AppTech Payments Corp.: Form 10-K for the period ended Dec 31, 2025

Business Overview

2025 was a defining year for AppTech Payments Corp. (“AppTech”). The Company entered the year with inherited structural, operational, and technological challenges that limited its ability to scale and compete effectively in the rapidly evolving financial services landscape. The legacy FinZeo acquisition, while strategically intended to position the Company in digital payments, required significant remediation. The inherited platform architecture was fragmented, the marketplace model was not commercially viable, and the product required substantial modernization to meet industry expectations. These issues constrained growth and created operational inefficiencies that needed to be addressed before the Company could pursue new opportunities.

Recognizing these challenges, the new management team undertook a comprehensive transformation of the Company. This included stabilizing operations, preserving existing revenue streams, restructuring internal processes, modernizing the technology stack, and repositioning the Company toward scalable, high-value financial technology infrastructure. The objective was not incremental improvement, but a fundamental repositioning of AppTech into a modern fintech infrastructure provider capable of supporting digital banking, embedded finance, and omnichannel payments at scale. By year-end, AppTech had rebuilt its foundation, aligned its teams, and established a clear strategic direction for long-term growth.

This transformation occurred during a period of rapid change in the financial services industry. Businesses, financial institutions, and technology platforms increasingly require modern, flexible, and compliant financial technology capable of supporting digital-first interactions, automated onboarding, and embedded financial services. The market is shifting toward unified platforms that reduce integration complexity, support multi-channel payment experiences, and deliver scalable financial services without requiring costly or disruptive changes to existing banking systems. Smaller and mid-sized banks, in particular, face mounting pressure to modernize their digital offerings but often lack the internal resources or infrastructure to do so effectively. These institutions represent a significant and underserved segment of the market.

To address these needs, AppTech deployed the AppTech Banking Platform, a modern financial services layer licensed and implemented in 2025. While architecturally similar to Banking-as-a-Service systems, AppTech positions this platform as a core Company technology rather than a traditional BaaS product. The platform enables digital banking capabilities, account-based processing, onboarding, compliance, and financial workflows through a unified, cloud-native architecture. It is designed as a multi-tenant, multi-bank system, allowing AppTech to support multiple financial institutions simultaneously and expand its banking partnerships over time. Importantly, the platform integrates alongside a bank’s existing core system rather than replacing it, enabling AppTech to deliver modern digital capabilities without requiring banks to undertake costly or disruptive system changes.

The Company’s first partner bank is now fully online and accepting clients through the AppTech Banking Platform. This relationship provides AppTech with a compliant and scalable foundation for delivering digital banking capabilities, account creation, payment services, and financial workflows. The close operational alignment between AppTech and its partner bank enhances the Company’s ability to deliver efficient onboarding, consistent compliance processes, and a streamlined path for clients to activate financial products, while maintaining the bank’s regulatory oversight and decision-making authority.

Building on this strengthened foundation, AppTech completed the acquisition of Infinitus Pay, Inc. (“IP”) in late 2025. IP brings a profitable business, a growing customer portfolio, and a robust cross-border payments and onboarding platform that integrates directly into the AppTech Banking Platform. Its technology expands AppTech’s capabilities in global payment acceptance, international payouts, multi-currency transactions, automated recipient onboarding, and compliance workflows. IP also contributes a sophisticated partner portal that provides detailed reporting, business metrics, and operational insights. This portal not only supports IP’s existing clients but also enhances AppTech’s broader sales channel by equipping partners with tools to identify opportunities, monitor client performance, and unlock client potential.

While the Company’s long-term strategy is centered on digital banking and embedded financial services, AppTech continues to operate and generate revenue from its FinZeo Payments-as-a-Service (“PaaS”) business. FinZeo remains an active and revenue-producing component of the Company’s operations, contributing approximately 10–15% of total revenue in 2025. Although the inherited marketplace structure required modernization and the original product did not meet commercial expectations, the underlying PaaS capabilities continue to serve merchants, ISOs, and technology partners. The Company stabilized this business, preserved its revenue, and repositioned it as a strategic channel for identifying future opportunities aligned with the Company’s broader financial technology strategy.

As a result of these efforts, AppTech emerges from 2025 as a fundamentally different company—one with a modern technology foundation, a scalable business model, a strengthened leadership team, and a clear strategic direction. The Company is now positioned to participate meaningfully in the next generation of digital financial services, with a platform capable of supporting financial institutions, technology companies, and SMEs with scalable, customizable financial solutions that reduce integration complexity and accelerate time-to-market.

Corporate Information

AppTech Corp. reincorporated in Delaware on December 23, 2021, and changed its name to AppTech Payments Corp. The Company’s principal executive offices are located at 5876 Owens Avenue, Suite 100, Carlsbad, California 92008. Its phone number is (760) 707-5959. Its website address is www.apptechcorp.com (http://www.apptechcorp.com) and www.finzeo.com (http://www.finzeo.com). AppTech does not incorporate the information on or accessible through our website into this report. AppTech has included our website address in this report solely as an inactive textual reference.

Industry Background

The financial technology and payment processing industries continue to evolve rapidly as technological innovation, shifting consumer expectations, and new business models reshape the global financial landscape. Digital transformation is accelerating across all sectors, driving demand for modern payment systems, digital banking capabilities, and embedded financial services. Automated Clearing House (“ACH”) payments, card processing, and mobile-first financial interactions have become foundational components of the digital economy.

ACH payments have experienced sustained growth in both volume and value. In 2022, the ACH network processed 30 billion payments valued at $76.7 trillion, reflecting increases in both transaction volume and dollar value, according to the Federal Reserve Payments Study (2022). By 2023, The Clearing House reported more than 19 billion ACH transactions totaling $52.4 trillion, representing continued year-over-year expansion. Between 2018 and 2021, the dollar value of ACH payments grew at an annual rate of 12.7%, the highest growth rate recorded by the Federal Reserve Payments Study (2023).

Card payments remain the dominant method of consumer and business transactions. The Federal Reserve Payments Study highlights the significant volume of card-based transactions, and demand continues to rise as consumers adopt contactless and instant payment methods. The global shift toward digital wallets, tokenized payments, and mobile-enabled commerce is expected to continue accelerating.

The broader fintech sector is also expanding rapidly. According to Statista’s Digital & Trends – Neobanking US Report (2023), the industry is projected to grow at a compound annual growth rate of approximately 16.5% between 2024 and 2032. The same report estimates that digital banking, including FDIC-insured neobanks offering modern financial services, will reach a value of approximately $2.6 trillion by 2027, with more than 78 million users. Neobanks and fintech platforms are reshaping traditional banking models by offering digital-first experiences, lower costs, and enhanced convenience.

Smaller financial institutions, including credit unions, are increasingly adopting digital payment solutions to remain competitive. According to CUInsight’s Credit Unions Adopting Open Banking Payments report (2024), approximately 11% of credit unions had incorporated open banking payment options as of mid-2024, reflecting a growing trend toward advanced digital capabilities. Digital transformation enables these institutions to attract and retain members by offering secure, convenient financial services. Many are partnering with fintech companies to accelerate modernization efforts, consistent with broader industry findings highlighted in PwC’s Global Consumer Insights Survey.

The digital payments ecosystem presents significant revenue opportunities. PwC estimates a $60 billion revenue opportunity across digital payment channels, driven by mobile wallets, ACH systems, and embedded financial services. As digital payments become more deeply integrated into everyday financial interactions, businesses and financial institutions are seeking partners capable of delivering modern, scalable, and compliant financial technology.

Our Competitive Strengths

AppTech believes that the transformation completed in 2025 provides the Company with several meaningful competitive strengths that differentiate it within the financial technology landscape. The most significant of these is the AppTech Banking Platform, which enables the Company to deliver modern financial services through a single, cohesive architecture that reduces integration complexity and accelerates time-to-market for clients. The platform’s multi-tenant, multi-bank design allows AppTech to support multiple financial institutions concurrently and expand its banking partnerships over time, creating a scalable foundation for long-term growth. Because the platform integrates alongside a bank’s existing core system rather than replacing it, AppTech can deliver modern digital capabilities without requiring banks to undertake costly or disruptive system changes.

The acquisition of IP further enhances AppTech’s competitive position. IP’s cross-border payments, multi-currency capabilities, automated onboarding workflows, and compliance infrastructure integrate directly into the AppTech Banking Platform, expanding the Company’s ability to support international commerce and embedded finance use cases. IP’s partner portal strengthens AppTech’s sales ecosystem by providing detailed reporting and business metrics that help identify opportunities, optimize performance, and accelerate adoption.

AppTech’s ability to serve as both a technology provider and a sales enablement partner for smaller and mid-sized banks further differentiates the Company. These institutions represent a large and underserved segment of the market, and AppTech’s platform allows them to expand their digital capabilities and reach new customers without replacing their existing systems. This positioning creates mutually beneficial opportunities for both AppTech and its banking partners and supports the Company’s long-term growth objectives.

Finally, the Company’s decision to preserve and stabilize its FinZeo PaaS business provides an additional competitive advantage. While the inherited marketplace model required significant remediation, the underlying PaaS capabilities continue to generate revenue and serve as a valuable channel for identifying new opportunities. This dual-engine model—digital banking infrastructure combined with a stabilized payments business—positions AppTech to grow revenue while expanding its presence across multiple segments of the financial services ecosystem.

Our Growth Strategy

AppTech’s growth strategy is centered on leveraging the foundation established in 2025 to expand its banking relationships, scale its unified financial technology platform, and capitalize on the increasing demand for modern digital financial services. The Company intends to build on the capabilities of the AppTech Banking Platform by onboarding additional financial institutions, thereby increasing distribution channels and broadening its reach across the banking sector. The platform’s multi-tenant architecture enables AppTech to support multiple banks concurrently, creating opportunities to serve diverse market segments and deepen its presence within the financial services ecosystem.

A key component of the Company’s strategy is the full integration and expansion of the IP platform. By combining IP’s cross-border payments, onboarding automation, and compliance workflows with the AppTech Banking Platform, the Company aims to deliver a comprehensive suite of financial services that support both domestic and international commerce. IP’s sales pipeline and partner portal will play an important role in this strategy by providing AppTech and its partners with actionable insights that can drive client acquisition, improve performance, and accelerate adoption.

AppTech also intends to focus on underserved market segments, particularly smaller and mid-sized banks that lack the internal resources to modernize their digital offerings. By providing these institutions with modern financial technology that integrates alongside their existing core systems, AppTech can serve as both a technology provider and a sales enablement partner, helping banks expand their digital capabilities and reach new customers. This approach creates mutually beneficial opportunities for both AppTech and its banking partners and supports the Company’s long-term growth objectives.

In addition, AppTech plans to continue enhancing its unified financial technology stack, which integrates digital banking, account-based processing, omnichannel payments, automated onboarding, compliance automation, and cross-border capabilities into a single architecture. The Company believes that delivering these capabilities through a modular, extensible platform will reduce integration friction for clients and enable AppTech to support a wide range of deployment models, including off-the-shelf solutions, white-label offerings, and fully embedded financial services.

By strengthening its banking partnerships, scaling the AppTech Banking Platform, fully leveraging the IP acquisition, and stabilizing and utilizing the FinZeo PaaS business as a strategic channel, AppTech believes it is well positioned to drive meaningful expansion in 2026 and beyond.

Our Products and Services

AppTech offers a suite of financial technology solutions designed to empower financial institutions, technology providers, and enterprise brands to deliver modern, digital-first financial experiences. The Company’s unified platform integrates digital banking, omnichannel payments, onboarding automation, compliance workflows, and embedded financial services into a single, extensible architecture.

Merchant Services

AppTech’s historical core business consists of merchant transaction services. The Company generates revenue by processing credit and debit card payments through point-of-sale equipment, eCommerce gateways, periodic ACH payments, and gift and loyalty programs. AppTech currently supports more than 150 merchants across a wide range of industries. Each merchant has unique processing needs, and AppTech leverages multiple processing partners to ensure optimal alignment based on risk, volume, customer service, integration capabilities, product features, and profitability.

FinZeo Payments-as-a-Service (PaaS)

FinZeo remains an active and revenue-producing component of AppTech’s operations, contributing approximately 10–15% of total revenue in 2025. The platform provides ACH processing, card acceptance, eCheck services, mobile payments, electronic billing, and text-to-pay capabilities to merchants and partners across a variety of industries. While the inherited marketplace structure required modernization and the original product did not meet commercial expectations, the Company stabilized the business, preserved its revenue, and repositioned it as a strategic channel for identifying new opportunities aligned with the Company’s broader financial technology strategy.

Digital Financial Technology Platform consisting of Omnichannel Payments and Digital Banking

AppTech’s digital financial technology platform incorporates two primary product pillars: omnichannel digital payments and digital banking capabilities. The omnichannel payments pillar includes hosted eCommerce checkout, a flexible payment gateway, patented payment technologies, alternative payment methods, and mobile and contactless payments. The digital banking pillar provides financial institutions with the technology required to offer modern financial services to businesses, professionals, and individuals.

The platform supports the development and deployment of customized financial experiences through open and private APIs, third-party integrations, white-label capabilities, and optional professional services. Clients may deploy AppTech’s solutions off-the-shelf or embed them directly into their own applications.

AppTech’s patented text-to-pay technology enables B2B, B2C, and P2P payments via SMS, mobile push, email, and embedded links. Combined with additional patents in mobile-to-computer messaging and lead generation, these capabilities allow AppTech to deliver innovative customer engagement and payment experiences.

The platform also supports personalization, marketing automation, and online-to-offline attribution, enabling businesses to tailor financial experiences to individual customer preferences. Automation capabilities allow clients to configure financial incentives, cashback programs, and savings features such as round-ups. The platform’s open architecture supports embedded payments and financial services through flexible APIs.

AppTech continues to enhance its platform through ongoing development, integration, testing, and certification. The Company expects to introduce additional features, capabilities, and improvements as it advances toward broader market readiness.

Employees

As of the date of this annual report, we have six full-time employees. In addition to our employees, we utilize various consultants and contractors for other services on an as-needed basis.

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item.

AppTech recognizes the critical importance of cybersecurity in protecting its operations, customer information, and proprietary data. The Company is committed to implementing robust security measures designed to mitigate the risk of cyber incidents that could disrupt business operations or compromise data integrity.

Engage Third-parties on Risk Management

Due to the difficulties and evolving nature of cybersecurity threats, AppTech engages with external experts, including cybersecurity consultants and auditors to evaluate and test its risk management systems. These relationships allow us to utilize specialized knowledge and insights, ensuring our strategies and processes remain in-line with current best practices. These third-parties provide the Company with regular audits, threat assessments, and consultations on security enhancements. Also, during onboarding and periodically thereafter, we conduct trainings for the Company’s employees, contractors, and temporary workers about cybersecurity risks, including sending test phishing emails for training purposes to all users of the Company’s email system.

Our cybersecurity strategy encompasses a comprehensive suite of measures designed to protect our systems and data from unauthorized access, use, alteration, or destruction. These measures include, but are not limited to:

• Implementation of advanced cybersecurity technologies, including firewalls, intrusion detection systems, and encryption protocols, to safeguard our network and data.
• Regular security assessments and penetration testing conducted by external experts to identify and remediate potential vulnerabilities.
• Establishing and maintaining incident response and recovery plans to ensure timely and effective responses to any cybersecurity incidents.

Oversee Third-party Risk

To manage the risks associated with third-party service providers, AppTech conducts weekly calls with its providers to monitor compliance on an ongoing basis. Issues that arise are addressed immediately with mitigating measures added to avoid future problems.

Risks from Cybersecurity Threats

Like other companies in our industry, we face several cybersecurity risks in connection with our business. Although such risks have not materially affected us or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, to date, we have, from time to time, experienced threats to and security incidents related to our data and systems, including denial of service and phishing attacks.

Risk Management Personnel

Primary responsibility for assessing, monitoring and managing our cybersecurity risks rests with our third-party provider, the Company's Director of Information Technology and Director of Software Engineering (referred to as “IT”). Their knowledge, experience and relationship with our third-party vendor are instrumental in developing and executing our cybersecurity strategies.

Risk Management Reporting

The IT Team provides updates to upper Management on a routine basis or as potentially critical risks from cybersecurity threats or incidents arise. In addition, the audit committee is notified of any material cybersecurity concerns that may impact internal controls, data storage, or the integrity of our financial reporting.

Governance

Our board of directors has ultimate oversight responsibility for our strategic and business risk management and delegates cybersecurity risk management oversight to its audit committee.

Risk Management

Despite our diligent efforts to secure our systems and data, we acknowledge that no cybersecurity measures can completely eliminate the risk of cyber incidents. The evolving nature of cyber threats means that we must continually adapt our cybersecurity strategies to address new and emerging risks.

In recognition of these risks, we have implemented a comprehensive risk management framework that includes:

• Continuous monitoring of our networks and systems for signs of unauthorized activity.
• Regular updates to our cybersecurity measures to address new vulnerabilities and threats.
• Collaboration with industry partners and government agencies to share information on threats and best practices for cybersecurity.
• Maintaining cyber insurance to mitigate the financial impact of potential cybersecurity incidents.

Potential Impact of Cybersecurity Incidents

We recognize that a significant cybersecurity incident could have material adverse effects on our business, including operational disruptions, financial losses, legal liabilities, and damage to our reputation. Such incidents could also result in the loss of proprietary information or the exposure of sensitive customer data, leading to further financial and reputational harm.

In conclusion, while AppTech Payment Corp is committed to employing comprehensive cybersecurity measures to protect against cyber threats, there are inherent risks associated with cybersecurity that could impact our business. We continue to monitor our cybersecurity landscape actively and adapt our defenses to mitigate these risks as much as possible.

Corporate headquarters is located at 5876 Owens Avenue, Suite 100, Carlsbad, CA 92008, consisting of approximately 3,000 square feet of leased office space. The Company does not own any real property.

Finzeo Seller Suit

On October 30, 2025, AppTech Payments Corp. filed a lawsuit in the United States District Court, Southern District of California, against Seller with claims for trade secret misappropriation, fraud, misrepresentation, conversion, unfair business practices, violation of California Penal Code section 502, and breach of contract. The litigation relates to AppTech’s acquisition of membership interests in a company and the company’s related product. The defendant has made claims of an offset based on alleged outstanding payments as part of the acquisition. On November 4, 2025, the Court entered an order approving the parties Stipulation/Joint re AppTech’s Motion for Temporary Restraining Order and Order. The case is currently in the discovery stage with the final pretrial conference scheduled for March 18, 2027.

On March 13, 2025, Moses & Singer LLP filed a case against AppTech Payments Corp. for unpaid fees of approximately $445 thousand with the American Arbitration Association. AppTech has brought a counterclaim of legal malpractice for $800 thousand. Arbitration is confidential and ongoing; resolution is expected before or by April 2026. Invoices for fees and costs to date are reflected in accounts payable.

Infinios Financial Services Litigation

On October 1, 2020, the Company entered into a strategic partnership with NEC PAYMENTS B.S.C., which subsequently became Infinios Financial Services B.S.C. (“Infinios”); on May 4, 2023, the Company notified Infinios of its intent to terminate the relationship and commenced good-faith negotiations, and in October 2023, the parties entered arbitration.

As of December 31, 2024, the parties settled the lawsuit under a confidential Settlement Confirmation letter whereby the terms of the Settlement Agreement and Mutual Release were fulfilled. Under the settlement, no payments were exchanged between the parties, and both the anti-dilution liability and the payable owed to Infinios of $72 thousand and $249 thousand, respectively, were fully extinguished. The matter is closed.

Litigation with Former Employees

On May 3, 2024, the Company was sued by three former employees over severance payments. In March 2025, the Company settled its lawsuit for $172 thousand. As of December 31, 2025, all monies owed have been paid.

The following discussion and analysis of our financial condition and results of operations should be read together with the audited consolidated financial statements and related notes included elsewhere in this report. Certain statements contained in this report, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of our company and the products and services we expect to offer and other statements contained herein regarding matters that are not historical facts, are “forward-looking” statements. Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also forward-looking statements which involve risks, uncertainties, and assumptions. Because forward-looking statements are inherently subject to risks and uncertainties, our actual results may differ materially from the results discussed in the forward-looking statements.

Business Overview

2025 was a defining year for AppTech Payments Corp. (“AppTech”). The Company entered the year with inherited structural, operational, and technological challenges that limited its ability to scale and compete effectively in the rapidly evolving financial services landscape. The legacy FinZeo acquisition, while strategically intended to position the Company in digital payments, required significant remediation. The inherited platform architecture was fragmented, the marketplace model was not commercially viable, and the product required substantial modernization to meet industry expectations. These issues constrained growth and created operational inefficiencies that needed to be addressed before the Company could pursue new opportunities.

Recognizing these challenges, the new management team undertook a comprehensive transformation of the Company. This included stabilizing operations, preserving existing revenue streams, restructuring internal processes, modernizing the technology stack, and repositioning the Company toward scalable, high-value financial technology infrastructure. The objective was not incremental improvement, but a fundamental repositioning of AppTech into a modern fintech infrastructure provider capable of supporting digital banking, embedded finance, and omnichannel payments at scale. By year-end, AppTech had rebuilt its foundation, aligned its teams, and established a clear strategic direction for long-term growth.

This transformation occurred during a period of rapid change in the financial services industry. Businesses, financial institutions, and technology platforms increasingly require modern, flexible, and compliant financial technology capable of supporting digital-first interactions, automated onboarding, and embedded financial services. The market is shifting toward unified platforms that reduce integration complexity, support multi-channel payment experiences, and deliver scalable financial services without requiring costly or disruptive changes to existing banking systems. Smaller and mid-sized banks, in particular, face mounting pressure to modernize their digital offerings but often lack the internal resources or infrastructure to do so effectively. These institutions represent a significant and underserved segment of the market.

To address these needs, AppTech deployed the AppTech Banking Platform, a modern financial services layer licensed and implemented in 2025. While architecturally similar to Banking-as-a-Service systems, AppTech positions this platform as a core Company technology rather than a traditional BaaS product. The platform enables digital banking capabilities, account-based processing, onboarding, compliance, and financial workflows through a unified, cloud-native architecture. It is designed as a multi-tenant, multi-bank system, allowing AppTech to support multiple financial institutions simultaneously and expand its banking partnerships over time. Importantly, the platform integrates alongside a bank’s existing core system rather than replacing it, enabling AppTech to deliver modern digital capabilities without requiring banks to undertake costly or disruptive system changes.

The Company’s first partner bank is now fully online and accepting clients through the AppTech Banking Platform. This relationship provides AppTech with a compliant and scalable foundation for delivering digital banking capabilities, account creation, payment services, and financial workflows. The close operational alignment between AppTech and its partner bank enhances the Company’s ability to deliver efficient onboarding, consistent compliance processes, and a streamlined path for clients to activate financial products, while maintaining the bank’s regulatory oversight and decision-making authority.

Building on this strengthened foundation, AppTech completed the acquisition of IP in late 2025. IP brings a profitable business, a growing customer portfolio, and a robust cross-border payments and onboarding platform that integrates directly into the AppTech Banking Platform. Its technology expands AppTech’s capabilities in global payment acceptance, international payouts, multi-currency transactions, automated recipient onboarding, and compliance workflows. IP also contributes a sophisticated partner portal that provides detailed reporting, business metrics, and operational insights. This portal not only supports IP’s existing clients but also enhances AppTech’s broader sales channel by equipping partners with tools to identify opportunities, monitor client performance, and unlock client potential.

While the Company’s long-term strategy is centered on digital banking and embedded financial services, AppTech continues to operate and generate revenue from its FinZeo Payments-as-a-Service (“PaaS”) business. FinZeo remains an active and revenue-producing component of the Company’s operations, contributing approximately 10–15% of total revenue in 2025. Although the inherited marketplace structure required modernization and the original product did not meet commercial expectations, the underlying PaaS capabilities continue to serve merchants, ISOs, and technology partners. The Company stabilized this business, preserved its revenue, and repositioned it as a strategic channel for identifying future opportunities aligned with the Company’s broader financial technology strategy.

As a result of these efforts, AppTech emerges from 2025 as a fundamentally different company—one with a modern technology foundation, a scalable business model, a strengthened leadership team, and a clear strategic direction. The Company is now positioned to participate meaningfully in the next generation of digital financial services, with a platform capable of supporting financial institutions, technology companies, and SMEs with scalable, customizable financial solutions that reduce integration complexity and accelerate time-to-market.

Financial Operations Overview

The following discussion sets forth certain components of our statements of operations as well as factors that impact those items (in thousands, except per share data).

Revenues

Our Revenues. We derive our revenue by providing financial services to businesses.

Set up Fees

The Company provides one-time customer setup services that include gathering and validating required compliance documentation for its banking partners and performing the technical integration necessary to establish an operational merchant profile on the Company’s platform. As part of the setup, customers receive stand-alone value by receiving a named bank account with our banking partner that they can use independent of us. Setup services are satisfied at a point in time when the customer or subaccount is fully configured and enabled to transact on the platform. Revenue is recognized upon completion of setup, which generally coincides with month-end billing.

Monthly Platform and Transaction-Based Fees

Monthly recurring platform access fees and transaction-based fees represent consideration for continuous platform access and payment processing services and are recognized monthly as the services are performed. Transaction-based fees, which represent variable consideration, are recognized in the period in which the underlying transactions occur. Subaccount setup fees are recognized when the subaccount is established and made available for use.

Customers are invoiced in arrears at month-end, and amounts billed but not yet collected are recorded as accounts receivable.

Merchant Processing Services

The Company provides merchant processing solutions for credit card and ACH transactions. We act as an intermediary between merchants, who initiate transactions and banks that process them. We collect either a flat fee, a fee for each transaction, and or a fee calculated as a percentage of its value, from both credit cards and ACHs. Revenue is recognized when transactions are processed by banks or at month-end based on the processing activity. Payments to channel partners are deducted from revenue.

Accrued Residuals

The Company pays commissions to independent agents who refer merchant accounts. The amounts payable to these independent agents is based upon a percentage of the amounts processed by these merchant accounts.

Expenses

Cost of Revenue. Includes costs directly attributable to processing and other services the Company provides. These also include related costs such as residual payments to our business development partners, which are based on a percentage of the net revenue generated from client referrals.

General and administrative. Include salaries, professional services, software costs, regulatory expenses, stock-based compensation, rent and utilities, and other operating costs.

Research and development. Includes the internal and outsourced services costs incurred to maintain and further develop the FinZeo and IP platforms, and the development of additional technology needed to pursue new product offerings.

Other income (expenses). Consists of interest on outstanding indebtedness and the gain/loss on debt extinguishment.

Results of Operations

This section includes a summary of our historical results of operations, followed by detailed comparisons of our results for the years ended December 31, 2025 and 2024, respectively. We have derived this data from our annual consolidated financial statements included elsewhere in this report.

The following table presents our historical results of operations for the periods indicated:

($ in thousands)

Revenue

Revenue was approximately $1,395 thousand for the year ended December 31, 2025, compared to $276 thousand for the year ended December 31, 2024, representing an increase of $1,119 thousand or 405.4%. The increase was principally driven by the launch of our lending revenue vertical and the revenue generated from the IP platform.

Cost of Revenue

Cost of revenue was approximately $624 thousand for the year ended December 31, 2025, compared to $52 thousand for the year ended December 31, 2024, representing an increase of $572 thousand. The increase was principally driven by bank fees charged by our banking partner for our lending revenue vertical and an increase to referral partner payouts related to the IP acquisition.

General and Administrative Expenses

General and administrative expenses decreased 23.0% to approximately $6,003 thousand for the year ended December 31, 2025, from $7,794 thousand in 2024. The reduction was mainly due to lower salaries following the Company’s restructuring plan, lower professional fees, and less stock-based compensation.

Research and Development Expenses

Research and development expenses were approximately $2,347 thousand for the year ended December 31, 2025, compared to $1,977 thousand for the year ended December 31, 2024, representing an increase of 18.7%. The increase was solely driven by the Company’s decision to expand the development team to launch its lending vertical and the additional costs related to managing IP’s platform.

Other Income (Expenses)

Interest Expense

Interest expense was approximately $121 thousand and $67 thousand for the years ended December 31, 2025 and December 31, 2024, respectively, representing an increase of $54 thousand. The increase was due to the interest expense related to the convertible notes and liability assumption from our banking partner.

Gain on debt extinguishment

The gain on debt extinguishment was approximately $13 thousand for the year ended December 31, 2025 compared to $1,245 thousand for the year ended December 31, 2024. The decrease was due to the Company extinguishing less of its past debt.

Loss on change in fair value of contingent consideration

The loss was approximately $174 thousand for the year ended December 31, 2025 compared to $0 for the year ended December 31, 2024. The change was due to the Company adjusting the earnout owed to the Sellers of IP.

Debt discount amortization

The debt discount amortization was approximately $104 thousand for the year ended December 31, 2025, compared to $579 thousand for the year ended December 31, 2024. The change was due to the amount of convertible debt incurred in FY 2025 versus the prior year.

Other income (expenses)

Other expense was approximately $45 thousand for the year ended December 31, 2025, compared to other income of approximately $15 thousand for the year ended December 31, 2024, representing an increase of $30 thousand. The increase was primarily driven by interest income earned on the note receivable related to our banking parter relationship.

Liquidity and Capital Resources

The Company routinely evaluates its immediate working capital needs and liquidity sources. For the years ended December 31, 2025 and 2024, the Company maintained its liquidity sources primarily through cash and cash equivalents, convertible notes, and proceeds received from equity and equity-linked instruments to pay for services and compensation.

Cash and cash equivalents at December 31, 2025 and 2024 were $244 thousand and $868 thousand, respectively.

See Note 9 – Stockholders’ Equity.

Management's Plan to Address Going Concern Considerations

The Company has experienced recurring operating losses, primarily due to limited revenues and net cash used in operations. The Company's current financial conditions and recurring losses raise substantial doubt about its ability to continue as a going concern.

Management is actively pursuing additional funding options and is confident that its revenue streams will begin generating revenue in the following twelve months from the issuance date of these financial statements.

Management intends to maintain adequate working capital and adhere to prudent financial forecasting. In December 2025, Management began implementing comprehensive expense reduction strategies across the Company’s operations to enhance financial stability.

Cash Flows

The following table presents a summary of cash flows from operating, investing and financing activities ($ in thousands):

Cash Flow from Operating Activities

Net cash used in operating activities during the year ended December 31, 2025 was approximately $4,889 thousand, which is comprised of (i) our net loss of $7,920 thousand, adjusted for non-cash expenses totaling $2,716 thousand (which includes adjustments for equity-based compensation, depreciation and amortization), and (ii) is decreased by changes in operating assets and liabilities of approximately $315 thousand.

Net cash used in operating activities during the year ended December 31, 2024 was approximately $7,457 thousand, which is comprised of (i) our net loss of $8,933 thousand, adjusted for non-cash expenses totaling $2,175 thousand (which includes adjustments for equity-based compensation, depreciation and amortization), and (ii) is decreased by changes in operating assets and liabilities of approximately $699 thousand.

Cash Flow from Investing Activities

Net cash used by investing activities during the year ended December 31, 2025 was approximately $1,884 thousand. This expenditure was primarily attributable to the acquisition of IP.

Net cash used by investing activities during the year ended December 31, 2024 was approximately $1,159 thousand. This expenditure was primarily attributable to capitalized software costs.

Cash Flow from Financing Activities

Net cash provided by financing activities during the year ended December 31, 2025 was approximately $6,149 thousand, driven by net proceeds received of $3,550 thousand through the issuance of common shares and warrants, and $2,599 thousand proceeds received from notes payables, net of repayments.

Net cash provided by financing activities during the year ended December 31, 2024 was approximately $8,203 thousand, driven by net proceeds received of $6,288 thousand through the issuance of common shares and warrants in our public offerings, $1,010 thousand proceeds received from exercise of warrants, and $910 thousand net proceeds received from convertible notes payable.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Significant estimates include those related to the valuation of intangible assets acquired as part of the business combination and related contingent consideration. These estimates are based on historical experience and assumptions believed to be reasonable under current conditions. It's important to note that actual results could differ from these estimates.

Critical accounting policies are those that we consider the most critical to understanding our financial condition and results of operations. The accounting policies we believe to be most critical to understanding our financial condition and results of operations are discussed below. As of December 31, 2025, there have been no significant changes to our critical accounting estimates nor to our recently issued accounting pronouncements, except as described in Note 2 to our consolidated financial statements.

Business Combination

Recognition and Measurement: Companies must recognize the assets acquired, liabilities assumed, and any non-controlling interest in the acquiree at their fair value on the acquisition date.

Goodwill: Arises when the consideration transferred in a business combination exceeds the fair value of the net identifiable assets acquired. It represents future economic benefits arising from assets that are not individually identified and separately recognized.

Intangible Assets: Identifiable intangible assets, distinguishable either by separability from the acquired entity or through contractual or other legal rights, are valued and reported independently from goodwill. These assets include, but are not limited to, trademarks, customer relationships, proprietary technology, and patents. The fair value of these intangible assets is determined at the time of acquisition and is subject to subsequent impairment tests.

The fair value of identifiable intangible assets is estimated using income, market, or cost approach methods. The income approach, often applied through the discounted cash flow (DCF) method, involves projecting future cash flows attributable to the asset and discounting them to present value using a discount rate that reflects the risk associated with those cash flows. The estimation of fair value is inherently uncertain due to the assumptions and judgments involved in projecting future cash flows, determining appropriate discount rates, and estimating the useful life of each asset.

Over the reporting period, changes in market conditions, technological advancements, or strategic shifts in the business may necessitate revisions to the assumptions used in the valuation of identifiable intangible assets. Management closely monitors these factors and will adjust the valuation of intangible assets as appropriate, reflecting the impact of any such changes in our financial statements.

Contingent Consideration: Any contingent consideration, such as earn-outs, is measured at fair value at the acquisition date and can be adjusted in subsequent periods if the fair value changes.

Smaller Reporting Company

As a smaller reporting company, as defined in Item(f)(1) of Regulation S-K, we may choose to prepare our disclosures relying on scaled disclosure requirements for smaller reporting companies in Regulation S-K and in Article 8 of Regulation S-X.

The scaled disclosure requirements for smaller reporting companies permit us (i) to include less extensive narrative disclosure than required of other reporting companies, particularly in the description of executive compensation and (ii) to provide audited consolidated financial statements for two fiscal years, in contrast to other reporting companies, which must provide audited consolidated financial statements for three years.

We may lose our status as a smaller reporting company on the last day of the fiscal year in which (i) our public float exceeds $250 million or (ii) if we have more than $100 million in annual revenues and (a) have no public float or (b) have a public float or more than $700 million.

Recent Accounting Pronouncements

As of December 31, 2025, there was no significant changes to our recently issued accounting pronouncements, except as described in Note 2 to our consolidated financial statements.

Off-Balance Sheet Arrangements

We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, that would have been established to facilitate off-balance sheet arrangements (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K) or other contractually narrow or limited purposes. As such, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in those types of relationships. We enter into guarantees in the ordinary course of business related to the guarantee of our own performance.

Equity-based Compensation

The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation – Stock Compensation. FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at the fair market value on the grant date and recognize the expense over the employee’s requisite service period. The Company recognizes in the statement of operations the grant-date fair market value of stock options and other equity-based compensation issued to employees and non-employees.

During the years ended December 31, 2025, and 2024, 10,000 shares and 260,000 shares of common stock were issued to consultants and employees in connection with business development, professional, and employment services with a value of $5 thousand and $267 thousand, respectively.

Related Parties

See Item 13 for a full discussion of related parties.

Because we are allowed to comply with the disclosure obligations applicable to a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act, with respect to this Annual Report on Form 10-K, we are not required to provide the information required by this Item.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and the Chief Financial Officer, we evaluated the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2025 due to the material weaknesses in our internal control over financial reporting as described below.

A material weakness 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 the Company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

Our management is also responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for us. Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated, as of December 31, 2025, the effectiveness of our internal control over financial reporting using the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, our management concluded that our internal control over financial reporting was not effective as of December 31, 2025.

The management has identified a material weakness in our internal control over financial reporting, primarily due to insufficient formal financial reporting policies and procedures resulting in material post-close adjustments.

Policies and procedures should be implemented to ensure that any significant events requiring disclosure are identified, accounted for, disclosed and reviewed by the management.

Changes in Internal Control over Financial Reporting

There have been no material changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the fourth quarter of 2025 that materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Limitations on the Effectiveness of Controls

Due to 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. Because of the inherent limitations in any control system, misstatements due to error or fraud may occur and not be detected.