TON Strategy Co: Form 10-Q for the period ended Jun 30, 2026

Forward-Looking Statements

The following discussion and analysis of the results of operations and financial condition of our company for the three- and six-month periods ended June 30, 2026 and 2025 should be read in conjunction with the financial statements and related notes and the other financial information that are included elsewhere this Quarterly Report on Form 10-Q. This discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Forward-looking statements are statements not based on historical fact and which relate to future operations, strategies, financial results, or other developments. Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to business decisions, are subject to change. These uncertainties and contingencies can cause actual results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. We disclaim any obligation to update forward-looking statements. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

All dollar amounts in the below Management’s Discussion and Analysis of Financial Condition and Results of Operations are presented in thousands, unless otherwise noted or the context otherwise provides.

Overview

TON Strategy Company is a digital asset treasury and Web3 ecosystem company focused on supporting The Open Network, a public blockchain originally developed to integrate with Telegram, one of the world’s largest messaging platforms. The TON blockchain is designed to process transactions quickly and at scale, enabling a range of decentralized applications and digital services that can be accessed directly through Telegram’s global user base of more than one billion people.

The Company’s core business is the management of its corporate treasury holdings of Gram, the native digital asset of the TON blockchain. This includes staking Gram, which involves locking up tokens to help secure and validate the network in exchange for staking rewards. Through these activities, the Company seeks to support the TON ecosystem while managing its digital assets in line with applicable regulatory, accounting, and risk-management standards. The Company may also pursue other Web3 initiatives within the TON ecosystem to help promote the network’s long-term growth and adoption.

Revenue Generation

The Company’s digital asset treasury strategy derives revenue from Gram staking rewards. In Gram staking activities, the Company retains the right and ability to direct the use of the underlying Gram, subject to a bonding period. As such, the Company does not derecognize the Gram when participating in staking. The Company recognizes rewards from staking as revenue in accordance with ASC 606. The Company acts as an agent in staking transactions as it provides access to its Gram to third-party validator operators who perform the technical validation responsibilities. Staking rewards are recognized as revenue at the end of each validation round, or block processing time, or when earned and measurable and when the Company’s share of rewards is known. The amount of revenue recognized is measured at fair value and is presented net of validator or other protocol fees.

As of June 30, 2026, the Company had 229,860,889 units of GRAM staked on the TON blockchain. During the three and six months ended June 30, 2026, the Company received staking rewards of 9,438,177 GRAM and 11,613,360 GRAM, respectively, and recognized staking revenue of $15,019 and $18,021, respectively.

In April 2026, The Open Network implemented upgrades to its TON Virtual Machine (TVM), the network’s execution layer, and Catchain 2.0, its consensus mechanism, enhancing overall network efficiency and validation throughput. The Company, in coordination with its service providers, was well positioned to benefit from improved staking yields associated with these changes. Gross staking yield increased to 4.27% for the three months ended June 30, 2026 from 0.99% for the three months ended March 31, 2026, primarily due to the TVM and network consensus upgrades.

Economic and Network Disruption

Our business, is heavily dependent on general economic conditions and the performance of Gram. Macroeconomic factors such as inflation, rising interest rates, foreign exchange volatility, or economic instability in jurisdictions where we or our partners operate may adversely affect demand for our products and services, as well as the value of our digital asset holdings. These conditions can also influence liquidity, capital availability, and investor sentiment across all of our business lines.

In addition, our digital asset operations are directly exposed to risks specific to the TON ecosystem. Network disruptions, validator downtime, software vulnerabilities, governance disputes, or changes in protocol parameters may impair access to our Gram holdings or reduce staking rewards. Adjustments to validator incentives, inflation rates, or reward distributions could materially alter the economics of staking. Likewise, declines in network activity, competition from other blockchains, or regulatory developments affecting TON or related ecosystem participants could negatively impact Gram’s utility and price.

Given the evolving nature of both global markets and the TON Network, we cannot predict the timing or magnitude of any economic or network-specific disruption. Any such events could materially and adversely affect our business, financial condition, and results of operations.

Recent Developments

Ratification of Equity Award Grants and Equity Issuances

We determined that a number of equity awards granted pursuant to our 2019 Stock and Incentive Compensation Plan, as amended, or the Incentive Plan, were inadvertently issued in excess of the amount available under the Incentive Plan, or the Excess Awards, and such issuance of Excess Awards may have required additional shareholder approval. Additionally, some of the equity awards granted pursuant to our Incentive Plan and the shares issued upon exercise or vesting of these equity awards may not have been registered or may not have had a valid exemption from registration or qualification under the Securities Act of 1933 and/or the securities laws of certain states.

Pursuant to Nevada Revised Statues 78.315(2) our Board of Directors adopted resolutions by unanimous written consent to ratify (i) amendments to our Incentive Plan to increase the share reserve under such Incentive Plan, and as may be required in order to align the Incentive Plan and related Equity Awards (as defined below) with all applicable laws, rules and regulations, or the Plan Modifications, and (ii) certain issuances of our shares and grants of equity under the Incentive Plan (including options, restricted stock awards and restricted stock units), or the Equity Awards.

Additionally, we determined that there was lack of clarity on when we effected our reverse stock splits in 2023 and 2024. In order to correct and confirm the effective date for each of the reverse stock splits, we filed certificates of correction with the Nevada Secretary of State on March 30, 2026, to correct the effective date and time of the amendments to our articles of incorporation memorializing the reverse stock splits to April 19, 2023 and October 9, 2024, respectively.

Unregistered Equity Award Grants and Equity Issuances Under Certain Employee Benefit Plans

As mentioned above, we determined that some of the equity awards granted pursuant to our Incentive Plan and the shares issued upon exercise or vesting of these equity awards may not have been registered or may not have had a valid exemption from registration or qualification under the Securities Act of 1933 and/or the securities laws of certain states. Because of the lack of registration and, potentially, the lack of a valid exemption from registration, the equity awards we granted and the shares issued upon exercise or vesting of these equity awards may have been issued in violation of U.S. federal and/or certain state securities laws and we may be subject to claims for rescission or damages.

Under Securities Act Section 12(a)(1), certain purchasers of unregistered securities have a right to recover, upon the tender of such security the consideration paid for such security with interest, less the amount of any income received, or damages if the security holder no longer holds the security. We currently do not believe that any holder has a claim to rescission for the equity awards since we are not aware of any recipient of a potentially unregistered award having suffered damages as a result of such equity award, or shares issued pursuant to such equity award, not being registered.

Although we currently do not believe that any holder has a claim for damages or an economic incentive for rescission of the equity awards, or shares issued upon exercise of these equity awards, our belief could be incorrect, it might later become economically advantageous for a holder to seek rescission, or a holder might otherwise seek rescission for other reasons. If such equity awards, or shares issued or issuable pursuant to such equity awards, are subject to rescission, we could be required to rescind these shares and make payments for rescission, damages, and interest to the holders of these equity awards, or shares issued pursuant to such equity awards, in an amount not yet determinable by us. In addition, we could incur further costs as a result of regulatory inquiries, lawsuits, or additional actions we may be required to take to resolve this matter.

Nasdaq Listing

On March 27, 2026, we provided notice to the Nasdaq Staff regarding our possible violation of Nasdaq Listing Rule 5635(c). The notification to Nasdaq related to our recent determination that the Excess Awards were inadvertently issued in excess of the amount available under the Incentive Plan, and such issuance of Excess Awards may have required additional shareholder approval. On March 30, 2026, we received a letter, or the Letter, from the Nasdaq Staff acknowledging our notice. On April 17, 2026, we submitted a preliminary response to Nasdaq outlining the Company’s plan for compliance. On June 18, 2026, we received a letter from Nasdaq Staff that indicted that a determination had been made to issue a reprimand to the Company (the “Reprimand Letter”). Nasdaq Staff noted in the Reprimand Letter that while the Staff determined that there were failures to comply with the Rule, those failures did not appear to have been the result of a deliberate intent to avoid compliance, and that, as such, the Staff believes that delisting the Company’s securities is not an appropriate sanction.

Forfeiture of RSUs

During the three months ended June 30, 2026, the Company experienced a non-cash stock compensation charge related to the surrender of legacy RSUs amounting to $5,455 as part of remediating the Company’s historical equity incentive plan. Because those awards were not replaced concurrently with new awards, GAAP required the remaining unrecognized compensation expense to be recognized immediately upon their forfeiture. This was an accounting acceleration rather than an economic cost and had no impact on cash flows or shareholder equity.

TON Treasury Strategy

On August 7, 2025, the Company completed transactions involving entry into a subscription agreement with certain institutional investors for a private placement in public equity, offering an aggregate of 57,024,121 shares of Common Stock of the Company, par value $0.0001 per share, at an offering price of $9.51 per share, and pre-funded warrants to purchase up to an aggregate of 1,677,996 shares of Common Stock at a purchase price per warrant of $9.5099. Each of the pre-funded warrants is exercisable for one share of Common Stock at the exercise price of $0.0001 per pre-funded warrant share, immediately exercisable, and may be exercised at any time until all of the pre-funded warrants issued in the PIPE are exercised in full. The gross proceeds from the PIPE, before deducting the placement agent fees and offering expenses, were approximately $558,000 funded in a combination of cash, Gram and other stablecoins. The Company incurred cash and equity placement agent fees of $11,423 and $10,452, respectively, and offering expenses of $13,155. The placement agent equity fee was comprised of 512,860 shares of Common Stock of the Company. Approximately one-third of the PIPE Subscribers agreed to lock-up restrictions with the Company (the “Lock-Up Investors”) whereby they will not sell or transfer the Acquired Securities for six months, with respect to all of the Acquired Securities held by such PIPE Subscribers, or for 12 months, with respect to 50% of the Acquired Securities held by each such PIPE Subscriber, in each case measured from the date of execution of the Subscription Agreement, subject to customary exceptions. The Lock-Up Investors that contributed Gram not eligible for trading or transfer (the “Locked Gram”) are also subject to Lock-Up Restrictions with respect to the Acquired Securities issued as consideration for the Locked Gram for the same duration as the Locked Gram are not eligible for trading or transfer. The Locked Gram do not have any restrictions regarding staking and can be staked by the Company to generate staking revenue. On August 21, 2025, the Company announced the start of its TON Treasury Strategy and used the net proceeds from the PIPE to acquire Gram, the native Digital Asset currency of The Open Network blockchain.

TON is a blockchain platform originally developed by the creators of Telegram, a cloud-based, cross-platform social media and instant messaging service with over one billion monthly active users. Initially named the Telegram Open Network, with its native token Grams, the project faced a U.S. regulatory challenge, that resulted in Telegram ceasing its involvement in the Telegram Open Network blockchain. Grams were not fully developed, and the test version of the tokens was placed into smart contracts, which anyone could mine. A community of open-source developers continued development of the Telegram Open Network, using its codebase, architecture, and documentation, subsequently updating its testnet to mainnet and rebranding it as TON, and used the open-source code as the basis for Toncoin, which became TON’s native token. The TON Foundation, a non-profit organization and network of developers and many network contributors in the TON community, now supports, but does not control or govern, TON blockchain and TON ecosystem.

Effective June 8, 2026, following a community governance vote, the native digital asset of The Open Network, previously known as “Toncoin” (ticker: TON), was rebranded as “Gram” (ticker: GRAM). The rebrand changed only the name and ticker of the digital asset and did not affect the underlying blockchain, the Company’s holdings of the digital asset, or its staking positions. Accordingly, the Company refers to its digital asset holdings as “Gram” or “GRAM” throughout this Quarterly Report on Form 10-Q, and references to “Toncoin” or “TON” in the Company’s previously issued filings refer to the same digital asset.

TON blockchain is a layer-1 blockchain designed to be a scalable, user-friendly platform that supports various decentralized applications. Operating on a Proof of Stake consensus model, TON aims to enhance network scalability, security, and energy efficiency. Validators help secure, and run, TON, which is accomplished by staking Gram, earning rewards for their participation, and contributing to the network’s overall stability. Gram is also used for paying transaction and gas fees and participating in governance. The functionality of TON depends on the use of Gram to power transactions and smart contracts that are essential to the applications built on top of TON. Furthermore, the use of Gram by validators facilitates the security features on which TON relies.

From 2023 to 2024, Gram experienced significant growth in active addresses and wallets. Moreover, in 2024, TON blockchain was the fastest growing blockchain by transactions. In January 2025, Telegram and the TON Foundation announced that TON blockchain would become the exclusive blockchain infrastructure powering Telegram’s Mini App ecosystem, allowing Telegram users to use Gram within Telegram without leaving the interface. This enables TON to leverage Telegram’s fast-growing user population to scale distribution. In July 2025, TON Wallet, a self-custodial wallet built into Telegram’s interface, went live in the United States.

The Company is focused on the accumulation of Gram for long-term investment, whether acquired through deployment of proceeds from capital raising transactions, staking rewards or via open market purchases. The Company aims to steadily expand its Gram treasury, stake Gram, and to support the development of a tokenized economy inside Telegram’s billion-user platform.

To further institutionalize our TON-centered strategy, the Company has bolstered its leadership team with executives who bring deep expertise in both traditional and decentralized finance. This structure affirms our intent to build a deeply experienced leadership team across global institutional finance and the TON ecosystem.

Advisory Services Agreement

On January 23, 2026, the Company’s Board of Directors authorized the Company to enter into settlement negotiations with Kingsway Capital Partners Limited (“Kingsway”) to terminate the advisory services agreement dated August 7, 2025. Under the agreement, Kingsway provides advisory and consulting services to the Company in connection with the expansion and diversification of the Company’s business and its TON Treasury Strategy.

On August 10, 2026, after the parties were unable to reach a negotiated settlement, the Company notified Kingsway that it had terminated the advisory services agreement without a settlement. The Company ceased making monthly payments under the agreement in March 2026, with its last payment made on March 18, 2026. Both parties have reserved all rights. As of the date of this filing, the Company cannot estimate the amount of any loss or gain resulting from the termination. The Company does not expect the termination to affect its TON Treasury Strategy or day-to-day operations. Kingsway is controlled by Manuel Stotz, the Company’s Executive Chairman, and is a significant stockholder of the Company.

Hiring of Chief Executive Officer

On April 16, 2026, the Company announced the appointment of Kevin Wilson as Chief Executive Officer, effective May 4, 2026. Mr. Wilson will receive an annual base salary of $950 thousand, a target annual bonus opportunity of 100% of salary as determined by the Board, a one-time $250 thousand signing bonus, and an equity award representing 2% of fully diluted shares to be approved by the Board, along with standard benefits and severance eligibility. Mr. Wilson brings more than 20 years of experience across financial markets, institutional trading and digital assets, including recent leadership roles focused on cryptocurrency trading and blockchain-based initiatives. The Company believes Mr. Wilson’s experience in digital asset markets and scaling trading platforms will support its strategy of building a digital asset treasury centered on Gram and advance the Company’s broader growth initiatives.

Results of Operations

Three Months Ended June 30, 2026 as Compared to the Three Months Ended June 30, 2025

The following is a comparison of our results of continuing operations for the three months ended June 30, 2026 and 2025 (in thousands):

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Revenue

Revenue was $15,019 for the three months ended June 30, 2026, as compared to no revenue for the three months ended June 30, 2025. The increase was due to staking revenue recognized from the Company’s GRAM staking activities, which commenced during the three months ended September 30, 2025. As a result, no comparable staking revenue was recognized during the prior-year comparable period.

Cost of Revenue

Cost of revenue was $766 for the three months ended June 30, 2026, as compared to $0 for the three months ended June 30, 2025. The increase was due to staking revenue recognized from the Company’s GRAM staking activities, which commenced during the three months ended September 30, 2025. As a result, no comparable cost of revenue was recognized during the prior-year comparable period.

Operating Expenses

Depreciation and amortization expenses were $3 for the three months ended June 30, 2026, as compared to $9 for the three months ended June 30, 2025.

General and administrative expenses for the three months ended June 30, 2026 were $13,771, as compared to $1,253 for the three months ended June 30, 2025, reflecting an increase of $12,518. During the period, the Company experienced a non-cash stock compensation charge related to the surrender of legacy RSUs amounting to $5,455 as part of remediating the Company’s historical equity incentive plan. Because those awards were not replaced concurrently with new awards, GAAP required the remaining unrecognized compensation expense to be recognized immediately upon their forfeiture. This was an accounting acceleration rather than an economic cost and had no impact on cash flows or shareholder equity.

General and administrative expenses excluding share-based compensation expense for the three months ended June 30, 2026 were $8,316 as compared to $924 for the three months ended June 30, 2025, reflecting an increase of $7,392. The increase in general and administrative expenses excluding share-based compensation expense is primarily due to increases in amortization of advisory fees resulting from the Kingsway agreement of $2,902, personnel costs of $1,740, advisory fees resulting from the Kingsway agreement of $832, legal fees of $735, directors’ and officers’ insurance of $403, professional fees of $347, investor relations of $130 and asset custody fees of $124.

Other Income (Expense), net

Other income (expense), net, was $83,056 for the three months ended June 30, 2026. The amount was primarily attributable to an unrealized gain of $82,707 on the Company’s GRAM holdings resulting from an increase in the fair value of GRAM during the period.

Three Months Ended June 30, 2026 as Compared to the Three Months Ended March 31, 2026

The following is a comparison of our results of continuing operations for the three months ended June 30, 2026 and March 31, 2026 (in thousands):

Revenue

Revenue was $15,019 for the three months ended June 30, 2026, compared to $3,002 for the three months ended March 31, 2026. The increase of $12,017, or 400%, was primarily attributable to higher staking rewards earned during the period, reflecting enhanced network efficiency and validation throughput following upgrades to the TON Virtual Machine and network consensus upgrade implemented on the TON blockchain during the three months ended June 30, 2026.

Cost of Revenue

Cost of revenue was $766 for the three months ended June 30, 2026, as compared to $156 for the three months ended March 31, 2026. The cost of revenue increase of $610, or 391%, is consistent with the revenue increase of 400%. The gross profit for the three months ended June 30, 2026 and the three months ended March 31, 2026 remained constant at 95%.

Operating Expenses

Depreciation and amortization expenses were $3 for the three months ended June 30, 2026, as compared to $1 for the three months ended March 31, 2026.

General and administrative expenses were $13,771 for the three months ended June 30, 2026, as compared to $6,534 for the three months ended March 31, 2026, reflecting an increase of $7,237. During the period, the Company experienced a non-cash stock compensation charge related to the surrender of legacy RSUs amounting to $5,455 as part of remediating the Company’s historical equity incentive plan. Because those awards were not replaced concurrently with new awards, GAAP required the remaining unrecognized compensation expense to be recognized immediately upon their forfeiture. This was an accounting acceleration rather than an economic cost and had no impact on cash flows or shareholder equity.

General and administrative expenses excluding share-based compensation expense for the three months ended June 30, 2026 were $8,316 as compared to $5,412 for the three months ended March 31, 2026, reflecting an increase of $2,904 primarily due to an increase in amortization of advisory fees resulting from the Kingsway agreement of $2,865.

Other Income (Expense), net

Other income (expense), net, was $83,056 for the three months ended June 30, 2026, compared to $(87,629) for the three months ended March 31, 2026. The improvement was primarily attributable to an increase in the fair value of the Company’s GRAM holdings resulting from an increase in the market price of GRAM during the three months ended June 30, 2026, which resulted in an unrealized gain of $82,707, compared to an unrealized loss of $(87,928) during the three months ended March 31, 2026.

Six Months Ended June 30, 2026 as Compared to the Six Months Ended June 30, 2025

The following is a comparison of our results of continuing operations for the six months ended June 30, 2026 and 2025 (in thousands):

Revenue

Revenue was $18,021 for the six months ended June 30, 2026, compared to no revenue for the six months ended June 30, 2025. The increase was attributable to staking revenue recognized from the Company’s GRAM staking activities, which commenced during the three months ended September 30, 2025. As a result, no comparable staking revenue was recognized during the prior-year comparable period.

Cost of Revenue

Cost of revenue was $922 for the six months ended June 30, 2026, as compared to $0 for the six months ended June 30, 2025. The increase was due to staking revenue recognized from the Company’s GRAM staking activities, which commenced during the three months ended September 30, 2025. As a result, no comparable cost of revenue was recognized during the prior-year comparable period.

Operating Expenses

Depreciation and amortization expenses were $4 for the six months ended June 30, 2026, as compared to $17 for the six months ended June 30, 2025.

General and administrative expenses for the six months ended June 30, 2026 were $20,305, as compared to $2,173 for the six months ended June 30, 2025, reflecting an increase of $18,132. During the period, the Company experienced a non-cash stock compensation charge related to the surrender of legacy RSUs amounting to $5,455 as part of remediating the Company’s historical equity incentive plan. Because those awards were not replaced concurrently with new awards, GAAP required the remaining unrecognized compensation expense to be recognized immediately upon their forfeiture. This was an accounting acceleration rather than an economic cost and had no impact on cash flows or shareholder equity.

General and administrative expenses excluding share-based compensation expense for the six months ended June 30, 2026 were $13,728 as compared to $1,537 for the six months ended June 30, 2025, reflecting an increase of $12,191. The increase in general and administrative expenses excluding share-based compensation expense is primarily due to an increase in amortization of advisory fees resulting from the Kingsway agreement of $2,939, increases in personnel costs of $2,852, legal fees of $2,476, advisory fees resulting from the Kingsway agreement of $1,533, directors’ and officers’ insurance of $826, professional fees of $646, asset custody fees of $228, and investor relations of $197.

Other Income (Expense), net

Other income (expense), net, was $(4,573) for the six months ended June 30, 2026, compared to $331 for the six months ended June 30, 2025. The change was primarily attributable to an unrealized loss of $(5,220) on the Company’s GRAM holdings resulting from a decline in the market price of GRAM during the period offset by a realized gain recorded on the sale of GRAM of $75.

Use of Non-GAAP Measures – Modified EBITDA

In addition to our results under generally accepted accounting principles (“GAAP”), we present Modified EBITDA as a supplemental measure of our performance. However, Modified EBITDA is not a recognized measurement under GAAP and should not be considered as an alternative to net income, income from operations or any other performance measure derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of liquidity. We define Modified EBITDA as net income (loss), plus depreciation and amortization, share-based compensation, other (income) expense, net, income tax expense, net (gain) loss on fair value of Digital Assets, loss from discontinued operations, net of tax, and other non-recurring costs.

Management considers our core operating performance to be that which our managers can affect in any particular period through their management of the resources that affect our underlying revenue and profit generating operations that period. Non-GAAP adjustments to our results prepared in accordance with GAAP are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Modified EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Modified EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

(in thousands)

(a) Represents severance and legal litigation costs.

We present Modified EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Modified EBITDA in developing our internal budgets, forecasts and strategic plan; in analyzing the effectiveness of our business strategies in evaluating potential acquisitions; and in making compensation decisions and in communications with our board of directors concerning our financial performance. Modified EBITDA has limitations as an analytical tool, which includes, among others, the following:

• Modified EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
• Modified EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
• Modified EBITDA does not reflect future interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; and
• Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Modified EBITDA does not reflect any cash requirements for such replacements.

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Liquidity and Capital Resources

Overview

As of June 30, 2026 and December 31, 2025, we had the following balances of cash and cash equivalents, restricted cash, and unrestricted Gram holdings.

(in thousands)

Sources of Liquidity

We finance our operations with cash on hand and periodic sales of Gram. For the six months ended June 30, 2026, the Company sold Gram resulting in proceeds of $1,049. Further, the Company has the ability to sell shares in the open market through a current At the Market (“ATM”) sales agreement.

Equity Financings

On August 7, 2025, the Company completed a private investment in public equity (“PIPE”) with certain institutional investors (the “PIPE Subscribers”) pursuant to a subscription agreement. The PIPE included the sale of (i) 57,024,121 shares of common stock, par value $0.0001 per share, at a price of $9.51 per share, and (ii) pre-funded warrants to purchase up to 1,677,996 shares of common stock at a price of $9.5099 per warrant (together, the “Acquired Securities”). Each pre-funded warrant is exercisable for one share of common stock at an exercise price of $0.0001 per share, is immediately exercisable, and remains outstanding until exercised in full. The PIPE generated gross proceeds of approximately $558,000, funded with a combination of cash, Gram, and USD-denominated stablecoins (USDC and USDT), before deducting placement agent fees and offering expenses. The Company incurred cash placement agent fees of $11,423 and offering expenses of $13,155. In addition, the placement agent equity fee consisted of 512,860 shares of common stock valued at $10,452.

On August 8, 2025, the Company entered into a sales agreement with Cantor Fitzgerald & Co. that provides for sales of our common stock with aggregate proceeds of up to $1.0 billion from time to time through an “at the market” equity offering program (the “ATM Offering”). During the year ended December 31, 2025, we sold 391,988 shares of common stock under our ATM Offering at a weighted average price per share of $18.44 for aggregate gross proceeds of $7,228 net of offering costs of $596.

Short-term and Long-term Liquidity Needs

As of June 30, 2026, our short-term and long-term liquidity needs include the following:

• Short-term liquidity. Our short-term liquidity needs include working capital requirements and third-party software supporting our operations due within the next twelve months.
• Long- term liquidity. Beyond the next 12 months, our long-term cash needs are primarily for obligations related to our operating leases of $46. These obligations are classified as long-term liabilities of discontinued operations in our condensed consolidated balance sheet.

We expect that our existing cash and cash equivalents will be sufficient to fund our operating plans for at least twelve months from the date of this Quarterly Report.

The following is a summary of our cash flows from operating, investing, and financing activities for the six months ended June 30, 2026 and 2025 (in thousands):

Cash Flows – Operating

For the six months ended June 30, 2026, our cash flows used in operating activities for continuing operations amounted to $10,640, compared to cash flows used for the six months ended June 30, 2025 of $66. The prior-year comparable period included a non-recurring Employee Retention Credit (“ERC”) refund of approximately $1,724. Excluding this refund, cash used in operating activities from continuing operations for the six months ended June 30, 2025 would have been $1,790. The increase in cash used in operating activities for continuing operations in the current period primarily reflects higher operating expenses, legal and professional fees, and personnel costs.

Cash Flows – Investing

For the six months ended June 30, 2026, our cash flows provided by investing activities for continuing operations amounted to $1,047, compared to $98 used for the six months ended June 30, 2025. The increase was due to proceeds received from the sale of GRAM.

Cash Flows – Financing

For the six months ended June 30, 2026, our cash flows provided by financing activities amounted to $0, compared to $4,582 for the same period in 2025. This decrease was primarily a result of the Company having to raise capital in the prior year to assist in the funding of the Lyvecom acquisition in April 2025. No such need existed for the six months ended June 30, 2026.

Critical Accounting Policies and Estimates

Our financial statements have been prepared in accordance with GAAP, which require that we make certain assumptions and estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period. There have been no significant and material changes in our critical accounting estimates during the three months ended June 30, 2026, as compared to those disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report.

Recently Issued Accounting Pronouncements

For a summary of our recent accounting policies, refer to Note 2 - Summary of Significant Accounting Policies, of our unaudited condensed consolidated financial statements included under Item 1 – Financial Statements in this Form 10-Q.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

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 Rule 13a-15(e) and 15d- 15(e) under the Exchange Act) as of June 30, 2026. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2026 at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on the Effectiveness of Controls

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Our business, results of operations, and financial condition are subject to various risks. These risks are described elsewhere in this Quarterly Report on Form 10-Q and our other filings with the SEC, including the Annual Report filed on March 31, 2026. The risk factors identified in our Annual Report have not changed in any material respect.