What changed in this filing

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Item 1A. Risk Factors

2026-03-31 compared with 2025-04-16 · 206 added, 63 removed, 691 unchanged (28% of the section changed)

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Risks Related to Our Business – General

We are a company with limited history and may not be able to continue to successfully manage our online businesses on a combined basis.

We may not be able to continue to successfully manage our online businesses on a combined basis.

We were incorporated on July 20, 2020, and have conducted operations since May 2019.

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Many of our online businesses have a limited operating history upon which investors can evaluate their future prospects.

Both our Company and many of our online businesses have a limited operating history upon which an evaluation of our online businesses and plans or performance and prospects can be made.

Many of our online businesses have a limited operating history upon which an evaluation of our online businesses and plans or performance and prospects can be made.

Our business and prospects must be considered in the light of the potential problems, delays, uncertainties and complications encountered in connection with newly established businesses.

The risks include, but are not limited to, the possibility that we will not be able to build a positive reputation with customers, distinguish ourselves from competitors, scale our business efficiently, maintain and expand our businesses relationships with suppliers and service vendors, respond to evolving industry standards and government regulation that impact our business and our online businesses, particularly in the areas of data collection and consumer privacy, prevent or mitigate failures or breaches of security, continue to expand our business internationally, and hire and retain qualified and motivated employees.

For example, during 2023, we closed our Digitallyapproved.com and Prettyneatcreative.com online businesses.

We cannot assure you that we can successfully address these challenges and if unsuccessful, our, financial condition and operating results could be materially and adversely affected.

Revision of previously issued consolidated financial statements.

During the year ended December 31, 2024, the Company identified errors in its previously issued consolidated financial statements for the year ended December 31, 2023 related to the impairment of intangible assets and goodwill of certain recently acquired businesses.

These errors were a result of the Company revising the estimated cash flows used in its determination of the recoverability of the impaired assets as well as the sequencing of impairment testing thereby resulting in an understatement of impairment expense for the year ended December 31, 2023 and a subsequent overstatement of amortization expense in each of the quarters for the year ended December 31, 2024.

The errors noted above did not result in the 2023 financial statements being materially misstated.

However, in order to correctly reflect the errors in the appropriate period, management has revised the 2023 previously issued financial statements in this form 10-K.

See Note 1 of our accompanying audited financial statements Financial Statements .

We have incurred operating losses since our inception and we may continue to incur substantial operating losses for the foreseeable future.

We have incurred operating losses and experienced negative cash flow since our inception.

We incurred a net loss of $1,773,942 for the year ended December 31, 2024 and $9,150,066 for the year ended December 31, 2023.

We incurred a net loss of $2,540,368 and $1,773,942 for the year ended December 31, 2025 and December 31, 2024, respectively.

We may continue to incur operating losses through at least 2026.

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We cannot predict our future capital needs and we may not be able to secure additional financing.

We will need to raise additional funds in the future to fund our working capital needs and to fund further expansion of our business.

In October 2025 we raised $1.0 million in gross proceeds pursuant to a private offering consisting of units comprised of common stock and warrants to purchase common stock, and in November 2025 we issued senior secured convertible notes in the aggregate principal amount of $6.0 million (the “ Senior Secured Notes ”), but we will need to raise additional funds in the future to fund our working capital needs and to fund further expansion of our business.

Although Company has authorized senior secured convertible notes of the Company, in the aggregate original principal amount of up to $300,000,000, depending on a number of factors, we may not be able to nor desire to sell any additional authorized senior secured convertible notes.

We may require additional equity or debt financings, collaborative arrangements with corporate partners or funds from other sources for these purposes.

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If adequate funds are not available from operations or additional sources of financing, we may have to delay or scale back our growth plans.

The Senior Secured Notes provide the note holder with liens on substantially all of our assets and contains financial covenants and other restrictions on our actions, which may cause significant risks to our stockholders and may impact our ability to operate our business.

Any failure to meet our debt and other financial obligations or maintain compliance with related covenants could harm our business, financial condition, and results of operations.

On November 17, 2025, we issued the Senior Secured Notes in the aggregate principal amount of $6.0 million.

In connection with the securities purchase agreement (the “ Securities Purchase Agreement ”) with the buyer relating to the Senior Secured Notes and the issuance of the Senior Secured Notes, we entered into a Security and Pledge Agreement (the “ Security Agreement ”) with the lead buyers, in its capacity as collateral agent, pursuant to which we granted to the lead buyer, for the ratable benefit of the lead buyer and the other buyers, a valid, perfected and enforceable security interest in all personal property and assets of the Company and its subsidiaries, which assets include substantially all of the assets of the Company and certain of the Company’s subsidiaries.

Pursuant to terms of the Senior Secured Notes and the Security Agreement, we have granted liens on substantially all of our assets, as collateral, and have agreed to significant covenants, including covenants that materially limit our ability to take certain actions, including our ability to pay dividends on our common stock, make certain investments and other payments, incur additional indebtedness, encumber and dispose of assets and customary events of default, including failure to pay amounts due, breaches of covenants and warranties, material adverse effect events, certain cross defaults and judgements and insolvency.

For example, the Security Agreement contains restrictions on our ability to purchase or dispose of assets and have other affirmative and negative covenants that impact how we run our business.

A failure to comply with the covenants and other provisions of the Senior Secured Notes (and any additional senior secured convertible notes of the Company we may issue) and the Security Agreement, including any failure to make a payment when required, would generally result in events of default under such instruments.

Our ability to make scheduled payments on the Senior Secured Notes (and any additional senior secured convertible notes we may issue) and other financial obligations and comply with financial covenants depends on our financial and operating performance.

Our financial and operating performance will continue to be subject to prevailing economic conditions and to financial, business, and other factors, some of which are beyond our control.

Failure within any applicable grace or cure periods to make such payments, comply with the financial covenants, or any other non-financial or restrictive covenant, would create a default under the Senior Secured Notes (and any additional senior secured convertible notes of the Company we may issue).

Our cash flow and existing capital resources may be insufficient to repay our debt on each payment date and at maturity, in which case we would have to extend such payment date or maturity date, as applicable, or otherwise repay, refinance, and/or restructure the obligations under the Senior Secured Notes (and any additional senior secured convertible notes of the Company we may issue), including with proceeds from the sale of assets, and additional equity or debt capital.

If we are unsuccessful in obtaining such extension, or entering into such repayment, refinance, or restructure prior to any payment date or maturity, as applicable, or any other default existed under the Senior Secured Notes (and any additional senior secured convertible notes of the Company we may issue), the interest rate would increase during the period of such default, the note holder would have an option to convert all or any portion of the Senior Secured Notes (and any additional senior secured convertible notes of the Company we may issue) at a lower conversion price, and the note holder would have the right to require us to redeem all or any portion of the Senior Secured Notes (and any additional senior secured convertible notes of the Company we may issue) at a 120% redemption price, which would jeopardize our ability to continue our current operations and result in a material adverse effect on us.

Additionally, in connection with the Securities Purchase agreement, we issued rights to receive common stock (“ Rights ”) to the buyers of the Senior Secured Notes and we entered into a registration rights agreement (“ Registration Rights Agreement ”) with the buyers of the Senior Secured Notes whereby we agreed to register with the U.S.

Securities and Exchange Commission the shares of common stock received by the buyers pursuant to the Rights and upon conversion of the Senior Secured Notes.

The Registrations Rights Agreement contains certain covenants and other obligations that subject us to damages, including liquidated damages, if we breach such covenants or fail to fulfill such obligations.

Our failure to meet our obligations or maintain compliance with related covenants could harm our business, financial condition, and results of operations since such failures could cause us to utilize significant portions of our cash reserves and adversely affect our liquidity.

Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under the Senior Secured Notes when they come due.

On November 17, 2025, we issued the Senior Secured Notes in the aggregate principal amount of $6.0 million.

Our indebtedness could have significant negative consequences for our security holders and our business, results of operations and financial condition by, among other things:

increasing our vulnerability to adverse economic and industry conditions;

limiting our ability to obtain additional financing on acceptable terms or at all;

requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, which will reduce the amount of cash available for other purposes;

limiting our flexibility to plan for, or react to, changes in our business

diluting the interests of our existing stockholders as a result of issuing shares of our common stock upon conversion of the Senior Secured Notes and related Rights;

placing us at a possible competitive disadvantage with competitors that are less leveraged than us or have better access to capital.

Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves, to pay amounts due under the Senior Secured Notes and our cash needs may increase in the future.

We may not have the ability to raise the funds necessary to settle conversions of the Senior Secured Notes in cash or to repurchase the notes upon an event of default or a fundamental change.

Holders of our Senior Secured Notes will have the right, subject to certain conditions and exceptions, to require us to repurchase all or any portion of their notes upon the occurrence of an event of default or a fundamental change at a repurchase price equal to 120% of the principal amount of the Senior Secured Notes to be repurchased, plus accrued and unpaid interest, if any, and other penalties.

In addition, upon conversion of the Senior Secured Notes, unless the Senior Secured Noteholders elect to receive solely shares of our common stock to settle such conversion, we will be required to make cash payments with respect to the Senior Secured Notes being converted.

However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of the Senior Secured Notes surrendered therefor or pay cash with respect to the Senior Secured Notes being converted.

In addition, our ability to repurchase the Senior Secured Notes or to pay cash upon conversions of the Senior Secured Notes may be limited by law or by regulatory authority or otherwise.

Our failure to repurchase the Senior Secured Notes at a time when the repurchase is required by the Securities Purchase Agreement and the Senior Secured Notes or to pay any cash payable on future conversions of the Senior Secured Notes as required by the Securities Purchase Agreement and the Senior Secured Notes would constitute a default under the Securities Purchase Agreement and the Senior Secured Notes.

A default under the Securities Purchase Agreement and the Senior Secured Notes or the fundamental change itself could also lead to a default under other agreements we are subject to.

If the repayment of the other related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the Senior Secured Notes or make cash payments upon conversions thereof.

We are currently in default pursuant to the Senior Secured Notes and Registration Rights Agreement.

The Senior Secured Notes and Registration Rights Agreement contain certain covenants that we did not meet, which caused the triggering of certain events of default as more fully described in the Senior Secured Notes and Registration Rights Agreement.

Our breach of such covenants included our failure to settle our Eastern Standard Note for common shares, our failure to have an registration statement covering the shares of common stock underlying the Senior Secured Notes declared effective within a certain timeframe, and our failure to pay to the Senior Secured Noteholders a percentage of net proceeds received pursuant to the sale of certain assets, all as more fully described in the Senior Secured Notes and Registration Rights Agreement.

As a result, the Senior Secured Noteholders are entitled to:

(i) 62.5% of the net proceeds from the sale of our Mightydeals.com business, (ii) redeem all, or any portion, of the Senior Secured Notes in cash at any time, (iii) adjust the conversion price of the Senior Secured Notes from the initial $0.984 per share, subject to adjustment, to an alternate conversion price, which shall remain in effect during the occurrence and continuance of an event of default, which is equal to 85% of the lowest VWAP of our common stock of any trading day during the twenty (20) consecutive trading day period ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable conversion notice, and (iv) approximately $400,000 in liquidated damages.

As of March 31, 2026, the Senior Secured Noteholders have not exercised any default remedies that they are entitled to and we are currently negotiating a waiver with the Senior Secured Noteholders to waive the default remedies described in items (i), (ii) and (iv) above.

No assurances can be made;

however, that any or all of the default remedies described above will be waived by the Senior Secured Noteholders or that any waiver of any or all of the default remedies described above will occur at all.

Certain provisions in the Securities Purchase Agreement and the Senior Secured Notes may delay or prevent an otherwise beneficial takeover attempt of us.

Certain provisions in the Securities Purchase Agreement and the Senior Secured Notes may make it more difficult or expensive for a third party to acquire us.

For example, the Securities Purchase Agreement and the Senior Secured Notes require us to repurchase the Senior Secured Notes upon the occurrence of an event of default or a fundamental change at a cash repurchase price equal to 120% of the principal amount of the Senior Secured Notes to be repurchased, plus accrued and unpaid interest, if any, and other potential penalties, and to increase the conversion rate for a holder that converts its Senior Secured Notes in connection with such a transaction.

As a result, a takeover of us could make it more costly for a potential acquirer to engage in such takeover.

Such additional costs may have the effect of delaying or preventing a takeover of us that would otherwise be beneficial to investors.

If we fail to retain certain of our key personnel and attract and retain additional qualified personnel, we might not be able to pursue our growth strategy.

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Risks Related to Our Business – Primary Risk Factors Related to Our Specific Online Businesses

Revenuzen.com

EasternStandard.com

Economic Downturn Impact .

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Technology developments may reduce the demand for human-led digital marketing services, reducing the need to engage marketing agencies, which could in turn negatively impact the Company’s revenue.

Mightydeals.com

Further changes to email privacy laws .

A large part of our Mightydeals.com business generation comes from its approximate one million member email list.

Recently Apple has made changes to privacy regarding email, in particular open-rates.

This has made it more difficult to accurately gauge who is opening our Mightydeals.com emails, but hasn’t changed our ability to message our audience.

Should Apple, or any other company, make further changes to email privacy/deliverability, this could negatively impact the website’s ability to message its subscribers, which in turn could negatively impact the website’s revenue generation.

Inability to find Vendors to partner with .

Our Mightydeals.com business model relies upon partnering with vendors of graphic design products (such as fonts).

If Mightydeals.com can’t continue to partner with vendors, it may not have as many deals to run.

Without new deals to onboard onto the platform, it cannot generate revenue from selling deals.

Pace Generative

AI Search Platform Algorithm and Policy Changes.

Pace Generative's services depend on AI platforms citing and referencing its clients' content when generating responses.

If major AI platforms alter how they select, surface, or attribute sources, or reduce the use of external citations altogether, Pace Generative's ability to deliver measurable results for clients could diminish, which could in turn negatively affect client retention and the Company's revenue.

Nascent Generative Engine Optimization Market.

Pace Generative operates in the emerging Generative Engine Optimization (GEO) market, which helps brands gain visibility in AI-powered search platforms such as ChatGPT, Perplexity, and Google's AI Overviews.

Because this market is still in its early stages, there is no guarantee that demand for GEO services will grow as anticipated.

If businesses do not prioritize AI search visibility, or if the shift from traditional search to AI-generated answers occurs more slowly than expected, Pace Generative's revenue could be negatively impacted.

Vital-Reaction.com

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Email and Facebook Advertising Changes .

As with Mightydeals.com, Vital-Reaction.com generates a large portion of its revenue through email and Facebook marketing efforts.

Vital-Reaction.com generates a large portion of its revenue through email and Facebook marketing efforts.

As privacy rules change, enforced by Apple in particular, its ability to generate web traffic, and therefore customers, can be negatively impacted.

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As with our other online businesses, the changes to email marketing and iOS privacy rules could impact FishKeepingWorld.com’s email marketing efforts, which accounts for around 5% of the overall revenue.

Asubtlerevelry.com

Google Traffic Changes .

Currently a significant portion of web traffic to Asubtlerevelry.com is derived from its high rankings in Google search.

Google regularly makes changes to its ranking algorithm, and any one change could negatively impact the website’s rankings and lead to a loss of traffic, which in turn could negatively impact the website’s revenue generation.

Display Advertising .

The Asubtlerevelry.com website currently generates 99% of its income from display advertising.

If the display advertising revenue model should experience a significant decline, then Asubtlerevelry.com’s revenue would significantly decline.

Wowfreestuff.co.uk

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In the event certain brands are no longer offered or fewer new brands come to market, the website could experience a loss of traffic, which in turn could negatively impact the website’s revenue generation.

Perfectdogbreeds.com

Google Traffic Changes .

Currently a significant portion of web traffic to Perfectdogbreeds.com is derived from its high rankings in Google search.

Display Advertising .

The Perfectdogbreeds.com website currently generates 99% of its income from display advertising.

If the display advertising revenue model should experience a significant decline, then the website’s revenue would significantly decline.

Craftwhack.com – Managed Property

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As a result of these factors, we may be forced to later write-down or write-off assets or incur impairment or other charges that could result in our reporting losses.

For example, during the year ended December 31, 2023, after taking into account the lower than expected performances of the following businesses and the rising interest rates, the Company recognized impairment losses of $2,642,649 related to the BCP Media Acquisition, $580,284 related to the BWPS Acquisition, and $903,897 related to the SEO Butler Acquisition, $700,000 related to Mighty Deals website domains and $84,000 related to Pretty Neat Creative, operating under Onfolio Crafts LLC, and $105,937 related to various website domains operating under Onfolio Assets LLC for total aggregate impairment expense $5,016,765.

Management has a process to evaluate the viability and profitability of each business.

If and when management concludes that a business has a significantly reduced future value, management will assess the asset for possible impairment in the quarter management reaches that conclusion.

The Company did not incur similar impairment costs during the year ended December 31, 2024.

During the year ended December 31, 2025, the Company recognized impairment losses of approximately $217,000 related to allthingsdogs.com and approximately $223,000 related to DDS Rank, respectively.

So, even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis.

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If we were unable to do so, we may be unable to complete the acquisition transaction, or, if we complete the acquisition transaction, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.

Risks Related to our Digital Assets Treasury Strategy

Our investments in digital assets subject us to significant volatility and potential losses.

We have used approximately $2.44 million of the net proceeds from the Senior Secured Notes to purchase digital assets, including Ethereum, Solana and Bitcoin.

Digital assets are highly volatile and have experienced significant price fluctuations over short periods of time.

As a result, the value of our holdings may decline materially, which could require us to recognize impairment charges or realized losses and could adversely affect our financial condition and results of operations.

The digital asset market is relatively new and operates with limited regulatory oversight compared to traditional financial markets.

Prices may be influenced by factors beyond our control, including regulatory developments, market sentiment, technological changes, cybersecurity incidents, and the financial condition or failure of major market participants.

In addition, digital assets may be less liquid than other investments, and we may be unable to sell our holdings at favorable prices, or at all, during periods of market disruption.

Accordingly, our digital asset strategy exposes us to risks that could materially and adversely impact our business and financial results.

We face risks relating to the custody and security of our digital assets , including the potential loss or compromise of private keys and cyberattacks.

We hold digital assets, including Ethereum, Solana and Bitcoin, with third-party custodians that are responsible for safeguarding the associated private keys.

The insurance maintained by such custodians, if any, may cover only a limited portion of the value of our digital asset holdings, and there can be no assurance that such coverage will be adequate or maintained.

Digital assets are controllable only by the holder of the applicable public and private keys.

While public keys are recorded on the blockchain, private keys must be securely maintained to prevent unauthorized access.

If the private keys associated with our digital asset holdings are lost, destroyed, or otherwise compromised, and no backup is available, we may permanently lose access to some or all of our digital assets.

In addition, digital asset custodians, wallets and related technologies have been subject to cyberattacks, security breaches and other malicious activities, and may be vulnerable to future incidents.

Any such loss, theft or compromise could result in significant financial loss and materially and adversely affect our business and financial condition .

Our increased digital assets holdings have required substantial changes in our day-to-day operations and have exposed and continue to expose us to significant operational risks.

Our increased digital assets holdings since the third quarter of 2025 exposed, and continues to expose, us to significant operational risks.

Digital assets’ PoS consensus mechanism requires that we operate validator nodes, employ secure key management and implement slashing protection.

It also requires that we maintain constant up time to ensure that we are eligible for staking rewards and to avoid penalties.

In addition, the digital assets ecosystem rapidly evolves, with frequent upgrades and protocol changes that may require significant adjustments to our operational setup.

The upgrades and protocol changes may require that we incur unanticipated costs and it could cause temporary service disruptions.

We may also need to employ third-party service providers in our operations, which may introduce risks outside of our control, including significant cybersecurity risks.

Any of these operational risks could materially and adversely affect our ability to execute our digital assets strategy and may prevent us from realizing positive returns and could severely hurt our financial condition.

Our c ommon s tock may trade at a substantial premium or discount to the value of the digital assets we hold, and our stock price may be more volatile than the price of digital assets .

The market price of our common stock reflects many factors that do not affect the spot price of our digital assets and may therefore diverge materially—positively or negatively—from the per-share value of our digital assets holdings (net of cash, other assets and liabilities).

These factors include, among others:

our corporate-level expenses;

the timing, size and pricing of equity or debt financings (including at-the-market offerings or convertible securities), equity awards and other sources of dilution;

expectations about our future purchases or sales of digital assets, staking activity or special distributions;

our liquidity, public float, short interest and securities lending/borrow dynamics;

the availability and pricing of exchange-listed alternatives (such as exchange-traded products holding digital assets) and differences between those vehicles and a corporate issuer (including the absence in our case of an in-kind creation/redemption mechanism that can reduce premiums/discounts);

differences in trading hours and market microstructure between our common stock and spot markets for digital assets;

changes in index inclusion, analyst coverage or investor sentiment toward us as an operating company;

our corporate governance, financial reporting and any actual or perceived operational, custody, technology or regulatory risks specific to us;

and broader equity-market conditions independent of crypto-asset markets.

As a result, our stock may trade at a premium or discount to the value of our digital assets holdings for extended periods, and may be more volatile than the price of our digital assets .

Accordingly, investors could lose all or a substantial part of their investment even if the market price of our digital assets does not decline, and may not benefit commensurately from increases in the market price of our digital assets .

Digital assets have a limited operating history and are highly volatile, and volatility in the price of our digital assets could materially adversely affect our financial results and the market price of our common stock.

Digital assets are a highly volatile asset, and fluctuations in the prices of digital assets are likely to influence our financial results and the market price of our common stock.

The market value of digital assets is not related to any specific company, government or asset.

The valuation of digital assets depends on a number of factors, including future expectations for the value of the digital asset networks, the number of digital assets transactions and the overall usage of digital assets as an asset.

A significant portion of digital assets’ value is speculative and depends on factors such as expectations regarding the digital asset networks, transaction activity and broader adoption, which contributes to price volatility.

Our digital asset treasury strategy has a limited operating history and may not perform as we expect across different market conditions.

If the price of our digital assets decreases materially or we are unable to execute our treasury strategy (including acquiring, holding, and staking our digital assets) as intended, our financial condition, results of operations, and the market price of our common stock could be materially adversely affected.

Our ability to pursue this strategy also depends, in significant part, on our ability to raise capital on acceptable terms.

Our financial results and the market price of our common stock would be adversely affected, and our business and financial condition would be negatively impacted if the price of our digital assets decreased substantially, including as a result of:

decreased user and investor confidence in digital assets, including due to the various factors described herein;

investment and trading activities, such as (i) trading activities of highly active retail and institutional users, speculators, miners and investors;

(ii) actual or expected significant dispositions of digital assets by large holders, including the expected liquidation of digital assets associated with entities that have filed for bankruptcy protection and the transfer and sale of digital assets associated with significant hacks, seizures, or forfeitures;

and (iii) actual or perceived manipulation of the spot or derivative markets for digital assets or spot digital assets exchange-traded products (“ ETPs ”);

negative publicity, media or social media coverage, or sentiment due to events in or relating to, or perception of, digital assets or the broader digital assets industry, for example, (i) public perception that digital assets can be used as a vehicle to circumvent sanctions, including sanctions imposed on Russia or certain regions related to the ongoing conflict between Russia and Ukraine, or to fund criminal or terrorist activities, such as the purported use of digital assets by Hamas to fund its terrorist attack against Israel in October 2023;

(ii) expected or pending civil, criminal, regulatory enforcement or other high profile actions against major digital asset participants;

(iii) additional filings for bankruptcy protection or bankruptcy proceedings of major digital asset industry participants, such as the bankruptcy proceeding of FTX Trading and its affiliates;

(iv) the actual or perceived environmental impact of digital assets and related activities, including environmental concerns raised by private individuals, governmental and non-governmental organizations, and other actors related to the energy resources consumed in the digital assets related processes;

and (v) changes in government regulations;

changes in consumer preferences and the perceived value or prospects of digital assets;

a decrease in the price of other digital assets, including stablecoins, or the crash or unavailability of stablecoins that are used as a medium of exchange for digital assets purchase and sale transactions to the extent the decrease in the price of such other digital assets or the unavailability of such stablecoins may cause a decrease in the price of our digital assets or adversely affect investor confidence in digital assets generally;

macroeconomic changes, such as changes in the level of interest rates and inflation, fiscal and monetary policies of governments, trade restrictions, and fiat currency devaluations;

changes in national and international economic and political conditions, including, without limitation, federal government policies, trade tariffs and trade disputes, the adverse impacts attributable to the current conflict between the U.S/Israel and Iran, Russia and Ukraine and the economic sanctions adopted in response to the conflict, the broadening of the U.S/Israel and Iran conflict to other countries in the Middle East and the ongoing situation in Venezuela.

Security breaches or cyberattacks could result in loss of our digital assets .

Substantially all of the digital assets we own are held in custody accounts at institutional-grade digital asset custodians.

Security breaches and cyberattacks are of particular concern with respect to our digital assets activities.

A successful security breach or cyberattack could result in:

a partial or total loss of our digital assets in a manner that may not be covered by insurance or the liability provisions of the custody agreements with the custodians who hold our digital assets or other agreements with third-party platforms and service providers;

harm to our reputation and brand;

improper disclosure of data and violations of applicable data privacy and other laws;

or significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, contractual and financial exposure.

In addition, the digital asset networks and the digital asset service providers we rely on depend on Internet connectivity and the integrity of Internet routing.

Denial-of-service attacks can cause temporary delays in block creation and transfers.

Border gateway protocol hijacking, or BGP hijacking, may allow an attacker to intercept or reroute traffic, isolate portions of the network, and increase the risk of double-spending or other security failures.

Any such disruption could impair our ability to transfer our digital assets, disrupt staking or other treasury activities, reduce confidence in digital assets, and adversely affect the price of our digital assets and the market price of our common stock.

Cyberattacks are increasing in frequency, persistence, and sophistication, including by well-funded and organized groups and state actors.

The methods used to obtain unauthorized access to systems and information, disrupt services, or sabotage operations evolve rapidly and may be difficult to detect, and attacks may target our systems or those of our third-party service providers and partners.

We may experience breaches due to human error, malfeasance, insider threats, or system vulnerabilities, including through hacking, social engineering, phishing, and fraud.

Certain threats may remain dormant or undetected for extended periods, and remote-work arrangements and geopolitical conflicts may increase cybersecurity risks.

Digital asset transactions generally are not reversible without the consent and active participation of the recipient (or, in theory, control or consent of a majority of the network’s processing power).

As a result, if unauthorized parties obtain access to our digital assets, compromise private keys or other credentials, or effect an unauthorized or erroneous transfer, whether through compromise of our systems or those of our custodians, staking providers, execution partners, or other third parties, we may be unable to recover the affected digital assets , or otherwise unwind or remediate unauthorized or erroneous transactions in a timely manner.

Any such loss could materially and adversely affect our business, financial condition, and results of operations.

A “fork” in the network protocols could adversely affect the value of our digital assets holdings .

The digital asset networks operate using open-source protocols, meaning that any user can become a node and participating in the network, and no permission of a central authority or body is needed to do so.

In addition, anyone can propose a modification to a network’s source code and then propose that the respective network community support the modification.

These proposed modifications to the network’s source code, if adopted, can lead to forks.

Forks in the digital asset protocols may lead to disruptions, security risks or declines in our digital assets value.

A “fork” occurs when a change to the digital asset network’s source code creates two incompatible versions of the blockchain, resulting in separate networks.

Forks may be planned ( e.g.

, upgrades to the Ethereum protocol like the Merge or Dencun) or unplanned ( e.g.

, due to software bugs or validator disagreement).

Planned forks are designed to improve performance or introduce new features, but they may introduce bugs, security vulnerabilities, or unexpected economic consequences.

Unplanned forks can arise from client software inconsistencies or protocol failures, causing network instability or fragmentation.

In either case, forks may result in operational outages, user confusion, replay attacks and reduced validator participation, all of which could adversely affect the price of our digital assets.

Our digital assets holdings, staking activities and related treasury strategy could be materially negatively impacted in the event of such a fork.

Risks Related to Information Technology Systems, Intellectual Property and Privacy Laws

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We also expect that there will continue to be new laws, regulations, and industry standards concerning privacy, data protection, and information security proposed and enacted in various jurisdictions.

For example, the California Consumer Privacy Act (“CCPA”), which came into force in 2020, provides new data privacy rights for California consumers and new operational requirements for covered companies.

Specifically, the CCPA mandates that covered companies provide new disclosures to California consumers and afford such consumers new data privacy rights that include, among other things, the right to request a copy from a covered company of the personal information collected about them, the right to request deletion of such personal information, and the right to request to opt-out of certain sales of such personal information.

For example, the California Consumer Privacy Act (“CCPA”), which came into force in 2020, provides data privacy rights for California consumers and operational requirements for covered companies.

Specifically, the CCPA mandates that covered companies provide disclosures to California consumers and afford such consumers data privacy rights that include, among other things, the right to request a copy from a covered company of the personal information collected about them, the right to request deletion of such personal information, and the right to request to opt-out of certain sales of such personal information.

The California Attorney General can enforce the CCPA, including seeking an injunction and civil penalties for violations.

The CCPA also provides a private right of action for certain data breaches that is expected to increase data breach litigation.

Additionally, a new privacy law, the California Privacy Rights Act (“CPRA”), was approved by California voters in the November 3, 2020 election.

The CPRA generally took effect on January 1, 2023 and significantly modifies the CCPA, including by expanding consumers’ rights with respect to certain personal information and creating a new state agency to oversee implementation and enforcement efforts, potentially resulting in further uncertainty and requiring us to incur additional costs and expenses in an effort to comply.

Some observers have noted the CCPA and CPRA could mark the beginning of a trend toward more stringent privacy legislation in the United States, which could also increase our potential liability and adversely affect our business.

For example, the CCPA has encouraged “copycat” or other similar laws to be considered and proposed in other states across the country, such as in Virginia, New Hampshire, Illinois and Nebraska.

This legislation may add additional complexity, variation in requirements, restrictions and potential legal risk, require additional investment in resources to compliance programs, could impact strategies and availability of previously useful data and could result in increased compliance costs and/or changes in business practices and policies.

Additionally, on January 1, 2023, the California Privacy Rights Act (“CPRA took effect and significantly modifies the CCPA, including by expanding consumers’ rights with respect to certain personal information and creating a new state agency to oversee implementation and enforcement efforts, potentially resulting in further uncertainty and requiring us to incur additional costs and expenses in an effort to comply.

In addition to California, the following states have enacted laws that are either currently in effect or becoming effective this year:

Virginia, Colorado, Connecticut, Utah, Texas, Oregon, Montana, Florida, Delaware, Iowa, Nebraska, New Hampshire, New Jersey, Tennessee, Minnesota, Maryland, Indiana, Kentucky, Rhode Island and Arkansas (effective July 2026).

This trend toward more stringent privacy legislation in the United States could increase our potential liability and adversely affect our business since the additional complexity, variation in requirements, restrictions and potential legal risk, require additional investment in resources to compliance programs, which could impact strategies and availability of previously useful data and result in increased compliance costs and/or changes in business practices and policies.

federal privacy laws are potentially relevant to our business, including the Federal Trade Commission Act, Controlling the Assault of Non-Solicited Pornography and Marketing Act, the Family Educational Rights and Privacy Act, the Children’s Online Privacy Protection Act, and the Telephone Consumer Protection Act.

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The EU adopted the General Data Protection Regulation (“GDPR”), which became effective in May 2018, and contains numerous requirements and changes from previously existing EU laws, including more robust obligations on data processors and heavier documentation requirements for data protection compliance programs by companies.

Further, The EU AI Act, which takes full effect August 2, 2026, is designed to complement the GDPR by requiring transparency in AI-driven decisions.

Among other requirements, the GDPR regulates the transfer of personal data subject to the GDPR to third countries that have not been found to provide adequate protection to such personal data, including the United States.

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Failure to comply with the GDPR could result in penalties for noncompliance (including possible fines of up to the greater of €20 million and 4% of our global annual turnover for the preceding financial year for the most serious violations, as well as the right to compensation for financial or non-financial damages claimed by individuals under Article 82 of the GDPR).

In addition to the GDPR, the European Commission has another draft regulation in the approval process that focuses on a person’s right to conduct a private life.

The proposed legislation, known as the Regulation of Privacy and Electronic Communications (“ePrivacy Regulation”), would replace the current ePrivacy Directive.

While the text of the ePrivacy Regulation is still under development, a recent European court decision and regulators’ recent guidance are driving increased attention to cookies and tracking technologies.

If regulators start to enforce the strict approach in recent guidance, this could lead to substantial costs, require significant systems changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adversely affect our margins, increase costs and subject us to additional liabilities.

Regulation of cookies and similar technologies may lead to broader restrictions on our marketing and personalization activities and may negatively impact our efforts to understand users.

Further, in March 2017, the United Kingdom formally notified the European Council of its intention to leave the EU pursuant to Article 50 of the Treaty on European Union (“Brexit”).

The United Kingdom ceased to be an EU Member State on January 31, 2020, but enacted a Data Protection Act substantially implementing the GDPR (“U.K.

GDPR”), effective in May 2018, which was further amended to align more substantially with the GDPR following Brexit.

Further, the United Kingdom enacted a Data Protection Act substantially implementing the GDPR (“U.K.

GDPR”), effective in May 2018, which substantially aligns with the GDPR.

It is unclear how U.K.

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Online applications are subject to various laws and regulations relating to children’s privacy and protection, which if violated, could subject us to an increased risk of litigation and regulatory actions.

A variety of laws and regulations have been adopted in recent years aimed at protecting children using the internet such as the COPPA and Article 8 of the GDPR.

A variety of laws and regulations have been adopted in recent years aimed at protecting children using the internet such as the Children’s Online Privacy Protection Act (COPPA), a U.S.

federal law and Article 8 of the GDPR.

We implement certain precautions to ensure that we do not knowingly collect personal information from children under the age of 13 through our websites.

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our ability to attract new customers;

changes in our capital structure or dividend policy, future issuances of securities, sales of large blocks of securities by our stockholders;

changes in our capital structure or dividend policy, future issuances of securities, dilution, sales of large blocks of securities by our stockholders;

our cash position;

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We may not be able to maintain a listing of our common stock and publicly-traded warrants on Nasdaq.

Currently, we are not in compliance with Nasdaq’s minimum bid price requirement, which means our common stock could be delisted, which could materially and adversely affect the liquidity and market value of our common stock.

Although our common stock and publicly-traded warrants are listed on Nasdaq, we must meet certain financial and liquidity criteria to maintain such listing.

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The delisting of our common stock and publicly-traded warrants could significantly impair our ability to raise capital and the value of your investment.

If research analysts do not publish research about our business or if they issue unfavorable commentary or downgrade our securities, our securities’ price and trading volume could decline.

The trading market for our securities may depend in part on the research and reports that research analysts publish about us and our business.

If we do not maintain adequate research coverage, or if any of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, the price of our securities could decline.

If one or more of our research analysts ceases to cover our business or fails to publish reports on us regularly, demand for our securities could decrease, which could cause the price of securities or trading volume to decline.

On January 6, 2026, our Company received a written notification (the “Notice”) from the Listing Qualifications Staff of Nasdaq stating that our Company is not in compliance with Nasdaq Listing Rule 5550(a)(2) because for the last 33 consecutive business days prior to that date the closing bid price of our Company’s common stock was below the $1.00 per share minimum required for continued listing on Nasdaq.

To date, the Notice has no effect on the listing or trading of the Company’s common stock on the Nasdaq.

However, Nasdaq Listing Rules provide the Company a compliance period of 180 calendar days (i.e., until July 6, 2026) in which to regain compliance, and the Company will regain compliance if the closing bid price of its common stock is $1.00 per share or higher for a minimum period of ten consecutive business days during this compliance period.

In the event our Company does not regain compliance, our Company may be eligible for additional time.

To qualify, our Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary.

If the Company meets these requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days.

However, if it appears to the staff of Nasdaq that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that its securities will be subject to delisting.

If we complete a reverse stock split, it may decrease the liquidity of our common stock and may not improve trading or investor interest.

The liquidity of our common stock may be adversely affected by a reverse stock split due to the reduced number of shares outstanding following its effectiveness, particularly if the market price of our common stock does not increase proportionately as a result of the reverse stock split.

A reduction in the number of outstanding shares may decrease trading volume and increase price volatility.

In addition, the reverse stock split may increase the number of stockholders who hold “odd lots” (fewer than 100 shares), which could result in higher transaction costs and greater difficulty in selling shares.

Although we believe that a higher per-share price may improve the perception of our common stock and broaden potential investor interest, including from institutional investors, there can be no assurance that the reverse stock split will achieve these objectives.

The resulting market price of our common stock may not attract new investors or satisfy the investment guidelines of institutional investors.

Accordingly, the trading liquidity of our common stock may not improve and could decline.

The issuance of shares underlying the securities issued pursuant to the Senior Secured Notes and related Rights could result in very significant dilution to our existing stockholders and materially depress the market price of our common stock.

As of the date of this prospectus, we have 5,863,215 shares of common stock outstanding.

However, pursuant to the Securities Purchase Agreement and the related Rights, if we elect to sell all $300,000,000 of the Senior Secured Notes pursuant to the Securities Purchase Agreement, assuming a default premium of 20% and the Floor Price of $0.22, we may issue up to 1,636,363,636 additional shares of common stock upon the conversion, exercise or settlement of the securities issued thereunder plus the number of shares derived by multiplying (x) the value (as determined in accordance with the Rights) of the cryptocurrency and/or Digital Assets purchased by the Company, from and after November 17, 2025, by (y) 20%, in accordance with the terms of the Securities Purchase Agreement.

This number of shares is vastly greater than our currently outstanding shares and would result in extraordinary dilution to existing stockholders, substantially reducing their ownership and voting power.

Because the conversion price and the Floor Price of the Senior Secured Notes and the conversion price of the Rights may be adjusted, the number of shares of common stock that will actually be issued may be more or less than the 1,636,363,636 additional shares of common stock described above.

To date, we have sold an aggregate principal amount of $6,000,000 in Senior Secured Notes.

Any issuance or resale of a substantial number of shares, or the perception that such issuances may occur, could materially depress the market price of our common stock, increase volatility, encourage short selling, and impair our ability to raise additional capital.

Because the number of shares potentially issuable is extremely large relative to our current capitalization, investors should consider an investment in our securities to be highly dilutive.

We may issue additional equity securities, or engage in other transactions that could dilute our book value or relative rights of our common stock and series A preferred stock, which may adversely affect the market price of our securities.

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As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

If research analysts do not publish research about our business or if they issue unfavorable commentary or downgrade our securities, our securities’ price and trading volume could decline.

The trading market for our securities may depend in part on the research and reports that research analysts publish about us and our business.

An investment in our warrants is speculative in nature and could result in a loss of your investment therein.

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In the event that the stock price of our shares of common stock does not exceed the exercise price of the warrants during the period when the warrants are held and exercisable, the warrants may not have any value to their holders.

The warrant certificate governing our warrants designates the state and federal courts of the State of New York sitting in the City of New York, Borough of Manhattan, as the exclusive forum for actions and proceedings with respect to all matters arising out of the warrants, which could limit a warrantholder’s ability to choose the judicial forum for disputes arising out of the warrants.

The warrant certificate governing our warrants designates the state and federal courts of the State of New York sitting in the City of New York, Borough of Manhattan, as the exclusive forum for actions and proceedings with respect to all matters arising out of the warrants, which could limit a warrant holder’s ability to choose the judicial forum for disputes arising out of the warrants.

The warrant certificate governing our warrants provides that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by the warrant certificate (whether brought against a party to the warrant certificate or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the District of Delaware.

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Holders of series A preferred stock will bear reinvestment risk.

Given the potential for redemption of our series A preferred shares at the Company’s option commencing January 1, 2026, holders of such shares may face an increased reinvestment risk, which is the risk that the return on an investment purchased with proceeds from the sale or redemption of the series A preferred stock may be lower than the return previously obtained from the investment in the series A preferred shares.

Given the potential for redemption of our series A preferred shares at the Company’s option that commenced on January 1, 2026, holders of such shares may face an increased reinvestment risk, which is the risk that the return on an investment purchased with proceeds from the sale or redemption of the series A preferred stock may be lower than the return previously obtained from the investment in the series A preferred shares.

Market and economic conditions may negatively impact our business, financial condition and share price.

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Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business and operating results, and cause a decline in the market price of our common stock.

Future sales and issuances of our securities or rights to purchase our securities, including pursuant to our equity incentive plan and outstanding warrants could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.

Future sales and issuances of our securities or rights to purchase our securities, including pursuant to our Securities Purchase Agreement and the related Rights, equity incentive plan and outstanding warrants could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.

We expect that significant additional capital may be needed in the future to continue our planned operations, including acquiring additional online businesses, marketing activities and costs associated with operating a public company.

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The aggregate number of shares of our common stock that may be issued pursuant to stock awards under our 2020 Equity Incentive Plan, as amended, (the “ 2020 Plan ”) is 2,600,000 shares, except at any given time, the number of shares that may be issued pursuant to the 2020 Plan cannot exceed the number of shares that is equal to 20% of our Company’s total shares of common stock outstanding at the time of any grant of awards under the 2020 Plan.

Pursuant to the Securities Purchase Agreement and the related Rights, if we elect to sell all $300,000,000 of the Senior Secured Notes pursuant to the Securities Purchase Agreement, assuming a default premium of 20% and the Floor Price of $0.22, we may issue up to 1,636,363,636 additional shares of common stock upon the conversion, exercise or settlement of the securities issued thereunder plus the number of shares derived by multiplying (x) the value (as determined in accordance with the Rights) of the cryptocurrency and/or Digital Assets purchased by the Company, from and after November 17, 2025, by (y) 20%, in accordance with the terms of the Securities Purchase Agreement.

Because the conversion price and the Floor Price of the Senior Secured Notes and the conversion price of the Rights may be adjusted, the number of shares of common stock that will actually be issued may be more or less than the 1,636,363,636+ additional shares of common stock described above.

To date, we have sold an aggregate principal amount of $6,000,000 in Senior Secured Notes.

Increases in the number of shares available for future grant or purchase may result in additional dilution, which could cause our stock price to decline.

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Additionally, any provision of Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our security holders to receive a premium for their securities and could also affect the price that some investors are willing to pay for our securities.

Certain provisions in the Securities Purchase Agreement and the Senior Secured Notes may delay or prevent an otherwise beneficial takeover attempt of us.

Certain provisions in the Securities Purchase Agreement and the Senior Secured Notes may make it more difficult or expensive for a third party to acquire us.

As a result, a takeover of us could make it more costly for a potential acquirer to engage in such takeover.

Such additional costs may have the effect of delaying or preventing a takeover of us that would otherwise be beneficial to investors.

Liability of directors for breach of duty is limited under Delaware law.

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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 1A. Risk Factors