Added10-Q 2026-11-10 vs 10-K 2026-09-17
As a “smaller reporting company”, the Company is not required to provide the information required by this item.
Risk factors in the latest filings
23 new paragraphs in the 10-K, 41 new in the latest 10-Q
New in the 10-K
Paragraphs with nothing like them in last year's 10-K
23 paragraphs in Risk Factors of the 10-K filed Sep 17, 2026 with nothing like them in the 10-K filed Sep 24, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 31 Crypto companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
Although we do not currently satisfy the stockholders' equity requirement of Rule 5550(b)(1), we believe we are in compliance with Nasdaq's continued listing requirements because we satisfy the alternative Market Value of Listed Securities Standard set forth in Rule 5550(b)(2), which requires a minimum market value of listed securities of at least $35,000,000. As of September 8, 2026, the market value of our listed securities was approximately $85.0 million. A company listed on The Nasdaq Capital Market must meet at least one of the three standards set forth in Rule 5550(b) - the Equity Standard, the Market Value of Listed Securities Standard, or the Net Income Standard - in addition to the other continued listing requirements under Rule 5550(a).
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Fluctuations in the price of Solana may significantly influence the market price of our common stock.
Similar paragraph at 12 of 31 other Crypto companies: CIFR, CLSK, DFDV, DJT, EXOD, GME, HSDT, HUT and 4 moreTo the extent investors view the value of our common stock as linked to the value or change in the value of our Solana treasury, fluctuations in the price of Solana may significantly influence the market price of our common stock. Solana is a highly volatile asset that has traded as low as $60 and as high as $253 in the 12 months preceding the date of this Annual Report. The impact of our Solana treasury on our financial results and the market price of our common stock is likely to increase as we increase our overall holdings of our Solana treasury in the future.
A significant decrease in the market value of our Solana could adversely affect our ability to satisfy our financial obligations.
As part of our Solana treasury strategy, we expect to incur or continue to incur additional indebtedness and fixed charges. We do not expect our consumer products business to generate sufficient cash flow from operations to satisfy our financial obligations over the next twelve months. In such a case, we intend to fund our obligations using cash proceeds from equity or debt financings. Our ability to obtain equity or debt financing may in turn depend on, among other factors, the value of our Solana treasury holdings, investor sentiment and the general public perception of Solana, our strategy and our value proposition. Accordingly, a significant decline in the market value of our Solana treasury holdings or a negative shift in these other factors may create liquidity and credit risks, as such a decline or such shifts may adversely impact our ability to secure sufficient equity or debt financing to satisfy our financial obligations, including our debt and cash dividend obligations. These risks could materialize at times when Solana is trading below its value on our most recent balance sheet or our cost basis.
As Solana constitutes the vast bulk of assets on our balance sheet, if we are unable to secure equity or debt financing in a timely manner, on favorable terms, or at all, we may be required to sell Solana to satisfy our financial obligations, and we may be required to make such sales at prices below our cost basis or that are otherwise generally unfavorable. Any such sale of Solana may have a material adverse effect on our operating results and financial condition, and could impair our ability to secure additional equity or debt financing in the future. Our inability to secure additional equity or debt financing in a timely manner, on favorable terms or at all, or to sell our Solana holdings in amounts and at prices sufficient to satisfy our financial obligations, including our debt service, could cause us to default under such obligations. Any default on our current or future indebtedness could have a material adverse effect on our financial condition.
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Our Solana treasury strategy exposes us to various risks, including the following:
Similar paragraph at 9 of 31 other Crypto companies: DFDV, DJT, HSDT, HYPD, MSTR, NAKA, SBET, SUIG and 1 moreSolana and other digital assets are subject to significant legal, commercial, regulatory, and technical uncertainty, and our Solana strategy subjects us to enhanced regulatory oversight;
Similar paragraph at 9 of 31 other Crypto companies: DFDV, DJT, FWDI, HSDT, HYPD, MSTR, NAKA, SUIG and 1 moreRegulatory changes could impact our ability to operate validators in the future should we decide to do so or receive rewards;
Regulatory scrutiny of the Company’s activities may increase, potentially limiting our operations;
Potential litigation risks exist related to smart contract vulnerabilities, validator operations, or our business activities;
Uncertainty around Solana’s regulatory status may impact our ability to list on certain exchanges;
Changes in political administration may not guarantee a favorable regulatory environment for Solana; and
Increased regulatory focus on Layer-1 blockchains beyond Bitcoin and Ethereum could result in new compliance requirements.
The foregoing factors could lead to disruption in the market for Solana, which could adversely affect the value of the Company’s stock price.
SOL faces unique technical, governance and concentration risks that could materially affect its long-term viability.
The Solana Network is a high-throughput Layer-1 blockchain with architectural features that differ significantly from other blockchains, such as Ethereum. While these features allow for rapid processing of transactions, they introduce risks that could adversely impact the value of SOL and the stability of the Solana Network. Historically, the Solana Network has suffered network outages, slow operations and validator coordination failures. If such challenges were to persist, the confidence of the Solana development community and its users will be adversely affected, which could cause a rapid decline in the value of SOL. In addition, Solana’s consensus mechanism (PoH combined with PoS) is novel and relatively untested at a large scale over time. Structural flaws could emerge that require a fork, which may have an adverse impact on the Solana Network and our holdings.
Solana validators are relatively small in number, which may lead to coordinated censorship.
SOL requires high-performing computing hardware and internet connectivity to operate a validator node. These substantial infrastructure demands create a barrier of entry for validators, leading to a high concentration of validators that must be well capitalized. A significant portion of staked SOL tokens may be delegated to a few validators, resulting in a centralized block production environment. This concentration and centralization could lead to the risk of coordinated censorship, which validators or node operators could delay or exclude transactions or blocks from being confirmed and recorded on the blockchain, severely undermining neutrality and causing an erosion of the integrity of the Solana Network.
Our Solana validator reward yield is expected to decline over time and could have a material adverse effect on our financial results.
Solana’s current protocol distributes rewards to validators based on a declining inflation model. This model reduces the total amount of Solana rewards available to distribute to validators by 15% each year until it reaches a long-term rate of 1.5%. A significant reduction in validator reward yield could negatively impact our business and results of operations.
Our SOL treasury strategy is dependent on the Solana Foundation and core development team.
Similar paragraph at 1 of 31 other Crypto companies: DFDVThe Solana Network is more centralized than other blockchain protocols such as Bitcoin and Ethereum. The Solana Foundation and a relatively small group of core developers play a significant role in the governance, maintenance, and technical direction of the Solana protocol. If one or more key individuals that is responsible for the core development or leadership were to depart, become incapacitated or otherwise decide not to participate, the health of the Solana network will be significantly affected and would result in a material adverse impact on the value of SOL. Further, if the Solana Foundation were to become subject to a reputational event, it could lead to reduced developer engagement and adversely affect the functionality and value of the Solana Network.
Similar paragraph at 1 of 31 other Crypto companies: DFDVRead in the 10-K ↗
New in the latest 10-Q
Paragraphs in the 10-Q filed Nov 10, 2026 that were not in the one before
41 paragraphs in the 10-Q filed Nov 10, 2026 with nothing like them in the 10-Q filed May 12, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
Total Preferred Stock Preferred Stock Common Stock Common Stock Additional Paid Accumulated Stockholders'
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Inventory is stated at the lower of cost or net realizable value. Cost is determined by the weighted average moving cost inventory method. Net realizable value is determined, with appropriate consideration given to obsolescence, excessive levels, deterioration, and other factors.
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The Company measures its liquid SOL holdings at fair value in accordance with ASC 820, Fair Value Measurement, using unadjusted quoted prices in an active market for identical assets that the Company can access at the measurement date. The Company evaluates the principal market for SOL based on the market with the greatest volume and level of activity that is accessible to the Company. Accordingly, the Company classifies the fair value measurement of its liquid SOL holdings within Level 1 of the fair value hierarchy. CoinMarketCap is used as a market-data provider to monitor and corroborate pricing information; it is not considered a principal market or trading venue.
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Impairment of Long-lived Assets - Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. The Company periodically evaluates whether events and circumstances have occurred that indicate possible impairment. When impairment indicators exist, the Company estimates the future undiscounted net cash flows of the related asset or asset group over the remaining life in measuring whether or not the asset values are recoverable. The Company did not recognize impairment on its long-lived assets during the three months ended September 30, 2026 and 2025.
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Earnings (Loss) Per Share - Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average common shares outstanding. The basic earnings (loss) per share denominator includes shares underlying pre-funded warrants and vested restricted stock units that are required to be settled in shares, weighted for the period they qualify for inclusion. Diluted earnings (loss) per share reflects the effect of potentially dilutive common shares, when dilutive. Potentially dilutive common shares may include shares issuable upon the exercise or settlement of stock options, warrants and restricted stock units, and upon the conversion of preferred stock and convertible notes. The following table summarizes the computation of basic and diluted earnings per share for the three months ended September 30, 2026 and 2025:
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Show the other 36
Potentially dilutive securities that were not included in the calculation of diluted earnings (loss) per share because their effect would have been antidilutive were as follows:
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Stock options, warrants other than pre-funded warrants, and unvested restricted stock units are included in diluted earnings (loss) per share using the treasury stock method, when dilutive. Convertible notes and preferred stock are evaluated using the if-converted method, when dilutive.
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Convertible Debt - The Company accounts for its convertible debt instruments in accordance with ASC 470-20, Debt with Conversion and Other Options. Convertible debt instruments are initially accounted for as a single unit of account unless an embedded feature requires bifurcation from the host contract and separate accounting as a derivative pursuant to ASC 815, Derivatives and Hedging, or the substantial premium model in ASC 470-20 applies. The Company evaluates the terms of each convertible debt instrument at issuance and upon modification or other events requiring reassessment to determine the appropriate classification and accounting.
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Certain of the Company’s convertible notes include provisions requiring settlement of unconverted principal through the delivery of specified quantities of SOL and fixed-price conversion features. Management evaluates the SOL settlement feature under ASC 815, including whether the feature is clearly and closely related to the debt host and whether it meets the definition of a derivative. This evaluation includes consideration of whether the applicable contractual quantity of SOL is readily convertible to cash, based on the relevant settlement terms, transfer restrictions, market liquidity, expected price impact, and the ability of the market to absorb the applicable quantity without significantly affecting price. Management also evaluates whether conversion features qualify for the ASC 815 scope exception for contracts involving the Company’s own equity, including whether the feature is indexed to the Company’s own stock and would be classified in stockholders’ equity if it were a freestanding instrument.
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If an embedded feature is bifurcated, the Company initially records the derivative at fair value and subsequently remeasures it at fair value through earnings. If no embedded feature requires bifurcation, the convertible debt is subsequently accounted for in accordance with the terms of the instrument, including recognition of interest expense using the applicable contractual interest rate or effective interest method, as appropriate. For the Company’s existing notes, management concluded that the SOL repayment feature does not require bifurcation because it does not meet the derivative definition, and that the conversion feature qualifies for the own-equity scope exception.
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Fair Value Digital assets, June 30, 2025 $ 105,997,180 Purchases of digital assets 210,748,910 Digital asset revenue 6,083,617 Unrealized gain on digital assets 77,996,124 Digital assets, September 30, 2025 $ 400,825,831 Digital assets, June 30, 2026 $ 165,300,682 Purchases of digital assets 3,514,432 Proceeds from sales of digital assets (4,584,836) Digital asset revenue 3,052,839 Realized loss on digital asset revenue conversion to USD (156,943) Realized loss on sale of digital assets (1,525,202) Unrealized gain on digital assets 101,999,183 Digital assets, September 30, 2026 $ 267,600,155
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As of September 30, 2026, management valued liquid SOL at $117.99 per token based on the closing market prices of SOL. The closing market prices of SOL reported by CoinMarketCap as of September 30, 2026 and 2025 were $117.99 and $208.74, respectively.
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As of September 30, 2026, the Company held 714,833 locked SOL tokens, consisting of 228,435 locked SOL tokens purchased on the open market at negotiated discounts and 486,398 locked SOL tokens originally acquired through the issuance of convertible notes.
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The Company purchases locked SOL on the open market at negotiated discounts to the prevailing spot price. The original purchase discount is calculated in SOL tokens and amortized over the unlocking period. The dollar value of the unamortized discount is determined using the SOL spot price at each reporting date. As of September 30, 2026, the Company had 228,435 locked SOL tokens that were purchased with an unamortized original purchase discount of approximately $3.8 million. As of June 30, 2026, the Company had 263,522 locked SOL tokens that were purchased with an unamortized original purchase discount of approximately $2.4 million. The resulting purchase discount is recognized over the unlocking period based on the contractual token unlocking schedule, which ends in January 2028.
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As of September 30, 2026 and June 30, 2026, management estimated the fair value of the Company’s locked SOL tokens originally acquired through the issuance of convertible notes at approximately 90% of the corresponding SOL spot price, or $106.20 and $66.17 per locked token, respectively. As of September 30, 2026 and June 30, 2026, the Company held 486,398 and 585,602 locked SOL tokens that were originally acquired through the issuance of convertible notes, respectively.
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During the three months ended September 30, 2026, the Company reclassified the $260,652 payable related to the acquisition of Cygnet from Acquisition payable to Long-term contingent liabilities in the Condensed Consolidated Balance Sheets. The June 30, 2026 balance retains its previously reported classification within current liabilities. See Note 17 Commitments and Contingencies, for additional information.
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The following table summarizes the Company’s short-term treasury debt as of September 30, 2026 and June 30, 2026:
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The loan has no fixed maturity date. BitGo may demand repayment upon 30 days’ notice to the Company, and the Company may repay the loan upon 30 days’ notice to BitGo.
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During September 2026, the Company entered into a loan borrower request with BitGo under its existing master loan agreement. The loan borrower request reduced the interest rate on the outstanding borrowings from 11.50% to 7.50% per annum and revised the required collateral and certain margin thresholds.
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The following table summarizes the Company’s Cygnet subsidiary notes payable as of September 30, 2026 and June 30, 2026:
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As of June 30, 2026, the entire SBA note payable balance of $3,694,721 was classified as current because scheduled payments were past due. The SBA note payable maturity date of October 6, 2031 presented above reflects the original contractual maturity date.
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During the three months ended September 30, 2026, the Company reclassified the SBA note payable of $3,694,721 and related accrued interest of $1,080,201 to Long-term contingent liabilities in the Condensed Consolidated Balance Sheets. The June 30, 2026 balances retain their previously reported classifications. See Note 17 Commitments and Contingencies, for additional information.
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The following table summarizes the Company’s convertible notes as of September 30, 2026 and June 30, 2026:
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The following table summarizes the outstanding principal balances and contractual settlement terms of the Company’s convertible notes as of September 30, 2026:
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Outstanding SOL Tokens Principal Balance Convertible Notes Maturity Date Deliverable at Maturity* (Historical USD Value)* Convertible Notes – July 2025 Issuance July 16, 2027 962,955 $ 149,996,123 Convertible Note – January 2026 Issuance January 9, 2028 121,221 16,419,340
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The convertible notes are not repayable in cash. If a holder does not elect conversion into shares of the Company’s common stock before maturity, the Company is required to settle the outstanding principal balance through delivery of the contractually specified quantity of SOL, reduced proportionately for any principal previously converted. The Company evaluated the SOL settlement provisions and the conversion features under ASC 815, Derivatives and Hedging. The Company concluded that the...
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During the three months ended September 30, 2026, the Company issued the following shares of common stock:
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The Company maintains the 2019 Equity Incentive Plan (the “2019 Plan”), which provides for the grant of stock-based awards to employees, officers, directors, consultants, and other service providers. The 2019 Plan is administered by the Compensation Committee of the Board of Directors (or such other committee designated by the Board of Directors), which has authority to determine the recipients and terms and conditions of awards granted under the 2019 Plan. Awards may include stock options, restricted stock units, and other stock-based awards authorized under the 2019 Plan. As of September 30, 2026, 25,000,000 shares of the Company’s common stock were authorized for issuance under the 2019 Plan.
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On June 22, 2026, the Company entered into a three-year advisory services agreement with Hivemind. Under the agreement, the Company pays a quarterly advisory fee equal to 0.3125% of its market capitalization as of the last trading day of each fiscal quarter. The advisory fee is generally paid in advance through the issuance of shares of common stock.
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The agreement limits the number of shares issuable to Hivemind to the number that would not cause Hivemind and its affiliates to beneficially own more than 9.99% of the Company's outstanding common stock. Any portion of the advisory fee that cannot be paid in shares because of this limitation is payable in cash.
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The Company operates as one operating segment and has one reportable segment. The Company’s Chief Executive Officer is the chief operating decision maker (“CODM”). The Company’s reportable segment includes its digital asset treasury activities and consumer products operations. The accounting policies of the reportable segment are the same as those described in Note 2.
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Financial information is provided to the CODM on a consolidated basis. The CODM uses consolidated revenue and net income to assess the Company’s performance, make operating decisions, and allocate resources.
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The CODM is regularly provided with the consolidated expense information presented in the Company’s Condensed Consolidated Statements of Operations. Accordingly, the Company’s segment revenue, significant segment expenses, and net income are the same as the corresponding amounts presented in the Condensed Consolidated Statements of Operations. The Company has no additional significant segment expense categories that are regularly provided to the CODM and included in the measure of segment profit or loss.
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The CODM also reviews the Company’s assets on a consolidated basis. Accordingly, segment assets are the same as total assets reported in the Condensed Consolidated Balance Sheets.
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The Company disputes its responsibility for certain unassumed financing and acquisition related obligations associated with the Cygnet acquisition. Cygnet has ceased operations and has no ongoing business activities. The Company maintained a recorded liability of $5,035,574 related to potential claims concerning these obligations at September 30, 2026. These amounts are presented as Long-term contingent liabilities in the Condensed Consolidated Balance Sheets. The ultimate resolution of these matters and the amount, if any, that the Company may be required to pay remain uncertain.
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The Company operates as one operating and reportable segment that includes its digital asset treasury activities and consumer products operations.
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Unrealized gain on digital assets increased by approximately $24.0 million as compared with the same period last year. These gains reflect changes in the fair value of the Company’s SOL holdings during each period and are affected by SOL token price movements and the quantity and timing of holdings.
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Net cash flows provided by financing activities were approximately $9.8 million for the three months ended September 30, 2026, as compared to net cash flows provided by financing activities of approximately $39.4 million for the three months ended September 30, 2025. The decrease primarily reflected a $39.9 million reduction in proceeds from common stock issuances, partially offset by a $10.3 million decrease in payments of equity and debt issuance costs.
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The Company purchases locked Solana that cannot be purchased or sold on the normal market exchanges and is purchased and sold through negotiations directly with the owner of the locked Solana or their agent. The locked Solana is unlocked through a schedule that will continue through January of 2028 and once unlocked is the same as any other liquid Solana in the Company’s treasury. Since this locked Solana could create significant delays if the Company needed liquidity, management monitors the overall percentage of the digital assets that are locked or do not have the normal liquidity as other digital assets.
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The Company’s staking program involves the temporary loss of the ability to transfer, assign a new validator or otherwise dispose of the SOL. Under normal conditions, the Company will regain complete control over its unstaked SOL within two days of initiating the unstaking. However, there can be no guarantee that such process will result in the Company regaining complete control of its SOL in time to satisfy its current obligations. We maintain a certain amount of liquid SOL in the treasury and a certain amount of cash to ensure that the Company is able to satisfy its current obligations.
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As of September 30, 2026, the Company had a working capital deficit of approximately $11.4 million. Current liabilities included approximately $147.0 million representing the net carrying amount of convertible notes whose principal is settleable on a noncash basis under the terms of the agreements. As a result, the working capital deficit does not represent an equivalent cash funding requirement.
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10-Q against the 10-K
The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 10, 2026 against Item 1A of the 10-K filed Sep 17, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.