0001074828-26-000027 | 10-Q | XBRL Viewer

Adjustments to reconcile net loss to net cash used in Operating activities

$ (25,554,769)

$ (3,579,036)

Depreciation and amortization

6,184

7,162

Loss on disposal of fixed assets

^[1]

22,363

Stock based compensation - stock option grants

3,925,225

593,681

Amortization of operating lease right-of-use asset

2,176,824

32,012

27,664

Interest expense for default of convertible notes

748,600

Amortization of debt issuance costs

598,463

Change in fair value of digital assets

20,004,465

Other derivative income, net

(1,556,719)

Deferred income taxes

(6,739,925)

Changes in operating assets and liabilities:

Prepaid expenses

(195,276)

Operating lease right-of-use liability

(19,984)

(40,942)

Derivative liabilities

(485,667)

Digital assets - receivable, net

(2,404,388)

Derivative assets

1,609,902

Accounts payable - trade and accrued expenses

2,122,162

345,287

NET CASH USED IN OPERATING ACTIVITIES

(7,057,591)

(1,299,121)

NET CASH USED IN INVESTING ACTIVITIES:

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from loan payable

5,000,000

Proceeds from debt offering

200,000

Proceeds from issuance of common stock for stock option exercise

330

Proceeds from At The Market common stock offering

510,705

NET CASH PROVIDED BY FINANCING ACTIVITIES

5,000,330

710,705

NET DECREASE IN CASH AND CASH EQUIVALENTS

(2,057,261)

(588,416)

CASH AND CASH EQUIVALENTS, beginning of period

4,092,308

1,032,329

CASH AND CASH EQUIVALENTS, end of period

2,035,047

443,913

Supplemental disclosures of cash flow information:

Interest paid

2,000

Income taxes paid

Supplemental disclosure of non-cash investing and financing activities:

Deemed dividends on Series C, D and H Preferred Stock

23,662

Common stock issued for debt payment

506,001

Premiums received in digital assets from treasury trading strategy

$ 1,124,225

$ 0

[1]	Represents the net book value of fixed assets sold in connection with the March 27, 2026 divestiture transaction. See Note 12.

EQUITY INCENTIVE PLANS - Schedule of Significant Weighted-Average Assumptions (Details)	3 Months Ended
	Mar. 31, 2026 $ / shares
Share-Based Payment Arrangement [Abstract]
Dividend yield	0.00%
Exercise price (in dollars per share)	$ 0.37
Expected term	5 years 6 months
Expected volatility	71.10%
Risk free interest rate	3.90%

LOANS PAYABLE	3 Months Ended
LOANS PAYABLE	Mar. 31, 2026
Debt Disclosure [Abstract]
LOANS PAYABLE	LOANS PAYABLE On March 18, 2026, the Company entered into a Master Loan Agreement (the “MLA”) with Payward Interactive, Inc. (the “Lender”), pursuant to which the Company may, from time to time, borrow fiat currency or digital assets on the terms set forth therein in an aggregate principal amount of up to $25 million for up to a twelve-month term, subject to the execution of one or more individual loan term sheets (the "Facility"). The MLA contains customary conditions, initial collateral requirements, collateral maintenance and liquidation mechanics, and early return and recall rights. Borrowings under the MLA are solely secured by Bitcoin collateral held in and subject to collateral maintenance requirements based on specified margin ratios. The Bitcoin collateralizing the Facility is held for the benefit of the Lender by an affiliate of the Lender, Payward Financial, Inc. (the "Custodian") and subject to an account control agreement by and among the Lender, the Company and the Custodian. On March 20, 2026, the Company entered into a term sheet for a one year fixed-term loan of $5.0 million bearing interest at a rate of 8.5% per annum under the MLA maturing on March 18, 2027. The obligations under the MLA are prepayable at the Company’s option after an initial term of three months. The MLA provides the Company with an additional source of liquidity to support its operations and strategic initiatives, primarily the further development and future launch of the tokenized deposit program offering. Proceeds from the Facility will be used primarily to fund further development costs of the tokenized deposit program offering, including costs paid to our affiliate, Vast Holdings, Inc. (“Vast”). The loan is collateralized by Bitcoin which is pledged to the counterparty in an amount of $10.2 million held within Digital Assets on the Consolidated Balance Sheet as of March 31, 2026 . Under the terms of the agreements, the secured party is permitted to exercise control and liquidate such pledged assets under certain conditions, including default or margin deficiencies. The Company was in compliance with all covenants associated with the MLA as of March 31, 2026. The Company accrued $14,167 in interest expense during the three months ended March 31, 2026 in connection with the MLA as Accrued expenses on the Consolidated Balance Sheet as of March 31, 2026. Under the terms of the MLA, the required initial margin ratio was 150%. If the margin ratio declines to 130% or lower, the lender may issue a margin call requiring the Company to either post additional Bitcoin collateral or partially repay outstanding borrowings within 24 hours in order to restore compliance with the required margin ratio. Under the MLA, if the margin ratio declines to 120% or lower and the Company does not timely cure the deficiency in accordance with the terms of the MLA, the lender may exercise its contractual rights with respect to the collateral, including liquidation rights. In addition, under the MLA, the Company may request the release of excess collateral if the margin ratio exceeds 170% for two consecutive days, subject to the terms and conditions of the MLA. The fair value of pledged Bitcoin collateral is determined based on the applicable Bitcoin market spot rate in accordance with the collateral valuation and maintenance provisions of the MLA. As of March 31, 2026, a decline of approximately 36% in the value of pledged Bitcoin collateral, assuming no repayment or additional collateral posting, would have reduced the collateral coverage ratio to the 130% collateral call margin ratio. No collateral calls, mandatory repayments, or liquidation events had occurred under the MLA as of March 31, 2026.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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Schedule of Stock Option Activity

SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS (Policies)	3 Months Ended
	Mar. 31, 2026
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation – These consolidated financial statements were prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). Effective beginning in fiscal year 2026, the Company changed its fiscal year-end from September 30 to December 31 to better align the Company's financial reporting calendar with its operating cycle, internal budgeting and financial planning process, and to improve comparability with industry peers that report their financial results on a calendar-year basis. The Company filed a Transition Report on Form 10-K that included the financial information for the transition period from October 1, 2025 to December 31, 2025 (the "Transition Period"). The Company did not recast the consolidated financial statements for the period from January 1, 2025 to December 31, 2025.
Use of Estimates	Use of Estimates – Management makes estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements including, but not limited to, those estimates related to digital assets, digital assets receivable, derivatives, leases, debt stock-based compensation, and income taxes. Management believes that estimates utilized in preparing the financial statements are reasonable. Estimates, by their nature, are based on judgment and available information. As such, actual results could differ materially from these estimates included in these financial statements.
Cash and Cash Equivalents	Cash and Cash Equivalents – The Company classifies highly liquid temporary investments with an original maturity of three months or less when purchased as cash equivalents.
Digital Assets	Digital Assets – The Company began holding digital assets in the ordinary course of business as a treasury reserve asset upon receiving 1,000 Bitcoin as part of the closing of the Goldeneye capital investment on August 6, 2025. The Company holds Bitcoin principally as a long-term strategic treasury reserve and as a potential source of balance sheet flexibility and liquidity. From time to time, the Company may monetize a portion of its Bitcoin holdings, including through sales or collateralized financing arrangements, to fund operations, working capital needs, strategic initiatives or other corporate purposes. As of March 31, 2026, the Company primarily held Bitcoin in its corporate treasury, with lesser amounts of USD Coin ("USDC"), a cryptocurrency backed by US dollars and equivalent assets. The Company views its Bitcoin as a productive asset, a source of liquidity, yield, and long-term capital appreciation. By activating substantially all of its Bitcoin holdings through structured trading arrangements, the Company seeks to generate incremental income that helps fund operations, expand infrastructure, and reduce the Company’s cost of capital. See description of the Company’s accounting policy for its digital asset derivatives below. The Company generates yield through its derivative activities on its Bitcoin holdings and actively pursues risk-adjusted return opportunities that support its operating expenses. The Company reports its Bitcoin digital assets as part of the line item, non-current assets on the Consolidated Balance Sheets due to the Company’s intent to retain and hold Bitcoin under its Bitcoin investment approach. The Company engages in trading these assets via Bitcoin derivatives. Trades are executed over the counter via third party trading platforms. The 1,000 Bitcoin received on August 6, 2025 as part of the Goldeneye capital investment was recorded at an average price of $115,567 per Bitcoin. During the three months ended March 31, 2026, the Company obtained 10.441 Bitcoin, through its trading strategy, which has been recognized as other derivative income, net, in the Consolidated Statements of Operations. The Company commenced buying and selling call options on its Bitcoin holdings in the fourth fiscal quarter of 2025 and as such, it did not obtain any Bitcoin from its trading strategy during the three months ended March 31, 2025. While the Company may periodically make open market purchases of Bitcoin or opt to sell a portion of the Bitcoin it obtains through its treasury trading strategy from time to time, the Company did not purchase or sell any Bitcoin during the three months ended March 31, 2026. The Company stores its digital assets with third-party qualified custodians that employ multi-signature, cold-storage and other industry standard security controls. Access to wallets and private keys is restricted to authorized personnel. The Company evaluates its custodial arrangements periodically and monitors counterparty, operational and cybersecurity risks associated with digital asset custody. From time to time, blockchain protocols may initiate hard forks or third parties may distribute airdrops that result in the creation or receipt of new digital assets. The Company recognizes such assets only when it obtains control which generally occurs when (i) the asset is accessible within the Company’s custodial wallet environment, (ii) the Company can transfer, sell, or exchange the asset, and (iii) no legal or operational restrictions prevent disposition. When control is obtained, the new asset is recorded at its fair value on the date of recognition in accordance with ASC 820. The corresponding gain is recognized in other income (expense), net, in the Consolidated Statements of Operations. If the Company is unable to access or control the new asset (e.g., due to custodian limitations or unsupported network upgrades), no asset is recognized until such time as control is achieved. The Company does not actively pursue, solicit, or take technical actions to claim hard forks or airdrops and it does not engage in strategies designed to influence protocol events. The Company accounts for its digital assets, which are comprised primarily of Bitcoin, at fair value as of the end of each reporting period. The fair value for its Bitcoin holdings is determined by which eligible market is the Company’s principal market under ASC 820, Fair Value Measurement. The Company determines its principal market annually to determine if (i) there have been recent changes to each market volume and level of activity in the trailing twelve months, (ii) if any markets have developed that the Company has access to, or (iii) if recent changes to each market’s price stability have occurred that would materially impact the selection of the principal market and necessitate a change in the Company’s determination of its principal market. Bitcoin is considered a level 1 instrument. The Company does not use derivatives, futures, options, or other hedging instruments to mitigate its exposure to Bitcoin price volatility. Accordingly, the carrying value of Bitcoin may experience significant fluctuations. Changes in the fair value of digital assets from period to period are recognized within change in the fair value of digital assets in the Consolidated Statements of Operations. The Company uses the specific identification method for its digital asset portfolio.
Digital Assets - Receivable, net	Digital Assets - Receivable, net – The Company pledges Bitcoin as collateral for its derivative trading activities. The digital assets receivables are initially measured upon transfer at fair value and subsequently remeasured at fair value each reporting period. The changes in fair value are recognized on the Consolidated Statements of Operations, in accordance with ASC 2023-08. The Company is exposed to counterparty credit risk arising from its digital assets receivable balance. Counterparty credit exposure represents the risk that a counterparty may fail to fulfill its contractual obligations. The Company evaluates the digital assets receivable balance for expected credit losses, in accordance with ASC 326 - Financial Instruments - Credit Losses (“ASC 326”). The Company estimates the allowance for credit losses on digital assets receivables under the current expected credit loss (“CECL”) model using a probability of default (“PD”) and loss given default (“LGD”) methodology. In order to apply the PD LGD approach, management considers the remaining expected time horizon of the receivables and reasonable and supportable forecasts of future conditions. If deemed material, an allowance for credit losses is recorded as a valuation account, directly offsetting the digital assets receivables on the Consolidated Balance Sheets. The Company had digital asset receivables of $2.7 million, and $2.3 million as of March 31, 2026, and December 31, 2025, respectively. As of March 31, 2026, the Company recorded an allowance for credit losses of $1.8 million, based on management’s estimate of expected credit losses for its derivative counterparty credit risk exposure, in Provision for credit losses on the Consolidated Statements of Operations. The Company actively monitors counterparty credit quality and adjusts the allowance for credit losses as necessary. Balances are written off when management determines that collection is no longer probable. Subsequent recoveries are charged to the allowance.
Property and Equipment	Property and Equipment – Equipment consists of machinery, and furniture and fixtures, which are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives or lease period of the relevant asset, generally three years. The Company reviews its long-lived assets for impairment annually or when changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets under certain circumstances are reported at the lower of carrying amount or fair value. Assets to be disposed of and assets not expected to provide any future service potential to the Company are recorded at the lower of carrying amount or fair value (less the projected cost associated with selling the asset). During the three months ended March 31, 2026, the Company sold all of its property and equipment and recorded a loss on disposal of fixed assets in the Statement of Operations as part of selling, general and administrative expenses. Accordingly, there were no remaining property and equipment balances reported on the Balance Sheet as of March 31, 2026.
Revenue Recognition	Revenue Recognition– The Company determines revenue recognition from contracts with customers through the following steps: •identification of the contract, or contracts, with the customer; •identification of the performance obligations in the contract; •determination of the transaction price; •allocation of the transaction price to the performance obligations in the contract; and •recognition of the revenue when, or as, the Company satisfies a performance obligation. Revenue is recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Revenue generated from financial instruments such as derivatives and investments are not subject to Financial Accounting Standards Board (“FASB”) ASC 606 - Revenue from Contracts with Customers (“ASC 606”), including revenue generated from financial instruments, such as derivatives and digital assets. The Company recognizes realized gains and losses, net from the trading of derivative contracts which are reported in other derivative income, net, in the Consolidated Statements of Operations. The Company carries certain assets and liabilities at fair value with changes in fair value reported in Change in fair value of digital assets and other derivative income, net, in the Consolidated Statements of Operations. Refer to Notes 4 and 5 of these financial statements for more information regarding fair value measurement.
Research and Development Expenses	Research and Development Expenses – Research and development expenses consist of the cost of officers, employees, consultants and contractors who design, engineer and develop new products and processes as well as materials, supplies and facilities used in producing prototypes. The Company’s current research and development efforts are primarily focused on the development of its tokenized deposit platform and related financial technology infrastructure. Legacy radio frequency spectroscopy research activities have been discontinued with the divestiture of the legacy non-invasive sensor technology business which was completed on March 27, 2026.
Advertising	Advertising – Advertising costs are charged to selling, general and administrative expenses as incurred.
Fair Value Measurements and Financial Instruments	Fair Value Measurements and Financial Instruments – Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy, which requires classification based on observable and unobservable inputs when measuring fair value. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels: Level 1 – Quoted prices in active markets for identical assets and liabilities; Level 2 – Inputs other than level one inputs that are either directly or indirectly observable; and Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The recorded value of other financial assets and liabilities, which consist primarily of cash and cash equivalents, accounts payable, accrued expenses and accrued expenses - related parties approximate the fair value of the respective assets and liabilities as of March 31, 2026 and December 31, 2025 are based upon the short-term nature of the assets and liabilities. Digital assets and derivatives assets and liabilities are held at fair value in the Consolidated Balance Sheets and measured on a recurring basis.
Derivative Financial Instruments and Digital Asset Derivatives	Derivative Financial Instruments – Pursuant to ASC 815, Derivatives and Hedging, the Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company then determines if an embedded derivative must be bifurcated and separately accounted for. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the Consolidated Statements of Operations. For stock-based derivative financial instruments, the Company uses a Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the Consolidated Balance Sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. Digital Asset Derivatives – As part of its Bitcoin yield generation strategy trading activities, the Company has entered into option derivative contracts on its Bitcoin holdings that resulted in obtaining the right to receive or obligation to deliver a fixed amount of Bitcoin crypto assets in the future. Derivatives are instruments that derive their value from changes in an underlying reference outside the control of the Company. Derivatives may be traded on an exchange (exchange-traded) or they may be privately negotiated contracts, which are usually referred to as over the counter (“OTC”) derivatives. The Company has appointed Hyrcanian Asset Management, LLC (the “Manager”) to perform certain treasury management services, including execution and settlement of the options in physical delivery. The Company accounted for these derivatives in accordance with ASC 815, Derivatives and Hedging. These derivative contracts derive their value from underlying asset prices, other inputs, or a combination of these factors. Derivative contracts are recognized as either assets or liabilities in the Consolidated Balance Sheets at fair value, with changes in fair value recognized in other operating expense, net, or other (income) expense, net in the Consolidated Statements of Operations, depending on the nature of the derivative. Premiums collected in bitcoin from derivative contracts have been disclosed in the statement of cash flows as part of non-cash operating activities with valuation adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities in the Consolidated Statements of Cash Flows, depending on the nature of the derivative.
Stock Based Compensation	Stock Based Compensation – The Company maintains a share-based compensation plan under which employees, consultants, suppliers and directors may be granted restricted stock, as well as options and warrants to purchase shares of Company common stock at the fair market value per share at the time of grant. Stock-based compensation is measured by the Company at the grant date, based on the fair value of the award, over the requisite service period under ASC 718. The Company recognizes stock compensation costs utilizing the fair value methodology over the related period of benefit. For an award that has a graded vesting schedule, compensation expense is recognized on a straight-line basis of the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards. The amount of compensation cost recognized at any date must at least equal the portion of the grant-date value of the award that is vested at that date.
Convertible Securities	Convertible Securities – Based upon ASC 815-15, the Company has adopted a sequencing approach regarding the application of ASC 815-40 to convertible securities. The Company will evaluate its contracts based upon the earliest issuance date. In the event partial reclassification of contracts subject to ASC 815-40-25 is necessary, due to the Company’s inability to demonstrate it has sufficient shares authorized and unissued, shares will be allocated on the basis of issuance date, with the earliest issuance date receiving first allocation of shares. If a reclassification of an instrument were required, it would result in the instrument issued latest being reclassified first.
Net Loss per Share	Net Loss per Share – Under the provisions of ASC 260, Earnings Per Share, basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Deemed dividends to preferred stockholders increase the net loss available to common stockholders and impact the net loss per share calculation.
Comprehensive Loss	Comprehensive loss – Comprehensive loss is defined as the change in equity of a business during a period from non-owner sources. The Consolidated Statements of Comprehensive Loss have been omitted, as net loss equals comprehensive income.
Dividend Policy	Dividend Policy – The Company has never paid any cash dividends and intends, for the foreseeable future, to retain any future earnings for the development of its business. The Company’s future dividend policy will be determined by the board of directors on the basis of various factors, including results of operations, financial condition, capital requirements and investment opportunities.
Income Taxes	Income Taxes – The Company uses an asset and liability approach for accounting for deferred income taxes, which requires recognition of deferred income tax assets and liabilities for the expected future tax consequences of events that have been recognized in its financial statements but have not been reflected in its taxable income. Estimates and judgments are required in the calculation of certain tax liabilities and in the determination of the recoverability of certain deferred income tax assets, which arise from temporary differences and carryforwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets and liabilities are expected to be realized or settled. The Company regularly assesses the likelihood that its deferred income tax assets will be realized from recoverable income taxes or recovered from future taxable income. To the extent that the Company believes any amounts are not “more likely than not” to be realized, the Company records a valuation allowance to reduce the deferred income tax assets. In the event the Company determines that all or part of the net deferred tax assets are not realizable in the future, an adjustment to the valuation allowance would be charged to earnings in the period such determination is made. Similarly, if the Company subsequently determines that deferred income tax assets, previously determined to be unrealizable, are now realizable, the respective valuation allowance would be reversed, resulting in an adjustment to earnings in the period such determination is made. ASC 740, Income Taxes, requires that the tax benefit of NOLs, temporary differences, and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Because the Company had previously concluded, based on all available evidence, it was not “more-likely-than-not” that sufficient tax earnings will be generated to utilize the NOL carryforwards, a corresponding valuation allowance equal to 100% of the Company’s total federal and state deferred tax assets was established as of September 30, 2025. Subsequent to September 30, 2025, the Company believes that the unrealized gain on its digital asset holdings may present future taxable income, and has reversed the approximately $5.7 million valuation allowance as of December 31, 2025. The Company regularly reviews its tax positions. For a tax benefit to be recognized, the related tax position must be “more likely than not” to be sustained upon examination. Any amount recognized is generally the largest benefit that is “more likely than not” to be realized upon settlement. The Company’s policy is to recognize interest and penalties related to income tax matters as an income tax expense. The Company did not have any interest or penalties associated with unrecognized tax benefits for any periods presented in the accompanying financial statements. On July 4, 2025, new U.S. tax legislation was signed into law (known as the “One Big Beautiful Bill Act” or “OBBBA”), which made permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. In addition, the OBBBA made changes to certain U.S. corporate tax provisions, with certain provisions effective in 2025 and others to be implemented in 2026 and subsequent years. The Company is currently assessing the potential implications of the legislation on its operations and on the Company's consolidated financial statements and will continue to monitor future administrative guidance and regulations that clarify the legislative text of the OBBBA and the bill’s potential effect on the Company’s income taxes.
Recent Accounting Pronouncements	Recent Accounting Pronouncements None of the recent accounting pronouncements are expected to have an impact on the consolidated financial statements.

EQUITY INCENTIVE PLANS (Tables)

3 Months Ended

Mar. 31, 2026

STOCK INCENTIVE PLANS [Abstract]

Stock option activity for the three months ended March 31, 2026 was as follows:


	Number of	Weighted Average
	Shares	Exercise Price
Outstanding as of December 31, 2025	96,150,750	$	1.08
Exercised	(750)	(0.44)
Granted	10,470,000	0.37
Forfeitures	(14,137,500)	(1.05)
Expired	(12,500)	(1.10)
Outstanding as of March 31, 2026	92,470,000	$	0.37

Schedule of Stock Options Outstanding and Exercisable

The following table summarizes information about stock options outstanding and exercisable as of March 31, 2026:


Range of Exercise Prices	Number Outstanding	Weighted Average Remaining Life In Years	Weighted Average Exercise Price Outstanding		Number Exercisable	Weighted Average Exercise Price Exercisable
$0.37	92,470,000	9.96	$	0.37	9,175,000	$	0.37
	92,470,000	9.96	$	0.37	9,175,000	$	0.37

Schedule of Significant Weighted-Average Assumptions

The significant weighted average assumptions relating to the valuation of the Company’s stock option grants issued and repriced during the three months ended March 31, 2026 were as follows:


Assumptions
Dividend yield	—	%
Exercise price	$0.37
Expected term	5.5 years
Expected volatility	71.1	%
Risk free interest rate	3.9	%

EQUITY - Narrative (Details)

3 Months Ended

Mar. 31, 2026

USD ($)

stockholder

owner

vote

$ / shares

Mar. 31, 2025

USD ($)

Dec. 31, 2025

$ / shares

Dec. 31, 2024

USD ($)

Common stock, shares authorized (in shares)

^[1]

750,000,000

Common stock par value (in dollars per share) | $ / shares

$ 0.001

Preferred stock shares authorized (in shares)

5,000,000

Preferred stock par value (in dollars per share) | $ / shares

$ 0.001

Common stock, issued (in shares)

^[1]

388,144,429

388,143,679

Common stock, outstanding (in shares)

^[1]

388,144,429

388,143,679

Number of stockholders | stockholder

174

Number of beneficial owners | owner

7,300

Number of votes per common stock | vote

Issuance of common stock for stock option exercises (in shares)

750

Issuance of common stock | $

$ 510,705

Issuance of common stock per share for debt payment (in dollars per share) | $ / shares

$ 1.32

Issuance of common stock for debt payment | $

$ 506,001

Warrant

Vested warrants (in shares)

972,530

Aggregate intrinsic value, vested | $

$ 16,321

Common Stock

Common stock, outstanding (in shares)

^[2]

388,144,429

3,541,707

388,143,679

2,779,149

Issuance of common stock for stock option exercises (in shares)

^[2]

750

Issuance of common stock (in shares)

^[2]

379,451

Issuance of common stock | $

$ 1,628

Issuance of common stock for debt payment (in shares)

^[2]

383,118

Issuance of common stock for debt payment | $

$ 384

Sales Agreement

Available for future issuance (in shares) | $

$ 5,000,000

Aggregate offering price | $

$ 14,500,000

Employee Stock

Issuance of common stock for stock option exercises (in shares)

750

[1]	Information pertaining to the number of shares outstanding gives retroactive effect to a 1 for 40 reverse stock split that became effective on February 19, 2025.
[2]	Information pertaining to the number of shares outstanding and per share data gives retroactive effect to a 1 for 40 reverse stock split that became effective on February 19, 2025.

SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS - Schedule of Digital Assets Receivable Allowance for Credit Losses (Details)	3 Months Ended
	Mar. 31, 2026 USD ($)
Digital Assets, Allowance For Credit Loss [Roll Forward]
Beginning balance	$ 0
Provision for credit losses	(1,816,824)
Net charge-offs/(recoveries)	0
Ending balance	$ (1,816,824)

PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($)

3 Months Ended

Mar. 31, 2026

Mar. 31, 2025

Property, Plant and Equipment [Abstract]

Depreciation expense

$ 6,184

$ 7,162

Loss on disposal of fixed assets

^[1]

$ 22,363

$ 0

[1]	Represents the net book value of fixed assets sold in connection with the March 27, 2026 divestiture transaction. See Note 12.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details) - USD ($)

3 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Mar. 31, 2025

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative, notional amount

$ 71,900,000

$ 114,800,000

Derivative, remaining maturity

3 months

Derivative assets, fair value

$ 8,165

$ 61,348

Derivative liabilities

23,355

$ 509,022

^[1]

Unrealized gain (loss), net related to outstanding option contracts

252,820

$ 0

Realized gain/(loss), net

$ 1,303,899

[1]	Derived from the audited consolidated balance sheet.

Cash and cash equivalents

Fair value, before effects of master netting arrangements, of a financial asset or other contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes assets elected not to be offset. Excludes assets not subject to a master netting arrangement.

+ References + Details

FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025
Fair Value Disclosures [Abstract]
Money market accounts	$ 249	$ 3,337

LIQUIDITY AND GOING CONCERN	3 Months Ended
LIQUIDITY AND GOING CONCERN	Mar. 31, 2026
Risks and Uncertainties [Abstract]
LIQUIDITY AND GOING CONCERN	LIQUIDITY AND GOING CONCERN As of March 31, 2026, the Company had cash and cash equivalents of $2.0 million and an accumulated deficit of approximately $216.1 million. The Company has historically incurred recurring operating losses and negative operating cash flows and expects to continue to incur operating losses for the foreseeable future as it continues to invest in the development and scaling of its financial-technology platform and digital-asset initiatives. The Company incurred a net loss of approximately $25.6 million, and $3.6 million, for the three months ended March 31, 2026, and 2025, respectively. The $25.6 million net loss for the three months ended March 31, 2026, was comprised of several core non-cash items including a $20.0 million non-cash unrealized loss on the change in fair value of digital assets, $3.9 million of non-cash stock-based compensation expense, and a $2.2 million non-cash provision for credit losses, partially offset by a $6.7 million non-cash deferred income tax benefit. In accordance with Accounting Standards Codification (“ASC”) 205-40, management evaluated the Company’s ability to continue as a going concern for a period of one year from the date the financial statements are issued. This assessment considered the Company’s cash on hand, the Company’s unencumbered digital asset treasury holdings, which are available to be monetized or pledged as collateral to generate liquidity, and access to external financing arrangements, including a Bitcoin-collateralized credit facility. Based on this evaluation, management concluded that there is no substantial doubt about the Company’s ability to continue as a going concern for the twelve months following the issuance of these consolidated financial statements. The Company continues to evaluate financing opportunities to support its operating plan and long-term growth objectives.

LIQUIDITY AND GOING CONCERN (Details) - USD ($)

3 Months Ended

Mar. 31, 2026

Mar. 31, 2025

Dec. 31, 2025

^[1]

Risks and Uncertainties [Abstract]

$ 2,035,047

$ 4,092,308

Accumulated deficit

216,100,430

$ 190,545,661

Unrealized loss on change in fair value of digital assets

25,554,769

$ 3,579,036

20,004,465

Non-cash stock-based compensation expense

3,925,225

593,681

Deferred income tax benefit

2,176,824

$ 6,739,925

$ 0

[1]	Derived from the audited consolidated balance sheet.

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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-URI https://asc.fasb.org/1943274/2147481538/470-20-65-4

Reference 49: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

Operating Leased Assets [Line Items]

Amount of accumulated undistributed earnings (deficit).

+ References + Details

LEASES - Narrative (Details) - USD ($)

3 Months Ended

Mar. 31, 2026

Mar. 31, 2025

Dec. 31, 2025

Operating lease right-of-use asset

$ 154,888

$ 186,900

^[1]

Total operating lease liabilities

214,834

$ 234,818

Lease cost

36,882

$ 33,037

Operating lease, cost

$ 24,853

$ 34,477

Operating lease, weighted average remaining lease term

16 months

19 months

Operating lease, weighted average discount rate percent

8.86%

Minimum

Operating Leased Assets [Line Items]

Operating lease, term of contract

2 years

Maximum

Operating Leased Assets [Line Items]

Operating lease, term of contract

3 years

[1]	Derived from the audited consolidated balance sheet.

EQUITY INCENTIVE PLANS - Schedule of Stock Options Outstanding and Exercisable (Details)	3 Months Ended
	Mar. 31, 2026 $ / shares shares
STOCK INCENTIVE PLANS [Abstract]
Range of Exercise Prices , lower range limit (in dollars per share)	$ 0.37
Number Outstanding (in shares) \| shares	92,470,000
Weighted Average Remaining Life (In Years)	9 years 11 months 15 days
Weighted Average Exercise Price Outstanding (in dollars per share)	$ 0.37
Number Exercisable (in shares) \| shares	9,175,000
Weighted Average Exercise Price Exercisable (in dollars per share)	$ 0.37

EQUITY (Tables)

3 Months Ended

Mar. 31, 2026

Equity [Abstract]

Schedule of Warrants Outstanding

A summary of the warrants outstanding as of March 31, 2026 were as follows:


	Shares	Weighted Average Exercise Price
Outstanding as of December 31, 2025	1,154,106	$	17.55
Issued	-	-
Exercised	-	-
Forfeited	-	-
Expired	(181,576)	(61.4)
Outstanding as of March 31, 2026	972,530	$	9.37

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2026
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) - USD ($)	Mar. 31, 2026	Dec. 31, 2025
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	3 years
Less: accumulated depreciation	$ (278,687)	$ (272,503)
Less: asset disposal	(22,363)	0
Property and equipment, net	$ 0	28,547
Machinery and equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	3 years
Property and equipment, gross	$ 279,683	279,683
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	3 years
Property and equipment, gross	$ 21,367	$ 21,367

COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS (Details)	Mar. 31, 2026 USD ($)	Jul. 09, 2025 USD ($)	Mar. 02, 2024 USD ($) ft²	Mar. 27, 2026 USD ($)
Other Commitments [Line Items]
Number of square foot leased \| ft²			5,996
Lessee, operating lease, net monthly lease payment			$ 11,492
Lessee, operating lease, annual lease payment increase percentage			3.00%
Lease payments		$ 31,732
Deferred rent liability on lease		91,094
Lessee, operating lease, monthly base lease payment		$ 8,000
Commitment to lend \| Particle \| Management
Other Commitments [Line Items]
Off-balance sheet commitment	$ 450,000			$ 450,000
Off-balance sheet commitment, option to extend maturity date	180 days
Liability for expected credit loss	$ 360,000

EQUITY

3 Months Ended

Mar. 31, 2026

Equity [Abstract]

EQUITY

Authorized Capital Stock

The following description summarizes important terms of the classes of the Company's authorized capital stock as of March 31, 2026. This summary does not purport to be complete and is qualified in its entirety by the provisions of the Company's articles of incorporation, as amended, and second amended and restated bylaws, as amended.

The Company’s authorized capital stock consists of 750,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of blank check preferred stock, par value $0.001 per share.

Outstanding Shares of Capital Stock. The Company’s common stock is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. All outstanding shares of the Company’s capital stock are fully paid and nonassessable. As of March 31, 2026, there were 388,144,429 shares of common stock issued and outstanding, held by 174 stockholders of record. This number does not include approximately 7,300 beneficial owners whose shares are held in the names of various security brokers, dealers and registered clearing agencies.

Common Stock Activity

Each share of common stock entitles its holder to one vote on each matter submitted to the stockholders for a vote, and no cumulative voting for directors is permitted. Stockholders do not have any preemptive rights to acquire additional securities issued by the Company.

Three months ended March 31, 2026

During the three months ended March 31, 2026, the Company issued 750 shares of common stock as a result of stock option exercises.

Three months ended March 31, 2025

On December 31, 2024, the Company entered into a Capital on Demand Sales Agreement (the “Sales Agreement”) with JonesTrading Institutional Services LLC, as sales agent, pursuant to which the Company may, from time to time, offer and sell shares of its common stock, through or to JonesTrading as its sales agent or manager.

The offer and sale of the Shares will be made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-276246) filed with the SEC on December 22, 2023 and declared effective by the SEC on January 11, 2024, as supplemented to date (the "Shelf Registration Statement"). Pursuant to the Shelf Registration Statement, the Company may offer and sell up to a maximum of $5,000,000 of Shares under the Sales Agreement. On September 4, 2025, the Company determined to increase the amount available for sale under the Sales Agreement, up to an aggregate offering price of $14,500,000. The Company issued 379,451 shares under the Sales Agreement and received gross proceeds of $510,705 during the three months ended March 31, 2025.

During the three months ended March 31, 2025, the Company issued 383,118 shares of its common stock at $1.32 per share related to a principal payment of senior convertible debt with Lind Global Fund II, LP for a total value of $506,001.

Warrants to Purchase Common Stock

A summary of the warrants outstanding as of March 31, 2026 were as follows:


	Shares	Weighted Average Exercise Price
Outstanding as of December 31, 2025	1,154,106	$	17.55
Issued	-	-
Exercised	-	-
Forfeited	-	-
Expired	(181,576)	(61.4)
Outstanding as of March 31, 2026	972,530	$	9.37

The vested warrants of 972,530 had an aggregate intrinsic value $16,321 as of March 31, 2026.

The entire disclosure for equity.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-Paragraph 13
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

EQUITY - Schedule of Warrants Outstanding (Details)	3 Months Ended
EQUITY - Schedule of Warrants Outstanding (Details)	Mar. 31, 2026 $ / shares shares
Shares
Warrants outstanding, beginning balance (in shares) \| shares	1,154,106
Issued (in shares) \| shares	0
Exercised (in shares) \| shares	0
Forfeited (in shares) \| shares	0
Expired (in shares) \| shares	(181,576)
Warrants outstanding, ending balance (in shares) \| shares	972,530
Weighted Average Exercise Price
Warrants outstanding, beginning balance (in dollars per share) \| $ / shares	$ 17.55
Issued (in dollars per share) \| $ / shares	0
Exercised (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	0
Expired (in dollars per share) \| $ / shares	(61.4)
Warrants outstanding, ending balance (in dollars per share) \| $ / shares	$ 9.37

SUBSEQUENT EVENTS (Details)

3 Months Ended

Apr. 27, 2026

USD ($)

bitcoin

Mar. 31, 2026

USD ($)

Mar. 31, 2025

USD ($)

May 10, 2026

Mar. 20, 2026

Dec. 31, 2025

USD ($)

Proceeds from loan payable

$ 5,000,000

$ 0

Loan payable

5,000,000

$ 0

^[1]

Subsequent Event | Asset Pledged as Collateral

67,169,727

$ 86,637,784

Kraken Master Loan Agreement

$ 16,600,000

Kraken Master Loan Agreement | Asset Pledged as Collateral

Interest rate

8.50%

Kraken Master Loan Agreement | Subsequent Event

$ 10,200,000

Proceeds from loan payable

5,000,000.0

Loan payable

$ 10,000,000.0

Interest rate

8.50%

Loan to value ratio

60.00%

57.00%

Kraken Master Loan Agreement | Subsequent Event | Asset Pledged as Collateral

Additional number of bitcoin pledged as collateral | bitcoin

Number of bitcoin pledged as collateral | bitcoin

216

[1]	Derived from the audited consolidated balance sheet.

LEASES

3 Months Ended

Mar. 31, 2026

Leases [Abstract]

LEASES

The Company evaluates lease agreements to determine whether an arrangement is or contains a lease in accordance with ASC 842, Leases. Right-of-use (“ROU”) assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The incremental borrowing taking into consideration the Company’s credit quality and borrowing rate for similar assets is used in determining the present value of future payments. Because the rate implicit in each lease is not readily determinable, the Company uses its estimated incremental borrowing rate to determine the present value of the lease payments.

Lease expense is recorded within general and administrative expenses on the Company’s Consolidated Statements of Operations. The Company elected the package of transitional practical expedients, under which the Company (i) did not reassess whether any expired or existing contracts are or contain leases, (ii) the Company did not reassess the lease classification for any expired or existing leases and (iii) the Company did not reassess initial direct costs for any existing leases. Additionally, the Company elected the short-term lease recognition exemption, and does not recognize right-of-use assets or lease liabilities for leases with an initial term of twelve months or less. The Company also elected the practical expedient to not separate lease and non-lease components for all asset classes. In the event the Company is reasonably certain to exercise the option to extend a lease, the Company will include the extended terms.

The Company’s operating leases primarily relate to office and development facilities and generally have initial terms ranging from two to three years, with renewal options. ROU assets and Operating lease liabilities are recognized based on the present value of lease payments over the expected lease term. As of March 31, 2026 and December 31, 2025, ROU assets were $154,888 and $186,900, respectively, and operating lease liabilities were $214,834 and $234,818, respectively. During the three months ended March 31, 2026 and 2025, the Company recognized total lease expense of $36,882 and $33,037, respectively. During the three months ended March 31, 2026 and 2025, cash paid for amounts included in the measurement of lease liabilities was $24,853 and $34,477, respectively.

The weighted average remaining lease term for the operating leases was 16 months, and 19 months at March 31, 2026 and December 31, 2025, respectively. The weighted average discount rate for the Company's operating lease was 8.86% as of March 31, 2026, and December 31, 2025.

The minimum future lease payments as of March 31, 2026 are as follows:


	Operating leases
2026 (excluding the three months ended March 31, 2026)	$	76,559
2027	156,235
Total remaining payments	232,794
Less imputed interest	(17,960)
Total lease liability	$	214,834

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2026	May 12, 2026
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2026
Document Transition Report	false
Entity File Number	000-30262
Entity Registrant Name	USBC, INC.
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	90-0273142
Entity Address, Address Line One	300 E 2nd Street
Entity Address, Address Line Two	15th Floor
Entity Address, City or Town	Reno
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89501
City Area Code	775
Local Phone Number	239-7673
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	USBC
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		388,144,429
Entity Central Index Key	0001074828
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2026
Document Fiscal Period Focus	Q1
Amendment Flag	false

TRANSACTIONS WITH RELATED PARTIES (Details)

3 Months Ended

12 Months Ended

Mar. 27, 2026

USD ($)

Mar. 18, 2026

USD ($)

$ / shares

Mar. 17, 2026

$ / shares

Oct. 07, 2025

$ / shares

Oct. 06, 2025

$ / shares

Aug. 06, 2025

USD ($)

installment

$ / shares

Jun. 02, 2025

USD ($)

debt_instrument

$ / shares

May 05, 2025

$ / shares

Oct. 22, 2024

debt_instrument

Oct. 21, 2024

Mar. 31, 2026

USD ($)

$ / shares

Mar. 31, 2025

USD ($)

Dec. 31, 2024

USD ($)

Dec. 31, 2025

USD ($)

^[3]

Jan. 30, 2024

Incremental stock-based compensation expense | $

$ 56,619

Exercised (in dollars per share) | $ / shares

10,470,000

Contractual term

10 years

$ 0.44

Vesting period

3 years

Selling, general and administrative expense | $

^[1]

$ 11,449,064

$ 1,789,315

Accounts payable - trade | $

^[2]

2,913,837

$ 1,988,049

Management

Stock options repriced (in shares)

82,000,000

Original exercise price (in dollars per share) | $ / shares

$ 0.37

$ 1.10

Management | ipCapital Group, Inc.

Professional fees | $

$ 50,000

Management | Amended and Restated 2021 Equity Incentive Plan | Stock Option

Stock options repriced (in shares)

48,600,000

Original exercise price (in dollars per share) | $ / shares

$ 1.10

$ 2.45

Mr. Erickson | Management

Issuance of common stock for stock option exercises (in shares)

335,000

100,000

Grant date fair value ( in dollars per share) | $ / shares

$ 0.50

$ 0.44

Vesting rights percentage

50.00%

Number of quarterly vesting installments | installment

Number of quarterly vesting installments following six-month cliff | installment

Incremental stock-based compensation expense | $

275,000

Mr. Erickson | Management | Warrant Extension Agreement

Number of warrants converted (in shares)

47,367

J3E2A2Z LP | Management | Series H Convertible Preferred Stock

Number of shares issued upon conversion of debt (in shares)

16,916

Dividend rate

8.00%

Dividends payable | $

$ 140,210

$ 700,000

Number of shares redeemed (in shares)

16,916

Payments for redemption of preferred stock | $

$ 654,276

Preferred stock, conversion price (in dollars per share) | $ / shares

$ 0.335

Accrued and unpaid dividends amount | $

$ 70

J3E2A2Z LP | Management | Common Stock

Shares issued upon conversion of preferred stock (in shares)

2,000,000.0

J3E2A2Z LP | Management | Convertible Promissory Notes

Number of notes maturity date extended | debt_instrument

Interest rate

8.00%

6.00%

J3E2A2Z LP | Management | Convertible Promissory Notes | Series H Convertible Preferred Stock

Debt conversion, amount | $

$ 1,184,066

Number of notes exchanged for stock | debt_instrument

Conversion price (in dollars per share) | $ / shares

$ 0.335

J3E2A2Z LP | Management | Warrant Extension Agreement

Number of warrants converted (in shares)

47,367

Particle | Management | Legacy Non-Invasive Sensor Technology Business

Disposal group, consideration | $

$ 1.00

Disposal group, revenue share percentage for five years from disposal

10.00%

Particle | Management | Legacy Non-Invasive Sensor Technology Business | Minimum

Disposal group, percentage of acquisition proceeds within five years of disposal

5.00%

Particle | Management | Legacy Non-Invasive Sensor Technology Business | Maximum

Disposal group, percentage of acquisition proceeds within five years of disposal

35.00%

Linda Jenkinson | Management

Linda Jenkinson | Management | Amended and Restated 2021 Equity Incentive Plan

10,000,000

Linda Jenkinson | Management | 2021 Stock Option Plan

4,760,000

5,240,000

Ms. Payne | Management

Ms. Payne | Management | Amended and Restated 2021 Equity Incentive Plan

3,750,000

Ms. Payne | Management | 2021 Stock Option Plan

1,790,000

Mr. Chapman | Management | Amended and Restated 2021 Equity Incentive Plan

1,960,000

Mr. Chapman | Management | 2021 Stock Option Plan

7,140,000

Exercised (in dollars per share) | $ / shares

7,860,000

$ 1.10

Linda Jenkinson, Ms. Payne and Mr. Chapman | Management | 2021 Stock Option Plan

Number of option available for grant (in shares)

55,000,000.0

Contractual term

10 years

Linda Jenkinson, Ms. Payne and Mr. Chapman | Management | 2021 Stock Option Plan | Share-Based Payment Arrangement, Tranche One

Vesting rights percentage

25.00%

Vesting period

1 year

Linda Jenkinson, Ms. Payne and Mr. Chapman | Management | 2021 Stock Option Plan | Share-Based Payment Arrangement, Tranche Two

Vesting rights percentage

25.00%

Vesting period

3 years

Vast Holdings, Inc. | Management

$ 10,500,000

Selling, general and administrative expense | $

2,600,000

Accounts payable - trade | $

$ 1,100,000

Vast Holdings, Inc. | Management | Robert Gregory Kidd

$ 53,000,000

[1]	Includes approximately $3.1 million of costs incurred pursuant to service agreements with affiliated entities.
[2]	Includes approximately $1.6 million in costs incurred pursuant to service agreements with affiliated entities as of March 31, 2026. See Note 12.
[3]	Derived from the audited consolidated balance sheet.

INCOME TAXES	3 Months Ended
INCOME TAXES	Mar. 31, 2026
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES The Company accounts for income taxes in interim periods using the estimated annual effective tax rate (“AETR”) method in accordance with ASC 740‑270, Interim Reporting, which is applied to year‑to‑date ordinary income or loss. The estimated AETR reflects the Company’s core operating results and other rate‑impacting items and is determined without a valuation allowance, consistent with the release of the Company’s valuation allowance at December 31, 2025, which management continues to believe is supportable based on current facts and circumstances. The estimated AETR excludes the effects of Bitcoin fair‑value adjustments, as the related fluctuations are inherently volatile and not reliably predictable for purposes of estimating annual pretax income. Changes in the fair value of Bitcoin holdings give rise to temporary differences, and the related deferred tax effects are recorded discretely in the period incurred and do not impact the AETR.

The entire disclosure for income tax.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477617/942-740-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Publisher FASB
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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SEGMENT REPORTING (Details)	3 Months Ended
SEGMENT REPORTING (Details)	Mar. 31, 2026 segment
Segment Reporting [Abstract]
Number of operating segments	1
Number of reportable segments	1

SUBSEQUENT EVENTS	3 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2026
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS Management evaluated subsequent events, for purposes of determining whether adjustment to or disclosure in the consolidated financial statements was required through the date the consolidated financial statements were issued. No events occurred subsequent to March 31, 2026 that would require recognition or disclosure in the financial statements other than the transaction described below On April 27, 2026, USBC, Inc. (the “Company”) drew an additional fixed-rate borrowing of $5.0 million (the "Second Draw") under the MLA previously entered into on March 18, 2026 with Payward Interactive, Inc. The Second Draw increases the aggregate principal amount outstanding under the MLA to $10.0 million and bears interest at a rate of 8.5% per annum maturing on April 27, 2027, unless earlier terminated in accordance with the terms of the MLA. Borrowings under the MLA are solely secured by Bitcoin collateral held in custody with Payward Financial, Inc. and are subject to customary collateral maintenance provisions, including specified margin requirements and liquidation rights in the event of a collateral shortfall. In connection with the Second Draw, the Company pledged 66 additional Bitcoin as collateral, resulting in a total of 216 pledged Bitcoin collateral held in custody with a fair value of approximately $16.6 million as of April 27, 2026 and an LTV ratio of 60%. The LTV ratio as of May 10, 2026, was 57%. The Company was in compliance with all collateral maintenance requirements under the MLA as of May 10, 2026.

LEASES - Schedule of Minimum Future Lease Payments (Details) - USD ($)	Mar. 31, 2026	Dec. 31, 2025
Leases [Abstract]
2026 (excluding the three months ended March 31, 2026)	$ 76,559
2027	156,235
Total remaining payments	232,794
Less imputed interest	(17,960)
Total lease liability	$ 214,834	$ 234,818

EQUITY INCENTIVE PLANS - Schedule of Stock Option Activity (Details)	3 Months Ended
	Mar. 31, 2026 $ / shares shares
Number of Shares
Outstanding at beginning of period (in shares) \| shares	96,150,750
Exercised (in shares) \| shares	(750)
Granted (in shares) \| shares	10,470,000
Forfeited (in shares) \| shares	(14,137,500)
Expired (in share) \| shares	(12,500)
Options Outstanding at ending of period (in shares) \| shares	92,470,000
Weighted Average Exercise Price
Outstanding at beginning of period (in dollars per share) \| $ / shares	$ 1.08
Exercised (in dollars per share) \| $ / shares	(0.44)
Granted (in dollars per share) \| $ / shares	0.37
Forfeitures (in dollars per share) \| $ / shares	(1.05)
Expired (in dollars per share) \| $ / shares	(1.10)
Outstanding at ending of period (in dollars per share) \| $ / shares	$ 0.37

TRANSACTIONS WITH RELATED PARTIES	3 Months Ended
TRANSACTIONS WITH RELATED PARTIES	Mar. 31, 2026
Related Party Transactions [Abstract]
TRANSACTIONS WITH RELATED PARTIES	TRANSACTIONS WITH RELATED PARTIES Transactions with Former CEO and Chairman Ronald P. Erickson, Particle Acquisition Corporation, and J3E2A2Z LP Mr. Erickson previously served as the Company’s Chief Executive Officer and Chairman from January 2023 through August 6, 2025. Following the closing of the Goldeneye 1995 LLC capital investment on August 6, 2025, Mr. Erickson transitioned to the role of President of the Science Division, Senior Vice President. Mr. Erickson concluded his service as a member of the Board and as the President of the Company's Science Division, Senior Vice President in connection with the completion of the divestiture of the Company's legacy non‑invasive sensor technology business on March 27, 2026 to Particle Acquisition Corporation, an entity controlled by Mr. Erickson. On May 5, 2025, the Company issued 100,000 shares of common stock to Mr. Erickson. The shares were valued at $0.44 per share. Effective August 6, 2025, the Company issued 335,000 shares of common stock to Mr. Erickson that were valued at $0.50 per share, 50% of which were fully vested upon grant and the remainder of which would vest, subject to Mr. Erickson’s continued employment through each vesting date, in eight quarterly installments with the first two installments vesting following a six-month cliff. The unvested restricted shares vested in full upon the Company’s March 27, 2026 divestiture of its legacy sensor technology business, which constituted a sale of all of the sensor related intellectual property. J3E2A2Z LP. On January 30, 2024, the Company signed an Extension of Warrant Agreement with each of Mr. Erickson and J3E2A2Z LP, an entity controlled by Mr. Erickson, extending the exercise dates of the 47,367 warrants issued in conjunction with the Convertible Promissory Notes from January 30, 2024 to January 31, 2026. All of the warrants expired on the extended exercise date since they were not exercised. On October 22, 2024, the due dates on the two Convertible Promissory Notes, each dated January 31, 2018, with J3E2A2Z LP, were extended to September 30, 2025 from September 30, 2024 and the interest rate was increased from 6% to 8%. On June 2, 2025, the Company entered into a Promissory Note Conversion Agreement with J3E2A2Z LP, pursuant to which $1,184,066 of principal owed under the two outstanding Convertible Promissory Notes was exchanged for 16,916 shares of Series H Convertible Preferred Stock. Each share of Series H Preferred was convertible into shares of the Company’s common stock at an initial conversion price of $0.335 per share and carried an 8% cumulative dividend. The Company recognized a deemed dividend of approximately $0.7 million upon the conversion. On August 6, 2025, upon election by J3E2A2Z LP, the Company redeemed all 16,916 issued and outstanding shares of Series H Convertible Preferred Stock held by J3E2A2Z LP for (i) cash of approximately $654,276 and (ii) the issuance of 2.0 million shares of common stock in the aggregate, at a conversion price of $0.335 per share, representing total consideration equal to the stated value of $70 plus all accrued and unpaid dividends in an amount of approximately $140,210. As of March 31, 2026, all obligations under the Series H convertible preferred instrument had been satisfied. Particle Acquisition Corporation. On March 27, 2026, the Company completed the divestiture of its legacy non-invasive sensor technology business pursuant to a Stock Purchase Agreement entered into by and among the Company, Particle, Inc., a Nevada corporation and wholly owned subsidiary of the Company, and Particle Acquisition Corporation, a Nevada corporation controlled by Ronald P. Erickson, former Chairman, President and CEO of Know Labs, Inc. (the "Buyer"). Under the terms of the Stock Purchase Agreement, the Company agreed to transfer to the Buyer, free and clear of all liens, all of the issued and outstanding equity interests of Particle in exchange for aggregate consideration of (i) USD One Dollar ($1.00), and (ii) the assumption of all obligations specifically related to the business, including the lease for the corporate office facility in Seattle, Washington. The Stock Purchase Agreement also obligates the Buyer to pay to the Company a revenue share amount equal to ten percent (10%) of all future net revenue generated from products that incorporate or utilize the proprietary non-invasive diagnostic and sensor technology platform or related intellectual property transferred to the Buyer (each, a “Covered Product”), payable during the period commencing on the Closing Date until the earlier of (i) the fifth anniversary of the first commercial sale of a Covered Product or (ii) the occurrence of a change of control of the Buyer. In addition, upon the consummation of any future acquisition or change of control of the Buyer or the Covered Products that occurs on or prior to the fifth anniversary of the Closing Date, the Buyer is required to pay to the Company an acquisition share payment ranging between five percent (5%) and thirty-five percent (35%) of such acquisition proceeds. Effective as of the Closing Date of the divestiture of the legacy sensor business, Mr. Erickson concluded his service as a member of the Company's Board of Directors and as President of the Company's Science Division. The Company recognized compensation expense of approximately $275,000 related to the accelerated vesting of the unvested restricted stock awards during the three months ended March 31, 2026. Transactions with our Vice Chair Linda Jenkinson and our non-CEO NEOs On October 7, 2025, the Company’s Board approved a repricing of outstanding stock options granted on August 6, 2025 as permitted by our Amended and Restated 2021 Equity Incentive Plan, including options held by certain executive officers and directors. The exercise price of approximately 48.6 million outstanding options, including 4,760,000 options granted to our Vice Chair Linda Jenkinson and 1,790,000 and 7,140,000 options granted to our non-CEOs, Ms. Payne and Mr. Chapman, respectively, was reduced from $2.45 to $1.10 per share, the closing market price on the date of approval. The repricing applied uniformly to all participants and was reviewed and approved by the Board of Directors, which determined that the adjustment was in the best interests of stockholders to maintain the incentive and retention value of eligible awards in light of prevailing market conditions. On October 7, 2025, our Board approved the grant of 55.0 million ten year stock options under the 2021 Plan, including 5,240,000 options granted to our Vice Chair Linda Jenkinson and 1,960,000 and 7,860,000 options granted to our non-CEO NEOs, Ms. Payne and Mr. Chapman, respectively. The exercise price of the options granted was $1.10 per share, the closing market price of our common stock on the date of Board approval. The options will vest 25% of the shares on the one-year anniversary of the grant date and in quarterly installments thereafter over the next three years, subject to their continued service. On December 15, 2025, the Company and Kirk Chapman mutually agreed that Mr. Chapman would depart from his position as Chief Operating Officer, effective immediately. The departure was not the result of any disagreement with the Company on any matter related to the Company's operations, policies or practices. On January 6, 2026, the Company entered into a separation agreement with Mr. Chapman, in connection with his departure. Mr. Chapman’s separation from the Company became effective on December 31, 2025, at which time all of his unvested option awards were forfeited. On March 18, 2026, the Company’s Board approved a repricing of outstanding stock options granted and repriced on October 7, 2025 as permitted by our Amended and Restated 2021 Equity Incentive Plan, including options held by certain executive officers and directors. The exercise price of approximately 82.0 million outstanding options, including 10,000,000 options granted to our Vice Chair Linda Jenkinson and 3,750,000 options granted to our non-CEO NEO, Ms. Payne, was reduced from $1.10 to $0.37 per share, the closing market price on the date of approval. The repricing applied uniformly to all participants and was reviewed and approved by the Board of Directors, which determined that the adjustment was in the best interests of stockholders to maintain the incentive and retention value of eligible awards in light of prevailing market conditions. Transactions with Former Director John Cronin and ipCapital Group, Inc. Mr. Cronin served as a director beginning in November 2023 and was the Company’s Interim Chief Technology Officer from September 2024 to August 2025. He is Chairman and CEO of ipCapital Group, Inc., to which the Company paid approximately $50,000 in professional-service fees during the three months ended March 31, 2025. The Company did not pay professional-service fees to Mr. Cronin during the three months ended March 31, 2026. No ongoing consulting or advisory agreements with Mr. Cronin or ipCapital Group, Inc. were in effect as of March 31, 2026. On November 19, 2025, Mr. Cronin provided the Company with notice of his resignation from the Board of Directors. His decision to resign was not the result of any disagreement with the Company or its management on any matter relating to the Company’s operations, policies, or practices. Transactions with Vice Chair Linda Jenkinson, Chairman and CEO Robert Gregory Kidd, and Vast Holdings, Inc. Linda Jenkinson has served as the Company’s Vice Chair since August 2025 and is also the Chief Executive Officer and Chair of Vast Holdings, Inc., the holding company for Vast Bank. In 2024, the Company’s Chairman and CEO, Robert Gregory Kidd, personally invested $53 million of capital into Vast Holdings, Inc. to support Vast Bank. On October 23, 2025, the Company announced a collaboration with Vast Bank and Uphold to develop a network to deliver retail tokenized U.S.-dollar deposit products which was formalized in a strategic partnership agreement entered into on January 20, 2026. The Company’s collaboration with Vast Bank and Uphold contemplates joint development and pilot activities related to the deposit tokenization initiative. The terms of the collaboration were negotiated at arm’s length and reviewed by disinterested members of the Company’s Board. On March 18, 2026, we entered into an Affiliate Services Agreement with Vast Holdings, Inc. pursuant to which we are reimbursing Vast Holdings, Inc. for certain strategic, operational and administrative services in support of the further development of the tokenized deposit program offering, subject to a reimbursement cap of $10.5 million during the term of the agreement unless otherwise agreed. The Company recognized $2.6 million of expenses during the three months ended March 31, 2026 in connection with this agreement, of which $1.1 million was recorded in Accounts payable - trade in the Consolidated Balance Sheet as of March 31, 2026. The Company did not engage in any transactions with related parties during the three months ended March 31, 2026, or 2025 other than the transactions disclosed above.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Common stock, shares authorized (in shares)

ORGANIZATION (Details) - USD ($)

Mar. 31, 2026

Mar. 27, 2026

Dec. 31, 2025

^[1]

750,000,000

Common stock par value (in dollars per share)

$ 0.001

Preferred stock shares authorized (in shares)

5,000,000

Preferred stock par value (in dollars per share)

$ 0.001

Particle | Management | Commitment to lend

Off-balance sheet commitment

$ 450,000

[1]	Information pertaining to the number of shares outstanding gives retroactive effect to a 1 for 40 reverse stock split that became effective on February 19, 2025.

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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FAIR VALUE MEASUREMENTS	3 Months Ended
FAIR VALUE MEASUREMENTS	Mar. 31, 2026
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	FAIR VALUE MEASUREMENTS The Company’s assets and liabilities recorded at fair value measured on a recurring basis consist of investments in digital assets and derivative assets and liabilities. In determining the fair value of its digital assets, the Company is able to cite quoted prices as determined by the Company’s principal market. As such, the Company’s digital assets and digital asset - receivables, net which consist of Bitcoin, and USDC, were determined to be Level 1 assets. In estimating the fair value of its derivative assets and derivative liabilities, the Company uses a market approach, which uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities found on derivative exchanges. The Company determined that the derivative assets and liabilities are Level 2. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company has a money market account which is considered a Level 1 asset. The balance as of March 31, 2026 and December 31, 2025 was approximately $249,000 and $3,337,000, respectively. There were no transfers in or out of Level 3 or between levels during the three months ended March 31, 2026, or during the Transition Period.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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Cash and cash equivalents

CONSOLIDATED BALANCE SHEETS - USD ($)

Mar. 31, 2026

Dec. 31, 2025

^[1]

CURRENT ASSETS:

$ 2,035,047

$ 4,092,308

Prepaid expenses

486,450

291,174

Derivative assets

8,165

61,348

Digital assets - receivable, net

894,853

2,348,695

Total current assets

3,424,515

6,793,525

OTHER ASSETS

Digital assets

68,674,725

86,637,784

Other non-current assets

24,174

52,721

Operating lease right-of-use asset

154,888

186,900

TOTAL ASSETS

72,278,302

93,670,930

CURRENT LIABILITIES:

Accounts payable - trade

^[2]

2,913,837

1,988,049

Accrued expenses

^[2]

2,652,260

1,095,885

Loan payable

5,000,000

Current portion of operating lease right-of-use liability

87,362

84,712

Derivative liabilities

23,355

509,022

Total current liabilities

10,676,814

3,677,668

NON-CURRENT LIABILITIES:

Operating lease liability, net of current portion

127,472

150,106

Deferred tax liability

1,571,455

8,311,381

Total liabilities

12,375,741

12,139,155

COMMITMENTS AND CONTINGENCIES (Note 13)

STOCKHOLDERS' EQUITY

Common stock

388,144

Additional paid in capital

275,614,847

271,689,292

Accumulated deficit

(216,100,430)

(190,545,661)

Total stockholders' equity

59,902,561

81,531,775

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$ 72,278,302

$ 93,670,930

[1]	Derived from the audited consolidated balance sheet.
[2]	Includes approximately $1.6 million in costs incurred pursuant to service agreements with affiliated entities as of March 31, 2026. See Note 12.

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)

3 Months Ended

Mar. 31, 2026

Mar. 31, 2025

OPERATING EXPENSES

RESEARCH AND DEVELOPMENT EXPENSES

$ 218,196

$ 418,207

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

^[1]

11,449,064

1,789,315

Total operating expenses

11,667,260

2,207,522

OPERATING LOSS

(11,667,260)

(2,207,522)

OTHER INCOME (EXPENSE), NET

Interest income

11,303

2,531

Interest expense

(14,167)

(1,374,045)

Change in fair value of digital assets

(20,004,465)

Other derivative income, net

1,556,719

Deemed dividends on Series C, D and H Preferred Stock

(2,176,824)

Total other expense, net

(20,627,434)

(1,371,514)

LOSS BEFORE INCOME TAXES

(32,294,694)

(3,579,036)

Income tax benefit

(6,739,925)

NET LOSS

(25,554,769)

(3,579,036)

(23,662)

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS

(25,554,769)

(3,602,698)

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS

$ (25,554,769)

$ (3,602,698)

Basic loss per share (in dollars per share)

$ (0.07)

$ (1.24)

Diluted loss per share (in dollars per share)

$ (0.07)

$ (1.24)

Weighted average shares of common stock outstanding- basic (in shares)

^[2]

388,144,237

2,909,985

Weighted average shares of common stock outstanding- diluted (in shares)

^[2]

388,144,237

2,909,985

[1]	Includes approximately $3.1 million of costs incurred pursuant to service agreements with affiliated entities.
[2]	Information pertaining to the number of shares outstanding and per share data gives retroactive effect to a 1 for 40 reverse stock split that became effective on February 19, 2025.

PROPERTY AND EQUIPMENT

3 Months Ended

Mar. 31, 2026

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

Property and equipment as of March 31, 2026 and December 31, 2025 was comprised of the following:


	Estimated Useful Lives	March 31, 2026		December 31, 2025
Machinery and equipment	3 years	$	279,683	$	279,683
Furniture and fixtures	3 years	21,367		21,367
Less: accumulated depreciation		(278,687)		(272,503)
Less: asset disposal		(22,363)		—
		$	—	$	28,547

Total depreciation expense was $6,184 and $7,162 for the three months ended March 31, 2026 and 2025, respectively. Substantially all depreciation expense was classified as research and development expenses in the Consolidated Statements of Operations during the three months ended March 31, 2026.

During the three months ended March 31, 2026, the Company disposed of its fixed assets, and recognized a loss on disposal of fixed assets of $22,363 in the Consolidated Statements of Operations.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	3 Months Ended
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	Mar. 31, 2026
Derivative Instruments and Hedging Activities Disclosure [Abstract]
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES In the normal course of business, the Company enters into transactions involving derivative instruments for trading purposes. Risks arise from changes in the market values of the underlying digital assets as well as the possible inability of counterparties to meet the terms of their contracts. The credit risk associated with these contracts is typically limited to the cost of replacing all contracts on which the Company has recorded an unrealized gain. The Company enters into OTC derivatives, which are negotiated and settled bi-laterally with the derivative counterparty. These trades have maturities of 12 months or less and are not designated as hedging instruments under the authoritative accounting guidance. The underlying transactions and the corresponding contracts are marked to market at the end of each quarter and the fair value impacts are reflected within Other derivative income, net in the Consolidated Statements of Operations. As of March 31, 2026, the Company had outstanding digital asset option contracts with gross notional values of approximately $71.9 million. As of December 31, 2025, the Company had outstanding digital asset option contracts with gross notional values of approximately $114.8 million. As of March 31, 2026, 100% of these contracts will mature within three months. As of December 31, 2025, 100% of these contracts matured within three months. As of March 31, 2026, the Company had outstanding digital asset option contracts recognized as current assets within derivative assets with a fair value of approximately $8,165, and outstanding option contracts recognized as current liabilities within derivative liabilities with a fair value of approximately $23,355. As of December 31, 2025, the Company had outstanding digital asset option contracts recognized as current assets within derivative assets with a fair value of approximately $61,348, and outstanding option contracts recognized as current liabilities within derivative liabilities with a fair value of approximately $509,022. The Company had unrealized gain, net related to outstanding option contracts of approximately $252,820 as of March 31, 2026. The Company did not have an unrealized gain/(loss), net, balance related to outstanding option contracts as of March 31, 2025. During the three months ended March 31, 2026, the Company recognized realized gain, net related to derivative contracts of approximately $1,303,899 within Other derivative income, net on the Consolidated Statements of Operations. The Company did not have a realized gain/(loss), net, balance related to derivative contracts during the three months ended March 31, 2025.

The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.

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SEGMENT REPORTING	3 Months Ended
SEGMENT REPORTING	Mar. 31, 2026
Segment Reporting [Abstract]
SEGMENT REPORTING	SEGMENT REPORTING The Financial Accounting Standards Board, Accounting Standard Codification Topic 280, Segment Reporting, requires that an enterprise report selected information about reportable segments in its financial reports issued to its stockholders. Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Makers (“CODMs”) to allocate resources and assess performance. The Company has determined that its Chief Executive Officer and Chief Financial Officer collectively function as the CODM because they jointly review consolidated operating results, evaluate performance and make decisions regarding the allocation of resources on a consolidated basis. The CODMs monitor the expense components of the various products and services we offer, but operations are managed and financial performance is evaluated on a corporation-wide basis in comparison to a business plan which is developed each year. Although the Company conducts activities across multiple business initiatives, including digital asset treasury activities, and product development related to the tokenized deposit program offering, the Company does not prepare or utilize separate financial information at a level below the consolidated financial statements. In addition, the CODMs do not regularly review revenue, expense, or profitability information by business line, product, or service. Accordingly, all operations are considered by management to be one operating segment and one reportable segment as contained in the Consolidated Statements of Operations included in the consolidated financial statements. The CODMs use net income (loss) as reported in the consolidated financial statements, as the primary measure of performance for assessing results and allocating resources.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26C

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26B

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/280/tableOfContent

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41

Bitcoin generated through trading

LOANS PAYABLE (Details) - USD ($)			3 Months Ended
LOANS PAYABLE (Details) - USD ($)	Mar. 20, 2026	Mar. 18, 2026	Mar. 31, 2026	Dec. 31, 2025
Debt Instrument [Line Items]
Bitcoin at fair value			$ 67,169,727	$ 86,637,784
Kraken Master Loan Agreement
Debt Instrument [Line Items]
Aggregate principal amount	$ 5,000,000.0	$ 25,000,000
Debt instrument, term	1 year	12 months
Interest rate	8.50%
Prepayment option, period after initial term	3 months
Interest expense			$ 14,167
Initial collateral coverage ratio	150.00%
Minimum collateral coverage ratio for margin call by lender	130.00%
Minimum collateral coverage ratio threshold for collateral liquidation by lender	120.00%
Minimum collateral coverage ratio for release of excess collateral by lender	170.00%
Percentage decline in bitcoin resulting in minimum collateral coverage ratio			36.00%
Kraken Master Loan Agreement \| Asset Pledged as Collateral
Debt Instrument [Line Items]
Bitcoin at fair value			$ 10,200,000

SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS - Schedule of Bitcoin Outstanding (Details) - USD ($)

3 Months Ended

Mar. 31, 2026

Mar. 31, 2025

Crypto Asset [Roll Forward]

Beginning balance

$ 86,637,784

1,124,225

Fees

(224,835)

Collateral

(362,982)

Unrealized gain/(loss)

(20,004,465)

$ 0

Ending balance

67,169,727

Digital Assets Receivable [Roll Forward]

Beginning balance

^[1]

2,348,695

Collateral

362,982

SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS

(1,816,824)

Ending balance

$ 894,853

[1]	Derived from the audited consolidated balance sheet.

SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS

3 Months Ended

Mar. 31, 2026

Accounting Policies [Abstract]

Basis of Presentation – These consolidated financial statements were prepared in conformity with U.S. generally accepted accounting principles (“GAAP”).

Effective beginning in fiscal year 2026, the Company changed its fiscal year-end from September 30 to December 31 to better align the Company's financial reporting calendar with its operating cycle, internal budgeting and financial planning process, and to improve comparability with industry peers that report their financial results on a calendar-year basis. The Company filed a Transition Report on Form 10-K that included the financial information for the transition period from October 1, 2025 to December 31, 2025 (the "Transition Period"). The Company did not recast the consolidated financial statements for the period from January 1, 2025 to December 31, 2025.

Use of Estimates – Management makes estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements including, but not limited to, those estimates related to digital assets, digital assets receivable, derivatives, leases, debt stock-based compensation, and income taxes. Management believes that estimates utilized in preparing the financial statements are reasonable. Estimates, by their nature, are based on judgment and available information. As such, actual results could differ materially from these estimates included in these financial statements.

Cash and Cash Equivalents – The Company classifies highly liquid temporary investments with an original maturity of three months or less when purchased as cash equivalents.

Digital Assets – The Company began holding digital assets in the ordinary course of business as a treasury reserve asset upon receiving 1,000 Bitcoin as part of the closing of the Goldeneye capital investment on August 6, 2025. The Company holds Bitcoin principally as a long-term strategic treasury reserve and as a potential source of balance sheet flexibility and liquidity. From time to time, the Company may monetize a portion of its Bitcoin holdings, including through sales or collateralized financing arrangements, to fund operations, working capital needs, strategic initiatives or other corporate purposes.

As of March 31, 2026, the Company primarily held Bitcoin in its corporate treasury, with lesser amounts of USD Coin ("USDC"), a cryptocurrency backed by US dollars and equivalent assets. The Company views its Bitcoin as a productive asset, a source of liquidity, yield, and long-term capital appreciation. By activating substantially all of its Bitcoin holdings through structured trading arrangements, the Company seeks to generate incremental income that helps fund operations, expand infrastructure, and reduce the Company’s cost of capital. See description of the Company’s accounting policy for its digital asset derivatives below.

The Company generates yield through its derivative activities on its Bitcoin holdings and actively pursues risk-adjusted return opportunities that support its operating expenses. The Company reports its Bitcoin digital assets as part of the line item, non-current assets on the Consolidated Balance Sheets due to the Company’s intent to retain and hold Bitcoin under its Bitcoin investment approach. The Company engages in trading these assets via Bitcoin derivatives. Trades are executed over the counter via third party trading platforms.

The 1,000 Bitcoin received on August 6, 2025 as part of the Goldeneye capital investment was recorded at an average price of $115,567 per Bitcoin. During the three months ended March 31, 2026, the Company obtained 10.441 Bitcoin, through its trading strategy, which has been recognized as other derivative income, net, in the Consolidated Statements of Operations. The Company commenced buying and selling call options on its Bitcoin holdings in the fourth fiscal quarter of 2025 and as such, it did not obtain any Bitcoin from its trading strategy during the three months ended March 31, 2025. While the Company may periodically make open market purchases of Bitcoin or opt to sell a portion of the Bitcoin it obtains through its treasury trading strategy from time to time, the Company did not purchase or sell any Bitcoin during the three months ended March 31, 2026.

A summary of the Bitcoin and digital assets - receivable, net activity for the three months ended March 31, 2026 were as follows:


	Digital assets		Digital assets - receivable, net
Bitcoin and digital assets - receivable, net at fair value as of December 31, 2025	$	86,637,784	$	2,348,695
Bitcoin generated through trading	1,124,225		—
Fees	(224,835)		—
Collateral	(362,982)		362,982
Provision for credit losses	—		(1,816,824)
Unrealized gain/(loss)	(20,004,465)		—
Bitcoin and digital assets - receivable, net at fair value as of March 31, 2026	$	67,169,727	$	894,853

The Company held approximately $1.5 million USDC as of March 31, 2026, and did not hold USDC as of December 31, 2025. The Company converted between USD and USDC on a one to one basis during the three months ended March 31, 2026.

The Company stores its digital assets with third-party qualified custodians that employ multi-signature, cold-storage and other industry standard security controls. Access to wallets and private keys is restricted to authorized personnel. The Company evaluates its custodial arrangements periodically and monitors counterparty, operational and cybersecurity risks associated with digital asset custody.

From time to time, blockchain protocols may initiate hard forks or third parties may distribute airdrops that result in the creation or receipt of new digital assets. The Company recognizes such assets only when it obtains control which generally occurs when (i) the asset is accessible within the Company’s custodial wallet environment, (ii) the Company can transfer, sell, or exchange the asset, and (iii) no legal or operational restrictions prevent disposition. When control is obtained, the new asset is recorded at its fair value on the date of recognition in accordance with ASC 820. The corresponding gain is recognized in other income (expense), net, in the Consolidated Statements of Operations. If the Company is unable to access or control the new asset (e.g., due to custodian limitations or unsupported network upgrades), no asset is recognized until such time as control is achieved. The Company does not actively pursue, solicit, or take technical actions to claim hard forks or airdrops and it does not engage in strategies designed to influence protocol events.

The Company accounts for its digital assets, which are comprised primarily of Bitcoin, at fair value as of the end of each reporting period. The fair value for its Bitcoin holdings is determined by which eligible market is the Company’s principal market under ASC 820, Fair Value Measurement. The Company determines its principal market annually to determine if (i) there have been recent changes to each market volume and level of activity in the trailing twelve months, (ii) if any markets have developed that the Company has access to, or (iii) if recent changes to each market’s price stability have occurred that would materially impact the selection of the principal market and necessitate a change in the Company’s determination of its principal market. Bitcoin is considered a level 1 instrument.

The Company does not use derivatives, futures, options, or other hedging instruments to mitigate its exposure to Bitcoin price volatility. Accordingly, the carrying value of Bitcoin may experience significant fluctuations. Changes in the fair value of digital assets from period to period are recognized within change in the fair value of digital assets in the Consolidated Statements of Operations. The Company uses the specific identification method for its digital asset portfolio.

Digital Assets - Receivable, net – The Company pledges Bitcoin as collateral for its derivative trading activities. The digital assets receivables are initially measured upon transfer at fair value and subsequently remeasured at fair value each reporting period. The changes in fair value are recognized on the Consolidated Statements of Operations, in accordance with ASC 2023-08.

The Company is exposed to counterparty credit risk arising from its digital assets receivable balance. Counterparty credit exposure represents the risk that a counterparty may fail to fulfill its contractual obligations. The Company evaluates the digital assets receivable balance for expected credit losses, in accordance with ASC 326 - Financial Instruments - Credit Losses (“ASC 326”). The Company estimates the allowance for credit losses on digital assets receivables under the current expected credit loss (“CECL”) model using a probability of default (“PD”) and loss given default (“LGD”) methodology. In order to apply the PD LGD approach, management considers the remaining expected time horizon of the receivables and reasonable and supportable forecasts of future conditions. If deemed material, an allowance for credit losses is recorded as a valuation account, directly offsetting the digital assets receivables on the Consolidated Balance Sheets. The Company had digital asset receivables of $2.7 million, and $2.3 million as of March 31, 2026, and December 31, 2025, respectively. As of March 31, 2026, the Company recorded an allowance for credit losses of $1.8 million, based on management’s estimate of expected credit losses for its derivative counterparty credit risk exposure, in Provision for credit losses on the Consolidated Statements of Operations. The Company actively monitors counterparty credit quality and adjusts the allowance for credit losses as necessary. Balances are written off when management determines that collection is no longer probable. Subsequent recoveries are charged to the allowance. No allowance for credit losses related to digital assets receivable was recorded as of December 31, 2025.


	Digital assets - receivable, net
Allowance for credit losses as of December 31, 2025	$	—
Provision for credit losses	(1,816,824)
Net charge-offs/(recoveries)	—
Allowance for credit losses as of March 31, 2026	$	(1,816,824)

Property and Equipment – Equipment consists of machinery, and furniture and fixtures, which are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives or lease period of the relevant asset, generally three years. The Company reviews its long-lived assets for impairment annually or when changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets under certain circumstances are reported at the lower of carrying amount or fair value. Assets to be disposed of and assets not expected to provide any future service potential to the Company are recorded at the lower of carrying amount or fair value (less the projected cost associated with selling the asset). During the three months ended March 31, 2026, the Company sold all of its property and equipment and recorded a loss on disposal of fixed assets in the Statement of Operations as part of selling, general and administrative expenses. Accordingly, there were no remaining property and equipment balances reported on the Balance Sheet as of March 31, 2026.

Revenue Recognition– The Company determines revenue recognition from contracts with customers through the following steps:

•identification of the contract, or contracts, with the customer;

•identification of the performance obligations in the contract;

•determination of the transaction price;

•allocation of the transaction price to the performance obligations in the contract; and

•recognition of the revenue when, or as, the Company satisfies a performance obligation.

Revenue is recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

Revenue generated from financial instruments such as derivatives and investments are not subject to Financial Accounting Standards Board (“FASB”) ASC 606 - Revenue from Contracts with Customers (“ASC 606”), including revenue generated from financial instruments, such as derivatives and digital assets. The Company recognizes realized gains and losses, net from the trading of derivative contracts which are reported in other derivative income, net, in the Consolidated Statements of Operations. The Company carries certain assets and liabilities at fair value with changes in fair value reported in Change in fair value of digital assets and other derivative income, net, in the Consolidated Statements of Operations. Refer to Notes 4 and 5 of these financial statements for more information regarding fair value measurement.

Research and Development Expenses – Research and development expenses consist of the cost of officers, employees, consultants and contractors who design, engineer and develop new products and processes as well as materials, supplies and facilities used in producing prototypes.

The Company’s current research and development efforts are primarily focused on the development of its tokenized deposit platform and related financial technology infrastructure. Legacy radio frequency spectroscopy research activities have been discontinued with the divestiture of the legacy non-invasive sensor technology business which was completed on March 27, 2026. The Company incurred research and development expenses of approximately $218,000, and $418,000 during the three months ended March 31, 2026, and 2025, respectively. The Company evaluated the divestiture under ASC 205‑20, Presentation of Financial Statements—Discontinued Operations. Although the divested operations constituted a component of the Company, management concluded the disposal did not represent a strategic shift that has (or will have) a major effect on the Company’s operations and financial results. This conclusion was based on, among other factors, (i) the Company’s strategic pivot to financial‑technology and digital‑asset initiatives that was implemented prior to the divestiture, (ii) the substantially completed wind‑down of the legacy sensor research activities prior to the divestiture, (iii) the absence of meaningful revenue generated from the legacy sensor activities during the periods presented, and (iv) the immateriality of assets and liabilities associated with the divested operations. Accordingly, the results of the legacy sensor activities have not been reported as discontinued operations, and the Company has not reclassified prior‑period financial statements. Costs associated with the legacy sensor activities during the three months ended March 31, 2026 and 2025 consisted primarily of research and development costs and were included in research and development expenses in the accompanying Consolidated Statements of Operations. The assets and liabilities related to the legacy sensor business were immaterial.

Advertising – Advertising costs are charged to selling, general and administrative expenses as incurred. Advertising and marketing costs were $11,685 and $10,000 for the three months ended March 31, 2026 and 2025, respectively.

Fair Value Measurements and Financial Instruments – Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy, which requires classification based on observable and unobservable inputs when measuring fair value. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

Level 1 – Quoted prices in active markets for identical assets and liabilities;

Level 2 – Inputs other than level one inputs that are either directly or indirectly observable; and

Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The recorded value of other financial assets and liabilities, which consist primarily of cash and cash equivalents, accounts payable, accrued expenses and accrued expenses - related parties approximate the fair value of the respective assets and liabilities as of March 31, 2026 and December 31, 2025 are based upon the short-term nature of the assets and liabilities. Digital assets and derivatives assets and liabilities are held at fair value in the Consolidated Balance Sheets and measured on a recurring basis.

Derivative Financial Instruments – Pursuant to ASC 815, Derivatives and Hedging, the Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company then determines if an embedded derivative must be bifurcated and separately accounted for. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the Consolidated Statements of Operations. For stock-based derivative financial instruments, the Company uses a Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the Consolidated Balance Sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.

Digital Asset Derivatives – As part of its Bitcoin yield generation strategy trading activities, the Company has entered into option derivative contracts on its Bitcoin holdings that resulted in obtaining the right to receive or obligation to deliver a fixed amount of Bitcoin crypto assets in the future. Derivatives are instruments that derive their value from changes in an underlying reference outside the control of the Company. Derivatives may be traded on an exchange (exchange-traded) or they may be privately negotiated contracts, which are usually referred to as over the counter (“OTC”) derivatives. The Company has appointed Hyrcanian Asset Management, LLC (the “Manager”) to perform certain treasury management services, including execution and settlement of the options in physical delivery. The Company accounted for these derivatives in accordance with ASC 815, Derivatives and Hedging.

These derivative contracts derive their value from underlying asset prices, other inputs, or a combination of these factors. Derivative contracts are recognized as either assets or liabilities in the Consolidated Balance Sheets at fair value, with changes in fair value recognized in other operating expense, net, or other (income) expense, net in the Consolidated Statements of Operations, depending on the nature of the derivative. Premiums collected in bitcoin from derivative contracts have been disclosed in the statement of cash flows as part of non-cash operating activities with valuation adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities in the Consolidated Statements of Cash Flows, depending on the nature of the derivative.

Stock Based Compensation – The Company maintains a share-based compensation plan under which employees, consultants, suppliers and directors may be granted restricted stock, as well as options and warrants to purchase shares of Company common stock at the fair market value per share at the time of grant. Stock-based compensation is measured by the Company at the grant date, based on the fair value of the award, over the requisite service period under ASC 718. The Company recognizes stock compensation costs utilizing the fair value methodology over the related period of benefit. For an award that has a graded vesting schedule, compensation expense is recognized on a straight-line basis of the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards. The amount of compensation cost recognized at any date must at least equal the portion of the grant-date value of the award that is vested at that date.

Convertible Securities – Based upon ASC 815-15, the Company has adopted a sequencing approach regarding the application of ASC 815-40 to convertible securities. The Company will evaluate its contracts based upon the earliest issuance date. In the event partial reclassification of contracts subject to ASC 815-40-25 is necessary, due to the Company’s inability to demonstrate it has sufficient shares authorized and unissued, shares will be allocated on the basis of issuance date, with the earliest issuance date receiving first allocation of shares. If a reclassification of an instrument were required, it would result in the instrument issued latest being reclassified first. No convertible securities were outstanding as of March 31, 2026, or 2025.

Net Loss per Share – Under the provisions of ASC 260, Earnings Per Share, basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Deemed dividends to preferred stockholders increase the net loss available to common stockholders and impact the net loss per share calculation.

As of March 31, 2026, the Company had 388,144,429 shares of common stock issued and outstanding. As of March 31, 2026, there were options outstanding for the purchase of 92,470,000 shares of our common stock and warrants for the purchase of 972,530 shares of the Company’s common stock. As of December 31, 2025, the Company had 388,143,679 shares of common stock issued and outstanding. As of December 31, 2025, there were options outstanding for the purchase of 96,150,750 shares of our common stock and warrants for the purchase of 1,154,106 shares of the Company’s common stock. All of the foregoing shares could potentially dilute future earnings per share but are excluded from both the March 31, 2026, and December 31, 2025 calculation of net loss per share because their impact is antidilutive.

Comprehensive loss – Comprehensive loss is defined as the change in equity of a business during a period from non-owner sources. The Consolidated Statements of Comprehensive Loss have been omitted, as net loss equals comprehensive income.

Dividend Policy – The Company has never paid any cash dividends and intends, for the foreseeable future, to retain any future earnings for the development of its business. The Company’s future dividend policy will be determined by the board of directors on the basis of various factors, including results of operations, financial condition, capital requirements and investment opportunities.

Income Taxes – The Company uses an asset and liability approach for accounting for deferred income taxes, which requires recognition of deferred income tax assets and liabilities for the expected future tax consequences of events that have been recognized in its financial statements but have not been reflected in its taxable income. Estimates and judgments are required in the calculation of certain tax liabilities and in the determination of the recoverability of certain deferred income tax assets, which arise from temporary differences and carryforwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets and liabilities are expected to be realized or settled.

The Company regularly assesses the likelihood that its deferred income tax assets will be realized from recoverable income taxes or recovered from future taxable income. To the extent that the Company believes any amounts are not “more likely than not” to be realized, the Company records a valuation allowance to reduce the deferred income tax assets. In the event the Company determines that all or part of the net deferred tax assets are not realizable in the future, an adjustment to the valuation allowance would be charged to earnings in the period such determination is made. Similarly, if the Company subsequently determines that deferred income tax assets, previously determined to be unrealizable, are now realizable, the respective valuation allowance would be reversed, resulting in an adjustment to earnings in the period such determination is made.

ASC 740, Income Taxes, requires that the tax benefit of NOLs, temporary differences, and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Because the Company had previously concluded, based on all available evidence, it was not “more-likely-than-not” that sufficient tax earnings will be generated to utilize the NOL carryforwards, a corresponding valuation allowance equal to 100% of the Company’s total federal and state deferred tax assets was established as of September 30, 2025. Subsequent to September 30, 2025, the Company believes that the unrealized gain on its digital asset holdings may present future taxable income, and has reversed the approximately $5.7 million valuation allowance as of December 31, 2025.

The Company regularly reviews its tax positions. For a tax benefit to be recognized, the related tax position must be “more likely than not” to be sustained upon examination. Any amount recognized is generally the largest benefit that is “more likely than not” to be realized upon settlement. The Company’s policy is to recognize interest and penalties related to income tax matters as an income tax expense. The Company did not have any interest or penalties associated with unrecognized tax benefits for any periods presented in the accompanying financial statements.

On July 4, 2025, new U.S. tax legislation was signed into law (known as the “One Big Beautiful Bill Act” or “OBBBA”), which made permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. In addition, the OBBBA made changes to certain U.S. corporate tax provisions, with certain provisions effective in 2025 and others to be implemented in 2026 and subsequent years. The Company is currently assessing the potential implications of the legislation on its operations and on the Company's consolidated financial statements and will continue to monitor future administrative guidance and regulations that clarify the legislative text of the OBBBA and the bill’s potential effect on the Company’s income taxes.

Recent Accounting Pronouncements

None of the recent accounting pronouncements are expected to have an impact on the consolidated financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY (Parenthetical)	Feb. 19, 2025
Statement of Stockholders' Equity [Abstract]
Reverse stock split, ratio	0.025

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY - USD ($)

Total

Common Stock

Additional Paid in Capital

Accumulated Deficit

Series C Convertible Preferred Stock

Series D Convertible Preferred Stock

Series H Convertible Preferred Stock

Temporary equity, beginning balance (in shares) at Dec. 31, 2024

17,858

10,161

Temporary equity, beginning balance at Dec. 31, 2024

$ 1,790

$ 1,015

$ 0

Temporary equity, ending balance (in shares) at Mar. 31, 2025

17,858

10,161

Temporary equity, ending balance at Mar. 31, 2025

$ 1,790

$ 1,015

$ 0

Beginning balance (in shares) at Dec. 31, 2024

^[1]

2,779,149

Beginning balance at Dec. 31, 2024

$ (3,914,900)

$ 111,089

$ 139,405,148

$ (143,433,942)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Stock compensation expense

593,681

Deemed dividends on Series C and D Preferred Stock

23,662

(23,662)

Issuance of common stock for At The Market common stock offering (in shares)

^[1]

379,451

Issuance of common stock for At The Market common stock offering

510,705

$ 1,628

509,077

Issuance of common stock for debt payment (in shares)

^[1]

383,118

Issuance of common stock for debt payment

506,001

$ 384

505,617

Impact of reverse stock split due to rounding (in shares)

^[1]

(11)

Impact of reverse stock split due to rounding

Ending balance (in shares) at Mar. 31, 2025

(3,579,036)

^[1]

3,541,707

Ending balance at Mar. 31, 2025

$ (5,883,549)

$ 113,101

141,037,185

(147,036,640)

Temporary equity, beginning balance (in shares) at Dec. 31, 2025

Temporary equity, beginning balance at Dec. 31, 2025

$ 0

Temporary equity, ending balance (in shares) at Mar. 31, 2026

Temporary equity, ending balance at Mar. 31, 2026

$ 0

Beginning balance (in shares) at Dec. 31, 2025

388,143,679

^[2]

388,143,679

^[1]

Beginning balance at Dec. 31, 2025

$ 81,531,775

^[3]

$ 388,144

271,689,292

(190,545,661)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Stock compensation expense

$ 3,925,225

3,925,225

Issuance of common stock for stock option exercises (in shares)

750

^[1]

Issuance of common stock for stock option exercises

$ 330

330

Ending balance (in shares) at Mar. 31, 2026

$ (25,554,769)

(25,554,769)

388,144,429

^[2]

388,144,429

^[1]

Ending balance at Mar. 31, 2026

$ 59,902,561

$ 388,144

$ 275,614,847

$ (216,100,430)

[1]	Information pertaining to the number of shares outstanding and per share data gives retroactive effect to a 1 for 40 reverse stock split that became effective on February 19, 2025.
[2]	Information pertaining to the number of shares outstanding gives retroactive effect to a 1 for 40 reverse stock split that became effective on February 19, 2025.
[3]	Derived from the audited consolidated balance sheet.

CONSOLIDATED BALANCE SHEETS (Parenthetical)
$ in Millions

Mar. 31, 2026

USD ($)

$ / shares

Statement of Financial Position [Abstract]

Common stock par value (in dollars per share) | $ / shares

$ 0.001

Common stock, shares authorized (in shares)

750,000,000

^[1]

Common stock, issued (in shares)

388,144,429

^[1]

Common stock, outstanding (in shares)

388,144,429

^[1]

Affiliated Entity

Accounts payable - trade and accrued expenses | $

$ 1.6

[1]	Information pertaining to the number of shares outstanding gives retroactive effect to a 1 for 40 reverse stock split that became effective on February 19, 2025.

LEASES (Tables)

3 Months Ended

Mar. 31, 2026

Leases [Abstract]

Schedule of Minimum Future Lease Payments

The minimum future lease payments as of March 31, 2026 are as follows:


	Operating leases
2026 (excluding the three months ended March 31, 2026)	$	76,559
2027	156,235
Total remaining payments	232,794
Less imputed interest	(17,960)
Total lease liability	$	214,834

SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS (Tables)

3 Months Ended

Mar. 31, 2026

Accounting Policies [Abstract]

Schedule of Bitcoin Outstanding

A summary of the Bitcoin and digital assets - receivable, net activity for the three months ended March 31, 2026 were as follows:


	Digital assets		Digital assets - receivable, net
Bitcoin and digital assets - receivable, net at fair value as of December 31, 2025	$	86,637,784	$	2,348,695
Bitcoin generated through trading	1,124,225		—
Fees	(224,835)		—
Collateral	(362,982)		362,982
Provision for credit losses	—		(1,816,824)
Unrealized gain/(loss)	(20,004,465)		—
Bitcoin and digital assets - receivable, net at fair value as of March 31, 2026	$	67,169,727	$	894,853

Schedule of Digital Assets Receivable Allowance for Credit Losses


	Digital assets - receivable, net
Allowance for credit losses as of December 31, 2025	$	—
Provision for credit losses	(1,816,824)
Net charge-offs/(recoveries)	—
Allowance for credit losses as of March 31, 2026	$	(1,816,824)

EQUITY INCENTIVE PLANS

3 Months Ended

Mar. 31, 2026

STOCK INCENTIVE PLANS [Abstract]

EQUITY INCENTIVE PLANS

On August 12, 2021, the Company established the Know Labs, Inc. 2021 Equity Incentive Plan (the “2021 Plan”) which was adopted by the Company’s stockholders on October 15, 2021. On October 25, 2024, stockholders approved a Plan Amendment which increased the maximum number of shares of our common stock that may be delivered to participants under the 2021 Plan to 1,000,000 shares. Effective January 1, 2025, pursuant to the “evergreen” provisions of the 2021 Plan the maximum number of shares of Common Stock authorized under the Plan was increased by 50,000 Shares to 1,050,000. On August 5, 2025, stockholders approved a Plan Amendment which increased the maximum number of shares of common stock that may be delivered to participants under the 2021 Plan to 50,000,000 shares.

Amended and Restated 2021 Equity Incentive Plan

On August 25, 2025, our Board of Directors approved, and on September 29, 2025, our stockholders adopted the Amended and Restated USBC, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), effective September 29, 2025, which increased the plan share reserve by 65,000,000 shares. The 2021 Plan was previously amended effective July 31, 2025 to increase the plan share reserve to a total of 50,000,000 shares.

Under the 2021 Plan, all 115.3 million shares of common stock available under the Plan Share Reserve, as well as future shares added through the evergreen feature, are eligible for grants as “incentive stock options” intended to qualify for special tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended.

The 2021 Plan contains an evergreen provision pursuant to which, on January 1 of each calendar year during the term specified in the 2021 Plan, the number of shares available for issuance under the 2021 Plan automatically increases by a number of shares equal to the lesser of (i) 15,000,000 shares, (ii) 4% of the outstanding shares of the Company’s common stock on the last day of the immediately preceding fiscal year and (iii) such lesser number of shares as determined by the Board, in each case subject to adjustment for any stock split, reverse stock split, stock dividend or similar change in capitalization.

Stock Option Activity

Three Months Ended March 31, 2026

During the three months ended March 31, 2026, the Company issued stock option grants for 10,470,000 shares of common stock at a weighted average exercise price of $0.37. These options generally vest quarterly over three years beginning on the one-year anniversary of the grant date, with certain grants vesting earlier in accordance with the applicable award agreements. The options have contractual terms of ten years from the date of grant.

During the three months ended March 31, 2026, the Company repriced 82,000,000 stock options from an exercise price of $1.10 per share to $0.37 per share, representing the closing market price of the Company’s common stock on the date of Board approval. The Company recognized incremental stock-based compensation expense of $56,619 related to the repricing during the three months ended March 31, 2026, in accordance with ASC 718.

During the three months ended March 31, 2026, stock option grants for 14,137,500 shares at an average exercise price of $1.05 per share were forfeited or cancelled, and vested stock option grants for 12,500 shares at an average exercise price of $1.10 expired without being exercised.

Stock option activity for the three months ended March 31, 2026 was as follows:


	Number of	Weighted Average
	Shares	Exercise Price
Outstanding as of December 31, 2025	96,150,750	$	1.08
Exercised	(750)	(0.44)
Granted	10,470,000	0.37
Forfeitures	(14,137,500)	(1.05)
Expired	(12,500)	(1.10)
Outstanding as of March 31, 2026	92,470,000	$	0.37

The following table summarizes information about stock options outstanding and exercisable as of March 31, 2026:


Range of Exercise Prices	Number Outstanding	Weighted Average Remaining Life In Years	Weighted Average Exercise Price Outstanding		Number Exercisable	Weighted Average Exercise Price Exercisable
$0.37	92,470,000	9.96	$	0.37	9,175,000	$	0.37
	92,470,000	9.96	$	0.37	9,175,000	$	0.37

The vested stock option grants of 9,175,000 shares had an aggregate intrinsic value of $146,800 as of March 31, 2026.

The significant weighted average assumptions relating to the valuation of the Company’s stock option grants issued and repriced during the three months ended March 31, 2026 were as follows:


Assumptions
Dividend yield	—	%
Exercise price	$0.37
Expected term	5.5 years
Expected volatility	71.1	%
Risk free interest rate	3.9	%

There are 92,470,000 options to purchase common stock at an average exercise price of $0.37 per share outstanding as of March 31, 2026 under the 2021 Plan. The Company recorded $3,925,225 and $593,681 of compensation expense, net of related tax effects, relative to stock options for the three months ended March 31, 2026 and 2025, respectively, in accordance with ASC 718. As of March 31, 2026, there is $84,940,941 of total unrecognized costs related to employee granted stock options that are not vested.

PROPERTY AND EQUIPMENT (Tables)

3 Months Ended

Mar. 31, 2026

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment as of March 31, 2026 and December 31, 2025 was comprised of the following:


	Estimated Useful Lives	March 31, 2026		December 31, 2025
Machinery and equipment	3 years	$	279,683	$	279,683
Furniture and fixtures	3 years	21,367		21,367
Less: accumulated depreciation		(278,687)		(272,503)
Less: asset disposal		(22,363)		—
		$	—	$	28,547

CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical)

3 Months Ended

Mar. 31, 2026

USD ($)

Selling, general and administrative expense

$ 11,449,064

^[1]

Affiliated Entity

Selling, general and administrative expense

$ 3,100,000

[1]	Includes approximately $3.1 million of costs incurred pursuant to service agreements with affiliated entities.

Bitcoin obtained | bitcoin

The aggregate total costs related to selling a firm's product and services, as well as all other general and administrative expenses. Direct selling expenses (for example, credit, warranty, and advertising) are expenses that can be directly linked to the sale of specific products. Indirect selling expenses are expenses that cannot be directly linked to the sale of specific products, for example telephone expenses, Internet, and postal charges. General and administrative expenses include salaries of non-sales personnel, rent, utilities, communication, etc.

+ References + Details

SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS - Narrative (Details)

3 Months Ended

Mar. 31, 2026

USD ($)

bitcoin

Mar. 31, 2025

USD ($)

Dec. 31, 2025

USD ($)

Aug. 06, 2025

bitcoin

$ / bitcoin

Accounting Policies [Line Items]

10.441

Digital assets receivable, before allowance for credit losses

$ 67,169,727

$ 86,637,784

2,700,000

2,300,000

Digital assets receivable, allowance for credit loss, current

$ 1,816,824

$ 0

Estimated useful lives

3 years

Research and development expense

$ 218,196

$ 418,207

Marketing and advertising expense

$ 11,685

$ 10,000

Common stock, outstanding (in shares) | shares

^[1]

388,144,429

388,143,679

Common stock, issued (in shares) | shares

^[1]

388,144,429

388,143,679

Number of options outstanding (in shares) | shares

92,470,000

96,150,750

Purchase of warrants (in shares) | shares

972,530

1,154,106

Change in valuation allowance

$ 5,700,000

USD Coin

Accounting Policies [Line Items]