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ASSTStrive

Crypto · Financial Services · Nasdaq
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The 10-K against last year's

686 changes: 402 added, 275 removed, 9 reworded

10-K Mar 19, 2026 vs Mar 31, 2025
Risk FactorsRedline ↓
98.7%
of the text changed · 30,210 words now
96.6%
of the text changed · 6,504 words now

10-K 0001628280-26-019879 (2026-03-19) vs 10-K 0001213900-25-026431 (2025-03-31) Not compared: Legal Proceedings, Accounting Policies.

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

MD&A 190 words changed in this paragraph; it is 30% similar to last year's version.
On September 27, 2024, 15, 2025, the Company entered into the ATM ASST Sales Agreement with the ASST Sales Agent. Under Agent, pursuant to which the terms of the ATM Sales Agreement, the Company may, Company, from time to time, in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act, issue at its option, may offer and sell shares of its Class A Common Stock to or through or to the ASST Sales Agent, initially acting as the principal and/or the sole agent, having an aggregate sales price of up to $450.0 million. During the period from September 12, 2025 to December 31, 2025, the Company issued 26.4 million shares (1.3 million on a maximum aggregate amount split-adjusted basis) of $2,271,487 of shares of the Company’s Class B A Common Stock (the “ATM Shares”). The for aggregate gross proceeds of $78.7 million. As of December 31, 2025, the Company has the availability to raise approximately $371.3 million through the issuance and sale of the ATM Shares to or through the Sales Agent from time to time will be effected its Class A Common Stock pursuant to the Shelf Registration Statement and the prospectus supplements filed by the Company with the SEC on September 30, 2024 and November 18, 2024 relating to the offering of the ATM Shares and the accompanying base prospectus. ASST Sales Agreement.

Source: Item 7, 10-K 0001628280-26-019879 vs Item 7, 10-K 0001213900-25-026431

Risk Factors 151 words changed in this paragraph; it is 35% similar to last year's version.
The trading market for our Class B Common Stock will depend in part on securities may be influenced by the research and reports that securities or industry analysts publish about us or our business. business, market or competitors. We will not have any control over these analysts. If research securities and industry analysts do not establish and maintain adequate research cover our company, cease coverage of our company, downgrade our securities, or if one or more of the analysts who covers us downgrades our Class B Common Stock or publishes publish inaccurate or unfavorable research about our business, the market price for our Class B Common Stock would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or and trading volume for our Class B Common Stock securities may be negatively affected. In light of the unpredictability inherent in our anticipated businesses, our financial outlook commentary may differ from analysts’ expectations, which could cause volatility to decline. the price of our securities.

Source: Item 1A, 10-K 0001628280-26-019879 vs Item 1A, 10-K 0001213900-25-026431

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of ASST's Risk Factors and MD&A, 10-K 2026-03-19 against 10-K 2025-03-31. Each links to the text at sec.gov.

RemovedRisk Factors
The Company is an early, startup stage entity with little operating history. The revenue and income potential of the Company’s business and market are unproven. The Company’s limited operating history makes an evaluation of the Company and its prospects difficult and highly speculative. There can be no assurances that: (a) The Company will be able to develop products or services on a timely and cost effective basis; (b) the Company will be able to generate any increase in revenues; (c) the Company will have adequate financing or resources to continue operating its business and to provide services to customers; (d) the Company will earn a profit; (e) the Company can raise sufficient capital to support operations by attaining profitability; or (f) the Company can satisfy future liabilities.

Read it in 10-K 2025-03-31 at sec.gov ↗

RemovedRisk Factors
We had a net loss for the years ended December 31, 2024 and 2023. The Company intends to increase expenditures to develop its business and, as a result, may continue to incur losses. There can be no assurance that the Company will achieve significant revenues or profitability. There can be no assurance that the Company will be able to raise additional capital on acceptable terms and conditions, if at all. In the event the Company does achieve rapid sales growth and raise additional capital to fund its current liabilities and burn rate, there is a risk that the Company could fail. There can be no assurances that the Company will be able to retain or attract qualified personnel if it is not able to get to profitability in the foreseeable future.

Read it in 10-K 2025-03-31 at sec.gov ↗

RemovedRisk Factors
The Company may need to procure additional financing over time, the amount and timing of which will depend on a number of factors, including the pace of expansion of the Company’s opportunities and customer base, the scope of service development to be undertaken by the Company, the need to respond to customer needs for improvement of service offerings, the services offered and development efforts, the cash flow generated by its operations, the extent of losses, if any with respect to matters identified as risk factors herein and the extent of other unanticipated areas or amounts of expenditure. The Company cannot fully predict the extent to which it will require additional financing. There can be no assurance regarding the availability or terms of additional financing the Company may be able to procure over time. Any new investor may require that any future debt financing or issuance of preferred equity by the Company could be senior to the rights of stockholders, and any future issuance of equity could result in the dilution of the value of our shares.

Read it in 10-K 2025-03-31 at sec.gov ↗

RemovedRisk Factors
We had a net loss for the years ended December 31, 2024 and 2023. It is anticipated that the Company may continue to sustain operating losses. Its ability to become and/or remain profitable depends in material part on success in growing and expanding the Company’s products and services. There can be no assurance that this will occur. Unanticipated problems and expenses often encountered in offering new and unique products or services may impact whether the Company is successful. Furthermore, the Company may encounter substantial unexpected expenses related to development, technological changes, marketing, insurance, legal or regulatory requirements and changes to such requirements or other unforeseen difficulties. There can be no assurance that the Company will become or remain profitable. If the Company sustains losses over a period of time, it may be unable to continue in business.

Read it in 10-K 2025-03-31 at sec.gov ↗

RemovedRisk Factors
We had a net loss for the years ended December 31, 2024 and 2023. It is difficult to accurately forecast the Company’s revenues and operating results, and they could continue to fluctuate in the future due to a number of factors. These factors may include: Acceptance of the Company’s products and services; the amount and timing of operating costs and capital expenditures; competition from other market venues or services that may reduce market share and create pricing pressure; and adverse changes in general economic, industry and regulatory conditions and requirements. The Company’s operating results may fluctuate from year to year due to the factors listed above, others described in Part II Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, or not listed. At times, these fluctuations may be significant.

Read it in 10-K 2025-03-31 at sec.gov ↗

Show the other 16
RemovedRisk Factors
We expect to generate substantially all of our revenue through social media, marketing agreements, and performing services in connection with social media platforms. Any deterioration in our relationship with these social media platforms would harm our business. We will be subject to Discord’s, TikTok’s, Instagram’s, YouTube’s, X’s, Apple’s and Google’s standard terms and conditions, which govern the promotion, distribution and operation of the various aspects of the operations of the Company. In particular, without being able to use TikTok and other dominant social media as platforms for our social influencers to disseminate marketing and other content, we may not succeed. In July 2021, our co-founder, Executive Vice-Chairman and Chief Marketing Officer, Kyle Fairbanks, was temporarily banned from TikTok for posting a comment that TikTok had determined had violated its terms of service. Although Mr. Fairbanks’s comment was about the Robinhood/GameStop meme stock phenomenon and Mr. Fairbanks believed that he was merely “looking out for the little guy” when he posted the comment in support of the retail investors, TikTok imposed a temporary ban on Mr. Fairbanks. Although TikTok subsequently lifted its ban on Mr. Fairbanks and Mr. Fairbanks has not experienced similar issues since the incident, there is no assurance that TikTok or any other service will permit our key influencers like Mr. Fairbanks from using their services in the future.

Read it in 10-K 2025-03-31 at sec.gov ↗

RemovedRisk Factors
Discord, TikTok, Instagram, YouTube, X, Apple, Google, or other social media companies whose services we use to market our services, establish terms or conditions which have the effect of discontinuing or limiting our access to their platforms;

Read it in 10-K 2025-03-31 at sec.gov ↗

RemovedRisk Factors
These companies modify their terms of service or other policies, including fees charged to, or other restrictions on, and change how the personal information of its users is made available on their respective platforms or shared by users; or

Read it in 10-K 2025-03-31 at sec.gov ↗

RemovedRisk Factors
In addition, these companies have broad discretion to change their terms of service and other policies with respect to us, and those changes may be unfavorable to us. Any such changes in the future could significantly alter how users experience our product and services and interact with our application or in our community, which may harm our business.

Read it in 10-K 2025-03-31 at sec.gov ↗

RemovedMD&A
The following discussion and analysis summarizes the significant factors affecting our operating results, financial condition, liquidity and cash flows as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this Annual Report. The discussion contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Annual Report, particularly in the sections titled Item 1A. “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

Read it in 10-K 2025-03-31 at sec.gov ↗

RemovedMD&A
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 processing. All of our services are based on our effective use of Discord as well as other social media including TikTok, X, Instagram, and YouTube.

Read it in 10-K 2025-03-31 at sec.gov ↗

RemovedMD&A
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 Discord server offering features education and entertainment content covering real estate investments, which is expected to appeal strongly to older generations as well. Our combined server user membership was approximately 206,899 as of December 31, 2024.

Read it in 10-K 2025-03-31 at sec.gov ↗

RemovedMD&A
Our social media and marketing services utilize our management’s social influencer backgrounds by offering social media and marketing campaign services to business clients. Our team of social influencer independent contractors, which we call our “SiN” or “Social Influencer Network”, 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.

Read it in 10-K 2025-03-31 at sec.gov ↗

RemovedMD&A
Our “AE.360.DDM, Design Develop Manage” service, or “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. With our AE.360.DDM rollout, we are uniquely positioned to offer DDM services in the growing market for Discord servers.

Read it in 10-K 2025-03-31 at sec.gov ↗

RemovedMD&A
Through Ternary v2, our subscription management and payment processing solution for Discord communities, subscribers can monetize and manage their Discord users. 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.

Read it in 10-K 2025-03-31 at sec.gov ↗

RemovedMD&A
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 expect to experience rapid revenue growth from our services. We believe that we have built a scalable and sustainable business model and that our competitive strengths position us favorably in each aspect of our business.

Read it in 10-K 2025-03-31 at sec.gov ↗

RemovedMD&A
Our revenue depends on the number of paying subscribers to our Discord servers. During the years ended December 31, 2024 and 2023, we received revenue from 1,302 and 298 Asset Entities Discord server paying subscribers, respectively.

Read it in 10-K 2025-03-31 at sec.gov ↗

RemovedMD&A
As 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. In 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. As of March 31, 2025, the Company had filed additional prospectus supplements to the Shelf Registration Statement to increase the maximum gross proceeds to $5,489,399. Since the commencement of the ATM Financing, a total of 5,417,700 shares has been sold, for net proceeds to the Company of $4,830,647.56, after paying $329,362 in compensation to the Sales Agent and the same amount to Boustead under the Boustead ATM Waiver. The 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. For further discussion, see Item 7. “—Liquidity and Capital Resources”.

Read it in 10-K 2025-03-31 at sec.gov ↗

RemovedMD&A
We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

Read it in 10-K 2025-03-31 at sec.gov ↗

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