred during the fourth quarter of the fiscal year ended December 27, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.