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Item 7. Management’s Discussion and Analysis

2026-04-13 compared with 2025-03-28 · 246 added, 127 removed, 30 unchanged (93% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For a description of our significant accounting policies and an understanding of the significant factors that influenced our performance during the fiscal year ended December 28, 2024, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (hereafter referred to as “MD&A”) should be read in conjunction with the consolidated financial statements, including the related notes, appearing in Part II, Item 8 of this 10-K for the fiscal year ended December 28, 2024.

Note about Forward-Looking Statements

This Form 10-K contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which involve risks and uncertainties.

You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates”, or “anticipates” or similar expressions that concern our strategy, plans or intentions.

Any statements we make relating to our future operations, performance and results, and anticipated liquidity are forward-looking statements.

All forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those we expected.

We derive most of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions.

While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results.

In addition, the foregoing factors may generally affect our business, results of operations and financial position.

Forward-looking statements speak only as of the date the statements were made.

We do not undertake and specifically decline any obligation to update any forward-looking statements.

Any information contained on our website www.alt5sigma.com or any other websites referenced in this Form 10-K are not part of this Form 10-K.

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

In addition, through our sale of subsidiaries ARCA Recycling, Connexx, and ARCA Canada and the assets of GeoTraq Inc., we have exited these legacy businesses;

Consequently, the results for these businesses are reported as discontinued operations for the years ended December 28, 2024 and December 30, 2023.

We operate three reportable segments:

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

a description of our significant accounting policies and an understanding of the significant factors that influenced our performance

during the fiscal year ended December 27, 2025, this “Management’s Discussion and Analysis of Financial Condition and Results

of Operations” (hereafter referred to as “MD&A”) should be read in conjunction with the consolidated financial

statements, including the related notes, appearing in Part II, Item 8 of this 10-K for the fiscal year ended December 27, 2025.

about Forward-Looking Statements

Form 10-K contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A

of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which involve risks and

uncertainties.

You can identify forward-looking statements because they contain words such as “believes,” “expects,”

“may,” “will,” “should,” “seeks,” “approximately,” “intends,”

“plans,” “estimates”, or “anticipates” or similar expressions that concern our strategy, plans or

Any statements we make relating to our future operations, performance and results, and anticipated liquidity are forward-looking

All forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual

results may differ materially from those we expected.

We derive most of our forward-looking statements from our operating budgets and

forecasts, which are based upon many detailed assumptions.

While we believe that our assumptions are reasonable, we caution that it is

very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect

our actual results.

addition, the foregoing factors may generally affect our business, results of operations and financial position.

Forward-looking statements

speak only as of the date the statements were made.

We do not undertake and specifically decline any obligation to update any forward-looking

Any information contained on our website www.alt5sigma.com or any other websites referenced in this Form 10-K are not part

of this Form 10-K.

our Fintech segment, we provide next generation blockchain-powered technologies to enable a migration to a new global financial paradigm,

and, through our Biotechnology segment, we are focused on finding treatments for conditions that cause chronic pain and bringing to market

drugs with non-addictive and non-sedative pain-relieving properties.

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

Fintech segment provides next-generation blockchain-powered technologies for tokenization, trading, clearing, settlement, payment, and

safe-keeping of digital assets.

Biotechnology

Our Biotechnology segment is focused on finding treatments for conditions that cause severe pain and bringing to market drugs with non-addictive pain-relieving properties.

We have previously announced our intention to capitalize a subsidiary with certain of our biotechnology assets, acquire an additional biotechnology asset, and then engage in a financing of that subsidiary.

The short-term intended result of that series of transactions would be for to decouple it from us so that it would operate on a stand-alone basis.

• Corporate and Other:

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

Reporting Period.

Biotechnology segment is focused on finding treatments for conditions that cause severe pain and bringing to market drugs with non-addictive

pain-relieving properties.

We have previously announced our intention to capitalize a subsidiary with certain of our biotechnology assets,

acquire an additional biotechnology asset, and then engage in the financing of that subsidiary.

The short-term intended result of that

series of transactions would be to decouple it from us so that it would operate on a stand-alone basis.

The Biotech segment is being presented as a discontinued operation for the years ended December 27, 2025 and December 28, 2024

(see Note 4 of our Condensed Consolidated Financial Statements).

In August 2025, the Company closed a $1.5 billion registered direct offering

and concurrent private placement – led by World Liberty Financial, Inc.

– to support our WLFI Treasury Strategy.

the Company acquired a significant position in WLFI, the native governance token of the World Liberty Financial ecosystem.

WLFI is a digital asset that is designed to provide governance functions

within the World Liberty Financial ecosystem.

With a fixed maximum supply of 100 billion tokens, WLFI powers decentralized lending, borrowing,

staking, and governance within a rapidly growing DeFi platform.

A core driver of WLFI’s value is its economic linkage to USD1, the

ecosystem’s flagship U.S.

dollar-pegged stablecoin.

USD1 is issued on a basis intended to be fully reserved, audited, and redeemable.

USD1 aims to establish itself as a primary medium of exchange for institutions and consumers alike.

Increased adoption of USD1 directly

accrues value to WLFI holders through protocol fees, governance rights, and ecosystem growth.

We currently intend to integrate WLFI into our existing payment and trading

infrastructure, which serves clients in North America, Europe, and Asia.

Our vision includes collaborating with WLFI to help enable everyday

commerce – such as retailers accepting WLFI or USD1, with instant fiat conversion, cross-border B2B settlements, and tokenized assets

settled using WLFI and/or USD1 as the medium of exchange.

policy remains a committed long-term approach, with future acquisitions funded through operating cash flows, structured debt, and selective

capital raises.

Sales are restricted to liquidity requirements or material portfolio rebalancing events.

Corporate and Other segment consists of WLFI assets, including any additions, redemptions, or mark-to-market changes in value, which

are recorded within the Company’s Corporate and Other segment.

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

We report on a 52- or 53-week fiscal year.

Our 2025 fiscal year ended on December 27, 2025 (“fiscal 2025”).

Our 2023 fiscal year ended on December 30, 2023 (“fiscal 2023”).

Application of Critical Accounting Policies

Our discussion of the financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States.

The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of any contingent assets and liabilities at the date of the financial statements.

Management regularly reviews its estimates and assumptions, which are

based on historical factors and other factors believed to be relevant under the circumstances.

fiscal year ended on December 28, 2024 (“fiscal 2024”).

of Critical Accounting Policies

discussion of the financial condition and results of operations is based upon our consolidated financial statements, which have been

prepared in conformity with accounting principles generally accepted in the United States.

The preparation of our consolidated financial

statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues

and expenses, and related disclosure of any contingent assets and liabilities at the date of the financial statements.

Management regularly

reviews its estimates and assumptions, which are based on historical factors and other factors believed to be relevant under the circumstances.

Actual results may differ from these estimates under different assumptions, estimates or conditions.

Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties and potentially result in materially different results under different assumptions and conditions.

Critical accounting policies include intangible impairment under ASC 350, revenue recognition under ASC 606, and going concern under ASC 205.

Results of Operations

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

accounting policies are defined as those that are reflective of significant judgments and uncertainties and potentially result in materially

different results under different assumptions and conditions.

Critical accounting policies include intangible impairment under ASC 350,

and revenue recognition under ASC 606.

evaluate the performance of our operations based on financial measures such as “Adjusted EBITDA”, which is a non-U.S.

financial measure.

We define Adjusted EBITDA as net income (loss) before interest expense, interest income, income taxes, depreciation,

amortization, stock-based compensation, and other non-cash or nonrecurring charges.

We believe that Adjusted EBITDA is an important indicator

of the operational strength and performance of the business, including the business’s ability to fund acquisitions and other capital

expenditures, and to service its debt.

Additionally, this measure is used by management to evaluate operating results and perform analytical

comparisons and identify strategies to improve performance.

Adjusted EBITDA is also a measure that is customarily used by financial analysts

to evaluate a company’s financial performance, subject to certain adjustments.

Adjusted EBITDA does not represent cash flows from

operations, as defined by U.S.

GAAP, and should not be construed as an alternative to net income or loss and is indicative neither of

our results of operations, nor of cash flows available to fund all our cash needs.

It is, however, a measurement that we believe is useful to investors in analyzing our operating performance.

Accordingly, Adjusted EBITDA should be considered in addition to, but not as a substitute for, net income, cash flow provided by operating

activities, and other measures of financial performance prepared in accordance with U.S.

As companies often define non-U.S.

financial measures differently, Adjusted EBITDA, as calculated by the Company, should not be compared to any similarly titled measures

reported by other companies.

Adjusted EBITDA

(Discontinued Operations)

Reportable Segments

Income (loss) before income taxes

Interest expense, net

Depreciation and amortization

Stock based compensation

Unrealized loss on cryptocurrency assets

Other adjustments

Adjusted EBITDA

of Operations

following table sets forth certain statement of operations items from continuing and discontinued operations and as a percentage of revenue,

for the periods indicated (in $000’s):

Fiscal Year Ended

December 28, 2024 Fiscal Year Ended

December 27, 2025

Fiscal Year Ended

December 28, 2024

Statement of Operations Data:

Revenue $ 12,532 $ —

Cost of revenue

Gross profit 6,294 —

Selling, general and administrative expenses

1 unchanged sentence

Operating loss

Interest (expense) income, net (879) 2,250

Gain on litigation settlement 374 —

Interest expense, net

Realized (loss) gain on exchange transactions

Unrealized loss on marketable securities

Other income, net (161) 998

Unrealized loss on cryptocurrency assets

Unrealized gain on exchange transactions

Other expense, net

Net loss before provision for income taxes

Income tax benefit (3,041) (429)

Income tax expense (benefit)

Net loss income from continuing operations

Income from discontinued operations — 10,254

Income tax provision for discontinued operations — 971

Net income from discontinued operations — 9,283

Net loss $ (6,245) $ (7,812)

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

Loss from discontinued operations

Income tax benefit from discontinued operations

Net (loss) income from discontinued operations

following tables set forth revenues for key product and service categories, percentages of total revenue and gross profits earned by

key product and service categories and gross profit percent as compared to revenues for each key product category indicated (in $000’s):

Fiscal Year Ended

December 28, 2024 Fiscal Year Ended

December 27, 2025

Revenue Percent

Fintech $ 12,532 100 % $ — — %

Biotech — — % — — %

Fiscal Year Ended

December 28, 2024

Corporate and other

Discontinued operations — — % 3,795 100 %

Total revenue

Fiscal Year Ended

December 28, 2024 Fiscal Year Ended

December 27, 2025

Profit % Gross

Fintech $ 6,294 50 % $ — — %

Biotech — — % — — %

Fiscal Year Ended

December 28, 2024

Corporate and other

Discontinued operations — — % (197) (5) %

Total gross profit

Revenue increased by approximately $8.8 million for the fiscal year ended December 28, 2024, as compared to the year ended December 30, 2023.

The increase is due to the acquisition of ALT5 Subsidiary during May 2024, partially offset by no revenue from discontinued operations for the fiscal year ended December 28, 2024.

Gross profit increased by approximately $6.5 million for the fiscal year ended December 28, 2024, as compared to the year ended December 30, 2023.

The increase is due to the acquisition of ALT5 Subsidiary during May 2024, partially offset by no revenue from discontinued operations for the fiscal year ended December 28, 2024.

Selling, General and Administrative Expense

Selling, general and administrative expenses from continuing operations increased by approximately $7.6 million for the fiscal year ended December 28, 2024, as compared to the year ended December 30, 2023, primarily due to the acquisition of ALT5 Subsidiary during May 2024, increased amortization costs relating to the Soin intangibles in our Biotech segment, and increased stock-based compensation expense related to grants of RSU's, as well as costs for professional services in our Corporate and Other segment.

Impairment Charges

Impairment charges recorded during the fiscal year ended December 30, 2023 were approximately $15.1 million.

These charges relate to the full impairment of the VM7 and SPYR notes receivable of approximately $5.3 million and $9.8 million, respectively (See Note 9 of the Consolidated Financial Statements).

No impairment charges were recorded during the fiscal year ended December 28, 2024.

Interest Income (Expense), net

Interest expense, net, was approximately $880,000 for the fiscal year ended December 28, 2024, as compared to interest income, net, of approximately $2.3 million for the year ended December 30, 2023.

The change was primarily due to no longer accreting the discounts in connection with the promissory note with SPYR and the receivable from VM7,

promissory notes entered into during the year ended December 28, 2024, as well as the acquisition of ALT5 Subsidiary during May 2024.

Gain on Sale of the Recycling Subsidiaries

During the fiscal year ended December 30, 2023, we recorded a gain on the sale of the Recycling Subsidiaries of approximately $12.1 million from discontinued operations.

See Note 4 of the Consolidated Financial Statements.

Unrealized Loss on Marketable Securities

Unrealized loss on marketable securities for the fiscal year ended December 28, 2024 was approximately $1.1 million, as compared to a loss of approximately $925,000 for the fiscal year ended December 30, 2023.

An unrealized gain or loss on marketable securities is recorded to mark to fair value securities received in connection to the sale of GeoTraq.

Results of Operations by Segment

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

Fiscal Year Ended December 28, 2024 Fiscal Year Ended December 30, 2023

Fintech Biotech Corporate and other Discontinued Operations Total Fintech Biotech Corporate and other Discontinued Operations Total

Revenue $ 12,532 $ — $ — $ — $ 12,532 $ — $ — $ — $ 3,795 $ 3,795

increased by approximately $13.0 million for the fiscal year ended December 27, 2025, as compared to the year ended December 28, 2024.

The increase is due to the acquisition of ALT5 Subsidiary during May 2024, as well as the acquisition of Mswipe during May 2025.

profit increased by approximately $4.6 million for the fiscal year ended December 27, 2025, as compared to the year ended December 28,

The increase is due to the acquisition of ALT5 Subsidiary during May 2024, as well as the acquisition of Mswipe during May 2025.

General and Administrative Expense

general and administrative expenses from continuing operations increased by approximately $20.5 million for the fiscal year ended December

27, 2025, as compared to the year ended December 28, 2024, primarily due to the acquisitions of ALT5 Subsidiary in May 2024 and

Mswipe in May 2025, as well as higher bad debt and legal expenses and increased stock-based compensation from RSU grants.

expense, net, was approximately $3.9 million for the fiscal year ended December 27, 2025, as compared to approximately $1.2 million for

the year ended December 28, 2024.

The change was primarily driven by the acquisition of ALT5 Subsidiary in May 2024, as well as

higher average debt balances during the period.

Loss on Marketable Securities

loss on marketable securities for the fiscal year ended December 28, 2024 was approximately $1.2 million.

Unrealized gains or losses

on marketable securities reflect the mark-to-fair-value adjustment for securities received in connection with the sale of GeoTraq.

such transactions occurred during the fiscal year ended December 27, 2025.

Loss on Cryptocurrency Assets

loss on cryptocurrency assets for the fiscal year ended December 27, 2025 was approximately $402.0 million.

An unrealized loss was recorded

to mark our WLFI tokens to fair value.

No such unrealized gain or loss was recorded during the fiscal year ended December 28, 2024.

report our business in the following segments:

Fintech, Biotechnology and Corporate and Other.

During fiscal 2025, the Company announced

its intent formally to separate its Biotechnology segment, also known as Alyea.

As a result, the Biotechnology segment is presented as

discontinued operations for the fiscal years ended December 27, 2025 and December 28, 2024.

of Operations by Segment

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

Fiscal Year Ended December 27, 2025

Fiscal Year Ended December 28, 2024

Biotech (Discontinued Operations)

Corporate and other

Biotech (Discontinued Operations)

Corporate and other

Cost of revenue

Gross profit 6,294 — — — 6,294 — — — (197) (197)

Selling, general and administrative expense

2 unchanged sentences

Operating (loss) income

Fintech Segment

Our Fintech segment consists of ALT5 Subsidiary, which was acquired during May 2024.

Fintech segment consists of ALT5 Subsidiary, which was acquired during May 2024, as well as Mswipe, which was acquired during May 2025.

Revenue for the fiscal year ended December 27, 2025 was approximately $24.8 million, and gross margin percentage was 41.0%.

Operating income for the fiscal year ended December 28, 2024 was approximately $900,000.

Biotech Segment

Our Biotech segment generated no revenue for the fiscal year ended December 28, 2024.

Selling, general and administrative expenses increased primarily due to increased amortization costs relating to the Soin intangibles.

Corporate and Other Segment

Our Corporate and Other segment generated no revenue for the fiscal year ended December 28, 2024.

Selling, general and administrative expenses increased primarily due to increased stock-based compensation expense related to grants of RSU's, as well as increased costs for professional services.

Discontinued Operations

Discontinued operations consist of our Recycling segment, which was disposed of effective March 1, 2023.

We had no discontinued operations for the fiscal year ended December 28, 2024.

Liquidity and Capital Resources

The accompanying financial statements have been prepared under the assumption that we will continue as a going concern.

Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

As of December 28, 2024, our cash on hand was approximately $7.2 million.

We intend to raise funds to support future development of JAN 123 either through capital raises or structured arrangements, which would include effectuating our previously announced intention to capitalize a subsidiary with certain of our biotechnology assets, acquire an additional biotechnology asset, and then engage in a financing of that subsidiary.

The short-term intended result of that series of

transactions would be for us to own a controlling interest in that subsidiary, but to decouple it from us so that it would operate on a stand-alone basis, although its financial statements would continue to be consolidated with ours for as long as we have a controlling interest.

Our ability to continue as a going concern is dependent upon the success of future capital raises or structured settlements and cash flows from the acquisition of ALT5 Subsidiary to fund the required testing to obtain FDA approval of JAN 123, as well as to fund our day-to-day operations.

The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.

While we will actively pursue these additional sources of financing, management cannot make any assurances that such financing will be secured.

During the fiscal year ended December 28, 2024, cash provided by operations was approximately $1.8 million, compared to cash provided by operations of approximately $855,000 during the fiscal year ended December 30, 2023.

Cash provided by operating activities from discontinued operations during the fiscal year ended December 30, 2023 was approximately $2.3 million.

We had no discontinued operations during the fiscal year ended December 28, 2024.

The change in cash was primarily due to results of operations as discussed above.

Cash provided by investing activities was approximately $5.9 million for the fiscal year ended December 28, 2024, compared to cash used in investing activities of approximately $156,000 for the fiscal year ended December 30, 2023.

Cash provided by investing activities for the fiscal year ended December 28, 2024 was related to cash acquired in the acquisition of ALT5 Subsidiary, while cash used in investing activities for the fiscal year ended December 30, 2023 was all associated with discontinued operations and was related to purchases of property and equipment.

Cash provided by financing activities was approximately $6.1 million for the fiscal year ended December 28, 2024, and relates to proceeds from notes payable, proceeds from equity financing and warrants exercised, and proceeds from related party notes payable, partially offset by payments on notes payable, as well as payments on related party notes payable.

Cash provided by financing activities was approximately $777,000 for the fiscal year ended December 30, 2023.

Cash used in financing activities from discontinued operations for the fiscal year ended December 30, 2023 was approximately $2.2 million and was primarily due to the repayment of debt obligations in the amount of approximately $7.3 million, partially offset by proceeds from the issuance of debt obligations of approximately $5.1 million.

Sources of Liquidity

We acknowledge that we continue to face a challenging competitive environment as we continue to focus on our overall profitability, including managing expenses.

We reported a net loss of approximately $6.2 million for the fiscal year ended December 28, 2024, and net loss from continuing operations of approximately $17.1 million for the fiscal year ended December 30, 2023, for the reasons discussed above.

Additionally, the Company has total current assets of approximately $35.0 million and total current liabilities approximately of $40.9 million, resulting in a net negative working capital of approximately $5.9 million.

Cash provided operations was approximately $1.0 million.

Risk Factors, management has addressed and evaluated the risk factors that could materially and adversely affect the entity’s business, financial condition and results of operations, cash flows, and liquidity.

The Company has determined that the risk factors do not materially affect the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

Based on the above, management has concluded that the Company is not aware and did not identify any other conditions or events that would cause the Company to not be able to continue business as a going concern for the next 12 months.

Future Sources of Cash;

loss for the fiscal year ended December 27, 2025 was approximately $6.2 million.

and Other Segment

Corporate and Other segment generated no revenue for the fiscal year ended December 27, 2025.

Selling, general and administrative expenses

increased by approximately $9.6 million primarily due to increased costs for stock-based compensation and legal expenses, as well as

other professional services.

Segment (Discontinued Operations)

fiscal 2025, the Company announced its intent formally to separate its Biotechnology segment, also known as Alyea.

As a result, the Biotechnology

segment is presented as discontinued operations for the fiscal year ended December 27, 2025.

Selling, general and administrative expenses

increased over the prior year period primarily due to increases in professional fees and research and development costs.

EBITDA (Non-GAAP) Reconciliation

following table presents a reconciliation of net income to Adjusted EBITDA for the fiscal years ended December 27, 2025 and December

28, 2024 (in $000’s):

For the Year Ended

December 27, 2025

December 28, 2024

Net income (loss)

Depreciation and amortization

Stock-based compensation

Interest expense (income), net

Income tax expense (benefit)

Unrealized loss on marketable securities

Unrealized gain on exchange transactions

Realized loss (gain) on exchange transactions

Unrealized loss on cryptocurrency assets

Adjusted EBITDA

EBITDA decreased by approximately $13.9 million for the fiscal year ended December 27, 2025, as compared to the prior year period.

decrease was primarily due to the results of operations, as discussed above.

and Capital Resources

of December 27, 2025, our cash on hand was approximately $6.2 million.

Approximately $3.5 million of cash has been fully reserved in

connection with the legal matter, further described in Note 20 to the consolidated financial statements.

We intend to raise funds

to support future development of JAN123 either through capital raises or structured arrangements, which would include effectuating our

previously announced intention to capitalize a subsidiary with certain of our biotechnology assets, acquire an additional biotechnology

asset, and then engage in a financing of that subsidiary.

The short-term intended result of that series of transactions would be for

us to own a controlling interest in that subsidiary, but to decouple it from us so that it would operate on a stand-alone basis, although

its financial statements would continue to be consolidated with ours for as long as we have a controlling interest.

the fiscal year ended December 27, 2025, cash used in operations was approximately $7.2 million, compared to cash provided by operations

of approximately $1.8 million during the fiscal year ended December 28, 2024.

The decrease in cash was primarily due to results of operations

as discussed above.

There was no cash used in operating activities for discontinued operations during the fiscal years ended December

27, 2025 or December 28, 2024.

used in investing activities was approximately $706.6 million for the fiscal year ended December 27, 2025, compared to cash provided

by investing activities of approximately $5.9 million for the fiscal year ended December 28, 2024.

Cash used in investing activities

for the fiscal year ended December 27, 2025 was primarily the purchase of WLFI tokens, partially offset by tokens redeemed during the

period, while cash provided by investing activities for the fiscal year ended December 28, 2024 was related to cash acquired in the acquisition

of ALT5 Subsidiary.

There was no cash used in investing activities for discontinued operations during the fiscal years ended December

27, 2025 or December 28, 2024

provided by financing activities was approximately $716.8 million for the fiscal year ended December 27, 2025, and primarily relates

to proceeds received from equity financing and the issuance of notes payable, partially offset by cash paid for fees related to the equity

financing, cash paid for notes payable and related party notes payable.

Cash provided by financing activities was approximately $6.1

million for the fiscal year ended December 28, 2024, and relates to proceeds from notes payable, proceeds from equity financing and warrants

exercised, and proceeds from related party notes payable, partially offset by payments on notes payable, as well as payments on related

party notes payable.

There was no cash used in financing activities for discontinued operations during the fiscal years ended December

27, 2025 or December 28, 2024

acknowledge that we continue to face a challenging competitive environment as we continue to focus on our overall profitability, including

managing expenses.

We reported a net loss from continuing operations of approximately $341.5 million for the fiscal year ended December

27, 2025, and net loss from continuing operations of approximately $8.3 million for the fiscal year ended December 28, 2024, for the

reasons discussed above.

Additionally, the Company has total current assets of approximately $29.5 million and total current liabilities

approximately of $51.4 million, resulting in a net negative working capital of approximately $21.9 million.

Cash used in operations was

approximately $7.2 million.

Sources of Cash;

New Acquisitions, Products and Services

We acquired ALT5 Subsidiary during May 2024, as discussed above.

We may require additional debt financing and/or capital to finance new acquisitions or consummate other strategic investments in our business.

We currently expect that the biotechnology subsidiary transaction discussed above will allow us to finance our Phase IIb clinical trials, No assurance can be given any financing obtained may not further dilute or otherwise impair the ownership interest of our existing stockholders or our ownership interest in the to-be-effectuated biotechnology subsidiary.

Off Balance Sheet Arrangements

At December 28, 2024, we had no off-balance sheet arrangements, commitments or guarantees that require additional disclosure or measurement.

may require additional debt financing and/or capital to finance new acquisitions, conduct our Phase IIb clinical trials for our Biotechnology

segment, or consummate other strategic investments in our business.

No assurance can be given any financing obtained may not further

dilute or otherwise impair the ownership interest of our existing stockholders.

Balance Sheet Arrangements

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis