What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-19 compared with 2025-03-31 · 215 added, 966 removed, 2 unchanged (100% of the section changed)

Asset Entities is a technology company

providing social media marketing and content delivery services across Discord, TikTok, and other social media platforms.

We also design,

develop and manage servers for communities on Discord.

Based on the growth of our Discord servers and social media following, we have

developed three categories of services:

(1) our Discord investment education and entertainment services, (2) social media and marketing

services, and (3) our “AE.360.DDM” brand services.

We also offer Ternary v2, a cloud-based subscription management and payment

processing solution for Discord communities, which includes a suite of customer relations management tools and Stripe-verified payment

All of our services are based on our effective use of Discord as well as other social media including TikTok, X, Instagram,

Our Background

Arshia Sarkhani, our Chief

Executive Officer and President, and Mr.

Kyle Fairbanks, our Executive Vice-Chairman and Chief Marketing Officer, had been actively investing

and developing social influencer followings on their own when they had a vision:

Bring Wall Street trading education and entertainment

to the Generation Z masses through social media through the community-based platform known as Discord.

Sarkhani and Mr.

sensed that social media could empower retail investors, as later demonstrated in the extreme by recent developments such as the GameStop

meme stock phenomenon.

Based on their vision and personal investing experience, Mr.

Sarkhani and Mr.

Fairbanks founded our company with

fellow investors and social influencers Jackson Fairbanks, our Director of Socials, and Arman Sarkhani, our Chief Operating Officer.

company initially focused on providing social media and marketing campaigns and consulting services for clients.

By October 2020, we had determined that

the social media platform Discord, which focuses on users’ shared interests and features premium content instead of advertisements,

would be the most effective forum for our vision.

We formed a stock investing education and entertainment Discord server, with the server

name “STOCKS”.

Subsequently, in 2021, we formed similar servers focusing on cryptocurrencies and nonfungible tokens, or NFTs,

with the server names “CRYPTOS” and “NFTS”, respectively.

We also launched a real estate Discord server in May

2022, with the server name “REALTY”, to provide similar content on various aspects of residential and commercial real estate

We believe it is significant, and shows the pioneering vision of our founders, that we were able to obtain the Discord domain

names of “STOCKS”, “CRYPTOS”, “NFTS”, and “REALTY” for their four main Discord communities.

We believe that each of these servers is one of the first of its kind on Discord.

As of December 31, 2024, we had launched

or acquired a total of ten Discord servers, and our Discord servers had approximately 206,899 members combined.

We plan to launch or acquire

servers with other popular investment themes in the future.

Through the consistent release of relevant content, cross-marketing, strategic

subscription pricing, and strategic acquisitions, we anticipate that our various Discord communities will continue to grow.

Our record of growth on Discord has

also depended and will continue to depend on a massive social media following.

Since deciding to form our Discord communities, our social

influencers’ effective use of TikTok and other social media has fueled their growth.

Since August 2020, as a result of social media

campaigns helping to promote our Discord servers in the financial education and entertainment space, our social media presence has grown

from fewer than 50,000 members and followers, to over 2 million by December 31, 2024.

Our social media reach across all platforms has

accumulated well over 1 billion interactions.

Our Current Business

Our Discord investment education and

entertainment service is designed primarily by and for enthusiastic Generation Z, or Gen Z, retail investors, creators and influencers.

Gen Z is commonly considered to be people born between 1997 and 2012.

Our investment education and entertainment service focuses on stock,

real estate, cryptocurrency, and NFT community learning programs designed for the next generation.

While we believe that Gen Z will continue

to be our primary market, our expanded Discord server offering also features education and entertainment content covering real estate

investments, which is expected to appeal strongly to older generations as well.

We initially developed our Discord community

and other social media following for our company through the talents, insights and efforts of our executive social influencers, Messrs.

Arshia and Arman Sarkhani and Messrs.

Kyle and Jackson Fairbanks.

Our executive team has also offered social media and marketing campaign

services to business clients.

To the end of further capitalizing on our management’s social influencer backgrounds, we developed

our “SiN” or “Social Influencer Network,” our team of social influencer independent contractors.

Our SiN social

influencer independent contractors can perform social media and marketing campaign services to expand our clients’ Discord server

bases and drive traffic to their businesses, as well as increase membership in our own servers.

In forming community groups

on Discord, we designed and developed 25 Asset Entities server communities and manage a combined server user membership of approximately

212,253 as of December 31, 2024.

As a result, we have developed a high level of expertise in designing, developing, and managing Discord

Having developed multiple Discord servers in a variety of fields, we have positioned ourselves as experts in the Discord space.

Further capitalizing on this experience, since January 2022, we have formally offered our “AE.360.DDM, Design Develop Manage”

service, or “AE.360.DDM”.

AE.360.DDM is a suite of services to individuals and companies seeking to create a server on Discord.

We believe we are the first company to provide “Design, Develop and Manage,” or DDM, services for any individual, company,

or organization that wishes to join Discord and create their own community.

We liken this service to that provided by companies like Register.com

and Godaddy.com during the dot.com era in the 1990s for companies looking to register their domain names, develop webpages and websites,

and manage and host those websites.

With our AE.360.DDM rollout, we believe we are uniquely positioned to offer DDM services in the growing

market for Discord servers.

In addition, through Ternary

v2, our subscription management and payment processing solution for Discord communities, subscribers can monetize and manage their Discord

Ternary v2 simplifies the process for our subscribers to:

(i) sell memberships to their Discord servers on their websites and collect

payments through Stripe with daily payouts;

(ii) add digital products and services and designate purchase options to their Discord servers;

(iii) customize their user Discord permissions and roles and other Discord settings;

and (iv) utilize our Discord bot to automatically

apply their Discord user settings to authenticate new users, apply customizable permission sets to users, and remove users when their

subscriptions expire.

As a Stripe-verified partner through Ternary v2, we can also assist subscribers with integrating other platforms

into their Discord servers with open application programming interfaces, further extending our platform’s capabilities.

Fiscal Year 2024 Highlights

During 2024, we took the following initiatives

to expand our business:

● In March 2024, we launched our official YouTube channel, "The Lounge," which features podcast

interviews with celebrities, sports figures, business professionals, and more, and where interviews will focus on each guest's journey

through life.

Previous guests have included Michael “the Playmaker” Irvin, former NFL superstar Hall

of Fame wide receiver and three-time Superbowl Champion;

Jeff Blue, the Company’s Head of Entertainment and a multi-platinum music

and Ray Crockett, a winner of two Super Bowl rings.

● In March 2024, we entered into an agreement with Zendrop, an industry leader in dropshipping and ecommerce.

We will provide its services and solutions to Zendrop through Ternary v2, our SaaS platform for payment processing and Stripe Verified

Partner for Discord communities.

These services will include a suite of customer relationship management (CRM) solutions, Discord customer

analytics, and payment processing.

● In May 2024, we completed the first closing of our financing transaction involving the sale of shares

of the Company’s newly designated Series A Preferred Stock, for gross proceeds of $1.5 million, from an institutional

● In April 2024, we filed a Registration Statement on Form S-3 (File No.

333-278707) (the “Shelf Registration

Statement”) with the Securities and Exchange Commission (the “SEC”), which was declared effective by the SEC on

April 26, 2024.

Pursuant to the Shelf Registration Statement, we may offer to the public from time to time, in one or more offerings,

shares of Class B Common Stock, preferred stock, debt securities, warrants, subscription rights, and units in up to a total aggregate

offering amount of $100,000,000, subject to the requirement that in no event may we sell shares having a value exceeding more than

one-third of our public float in any 12-month period under the Shelf Registration Statement so long as our public float remains below

The securities will be offered at prices and on terms to be determined at the time of any such offering.

The specifics of

any offerings, along with the use of proceeds of any such securities, will be described in detail in a prospectus supplement at the time

of any such offering.

● In June 2024, we acquired the assets of TommyBoyTV, LLC (“TommyBoyTV”), a company engaged

in the business of Discord development, social media, online community management, marketing, and analytics, expanding the Company’s

share of the Discord community market.

● In July 2024, we completed the second closing of our financing transaction involving the sale of shares

of the Company’s newly designated Series A Preferred Stock, for gross proceeds of $1.5 million, from an institutional

investor, for a total of $3.0 million from sales of the Series A Preferred Stock to the investor.

● In September 2024, we commenced an “at the market offering”

(as defined in Rule 415(a)(4) under the Securities Act) of up to $1,791,704 of shares of Class B Common Stock, which, as of March 31,

2025, has been increased to $5,489,399 of shares of Class B Common Stock in November 2024 (the “ATM Financing”).

the offering will be made from time to time solely through or to A.G.P./Alliance Global Partners, as sales agent (“A.G.P.”

or the “Sales Agent”).

These sales, if any, will be made pursuant to the terms of a sales agreement between us and the Sales

Agent, dated September 27, 2024 (the “ATM Sales Agreement”).

Since the commencement of the ATM Financing, a total of 5,417,700

shares has been sold, for net proceeds to the Company of $4,830,648, after paying $329,362 in compensation to the Sales Agent and the

same amount to Boustead Securities, LLC (“Boustead”) under the Boustead ATM Waiver (as defined in Item 7.

“ Management’s

Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – ATM Financing

– Waivers and Consents to ATM Financing ”) with respect to such sales.

● In October-November 2024, we were selected to design, develop, and manage the Discord servers

for Maxx Talent Awards, a premier platform for showcasing the talents of aspiring actors, models, and singers;

social media influencer, American

fitness model, training specialist, actor, and entrepreneur, Scott Mathison;

Grammy Award-winning R&B and soul singer, songwriter,

producer and actress Macy Gray;

and dog behavioralist Jas Leverette, star of the Netflix show Canine Intervention .

● In November 2024, we acquired the assets of the TikTok Shop space known as the TikTok Money Machine, which

included its Discord community.

The Discord community teaches content creators how to sell products on TikTok Shop via the use of product

content videos.

It also connects major consumer product brands with these content creators, offering the latter the opportunity to earn

sales commissions, via their TikTok accounts, on each product sale completed.

We also secured consulting agreements with TikTokers and

lead creators of the Discord, who have an aggregate of approximately 280,000 followers on Instagram and 4,700,000 followers on TikTok.

● In November 2024, we signed an agreement with our Head of Entertainment, Jeff Blue, to acquire a

50% ownership interest in all film, TV, streaming and media rights to Blue’s story, One Step Closer:

Becoming Linkin Park .

Under the agreement, we also engaged with Mr.

Blue to write the screenplay.

Published by Simon &

Schuster/Posthill Press in 2020, One Step Closer:

From Xero to #1:

Becoming Linkin Park has been translated into seven different

● In December 2024, we were approved as a TikTok Shop Partner.

We plan to work with TikTok to connect brands

with creators and help them collaborate further in the affiliate marketing space.

Our Historical Performance

of December 31, 2024, the Company had an accumulated deficit of $12,006,357 and a cash balance of $2,660,624.

During the years ended

December 31, 2024 and 2023, we had a net loss of $6,393,932 and $4,931,197, respectively.

To date, the Company has financed its

operations primarily through capital raises and sales of its services.

In April 2024, the Company filed the Shelf Registration

Statement, which was declared effective by the SEC on April 26, 2024, for potential offerings of up to $100,000,000 in aggregate,

subject to the requirement that in no event may we sell shares having a value exceeding more than one-third of our public float in

any 12-month period under the Shelf Registration Statement so long as our public float remains below $75,000,000.

In May 2024, the

Company completed the first of a two-part private placement of its Series A Preferred Stock for gross proceeds of $1.5 million, and

in July 2024, the Company completed the second part of the private placement for an additional $1.5 million in gross proceeds.

September 2024, the Company entered into the ATM Sales Agreement, and filed a prospectus supplement to the Shelf Registration

Statement for the ATM Financing for gross proceeds of up to $1,791,704.

In November 2024, the Company filed an additional prospectus

supplement to the Shelf Registration Statement to increase the maximum gross proceeds to $2,271,487.

Company has received confirmation from the investor in its Series A Preferred Stock that it will invest up to an additional $3

million upon request by the Company.

Based on the Company’s existing cash resources and the cash expected to be

received from the ATM Financing and other planned financings, it is expected that the Company will have sufficient funds to carry

out the Company’s planned operations through December 31, 2025 and for at least 12 months beyond that period.

discussion, see Part II.

“ Management’s Discussion and Analysis of Financial Condition and Results of

Operations – Liquidity and Capital Resources ”.

Industry Overview

The social influencer and online media

presence on various platforms are expanding and evolving.

More than any previous generation, Generation Z is immersed in social media

platforms like TikTok, X, and Meta Platforms’ Facebook and Instagram.

This trend has generated opportunities for young adults to

become social influencers and to gain financial success.

Many kids now want to be “tiktokers”, “instagrammers”,

and social media influencers.

In addition to these platforms, the Reddit-based campaigns behind the GameStop, AMC and Koss meme stock

phenomena of 2021 demonstrated the power of social media to generate and destroy financial wealth relatively quickly.

We believe that

these developments are together giving way to a new type of social media community.

Social media was once occupied by influencers who

were showing off their latest snacks, clothes, makeup brands, and other products and services, but now, a new breed of influencers focus

on other subjects that are gaining mass interest, especially with Generation Z, including personal finance and investing.

As Bloomberg has reported (“Influencers

Are Luring Investors Flummoxed by Meme Stonks and Options,” June 18, 2021), in the U.S., there is relatively little formal personal-finance

Only 26 states require – or are in the process of mandating – a standalone high school course on the topic (Ramsey

Solutions, “Which States Require Financial Literacy for High School Students,” August 19, 2024).

For most students, learning

about money means learning about topics like budgeting, understanding compound interest or opening a savings account.

While this information

might be useful, there are many more complex and risky financial opportunities available to young, inexperienced investors who are digital

natives, i.e., most of Generation Z.

$1 can be used to open financial accounts and buy fractions of shares or portions of cryptocurrencies

through companies like Robinhood, Cash App and others.

With modestly more in their investment accounts, people can get access to higher-risk

strategies such as margin or option trading.

Meanwhile, there is new jargon to decipher every day if investors want to understand chatter

about the markets.

While banks and mutual fund companies offer advisory services to their members, they tend to reserve advisory services

for higher-net-worth individuals, and generally do not make their advice particularly entertaining or accessible to Generation Z consumers.

With the rise of free, fast trading

online and by phone, demand has surged for information about investing and markets, creating opportunities for a new generation of financial

influencers who are rushing to fill the gap in traditional education.

With a massive, younger, financially uneducated market desperate

to learn about the financial markets, a deluge of new companies and their influencer leaders are fighting to be the first place individuals

turn to chat about stocks, budgets or finances.

More broadly, this trend towards relying

on social media and influencers means that skilled social media marketers and influencers can parlay their brands into multiple streams

of revenue including subscription-only content, promotional campaign contracts for business clients, and related consulting services.

As argued by a guest contributor’s article on Nasdaq.com (“How Gen Z Influencers Can Transform the Nature of Investing,”

June 2, 2021), Generation Z is asserting more influence over the social media influencer market, which has already surpassed $13 billion

in market size worldwide according to a research report published by Statista (“Influencer Marketing Worldwide - Statistics &

Facts,” September 27, 2021), and shows no signs of abating.

Internet users look to niche influencers they trust as their go-to source

for new information and product recommendations.

With such authority over the way consumers spend their money on commercial goods, Gen

Z influencers are bound to sway their followers’ interests in the area of financial education.

Gen Z’s social media habits are

distinctive from other generations.

Their most-used social media platforms are Instagram, Snapchat, and TikTok, according to a 2021 Pew

Research survey.

TikTok’s quick ascension to Gen Z dominance at comparable levels to other well-established online titans has captivated

potential investors, e-marketers, and others looking to profit from this bustling and youthful platform.

Given the growth of the influencer industry

across social media like Instagram and TikTok, the rapid influx of young retail investors into the stock and cryptocurrency markets, and

recent phenomena like meme stocks, we believe the stage is set for Gen Z to seek dedicated online community-based investment education

and entertainment services.

At the same time, a relatively new social

media app, Discord, has emerged and demonstrated unique appeal to younger people.

As reported by The New York Times (“How

Discord, born from an obscure game, became a social hub for young people,” December 29, 2021), driven in part by the COVID-19 pandemic,

Discord “has exploded into the mainstream.” While parents working from home flocked to Zoom, many of their children were downloading

the Discord app to socialize with other young people through text and audio and video calls in groups known as servers.

As of March 2025,

the platform has more than 259 million active users each month – up from 56 million in 2019.

It has expanded from gamers to many

other groups including music aficionados, students, art communities, and cryptocurrency enthusiasts.

According to Bloomberg, on September

15, 2021, Discord’s valuation doubled from $7 billion in 2020 to about $15 billion based on a $500 million capital raise.

Discord is split into servers –

essentially chat rooms similar to the workplace tool Slack – which facilitate casual, free-flowing conversations about shared interests

such as gaming, music, art, school, and memes.

Some servers are large and open to the public;

others are private and invitation-only.

Another feature that significantly differentiates Discord from the established social media platforms like Facebook is that the service

does not have advertisements.

It makes money through premium subscriptions that give users access to features like custom emoji for $5

or $10 per month.

Discord also began experimenting in December 2021 with allowing some users to charge for access to their server, up

to $100 a month, of which Discord takes 10%.

Based on the above, social

influencers can generate revenues from Discord user subscriptions by drawing users in with their investment education and entertainment

Expert influencers on Discord and other social media can simultaneously use their social media expertise and brands to generate

social media marketing campaigns for business clients looking to attract more Generation Z consumers.

Services, such as “AE.360.DDM,

Design Develop Manage”, covering all aspects of the design and implementation of the Discord servers themselves can attract subscribers

and, therefore, create a new source of revenue.

We believe that we are a leading provider of all of these services, and that demand for

all of our services will continue to grow.

We offer three types of services that

utilize Discord and other social media to younger generations and other social media users.

Discord Communities .

Our investment education and entertainment service aims to serve as an education and entertainment platform for investments in a way that

is accessible to Generation Z and other social media users.

As one of the largest community-based education and entertainment platforms

on Discord, with ten separate servers with a combined user membership of approximately 206,899 as of December 31, 2024, we provide financial

literacy education and entertainment on trading and investment.

Our largest Discord server, “STOCKS”, focuses on stock investing

education and entertainment, and we have smaller but growing real estate and cryptocurrency education and entertainment Discord servers.

One of the unique aspects of Discord is that the base access to certain materials is free to all users.

Our Discord server subscription

fees currently range from $4.99 to $59.99, with a top tier that includes access to the OptionsSwing software platform of $120.00.

For monthly fees, paying subscribers

to our Discord servers can get access to live trading diaries, premium prerecorded investing and trading education video content, and

paying subscriber-only private group discussion channels relating to the general investment and trading education content on the Company’s

Discord servers.

All members may watch nonpremium video education content, watch live day trading sessions during market hours, and participate

in live chat sessions with other members.

We upload and manage all content on our Discord servers.

There are no formal requirements for

our investment education and entertainment materials;

however, we are selective with the content that we post on our servers.

We comply with Discord’s terms

of service, including minimum age requirements.

Discord requires all users to be at least 13 years old, and we require users to be at

least 18 years old in order to participate in community discussions.

Discord is in the process of creating a gateway to require age verification.

In addition, we maintain a set of community behavior rules for its servers which include bans on hate speech, harassment, spam, illegal

activities, and false information.

All members must confirm that they have read and accept these rules in order to enter our Discord servers.

Our Discord moderators enforce these rules.

Social Media and Marketing .

We offer white-label marketing, content creation, content management, TikTok promotions, and TikTok consulting to clients in any industry

Fees under our social media and marketing agreements are expected to range from $2,000 for small, short projects to $50,000

for more intricate and labor-intensive campaigns.

Pricing depends on the amount of social media posts, length of the campaign, and product

Through social media, we have conducted

marketing and other social media campaigns on behalf of clients in investing, gaming, recreation, cryptocurrency assets, NFTs, and other

areas through our team of social media influencers, which we call our “Social Influencer Network,” or “SiN”.

We utilize our “SiN” or

“Social Influencer Network,” our social influencer independent contractors, in part to increase social media reach for our

clients’ Discord servers or to drive traffic to their businesses.

Both we and our clients generally have the right to preapprove

and remove the influencer’s posts at our and our clients’ discretion.

They are generally paid on a commission-only basis.

Typical payment terms are a dollar amount for a certain number of new member signups, or in some cases a percentage, subject to a dollar

cap, on the server’s subscription net revenue.

We or our clients may also commission the influencer to provide premium video education

series with revenue-sharing provisions for any related subscription fees.

Depending on the particular contract, we, our client, or both

may own the content produced by our SiN influencers.

Depending on each contract, we may require weekly meetings with the influencer.

SiN contractors’ work for clients are terminable by either us or our clients on 30 days’ notice, and are subject to customary

confidentiality, nondisclosure, and noncompete provisions.

Under our social media and marketing

agreements, we typically agree to produce a certain minimum number of posts, streams, or other social media and marketing content, at

a minimum required frequency for the agreed-upon period.

We may agree to promote the products or services of the client by mentioning

the client or its products or services a certain number of times per post or stream, using products or service in our content in a designated

manner, or not using, mentioning or promoting competing products or services.

Clients must generally preapprove our promotion-containing

content, subject to their reasonable discretion.

Clients typically own any data generated by promotional posts or streams;

retain the right to use the content created.

Our social media and marketing agreements are subject to customary confidentiality, non-disparagement,

indemnification and other standard terms and social media policy compliance requirements.

Other than as otherwise noted above, our influencers

are not exclusive to any social media and marketing client.

AE.360.DDM, Design Develop Manage .

AE.360.DDM is a suite of services to individuals and companies seeking to create their own server on Discord.

We believe that we are the

first company to provide a full range of Discord DDM services for any individual, company, or organization that wishes to join Discord.

Since November 2021, we have worked with various communities on how to better manage their presence on Discord and have designed servers

for businesses and celebrities.

We tailor our fees to the services requested and can range from set prices of $497 to $5,000 for each

Discord server design project.

However, our fees may be higher based on the expected complexity, size, and management responsibilities

for the server.

They may also be based on a percentage split of subscription revenues.

On Discord servers managed by our company

on behalf of clients, clients generally provide and own their servers’ content and control all rights to their servers, while we

provide management or other contracted services.

If we are managing the Discord server under the AE.360.DDM service, we may upload content

for the server owner.

The server owner may always upload content.

Other server users may also upload content, but the server owner’s

moderators may remove it.

AE.360.DDM is a proprietary service

that is summarized below.

The list of services below is not inclusive of our full suite of the AE.360.DDM services and processes by which

we design, develop and manage Discord servers on behalf of clients.

Our AE.360.DDM service includes any

or all of the following:

● “360.DD Level 1, 2 or 3” Design and Development service:

We design and establish the client’s

Discord server under one of the following three “levels” of service:

● Level 1 includes a simple setup of the client’s server with base, or general-purpose, channels and

Discord channels are topic-based chatrooms.

Discord bots are user-like computer-simulated members of the server that can automate

various actions.

Bots use Discord’s public application programming interface, or API, to perform actions like send messages, modify

roles, or automate moderation.

● Level 2 includes both Level 1 services and more advanced server features.

● Level 3 includes Level 1 and Level 2 services, and adds the following key features:

● Enhancements taking advantage of premium Discord features.

● Setup of a number of private channels.

A private channel on Discord only allows selected members to join

it or limits what users may view and post without special permissions.

Discord server members who are not added to the channel will not

be able to see it on the server’s sidebar.

Private chat channels may be used to offer premium content to users.

● Third-party integrations, which may be used to integrate the use of complimentary apps into the Discord

server such as other social media platforms, productivity or data-management apps, and others.

● Special-purpose community bot and chat features.

● External links to websites that a client wishes to promote may also be included.

● “360.M” Management service:

We will act as the lead moderator and community manager of the

client’s Discord server.

Features may include the following:

● Moderating and interacting in daily chats;

● Answering support tickets;

● Acting as a moderator and team leader;

team leaders usually have the ability to create channels, create

and delete roles, and perform other administrative functions;

● Provide informative, fun, and interactive announcements;

● Make suggestions on how to improve the Discord community based on performance over time;

● Add all necessary bots for security, gaming, fun and so on.

● Managing the Discord server through moderation and maintenance through a proprietary process.

● ChatGPT AI bot as an AE.360.DDM Discord server customer service feature.

Since February 2024, we also offer Ternary V2,

the next generation of Ternary’s Stripe-verified payment processing platform for Discord communities.

Ternary V2 provides additional

CRM tools, allowing community owners the ability to scale, manage, and transact payments all in a single platform.

Our Market Opportunity and Customers

We market our services primarily to

“Generation Z” users and businesses seeking to market their services to these users.

As the first generation to have grown

up with access to the Internet and portable digital technology from a young age, members of Generation Z have been dubbed “digital

Around the world, it has been reported that members of Generation Z are spending more time on electronic devices and less

time reading books than before, with implications for their attention span and vocabulary, as well as their future in the modern economy.

As discussed above, Gen Z users are often bereft of the financial literacy needed to invest, in spite of growing demand for financial

services especially in an era of meme stocks and stock trading apps like Webull, Robinhood, and E*Trade.

With our emphasis on video, chat,

and other social media education, entertainment and marketing, and deep knowledge of Discord server design and trending investment topics,

we have positioned ourselves to attract younger investors and businesses seeking to market to them.

We also target millennials, Generation X, and

older generations.

Sales, Marketing and Customer Acquisition

We will continue to seek customers by

producing content for our Discord servers and other social media accounts and using our Social Influencer Network to increase our Discord

members and to provide marketing services.

To that end, we frequently engage in social media campaigns for our Discord servers by posting

free videos, tweets, and other social media content on Discord, TikTok, X, Instagram, and YouTube.

We use search engine optimization,

or SEO, to gain further reach in acquiring paying subscribers and other members to our Discord servers and potential customers of our

other services.

We expect that we will increase sales and revenues from increased Discord members and customers of our paid services from

the expansion of our AE.360.DDM service and expansion of our Discord servers.

One of the ways we can increase our

Discord users and customer base is to utilize our “SiN” or “Social Influencer Network,” our social influencer

independent contractors.

Each of our SiN social influencer independent contractors can perform social media outreach to expand our Discord

server bases and increase membership in our Discord servers.

When we use our social influencers to increase our user base, we have the

right to preapprove and remove the influencer’s posts at our discretion.

They are generally paid on a commission-only basis.

payment terms are a dollar amount for a certain number of new member signups or subscription net revenue.

We may also commission them

to provide premium video education series with revenue-sharing provisions for any related subscription fees.

We generally own all content

produced by our SiN influencers.

Depending on each contract, we may require weekly meetings with the influencer.

Our SiN contracts are

terminable on 30 days’ notice and have customary confidentiality, nondisclosure, and noncompete provisions.

As discussed above, we likewise offer

the services of our SiN independent contractors to current and potential social media and marketing customers.

We are also working to

expand our user base by contracting with trained social media analysts in order to develop larger and more long-term campaigns to promote

our business.

We expect that these offerings may accelerate growth in client contracts for our social media and marketing customer services.

Our AE.360.DDM service is expected to grow through

multiple avenues including the use of SEO with Facebook and Google Ads, as well as our targeted outreach to venture capitalists, social

media influencers, digital technology brands, and other businesses.

We also expect that revenues from this service will increase organically

by showing our expertise in Discord design, development and management through our own growing Discord communities.

During 2023 and the first quarter of 2024, we

initiated an online marketing campaign and expanded use of SEO, Facebook Ads, Google Ads and Google Analytics to accelerate customer acquisition

for our AE.360.DDM service;

launched a new AE.360.DDM website;

engaged music producer Jeff Blue as Head of Entertainment to lead the development

of the AE.360.DDM Music and Entertainment A&R service;

hired a Senior Project Manager for all Discord servers under the AE.360.DDM

suite of services;

introduced a ChatGPT AI bot as an AE.360.DDM Discord server customer service feature;

engaged professional golfers

Bryson DeChambeau and Scott Verplank to promote the AE.360.DDM service;

and engaged Michael Irvin, American sports commentator and former

professional football player, to provide marketing services for the AE.360.DDM service;

launched an official YouTube channel, “The

Lounge,” which has featured podcast interviews with celebrities, sports figures, business professionals, and more, and where interviews

will focus on each guest’s journey through life;

expanded the AE.360.DDM service with Ternary V2, the next generation of the Ternary

Stripe-verified payment processing platform for Discord communities;

introduced a ChatGPT AI bot as an AE.360.DDM Discord server customer

service feature;

and entered into an agreement with Zendrop, an industry leader in dropshipping and ecommerce, to provide CRM, Discord

customer analytics, payment processing, and related services.

In June 2024, we acquired the assets of TommyBoyTV,

a company engaged in the business of Discord development, social media, online community management, marketing, and analytics, expanding

the Company’s share of the Discord community market.

In October-November 2024, we were selected to design, develop,

and manage the Discord servers for Maxx Talent Awards, a premier platform for showcasing the talents of aspiring actors, models,

social media influencer, American fitness model, training specialist, actor, and entrepreneur, Scott Mathison;

Grammy Award-winning R&B and soul singer, songwriter, producer and actress Macy Gray;

and dog behavioralist Jas Leverette,

star of the Netflix show Canine Intervention .

In November 2024, we acquired the assets of the

TikTok Shop space known as the TikTok Money Machine, which included its Discord community.

The Discord community teaches content creators

how to sell products on TikTok Shop via the use of product content videos.

It also connects major consumer product brands with these content

creators, offering the latter the opportunity to earn sales commissions, via their TikTok accounts, on each product sale completed.

also secured consulting agreements with TikTokers and lead creators of the Discord, who have an aggregate of approximately 280,000 followers

on Instagram and 4,700,000 followers on TikTok.

In November 2024, we signed an agreement with

our Head of Entertainment, Jeff Blue, to acquire a 50% ownership interest in all film, TV, streaming and media

rights to Blue’s story, One Step Closer:

From Xero to #1:

Becoming Linkin Park .

Under the agreement, we also engaged

Blue to write the screenplay.

Published by Simon & Schuster/Posthill Press in 2020, One Step Closer:

From Xero to #1:

Becoming Linkin Park has been translated into seven different languages.

In December 2024, we were approved as a TikTok

Shop Partner.

We plan to work with TikTok to connect brands with creators and help them collaborate further in the affiliate marketing

While we do not have any competitors

that compete with us across our business in its entirety, we face competition in certain aspects of our business.

Our products and services

face competition from different businesses depending on the offering.

The education components of our investment

education and entertainment services have the following primary competitors:

● Xtrades Discord Server – Stocks and options trading communities with real traders providing

their advertised monthly fee is $38.

Their Discord server had approximately 110,000 members as of March 2025.

● WallStreetBets Discord Server and Subreddit – These are generally free services where anyone

can offer advice on high-risk investing in stocks, options, and futures trading.

Their Discord server has approximately 484,305 members

and their subreddit had approximately 18 million registered users as of March 2025.

● Eagle Investors – An online investment education service provided by investment advisory

firm Eagle Investments LLC.

They manage a Discord server which includes a free investor community, a number of channels on diverse topics,

and free webinars.

They also offer premium-only content for $67 to $140 per month for different levels of access to trading alerts on

their Discord server.

They also offer paid stocks and options training courses for $400 per course not including discounts, and private

one-on-one sessions ranging from one to eight hours with expert traders at varying prices.

Their Discord server had approximately 156,000

members as of March 2025.

Our social media marketing and advertising

competitors primarily include social media influencers who are the owners of alternative Discord servers and social media education and

entertainment services, which may detract from our current and potential paying subscriber base and customers of our other services.

competitors include:

● @Fourtoeight – A social influencer who is the owner of the Discord server Wiseguyinvesting.

Wiseguyinvesting offers several payment plans for investment education resources and other features.

Its community size is similar to

Its plans range from $25 per week to $800 per year as of March 2025.

● @moneylinemark – A social influencer who owns the “StockVIP”

Discord server with approximately 254,000 members as of March 2025.

Their revenue model relies 100% on Discord memberships.

aware of any competitors for our AE.360.DDM suite of services.

We believe that we have other competitive strengths,

some of which are discussed below, that position us favorably in each aspect of our business.

However, the technology industry is evolving

rapidly and is increasingly competitive.

A variety of business models are being pursued or may be considered for the provision of digital

learning tools, some of which may be more profitable or successful than our business model.

Our Strengths

We believe that we have competitive

strengths, some of which are discussed below, that position us favorably in each aspect of our business.

We believe our key competitive

strengths include the following:

● Superior Social Influencer Team .

We believe that our greatest competitive strength is our

Our blend of young, dynamic, entrepreneurial executive social influencers are part of Generation Z and understand their needs

and interests.

Moreover, our executive team includes professionals with two or more decades of accounting, legal, technology, sales, and

management experience including our Executive Chairman, who has practiced law for over 25 years;

our Chief Financial Officer, a Certified

Public Accountant, or CPA, with over ten years of experience in finance and accounting;

and our Chief Technology Officer, a former Salesforce

Senior Solution Engineer.

We believe that we have a unique combination of knowledge, global experience and business acumen to sustain

long-term growth.

● First-Mover Advantage .

We believe that our AE.360.DDM service is a first-of-its-kind business

developed by our company to design, develop, and manage Discord servers for customers wanting to create their own Discord communities

for their business.

With our superior understanding of the Discord platform, we can provide the technology and speed to market which customers

require to set up successful Discord servers.

● Best-in-Class Investment Education, Entertainment and Technology .

Our insights into compelling

investment education and entertainment methods and subjects for Gen Z and other types of interested customers;

experience creating communities

for Gen Z and social media consumers;

and our social influencer network, or “SiN”, and related content publishing network,

are some of the hallmarks of our business.

● Service Synergy .

Each of our operating business categories has the ability to be a standalone

business, but all are housed within our single Asset Entities enterprise.

With each deployment of additional services, we have historically

experienced organic growth in our other businesses.

Our Growth Strategies

The key elements of our strategy to expand our

business include the following:

● Expand Our Social Influencer Network .

Our growth has been grounded on our team of social

In order to generate even greater momentum for the growth of our services, we will seek to expand our “SiN” social

influencer network.

We plan to continue to bring top current and former athletes, celebrities, and rising and high-profile social influencers

into our SiN network to promote our established and newer Discord servers.

We have also begun utilizing our SiN network to accelerate

the growth of our social media and marketing service.

● Leverage Discord Server Community Outreach .

We will continue to seek accelerated growth

in Discord server paying subscriber revenues from strategic pricing of varying levels of access to our Discord communities.

we will leverage our Discord servers to help increase our social media reach and cross-market to our other services.

● Expand the AE.360.DDM Service .

During 2023 and through March

2024, we initiated an online marketing campaign and expanded use of SEO, Facebook Ads, Google Ads and Google Analytics to accelerate customer

acquisition for our AE.360.DDM service;

launched a new AE.360.DDM website;

engaged music producer Jeff Blue as Head of Entertainment to

lead the development of the AE.360.DDM Music and Entertainment A&R service;

hired a Senior Project Manager for all Discord servers

under the AE.360.DDM suite of services;

introduced a ChatGPT AI bot as an AE.360.DDM Discord server customer service feature;

professional golfers Bryson DeChambeau and Scott Verplank to promote the AE.360.DDM service;

and engaged Michael Irvin, American sports

commentator and former professional football player, to provide marketing services for the AE.360.DDM service;

launched an official YouTube

channel, “The Lounge,” which will feature podcast interviews with celebrities, sports figures, business professionals, and

more, and where interviews will focus on each guest’s journey through life;

expanded the AE.360.DDM service with Ternary V2, the

next generation of the Ternary Stripe-verified payment processing platform for Discord communities;

introduced a ChatGPT AI bot as an

AE.360.DDM Discord server customer service feature;

and entered into an agreement with Zendrop, an industry leader in dropshipping and

ecommerce, to provide CRM, Discord customer analytics, payment processing, and related services.

2024, we acquired the assets of TommyBoyTV, a company engaged in the business of Discord development, social media, online community

management, marketing, and analytics, expanding the Company’s share of the Discord community market.

In October-November 2024, we

were selected to design, develop, and manage the Discord servers for Maxx Talent Awards, a premier platform for showcasing

the talents of aspiring actors, models, and singers;

social media influencer, American fitness model, training specialist, actor,

and entrepreneur, Scott Mathison;

Grammy Award-winning R&B and soul singer, songwriter, producer and actress Macy Gray;

and dog behavioralist Jas Leverette, star of the Netflix show Canine Intervention .

● Market and Leverage Synergies from the AE.360.DDM Service .

We will further use and expand

this service to create synergies and income-producing revenue streams that complement our other business categories.

Strive is a structured finance company and institutional asset manager focused on disciplined capital allocation and long term value creation.

We have strategically adopted bitcoin as our hurdle rate for capital deployment because of our fiduciary duty to maximize long-term value for stockholders, and compounding purchasing power over time.

Relative to a traditional depreciating fiat-denominated benchmark, implementing a bitcoin hurdle rate establishes a higher level of accountability and strategic investment discipline, since our decisions are measured against an asset we believe will appreciate over time.

Strive’s operating business generates stockholder value through disciplined balance sheet management and the growth of our bitcoin holdings.

Our SATA Stock exemplifies this approach, a publicly traded security that aims to provide investors with consistent cash flows and minimal volatility, while enabling Strive to capture the spread between SATA Stock’s financing cost and the potential long term return of bitcoin.

Beyond balance sheet strategy, Strive is focused on advancing innovation within the capital markets by modernizing established financing structures.

The Company has developed our SATA Stock, our perpetual preferred equity instrument, that incorporates an at‑the‑market (“ATM”) program, creating a flexible and continuous capital formation mechanism.

This approach transforms a historically static capital structure into a dynamic and adaptive capital funding platform.

Through these innovations, Strive seeks to combine legacy market frameworks with modern assets, positioning the Company at the intersection of institutional finance and a bitcoin‑based reserve strategy.

Following the completion of Strive Enterprises, Inc.’s reverse acquisition of Asset Entities Inc.

on September 12, 2025, Strive began operating as a publicly traded company and began deploying capital to execute on its bitcoin treasury strategy, becoming the first U.S.

publicly traded bitcoin treasury asset management firm.

As of December 31, 2025, the Company managed over $2.4 billion in assets under management (“AUM”).

These activities provide recurring, fee-based revenue streams which increase with AUM.

Beginning in fiscal year 2026, we plan to operate our asset-management segment within a single-digit-million dollar operating loss to single-digit-million dollar operating profit range.

On September 22, 2025, Strive, Inc.

entered into that certain Agreement and Plan of Merger (the "Semler Scientific Merger Agreement") with Semler Scientific.

On January 16, 2026, pursuant to the Semler Scientific Merger Agreement, Strive Merger Sub, Inc., a wholly owned subsidiary of Strive merged with and into Semler Scientific, with Semler Scientific continuing as the surviving corporation and a wholly owned subsidiary of Strive.

Through the acquisition of Semler Scientific, Strive acquired Semler Scientific's existing bitcoin reserve as well as Semler Scientific's operating business, which develops and markets technology products and services that assist customers in evaluating and treating chronic diseases.

Our Bitcoin Strategy

Our bitcoin strategy generally involves, from time to time, subject to market conditions and the need for cash and cash equivalents to meet short-term working capital requirements, (i) acquiring bitcoin through open market purchases using available cash, which may be raised from our operating activities as well as capital raising initiatives, such as issuing equity and fixed income offerings, among other capital raise strategies (collectively, “beta” initiatives) and (ii) acquiring bitcoin through alpha strategies, such as acquiring bitcoin through strategic M&A activity or other transactions, resulting in the acquisition of bitcoin at a discount relative to market value, which are intended to deliver returns above and beyond what beta initiatives may deliver alone.

Our Bitcoin Holdings

In 2025, we acquired a total of approximately 7,627 bitcoin at an aggregate acquisition cost of approximately $863.0 million, or $113,153 per bitcoin, including fees and expenses.

During the period from January 1, 2026 to March 17, 2026, we acquired approximately 5,048 bitcoin through our acquisition of Semler Scientific and purchased an additional 953 bitcoin at an average price of approximately $81,092 per bitcoin, inclusive of fees and expenses.

Consistent with our long-term holding strategy, we have not sold any bitcoin to date.

In addition, in March 2026, we made an initial investment of $50.0 million in the Variable Rate Series A Perpetual Stretch Preferred Stock (the "STRC Stock") of Strategy Inc.

As of December 31, 2025, our digital assets, at fair value totaled approximately $668.5 million within our consolidated statement of financial condition, consisting of approximately 7,627 bitcoin.

We also held $67.5 million in cash and cash equivalents, putting us in a position to strategically deploy capital to bolster our treasury.

As of March 17, 2026, our cash

and cash equivalents totaled $83.7 million, while our position in the STRC Stock had a fair value of $50.4 million.

Our bitcoin treasury totaled 13,628 bitcoin as of March 17, 2026.

Overview of the Bitcoin Industry and Market

Bitcoin is a digital asset that is issued by and transmitted through an open-source protocol, known as the Bitcoin protocol, collectively maintained by a peer-to-peer network of individual, decentralized network participants called "nodes." This network hosts a public transaction ledger, known as the Bitcoin blockchain, on which bitcoin holdings and all validated transactions that have ever taken place on the bitcoin network are recorded.

Balances of bitcoin are stored in individual “wallets”, which associate network public addresses with one or more “private keys” that control the transfer of bitcoin.

The Bitcoin blockchain can be updated without any single entity owning or operating the network.

Creation of New Bitcoin and Limits on Supply

The bitcoin protocol limits the total number of bitcoin that can be generated over time to 21 million.

New bitcoin is created and allocated by the Bitcoin protocol through a “mining” process that rewards users that validate transactions in the bitcoin blockchain.

Validated transactions are added in “blocks” approximately every 10 minutes.

The mining process serves to validate transactions and secure the bitcoin network.

Mining is a competitive and costly operation that requires a large amount of computational power to solve complex mathematical algorithms.

This expenditure of computing power is known as “proof of work.” To incentivize miners to incur the costs of mining bitcoin, the Bitcoin protocol rewards miners that successfully validate a block of transactions with newly generated bitcoin.

Modifications to the Bitcoin Protocol

Bitcoin is an open-source network that has no central authority, meaning that no one person can unilaterally make changes to the software that runs the network.

However, there is a core group of developers that maintains the code for the Bitcoin protocol, and this group can propose changes to the source code and release periodic updates and other changes.

Unlike most software that has a central entity that can push updates to users, bitcoin is a peer-to-peer network in which the nodes decide whether to upgrade the software and accept the new changes.

As a practical matter, a modification becomes part of the Bitcoin protocol only if the proposed changes are accepted by participants collectively having more than 50% of the processing power, known as "hash rate", on the network.

If a certain percentage of the nodes reject the changes, then a “fork” takes place, and participants can choose the version of the software they want to run.

Forms of Attack Against the Bitcoin Network and Wallets

Blockchain technology has many built-in security features that make it difficult for hackers and other malicious actors to corrupt the protocol or blockchain.

However, as with any computer network, the Bitcoin network may be subject to certain attacks.

Some forms of attack include unauthorized access to wallets that hold bitcoin and direct attacks, like “51% attacks” or “denial-of-service attacks” on the Bitcoin network.

Bitcoin is controllable only by the possessor of both the unique public key and private key(s) relating to the local or online digital wallet in which the bitcoin is held.

Private keys used to access bitcoin balances are not widely distributed and are typically held on hardware (which can be physically controlled by the holder or by a third party, such as a custodian) or via software programs on third-party servers.

One form of obtaining unauthorized access to a wallet occurs following a phishing attack where the attacker deceives the victim and manipulates them into sharing their private keys for their digital wallet or other sensitive information.

Other similar attacks may also result in the loss of private keys, which may cause the victim to effectively lose the corresponding bitcoin because the victim can no longer access their digital wallet.

A “51% attack” may occur when a group of miners attain more than 50% of the Bitcoin network’s mining power, thereby enabling them to control the Bitcoin network and protocol and manipulate the blockchain.

A “denial-of-service attack” occurs when legitimate users are unable to access information systems, devices, or other network resources due to the actions of a malicious actor flooding the network with traffic until the network is unable to respond or crashes.

The Bitcoin network has been, and can be in the future, subject to denial-of-service attacks, which can result in temporary delays in block creation and in the transfer of bitcoin.

Bitcoin Industry Participants

The primary bitcoin industry participants are miners, investors and traders, digital asset exchanges, and service providers, including custodians, brokers, payment processors, wallet providers, and financial institutions.

Miners range from bitcoin enthusiasts to professional mining operations that design and build dedicated mining machines and data centers, including mining pools, which are groups of miners that act cohesively and combine their processing power to mine bitcoin blocks.

Investors and Traders.

Bitcoin investors and traders include individuals and institutional investors who, directly or indirectly, purchase, hold, and sell bitcoin or bitcoin-based derivatives, including bitcoin exchange-traded products.

Exchange-traded products ("ETPs") can be bought and sold on a stock exchange like traditional stocks and provide investors with another means of gaining economic exposure to bitcoin through traditional brokerage accounts.

Digital Asset Exchanges.

Digital asset exchanges provide trading venues for purchases and sales of bitcoin in exchange for fiat or other digital assets.

Bitcoin can be exchanged for fiat currencies, such as the U.S.

dollar, at rates of exchange determined by market forces on bitcoin trading platforms, which are not regulated in the same manner as traditional securities exchanges.

In addition to these platforms, over-the-counter markets and derivatives markets for bitcoin also exist.

The value of bitcoin within the market is determined, in part, by the supply of and demand for bitcoin in the global bitcoin market, market expectations for the adoption of bitcoin as a store of value, the number of merchants that accept bitcoin as a form of payment, and the volume of peer-to-peer transactions, among other factors.

Service Providers.

Service providers offer a multitude of services to other participants in the bitcoin industry, including custodial and trade execution services, commercial and retail payment processing, loans secured by bitcoin collateral, and financial advisory services.

Given the continued widespread adoption of the Bitcoin network, the range of service and number of service providers continue to increase.

Other Digital Assets

As of the date of this Annual Report, bitcoin was the largest digital asset by market capitalization.

However, numerous alternative digital assets exist, and many entities, including consortia and financial institutions, are actively researching and investing resources in blockchain platforms and digital assets that utilize consensus mechanisms other than proof-of-work mining, which is employed by the Bitcoin network.

For example, in late 2022, the Ethereum network transitioned to a “proof-of-stake” mechanism for validating transactions that requires significantly less computing power than proof-of-work mining.

Other alternative digital assets that compete with bitcoin in certain ways include “stablecoins,” which are designed to maintain a constant price because of their issuers’ promise to hold high-quality liquid assets (such as U.S.

dollar deposits and short-term U.S.

treasury securities) equal to the total value of stablecoins in circulation.

Stablecoins have grown rapidly as an alternative to bitcoin and other digital assets as a medium of exchange and store of value, particularly on digital asset trading platforms.

Additionally, central banks in some countries have started to introduce digital forms of legal tender.

For example, China’s central bank digital currency (“CBDC”) project was made available to consumers in January 2022, and governments including the United States and the European Union have discussed the potential creation of new CBDCs.

Our bitcoin strategy generally involves from time to time, subject to market conditions, (i) issuing debt or equity securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase bitcoin and bitcoin-related products or engage in other opportunistic transactions to acquire bitcoin and bitcoin-related products and (ii) acquiring bitcoin with our liquid assets that exceed working capital requirements.

When we engage in such capital raising transactions, we compete for capital with, among others, ETPs, bitcoin miners, digital assets exchanges, other digital assets service providers, other companies that hold bitcoin or other digital assets as treasury reserve assets, private funds that invest in bitcoin and other digital assets, and similar vehicles.

An increase in the competition for sources of capital could adversely affect the availability and cost of financing for our bitcoin purchases, and thereby could adversely affect the market price of our listed securities.

Custody of our Bitcoin

We currently hold and intend to continue to hold all of our bitcoin in custodial accounts at U.S.-based, institutional-grade custodians (who may hold our bitcoin in the United States or other territories) that have demonstrated records of regulatory compliance and information security.

Our custodians may also serve as liquidity providers.

We engage with multiple custodians to diversify our potential risk exposure to any one custodian.

Our custodial services contracts do not restrict our ability to reallocate our bitcoin among our custodians, and our bitcoin holdings may be concentrated with a single custodian from time to time.

In light of the significant amount of bitcoin we hold, we continually seek to engage additional digital asset custodians to further diversify the custody of our bitcoin.

We carefully select the custodians that custody our bitcoin after undertaking a due diligence process.

As part of our custodian selection process, we evaluate and select custodians that can demonstrate that they operate with strict security protocols, including multifactor authentication procedures designed to safekeep our bitcoin.

In addition, our custodial services agreements generally specify that the private keys that control our bitcoin will be held in offline or “cold” storage, which is designed to mitigate risks that a system may be susceptible to when connected to the internet, including the risks associated with unauthorized network access and cyberattacks.

We also conduct due diligence reviews during the custodial relationship to monitor the safekeeping of our bitcoin.

As part of our process, we obtain and review our custodians’ Services Organization Controls reports.

Our custodians have access to the private key information associated with our bitcoin, or private keys, and they deploy security measures to secure our bitcoin holdings such as advanced encryption technologies, multi-factor identification, and a policy of storing our private keys in redundant, secure and geographically dispersed facilities.

We never store, view or directly access our private keys.

The operational procedures of our custodians are reviewed periodically by third-party advisors.

All movement of our bitcoin by our custodians is coordinated and monitored.

Additionally, we routinely verify our bitcoin holdings by reconciling our custodial service ledgers to the public blockchain.

Potential Advantages and Disadvantages of Holding Bitcoin

We believe that bitcoin is an attractive asset because it can serve as a store of value, supported by a robust and public open-source architecture, that is untethered to sovereign monetary policy.

We also believe that, due to its limited supply, bitcoin offers the potential to serve as a hedge against inflation in the long-term and, if its adoption increases, the opportunity for appreciation in value.

Bitcoin exists entirely in electronic form, as virtually irreversible public transaction ledger entries on the blockchain, and transactions in bitcoin are recorded and authenticated not by a central repository, but by a decentralized peer-to-peer network.

This decentralization mitigates the risks of certain threats common to centralized computer networks, such as denial-of-service attacks, and reduces the dependency of the bitcoin network on any single system.

The decentralization of user nodes and miners also mitigates the risk of a 51% attack, which would be very costly and difficult to execute with respect to bitcoin because the Bitcoin network is open source and widely distributed, and transactions on the blockchain require significant computing power to be validated.

However, while the Bitcoin network as a whole is decentralized, the private keys used to access bitcoin balances are not widely distributed and are susceptible to phishing and other attacks designed to obtain sensitive information or gain access to password-protected systems.

Loss of such private keys can result in an inability to access, and effective loss of, the corresponding bitcoin.

Consequently, bitcoin holdings are susceptible to all of the risks inherent in holding any electronic data, such as power failure, data corruption, security breach, communication failure and user error, among others.

These risks, in turn, make bitcoin substantially more susceptible to theft, destruction, or loss of value from hackers, corruption, viruses and other technology-specific factors as compared to conventional fiat currency or other conventional financial assets.

In addition, the Bitcoin network relies on open-source developers to maintain and improve the Bitcoin protocol.

Accordingly, bitcoin may be subject to protocol design changes, governance disputes such as “forked” protocols, competing protocols, and other open source-specific risks that do not affect conventional proprietary software.

Our Healthcare Technology Solutions Products and Services

Our subsidiary, Semler Scientific, currently markets a patented and FDA-cleared, vascular testing product, QuantaFlo.

QuantaFlo is a four-minute in-office blood flow test that features a sensor clamp placed on the toe and finger.

Infrared light emitted from the clamp on the dorsal surface of the digit is scattered and reflected by the red blood cells coursing through the area of illumination.

Returning light is ‘sensed’ by the sensor.

A blood flow waveform is instantaneously constructed by our proprietary software algorithm.

Semler Scientific primarily utilizes a license model rather than an outright sales model for QuantaFlo.

Semler Scientific has placed its QuantaFlo product with healthcare insurance plans, integrated delivery networks, independent physician groups, hospitals and companies contracting with the healthcare industry such as risk assessment groups and retailers in addition to doctors’ offices.

Semler Scientific previously reported that it is experiencing and expects to continue to experience decreased usage of its QuantaFlo device due various factors, including the 2024 Medicare Advantage and Part D Final Rate Announcement issued by the Centers for Medicare and Medicaid Services (“CMS”).

Semler Scientific manufactures its product, QuantaFlo, in the United States through independent contractors whom it pays for finished goods.

Intellectual Property

We own common law rights to certain

marks, including “Asset Entities Where Assets Are Created”, “SiN”, “Social Influencer Network”, and

“AE 360 DDM”.

We also own rights to the assetentities.com Internet domain name.

We own the trademarks “Ternary

D” and “OptionsSwing”, the domain names ternarydev.com and optionsswing.com, the social media handle @optionsswing on

Instagram, Facebook, TikTok, YouTube, and X, the social media handle @TernaryDevelopments on Instagram, the social media handle @TernaryDev

on Facebook, TikTok and X, and the Ternary Developments and OptionsSwing Discord servers.

We also own The Whop, Instagram, TikTok, YouTube,

and Facebook social media accounts and PayPal and Stripe accounts relating to the Pure Profits Group Discord and TikTok Shop services.

Human Capital

As of March 25, 2025, we had nine full-time employees, one executive

consultant, and 41 independent contractors, some of which serve as Discord server moderators, analysts, server developers, customer service,

sales, and marketing outreach.

None of our personnel are represented by labor unions, and we believe that we have an excellent relationship

with everyone who works with us.

We operate the Company under remote-first principles.

We do not experience significant seasonality in

our sales cycle.

We use various methods to establish and protect our intellectual property, and rely on intellectual property laws in the United States and other countries, along with contractual measures to do so.

We own numerous trademarks (under common law, pending US Trademark applications, and a federally registered trademark for STRIVE), proprietary research, and copyrightable educational content distributed through our corporate digital channels.

We protect intellectual-property rights via trademark registrations, confidentiality agreements, and strict access controls.

We do not rely on patented technology for our core business.

For our healthcare business, we have been issued one patent for Semler Scientific’s apparatus, U.S.

7,628,760, which expires December 11, 2027.

Government Regulation

We are subject to several laws and regulations

that affect companies conducting business on the Internet, many of which are still evolving and could be interpreted in ways that could

harm our business.

The way existing laws and regulations will be applied to the Internet and how they will relate to our business, are

often unclear.

For example, we often cannot be certain how existing laws will apply in the e-commerce and online context, including with

respect to such topics as privacy, defamation, pricing, credit card fraud, advertising, taxation, sweepstakes, promotions, content regulation,

quality of products and services, and intellectual property ownership and infringement.

Numerous laws and regulatory schemes

have been adopted at the national and state level in the United States, and in some cases internationally, that have a direct impact on

our business and operations.

● The Protecting Americans from Foreign Adversary Controlled Applications Act (the “PAFACA

Act”) was adopted on April 24, 2024, and bans social networking services within 270 to 360 days if they are determined by the president

of the United States and relevant provisions to be a “foreign adversary controlled application”.

The definition covers websites

and application software, including mobile apps.

The PAFACA Act explicitly applies to ByteDance Ltd.

and its subsidiaries, including TikTok,

without the need for additional determination.

It ceases to be applicable if the foreign adversary-controlled application is divested

and no longer considered to be controlled by a foreign adversary of the United States.

● The Controlling the Assault of Non-Solicited Pornography And Marketing Act, as amended (the “CAN-SPAM

Act”), and similar laws adopted by several states, regulate unsolicited commercial emails, create criminal penalties for emails

containing fraudulent headers, and control other abusive online marketing practices.

The law also restricts data collection and use in

connection with its opt-out process requirements for senders of commercial emails.

Similarly, the U.S.

Federal Trade Commission (“FTC”)

has guidelines that impose responsibilities on us with respect to communications with consumers and impose fines and liability for failure

to comply with rules with respect to advertising or marketing practices it may deem misleading or deceptive.

● The federal Telephone Consumer Protection Act of 1991 (“TCPA”) restricts telemarketing and

the use of automated telephone equipment.

The TCPA limits the use of automatic dialing systems, artificial or prerecorded voice messages,

SMS text messages, and fax machines.

It also applies to unsolicited text messages advertising the commercial availability of goods or

Additionally, several states have enacted statutes that address telemarketing.

For example, some states, such as California,

Illinois, and New York, have created do-not-call lists.

Other states, such as Oregon and Washington, have enacted “no rebuttal statutes”

that require the telemarketer to end the call when the consumer indicates that such person is not interested in the product being sold.

Restrictions on telephone marketing, including calls and text messages, are enforced by the FTC, the Federal Communications Commission,

states, and through the availability of statutory damages and class action lawsuits for violations of the TCPA.

● The Credit Card Accountability Responsibility and Disclosure Act of 2009, and similar laws and regulations

adopted by several states regulate credit card and gift certificate use fairness, including expiration dates and fees.

Our business also

requires that we comply with payment card industry data security and other standards.

We are subject to payment card association operating

rules, certification requirements, and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult

or impossible for us to comply.

If we fail to comply with these rules or requirements, or if our data security systems are breached or

compromised, we may be liable for card issuing banks’ costs, subject to fines and higher transaction fees, and lose our ability

to accept credit and debit card payments from our customers, process electronic funds transfers, or facilitate other types of online payments,

and our business and results of operations could be adversely affected.

● The Digital Millennium Copyright Act provides relief for claims of circumvention

of copyright protected technologies and includes a safe harbor intended to reduce the liability of online service providers for hosting,

listing, or linking to third-party content that infringes copyrights of others.

● The Communications Decency Act provides that online service providers will not be

considered the publisher or speaker of content provided by others, such as individuals who post content on an online service provider’s

● The California Consumer Privacy Act (“CCPA”), which went into effect

on January 1, 2020, provides consumers the right to know what personal data companies collect, how it is used, and the right to access,

delete, and opt out of the sale of their personal information to third parties.

It also expands the definition of personal information

and gives consumers increased privacy rights and protections for that information.

The CCPA also includes special requirements for California

consumers under the age of 16.

In addition, the European Union and United Kingdom have adopted the General Data Protection Regulation

(“GDPR”), which likewise impose significant data protection obligations on enterprises, including limitations on data uses

and constraints on certain uses of sensitive data.

Effective January 1, 2023, we also became subject to the California Privacy Rights

Act (“CPRA”), which expands upon the consumer data use restrictions, penalties and enforcement provisions under the CCPA.

● Virginia’s Consumer Data Protection Act (“VCDPA”) establishes

rights for Virginia consumers to control how companies use individuals’ personal data.

The VCDPA dictates how companies must protect

personal data in their possession and respond to consumers exercising their rights, as prescribed by the law, regarding such personal

The VCDPA went into effect on January 1, 2023.

● The Colorado Privacy Act (the “CPA”) and

Connecticut’s An Act Concerning Personal Data Privacy and Online Monitoring (“CDPA”) ,

effective as of July 1, 2023, are similar comprehensive consumer privacy laws in Colorado and Connecticut, respectively.

● Effective as of December 31, 2023 , the Utah Consumer Privacy

Act (“UCPA”) regulates business handling of consumers’ personal data in Utah.

● In addition, the following other state laws have become effective

or will become effective within the next 12 months:

o The Texas Data Privacy and Security Act (effective as of July 1,

o The Oregon Consumer Privacy Act (effective as of July 1, 2024)

o The Montana Consumer Data Privacy Act ( effective

as of October 1, 2024)

● Effective as of January 1, 2025, the Iowa Consumer Privacy

Act (“ICPA”), the Delaware Personal Data Privacy Act (“DPDPA”), the Nebraska Data Privacy Act (“NEDPA”),

the New Hampshire Data Privacy Act (“NHDPA”), became comprehensive privacy laws

in Iowa, Delaware, Nebraska, and New Hampshire , respectively.

● Effective as of January 15, 2025, the New Jersey Data Protection

Act (“NJDPA”) became a comprehensive privacy law in New Jersey.

● Effective as of July 1, 2025, the Minnesota Consumer Data Privacy Act (“MCDPA”) and the Tennessee

Information Protection Act (“TIPA”) will become comprehensive privacy laws in Minnesota and Tennessee, respectively.

● Effective as of October 1, 2025, the Maryland Online Data Privacy Act of 2024 (“MODPA”)

will become a comprehensive privacy law in Maryland.

● Effective as of January 1, 2026, the Indiana Consumer Data Protection Act (“ICDPA”),

the Kentucky Consumer Data Protection Act (“KCDPA”), and the Rhode Island Data Transparency and Privacy Protection Act (“RIDTPPA”)

will become comprehensive privacy laws in Indiana, Kentucky, and Rhode Island, respectively.

● The European Union (the “EU”) General Data Protection Regulation (“GDPR”)

imposes stringent requirements for controllers and processors of personal data of persons in the EU, including, for example, more robust

disclosures to individuals and a strengthened individual data rights regime, shortened timelines for data breach notifications, limitations

on retention of information, increased requirements pertaining to special categories of data, and additional obligations when we contract

with third-party processors in connection with the processing of the personal data.

The GDPR also imposes strict rules on the transfer

of personal data out of the EU to the United States and other third countries.

In addition, the GDPR provides that EU member states may

make their own further laws and regulations limiting the processing of personal data.

The GDPR applies extraterritorially,

and we may be subject to the GDPR because of our data processing activities that involve the personal data of individuals located in the

EU, such as in connection with our EU-based students.

Failure to comply with the requirements of the GDPR and the applicable national

data protection laws of the EU member states may result in fines of up to €20,000,000 or up to 4% of the total worldwide annual turnover

of the preceding financial year, whichever is higher, and other administrative penalties.

GDPR regulations may impose additional responsibility

and liability in relation to the personal data that we process, and we may be required to put in place additional mechanisms to ensure

compliance with the new data protection rules.

Following the withdrawal of the

United Kingdom from the EU and the expiry of the transition period, from January 1, 2021, the United Kingdom Data Protection Act 2018

(“UK GDPR”) retains in large part the GDPR in United Kingdom national law.

The UK GDPR mirrors the fines under the GDPR, e.g.,

we could be fined up to the greater of €20 million/£17.5 million or 4% of global turnover under each regime.

The federal U.S.

Online Privacy Protection Act (“COPPA”), the GDPR, and the UK GDPR impose additional restrictions on the ability of online

services to collect information from minors.

In addition, certain states, including Utah and Massachusetts, have laws that impose criminal

penalties on the production and distribution of content that is “harmful to a minor.”

Investment Advisers Act of 1940

Under the Investment Advisers Act of 1940 (the “Investment Advisers

Act”), and the rules adopted under that statute, a person or firm is required to register with the SEC if the person or firm

● an “investment adviser” under Section 202(a)(11) of the Investment Advisers Act;

● not excepted from the definition of investment adviser by Section 202(a)(11)(A) through (E) of the Investment Advisers Act;

● not exempt from SEC registration under Section 203(b) of the Investment Advisers Act;

● not prohibited from SEC registration by Section 203A of the Investment Advisers Act.

Applicable state laws

may have similar registration requirements.

Subject to certain limited

exclusions, Section 202(a)(11) of the Investment Advisers Act generally defines an “investment adviser” as any person or firm

(1) for compensation;

(2) is engaged in the business of;

(3) providing advice, making recommendations, issuing reports, or furnishing

analyses on securities, either directly or through publications.

A person or firm must satisfy all three elements to be regulated under

the Investment Advisers Act.

The SEC’s Division

of Investment Management construes these elements broadly.

For example, with respect to “compensation,” the receipt of any

economic benefit suffices.

To be deemed compensation, a fee need not be separate from other fees charged, it need not be designated as

an advisory fee, and it need not be received directly from a client.

With respect to the “business” element, an investment

advisory business need not be the person’s or firm’s sole or principal business activity.

Rather, this element is satisfied

under any of the following circumstances:

the person or firm holds himself or itself out as an investment adviser or as providing investment

the person or firm receives separate or additional compensation for providing advice about securities;

or the person or firm typically

provides advice about specific securities or specific categories of securities.

Finally, a person or firm satisfies the “advice

about securities” element if the advice or reports relate to securities.

The Division has stated that providing one or more of the

following also could satisfy this element:

advice about market trends;

advice in the form of statistical or historical data (unless the

data is no more than an objective report of facts on a non-selective basis);

advice about the selection of an investment adviser;

concerning the advantages of investing in securities instead of other types of investments;

and a list of securities from which a client

can choose, even if the adviser does not make specific recommendations from the list.

An employee of an SEC-registered investment adviser

does not need to register separately, so long as all of the employee’s investment advisory activities are within the scope of his

One of the statutory

exclusions from the definition of “investment adviser” is the “publisher’s exclusion”.

Under Section 202(a)(11)(D)

of the Investment Advisers Act, “the publisher of any bona fide newspaper, news magazine or business or financial publication of

general and regular circulation” is excluded from the “investment adviser” definition.

This “publisher’s

exclusion” requires that product or service offerings must be:

(1) of a general and impersonal nature, in that the research provided

is not adapted to any specific portfolio or any client’s particular needs;

(2) “bona fide” or genuine, in that it contains

disinterested discussion and analysis as opposed to promotional material;

and (3) of general and regular circulation, in that it is not

timed to specific market activity or to events affecting, or having the ability to affect, the securities industry.

The basis for reliance

on such exclusion will depend on a facts-and-circumstances analysis.

Certain services provided

by the Company may cause the Company to meet the definition of “investment adviser” in the Investment Advisers Act and similar

Under the Investment Advisers Act, an “investment adviser” is defined as a “person who, for compensation,

engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to

the advisability of investing in, purchasing, or selling securities, or who, for compensation and as part of a regular business, issues

or promulgates analyses or reports concerning securities.” In particular, certain of the content on the Company’s Discord

servers, such as trading diaries posted by the Company’s personnel, and other content available on the Company’s social media

channels, may constitute investment advice.

In addition, in general, disclaimers, such as those included with the Company’s posts

on Discord and other social media, do not change the character of the advice provided for Investment Advisers Act purposes.

relies on the “publisher’s exclusion” from the definition of “investment adviser” under Section 202(a)(11)(D)

of the Investment Advisers Act, as described above and as interpreted by legal precedent.

We intend at all times to operate our business

in a manner as to not become inadvertently subject to the regulatory requirements under the Investment Advisers Act.

If we meet the definition of “investment

adviser” in the Investment Advisers Act, and do not meet the requirements for reliance on the “publisher’s exclusion”

from the definition of “investment adviser” or another exclusion, exemption, or exception from the registration requirements

under the Investment Advisers Act, we will have to register as an investment adviser with the SEC pursuant to the Investment Advisers

Act and potentially with one or more states under similar state laws.

Registration requirements for investment advisers are significant.

If we are deemed to be an investment adviser and are required to register with the SEC and potentially one or more states as an investment

adviser, we will become subject to the requirements of the Investment Advisers Act and the corresponding state laws.

The Investment Advisers

Act requires:

(i) fiduciary duties to clients;

(ii) substantive prohibitions and requirements;

(iii) contractual requirements;

(iv) record-keeping

requirements;

and (v) administrative oversight by the SEC, primarily by inspection.

Requirements and obligations imposed on investment

advisers can be burdensome and costly.

If it is deemed that we are out of compliance with such rules and regulations, we may also be subject

to civil and/or criminal penalties.

Applicable state laws may have similar or additional requirements.

If we are required to register

under these laws, we may no longer be able to continue to offer our investment education and entertainment services, which may have a

significant adverse impact on our business and results of operations.

Corporate History and Structure

Formation and Merger into Asset Entities

We began our operations as a general partnership

on August 1, 2020.

Asset Entities Limited Liability Company, a California limited liability company (“California LLC”), was

formed on October 20, 2020 to operate our business.

Asset Entities Inc., a Nevada corporation, was incorporated on March 9, 2022.

after the incorporation of Asset Entities Inc., all of the issued and outstanding stock of Asset Entities was purchased by California

LLC in exchange for $1.00.

On March 28, 2022, in accordance with Sections 17710.01-17710.19, inclusive, of the California Corporation

Code and Chapter 92A of the Nevada Revised Statutes (the “NRS”), California LLC was merged with and into Asset Entities.

a result of the merger, Asset Entities acquired the business of California LLC.

Pursuant to the Agreement and Plan of Merger, the units

of California LLC were automatically converted into shares of Asset Entities.

in the same proportion as the percentage interests of California

LLC represented by such units.

As a result and as further provided in the Agreement and Plan of Merger, on March 28, 2022, Asset Entities

Holdings, LLC, a Texas limited liability company (“AEH”), which owned 97.56% of California LLC’s units, became the holder

of 1,951,200 shares of Class A Common Stock of Asset Entities, or 97.56% of the total issued and outstanding post-merger shares of common

stock of Asset Entities, and a holder of 2.44% of California LLC’s units became the holder of 48,800 shares of Class B Common Stock

of Asset Entities, or 2.44% of the total issued and outstanding post-merger shares of common stock of Asset Entities.

Capital Structure

Under the Company’s Articles of Incorporation,

as amended (the “Articles of Incorporation”), we are authorized to issue two classes of common stock, Class A Common Stock

and Class B Common Stock, and any number of classes of preferred stock.

Class A Common Stock is entitled to ten votes per share on proposals

requiring or requesting stockholder approval, and Class B Common Stock is entitled to one vote on any such matter.

A share of Class A

Common Stock may be voluntarily converted into a share of Class B Common Stock.

A transfer of a share of Class A Common Stock will result

in its automatic conversion into a share of Class B Common Stock upon such transfer, subject to certain exceptions, including that the

transfer of a share of Class A Common Stock to another holder of Class A Common Stock will not result in such automatic conversion.

B Common Stock is not convertible.

Other than as to voting and conversion rights, the Company’s Class A Common Stock and Class B

Common Stock have the same rights and preferences and rank equally, share ratably and are identical in all respects as to all matters.

Holders of the Series A Preferred Stock generally

have the right to vote on an as-converted basis with the Class B Common Stock, to the extent that such conversion would not cause such

holder’s beneficial ownership of Class B Common Stock to exceed 4.99% of the outstanding Class B Common Stock, which may be increased

by the holder to up to 9.99% upon no fewer than 61 days’ prior notice.

As of March 25, 2025, AEH owns all of the 1,000,000

shares of our outstanding Class A Common Stock.

The shares of Class A Common Stock held by AEH are controlled by its officers and managers,

all of whom are also some of our officers and directors.

AEH also owns 250,000 shares of our Class B Common Stock.

There are 13,413,162

shares of Class B Common Stock issued and outstanding as of March 25, 2025.

AEH therefore controls 10,250,000 votes, or approximately

42.6% of all voting rights.

In addition, our directors and officers collectively hold 260,689 shares of Class B Common Stock.

their control of AEH’s shares of Class A Common Stock and Class B Common Stock and their own shares of Class B Common Stock, our

officers and directors collectively control 10,510,689 votes, or approximately 43.6% of total voting power.

Management’s concentrated

voting power may limit or preclude the ability of others to influence corporate matters including significant business decisions for the

foreseeable future.

Organizational Structure

The following diagram depicts our organizational structure as of March

This diagram includes our stockholder of Class A Common Stock, stockholders of Class B Common Stock subject to restrictions

on transfer, as a group, and our public stockholders of Class B Common Stock, as a group.

The Class A Common Stock and Class B Common

Stock holdings of these stockholders is also depicted.

As of the date of this Annual Report, we have no subsidiaries.

Our principal executive offices are located at

100 Crescent Ct, 7th Floor, Dallas, TX 75201 and our telephone number is (214) 459-3117.

We maintain a website at https://www.assetentities.com.

Information available on our website is not incorporated by reference in and is not deemed a part of this Annual Report.

Our fiscal year

ends December 31.

Neither we nor any of our predecessors have been in bankruptcy, receivership or any similar proceeding.

Bitcoin Regulation

The laws and regulations applicable to bitcoin and digital assets are evolving and subject to interpretation and change.

Governments around the world have reacted differently to digital assets;

certain governments have deemed them illegal, and others have allowed their use and trade without restriction, while in some jurisdictions, such as the U.S., digital assets are subject to overlapping, uncertain and evolving regulatory requirements.

As digital assets have grown in both popularity and market size, the U.S.

Executive Branch, Congress and a number of U.S.

federal and state agencies, including the Financial Crimes Enforcement Network, the Commodity Futures Trading Commission (“CFTC”), the U.S.

Securities and Exchange Commission ("SEC"), the Financial Industry Regulatory Authority, the Consumer Financial Protection Bureau, the Department of Justice, the Department of Homeland Security, the Federal Bureau of Investigation, the IRS and state financial regulators, have been examining the operations of digital asset networks, digital asset users and digital asset exchanges, with particular focus on the extent to which digital assets can be used to violate state or federal laws, including to facilitate the laundering of proceeds of illegal activities or the funding of criminal or terrorist enterprises, and the safety and soundness and consumer-protective safeguards of exchanges or other service-providers that hold, transfer, trade or exchange digital assets for users.

Many of these state and federal agencies have issued consumer advisories regarding the risks posed by digital assets to investors.

In addition, federal and state agencies, and other countries have issued rules or guidance regarding the treatment of digital asset transactions and requirements for businesses engaged in activities related to digital assets.

Depending on the regulatory characterization of bitcoin, the markets for bitcoin in general, and our activities in particular, our business and our bitcoin strategy may be subject to regulation by one or more regulators in the United States and globally.

Ongoing and future regulatory actions may alter, to a materially adverse extent, the nature of digital assets markets, the participation of industry participants, including service providers and financial institutions in these markets, and our ability to pursue our bitcoin strategy.

Additionally, U.S.

state and federal and foreign regulators and legislatures have taken action against industry participants, including digital assets businesses, and enacted restrictive regimes in response to adverse publicity arising from hacks, consumer harm, or criminal activity stemming from digital assets activity.

federal and state energy regulatory authorities are also monitoring the total electricity consumption of cryptocurrency mining, and the potential impacts of cryptocurrency mining to the supply and dispatch functionality of the wholesale grid and retail distribution systems.

Many state legislative bodies have passed, or are actively considering, legislation to address the impact of cryptocurrency mining in their respective states.

The CFTC takes the position that some digital assets, including bitcoin, fall within the definition of a “commodity” under the Commodity Exchange Act of 1936, as amended (the “CEA”).

Under the CEA, the CFTC has broad enforcement authority to police market manipulation and fraud in spot digital assets markets in which we may transact.

Beyond instances of fraud or manipulation, the CFTC generally does not oversee cash or spot market exchanges or transactions involving digital asset commodities that do not utilize margin, leverage, or financing.

In addition, CFTC regulations and CFTC oversight and enforcement authority apply with respect to futures, swaps, other derivative products and certain retail leveraged commodity transactions involving digital asset commodities, including the markets on which these products trade.

The SEC and its staff have taken the position that certain other digital assets fall within the definition of a “security” under the U.S.

federal securities laws.

Public statements made by senior officials and senior members of the staff at the SEC indicate that the SEC does not consider bitcoin to be a security under the federal securities laws.

However, such statements are not official policy statements by the SEC and reflect only the speakers’ views, which are not binding on the SEC or any other agency or court and cannot be generalized to any other digital assets.

In addition, since transactions in bitcoin provide a degree of anonymity, they are susceptible to misuse for criminal activities, such as money laundering.

This misuse, or the perception of such misuse, could lead to greater regulatory oversight of bitcoin and Bitcoin platforms, and there is the possibility that law enforcement agencies could close or blacklist bitcoin platforms or other bitcoin-related infrastructure with little or no notice and prevent users from accessing or retrieving bitcoin held via such platforms or infrastructure.

For example, the U.S.

Treasury Department’s Office of Foreign Assets Control has issued updated advisories regarding the use of virtual currencies, added a number of digital asset

exchanges and service providers to the Specially Designated Nationals and Blocked Persons list and engaged in several enforcement actions, including a series of enforcement actions that have either shut down or significantly curtailed the operations of several smaller digital asset exchanges associated with Russian and/or North Korean nationals.

Food and Drug Administration Regulation

QuantaFlo is a medical device subject to extensive regulation by the FDA and other federal, state, local and foreign regulatory bodies.

FDA regulations govern, among other things, activities that Semler Scientific or Semler Scientific’s partners perform and will continue to perform, including product design and development, product testing, product manufacturing, product safety, post-market adverse event reporting, post-market surveillance, product labeling, product storage, record keeping, premarket clearance or approval, post-market approval studies, advertising and promotion, and product sales and distribution.

Healthcare Fraud and Abuse

Semler Scientific’s operations are subject to federal and state healthcare laws and regulations including fraud and abuse laws, such as anti-kickback and false claims laws, data privacy and security laws and transparency laws related to payments and/or other transfers of value made to physicians and other healthcare professionals and teaching hospitals.

The federal Anti-Kickback Law prohibits unlawful inducements for the referral of business reimbursable under federally-funded healthcare programs, such as remuneration provided to physicians to induce them to use certain tissue products or medical devices reimbursable by Medicare or Medicaid.

The federal Anti-Kickback Law is subject to evolving interpretations.

For example, the government has enforced the federal Anti-Kickback Law to reach large settlements with healthcare companies based on, among other things, inappropriate consultant arrangements with physicians or questionable joint venture arrangements.

The majority of states also have anti-kickback laws, which establish similar prohibitions that may apply to items or services reimbursed by any third-party payor, including commercial insurers.

Further, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the “Health Care Reform Law”), among other things, amended the intent requirement of the federal Anti-Kickback Law and criminal healthcare fraud statutes.

A person or entity no longer needs to have actual knowledge of this statute or specific intent to violate it in order to have committed a violation.

In addition, the Health Care Reform Law provided that the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Law constitutes a false or fraudulent claim for purposes of the civil False Claims Act and certain criminal healthcare fraud statutes.

Additionally, the civil False Claims Act prohibits knowingly presenting or causing the presentation of a false, fictitious or fraudulent claim for payment to the U.S.

Actions under the False Claims Act may be brought by the U.S.

Attorney General or as a qui tam action by a private individual in the name of the government.

The federal government is using the civil False Claims Act, and the accompanying threat of significant liability, in its investigations of healthcare providers and suppliers throughout the country for a wide variety of Medicare billing practices and has obtained multi-million and multi-billion dollar settlements in addition to individual criminal convictions.

The federal False Claims Act provides for treble damages and per-claim penalties.

Semler Scientific has been cooperating with civil investigative demands from DOJ (as defined below) since 2017 related to claims for reimbursement related to Semler Scientific’s QuantaFlo device and entered into a settlement agreement with DOJ related thereto in September 2025.

See “ Risk Factors— Risks Related to Our Healthcare Legal and Regulatory Environment—We are subject to various healthcare fraud and abuse laws and regulations, recently entered into a settlement agreement with DOJ relating to a qui tam action under the False Claims Act, and is now subject to additional litigation and risk relating to the DOJ matter and disclosures regarding the same.

” for more information.

In addition, off-label promotion has been pursued as a violation of the federal False Claims Act.

Pursuant to FDA regulations, Semler Scientific can only market Semler Scientific’s products for cleared or approved uses.

Although physicians are permitted to use medical devices for indications other than those cleared or approved by the FDA based on their independent medical judgment, Semler Scientific is prohibited from promoting products for such off-label uses.

Given the significant size of actual and potential settlements, it is expected that the government will continue to devote substantial resources to investigating healthcare providers’ and suppliers’ compliance with the healthcare reimbursement rules and fraud and abuse laws.

Additionally, the majority of states in which Semler Scientific markets Semler Scientific’s products have similar fraud and abuse laws, such as anti-kickback, false claims, anti-fee splitting and self-referral laws, which may apply to items or services reimbursed by any third-party payor, including commercial insurers, and violations may result in substantial civil, criminal and administrative penalties.

The Health Care Reform Law also included the federal Physician Payments Sunshine Act, which requires device manufacturers for which payment is available under Medicare, Medicaid, or the Children’s Health Insurance Program to

disclose annually to CMS any “transfer of value” made or distributed to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors), other licensed health care practitioners, and teaching hospitals.

Such information is now made publicly available in a searchable format, and device manufacturers are now required to report and disclose any investment interests held by physicians and their family members during the preceding calendar year.

Failure to submit required information may result in significant civil monetary penalties for all payments, transfers of value or ownership or investment interests not reported in an annual submission.

Additionally, the commercial compliance environment is continually evolving in the healthcare industry, and some states, including California, Massachusetts and Vermont, mandate implementation of corporate compliance programs, along with the tracking and reporting of gifts, compensation and other remuneration to physicians and other healthcare providers.

The shifting compliance environment and the need to build and maintain robust and expandable systems to comply in multiple jurisdictions with different compliance and/or reporting requirements increases the possibility that a healthcare company may run afoul of one or more of the requirements.

Semler Scientific’s business operations may also be subject to certain federal and state laws regarding the use and disclosure of individually identifiable health information, such as the federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, which impose obligations on certain entities with respect to safeguarding the privacy, security and transmission of individually identifiable health information.

To enforce compliance with the federal laws, the DOJ has also increased its scrutiny of interactions between healthcare companies and healthcare providers (including Semler Scientific), which has led to an unprecedented level of investigations, prosecutions, convictions and settlements in the healthcare industry.

Dealing with investigations can be time- and resource-consuming.

Additionally, if a healthcare company settles an investigation with the DOJ or other law enforcement agencies, the company may be required to agree to additional compliance and reporting requirements as part of a consent decree or corporate integrity agreement.

and foreign government regulators have increased regulation, enforcement, inspections and governmental investigations of the medical device industry, including increased U.S.

government oversight and enforcement of the Foreign Corrupt Practices Act.

Whenever a governmental authority concludes that Semler Scientific is not in compliance with applicable laws or regulations, that authority can impose fines, delay or suspend regulatory clearances, institute proceedings to detain or seize Semler Scientific’s products, issue a recall, impose operating restrictions, enjoin future violations and assess civil penalties against Semler Scientific or Semler Scientific’s officers or employees and can recommend criminal prosecution.

Moreover, governmental authorities can ban or request the recall, repair, replacement or refund of the cost of devices Semler Scientific distributes.

If a governmental authority were to conclude that Semler Scientific is not in compliance with applicable fraud and abuse laws and regulations, Semler Scientific and Semler Scientific’s officers and employees could be subject to severe penalties including, for example, civil, criminal and administrative penalties, damages, fines, disgorgement, individual imprisonment, exclusion from participation as a supplier of product to beneficiaries covered by Medicare or Medicaid, additional reporting obligations and oversight if subject to a corporate integrity agreement or other agreement to resolve allegations of non-compliance with these laws, contractual damages, reputational harm, diminished profits and future earnings, and curtailment or restructuring of operations, any of which could adversely affect Semler Scientific’s ability to operate Semler Scientific’s business and the results of Semler Scientific’s operations.

It is uncertain whether and how future legislation, whether domestic or foreign, could affect prospects for QuantaFlo or what actions foreign, federal, state or private payors for health care treatment and services may take in response to any such health care reform proposals or legislation.

Human Capital

As of December 31, 2025, we employed 28 full-time employees.

None of our employees are represented by a labor union.

We believe our human-capital practices — centered on meritocracy, performance-based compensation, and equity ownership — are critical to attracting and retaining top talent.

We consider our relationship with our employees to be good and have not experienced any work stoppages.

We also regularly engage consultants and subcontractors on an as-needed basis.

Our executive management team regularly review and update our talent strategy, monitoring a variety of data, including turnover, diversity, and tenure, to design and implement effective reward/recognition, training, development, succession, and benefit programs to meet the needs of our businesses and our employees.

Available Information

Our website is located at www.strive.com.

We make available free of charge, on or through the Investor Relations section of our website (https://investors.strive.com), our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after electronically filing or furnishing such reports with the SEC.

Information found on our website is not part of this Annual Report or any other report filed with the SEC.

The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers, including us, that file or furnish electronically with the SEC at www.sec.gov.

We also maintain a dashboard on our website (https://treasury.strive.com/) as a disclosure channel for providing broad, non-exclusionary distribution of information regarding the Company to the public, including information regarding market prices of our outstanding securities, bitcoin acquisitions and holdings, certain KPI metrics and other supplemental information, and as one means of disclosing non-public information in compliance with our disclosure obligations under Regulation FD.

Investors and others are encouraged to regularly review the information that we make public via the website dashboard.

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 1. Business