What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-03-31 compared with 2025-03-27 · 249 added, 352 removed, 95 unchanged (86% of the section changed)

26 unchanged sentences

made, and we do not assume any obligation to update any forward-looking statements .

our inception in 2017 and through the fourth quarter of 2022, we have devoted substantially all of our resources to the research and

development of our safety syringe products Commencing in the fourth quarter of 2022 we started building inventory of syringe products.

To date, we have generated no revenue.

We have incurred net losses of $9,296,202 and $9,841,638 for the years ended December 31, 2024 and 2023,

respectively.

Substantially all of our net losses resulted from costs incurred in connection with our research and development efforts,

payroll and consulting fees, stock compensation and general and administrative costs associated with our operations, including costs

incurred for being a public company since April 14, 2022.

See below Initial Public Offering, Liquidity and Capital Resources and Notes

to Consolidated Financial Statements

classify our operating expenses as research and development, and general and administrative expenses.

We maintain a corporate office

located in Melville, New York, but employees and consultants in the US work remotely and will continue to do so indefinitely.

2020, in connection with the agreement to acquire Safegard, a syringe manufacturing facility in Hungary, which was completed on July

6, 2022, we were contractually provided the exclusive use of the facility for research and development and testing in exchange for payment

of the seller’s operating costs, including among others, use of Safegard’s work force, utility costs and other services.

To remain competitive, we must build inventory.

We began this process in

the 4 th Quarter of 2022.

To secure orders we require commercial quantities of inventory with delivery expected shortly after

our inception in 2017 and through the fourth quarter of 2022, we devoted substantially all of our resources to the research and development

of our safety syringe products.

Commencing in the fourth quarter of 2022 we started building inventory of syringe products.

generating syringe revenues in 2025.

In October 2025, we discontinued R&D and the manufacture of syringe products, and any future

inventory to be marketed will be sourced from third-party manufacturers.

For the year 2025, we reported a net loss of $282.5M, primarily

resulting from stock compensation charges, unrealized losses on our Solana holdings and asset impairments.

For the year ending December 31, 2025, the Company used cash in operations

The Company’s addition of the business strategy with digital assets resulted in an investment in Digital Assets at a

fair market value of $250.1M and current cash of $10.4M at December 31, 2025.

classify our revenues as net revenues, cost of goods sold and gross margin/loss from our Medical Device segment

and staking revenue from Digital Assets segment.

Operating expenses include transaction expenses relating to digital asset activities,

research and development from medical device packaging and selling, general and administrative expenses related to both of our segments

and our corporate office.

We maintain a corporate office located in Melville, New York, US and foreign employees and consultants work

remotely and will continue to do so indefinitely.

Marketing and Sales

We continue to be in discussions with healthcare companies and distributors

for sales of our existing inventory of disposable syringe products.

We continue to market these products to prospective customers,

which include foreign governments, hospitals and healthcare groups as opportunities present themselves.

and Development

Research and development expense consists of expenses incurred while performing

research and development activities for our various syringe products.

We recognize research and development expenses as they are incurred

Substantially all of our research and development expenses to date have been incurred in connection with our syringe products.

our research and development expenses to increase for the foreseeable future as we continue to enhance our products to meet the market

requirements for our Sharps syringe product line for its various intended uses throughout the world.

Public Offering

April 13, 2022, our registration statement on Form S-1 (File No.

333-263715), as amended, related to our IPO was declared effective by

the SEC, and our common stock and warrants began trading on the Nasdaq Capital Market, or Nasdaq, on April 14, 2022.

Our IPO closed on

April 19, 2022.

Net proceeds from the IPO were approximately $14.2 million.

In connection with the closing of the IPO, the Company used

net proceeds to repay the Note Payable of $2 million.

January 29, 2025, the Company closed on an offering the (“2025 Offering”) and received gross proceeds of approximately $20.0

million, before deducting underwriting fees and other offering expenses payable by the Company.

The net proceeds were approximately $18.2M,

of which $4.2M was used to repay the outstanding Notes.

2025 Offering consisted of 14,285,714 units consisting of 9,029,814 Common Units with gross proceeds of $12.6M and 5,255,900 Pre-Funded

Units with gross proceeds of $7.4M, with each unit consisting of one share of Common Stock.

In addition, each unit includes;

Series A Registered Common Warrant to purchase one share of Common Stock per warrant at an exercise price of $1.75 (“2025 Series

A Warrant”) and (ii) one Series B Registered Common Warrant to purchase one share of Common Stock per warrant at an exercise price

of $1.75 or pursuant to an alternative cashless exercise option (“2025 Series B Warrant”), collectively, the 2025 Warrants.

The public offering price per Common Unit was $1.40 or $1.3999 for each Pre-Funded Unit, which is equal to the public offering price

per Common Unit sold in the offering minus an exercise price of $0.0001 per Pre-Funded Warrant.

The Pre-Funded Warrants are immediately

exercisable and may be exercised at any time until exercised in full.

Immediately after closing 4,980,900 of the Pre-funded units were

exercised and the Company received $498 in proceeds.

The 2025 Series A Warrants are exercisable immediately and expire 60 months after

stockholder approval.

The number of securities issuable under the 2025 Series A Warrants is subject to adjustment.

The 2025 Series B

Warrants are exercisable immediately and expire 30 months after stockholder approval.

The number of securities issuable under the 2025

Series B Warrants is subject to adjustment.

Company granted Aegis Capital Corp.

(“Aegis”) an overallotment, being a 45-day option to purchase additional shares of Common

Stock and/or Warrants of (i) up to 15.0% of the number of shares of Common Stock sold in the offering, (ii) up to 15.0% of the number

of 2025 Series A Warrants sold in the offering and (iii) up to 15.0% of the number of 2025 Series B Warrants sold in the offering.

purchase price per additional share of Common Stock is equal to the public offering price of one Common Unit (less $0.00001 allocated

to each full Warrant), less the underwriting discount.

The purchase price per additional 2025 Warrant is $0.00001.

On January 29, 2025,

Aegis exercised its over-allotment option with respect to 2,142,857, 2025 Series A Warrants and 2,142,857, 2025 Series B Warrants and

the Company received net proceeds of approximately $43.

2025 Offering was made pursuant to an effective registration statement on Form S-1 (No.

333-284237) previously filed with the U.S.

and Exchange Commission (SEC) and declared effective by the SEC on January 27, 2025.

December 5, 2024, the Company, entered into subscription agreements with certain institutional investors, pursuant to which the Company

agreed to issue and sell to the investors 248,430 shares (the “Shares”) of Common Stock, par value $0.0001 per share of the

Company at a price of $1.95 per share for gross proceeds to the Company of $484,438 before deducting placement agent fees and commissions

of $84,671 with net proceeds, after reflecting par value, have been recorded in Additional Paid in Captial of $399,742.

The Shares issued

in the offering were offered at-the-market under Nasdaq rules and pursuant to the Company’s Form 1-A (the “Offering Statement”),

initially filed by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 (the

“Securities Act”), as most recently amended on November 18, 2024, and qualified on December 3, 2024.

September 20, 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) and a

Senior Secured Note (the “Note”) for an aggregate principal amount of $4,375,000, including OID interest of $875,000 maturing

on January 31, 2025, with certain purchasers (the “Purchasers”), and the issuance of approximately 259,091 (pre reverse -

5,700,006 ) unregistered shares of the Company’s Common Stock.

The aggregate gross proceeds to the Company were approximately $3.5

million, before deducting fees to the placement agent and other offering expenses payable by the Company of $514,700 and an escrow deposit

of $250,000 required until certain security liens are filed.

The Note and the common stock were recorded at the relative fair values

of $2.6M and $852,000, respectively, in accordance with ASC 470-20-25-2.

The aforementioned expenses were allocated based on the aforementioned

fair values as a reduction to the carrying amount of the debt and a reduction of the equity in accordance with ASC 505-10.

ended December 31, 2024, the Company recorded accreted interest and fees of 1,705,014 In connection

with the Securities Purchase Agreement and Note, the Company entered into a Registration Rights Agreement with the Purchasers (the “Registration

Rights Agreement”), requiring the Company to file a resale registration statement (the “Registration Statement”) with

Securities and Exchange Commission (the “Commission”) to register the unregistered shares of Common Stock.

forty-five (45) calendar days following the filing date, which is thirty (30) days after the closing date.

The Company filed the required

resale registration statement on October 23, 2024.

March 4, 2024 (the “Effective Date”) the Company entered into a cooperative sales and distribution agreement (the “Agreement)

with Roncadelle Operations s.r.l..

The Agreement was effective as of the Effective Date for the initial period of one (1) year (the “Initial

Upon expiration of the Initial Term, the term of the Agreement shall automatically renew for additional successive one

year terms, unless either party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current

term, unless any renewal term is terminated earlier pursuant to the terms of the Agreement or applicable law.

On February 5, 2025, the

parties reassessed the Agreement and mutually agreed to terminate the Agreement.

The Company obtained no economic benefit with the Agreement

and has other distribution efforts.

The Company incurred no liability on terminationof the Agreement.

March 12, 2025, the Company received a notification letter from The Nasdaq Stock Market advising that, for 30 consecutive business days

preceding the notification letter, the Company did not meet the minimum $1.00 per share bid price requirement for continued inclusion

on The Nasdaq Capital Market pursuant to Nasdaq Marketplace Listing Rule 5550(a)(2).

Normally, a company would be afforded a 180-calendar

day period to demonstrate compliance with the Minimum Bid Price Requirement.

However, pursuant to Listing Rule 5810(c)(3)(A)(iv) the

Company is not eligible for any compliance period specified in Rule 5810(c)(3)(A) because the Company has effected a reverse stock split

over the prior one-year period or has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio

of 250 shares or more to one.

Accordingly, the Company’s securities are subject to delisting from Nasdaq.

The Company timely requested

an appeal of the determination and is awaiting the notice of the hearing date.

Substantially all

of our research and development expenses to date have been incurred in connection with our syringe products.

As a result of the Settlement

Agreement (See Recent Developments), the Company will no longer be engaging in research and development activities.

of Treasury Oversight Committee

have adopted a treasury policy (the “Treasury Policy”) under which the principal holding in our treasury reserve on the balance

sheet is allocated to digital assets, starting with Solana (“SOL”).

Our Board of Directors (the “Board”)

approved updates to our Treasury Policy on December 20, 2025, authorizing the formation of the Treasury Oversight Committee.

As of December

31, 2025, the Company held over 2.0M SOL.

of Outstanding Litigations and Spinoff of Hungarian Subsidiary

to the announcement of the Settlement Agreement terms on August 21, 2025, the Company adopted a new strategy as a medical device sales

and distribution enterprise engaged in the marketing and distribution of syringe products other medical devices and would

no longer be performing research, design, and manufacturing activities.

October 6, 2025, the Company entered into a confidential settlement agreement and release (the “Settlement Agreement”) whereby

the Company and the Parties have agreed to unconditionally and irrevocably release and discharge each other and their respective representatives

from and against any and all claims alleged in the Litigation (the “Settlement”).

Pursuant to the Settlement Agreement, the

Company entered into definitive agreements, including a bill of sale, assignment and assumption agreement providing for the transfer

by the Company to the other party of certain assets, and a contract for the transfer of business share providing for the assignment by

the Company of all of the Company’s right, title and interest in and to the issued and outstanding shares of Safegard Medical Kft,

our Hungarian subsidiary.

In addition, the Company executed agreements for the transfer of certain patents and registered trademarks,

along with the related goodwill associated therewith.

The Settlement Agreement and other definitive agreements closed on October 14,

Repurchase Program

October 2, 2025, the Board approved a share repurchase program (the “2025 Repurchase Program”) providing for the repurchase

of up to $100,000,000 of the Company’s outstanding shares of Common Stock.

The 2025 Repurchase Program enables the Company to repurchase

its shares in the open market and in negotiated transactions.

The Repurchase Program does not obligate the Company to repurchase shares

of Common Stock and the specific timing and amount of repurchases will vary based on available capital resources and other financial

and operational performance metrics, market conditions, securities law limitations, and other factors.

connection with the 2025 Repurchase Program, on October 6, 2025, the Company entered into an Open Market Share Repurchase Agreement (the

“Repurchase Agreement”) with Cantor (the “Broker”) whereby the Broker has agreed to act as a non-exclusive agent

on behalf of the Company to repurchase shares of Common Stock in the open market pursuant to Rule 10b-18 of the Securities Exchange Act

of 1934, as amended.

The Repurchase Agreement will continue in effect until terminated by either the Company or the Broker, with or without

cause, upon written notice to the other party.

The Company will pay Broker a commission at a rate of $0.02 for each share of Common Stock

repurchased pursuant to the Repurchase Agreement.

and Restated Bylaws

January 15, 2026, the Board approved and adopted the Amended and Restated Bylaws of the Company (the “Bylaws”) to update

certain procedures and make various technical and conforming changes.

The Bylaws were effective immediately and include, among other

things, the following changes (the “Amendments”):

and update provisions to require that stockholder actions be taken at duly called meetings;

advance notice requirements for stockholder proposals and director nominations;

a Nevada exclusive forum provision for certain actions.

foregoing description of the Bylaws and the Amendments does not purport to be complete and is qualified in its entirety by the terms

and conditions of the Bylaws, a copy of which is attached hereto as Exhibit 3.5 and is incorporated herein by reference.

Accounting Policies and Significant Judgments and Estimates

11 unchanged sentences

estimates under different assumptions or conditions.

The FMV adjustments, based on the trading price of outstanding warrants classified

as liabilities, could impact the operating results in the reporting periods.

The fair market value adjustments, based on either the trading price or fair market

value of outstanding warrants, for those classified as liabilities, could impact the operating results in the reporting periods.

the market volatility of our Investments in digital assets could impact the operating results in the reporting periods.

Technology, Inc.

(“Sharps” or the “Company”) is a medical device company that has designed and patented various

safety syringes and has note safety syringe products that were acquired and is seeking commercialization by manufacturing and distribution

of its products.

accompanying consolidated financial statements include the accounts of Sharps Technology, Inc.

and its wholly owned subsidiary, Safegard

Medical, Inc, collectively referred to as the “Company.” All intercompany transactions and balances have been eliminated.

Company’s fiscal year ends on December 31.

is a medical device sales and distribution enterprise focused on the marketing and distribution of syringe products,

including the Securgard syringe product line and related drug-delivery systems.

The Company commenced generating initial revenue in the

quarter ended June 30 2025.

The Company intends to continue its distribution platform with established third-party manufacturers.

Technology is committed to maintaining compliance with all applicable regulatory and quality standards governing the marketing and distribution

of medical devices, including those established by the U.S.

Food and Drug Administration (FDA) and comparable international authorities.

On August 24, 2025, the Company adopted a digital asset treasury strategy focused on accumulating SOL, the native digital asset of

the Solana blockchain.

The Company has recently begun to explore strategic acquisitions and/or investments globally.

To this goal,

our treasury strategy and engineering teams continue to analyze these opportunities and develop our own digital products.

been and continue to prioritize long-term growth of the Company’s business, potentially using proceeds from the sale of SOL to

fund our expansion plans described above.

April 13, 2022, the Company’s Initial Public Offering was deemed effective with trading commencing on April 14, 2022.

received net proceeds of $14.2 million on April 19, 2022.

(See Capital Structure and Note 8 to the Consolidated Financial Statements)

of Significant Accounting Policies

of Presentation

accompanying consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles

(“GAAP”) in the United States (“U.S.”) and are expressed in U.S.

Company operates as one operating segment.

The Company’s chief operating decision maker (“CODM”) is its Chief Executive

Officer and Chief Financial Officer.

The CODM manages operations and business as one operating segment for the purposes of allocating

resources, making operating decisions and evaluating financial performance.

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements

and the reported amounts of revenues and expenses during the reporting periods.

Actual results could differ from those estimates.

and Cash Equivalents

Company considers all highly liquid investments purchased with an original or remaining maturity of three months or less at the date

of purchase to be cash equivalents.

Cash and cash equivalents are maintained with various financial institutions.

At December 31, 2024

and 2023, the Company had no cash equivalents.

Company values inventory at the lower of cost (average cost) or net realizable value.

Work-in-process and finished goods inventories

consist of material, labor, and manufacturing overhead.

Net realizable value is the estimated selling price in the ordinary course of

business, less reasonably predictable costs of completion, disposal, and transportation.

A reserve is established for any excess or obsolete

inventories, or they may be written off.

At December 31, 2024 and 2023, inventory is comprised of raw materials, components and finished

Value Measurements

Value Measurements and Disclosures, require an entity to maximize the use of observable inputs and minimize the use of unobservable inputs

when measuring fair value.

ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding

the inputs used to measure fair value.

A financial instrument’s categorization within the fair value hierarchy is based upon the

lowest level of input that is significant to the fair value measurement.

ASC 820 prioritizes the inputs into three levels that may be

used to measure fair value.

1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

are based on quoted prices that are readily and regularly available in an active market and do no entail a significant degree of judgment.

2 applied to assets or liabilities for which there are other than Level 1 observable inputs such as quoted prices for similar assets

or liabilities in active markets;

quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent

transactions (less active markets);

or model-derived valuations in which significant inputs are observable or can be derived principally

from, or corroborated by, observable market date.

2 instruments require more management judgment and subjectivity as compared to Level 1 instruments.

For instance:

determining which instruments

are most similar to the instrument being priced requires management to identify a sample of similar securities based on the coupon rates,

maturity, issuer credit rating and instrument type, and subjectively select an individual security or multiple securities that are deemed

most similar to the security being priced;

and determining whether a market is considered active requires management judgment.

3 applied to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement

of the fair value of the assets or liabilities.

The determination for Level 3 instruments requires the most management judgment and subjectivity.

assets are stated at cost.

Expenditures for maintenance and repairs are charged to operations as incurred.

The Company’s fixed

assets consist of land, building, machinery and equipment, molds and website.

Depreciation is calculated using the straight-line method

commencing on the date the asset is operating in the way intended by management over the following useful lives:

Building – 20

years, Machinery and Equipment – 3 -10 years and Website – 3 years.

The expected life for Molds is based lesser of the number

of parts that will be produced based on the expected mold capability or 5 years.

of Long-Lived Assets

assets are reviewed annually for impairment or whenever events or changes in circumstances indicate that the carrying amount of an asset

may not be recoverable.

Recoverability is measured by comparison of the carrying amount of an asset group to the future net undiscounted

cash flows that the assets are expected to generate.

If such assets are considered to be impaired, the impairment to be recognized is

measured by the amount by which the carrying amount of the assets exceeds the projected discounted future net cash flows arising from

Intangible Assets

applicable, the Company’s identified intangible assets are amortized on a straight-line basis over their estimated useful lives.

The Company makes judgments about the recoverability of finite-lived intangible assets whenever facts and circumstances indicate that

the useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable.

If such facts and

circumstances exist, the Company assesses recoverability by comparing the projected undiscounted net cash flows associated with the related

asset or group of assets over their remaining lives against their respective carrying amounts.

Impairments, if any, are based on the

excess of the carrying amount over the fair value of those assets.

If the useful life is shorter than originally estimated, the Company

would accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life.

The Company evaluates

the carrying value of indefinite-lived intangible assets on an annual basis, and an impairment charge would be recognized to the extent

that the carrying amount of such assets exceeds their estimated fair value.

Compensation Expense

Company measures its stock-based awards made to employees based on the estimated fair values of the awards as of the grant date.

stock option awards, the Company uses the Black-Scholes option-pricing model.

The stock-based awards are granted at an exercise price

that represents the fair market value of the underlying common stock based on the stock price, at which the Company sold stock in private

placements completed by the Company, during the period such options were issued.

Stock-based compensation expense is recognized over

the requisite service period and is based on the value of the portion of stock-based payment awards that is ultimately expected to vest.

The Company recognizes forfeitures of stock-based awards as they occur on a prospective basis.

compensation expense for awards granted to non-employees as consideration for services received is measured on the date of performance

at the fair value of the consideration received or the fair value of the equity instruments issued, whichever can be more reliably measured.

Company accounts for common stock warrants as either equity-classified or liability-classified instruments based on an assessment of

the specific terms of the warrants and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”)

Accounting Standards Codification (“ASC 480”), Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815,

Derivatives and Hedging (“ASC 815”).

The assessment considers whether the warrants are freestanding financial instruments

pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification

under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could

potentially require net cash settlement in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent

quarterly period end date while the warrants are outstanding.

their issuance date and as of December 31, 2024, the warrants were accounted for as liabilities as these instruments did not meet all

of the requirements for equity classification under ASC 815-40 based on the terms of the aforementioned warrants.

The resulting warrant

liabilities are re-measured at each balance sheet date until their exercise or expiration, and any change in fair value is recognized

in the Company’s Consolidated Statement of Operations (See Notes 8 and 10

to the Consolidated Financial Statements).

and Diluted Loss Per Share

Company computes net loss per share in accordance with ASC 260, Earnings per Share.

ASC 260 requires presentation of both basic and diluted

earnings per share (EPS) on the face of the consolidated statements of operations.

Basic EPS is computed by dividing net income (loss)

available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.

EPS includes in 2023 153,703 of pre-funded warrants (see Note 8).

gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred

stock using the if-converted method.

In computing diluted EPS, the average stock price for the period is used in determining the number

of shares assumed to be purchased from the exercise of stock options or warrants.

Diluted EPS excludes all dilutive potential shares if

their effect is anti-dilutive.

As of December 31, 2024, there were 852,994 stock options and warrants that could potentially dilute basic

EPS in the future that were not included in the computation of diluted EPS because to do so would have been anti-dilutive for the periods

Company must make certain estimates and judgments in determining income tax expense for financial statement purposes.

These estimates

and judgments are used in the calculation of tax credits, tax benefits, tax deductions, and in the calculation of certain deferred taxes

and tax liabilities.

Significant changes to these estimates may result in an increase or decrease to the Company’s tax provision

in a subsequent period.

provision for income taxes was composed of the Company’s current tax liability and changes in deferred income tax assets and liabilities.

The calculation of the current tax liability involves dealing with uncertainties in the application of complex tax laws and regulations

and in determining the liability for tax positions, if any, taken on the Company’s tax returns in accordance with authoritative

guidance on accounting for uncertainty in income taxes.

Deferred income taxes are determined based on the differences between the financial

reporting and tax basis of assets and liabilities.

The Company must assess the likelihood that it will be able to recover the Company’s

deferred tax assets.

If recovery is not likely on a more-likely-than-not basis, the Company must increase its provision for income taxes

by recording a valuation allowance against the deferred tax assets that it estimates will not ultimately be recoverable.

However, should

there be a change in the Company’s ability to recover its deferred tax assets, the provision for income taxes would fluctuate in

the period of such change.

Contingencies

are evaluated and a liability is recorded when the matter is both probable and reasonably estimable.

Gain contingencies are evaluated

and not recognized until the gain is realizable or realized.

significant accounting policies are described in Note 2 of the accompanying annual financial statements.

Sheet Arrangements

2 unchanged sentences

of the Years Ended December 31, 2025 and, 2024.

December 31, 2024

December 31, 2023

TWELVE MONTHS

ENDED DECEMBER 31,

Cost of goods sold

Cost of goods sold - inventory reserve

Total cost of goods sold

Gross Margin (Loss)

Staking Revenue, Net

Operating expenses:

Warrant issuance – related party

Consulting fees – related parties

Selling, general and administrative

Research and development

General and administrative

Net Interest expense (income)

FMV gain adjustment for derivatives

Foreign currency Loss

Unrealized loss on digital assets

Realized loss on digital assets

Digital asset transaction expenses

Total Operating Expenses

Loss from Operations

(269,735,374 )

Other Income (Expense):

Interest income (expense), net

Fair market value adjustment on warrants

Realized loss on derivatives

Other expense

Deferred Tax (Benefit)

Company has not generated any revenue to date.

Total Other Income (Expense)

Loss Before Provision for Taxes

(270,335,436 )

Tax Provision

Loss from Continuing Operations

(270,335,436 )

Discontinued Operations:

Loss from discontinued operations

(11,220,342 )

Loss on disposal

Income tax benefit

Loss from Discontinued Operations

(12,166,690 )

(282,502,126 )

Net Revenue/Gross Margin

the year ended December 31, 2025, we recognized revenues of $204,120 related to the Sologard syringes sold under a customer agreement.

There was no product revenue in 2024.

the year ended December 31, 2025, an inventory reserve of $418,869 was recorded to reduce the carrying value of the inventory of continuing

operations to its net realizable value.

The gross margin was $5,544 before this reserve.

The net realizable value adjustment related

to the inventory at our Hungarian subsidiary that was sold is included in the results of discontinued operations.

Revenue – net

the year ended December 31, 2025, the Company recognized net staking revenue of $6,805,009 resulting from the digital treasury strategy

implemented during the third quarter.

As of December 31, 2025, approximately 95% of the Company’s SOL holdings were staked.

expense – digital assets

the year ended December 31, 2025, $872,934 in transaction expenses relate to custodian and exchange for digital asset investments,

including a significant fee in connection with the transfer of locked SOL contributed in-kind as part of the August 2025 PIPE

and realized loss on digital assets

the year ended December 31, 2025 the Company recognized $152,952,163 in unrealized and $1,286,284 in realized losses on investments in

digital assets.

The unrealized loss resulted from the decrease from an average cost basis of our SOL investments of approximately $198

to the market value of $124 at December 31, 2025.

and Development

the year ended December 31, 2024, Research and Development (“R&D”) expenses increased decreased to $2,471,762 compared to

$1,605,547 for the year ended December 31, 2023.

The increase of $866,215 was due to a) an increase in asset machinery impairments in 2024 of $1,210,000, representing

an impairment of machinery of $1,770,000 in 2024 as compared to an asset impairment of $560,000 in 2023 b) lower depreciation expense

of $178,100 and d.) lower R&D labor, consulting and materials of $165,600 given the shift from R&D activities to manufacturing.

and Administrative

For the year ended December 31, 2024, General and Administrative (“G&A”)

expenses were $7,154,948 as compared to $8,521,103 for the year ended December 31, 2023.

The decrease of $1,366,155 was primarily attributable

to a decrease of $187,100 in payroll and related of:

i) payroll and consulting fees higher by $245,100 from $3,163,400 in 2023 to $3,408,500

in 2024, primarily due to increased amounts of payroll associated with higher average staffing levels throughout the year

and higher usage of various consulting services offset by ii) a decrease in stock compensation expense, due to timing of option awards

and vesting, of approximately $433,000 from $950,000 in 2023 to $517,000 in 2024.

All other G&A expenses decreased $1,179,000 primarily

lower marketing, public company and investor relation costs ($549,900), a settlement in 2023 for ($375,000), lower travel ($105,000),

lower insurance costs ($117,500), lower rent ($36,800), lower computer costs ($21,600), lower professional fees ($11,000), lower general

operating costs ($74,400), lower patent fees ($9,700), partially offset by higher board costs ($52,000) and depreciation ($69,900).

expense (income)

Net Interest expense,

was $1,664,712 for the year ended December 31, 2024, compared to interest income of $138,118 for the year ended December 31, 2023.

Interest changed, by $1,802,829 due to a) interest earned on invested cash in 2024 of $40,303 as compared to $138,118 in 2023 b) higher

interest expense of $1,705,014 for the accreted interest

on the debt financing that originated in the third quarter of 2024.

Other expenses increased $1,001,665 primarily due to a forfeiture of a

$1M escrow deposit associated with an asset acquisition agreement that was terminated due to delay in obtaining financing.

Adjustment for Derivatives

value of the Note Warrants requires the Fair Market Value (“FMV”) to be remeasured at each reporting date while

outstanding with recognition of the changes in fair value to other income or expense in the Consolidated Statement of Operations.

For the years ended December 31, 2024, and 2023 the Company recorded a FMV gain adjustment of $3,016,936 and $169,583, respectively to reflect the decrease in the Note Warrants and Warrants liabilities outstanding.

(See Notes 7, 8 and 10 to the

Consolidated Financial Statements)

the year ended December 31, 2025, research and development expenses, which relate to the Medical Device segment, decreased to

$198,762 compared to $531,233 for the year ended December 31, 2024.

Substantially all of our R&D expenses to date have been

incurred in connection with our syringe products.

The Company curtailed its Medical Device activities in 2025 and does not intend to

engage in R&D and manufacturing activities going forward related to medical devices.

General and Administrative

the year ended December 31, 2025, Selling, General and Administrative expenses were $16,052,069 as compared to $5,036,366 for the

year ended December 31, 2024.

The increase of $11,015,703 was primarily related to (a) stock compensation increased by $5.6 million

(b) payroll and consulting fees increased by approximately $3 million, primarily due to increased staffing levels for the Digital

Asset Treasury build out and severance paid to for the former Chief Executive Officer and increased public company expenses

following our adoption of the digital asset strategy.

Warrant issuance – related

This amount of $101,331,513 relates to warrants issued to our Strategic

See Note 15 to the Consolidated Financial Statements.

Consulting fees – related parties

This amount of $3,433,333 includes consulting fees

of $3,333,333 to Sol Edge and marketing fees of $100,000 to Sol Markets.

See Note 15 to the Consolidated Financial Statements.

of long-lived fixed assets

During the years ended December 31, 2025 and December 31, 2024, the Company

recorded no asset impairment on fixed assets related to our continuing medical device operations.

Asset impairment adjustments of approximately $7.5 million and $1.8 million respectively were recorded related to

the Company’s manufacturing operations.

These are included in the results of discontinued operations.

Interest expense, net

Net interest expense was $416,660 for the year ended December 31, 2025,

compared to $1,664,712 for the year ended December 31, 2024.

Net interest expense decreased due to higher average cash balances in the

current period directly related to the net proceeds from the 2025 offerings and repayment of the Company’s debt at the beginning

Adjustment for Warrants

For certain warrants classified as liabilities, the Fair Market Value (“FMV”)

is required to be recorded at the date the warrants are issued and then be remeasured at each reporting date while outstanding.

terms of the warrants are modified, the changes in fair value are recognized to other income or expense in the Consolidated Statement

of Operations.

For the years ended December 31, 2025 and December 31, 2024, the Company recorded FMV gain adjustments of approximately

$4.8 million and $3 million respectively.

(See Notes 10 and 12 to the Consolidated Financial Statements).

income (expense)

expense in 2024 was primarily due to the forfeiture of an escrow deposit of $1M.

and Capital Resources

December 31, 2024, and 2023, we had a cash balance of $864,041 and $3,012,908, respectively.

The Company has a working capital

deficit of $2,011,678 as of December 31, 2024, as compared to working capital of $1,145,569, as of December 31, 2023.

in our working capital, after net proceeds from offerings in 2024 of $5,907,407, was primarily related to the use of cash of

$8,092,681 in operations, investing in fixed assets purchased and the $1M forfeited escrow deposit.

The Company intends to finance its future development and

commercialization activities and its working capital needs largely from the sale of equity securities and/or with additional funding

from other traditional financing sources.

Subsequent to December 31, 2024, the Company closed an Offering and received net proceeds

of $18.2M of which $4.2M was used to repay the short-term Note.

The Company intends to finance its future development and

commercialization activities and its working capital needs with the recent offering proceeds and further with the sale of equity

securities and/or with additional funding from other traditional financing sources until such time that funds provided by operations

are sufficient to fund working capital requirements.

See Note 7,8 and 16 to the Consolidated Financial Statements.

In 2024 and 2023, the Company completed various offerings

and private placements.

(“Financings”) The proceeds from such Financings was used to fund working capital to build inventory,

fund capital expenditure and operating costs.

The Company identifies cash and equivalents, payment stablecoins, and unlocked

SOL as liquidity resources.

As of December 31, 2025, the Company had a cash balance of $10,382,744.

As of December 31, 2024, the Company held $754,802 in cash.

The Company had working capital of $14,187,484 at December 31, 2025, as compared

to a working capital deficiency of $2,011,679 as of December 31, 2024.

The increase in our working capital of $16,199,163 was directly

impacted by the cash provided by the August 2025 PIPE.

As of December 31, 2025, the Company held $250,111,125 in Digital Assets with a

large portion unlocked and readily available for sale.

the year ended December 31, 2025, the Company completed offerings that provided liquidity and capital:

proceeds from the Cash Securities Purchase Agreements and Cryptocurrency Securities Purchase Agreements in August 2025 aggregated $411M,

which investors paid using the following currency:

USD cash of $181M, locked SOL of $137M, unlocked SOL of $7M, USDC of $62M, and USDT

The net proceeds of $403M, reported in Additional Paid in Capital, reflect placement agent fees, legal fees, and expenses

Company issued 2.2M shares of common stock under the Sales Agreement and received net proceeds from the Sales Agreement of approximately

$18.9M after fees paid to the Agents and other offering expenses totaling approximately $1 million, reflected in Additional Paid

The Company intends to maintain sufficient cash and other immediately liquid resources on

hand to satisfy current obligations.

2024, the Company completed various offerings and private placements.

The proceeds from such financings were used to fund working capital,

to build inventory, and to fund capital expenditures and operating costs.

Cash Used in Operating Activities

Company used cash of $6,929,545 and $8,507,300 in operating activities for the year ended December 31, 2024 and 2023, respectively.

in cash used was principally due to the Company incurring G&A expenses, increase in inventory partially offset by lower

R&D activities, excluding non-cash items, as described above during year ended December 31, 2024.

The Company used cash of $10,990,651 and

$4,401,392 in operating activities for the years ended December 31, 2025 and 2024, respectively.

The increase in change in cash used

in operations was principally due to the Company incurring transaction fees relating to digital assets, and higher G&A expenses

primarily due to the initiation of the digital asset strategy, partially offset by lower R&D activities.

Net loss from continuing operations for the year ended December 31, 2025

was $270,335,436 with approximately $260M in net non-cash adjustments.

For the year ended December 31, 2024 net loss was $5,225,266 with

less than $1 million in net non-cash adjustments.

In 2025, stock-based compensation totaled $107,468,174, with $101,331,513

to a related party, a significant increase from $520,830 in 2024

and realized losses on digital assets were $152,952,163 in 2025, with no digital asset activity in 2024

losses on derivatives totaled $4,986,500 in 2025, with no such derivative activity in 2024

on fair market value adjustments on warrants were $4,803,098 and $3,016,936 in 2025 and 2024, respectively

had gains from non-cash net staking rewards less validator operating expenses of $6,801,179, with no such activity in

Cash Used in Investing Activities

the year ended December 31, 2024 and 2023, the Company used cash in investing activities of $1,163,137 and $698,277, respectively.

years, cash was used to acquire or pay deposits for machinery and equipment of $163,137 and $698,277 respectively.

In 2024, the Company incurred a $1,000,000 forfeiture cost under an agreement, as described in other expense above.

For the year ended December 31, 2025 and 2024, the Company used cash in

investing activities of $187,522,741 and $1,000,000, respectively.

In 2025, the primary increase related to the purchase of digital assets

of $170,519,290 and purchase of stablecoin of $17,003,451 following the August 2025 offering.

Cash Provided by Financing Activities

the year ended December 31, 2024 and 2023, the Company provided cash from financing activities of $5,907,407 and $8,029,628

respectively.

In the 2024 period, the cash provided was from the net proceeds from the Offerings in May and September 2024.

In the 2023 period, the cash provided was from the net proceeds from the Offerings in February and September 2023

For the year ended December 31, 2025 and 2024, the Company provided cash

from financing activities of $215,509,777 and $5,907,407, respectively.

In 2025, the net proceeds of $212,102,902, were mainly from the

Offering in August and the ATM Sales Agreement.

This also included a repayment of the Company’s debt financing in the first quarter

of 2025 of $4,222,012 as well as the proceeds from the margin loan of $7,628,888.

The margin loan was paid down using approximately $4,620,000

worth of USDC during 2025.

Stablecoin Activities

Company first utilized payment stablecoins as part of the August PIPE, with a direct inflow of $86,104,502 between USDC and USDT contributed

in-kind and an additional $17,003,451 purchased with cash from the same offering as a component of the overall deployment of these funds

to digital asset custodians and ultimately the purchase of SOL.

During 2025, the full amount of USDT and USDC

was utilized to purchase SOL, repay the margin loan and for a payment to a related party for

consulting services.

Therefore, payment stablecoin balances are not part of the Company’s liquidity

reserve as of December 31, 2025.

Sheet Arrangements

37 unchanged sentences

Quantitative and Qualitative Disclosures About Market Risk

required for smaller reporting companies.

Not applicable.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis