Alpha Compute (Nasdaq: ALP) pivots to AI GPUs amid $38.6M loss
Alpha Compute Corp, a BVI-based foreign private issuer, has pivoted from biotechnology and digital assets to AI compute infrastructure, acquiring, deploying and leasing NVIDIA GPUs for GPU-as-a-Service and confidential computing workloads in North America and Europe.
For the year ended March 31, 2026, it generated $97k of revenue from initial compute services and recorded a net loss of $38.6 million, up from $6.8 million a year earlier, driven by higher operating expenses of $23.2 million, losses on digital assets and an impairment of its Compedica investment. Working capital was a deficit of $8.7 million, and auditors included an explanatory paragraph expressing substantial doubt about its ability to continue as a going concern.
The company’s first large cluster, ALPHA-01, with 504 NVIDIA B200 GPUs in a Canadian data center, is backed by a two-year $32.2 million compute off-take lease with a frontier AI research lab. A second 576-GPU B300 cluster (ALPHA-02) is planned in Sweden. Alpha Compute also acquired 60% of GaMee Global from Animoca Brands for $3.5 million in cash and equity, and it remains exposed to TON digital assets through prior treasury activities. In March 2026 it received a Nasdaq deficiency notice after its share price stayed below $1.00 for 30 days, triggering a compliance period through August 31, 2026.
Positive
- Signed a two-year compute off-take lease for ALPHA-01 worth $32.2 million, providing contracted revenue tied to 504 NVIDIA B200 GPUs.
- Completed the $3.5 million acquisition of a 60% stake in GaMee Global from Animoca Brands, adding Telegram ecosystem distribution for AI services.
Negative
- Auditors included an explanatory paragraph expressing substantial doubt about Alpha Compute’s ability to continue as a going concern.
- Net loss rose to $38.6 million for the year ended March 31, 2026, compared with $6.8 million in the prior year.
- Working capital turned into a deficit of $8.7 million, leaving the company reliant on external financing, including related-party capital.
- Recorded $3.8 million of losses from revaluation of digital assets and related receivables plus a $4.8 million impairment of its Compedica investment.
- Received a Nasdaq deficiency notice on March 2, 2026 because the share price stayed below the $1.00 minimum bid for 30 consecutive business days.
Filing Explained
The completed GaMee purchase adds 99,800 shares and warrants for 1,900,200 more, creating a disclosed dilution path for existing holders.
A Form 20-F is a foreign private issuer’s annual report covering audited annual financial statements and related disclosures.
The July 15 filing records that the GaMee acquisition completed on
The completed GaMee consideration included
For the Swedish deployment, Phase I of the colocation agreement began on
The filing projects delivery and installation of those servers in
Key Figures
Key Terms
foreign private issuer regulatory
going concern financial
GPU-as-a-Service technical
confidential computing technical
passive foreign investment company regulatory
TON digital assets financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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What are the key details of Alpha Compute’s ALPHA-01 and ALPHA-02 GPU clusters?
What going concern and liquidity risks does Alpha Compute Corp (ALP) face?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2026
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report ______________
For the transition period from ______________ to ______________
Commission File Number: 001-40086
Alpha Compute Corp
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant's name into English)
British Virgin Islands
(Jurisdiction of incorporation or organization)
Clarence Thomas Building, P.O. Box 4649
Road Town, Tortola, British Virgin Islands, VG1110
(Address of principal executive office)
Wes Levitt
c/o Alpha Compute Corp
(302) 219-5556
1111B S Governors Ave STE 25907
Dover, Delaware 19904
w@alphacompute.ai
(Name, telephone, e-mail and/or facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Ordinary Shares, no par value | ALP | The Nasdaq Capital Market |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Not applicable
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
Not applicable
(Title of Class)
Indicate the number of outstanding shares of each of the Issuer's classes of capital or common stock (ordinary shares) as of the close of the period covered by the annual report. Ordinary shares without par value – 23,470,877 as at March 31, 2026.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of the "large accelerated filer,” “accelerated filer," and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ | Emerging growth company ☐ |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☐ | International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ | Other ☐ |
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Table of Contents
| Page No. | ||
| Forward-Looking Statements | 2 | |
| Foreign Private Issuer Status and Reporting Currency | 2 | |
| Part I | ||
| Item 1. | Identity of Directors, Senior Management and Advisors | 3 |
| Item 2. | Offer Statistics and Expected Timetable | 3 |
| Item 3. | Key Information | 3 |
| Item 4. | Information on the Company | 11 |
| Item 4A. | Unresolved Staff Comments | 15 |
| Item 5. | Operating and Financial Review and Prospects | 15 |
| Item 6. | Directors, Senior Management and Employees | 23 |
| Item 7. | Major Shareholders and Related Party Transactions | 35 |
| Item 8. | Financial Information | 37 |
| Item 9. | The Offer and Listing | 37 |
| Item 10. | Additional Information | 38 |
| Item 11. | Quantitative and Qualitative Disclosures about Market Risk | 47 |
| Item 12. | Description of Securities Other than Equity Securities | 48 |
| Part II | ||
| Item 13. | Defaults, Dividend Arrearages and Delinquencies | 49 |
| Item 14. | Material Modifications to the Rights of Security Holders and Use of Proceeds | 49 |
| Item 15. | Controls and Procedures | 49 |
| Item 16A. | Audit Committee Financial Expert | 50 |
| Item 16B. | Code of Ethics | 50 |
| Item 16C. | Principal Accountant Fees and Services | 50 |
| Item 16D. | Exemptions from the Listing Standards for Audit Committees | 51 |
| Item 16E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers | 51 |
| Item 16F. | Change in Registrant’s Certifying Accountant | 52 |
| Item 16G. | Corporate Governance | 52 |
| Item 16H. | Mine Safety Disclosure | 52 |
| Item 16I. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 52 |
| Item 16J. | Insider Trading Policies | 52 |
| Item 16K. | Cybersecurity | 52 |
| Part III | ||
| Item 17. | Financial Statements | 54 |
| Item 18. | Financial Statements | 54 |
| Item 19. | Exhibits | 106 |
| 1 |
FORWARD-LOOKING STATEMENTS
This annual report on Form 20-F (this “Annual Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements contained in this Annual Report other than statements of historical fact are forward-looking statements. These statements include, without limitation, statements regarding our business strategy, plans and objectives of management for future operations. Forward-looking statements are generally identified by the use of words such as “believe,” “expects,” “anticipates,” “intends,” “estimates,” “will,” “may,” “should,” “could,” “targets,” “projects,” “predicts,” “plans,” “potential,” or “continue,” or similar expressions or variations on such expressions, although not all forward-looking statements contain these identifying words. These statements are based on our current expectations and assumptions and are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements.
Factors that could cause actual results to differ materially from those contemplated by these forward-looking statements include, among others:
| • | our future financial and operating results, including revenues, profitability, expenses, cash flows and liquidity; |
| • | our ability to execute our growth, expansion and acquisition strategies and our ability to achieve our business objectives; |
| • | current and future economic and geopolitical conditions; |
| • | our ability to secure additional financing when needed and on acceptable terms; |
| • | changes in laws, regulations and governmental policies applicable to our business; |
| • | risks associated with the deployment, operation and maintenance of graphics processing units (“GPUs”) infrastructure; |
| • | demand for AI compute services and the competitive landscape in which we operate; |
| • | customer concentration and dependence on a limited number of counterparties; |
| • | rapid technological developments that could render our GPU assets or infrastructure less competitive or obsolete; |
| • | risks associated with our investment in TON and other digital assets, including price volatility and regulatory developments; |
| • | risks associated with our legacy immune-oncology business and any future development activities; |
| • | our ability to hire and retain qualified management personnel and key employees; |
| • | risks related to Telegram’s platform and ecosystem; |
| • | our ability to fully realize the anticipated benefits of our recent financing transactions; |
| • | our ability to service and repay our debt obligations; |
| • | risks from specific restrictions on our operations from our credit facility and other commercial agreements; and |
| • | the other risks and uncertainties described under “Item 3. Key Information—Risk Factors” and elsewhere in this Annual Report. |
Historically, our business focused on pharmaceutical development, which is subject to the risks inherent in the biotechnology industry. Although we have shifted our primary business focus, if we resume clinical development activities, such activities would be subject to the risks associated with pharmaceutical development. We do not anticipate directly engaging in the commercialization of any product candidates that may be developed.
The forward-looking statements contained in this Annual Report speak only as of the date of this Annual Report. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Unless the context indicates otherwise, references in this Annual Report to “Alpha Compute Corp,” “Alpha Compute,” “the Company,” “our Company,” “we,” “us” or “our” refer to Alpha Compute Corp and its subsidiaries.
FOREIGN PRIVATE ISSUER STATUS AND REPORTING CURRENCY
Foreign Private Issuer Status
Alpha Compute Corp is a British Virgin Islands (“BVI”) business company continued under the laws of the BVI pursuant to a Certificate of Continuance issued by the Registrar of Corporate Affairs of the BVI on July 5, 2013. As of the applicable determination date, more than 50% of our outstanding ordinary shares were held by non-United States residents. As a result, we qualify as a “foreign private issuer” as defined under Rule 3b-4 of the Exchange Act and may use this form as a registration statement under Section 12 of the Exchange Act or as an annual report filed under Section 13(a) or 15(d) of the Exchange Act.
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Currency
The financial information presented in this Annual Report is expressed in U.S. (“US$” or “$”), except where otherwise indicated, and the financial data in this Annual Report is presented in accordance with the International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee.
ITEM 1 – IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
Not applicable.
ITEM 2 – OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3 – KEY INFORMATION
(A) SELECTED FINANCIAL DATA
The selected financial data set forth below should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this Annual Report. The selected operations data for each of the three fiscal years ended March 31, 2026, 2025, and 2024, and the consolidated balance sheet data as of March 31, 2026 and 2025 have been derived from our audited consolidated financial statements appearing elsewhere in this Annual Report. The selected operations data for the years ended March 31, 2023 and 2022 and the consolidated balance sheet data as of March 31, 2024, 2023, and 2022 have been derived from our audited consolidated financial statements for those periods, which are not included in this Annual Report.
SUMMARY OF FINANCIAL INFORMATION IN THE COMPANY’S FINANCIAL STATEMENTS
Operating Data (U.S. Dollars in thousands, except per share amounts)
| Years ended March 31, | ||||||||||||||||||||
| 2026 | 2025 | 2024 | 2023 | 2022 | ||||||||||||||||
| Net loss before non-controlling interests | $ | (38,627 | ) | $ | (6,778 | ) | $ | (75,382 | ) | $ | (104,666 | ) | $ | (19,169 | ) | |||||
| Net loss attributable to owners of the Company | $ | (38,626 | ) | $ | (6,767 | ) | $ | (75,339 | ) | $ | (104,611 | ) | $ | (16,870 | ) | |||||
| Comprehensive loss | $ | (38,627 | ) | $ | (6,778 | ) | $ | (75,420 | ) | $ | (109,949 | ) | $ | (19,169 | ) | |||||
| Comprehensive loss attributable to the owners of the Company | $ | (38,626 | ) | $ | (6,767 | ) | $ | (75,377 | ) | $ | (109,894 | ) | $ | (16,870 | ) | |||||
| Working capital | $ | (8,738 | ) | $ | 1,125 | $ | 4,816 | $ | 11,811 | $ | 24,049 | |||||||||
| Total assets | $ | 19,530 | $ | 2,225 | $ | 7,779 | $ | 99,129 | $ | 194,662 | ||||||||||
| Capital stock | $ | 266,053 | $ | 221,800 | $ | 219,499 | $ | 218,782 | $ | 158,324 | ||||||||||
| Warrant liability | $ | 192 | $ | 1,952 | $ | 1,564 | $ | 0 | $ | 33 | ||||||||||
| Share option reserves | $ | 25,275 | $ | 23,530 | $ | 23,841 | $ | 21,204 | $ | 16,928 | ||||||||||
| Equity attributable to owners of the Company | $ | 7,229 | $ | (123 | ) | $ | 4,022 | $ | 76,045 | $ | 121,205 | |||||||||
| Weighted average number of shares outstanding - Basic (2) | 9,248 | 1,183 | 968 | 806 | 653 | |||||||||||||||
| Weighted average number of shares outstanding - Diluted (1)(2) | 9,248 | 1,183 | 968 | 806 | 653 | |||||||||||||||
| Net loss per share - Basic (2) | $ | (4.18 | ) | $ | (5.72 | ) | $ | (77.83 | ) | $ | (129.79 | ) | $ | (25.83 | ) | |||||
| Net loss per share - Diluted (1)(2) | $ | (4.18 | ) | $ | (5.72 | ) | $ | (77.83 | ) | $ | (129.79 | ) | $ | (25.83 | ) | |||||
| 1. | The effect of potential share issuances pursuant to the exercise of options and warrants would be anti-dilutive, and, therefore, basic and diluted loss per share are the same for the fiscal years presented. |
| 2. | The shares and per share data information have been adjusted to reflect the 1-for-20 reverse share split of the ordinary shares effective August 15, 2024. |
The Company has not declared or paid any dividends in any of the reporting periods presented herein.
Exchange Rates
Certain of our subsidiaries conduct operations and enter into transactions in Canadian dollars (CDN$), British pound sterling (£) (“GBP”), European Union (“EU”) euros (€), and Swiss francs (₣) (“CHF”). Exchange rate information included in this Annual Report has been derived from publicly available sources, including the Bank of Canada and the Bank of England.
On July 13, 2026, the exchange rates for the conversion of one U.S. dollar into Canadian dollars, British pound sterling, euros and Swiss francs were approximately CDN$1.42, £0.75, €0.87, and ₣0.81, respectively.
The following table sets forth the high and low exchange rates for each of the Canadian dollar, British pound sterling, euro, and Swiss franc for one U.S. dollar for each of the last six months of the fiscal year.
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| Year ended March 31, 2026 | October | November | December | January | February | March | ||||||||||||||||||
| Canadian Dollar | ||||||||||||||||||||||||
| High | 1.41 | 1.41 | 1.40 | 1.39 | 1.37 | 1.40 | ||||||||||||||||||
| Low | 1.39 | 1.39 | 1.36 | 1.35 | 1.35 | 1.35 | ||||||||||||||||||
| British Pounds | ||||||||||||||||||||||||
| High | 0.74 | 0.75 | 0.74 | 0.72 | 0.73 | 0.74 | ||||||||||||||||||
| Low | 0.87 | 0.87 | 0.86 | 0.86 | 0.85 | 0.88 | ||||||||||||||||||
| EU Euros | ||||||||||||||||||||||||
| High | 0.85 | 0.86 | 0.85 | 0.83 | 0.84 | 0.85 | ||||||||||||||||||
| Low | 0.87 | 0.87 | 0.86 | 0.86 | 0.85 | 0.88 | ||||||||||||||||||
| Swiss Francs | ||||||||||||||||||||||||
| High | 0.79 | 0.79 | 0.79 | 0.76 | 0.76 | 0.77 | ||||||||||||||||||
| Low | 0.81 | 0.81 | 0.81 | 0.80 | 0.78 | 0.80 | ||||||||||||||||||
The following table sets forth the average exchange rates for each of the Canadian dollar, British pound sterling, euro, and Swiss franc for one U.S. dollar for the five most recent financial years.
| Years ended March 31, | 2026 | 2025 | 2024 | 2023 | 2022 | |||||||||||||||
| Average for the Fiscal Year | ||||||||||||||||||||
| Canadian Dollar | 1.38 | 1.39 | 1.35 | 1.32 | 1.25 | |||||||||||||||
| British Pounds | 0.75 | 0.78 | 0.8 | 0.83 | 0.73 | |||||||||||||||
| EU Euros | 0.86 | 0.93 | 0.92 | 0.96 | 0.86 | |||||||||||||||
| Swiss Francs | 0.80 | 0.89 | 0.89 | 0.95 | 0.92 | |||||||||||||||
We operate in various jurisdictions and are subject to exchange rates for the Canadian dollar, British pound sterling, the euro, and Swiss francs. Our exposure to foreign currency risk primarily relates to certain monetary assets and liabilities denominated in foreign currencies, as well as accounts payable other obligations arising from transactions settled in foreign currencies. Although exchange rates have fluctuated from period to period, foreign currency movements have not historically had a material effect on our consolidated financial statements.
(B) CAPITALIZATION AND INDEBTEDNESS
Not applicable.
(C) REASONS FOR THE OFFER AND USE OF PROCEEDS
Not applicable.
(D) RISK FACTORS
Investing in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information contained in this Annual Report, before making an investment decision. If any of the following risks occur, our business, financial condition, results of operations, cash flows and prospects could be materially and adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.
The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that are not presently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition, results of operations, cash flows and prospects.
This Annual Report contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those anticipated in such forward-looking statements as a result of various factors, including the risks and uncertainties described below and elsewhere in this Annual Report.
Risks Related to Our Business
Our independent registered public accounting firm’s report on our consolidated financial statements includes an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.
Our independent registered public accounting firm’s report on our consolidated financial statements includes an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.
The existence of substantial doubt regarding our ability to continue as a going concern could adversely affect our ability to obtain additional financing, maintain relationships with customers, suppliers and other counterparties, attract and retain employees and maintain confidence in our business. In addition, investors may view the existence of a going concern qualification as an indication that we may be unable to continue operations, which could adversely affect the market price of our ordinary shares.
Although management has developed plans intended to address our liquidity needs and support our operations, there can be no assurance that such plans will be successful. If we are unable to continue as a going concern, holders of our ordinary shares could suffer a complete loss of their investment.
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We may need to raise additional capital to fund our operations, and we may not be able to obtain sufficient capital on acceptable terms or at all.
Historically, we have funded our operations primarily using the proceeds from the sale of our equity securities and, to a lesser extent, debt securities. As of March 31, 2026, we had a significant accumulated deficit and equity deficit attributable to owners, as reflected on our consolidated balance sheet. In addition, a significant amount of our most recent fundings have been from related parties, none of whom have any obligation to further fund the company. We expect that we will need to raise substantial additional capital from time to time, including in the near term, to support our operations and execute our business strategy. There can be no assurance that additional financing will be available when needed, in sufficient amounts, or on terms acceptable to us, if at all. If we are unable to obtain adequate financing, we may be required to delay, reduce or discontinue certain aspects of our operations, scale back our growth plans, dispose of assets, seek strategic alternatives, or otherwise take actions that could materially and adversely affect our business, financial condition, results of operations and prospects. In addition, any future equity financing may be dilutive to existing shareholders, while debt financing, if available, could impose restrictive covenants and increase our debt service obligations.
We have a history of operating losses and may never achieve profitability in the future.
Historically, we have generated only a limited amount of business income. To date we have generated limited revenues, and it is currently not likely that we will generate significant revenues in the near future. Our ability to generate revenue in the future or achieve profitable operations is largely dependent upon our ability to attract and maintain experienced management and successful execution of our digital asset and compute strategies. We expect to continue to incur substantial costs in connection with our AI computing infrastructure build-out, GPU procurement, data center operations, and general corporate activities. We may never generate sufficient revenue to offset these costs and achieve profitability. Even if we achieve profitability in any given period, we may not be able to sustain it in subsequent periods. If we fail to achieve or sustain profitability, the market price of our securities may decline.
Our success depends on our ability to attract, motivate, and retain executive officers and other key employees, and the loss of key personnel or an inability to hire qualified employees could harm our business.
Our future success depends substantially on the continued service and performance of our executive officers and other key employees, including personnel with specialized expertise in [e.g., infrastructure, AI/ML systems, digital assets, or other relevant technical domains]. Competition for such personnel is intense, particularly in [geographic/industry markets], and we compete with larger, more established companies that may be able to offer greater compensation, equity, and career advancement opportunities. The loss of one or more of our executive officers or key employees, or our inability to attract and retain qualified replacements, could disrupt our operations, delay execution of our business strategy, and adversely affect our business, financial condition, and results of operations. We do not maintain key person life insurance on our executive officers [revise if untrue]. In addition, our ability to retain employees may be affected by factors outside our control, including volatility in our stock price or the value of our equity awards, industry-wide compensation trends, and broader labor market conditions.
Risks Related to Our AI Infrastructure Strategy
Our business model depends on the successful deployment and utilization of GPUs in third-party data centers, which exposes us to operational, contractual and technology risks.
Our business model involves deploying high-performance GPUs in third-party data centers to process artificial intelligence (“AI”) compute workloads. Our ability to generate revenue depends on the timely delivery, installation, configuration, and ongoing operation of these GPUs in facilities that we do not own or control. Our deployment timelines may be affected by constraints affecting AI infrastructure generally, including shortages or delays in the availability of GPUs, servers, high-bandwidth memory, networking equipment, transformers, switchgear, liquid cooling systems, fiber infrastructure and other long-lead-time components. Any delay, disruption, or failure in deployment could materially and adversely affect our ability to generate revenue.
In addition, this strategy subjects us to risks that are outside our direct control, including data center operator performance, power availability, cooling capacity, physical security, network connectivity, and compliance with service-level commitments. We generally do not own the data center facilities in which our hardware operates, and we rely on contractual arrangements that may be subject to termination, renegotiation, or unfavorable renewal terms. Any disruption in data center services, failure to scale capacity in line with demand, or inability to secure favorable data center arrangements could materially and adversely affect our business, financial condition, and results of operations.
Our revenue depends on demand for AI compute services, which may fluctuate or decline.
Our business depends on sustained demand for AI computing services, including GPU-accelerated training and inference workloads. The market for AI compute is evolving rapidly and demand may fluctuate due to changes in AI model architectures, algorithmic efficiency improvements that reduce compute requirements, customer budget constraints, macroeconomic conditions, regulatory developments, or shifts in customer preferences toward more compute-efficient algorithms. If demand for AI compute does not grow at the rate we anticipate, or if customers reduce their consumption of our services, our revenue, utilization rates, and financial performance could be materially and adversely affected.
We depend on a limited number of customers or workloads. and the loss of any significant customer or a reduction in demand from our largest customers could materially harm our business.
A significant portion of our revenue is derived from a limited number of customers. If any of these customers terminates its agreement with us, significantly reduces its usage of our services, or fails to renew on comparable terms, our revenue could decline materially. In addition, our customer base may be concentrated in certain industries or workloads, making us vulnerable to sector-specific downturns or shifts in technology priorities. We may also face pricing pressure from large customers with significant negotiating leverage. The loss of, non-renewal, or significant reduction business from any key customer could materially and adversely affect our business, financial condition and results of operations.
Our business requires significant capital expenditures for GPU procurement and infrastructure, and we may not achieve expected returns on invested capital.
Our business model requires substantial upfront capital expenditures to purchase GPUs and related equipment and to deploy such hardware in data centers. These expenditures must often be made well in advance of generating corresponding revenue and may require us to commit capital based on anticipated customer demand and expected utilization levels. We may finance these investments through equity issuances, debt financings, leases, vendor financing or other financing arrangements. The markets for financing AI infrastructure and GPU fleets are evolving rapidly, and financing may become unavailable, more costly or subject to restrictive covenants, collateral requirements or other terms that could limit our operational and financial flexibility.
If customer demand does not develop as anticipated, if we experience delays in procuring, deploying or commissioning hardware, or if utilization rates are lower than expected, we may be unable to generate sufficient revenue to achieve acceptable returns on our capital investments. In addition, GPU and related hardware prices may increase as a result of supply constraints, export controls, tariffs, geopolitical developments, technological transitions or increased competition for limited supply, which could increase our capital requirements and adversely affect our returns. Rapid advancements in AI hardware and architecture may also shorten the useful life of our existing equipment or render certain assets less competitive or obsolete more quickly than expected, requiring additional capital expenditures or resulting in impairment charges. Any of these factors could adversely affect our business, financial condition, results of operations and cash flows.
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Rapid technological change may render our GPU assets obsolete and require us to make significant additional investments to remain competitive.
The AI hardware market evolves rapidly. Newer, more powerful, or more energy-efficient GPUs or alternative compute architectures (including ASICs, TPUs, custom accelerators and inference-optimized chips) may be introduced that significantly outperform the hardware we deploy or materially reduce demand for our existing GPU assets. Changes in model architectures, software optimization, memory requirements, interconnect technologies, liquid cooling requirements, rack density or customer workload requirements may also reduce the competitiveness or useful life of our deployed assets. If our GPUs become technologically obsolete or less competitive, we may be required to incur substantial capital expenditures to upgrade or replace them sooner than anticipated, accept lower pricing or utilization or recognize impairment charges, any of which could negatively impact our financial condition.
We depend on third-party data centers, cloud infrastructure, and hardware vendors, and any failure or disruption in their services could materially affect our business.
Our operations depend on third-party data center operators, network providers, cloud services, and hardware vendors. We do not control the physical infrastructure in which much of our computing hardware is deployed. If a data center operator experiences facility outages, power failures, network disruptions, natural disasters, security breaches, or financial distress, our services could be interrupted, and we may be unable to meet customer obligations. We may have limited redundancy or disaster recovery capabilities for certain deployments.
We rely on a limited number of hardware vendors, including NVIDIA, for our GPU and accelerator supply. Sole-source or limited-source dependencies expose us to risks of supply shortages, price increases, delayed deliveries, or changes in vendor terms and conditions. If any critical vendor discontinues a product line, experiences manufacturing issues, or restricts access to its hardware, we may face significant delays or cost increases in scaling our infrastructure, which could materially harm our business and financial results.
Our operations outside the United States, including GPU infrastructure deployments in Canada and planned deployments in Sweden, subject us to additional legal, regulatory, economic, and operational risks.
We currently deploy computing infrastructure in Canada, and we plan to expand deployments into Sweden and other foreign countries. Operating infrastructure outside the United States exposes us to a variety of risks that could adversely affect our business, including:
| - | compliance with local laws and regulations, including data protection and privacy laws (such as the EU General Data Protection Regulation as applicable to our Sweden deployment), import/export controls, tax regimes, and labor and employment laws that differ from those in the United States; |
| - | fluctuations in foreign currency exchange rates, including the Canadian dollar and the Swedish krona relative to the U.S. dollar, which could increase our costs or reduce the value of our foreign assets and revenues; |
| - | reliance on local utility infrastructure, including electricity availability, pricing, and grid stability, which may affect the cost and reliability of operating power-intensive GPU infrastructure; |
| - | potential export control or sanctions restrictions applicable to the transfer of advanced computing hardware across borders, which could delay or restrict our ability to deploy or service infrastructure internationally; |
| - | political, economic, or regulatory instability, changes in trade policy, or geopolitical developments affecting Canada, Sweden, or the broader EU/EEA regulatory environment; |
| - | difficulty enforcing contracts, protecting intellectual property, or resolving disputes in foreign jurisdictions; and |
| - | the need to comply with local data residency or sovereignty requirements that could affect how we architect or operate our infrastructure. |
As we expand our international footprint, these risks may increase in scope and complexity, and our management team's limited experience operating in certain foreign jurisdictions may impair our ability to manage these risks effectively.
Semiconductor supply chain constraints and export controls may limit our ability to procure GPUs and other critical hardware, disrupt our operations, or increase our costs.
Our business depends on the availability of advanced GPUs, high-bandwidth memory, networking components, and related semiconductor hardware, substantially all of which are manufactured by a limited number of suppliers. The global semiconductor supply chain is subject to capacity constraints, extended lead times, geopolitical disruptions, natural disasters, and concentration risk in advanced fabrication and packaging facilities. If our suppliers are unable to meet our demand, or if supply chain disruptions cause delays or cost increases, our ability to deploy and expand AI computing capacity could be materially impaired.
In addition, GPUs and AI-related semiconductors are increasingly subject to export control restrictions imposed by the United States and other governments. These controls may limit our ability to procure certain hardware, restrict the jurisdictions in which we can deploy or offer services, or require us to obtain export licenses that may be delayed or denied. Export controls may also encourage customers outside restricted regions to design out U.S.-origin semiconductors to reduce their own compliance burden, may increase investment by foreign governments in competing semiconductor ecosystems, and may disrupt supply chains and distribution channels. Any tightening or expansion of export controls could materially affect our hardware procurement strategy, competitive position, and financial results.
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Our AI computing operations require substantial energy, power, and cooling resources, and environmental, permitting, or energy availability constraints could limit our growth.
AI computing workloads, particularly GPU-intensive training and inference operations, consume substantial amounts of electricity and generate significant heat requiring advanced cooling systems. Securing adequate and reliable power supply at reasonable cost is a critical factor in our operations. Power availability at data center locations is increasingly constrained due to competing demand from other AI companies, cryptocurrency operations, and general electrification trends. Permitting delays, grid capacity limitations, or increases in energy costs could constrain our ability to expand or operate our infrastructure.
Growing public and regulatory attention to the environmental impact of data centers, including carbon emissions, water consumption for cooling, and electronic waste, may result in new regulations, reporting requirements, or taxes that increase our operating costs. If we are unable to secure adequate energy supply at acceptable costs, or if environmental regulations restrict our operations or expansion plans, our business growth and financial results could be materially and adversely affected.
We face intense competition from hyperscalers and large technology companies that have substantially greater resources and may be our customers, suppliers, or partners.
The AI computing market is highly competitive. We compete with hyperscale cloud providers such as Amazon Web Services, Microsoft Azure, and Google Cloud, as well as other large technology companies that offer AI computing services. Many of these competitors have substantially greater financial, technical, and operational resources, established customer relationships, brand recognition, and access to proprietary hardware and software. Some hyperscalers design and manufacture their own AI accelerators, giving them potential cost and performance advantages.
In addition, some of our competitors may simultaneously be our customers, suppliers, or partners, creating complex commercial relationships and potential conflicts of interest. Hyperscalers and large cloud providers benefit from large fixed-cost economies of scale in data center operations, power procurement, and hardware purchasing that may be difficult for us to replicate. If we cannot differentiate our offerings, maintain competitive pricing, or provide specialized services that larger competitors do not, we may lose customers or fail to grow our market share, which could materially and adversely affect our business and results of operations.
We are subject to evolving and increasingly complex AI regulations and legal frameworks that could increase our compliance costs, limit our operations, or expose us to liability.
Governments worldwide are enacting or proposing legislation and regulations specifically targeting AI. The European Union AI Act, which entered into force on August 1, 2024, will become generally fully applicable on August 2, 2026, with certain obligations relating to prohibited AI practices and AI literacy already effective as of February 2, 2025. The United States has issued executive orders on AI safety and security, and various U.S. federal agencies and state legislatures are developing rules applicable to AI systems. Other jurisdictions, including the United Kingdom, China, and Canada, are pursuing their own regulatory approaches.
These regulations may classify certain AI systems or computing services we provide as high-risk, impose transparency and documentation requirements, mandate risk assessments, or require human oversight mechanisms. Compliance with multiple and potentially inconsistent regulatory frameworks across jurisdictions may be costly, administratively burdensome, and technically challenging. Failure to comply with applicable AI regulations could result in fines, enforcement actions, service restrictions, reputational harm, or litigation. Additionally, regulatory uncertainty may deter customers from adopting AI computing services or delay their deployment decisions, which could adversely affect our revenue growth.
Data privacy, cybersecurity threats, and security vulnerabilities in our AI computing infrastructure could expose us to liability, regulatory action, or reputational harm.
We process, store, and transmit customer data in connection with our AI computing services, including potentially sensitive training data, model parameters, and inference outputs. We are subject to various data protection and privacy laws, including the General Data Protection Regulation in the European Union, the California Consumer Privacy Act, and similar laws in other jurisdictions. These laws impose requirements on data handling, breach notification, cross-border data transfers, and individual rights.
Our AI computing infrastructure faces cybersecurity threats that are increasing in frequency, sophistication, and severity, including AI-enabled phishing attacks, prompt injection, data extraction, model inversion attacks, adversarial manipulation of AI systems, malicious models introduced through supply-chain vulnerabilities, ransomware, and unauthorized access to customer workloads. A cybersecurity incident affecting our infrastructure could disrupt operations, compromise customer data or proprietary models, result in regulatory investigations and fines, trigger contractual liability, and damage our reputation. We rely on third-party software, cloud services, and data center operators whose own security vulnerabilities could affect us. Despite our security measures, no system is impenetrable, and we cannot guarantee that our defenses will prevent all breaches or attacks.
We are subject to various operational risks associated with our TON and other digital asset positions.
We hold significant positions in TON and may acquire additional digital assets in the future. As a result, our business, financial condition and results of operations are exposed to risks associated with concentrated holdings of digital assets, including market risk, liquidity risk, technological risk and regulatory risk. Investing in digital assets is highly speculative and has historically experienced extreme price volatile.
The market value of our digital assets has fluctuated significantly in the past and may continue to fluctuate substantially in the future. The value of TON and other digital assets may decline rapidly and without warning as a result of changes in market sentiment, speculative trading activity, macroeconomic conditions, interest rates, technological developments, cybersecurity incidents, regulatory actions, changes in the perceived utility or adoption of particular digital assets, failures of exchanges, custodians or other market participants and other factors that are beyond our control. A substantial decline in the value of our digital assets could materially and adversely affect our financial condition, results of operations and the market price of our ordinary shares.
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A substantial portion of our TON holdings is subject to vesting restrictions and cannot be sold, which limits our liquidity and our ability to respond to price volatility. Tokens subject to these restrictions cannot be sold, transferred, or otherwise monetized until they vest, regardless of changes in market price or our liquidity needs. As a result:
| • | we are unable to sell restricted TON to raise cash, even if we determine that doing so would be in our best interest or if we face unanticipated liquidity needs; |
| • | we are unable to reduce our exposure to TON price declines during the vesting period, and declines in value during this period may result in losses that we cannot mitigate through sale; |
| • | the illiquidity of these holdings may cause the value at which they are carried on our balance sheet to differ materially from the price we would realize in an actual sale, even after restrictions lapse, due to factors such as market depth and timing of any sale; and |
| • | our restricted TON should not be considered a source of near-term liquidity in evaluating our financial condition or capital resources. |
Because the value of our digital assets is reflected in our financial statements, fluctuations in the fair value of such assets may cause significant volatility in our reported earnings and financial condition and may make period-to-period comparisons less meaningful. As a result, our historical financial results may not be indicative of future performance, and investors may have difficulty evaluating our business and prospects.
Our digital assets are subject to risks associated with custody and cybersecurity. Cybersecurity incidents, including hacking, phishing, malware, insider misconduct and other malicious attacks, could result in the loss, theft or misappropriation of our digital assets. If we, our custodians or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our private keys, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we could lose some or all of our digital assets. Digital asset transactions are generally irreversible, and any stolen or improperly transferred digital assets may be unrecoverable.. In addition, there can be no assurance that our custodians will maintain adequate insurance coverage or that any available insurance will fully cover losses relating to our digital assets.
Holders of our ordinary shares do not have any direct ownership interest in, or specific rights to, any of our digital assets. In the event of our insolvency or liquidation, our assets, including our digital assets, may be insufficient to satisfy claims of shareholders.
The regulatory classification and treatment of our digital asset holdings is uncertain and evolving, and we could be subject to investment company regulation
Digital assets are subject to an evolving and uncertain regulatory landscape. The U.S. Securities and Exchange Commission, the Commodity Futures Trading Commission, and other regulators have asserted, or may in the future assert, jurisdiction over certain digital assets, and the classification of specific digital assets as securities, commodities, or other regulated instruments remains unsettled. Changes in regulatory classification could subject us to new registration, disclosure, or compliance requirements, restrict our ability to hold or transact in certain digital assets, or expose us to enforcement actions.
If our digital asset holdings are deemed to constitute a significant portion of our total assets, or if the nature of our digital asset activities is determined to constitute an investment company under the Investment Company Act of 1940, we could be required to register as an investment company, which would impose substantial operational restrictions and compliance costs. We structure our operations to avoid investment company status, but there can be no assurance that we will not be required to register or that regulatory interpretations will not change in a manner adverse to us.
We may make early-stage investments in cryptocurrency and blockchain-related ventures, which are highly speculative and could result in substantial or complete losses.
We may make early-stage investments in cryptocurrency, blockchain, and digital asset-related businesses and projects. Such investments are inherently speculative and involve a high degree of risk. In many cases, these investments may entitle us to receive digital assets over time, including through vesting arrangements lock-up periods, staking mechanisms or other contractual restrictions that may limit our ability to sell or otherwise monetize such assets when we deem appropriate. As a result, we may be unable to dispose of these investments during periods of market volatility or declining asset values.
Early-stage digital asset and blockchain ventures often have limited operating histories, unproven business models, incomplete technologies, evolving governance structures and management teams with limited experience in building or operating successful businesses. Many such projects may fail to achieve technological milestones, user adoption, commercial viability or sufficient network effects. In addition, these investments are frequently illiquid, and there may be little or no active trading market for the associated tokens or other interests, which could limit our ability to realize value from our investments.
The valuation of early-stage investments and related digital assets is inherently uncertain and may be highly subjective. Such valuations may be adversely affected by changes in market conditions, technological developments, competitive pressures, cybersecurity incidents, the failure of a project or network, adverse publicity, regulatory developments or changes in the legal treatment of digital assets, including determinations that certain tokens constitute securities or are otherwise subject to additional regulatory requirements. In addition, vesting schedules or concentrated token unlock events may create significant selling pressure that negatively impacts the value of our investments.
Because of the speculative nature of these investments, we may experience substantial declines in value or lose the entirety of amounts invested. Any such losses could materially and adversely affect our business, financial condition and results of operations.
Risks Related to Ownership of Our Shares
We may not be able to maintain compliance with the continued listing requirements of The Nasdaq Capital Market and delisting could materially and adversely affect the liquidity and market price of our securities.
Our ordinary shares are listed on The Nasdaq Capital Market and we are therefore subject to its continued listing requirements, including, among others, a minimum bid price of $1.00 per share and a minimum shareholders’ equity requirement of $2.5 million. If we fail to satisfy one or more of the continued listing requirements, we may be delisted from The Nasdaq Capital Market.
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On March 2, 2026, we received a deficiency letter from the Nasdaq Listing Qualifications Department notifying us that because the closing bid price for our ordinary shares was below $1.00 per share for the last 30 consecutive business days, we did not meet the $1.00 per share minimum bid price requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have an initial compliance period until August 31, 2026, during which we must achieve a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days to regain compliance. If we do not regain compliance by August 31, 2026, we may be eligible for an additional 180 calendar day period to regain compliance. To qualify, we must meet the continued listing requirement for market value of publicly held shares and all other initial listing standards of The Nasdaq Capital Market, with the exception of the bid price requirement.
As of March 31, 2026, our shareholders’ equity was approximately $6.5 million, which exceeds the $2.5 million threshold. However, there can be no assurance that we will maintain this level of shareholders’ equity in future periods. If we fail to satisfy any of Nasdaq’s continued listing requirements and are unable to regain compliance within the applicable cure periods, our ordinary shares could be delisted. Such a delisting would likely reduce the liquidity and market price of our securities, limit our ability to raise capital, and make it more difficult for our shareholders to sell their shares.
The issuance of additional ordinary shares, including upon the exercise of our outstanding equity awards and warrants, will dilute the ownership interest of our existing shareholders and increase the number of ordinary shares eligible for future resale.
As of March 31, 2026, we had 5,410 vested restricted share units outstanding, which are subject to certain restrictions, and 2,246,507 share options outstanding. The exercise or settlement of these equity awards, as well as the exercise of outstanding warrants and other convertible or equity-linked securities, would result in the issuance of additional ordinary shares, which would dilute existing shareholders’ ownership interests and may adversely affect the market price of our ordinary shares.
During the year ended March 31, 2026 (“Fiscal 2026”), we issued we issued and sold significant amounts of equity securities through private placements, at-the-market offerings and registered direct offerings, and issued shares in connection with warrant exercises and strategic investments. We also issued shares in connection with other transactions that were subsequently returned to us as treasury shares following the exercise of contractual rights by certain investors. These issuances have increased, and may continue to increase, the number of ordinary shares outstanding and the amount of freely tradable shares in the public market, which could contribute to ongoing selling pressure on our ordinary shares.
We expect to continue to require significant capital to fund our operations, investments and growth strategy, and we may seek to raise additional capital through the issuance of equity or equity-linked securities on an ongoing basis. We are not subject to any contractual restriction or limitation on the amount of equity or equity-linked securities we may issue, and such issuances may occur at any time, in varying amounts, and at prices that may be below the then-prevailing market price of our ordinary shares. As a result, existing shareholders may experience immediate and substantial dilution from future issuances.
Any future issuances of equity or equity-linked securities, including upon the exercise of outstanding awards or securities, could further dilute existing shareholders and increase the supply of ordinary shares available for resale in the public market. The perception that additional issuances may occur, particularly in connection with ongoing financing needs or market volatility, could also adversely affect the trading price of our ordinary shares, regardless of whether such issuances actually occur.
As a foreign private issuer, we are exempt from certain U.S. securities regulations applicable to domestic issuers, which may limit the information available to our shareholders and provide fewer protections than are available to shareholders of U.S. domestic reporting companies.
We are a foreign private issuer within the meaning of the rules promulgated under the Exchange Act. As a foreign private issuer, we are exempt from certain provisions of U.S. securities law applicable to domestic issuers, including the requirement to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, the proxy solicitation rules under the Exchange Act and certain requirements of Regulation FD concerning selective disclosure. As a result, our shareholders may not receive the same type or frequency of information and may not benefit from the same protections that are available to shareholders of U.S. domestic reporting companies. Accordingly, there may be less publicly available information concerning us than there is for U.S. domestic issuers listed on U.S. exchanges. If we cease to qualify as a foreign private issuer, whether by operation of law or otherwise, we would become subject to the reporting and other requirements applicable to U.S. domestic issuers., Among other things, we would be required to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, comply with the U.S. proxy rules and Regulation FD and satisfy various additional disclosure, governance and reporting requirements applicable to domestic issuers. Compliance with these additional requirements would increase our legal, accounting, administrative and other compliance costs and could divert management's attention from the operation of our business.
We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences for U.S. investors.
A non-U.S. corporation generally will be classified as a passive foreign investment company (a “PFIC”) for any taxable year if either (i) at least 75% of our gross income is passive income or (ii) at least 50% of the value of our assets is attributable to assets that produce passive income or are held for the production of passive income. For purposes of these tests, passive income includes dividends, interest and gains from the sale or exchange of investment property and rents and royalties other than certain rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business. Our PFIC status depends on the composition and value of our assets and the nature of our income, which may vary from year to year and may be affected by fluctuations in the value of our digital asset holdings and investment activities. Accordingly, there can be no assurance that we will not be classified as a PFIC for the current taxable year or any future taxable year. We believe that we were a PFIC for our fiscal year ended March 31, 2018 and March 31, 2025.
If we are classified as a PFIC for any taxable year during which a U.S. shareholder owns our ordinary shares, such U.S. holder may be subject to adverse U.S. federal income tax consequences. These consequences may include the imposition of additional taxes and interest charges on certain distributions and gains realized on a sale, exchange or other disposition of our ordinary shares, as well as certain reporting obligations. In certain circumstances, these adverse consequences may apply even if we cease to be classified as a PFIC in a subsequent taxable year.
Certain elections, including a mark-to-market election or a qualified electing fund (“QEF”) election, may be available to mitigate some of the adverse U.S. federal income tax consequences associated with PFIC status. However, such elections are subject to various requirements and limitations, may not be available to all U.S. holders and may require information that we are not obligated to provide.. We made the information available for the fiscal years 2018 and 2019 to those shareholders who requested it and may make this information available for our fiscal years 2021, 2022, 2023, 2024, 2025, and 2026, if requested. Although we have made information available in prior years to facilitate QEF elections and may do so in the future, we are under no obligation to provide such information.
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Prospective and current U.S. holders are strongly urged to consult their own tax advisors about the application of the PFIC rules and the consequences of acquiring, holding and disposing of our ordinary shares.
U.S. shareholders may not be able to enforce civil liabilities against us, our directors and executive officers.
We are a company incorporated under the laws of the British Virgin Islands. Many of our directors and executive officers are non-residents of the United States. Because a substantial portion of their assets and currently most of our assets are located outside the United States, it may be difficult for U.S. investors to effect service of process within the United States upon us or such persons or to enforce judgments obtained in U.S. courts against us or them, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws.
Our corporate affairs are governed by our Memorandum and Articles of Association, the BVI Business Companies Act (Revised Edition 2020, as amended) (the “BVI Act”), and the common law of the British Virgin Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under British Virgin Islands may differ from, and may be less favorable than, those applicable to companies incorporated in the United States.
The British Virgin Islands courts are also unlikely:
| · | to recognize or enforce against us judgments of U.S. courts based on certain civil liability provisions of U.S. securities laws; and |
| · | to impose liabilities against us, in original actions brought in the British Virgin Islands, based on certain civil liability provisions of U.S. securities laws that are penal in nature. |
There is no statutory recognition in the British Virgin Islands of judgments obtained in the United States.
We have been advised by counsel as to British Virgin Islands law, that: (i) they are unaware of any proceedings that have been brought in the British Virgin Islands to enforce judgments of the U.S. courts or to impose liabilities based on the civil liability provisions of the U.S. federal or state securities laws; (ii) a final and conclusive judgment in the federal or state courts of the United States under which a sum of money is payable, other than a sum payable in respect of taxes, fines, penalties or similar charges, may be subject to enforcement proceedings as a debt in the courts of the British Virgin Islands under the common law doctrine of obligation; and (iii) because it is uncertain whether a British Virgin Islands court would determine that a judgment of a U.S. court based on the civil liability provisions of the U.S. federal or state securities laws is in the nature of a penalty, it is uncertain whether such a liability judgment would be enforceable in the British Virgin Islands.
Accordingly, U.S. investors may have more difficulty protecting their interests through actions against us, our directors or our executive officers than would shareholders of a corporation incorporated in the United States.
As a foreign private issuer, we are permitted to rely on certain home country governance practices in lieu of certain Nasdaq governance requirements applicable to U.S. domestic issuers, which may provide less protection to our shareholders.
We are a foreign private issuer, and in accordance with Nasdaq Listing Rule 5615(a)(3), we are permitted to follow certain corporate governance of the British Virgin Islands in lieu of certain Nasdaq corporate governance requirements applicable to U.S. domestic companies. Accordingly, we may rely on exemptions from certain Nasdaq rules relating to, among other things, board and committee independence requirements, quorum requirements, shareholder approval requirements for certain issuances of securities, equity compensation plans and change of control transactions, and the requirement to hold annual meetings of shareholders. As a result, our shareholders may not be afforded the same protections as shareholders of companies that are subject to all of Nasdaq’s corporate governance requirements.
In particular, we are not required to have a majority of our board of directors consist of independent directors or that our board committees consist of entirely independent directors. Our board of directors and board committees, therefore, may include fewer independent directors than would be required if we were subject to Nasdaq Listing Rule 5605(b)(1). In addition, we will not be subject to Nasdaq Listing Rule 5605(b)(2), which requires that independent directors must regularly have scheduled meetings at which only independent directors are present.
We also are exempt from the Nasdaq listing rules as to quorum, and instead follow the quorum rules for shareholder meetings under British Virgin Islands law. We also are exempt from the Nasdaq listing rules so as to not be required to obtain shareholder approval for certain issuance of securities, shareholder approval of share option plans and change of control transactions under Nasdaq Listing Rule 5635 and to hold annual shareholder meetings under Nasdaq Listing Rule 5620(a).
If we cease to qualify as a foreign private issuer, we would be required to fully comply with Nasdaq’s corporate governance requirements applicable to U.S. domestic issuers, which could increase our legal, accounting and administrative costs, require changes to the composition of our board and committees, and make it more difficult and time-consuming to raise capital or engage in certain transactions.
We may lose our foreign private issuer status in the future, which could cause us to incur significant legal, accounting and other expenses and subject us to additional regulatory requirements.
We are a foreign private issuer under the rules of the Exchange Act. Our foreign private issuer status is determined annually and depends on a number of factors, including the geographic distribution of our shareholders, the location of our assets and the residence or citizenship of our directors and executive officers. Accordingly, there can be no assurance that we will continue to qualify as a foreign private issuer in the future.
If we cease to qualify as a foreign private issuer, we would become subject to the reporting and other requirements applicable to U.S. domestic issuers. Among other things, we would be required to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and comply with additional SEC and Nasdaq corporate governance requirements applicable to domestic issuers. Compliance with these additional requirements would increase our legal, financial and other compliance costs and could require significant attention from management.
In addition, the loss of foreign private issuer status could require changes to the composition and practices of our board of directors and its committees, reduce our flexibility in certain corporate governance and capital-raising matters and make it more difficult and expensive for us to obtain director and officer liability insurance. Increased regulatory requirements and associated costs could also make it more difficult for us to attract and retain qualified members of our board of directors and executive officers. Any of these factors could materially and adversely affect our business, financial condition and results of operations.
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Macroeconomic Risks Related to Our Business
Macroeconomic conditions, including the effects of inflation, interest rates, capital market volatility and economic uncertainty, may adversely affect our business, financial condition, and results of operations.
Our business is sensitive to macroeconomic conditions, including inflation, changes in interest rates, geopolitical events, tariffs and trade restrictions, and broader economic uncertainty. Adverse macroeconomic conditions may reduce customer demand for our products and services, delay customer spending decisions and negatively affect the availability and cost of capital.
Inflationary pressures and supply chain disruptions have increased and may continue to increase, the cost of GPUs, servers, networking equipment, data center capacity, electricity, cooling systems, construction, labor, transportation and other inputs necessary to operate and expand our business. In addition, changes in interest rates and tightening credit conditions may increase our borrowing costs and reduce the availability of financing. Because our business requires substantial capital expenditures and ongoing access to financing, any deterioration in capital market conditions could make it more difficult, costly or dilutive for us to obtain the capital necessary to fund our operations, growth initiatives and strategic investments.
Broader economic weakness or uncertainty may also adversely affect the financial condition of our customers, suppliers, service providers, financing counterparties and other business partners. The failure or financial distress of one or more of these parties could disrupt our operations, increase our costs or impair our ability to execute our business strategy.
Any prolonged period of inflation, elevated interest rates, recessionary pressures or other adverse macroeconomic conditions could materially and adversely affect our business, financial condition, results of operations and the market price of our ordinary shares.
Changes to tariffs, trade policies, export controls and sanctions may have an adverse effect on our business, financial condition and results of operations.
Governments around the world, including the United States, have imposed and may continue to impose tariffs, export controls, sanctions and other trade restrictions, and trade relations between the United States and certain foreign countries have become increasingly uncertain. Changes in trade policies or the expansion of existing tariffs, export controls, sanctions or other restrictions could disrupt global supply chains, increase costs and limit the availability of products and services necessary for our operations..
In particular, tariffs, export controls, sanctions and other trade restrictions may increase the cost of, delay the delivery of or limit access to GPUs, servers, networking equipment, power infrastructure, cooling systems and other components critical to the deployment and operation of AI infrastructure. Such measures could also adversely affect the operations of our subsidiaries, suppliers, manufacturers, data center partners, customers and other counterparties, resulting in delays, increased costs, reduced demand or disruptions to our business.
In addition, changes in trade policies or heightened geopolitical tensions could adversely affect global economic conditions and financial markets, resulting in reduced access to capital, lower customer spending and increased volatility in our operating environment. The implementation of new tariffs, export controls, sanctions or other trade restrictions, or the perception that such measures may be adopted, could have a material adverse effect on our business, financial condition and results of operations.
ITEM 4 – INFORMATION ON THE COMPANY
(A) HISTORY AND DEVELOPMENT OF THE COMPANY
We were originally incorporated in Ontario, Canada in 1973. We were inactive until 1985. Between 1986 and 2009, we were engaged in a variety of businesses and went through several name changes ending with Bontan Corporation Inc.
In December 2012, we decided to change the focus of our business activities from oil and gas to biotechnology. On June 4, 2013, we acquired Portage Pharma Ltd., a biotech private limited company formed under the laws of the British Virgin Islands, through an exchange of shares. On July 5, 2013, we changed our name to Portage Biotech Inc. and moved our jurisdiction to the British Virgin Islands under a certificate of continuance issued by the Registrar of Corporate Affairs of the BVI.
On September 4, 2025, in connection with the change in the legal name of the Company to AlphaTON Capital Corp effective on August 11, 2025, the Nasdaq ticker symbol of the Company’s ordinary shares was changed to “ATON.” On April 21, 2026, in connection with the change in the legal name of the Company to Alpha Compute Corp effective on April 14, 2026, the Nasdaq ticker symbol of the Company’s ordinary shares was changed to “ALP.”
We are a BVI business company redomiciled and continued under the BVI Act with our registered office located at Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Islands, VG1110. Our U.S. agent, Portage Development Services Inc. (“PDS”), is located at 1111B S Governors Ave, Ste 25907, Dover, DE 19904. Our telephone number is (302) 219-5556. Our website address is www.alphacompute.ai. The inclusion of our website address is intended to be an inactive textual reference only and not an active hyperlink to our website. Information contained on, or accessible through, our website is not a part of, and is not incorporated by reference into, this annual report. The SEC also maintains an internet website located at www.sec.gov that contains the information we file or furnish electronically with the SEC.
We are a foreign private issuer under the SEC rules. We had also been a reporting issuer under the securities legislation of the provinces of Ontario and British Columbia. Our ordinary shares were listed on the Canadian Securities Exchange (“CSE”) under the symbol “PBT.U.” On February 25, 2021, our ordinary shares began trading on The Nasdaq Capital Market under the symbol “PRTG.” As the principal market for our ordinary shares is Nasdaq, we voluntarily delisted from the CSE on April 23, 2021.
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During August 2018, we reached a definitive agreement to acquire 100% of SalvaRx Limited (“SalvaRx”) in exchange for 402,536 of our ordinary shares. The selling shareholders were SalvaRx Group plc (94.2%), James Mellon (2.9%) and Gregory Bailey (2.9%), the latter two persons being directors of our company until the second quarter of Fiscal 2026. The acquisition of SalvaRx was a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). As a consequence, MI 61-101 required us to seek the approval of a majority of the disinterested shareholders to make this acquisition. On January 8, 2019, the majority of our minority shareholders approved the SalvaRx acquisition on the terms as set out in the signed definitive agreement. At the same time, the SalvaRx Group plc shareholders approved the definitive agreement, all required regulatory approvals were also obtained. The SalvaRx acquisition was completed on January 8, 2019, and we acquired 100% of the equity of SalvaRx, which has full or partial ownership of four immune-oncology companies that are developing nine product candidates.
On July 1, 2022, we, our wholly owned subsidiary, Portage Merger Sub I, Inc., our wholly owned subsidiary, Portage Merger Sub II, LLC, and Tarus Therapeutics, Inc., a Delaware corporation advancing adenosine receptor antagonists for the treatment of solid tumors, entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”). Under the structure of the Merger Agreement, Tarus Therapeutics, Inc. was ultimately merged into Portage Merger Sub II, LLC, with the surviving entity renamed Tarus Therapeutics, LLC (“Tarus”).
As consideration for Tarus, we issued to the former Tarus shareholders an aggregate of 121,300 ordinary shares, calculated on the basis of $18 million divided by the 60-day volume weighted average price per share of ordinary shares. Such ordinary shares have not been registered with the SEC and were subject to lock-up agreements for terms ranging from six to twelve months, which expired on February 1, 2023 and July 1, 2023, respectively. Additionally, the ordinary shares that were subject to a twelve month lock-up period, are also subject to a three month dribble-out period which commenced July 1, 2023. During the dribble out period, each holder could not sell more than 10% of the average trading volume of our ordinary shares for the rolling three month period prior to the date on which the holder executes a trade of our ordinary shares without our prior written consent (which we were permitted to withhold at our sole discretion). Additionally, in the event that we resume further development of our adenosine program, payments of up to $32 million in cash or our ordinary shares (at our discretion) would be triggered upon achievement of future development and sales milestones, as described below. As a result of the transaction:
| · | We also assumed $2 million in short-term debt held by Tarus and deferred license milestones obligations ($1 million plus interest), for an aggregate of $3 million in liabilities. We repaid the short-term debt in July 2022. |
| · | Upon enrolling the first patient in a Phase 2 clinical trial utilizing Tarus’ adenosine receptor antagonists, we would be required to pay an additional one-time payment of $15 million to the former Tarus shareholders. Payment may be in the form of cash or our ordinary shares (at our discretion). The remaining $17 million milestone is based on target commercial sales. |
On July 18, 2022, we and our wholly owned subsidiary, SalvaRx, entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with each of the minority shareholders of iOx (the “Sellers”) resulting in the acquisition of the remaining 21.68% of the outstanding non-controlling ownership interest of iOx, which had been developing our iNKT engager platform until we decided to pause further development in Fiscal 2024.
On March 1, 2023, we, through Tarus, entered into a clinical service agreement with a third-party service provider. The term of the agreement has been extended to the earlier of February 20, 2026 or the completion of provision of services and the payment of contractual obligations. The budgeted costs for the services to be provided are approximately $6.9 million (previously $12.1 million).
In March 2025, we resumed patient enrollment into the final cohort arm of TT-10 (PORT-6) as part of the Phase 1a TT-10-101 (ADPORT-601) clinical trial, following a prior pause due to funding constraints. This decision reflects the favorable safety and preliminary activity signals observed in earlier dose cohorts. In April 2025, we announced confirmatory preclinical results in mesothelioma with our TT-4 (PORT-7) compound, supporting advancement of this indication in its first-inhuman trial of TT-4 (PORT-7) which is expected to commence in the fourth quarter of fiscal 2026.
On November 12, 2025, the Company and Cyncado Therapeutics (“Cyncado”) announced a non-binding Letter of Intent with Australia’s Asbestos and Dust Diseases Research Institute (“ADDRI”) to conduct an ADDRI-sponsored investigator-initiated clinical trial of TT-4 in mesothelioma in Australia. The planned trial is expected to enroll approximately 50 patients, will be led by A/Prof Steven Kao and Dr. Melvin Chin, and is intended to run in parallel with Cyncado’s planned U.S. mesothelioma activities, subject to execution of a definitive agreement and customary regulatory approvals. Under the contemplated arrangement, Cyncado will supply TT-4 and limited support as part of an international mesothelioma program designed to accelerate decision-quality clinical data generation.
On September 25, 2025, in connection with a closing of private financing arrangement raising a mix of cash and digital assets (the “September 2025 PIPE”), the Company transitioned to being primarily a digital asset treasury focused on scaling the Telegram super app. Telegram has an addressable market of one billion monthly active users. The Company implemented a comprehensive M&A and treasury strategy that combines direct token acquisition, validator operations, and strategic ecosystem investments. Through our operations, the Company provided public market investors with institutional-grade exposure to the Telegram ecosystem, including The Open Network (TON) token, while maintaining the governance standards and reporting transparency of a Nasdaq-listed company.
In November 2025, the Company began deploying NVIDIA GPUs to Telegram’s proprietary AI protocol, Cocoon. Cocoon is Telegram’s Confidential Compute Open Network — a decentralized AI infrastructure project built around the TON ecosystem. In early 2026, the Company completed a strategic pivot and rebranded as Alpha Compute Corp. to reflect that its primary focus had shifted to AI compute infrastructure. This transition included the establishment of GPU procurement and data center deployment capabilities, and the development of a proprietary confidential computing software stack.
On March 19, 2026, the Company entered into a sale and purchase agreement (the “SPA”) with Animoca Brands Limited (“Animoca Brands”) to acquire a 60% controlling equity interest in Ga Mee Global Limited (“GaMee Global”), a company incorporated in Hong Kong and wholly owned subsidiary of Animoca Brands, and certain digital tokens (the “GaMee Transaction”). GAMEE is a gaming and entertainment platform within Telegram's ecosystem and provides the Company with additional distribution and customer acquisition opportunities within the decentralized AI space. Animoca Brands, prior to closing, will conduct a reorganization to transfer 100% of the equity of Gamee Limited, a company incorporated in the United Kingdom (the “UK Company”) to GaMee Global. The UK Company owns the entire equity in Gamee Mobile s.r.o., a company incorporated under the laws of the Czech Republic (the “Czech Company” and together with GaMee Global and the UK Company, “GaMee”). Under the terms of the SPA, at the closing of the GaMee Transaction (“Completion”), the Company has agreed to pay total upfront consideration of $3.5 million (the “Completion Consideration”), comprised of: (i) $1.5 million in cash, and (ii) $2.0 million in equity consideration in the Company, valued at $1.00 per share. The equity portion of the Completion Consideration under subparagraph (ii) is structured as a combination of ordinary shares of the Company (“Ordinary Shares”) and pre-funded warrants exercisable for Ordinary Shares (“Pre-Funded Warrants”). Specifically, at Completion, Animoca Brands will receive: (i) 99,800 Ordinary Shares, and (ii) Pre-Funded Warrants exercisable for 1,900,200 Ordinary Shares, representing the balance of the equity portion of the Completion Consideration. The GaMee Transaction closed on May 27, 2026.
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On April 21, 2026, in connection with the change in the legal name of the Company to Alpha Compute Corp effective on April 14, 2026, the Nasdaq ticker symbol of the Company’s ordinary shares was changed to “ALP.” This name change reflects the Company’s strategic pivot to AI compute infrastructure.
(B) BUSINESS OVERVIEW
Nature of Operations and Overview
The Company
Alpha Compute Corp. (“Alpha Compute,” “we,” “us,” “our,” or the “Company”) is a technology company focused on the acquisition, deployment, and leasing of high-performance GPUs in data center facilities to power AI workloads, with a particular emphasis on confidential compute. The Company operates GPU infrastructure in North America and Europe and provides GPU-as-a-Service (“GPUaaS”) and AI confidential compute solutions to enterprise customers, technology companies, AI research laboratories, and decentralized AI ecosystems.
Beginning in late 2025, the Company commenced the acquisition and installation of NVIDIA GPU hardware, including H200, B200, and B300 processors, in third-party data center facilities. In April 2026, the Company formally rebranded to Alpha Compute Corp. and changed its Nasdaq ticker from “ATON” to “ALP” to reflect the completion of this strategic transition. The Company retains a residual position in TON digital assets from its previous focus as a digital asset treasury company, but this legacy segment is no longer the primary focus of operations.
GPU-as-a-Service (GPUaaS)
The Company’s primary revenue model consists of acquiring and leasing NVIDIA GPU hardware and leasing compute capacity to enterprise customers under multi-year off-take agreements. Customers pay for dedicated access to GPU clusters to run large-scale AI training, inference, and research workloads. The Company earns revenue based on contracted lease rates and capacity utilization, providing a recurring, predictable revenue stream.
The Company’s first large-scale deployment, designated ALPHA-01, consists of 504 NVIDIA B200 GPUs co-located in a hydroelectric-powered Canadian data center. ALPHA-01 became fully operational in May 2026 and is subject to a two-year, $32.2 million compute off-take lease with a leading frontier AI research laboratory, representing $16.1 million in annual contracted revenue. A second cluster, ALPHA-02, comprising 576 NVIDIA B300 GPUs, is planned for deployment in a hydroelectric-powered Swedish data center and is targeted for commercial launch in the third quarter of calendar year 2026.
AI Confidential Computing
Confidential computing is a hardware-level security paradigm that enables computation on sensitive data within a protected, hardware-enforced trusted execution environment (“TEE”), such that the data and the AI model remain encrypted and inaccessible even to the infrastructure operator. The Company and its partners have together developed and deployed a proprietary software stack that enables confidential AI workloads to be processed on Telegram’s Cocoon AI protocol via NVIDIA Blackwell-generation GPU hardware.
The Company believes confidential computing represents the highest-growth, highest-value segment within the AI infrastructure market, driven by stringent data privacy requirements across healthcare, financial services, government, defense, and decentralized AI applications. We believe the convergence of the EU AI Act (effective 2026), updated FedRAMP 20x requirements, and various national data sovereignty mandates is creating a structural and mandatory procurement cycle for privacy-preserving AI infrastructure.
Sovereign AI Infrastructure
The Company targets enterprise clients, government entities, and regulated industries seeking AI compute capacity that does not require surrendering data sovereignty to hyperscale cloud providers. The Company offers co-location and dedicated GPU deployment arrangements designed to satisfy data residency requirements and regulatory mandates, including in jurisdictions with strict cross-border data transfer restrictions.
In conjunction with its infrastructure buildout, the Company has announced plans to establish a U.S. government contracting entity, projected to launch in the third quarter of calendar year 2026, to pursue federal government AI compute procurement opportunities, including those arising from FedRAMP compliance requirements.
Digital Asset Business
The Company launched a digital asset treasury business in September 2025 focused on TON blockchain and the Telegram ecosystem. In November 2025, the Company began deploying NVIDIA GPUs to Telegram’s proprietary AI protocol, Cocoon. Cocoon is Telegram’s Confidential Compute Open Network — a decentralized AI infrastructure project built around the TON ecosystem. In response to market trends in the digital asset space and opportunities in AI infrastructure, the Company completed a strategic pivot and rebranded as Alpha Compute Corp in early 2026 to reflect that its primary focus had shifted to AI compute infrastructure. This transition included the establishment of GPU procurement and data center deployment capabilities, and the development of a proprietary confidential computing software stack.
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While investing in digital assets, staking digital assets, and operating blockchain infrastructure is no longer a core focus of the Company, it will continue to maintain some exposure to TON and other digital assets. By deploying GPU hardware to Telegram’s Cocoon protocol, the Company will continue to earn TON tokens, and through its May 2026 acquisition of GaMee, the Company has exposure to the broader Telegram ecosystem and large userbase. However, TON tokens earned from Cocoon will generally be used for operating and capital expenditures for the AI infrastructure business line, rather than held for long-term investment. The remaining locked TON tokens on the Company’s balance sheet are mostly in the process of being returned to investors per their put rights granted as part of the September 2025 PIPE transaction, with two additional outstanding put rights exercised on June 22, 2026. One remaining investor has not exercised his put right on 235,000 locked TON contributed.
Legacy Immuno-oncology Business
Prior to September 2025, Alpha Compute (under the name Portage Biotech) primarily operated as a clinical-stage immuno-oncology company advancing treatments the Company believes will be first-in class therapies that target known checkpoint resistance pathways to improve long-term treatment response and quality of life in patients with invasive cancers. The Company’s access to next-generation technologies, coupled with a deep understanding of biological mechanisms, enables the identification of clinical therapies and product development strategies that accelerate these medicines through the translational pipeline. After a review of the Company’s future funding needs for clinical development of its programs, as well as the capital raising market for biotechnology companies, the Company discontinued the Company-sponsored trial for the invariant natural killer T-cell (“iNKT”) program and paused further patient accrual to the Company sponsored adenosine trial for both PORT-6 and PORT-7.
In March 2025, the Company resumed patient enrollment into the final cohort arm of TT-10 (PORT-6) as part of the Phase 1a TT-10-101 (ADPORT-601) clinical trial, following a prior pause due to funding constraints. This decision reflects the favorable safety and preliminary activity signals observed in earlier dose cohorts. In April 2025, the Company announced confirmatory preclinical results in mesothelioma with its TT-4 (PORT-7) compound, supporting advancement of this indication in its first-inhuman trial of TT-4 (PORT-7), which is expected to commence in the fourth quarter of fiscal 2026.
On November 12, 2025, the Company and Cyncado announced a non-binding Letter of Intent with Australia’s Asbestos and Dust Diseases Research Institute ("ADDRI") to conduct an ADDRI-sponsored, investigator-initiated clinical trial of TT-4, Cyncado's selective A2B receptor antagonist, in mesothelioma in Australia. On May 31, 2026, Cyncado and ADDRI executed a definitive Clinical Trial Research Agreement establishing the terms of the study. The trial is expected to enroll approximately 50 patients across multiple clinical sites, will be led by A/Prof Steven Kao and Dr. Melvin Chin, and is intended to run in parallel with Cyncado's planned U.S. mesothelioma activities. Under the agreement, Cyncado will supply TT-4 and provide limited support as part of an international mesothelioma program. The trial remains subject to customary regulatory and ethics approvals and site activation before enrollment begins.
(C) ORGANIZATIONAL STRUCTURE
Our significant subsidiaries include as of March 31, 2026:
| (a) | SalvaRx, a wholly owned subsidiary, incorporated in the British Virgin Islands; |
| (b) | iOx, a wholly owned subsidiary incorporated in the U.K.; |
| (c) | Saugatuck, a 70% owned subsidiary through SalvaRx, incorporated in the British Virgin Islands. “Saugatuck and subsidiary” refers to Saugatuck and Saugatuck Rx LLC; |
| (d) | PDS, a wholly owned subsidiary incorporated in Delaware, which provides human resources, and other services to each operating subsidiary via a shared services agreement; |
| (e) | SalvaRx LLC, a wholly owned subsidiary through SalvaRx incorporated in Delaware; |
| (f) | Saugatuck Rx LLC, a wholly owned subsidiary of Saugatuck incorporated in Delaware; and |
| (g) | Tarus, a wholly owned subsidiary incorporated in Delaware. |
(D) PROPERTY, PLANT AND EQUIPMENT
Alpha Compute purchased and made significant deposits on multiple graphic processing units (“GPUs”) during the year ended March 31, 2026 to facilitate the increasing demand for AI compute processing. As of March 31, 2026 the Company owned one Nvidia H200 server and one Nvidia B300 server with a combined carrying value of approximately $1.3 million.
On December 11, 2025 the Company signed an enterprise colocation service agreement (the “Colo Agreement”) with atNorth AB (“atNorth”) to deploy the Company’s GPU hardware to atNorth’s data center located in Kista, Sweden. The Colo Agreement consists of two data halls with a Phase I deployment of 1,213 kW of power and a Phase II of 1,017 kW of power, with Phase II being structured as a Right of First Refusal (the “ROFR”). The agreement’s commencement date was April 1, 2026, and extends for 60 months after which it automatically extends for successive 12 month periods unless 6 months’ notice is provided by either party. On April 10, 2026, the Company paid a 982,368 EUR deposit to secure Phase I of the agreement . As of the date of the issuance of these consolidated financial statements, the ROFR for Phase II of the deployment has expired, although atNorth is still being considered for a further deployment once ready. The monthly colocation fee for Phase I that has commenced is 163,728 EUR plus variable electricity costs estimated at 0.126 EUR/kWh.
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The Company has also made $8.6 million in deposits toward a purchase order with Vertical Data, Inc. for 72 Nvidia B300 servers (576 GPUs) to be manufactured by Dell. The remaining cost of the acquisition will be funded via a GPU equipment financing lender. The anticipated asset-backed loan will be non-recourse to the Company. The servers are projected to be delivered and installed in atNorth’s Kista, Sweden data center in August 2026.
On March 1, 2026, the Company entered into an office space lease in Lisbon, Portugal with an initial term of 24 months, with options to purchase the property in the 12th and 24th months. As part of executing the lease, the Company paid the first 12 months’ rent and a non-refundable option fee in the amounts of 84,000 and 50,000 EUR, respectively. In the event the Company elects to purchase the property, the option fee and a portion of the rent payments will be deducted from the purchase price.
ITEM 4A – UNRESOLVED STAFF COMMENTS
None.
ITEM 5 – OPERATING AND FINANCIAL REVIEW AND PROSPECTS
(A) OPERATING RESULTS (All Amounts in 000’$)
The following discussion should be read in conjunction with our audited consolidated financial statements and notes thereto for the fiscal year ended March 31, 2026, contained elsewhere in this Annual Report.
| March 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Revenues | $ | 97 | $ | — | $ | — | ||||||
| Operating expenses | $ | 23,193 | 7,418 | $ | 18,253 | |||||||
| Research and development | 2,801 | 3,129 | 12,535 | |||||||||
| General and administrative expenses | $ | 20,392 | 4,289 | 5,718 | ||||||||
| Loss from operations | (23,096 | ) | (7,418 | ) | (18,253 | ) | ||||||
| Change in fair value of warrant liability | 2,883 | (388 | ) | 6,868 | ||||||||
| Change in fair value of deferred purchase price payable - Tarus and deferred obligation - iOx milestone | — | — | 11,305 | |||||||||
| Change in fair value of put rights, net of redemptions | $ | (5,959 | ) | — | — | |||||||
| Loss on revaluation of digital assets | $ | (1,411 | ) | — | — | |||||||
| Loss on revaluation of digital asset receivables | (2,349 | ) | — | — | ||||||||
| Realized loss on sale of digital assets | $ | (1,700 | ) | — | — | |||||||
| Realized loss on novation of digital asset receivables | $ | (676 | ) | — | — | |||||||
| Gain on settlement with Parexel - iOx CRO | — | 946 | — | |||||||||
| Loss on Registered Direct Offering | — | — | (2,432 | ) | ||||||||
| Offering costs | — | — | (662 | ) | ||||||||
| Impairment loss - iOx IPR&D | — | — | (57,890 | ) | ||||||||
| Impairment loss - Tarus IPR&D | — | — | (23,615 | ) | ||||||||
| Impairment loss - Stimunity | — | — | (1,002 | ) | ||||||||
| Impairment loss - Saugatuck | — | — | (178 | ) | ||||||||
| Commitment fee under Committed Purchase Agreement | — | — | (839 | ) | ||||||||
| Gain on dissolution of investment in associate | — | — | 27 | |||||||||
| Gain from sale of investment in public company | — | — | 725 | |||||||||
| Impairment loss - investment in Compedica | (4,804 | ) | — | — | ||||||||
| Loss on revaluation of investment in Compedica | (182 | ) | — | — | ||||||||
| Change in fair value of TON payable to settle put rights exercised | 51 | — | — | |||||||||
| Gain on settlement of TON payable | 336 | — | — | |||||||||
| Loss on settlement of put right liability | $ | (916 | ) | — | — | |||||||
| Foreign exchange transaction (loss) gain | (1 | ) | (7 | ) | 7 | |||||||
| Interest (expense) income, net | (1,014 | ) | 86 | 242 | ||||||||
| Loss on extinguishment of debt | $ | (582 | ) | |||||||||
| Gain on forgiveness of loan interest | $ | 837 | — | — | ||||||||
| Share of losses from equity method investment | (44 | ) | — | (233 | ) | |||||||
| Loss before benefit for income taxes | $ | (38,626 | ) | (6,781 | ) | (85,930 | ) | |||||
| Income tax benefit | — | 3 | 10,548 | |||||||||
| Net loss | (38,627 | ) | (6,778 | ) | (75,382 | ) | ||||||
| Other comprehensive loss | ||||||||||||
| Net unrealized loss on investments | — | — | (38 | ) | ||||||||
| Total comprehensive loss for period | $ | (38,627 | ) | $ | (6,778 | ) | $ | (75,420 | ) | |||
| Net loss attributable to: | ||||||||||||
| Owners of the Company | $ | (38,626 | ) | $ | (6,767 | ) | $ | (75,339 | ) | |||
| Non-controlling interest | (1 | ) | (11 | ) | (43 | ) | ||||||
| Net loss | $ | (38,627 | ) | $ | (6,778 | ) | $ | (75,382 | ) | |||
| Comprehensive loss attributable to: | ||||||||||||
| Owners of the Company | $ | (38,626 | ) | $ | (6,767 | ) | $ | (75,377 | ) | |||
| Non-controlling interest | (1 | ) | (11 | ) | (43 | ) | ||||||
| Total comprehensive loss for period | $ | (38,627 | ) | $ | (6,778 | ) | $ | (75,420 | ) | |||
Results of Operations for Fiscal 2026 Compared to Fiscal 2025
We incurred a net loss of approximately $38.6 million during the fiscal year ended March 31, 2026 ( “Fiscal 2026”), compared to net loss of $6.8 million during the fiscal year ended March 31, 2025 (“Fiscal 2025”) and total comprehensive loss of approximately $38.6 million and $6.8 million during Fiscal 2026 and Fiscal 2025, respectively, an increase in net loss of $31.8 million and an increase in comprehensive loss of $31.8 million, year-over-year.
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The components of the change in net loss and total comprehensive loss are as follows:
• Revenues were $0.1 million for Fiscal 2026 compared to $0.0 million for Fiscal 2025, an increase of $0.1 million attributable to the launch of compute processing revenues in March of Fiscal 2026. No revenues were generated during Fiscal 2025.
• Operating expenses, which include research and development (“R&D”), general and administrative (“G&A”), and depreciation expense, were $23.2 million in Fiscal 2026, compared to $7.4 million in Fiscal 2025, an increase of $15.8 million, which is discussed more fully below.
• A net gain of $0.9 million from the settlement and release of obligations and liabilities under the Master Services Agreement between iOx and Parexel during Fiscal 2025. See “iOx – Parexel Master Services Agreement” section of Note 19 “Commitments and Contingent Liabilities” for additional discussion regarding this matter included elsewhere in this Report. No such gain occurred during Fiscal 2026.
• A $2.9 million gain from the change in the fair value of certain warrants accounted for as liabilities issued in connection with the 2023 and 2026 Private Placement (defined below) in October 2023 and the January 2026 registered direct offering for Fiscal 2026, relative to a $0.4 million non-cash gain from the change in fair value during Fiscal 2025.
• A loss of $4.8 million in Fiscal 2026 on the impairment of the Company’s investment in Compedica as a result of discontinuing the equity method of accounting for the investment in September 2025. Loss recognized under the equity method of accounting for the investment in Compedica was less than $0.1 million for Fiscal 2026. No such losses occurred during Fiscal 2025.
• A loss of $0.2 million in Fiscal 2026 on the change in fair value in the Company’s investment in Compedica since initial impairment. No such loss occurred during Fiscal 2025.
• A $8.6 million loss from the change in the fair value of certain put rights, net of redemptions, issued to investors in the Company accounted for as liabilities issued in connection with the September 2025 Private Placement for Fiscal 2026. No such loss occurred during Fiscal 2025.
• A $0.9 million loss from the settlement of a portion of the aforementioned put rights, recognized as the difference between the fair value of the TON contributed by the respective investors at the time of put exercise and the carrying value of the put right. No such loss occurred during Fiscal 2025.
• A $0.3 million gain from the settlement of a portion of the TON payable, recognized as the difference between the carrying value of the TON contributed by the respective investors at the time the TON was returned to the investors and the fair value of the TON payable. No such gain occurred during Fiscal 2025.
• A loss of $3.8 million in Fiscal 2026 from the revaluation of digital assets and digital asset receivables received during the year from initial contribution in September 2025. No such loss occurred during Fiscal 2025.
• A realized loss of $2.4 million in Fiscal 2026 on the sale of digital assets and the novation of digital asset receivables to the respective investors from initial purchase or contribution in September 2025. No such loss occurred during Fiscal 2025.
• Interest expense, net was $1.0 million in Fiscal 2026, compared to $0.1 million in interest income in Fiscal 2025, an increase in expense of $1.1 million attributable to interest expense incurred on the BitGo credit facility entered into during Fiscal 2026 prior to its termination. There was no material change in interest income earned from Fiscal 2025 to Fiscal 2026.
• A net gain on debt extinguishment of $0.3 million in Fiscal 2026 from the termination of the BitGo credit facility, consisting of $0.9 million in interest forgiven as part of the termination, partially offset by the loan termination fee of $0.5 million and the derecognition of unamortized deferred financing costs of $0.1 million. No such gain occurred during Fiscal 2025.
Other comprehensive loss was $0.0 million for Fiscal 2026 and Fiscal 2025.
Results of Operations for Fiscal 2025 Compared to Fiscal 2024
We incurred a net loss of approximately $6.8 million during Fiscal 2025 compared to a net loss of approximately $75.4 million during Fiscal 2024, a decrease in net loss of $68.6 million, year-over-year. Fiscal 2025 and 2024 include approximately ($0.2) million net non-cash gain and $60.9 million of net non-cash expenses, respectively.
The components of the change in net loss and total comprehensive loss are:
| · | A net gain of $0.9 million from the settlement and release of obligations and liabilities under the Master Services Agreement between iOx and Parexel International (IRL) Limited (“Parexel”). See “iOx – Parexel Master Services Agreement” section of Note 13, “Commitments and Contingent Liabilities” for additional discussion regarding this matter included elsewhere in this Report. |
| · | A $0.4 million non-cash loss from the change in the fair value of certain warrants accounted for as liabilities issued in connection with such equity offering in October 2023. |
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| · | Operating expenses, which include R&D and G&A expenses, were $7.4 million in Fiscal 2025, compared to $18.2 million in Fiscal 2024, a decrease of $10.8 million, which is discussed more fully below. Operating expenses include $0.3 million and $2.6 million of non-cash share-based compensation expense in Fiscal 2025 and Fiscal 2024, respectively. |
| · | A non-cash loss on impairment of $82.5 million comprised of 1) $57.9 million with respect to iOx in-process research and development (“IPR&D”) , 2) $23.6 million with respect to the Tarus IPR&D and 3) $1.0 million with respect to our investment in Stimunity in Fiscal 2024. This represents a full impairment of the iOx and Tarus IPR&D and our investment in Stimunity. |
| · | A $0.8 million commitment fee expense related to the decision not to utilize the Committed Purchase Agreement in Fiscal 2024. There was no such fee in Fiscal 2025. |
| · | A $0.7 million gain recognized on the sale of Intensity Therapeutics, Inc. (“Intensity”) shares during Fiscal 2024. There was no such sale in Fiscal 2025. |
| · | Additionally, we reflected a non-cash net deferred income tax benefit of $3,000 in Fiscal 2025, compared to a non-cash net deferred income tax benefit of $10.5 million in Fiscal 2024, a year-over-year change of $10.5 million reflecting the reduction of deferred tax liability due to the full impairment of the IPR&D for iOx in Fiscal 2024. |
Total comprehensive loss in Fiscal 2025 was $6.8 million, compared to $75.4 million in Fiscal 2024, a decrease in total comprehensive loss of $68.6 million. There was no difference between net loss and total comprehensive loss in Fiscal 2025. The difference between net loss and total comprehensive loss in Fiscal 2024 was entirely due to the recognition of the net change in fair value of an investment of $0.038 million originally in OCI during the fiscal year.
Operating Expenses
Total operating expenses for the last three completed fiscal years are as follows (in thousands):
| March 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Research and development | $ | 2,801 | $ | 3,129 | $ | 12,535 | ||||||
| General and administrative expenses | 20,199 | 4,254 | 5,664 | |||||||||
| Depreciation expense | 193 | 35 | 54 | |||||||||
| Total operating expenses | $ | 23,193 | $ | 7,418 | $ | 18,253 | ||||||
Research and Development Expenses
Fiscal 2026
R&D costs decreased by approximately $0.3 million, or approximately 10%, from approximately $3.1 million in Fiscal 2025 to approximately $2.8 million in Fiscal 2026. The decrease was primarily attributable to the decrease in clinical research and development expense, which decreased by approximately $0.7 million, from $1.8 million in Fiscal 2025 to $1.1 million in Fiscal 2026, as the Company continued its winddown of its research activities. R&D non-cash share-based compensation expense increased from $0 in Fiscal 2025 to $0.2 million in Fiscal 2026. Payroll-related expenses decreased by $0.2 million, from $0.7 million in Fiscal 2025 to $0.5 million in Fiscal 2026, due to the resignation of certain research employees during Fiscal 2026. Research and development services and storage fees increased by approximately $0.7 million in Fiscal 2026 compared to Fiscal 2025 due to costs incurred to conclude certain of the Company’s wound down clinical trials. Finally, consulting and manufacturing fees decreased by approximately less than $0.1 million and less than $0.1 million, respectively, in Fiscal 2026 relative to Fiscal 2025 as the Company continued its winddown of its research activities.
Fiscal 2025
R&D expenses decreased by approximately $9.4 million, or approximately 75%, from approximately $12.5 million in Fiscal 2024, to approximately $3.1 million in Fiscal 2025. The decrease was primarily attributable to clinical trial costs (principally CRO-related), which decreased by approximately $3.4 million, from $5.2 million in Fiscal 2024 to $1.8 million in Fiscal 2025, due to the decision to pause enrollment in our sponsored clinical trials in the third and fourth quarters of Fiscal 2024. Manufacturing-related costs decreased by $1.6 million from $1.8 million in Fiscal 2024, compared to $0.2 million in Fiscal 2025, related to the iNKT and adenosine clinical trials. During Fiscal 2024, we deprioritized development of the iNKT program and closed the related clinical trial. In August 2024, we temporarily paused enrollment in the PORT-6 arm of the study. Enrollment resumed in March 2025 with the initiation of the final dose escalation cohort. Non-cash share-based compensation expense allocable to R&D decreased by $1.4 million, from $1.4 million in Fiscal 2024, compared to nil in Fiscal 2025, as the relevant share options fully vested by Fiscal 2024 and no new share option awards were allocable to R&D during Fiscal 2025. Payroll-related expenses decreased by $0.9 million from $1.6 million in Fiscal 2024 to $0.7 million in Fiscal 2025; the decrease in salaries was primarily due to reduced headcount. R&D services decreased by $0.5 million due to the pause of medical writing, analysis, and clinical studies at the beginning of Fiscal 2025. Scientific consulting fees decreased by approximately $0.6 million from $0.8 million in Fiscal 2024 to $0.2 million in Fiscal 2025 to reflect the decrease in activity year-over-year. Additionally, in Fiscal 2024, we incurred a one-time milestone payment of $0.5 million for dosing our first adenosine patients, and finally, $0.5 million in fees paid with respect to the transition of the iNKT study prior to discontinuing the study in Fiscal 2024.
Fiscal 2024
R&D costs increased by approximately $3.8 million, or approximately 44%, from approximately $8.7 million in Fiscal 2023, to approximately $12.5 million in Fiscal 2024. The increase was primarily attributable to clinical trial costs (principally CRO-related), which increased by approximately $2.5 million, from $2.7 million in Fiscal 2023 to $5.2 million in Fiscal 2024, as activities ramped up throughout the period until we made the decision to pause enrollment in our sponsored clinical trials in the third and fourth quarters of Fiscal 2024. Manufacturing-related costs increased by $1.0 million from $0.8 million in Fiscal 2023, compared to $1.8 million in Fiscal 2024, related to the iNKT and adenosine clinical trials. Payroll-related expenses decreased by $0.3 million from $1.9 million in Fiscal 2023 to $1.6 million in Fiscal 2024; the increases in salaries effective January 2023 were more than offset by the fact that no annual bonuses were incurred in Fiscal 2024. R&D non-cash share-based compensation expense decreased by $0.8 million, from $2.2 million in Fiscal 2023, compared to $1.4 million in Fiscal 2024. This decrease was due to the continued vesting of options granted in prior years, as well as recent grants having a lower grant date fair value. Additionally, in Fiscal 2024, we incurred a milestone payment of $0.5 million for dosing our first adenosine patients, an increase in consulting fees of approximately $0.4 million from $0.4 million in Fiscal 2023 to $0.8 million in Fiscal 2024 to reflect the increase in activity year-over-year, and, finally, $0.5 million in fees paid with respect to the transition of the iNKT study prior to discontinuing the study in Fiscal 2024.
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General and Administrative Expenses
Fiscal 2026
G&A expenses increased by approximately $15.9 million, or approximately 375%, from approximately $4.3 million in Fiscal 2025 to approximately $20.2 million in Fiscal 2026. Professional fees increased by $8.3 million, from $1.6 million in Fiscal 2025 to $9.9 million in Fiscal 2026, primarily related to $6.0 million and $2.3 million in legal and marketing fees, respectively, in Fiscal 2026 associated with the Company’s capital raising efforts not incurred in Fiscal 2025. Payroll-related expenses increased by $1.0 million from $1.3 million in Fiscal 2025 to $2.2 million in Fiscal 2026 primarily as a result of increased headcount beginning in September 2025 as the Company executed on its strategic shift into the cryptocurrency industry and roles and responsibilities shifting from the previous management team to the current management team, partially offset by lower headcount in the first quarter of Fiscal 2026 as much of the Company’s operations had wound down. Additionally, G&A non-cash share-based compensation expense increased by $1.2 million due to share grants issued in Fiscal 2026 which became fully vested once granted. Office and general expenses and consulting fees increased by $2.9 million and $2.4 million in Fiscal 2026, compared to Fiscal 2025, as spend on consulting, corporate communications, and travel increased associated with the Company’s capital raising efforts. Additionally, directors’ fees increased by less than $0.1 million in Fiscal 2026, compared to Fiscal 2025, as all directors, except for two directors who resigned in April 2024, waived their fees in Fiscal 2025.
Fiscal 2025
G&A expenses decreased by approximately $1.4 million, or approximately 24.9%, from approximately $5.7 million in Fiscal 2024, to approximately $4.3 million in Fiscal 2025. The decreases are attributable to decreases in: non-cash share-based compensation expense allocable to G&A expenses by $0.9 million, from $1.2 million in Fiscal 2024 to $0.3 million in Fiscal 2025, primarily due to the vesting of certain share options granted in prior years fully vesting by Fiscal 2024 and lower fair value associated with more recent grants; professional fees by $0.7 million, from $2.3 million in Fiscal 2024, compared to $1.6 million in Fiscal 2025, primarily due to decline in public relations and accounting services related expenses; directors’ fees by $0.1 million, from $0.3 million in Fiscal 2024, compared to $0.2 million Fiscal 2025 due to the adoption of a new director compensation policy in March 2025; and general office related supplies and expenses by $0.1 million, from $0.2 million in Fiscal 2024, compared to $0.1 million in Fiscal 2025. These decreases were offset to some extent by an increase in payroll-related and consulting expenses by $0.4 million from $0.9 million in Fiscal 2024 to $1.3 million in Fiscal 2025 primarily attributable to $0.2 million in retention payments to an employee and a consultant included in payroll expenses allocable to general and administrative expenses.
Fiscal 2024
G&A expenses decreased by approximately $2.2 million, or approximately 28%, from approximately $7.9 million in Fiscal 2023, to approximately $5.7 million in Fiscal 2024. Professional fees decreased by $0.7 million, to $2.3 million in Fiscal 2024, compared to $3.0 million in Fiscal 2023, primarily attributable to legal fees associated with the Tarus acquisition and other regulatory filings in Fiscal 2023. Additionally, G&A non-cash share-based compensation expense decreased by $0.8 million, from $2.0 million in Fiscal 2023 to $1.2 million in Fiscal 2024. This decrease of $0.8 million in G&A non-cash share-based compensation expense was attributable to the vesting of certain share options granted in prior years and lower fair value associated with more recent grants. Insurance expense decreased by $0.5 million from $1.2 million in Fiscal 2023 to $0.7 million in Fiscal 2024, due to the decrease in the D&O premium year-over-year resulting from changes in the insurance markets. Directors’ fees decreased by $0.1 million in Fiscal 2024, compared to Fiscal 2023 as certain directors waived their fees in the quarter ended March 31, 2024. Finally, payroll-related expenses decreased by $0.1 million from $1.0 million in Fiscal 2023 to $0.9 million in Fiscal 2024; the increase in annual salaries effectuated in January 2023 was slightly more than offset by the fact that there were no annual bonuses incurred in Fiscal 2024.
Depreciation Expense
Fiscal 2026
Depreciation expense increased by approximately $0.2 million, or approximately 451%, from less than $0.1 million in Fiscal 2025, to approximately $0.2 million in Fiscal 2026 primarily due to depreciation expense on GPUs purchased in Fiscal 2026. During Fiscal 2025, the Company did not own GPUs.
Fiscal 2025
Depreciation expense decreased by less than $0.1 million, or approximately 35%, from $0.1 million in Fiscal 2024, to less than $0.1 million in Fiscal 2025 primarily due to the exit of the Company’s office space lease during Fiscal 2025.
Fiscal 2024
Depreciation expense increased by $0.1 million, or approximately 540%, from $0.0 million in Fiscal 2023, to $0.1 million in Fiscal 2024 primarily due to depreciation on the Company’s office space lease entered into during Fiscal 2024.
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(B) LIQUIDITY AND CAPITAL RESOURCES
Capital Resources
On January 29, 2025, the Company completed the sale of 524,390 ordinary shares for aggregate proceeds of $2,150,000, at a per share price of $4.10, the closing price of a share on Nasdaq on the date preceding the date of the securities purchase agreement. The shares were sold to two directors of the Company, Messrs. Gregory Bailey and James Mellon. The shares were sold in a private placement transaction pursuant to Regulation S, and were issued as restricted shares. The proceeds are being used for general corporate purposes and working capital.
On May 5, 2025 we filed a shelf registration statement with the SEC in order to sell ordinary shares, warrants and units in one or more offerings from time to time, which became effective on May 14, 2025 (“May 2025 Registration Statement”). In connection with the May 2025 Registration Statement, we have filed with the SEC:
| · | a base prospectus, which covered the offering, issuance and sale by us of up to $40 million in the aggregate of the securities identified above from time to time in one or more offerings; and |
| · | a prospectus supplement, which covered the offer, issuance and sale by us in our ATM offering of up to a maximum aggregate offering price of $3,377,250 of our ordinary shares that may be issued and sold from time to time under the At the Market Offering Agreement, dated June 27, 2025 (the “June 2025 Sales Agreement”), with Rodman & Renshaw LLC the sales agent (“Rodman”). |
| · | a prospectus supplement, which covered the offer, issuance and sale by us in our ATM offering of up to a maximum aggregate offering price of $2,841,450 of our ordinary shares that may be issued and sold from time to time under the At the Market Offering Agreement, dated September 3, 2025 (the “September 2025 Sales Agreement”), with Chardan Capital Markets, LLC the sales agent (“Chardan”). |
| · | a prospectus supplement, which covered the offer, issuance and sale by us in our ATM offering of up to a maximum aggregate offering price of $18,473,482 of our ordinary shares that may be issued and sold from time to time under the At the Market Offering Agreement, dated October 8, 2025 (the “October 2025 Sales Agreement”), with Chardan the sales agent. |
| · | a prospectus supplement, which covered the offer, issuance and sale by us in our ATM offering of up to a maximum aggregate offering price of $15,307,818 of our ordinary shares that may be issued and sold from time to time under the At the Market Offering Agreement, dated November 25, 2025 (the “November 2025 Sales Agreement”), with Chardan the sales agent. |
On September 25, 2025, the Company completed the sale of 3,415,780 ordinary shares at a per share price of $5.73 , and pre-funded warrants to purchase 3,258,466 ordinary shares at a purchase price of $5.73 per ordinary shares (less $0.001 per pre-funded warrant) for aggregate proceeds of approximately $34.5 million, consisting of cash of $3.3 million and digital assets of $32.9 million. Each pre-funded warrant is exercisable for one ordinary share at an exercise price of $0.001 per pre-funded warrant, is immediately exercisable and will expire once exercised in full. The shares and pre-funded warrants were sold in a private placement transaction in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and Rule 506 promulgated under the Securities Act, and the proceeds are being used for the establishment of the Company’s digital asset treasury. 160,000 ordinary shares were issued to the Company’s third-party asset manager as consideration for continued services to be provided to the Company. The shares had a three-year vesting term and are subject to forfeiture in the event the agreement with the asset manager is terminated under certain circumstances . The asset management agreement was subsequently terminated in December 2025 and the shares granted, which had not vested, were forfeited. The shares were sold in a private placement transaction in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and Rule 506 promulgated under the Securities Act, and were issued as restricted shares.
During the fiscal year ended March 31, 2026, the Company sold 4,062,632 ordinary shares under the ATM program, generating net proceeds of approximately $12.0 million.
On December 3, 2025, the Company filed a shelf registration statement with the SEC in order to sell up to $420,690,000 of ordinary shares, debt securities, warrants and units in one or more offerings from time to time, which became effective on December 11, 2025 ( the “December 2025 Registration Statement”).
On January 13, 2026, the Company entered into a securities purchase agreement with certain purchasers, pursuant to which the Company offered for sale to the Purchasers in a registered direct offering an aggregate of 5,230,000 ordinary shares and, in lieu thereof, pre-funded warrants to purchase up to 9,770,000 ordinary shares. The net proceeds from the Offering were approximately $12.5 million.
As of July 13, 2026, the Company had approximately $10.3 million of cash and cash equivalents on hand, which the Company expects may not be sufficient to fund its operating needs through FYE in March 2027. The Company projects cash flow needs of approximately $25.0 million between now and FYE 2027, exceeding cash and cash equivalents on hand.
Contractual Obligations and Commitments
iOx – Parexel Master Services Agreement
Effective March 15, 2022, iOx, a wholly-owned subsidiary of the Company, entered into a Master Services Agreement (the “MSA”) with Parexel under which Parexel agreed to act as a clinical service provider (“CRO”) pursuant to a work order (“Work Order”) effective June 1, 2022. Under such Work Order, Parexel planned to operate a Phase 2 trial of IMM60 and pembrolizumab in advanced melanoma and non-small lung cancer. The MSA provided for a five-year term, and the Work Order provided for a term to end upon the completion of the services required. The budget provided for service fees and pass-through expenses and clinical sites totaling $11.5 million. During the year ended March 31, 2023 (“Fiscal 2023”), the Company executed two change orders resulting in a $0.6 million increase in the overall estimated budgeted costs. As a result of the Company’s decision to discontinue the development with respect to this program, on December 20, 2023, the Company provided Parexel notice of termination of the contract, with a planned termination date of April 18, 2024.
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As the ongoing CRO services were wound down, the Company noticed that expenses incurred under the CRO agreement were higher than originally budgeted. Parexel agreed to refund the Company $0.552 million and release the liability for amounts invoiced and unbilled services totaling $1.486 million, and the Company forfeited advanced payments of $1.091 million. As a result, the Company recognized a net gain of $0.946 million as of September 30, 2024. The Company received the refund from Parexel on October 3, 2024. As of March 31, 2024, the Company reflected $1.414 million of payables to Parexel in accounts payable and accrued liabilities and $1.277 million in prepaid expenses and other receivables in the consolidated statement of financial position.
Vertical Data Server Purchase Agreement
On January 5, 2026, the Company signed an agreement with Vertical Data Inc. to acquire 72 Dell XE9780-B300 Servers containing a total of 576 GPUs along with associated required networking equipment, at a total cost of $40.9 million. On the same day a deposit of $2.0 million was made, with additional deposits made in January and February 2026 of $6.0 million for a total of $8.6 million in deposits made in order to hold the allocation of servers. The remaining cost of the acquisition will be funded via a GPU equipment financing lender. The anticipated asset-backed loan will be non-recourse to the Company.
Buzz HPC GPU Lease
On February 6, 2026 he Company entered into a GPU infrastructure services agreement with Buzz Performance Cloud Inc. pursuant to which the Company secured rights to access 504 NVIDIA B200 GPUs for a 24-month term. The arrangement contemplates aggregate contractual payments of approximately $29.6 million over the contract term and requires a security deposit of $2.6 million, which was paid on February 13, 2026. As of March 31, 2026, no liability was yet recorded as the services did not commence until early June.
atNorth Colocation Lease Payments
On December 11, 2025 the Company signed an enterprise colocation service agreement (the “Colo Agreement”) with atNorth AB (“atNorth”) to deploy the Company’s GPU hardware to atNorth’s data center located in Kista, Sweden. The Colo Agreement consists of two data halls with a Phase I deployment of 1,213 kW of power and a Phase II of 1,017 kW of power, with Phase II being structured as a Right of First Refusal (the “ROFR”). The agreement’s commencement date was April 1, 2026, and extends for 60 months after which it automatically extends for successive 12 month periods unless 6 months’ notice is provided by either party. On April 10, 2026, the Company paid a 982,368 EUR deposit to secure Phase I of the agreement. As of the date of the issuance of these consolidated financial statements, the ROFR for Phase II of the deployment has expired, although atNorth is still being considered for a further deployment once ready.
The monthly colocation fee for Phase I that has commenced is 163,728 EUR plus variable electricity costs estimated at 0.126 EUR/kWh.
GaMee Acquisition Token Buyback
On March 19, 2026, the Company entered into a sale and purchase agreement (the “SPA”) with Animoca Brands Limited (“Animoca Brands”) to acquire a 60% controlling equity interest in Ga Mee Global Limited (“GaMee Global”), a company incorporated in Hong Kong and wholly owned subsidiary of Animoca Brands, and certain digital tokens (the “GaMee Transaction”). GAMEE is a gaming and entertainment platform within Telegram's ecosystem and provides the Company with additional distribution and customer acquisition opportunities within the decentralized AI space. The SPA contains a post-closing item requiring the Company to, within ninety (90) days after close, acquire from the open market $2 million worth of GMEE tokens. GMEE is the native utility token of the GaMee gaming platform and ecosystem. The GaMee Transaction closed on May 27, 2026.
Tarus – Fortrea Clinical Service Agreement
On March 1, 2023, Tarus entered into a clinical service agreement with Fortrea Inc. (formerly Labcorp Drug Development Inc.), a third-party CRO. The term of the agreement is through the earlier of August 14, 2025 or the completion of provision of services and the payment of contractual obligations. The budgeted costs for the services to be provided are approximately $12.1 million.
In March 2025, the Company resumed patient enrollment into the final cohort arm of TT-10 (PORT-6) as part of the Phase 1a TT-10-101 (ADPORT-601) clinical trial, following a prior pause due to funding constraints. This decision reflects the favorable safety and preliminary activity signals observed in earlier dose cohorts. In April 2025, we announced confirmatory preclinical results in mesothelioma with our TT-4 (PORT-7) compound, supporting advancement of this indication in its first-inhuman trial of TT-4 (PORT-7) which is expected to commence in the quarter ending March 31, 2026.
On May 31, 2026, Cyncado and ADDRI executed a definitive Clinical Trial Research Agreement establishing the terms of the study. The trial is expected to enroll approximately 50 patients across multiple clinical sites, will be led by A/Prof Steven Kao and Dr. Melvin Chin, and is intended to run in parallel with Cyncado's planned U.S. mesothelioma activities. Under the agreement, Cyncado will supply TT-4 and provide limited support as part of an international mesothelioma program. The trial remains subject to customary regulatory and ethics approvals and site activation before enrollment begins.
Going Concern
The accompanying consolidated financial statements for the fiscal year ended March 31, 2026 have been prepared on a basis that assumes that we will continue as a going concern and that contemplates the continuity of operations, the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Accordingly, the accompanying consolidated financial statements for the fiscal year ended March 31, 2026 do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might result from the outcome of this uncertainty.
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As of March 31, 2026, the Company had cash, cash equivalents, and restricted cash of approximately $0.7 million and total current liabilities of approximately $12.7 million. For the year ended March 31, 2026, the Company reported a net loss of approximately $38.6 million and cash used in operating activities of approximately $18.5 million.
In late Fiscal 2024, due to continued liquidity constraints, the Company discontinued further clinical development of its sponsored iNKT trial and paused further patient accrual to its sponsored adenosine program for both PORT-6 and PORT-7. During the Fiscal 2026, the Company transitioned its operating strategy away from biotechnology and toward AI infrastructure, digital assets and the Telegram ecosystem. In connection with this strategy transition, the Company received funding via a private placement in the form of both cash and digital assets. While this and subsequent equity raises, including a registered direct offering on January 13, 2026, are a positive factor, the Company is continuing to explore financing options, including its ATM equity program and other financings.
Despite the Company successfully raising capital via a private placement of shares and a registered direct offering in September 2025 and January 2026 and successfully raising additional funds through its ATM program, the Company’s cash and cash equivalents balance is decreasing, and the Company did not generate positive cash flows from operations for Fiscal 2025 and 2026. Additionally, a portion of the Company’s digital asset holdings is subject to significant price fluctuations and certain restrictions and therefore may not be relied upon to fund current obligations as they come due. These factors raise significant doubt about the Company’s ability to continue as a going concern within one year after the date issuance of the Company’s audited consolidated financial statements.
The Company has incurred significant operating losses since inception and expects to continue to incur significant operating losses for the foreseeable future as it invests in the buildout of its AI infrastructure business. Historically, the Company has funded its operations primarily using the proceeds from the sale of its equity and debt securities. The Company expects that it will require significant additional capital to fund its operations and execute its business strategy, beyond the potential proceeds that could be reasonably generated from its ATM program. The Company’s ability to successfully raise sufficient capital on acceptable terms, or at all, is subject to numerous risks and uncertainties. Future equity financings may be dilutive to existing shareholders and any future debt financings may contain restrictive covenants that limit the Company’s operations or ability to enter into certain transactions. See Note 17, “Capital Stock and Reserves,” for a further discussion.
As of July 13, 2026, the Company had approximately $10.3 million of cash and cash equivalents. Based on its current operating plan, the Company believes that its existing cash resources may not be sufficient to fund its operations for at least the next 12 months from the date of issuance of its audited consolidated financial statements. Accordingly, these conditions and events raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the issuance of its audited consolidated financial statements. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.
Operating Cash Flow
Fiscal 2026
During Fiscal 2026, we used cash of $20.5 million to fund operating activities, compared to $5.5 million used during Fiscal 2025. The increase in cash used of $15.0 million year over year is primarily due to an increase in general and administrative spend in the amount of $15.9 million during Fiscal 2026 as the Company works to fundraise and grow its operations, partially offset by our decision to discontinue and pause further patient accrual in the respective clinical programs in the latter half of Fiscal 2025, which resulted in a decrease in research and development costs of $0.3 million for Fiscal 2026 relative to Fiscal 2025. Further, the Company generated $0.1 million in cash from GPU revenues for Fiscal 2026, relative to nil for Fiscal 2026, with the remaining fluctuation attributable to changes in working capital.
Fiscal 2025
During Fiscal 2025, we used cash of $5.5 million to fund operating activities, which was consistent with the decision to pause running clinical programs in the last half of Fiscal 2024.
Fiscal 2024
During Fiscal 2024, we used cash of $14.3 million to fund operating activities, which was consistent with running both clinical programs until the decisions were made in the last half of Fiscal 2024 to discontinue and pause further accrual in the respective clinical programs.
Investing Cash Flows
Fiscal 2026
During Fiscal 2026, we used $6.3 million in investing activities, primarily consisting of purchases of GPUs and deposits for GPUs totaling $10.3 million. Additionally, the Company purchased $0.9 million of stablecoin and digital assets, partially offset by proceeds from sales of stablecoin and digital assets of $5.0 million. Further, the Company paid $0.1 million in legal fees to facilitate its investment in Compedica.
Fiscal 2025
During Fiscal 2025, we had no investing activities.
Fiscal 2024
During Fiscal 2024, we generated cash of $2.8 million from investing activities, which reflected the proceeds from the sales of Intensity shares.
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Financing Cash Flows
Fiscal 2026
During Fiscal 2026, we generated net cash of $25.9 million from financing activities, consisting of cash received of $3.3 million, $12.6 million, and $15.0 million through a private placement of shares, issuance of shares under the ATM program, and an issuance of shares under a registered direct offering, respectively, reduced by share issuance fees of $3.6 million. During Fiscal 2026, we had financing cash outflows of $0.4 million, $0.3 million, $0.3 million, and $0.5 million attributable to the repayment of our lease liability for the Lisbon office space and a GPU lease, payment of deferred financing costs to secure the Company’s credit facility with BitGo, cash repayments of the BitGo credit facility, and payment of the BitGo loan termination fee, respectively.
Fiscal 2025
During Fiscal 2025, we generated $2.1 million in cash from financing activities, which was primarily attributable to $2.15 million in proceeds from the sale of 524,390 ordinary shares to two of our directors in a private placement transaction.
Fiscal 2024
During Fiscal 2024, we generated $6.0 million in cash from financing activities, of which $5.3 million net proceeds related to the Registered Direct Offering and $0.7 million related to net proceeds from sales under the ATM program.
(C) RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES
From May 23, 2012 to date, we, through our operating subsidiaries, have been engaged in general research and development and clinical and pre-clinical studies as detailed under Item 4 (B) “Business Overview” of this Annual Report. Research and development expenses analysis and details are provided under Item 5 (A) “Operating Results” of this Annual Report. All research and development expenses are expensed as they are incurred.
iOx (iNKT) License
On July 1, 2015, iOx entered into a licensing agreement with Ludwig Institute for Cancer Research Ltd. (“LICR”), which covers certain technology, intellectual property and know-how and development with respect to iNKT cell agonists to treat human diseases. Under the terms of the licensing agreement (“LICR License”), LICR granted to iOx an exclusive worldwide license, with the right to grant sublicenses, under the Licensed Patent and Licensed Technology, each as defined in the LICR License, in each case, to develop, make, have made, use, sell, offer for sale and import Licensed Products, as defined in the LICR License, subject to certain rights retained by LICR for academic and research purposes. The LICR License provides for a royalty term of ten years after the first commercial sale, on a Licensed Product by Licensed Product, country by country basis. Upon the expiration of the applicable royalty term, the license with respect to such Licensed Product in such country will convert to a non-exclusive, fully paid-up license.
LICR is entitled to 15,000 GBP as an annual license fee on each annual anniversary of the effective date of the LICR License until royalties become duly payable and 15,000 GBP as a patent reimbursement fee until LICR has been fully reimbursed for all patent costs incurred prior to the LICR License.
Additionally, LICR is entitled to milestone payments totaling up to 20.45 million GBP based upon the first Licensed Product achieving specific clinical, regulatory and sales-based milestones. LICR is also entitled to milestone payment totaling up to 10.25 million GBP based upon a second Licensed Product achieving specific clinical, regulatory and sales-based milestones.
Finally, LICR is entitled to a low-single digit royalty on net sales of Licensed Products that marginally escalates upon sales levels all determined by territory. LICR is also entitled to a percentage of any sublicensing income that gradually decreases based on the stage of development of the most advanced Licensed Product that is the subject of the applicable sublicense agreement.
Pursuant to the terms and conditions of the LICR License, LICR is responsible for managing the preparation, filing, prosecution and maintenance of all Licensed Patent Rights, as defined in the LICR License. iOx will reimburse LICR for all reasonable patent costs it incurs after the effective date of the LICR License. Further, the LICR License provides that both parties have the right to termination for material breach or default in the performance of obligations under the LICR License by the other party and in the event of insolvency of the other party.
Tarus (adenosine) License
On July 1, 2022, we acquired Tarus Therapeutics, Inc. Pursuant to the license agreement entered into by Tarus Therapeutics, Inc. and Impetis Biosciences Limited (“Impetis”) dated October 29, 2019 (“Impetis License”), Impetis granted to Tarus an exclusive sublicensable worldwide license to develop and commercialize the adenosine receptor antagonists for all indications and certain other assets which were granted upon exercise of a call option on November 5, 2020.
Under the terms of the Impetis License, Impetis is eligible to receive payments totaling up to $38 million on an Impetis Compound (as defined in the Impetis License) based upon achievement of certain clinical and commercial milestones. Milestone payments due in the amount of $1 million for achievement of certain regulatory milestones were paid in July 2022 and a $0.5 million milestone was paid upon dosing the first patient in September 2023.
Additionally, commencing upon the First Commercial Sale (as defined in the Impetis License) of a Licensed Product (as defined in the Impetis License), Impetis is entitled to royalties on worldwide net sales that begin in the mid-single digits and escalate through multiple tiers, with net sales over $1 billion receiving low double digit royalties.
Pursuant to the terms and conditions of the Impetis License, Tarus has exclusive and full authority to manage all intellectual property (whether licensed or not) underlying the assets covered by the Impetis License and any other aspects related to exploitation, development and commercialization thereof at its own cost, and Impetis must provide Tarus reasonable assistance as requested at Tarus’ cost and expense. Further, the Impetis License provides that both parties have the right to termination for material breach by the other party and in the event that the other party undergoes certain events such as a voluntary winding-up, a liquidation or entry into receivership.
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(D) TREND INFORMATION
There are no other trends, commitments, events or uncertainties presently known to management that are reasonably expected to have a material effect on the Company's business, financial condition or results of operation other than as disclosed elsewhere in this Annual Report (refer to the heading entitled "Risk Factors" under Item 3 (D) and Item 4 (B) “Business Overview” and elsewhere in this Item 5).
(E) CRITICAL ACCOUNTING ESTIMATES
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
Significant areas where estimates are made include valuation of certain assets, liabilities, and expenses (including warrant liabilities, put right liabilities, digital assets including discounts for lack of marketability and collectability, and measurement of share-based compensation). Significant areas where critical judgments are applied include warrant liabilities, put right liabilities, and digital assets including discounts for lack of marketability.
The following methods and assumptions were used to estimate the fair values of the respective assets, liabilities, and expenses:
Put Right Liability: The fair value is estimated using a Black-Scholes model and in certain cases, a Monte Carlo simulation (Level 3) (see Note 12, “Put Right Liability and TON Payable”).
Warrant Liability: The Series B Warrants, the Series C Warrants and the 2023 and 2026 Placement Agent Warrants include the obligation, in the event of a Fundamental Transaction, as defined in the Series B Warrants, the Series C Warrants and the 2023 and 2026 Placement Agent Warrants, for the Company or the successor entity to purchase the warrants from the holder at the discretion of the holder and at the Black-Scholes value, as defined in the warrant agreements. As a result, management concluded that, in line with IFRS 9 and paragraphs16A and 16B of IAS 32, such warrants will be accounted for as financial liabilities on the consolidated statement of financial position with the changes in fair value recognized in the consolidated statement of operations and other comprehensive loss. See Note 11, “Warrant Liability” for further discussion.
Digital Assets and Discounts for Lack of Marketability: The Company values liquid digital assets using the quoted prices per liquid token in the Company’s primary market, which are Level 1 inputs. The fair value of locked tokens is computed by taking the number of locked tokens and discounting the month-end spot price by an average of 14.8%. The discount used by management is based on the historical purchases of locked TON management has made on behalf of the Company and Monte Carlo simulation based on estimated volatility during the lockup period (Level 3 inputs). Management monitors this discount percentage and adjusts when appropriate.
Share-Based Compensation: The Company determines the fair value of share-based payments granted to directors, officers, employees and consultants using the Black-Scholes option-pricing model at the grant date. Assumptions for the Black-Scholes model are expected volatility, expected term, the risk-free interest rate, and expected dividend yield.
ITEM 6 – DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
(A) DIRECTORS AND SENIOR MANAGEMENT
The following tables set forth certain information relating to our directors and executive officers as of the date of this annual report.
Non-Employee Directors
| Committee Membership | ||||||||||||
| Name | State and Country of Residence | Age | Director Since | Audit | Compensation | Nominating | ||||||
| Michael Terpin | San Juan, Puerto Rico | 69 | September 25, 2025 | Member | Chair | Member | ||||||
| F. Daniel Siciliano | San Francisco, USA | 55 | February 5, 2026 | Chair | Member | Member | ||||||
Executive Officers
| Name | Age | Position | Officer Since | |||||
| State and Country of Residence | ||||||||
| Brittany Kaiser | San Juan, Puerto Rico, USA | 38 | Chief Executive Officer and Director | August 4, 2025 | ||||
| Enzo Villani | San Francisco, USA | 56 | Chief Investment Officer and Director | September 25, 2025 | ||||
| Liza Horowitz | Toronto, Canada | 57 | Chief Operating Officer | June 1, 2026 | ||||
| Wes Levitt | Amsterdam, Netherlands | 39 | Chief Financial Officer | October 24, 2025 | ||||
| Yury Mitin | Toronto, Canada | 40 | Chief Business Development Officer | September 25, 2025 |
| 23 |
Biographical Information
Brittany Kaiser
Brittany Kaiser was previously Chair of the Board of Gryphon Digital Mining. She is an entrepreneur, activist, and globally recognized expert in data protection and privacy. As Co-Founder of the Own Your Data Foundation, she teaches digital literacy education and training to governments, corporates, and families. She is also a Co-Founder of the Digital Asset Trade Association (DATA) for legal advocacy where she does legislative drafting and lobbying on privacy and blockchain laws. Ms. Kaiser sits on the board of many companies across industries, working on data ethics, compliance, and privacy protocols. She is also the primary subject of the Netflix Original documentary “The Great Hack” and the author of “Targeted,” published by HarperCollins.
Enzo Villani
Enzo Villani is a serial entrepreneur with twenty-year expertise as a chief strategist to Fortune 500 companies, private equity firms, and venture capital. Enzo was co-founder of Nasdaq Corporate Solutions, co-founder and Chief Strategy Officer of two strategic M&A consolidations in the areas of investor relations, proxy solicitation, corporate governance and financial technology. Mr. Villani was key in consolidating over ten service companies across 4 continents representing over 5,000 public companies and raising in excess of $500 million. In the blockchain industry, Mr. Villani was Chief Strategy Officer of Transform Group. Transform Group represented the launch of over 37% of the alt-coin market capitalization by 2019. He is the co-founder of Blockchain Wire and was the head of international strategy and innovation at OKEx. Mr. Villani holds an MBA from Cornell University Johnson School.
Michael Terpin
Michael Terpin is founder and CEO of Transform Ventures, a leading blockchain advisory and venture studio since 2013, working with hundreds of crypto projects in their earliest stages, including Augur, Bancor, Ethereum, Gnosis, Mastercoin, Neo, Tether and WAX. CNBC called Terpin “the godfather of crypto” for his long history of launching and advising iconic crypto projects. His first book, Bitcoin Supercycle, was published by Skyhorse Publishing and distributed by Simon & Schuster in November 2024.
Mr. Terpin also co-founded BitAngels, the world’s first angel network for digital currency startups, in May, 2013, which has expanded to 25 city chapters. His venture studio incubated Blockchain Wire and blockchain-based sustainability platform, OpenCarbon. A prolific angel investor, he is also a general partner at digital asset fund managers Alpha Transform Holdings and Tradecraft Capital; senior advisor and LP at Alphabit Fund and LP at four other crypto funds. He also co-founded and profitably exited the Dapps Fund, one of the first cryptocurrency venture funds, in March 2014.
F. Daniel Siciliano
F. Daniel Siciliano is a successful technology entrepreneur, an independent director on the board of the Federal Home Loan Bank of San Francisco, and a recognized expert in corporate strategy and governance, capital financial markets, technological disruption (including fintech, AI and cybersecurity), and executive compensation.
From 2000 to 2015, Mr. Siciliano was co-founder, CEO and ultimately Executive Chairman of LawLogix Group, Inc., a global software technology company. Mr. Siciliano is a Fellow at Stanford Law School (CodeX), Emeritus Co-Director of Stanford’s Directors’ College, prior Co-Chair of the We Robot Conference on AI/Robotics, Law, and Policy, and is a past faculty director of the Rock Center for Corporate Governance at Stanford University.
Liza Horowitz
Liza Horowitz is the Chief Operating Officer of Alpha Compute Corp. Ms. Horowitz has more than 25 years of leadership experience in wealth management, sustainability, and digital infrastructure. Ms. Horowitz spent nearly a decade at ScotiaMcLeod, the wealth management division of Scotiabank, where she oversaw branch operations, regulatory compliance, and growth of the wealth management practice. She subsequently spent nearly a decade in the sustainability sector, working with public and private organizations on ESG strategy, sustainability reporting, carbon disclosure, and sustainable infrastructure initiatives.
Ms. Horowitz was a Director at Input Output Global (IOG), the core developer of the Cardano blockchain, supporting marketing and finance initiatives across research and engineering teams. Ms. Horowitz received a Master of Science in Environmental Studies from Green Mountain College.
Wes Levitt
Wes Levitt previously served as Chief Investment Officer of Alpha Sigma Capital, overseeing portfolio management and new investments in digital assets and blockchain startups. Mr. Levitt also served as Head of Strategy at Theta Labs, a blockchain software development company, and as CFO of Blockchain Moon Acquisition Corp. Mr. Levitt spent 8 years in investment roles in real estate, first at Redwood Trust as an originator of commercial real estate loans for CMBS securitization, then more recently at Mosser Capital as an asset manager of institutional real estate portfolios. He holds a BS in Economics from the University of Oregon and an MBA from UC Berkeley Haas School of Business, and is a CFA Charterholder.
Yury Mitin
Yury Mitin serves as Chief Business Development Officer (CBDO) at Alpha Compute. He is also the Managing Partner at RSV Capital, a Canadian-based global investment firm specializing in late-stage investments in high-growth technology enterprises. With over 18 years of institutional experience spanning venture capital and technology entrepreneurship, Mr. Mitin focuses on identifying and scaling transformative businesses across high-growth verticals, including FinTech, Web3/Digital Assets, EdTech, and Artificial Intelligence (AI).
Over the course of his career, Mr. Mitin has directed more than $200 million in venture capital allocations and secondary market transactions, overseeing investments in category-defining companies such as Udemy, eToro, Upgrade, Robinhood, MasterClass, and Groq. He holds a Ph.D. in Innovation and Entrepreneurship, an Executive MBA from the Skolkovo Business School, and has completed executive education programs at Harvard Business School, the UC Berkeley Haas School of Business, and the Ivey Business School.
| 24 |
Family Relationships
There are no family relationships between or among the directors and executive officers.
Other Relationships
There are no arrangements or understandings between or among any major shareholder, customer, supplier or others, pursuant to which any of the above-named persons were selected as directors or as members of senior management.
(B) COMPENSATION
| 1. | General |
The Board adopted and approved, effective as of March 6, 2026, a non-executive director compensation policy (“Non-Executive Director Compensation Policy”), which replaced the previous plan approved in March 2025. Under the new policy, each non-executive director of the Company is entitled to an annual cash retainer of $75,000, to be paid in arrears, as well as an annual cash retainer of $10,000 for service as a member, or $20,000 for service as the Chair, of each of the Audit, Compensation or Nominating and Corporate Governance Committees. Upon election to the Board, each non-executive director will receive a grant of restricted share units (“RSUs”) equal to $150,000 in value based on the Company’s closing share price on the grant date, and thereafter, on each anniversary of the director’s commencement of service, an annual RSU grant equal to $100,000 in value. The initial RSU award vests in equal quarterly installments over a four-year period from grant date, subject to a one-year cliff and the director’s continued service through each applicable vesting date. Annual RSU awards likewise vest in equal quarterly installments over a four-year period, subject to the director’s continued service through each applicable vesting date.
The Company does not have any plans that provide for pensions, retirement or similar benefits.
| 2. | Statement of Director and Executive Compensation |
The following tables and accompanying notes set forth all compensation paid or payable by the Company to its directors and senior management for the fiscal years ended March 31, 2026, 2025, and 2024. The share information is adjusted to give effect to the 1-for-20 reverse share split completed on August 15, 2024.
| 25 |
2. Statement of Director and Executive Compensation (Cont’d)
| Name & Principal Position | Year | Fee and Salary(1) | Bonus | Transaction Closing Bonus(3) | Securities Under Options Granted | Shares or Units(16) | Other(3) | Total Compensation | ||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
| Michael Terpin | ||||||||||||||||||||||||||||||||
| 2026 | 61,250 | - | - | - | - | - | 61,250 | |||||||||||||||||||||||||
| F. Daniel Siciliano | ||||||||||||||||||||||||||||||||
| 2026 | 17,500 | - | - | - | - | - | 17,500 | |||||||||||||||||||||||||
| Gregory H. Bailey, M.D.(6) | ||||||||||||||||||||||||||||||||
| 2026 | 30,000 | 25,000 | - | - | - | - | 55,000 | |||||||||||||||||||||||||
| 2025 | 30,000 | - | - | - | - | - | 30,000 | |||||||||||||||||||||||||
| 2024 | 49,500 | - | - | - | - | - | 49,500 | |||||||||||||||||||||||||
| James Mellon(6) | ||||||||||||||||||||||||||||||||
| 2026 | 30,000 | 25,000 | - | - | - | - | 55,000 | |||||||||||||||||||||||||
| 2025 | 30,000 | - | - | - | - | - | 30,000 | |||||||||||||||||||||||||
| 2024 | 35,242 | - | - | - | - | - | 35,242 | |||||||||||||||||||||||||
| Steven Mintz(8) | ||||||||||||||||||||||||||||||||
| 2026 | 77,500 | 25,000 | - | 54,796 | - | - | 157,296 | |||||||||||||||||||||||||
| 2025 | 30,000 | - | - | 113,158 | (5) | - | - | 143,158 | ||||||||||||||||||||||||
| 2024 | 45,750 | - | - | - | - | - | 45,750 | |||||||||||||||||||||||||
| Jean-Christophe Renondin, M.D.(7) | ||||||||||||||||||||||||||||||||
| 2026 | 30,000 | 25,000 | - | 54,796 | - | - | 109,796 | |||||||||||||||||||||||||
| 2025 | 30,000 | - | - | 96,992 | (5) | - | - | 126,992 | ||||||||||||||||||||||||
| 2024 | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| Justin Stebbing, M.D. PhD(7) | ||||||||||||||||||||||||||||||||
| 2026 | 30,000 | 25,000 | - | 64,760 | - | - | 119,760 | |||||||||||||||||||||||||
| 2025 | 30,000 | - | - | 121,240 | (5) | - | - | 151,240 | ||||||||||||||||||||||||
| 2024 | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| Linda Kozick(9) | ||||||||||||||||||||||||||||||||
| 2026 | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| 2025 | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| 2024 | 42,000 | - | - | - | - | - | 42,000 | |||||||||||||||||||||||||
| Mark Simon(9) | ||||||||||||||||||||||||||||||||
| 2026 | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| 2025 | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| 2024 | 55,500 | - | - | - | - | - | 55,500 | |||||||||||||||||||||||||
| Robert Glassman(9) | ||||||||||||||||||||||||||||||||
| 2026 | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| 2025 | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| 2024 | 45,258 | - | - | - | - | - | 45,258 | |||||||||||||||||||||||||
| 26 |
2. Statement of Director and Executive Compensation (Cont’d)
| Name & Principal Position | Year | Fee and Salary(1) | Bonus | Transaction Closing Bonus(3) | Securities Under Options Granted | Shares or Units(16) | Other(3) | Total Compensation | ||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
| Executive Officers | ||||||||||||||||||||||||||||||||
| Brittany Kaiser | ||||||||||||||||||||||||||||||||
| Chief Executive Officer and Director | 2026 | 661,290 | - | 500,000 | 218,219 | 149,015 | 187,102 | 1,715,627 | ||||||||||||||||||||||||
| Enzo Villani | ||||||||||||||||||||||||||||||||
| Chief Investment Officer and Director | 2026 | 369,355 | - | 500,000 | 218,219 | 248,359 | - | 1,335,933 | ||||||||||||||||||||||||
| Wes Levitt | ||||||||||||||||||||||||||||||||
| Chief Financial Officer | 2026 | 219,086 | - | - | - | 219,086 | ||||||||||||||||||||||||||
| Yury Mitin | ||||||||||||||||||||||||||||||||
| Chief Business Development Officer | 2026 | 369,355 | - | 500,000 | 218,219 | 99,344 | - | 1,186,918 | ||||||||||||||||||||||||
| Alexander Pickett(10) | ||||||||||||||||||||||||||||||||
| Chief Executive Officer and Director | 2026 | 51,250 | 25,000 | - | 234,132 | - | 39.6 | 310,422 | ||||||||||||||||||||||||
| 2025 | 30,000 | - | - | 145,488 | (5) | - | - | 175,488 | ||||||||||||||||||||||||
| Ian Walters(11) | ||||||||||||||||||||||||||||||||
| Chief Executive Officer and Chairman of the Board | 2026 | - | - | - | - | - | 152,383 | 152,383 | ||||||||||||||||||||||||
| 2025 | 453,186 | - | - | - | - | 54,716 | 507,902 | |||||||||||||||||||||||||
| 2024 | 642,700 | - | - | - | - | 75,185 | 717,885 | |||||||||||||||||||||||||
| Andrea Park(12) | ||||||||||||||||||||||||||||||||
| Chief Financial Officer | 2026 | 218,429 | 50,000 | - | 39,857 | - | - | 308,286 | ||||||||||||||||||||||||
| 2025 | 163,790 | - | - | 113,158 | (5) | - | 28,659 | 305,607 | ||||||||||||||||||||||||
| Allan Shaw(13) | 2026 | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| Chief Financial Officer and Secretary | 2025 | 234,500 | - | - | - | - | - | 234,500 | ||||||||||||||||||||||||
| 2024 | 469,000 | - | - | - | - | 49,205 | 518,205 | |||||||||||||||||||||||||
| Robert Kramer | ||||||||||||||||||||||||||||||||
| Chief Scientific Officer | 2026 | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| 2025 | 112,500 | - | - | - | - | 6,750 | 119,250 | |||||||||||||||||||||||||
| 2024 | 168,750 | - | - | - | - | 17,141 | 185,891 | |||||||||||||||||||||||||
| Brian Wiley(14) | ||||||||||||||||||||||||||||||||
| Chief Business Officer | 2026 | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| 2025 | 114,844 | - | - | - | - | 8,627 | 123,471 | |||||||||||||||||||||||||
| 2024 | 153,125 | - | - | - | - | 2,297 | 155,422 | |||||||||||||||||||||||||
| Justin Fairchild(15) | ||||||||||||||||||||||||||||||||
| Vice President of Development | 2026 | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| 2025 | 20,000 | - | - | - | - | - | 20,000 | |||||||||||||||||||||||||
| 2024 | 270,000 | - | - | - | - | 55,301 | 325,301 | |||||||||||||||||||||||||
| 27 |
2. Statement of Director and Executive Compensation (Cont’d)
Notes
| (1) | Represents base salary earned by executive officers in accordance with their respective contractor agreements and director’s fees earned by directors. For Brittany Kaiser, Enzo Villani, Yury Mitin, and Wes Levitt, their base salary is comprised of equal portions payable in USD and TON tokens. The figures in the table represent the sum of both. To date, these executives’ USD portions of their salaries have been paid monthly, while the TON portions have been accrued by the Company. |
| (2) | Dr. Bailey, Mr. Mellon, Mr. Mintz and Ms. Kozick waived their directors’ fees with respect to the three months ended March 31, 2024. |
| (3) | The contractor agreements for executives Brittany Kaiser, Enzo Villani, and Yury Mitin each provided for bonuses consisting of $250,000 in cash and $250,000 worth of TON tokens, payable upon the Company raising at least $50 million in equity financing through private or public share offerings. This milestone was achieved on January 14, 2026, upon the closing of a $15 million registered direct share offering, which, together with prior equity financings, resulted in aggregate equity financing proceeds in excess of $50 million. During Fiscal 2026, the Company paid the cash portion of the bonus to each executive and accrued the TON token portion of each executive’s bonus. |
| (4) | Represents employee benefits paid by the Company. |
| (5) | Represents the aggregate grant date fair value of 14,600 options to purchase ordinary shares granted on March 30, 2023, which vested on the first anniversary of the date of grant. |
| (6) | Represents the aggregate grant date fair value of options to purchase ordinary shares granted on March 7, 2025, which one-quarter vested immediately, one-quarter vested on March 7, 2026, and the remaining balance to vest in equal parts on March 7, 2027 and March 7, 2028. |
| (7) | Mr. Mellon and Dr. Bailey served as directors of the Company through September 25, 2025. |
| (8) | Dr. Renondin and Dr. Stebbin served as directors of the Company through August 3, 2025. |
| (9) | Mr. Mintz served as a director of the Company through February 6, 2026. |
| (10) | Ms. Kozick and Dr. Glassman served as directors of the Company through April 25, 2024, and Mr. Simon served as a director of the Company through April 24, 2024. |
| (11) | Mr. Pickett was appointed as our Chief Executive Officer under a consultancy agreement and joined our Board of Directors on December 15, 2024. He resigned as Chief Executive Officer on August 2, 2025 and departed the Board of Directors on December 19, 2025. |
| (12) | Dr. Walters served as our Chief Executive Officer and Chairman of our Board of Directors through December 14, 2024. In accordance with his employment agreement, all unvested share options at that time vested immediately. |
| (13) | Ms. Park was appointed as our Chief Financial Officer on September 30, 2024 and left the Company in October 2025. |
| (14) | Mr. Shaw served as our Chief Financial Officer and Secretary through September 30, 2024. Other compensation in the amount of $127,250 represent payments made to Mr. Shaw under a Retention Agreement and General Release (“Retention Agreement”) dated July 22, 2024. Additional information concerning the Retention Agreement may be found in Note 14, Related Party Transactions to the consolidated financial statements included elsewhere in this Annual Report. |
| (15) | Mr. Wiley served as our Chief Business Officer through November 15, 2024. In accordance with his employment agreement, all unvested share options at that time vested immediately. |
| (16) | Mr. Fairchild resigned as our Vice President of Development in January 2024 but continued to provide his services as a consultant through May 31, 2024, his resignation date. |
| (17) | On March 11, 2026, the Board authorized the grant of 149,015 RSUs to Ms. Kaiser, 99,344 RSUs to Mr. Mitin, and 248,359RSUs to Mr. Villani, which were owed pursuant to their contractor agreements upon the Company raising at least $50 million in equity financing via either private or public share offerings. These RSUs were formally granted on April 29, 2026. |
| 28 |
Outstanding Equity Awards at Fiscal Year-End
The following table and related notes provide certain information regarding all outstanding equity awards for our executive officers as of March 31, 2026, as adjusted to give effect to the 1-for-20 reverse share split completed on August 15, 2024:
| Option Awards | Stock Awards(6) | |||||||||||||||||||||||||
| Number of | Number of Shares or | Market Value of Shares or | ||||||||||||||||||||||||
| Securities Underlying | Option | Option | Units of Stock | Units of Stock | ||||||||||||||||||||||
| Unexercised Options | Exercise | Expiration | That Have | That Have | ||||||||||||||||||||||
| Name | Grant Date | Exercisable(1) | Unexercisable | Price | Date | Not Vested | Not Vested | |||||||||||||||||||
| Alexander Pickett(2) | 3/7/2025 | 36,000 | - | 4.45 | 3/7/2035 | - | - | |||||||||||||||||||
| 7/27/2025 | 45,937 | - | 5.73 | 7/27/2035 | - | - | ||||||||||||||||||||
| Ian B. Walters(3) | 3/30/2023 | 15,085 | - | 58.40 | 12/14/2026 | - | - | |||||||||||||||||||
| 1/19/2022 | 6,285 | - | 204.40 | 12/14/2026 | - | - | ||||||||||||||||||||
| 1/13/2021 | 7,550 | - | 355.00 | 12/14/2026 | - | - | ||||||||||||||||||||
| Andrea E. Park(4) | 3/7/2025 | 28,000 | - | 4.45 | 3/7/2035 | - | - | |||||||||||||||||||
| 7/27/2025 | 7,820 | - | 5.73 | 7/27/2035 | - | - | ||||||||||||||||||||
| Allan Shaw(5) | 3/30/2023 | 1,761 | - | 58.40 | 9/30/2026 | - | - | |||||||||||||||||||
| 1/19/2022 | 840 | - | 204.40 | 9/30/2026 | - | - | ||||||||||||||||||||
| 1/13/2021 | 6,550 | - | 355.00 | 9/30/2026 | - | - | ||||||||||||||||||||
| Robert Kramer(6) | 3/30/2023 | 2,771 | - | 58.40 | 3/30/2033 | - | - | |||||||||||||||||||
| 1/19/2022 | 1,255 | - | 204.40 | 1/19/2032 | - | - | ||||||||||||||||||||
| 1/13/2021 | 3,050 | - | 355.00 | 1/13/2031 | - | - | ||||||||||||||||||||
| Brian Wiley(7) | 3/30/2023 | 2,386 | - | 58.40 | 11/15/2026 | - | - | |||||||||||||||||||
| 1/19/2022 | 3,000 | - | 204.40 | 11/15/2026 | - | - | ||||||||||||||||||||
| Brittany Kaiser(8) | 3/11/2026 | 545,315 | - | 1.30 | 5/14/2036 | - | - | |||||||||||||||||||
| Enzo Villani(8) | 3/11/2026 | 545,315 | - | 1.30 | 5/14/2036 | - | - | |||||||||||||||||||
| Yury Mitin(8) | 3/11/2026 | 545,315 | - | 1.30 | 5/14/2036 | - | - | |||||||||||||||||||
| 29 |
Outstanding Equity Awards at Fiscal Year-End (Cont’d)
| (1) | Except as set forth below, vesting of all options is subject to continued service as an employee, director and/or consultant of Alpha Compute or a subsidiary on the applicable vesting date. One fourth of the options vested or will vest on the first anniversary of the date of grant, and the remaining balance of the options vested or will vest in 36 equal monthly installments thereafter. |
| (2) | On December 15, 2024, Mr. Pickett was appointed as a director of the Company and our Chief Executive Officer under a consultancy agreement and served in such capacities through December 19, 2025, his resignation date. These options were awarded to Mr. Pickett for his services as a director. One fourth of the options vested immediately on grant date, and the remaining vest in three equal annual installments thereafter. |
| (3) | Dr. Walters served as our Chief Executive Officer and a director of the Company through December 14, 2024. Pursuant to the terms of his employment agreement, all unvested share options immediately vested on such date. Pursuant to the terms of his share option agreements, the vested share options are exercisable for two years from this date. |
| (4) | On September 30, 2024, Ms. Park was appointed as our Chief Financial Officer and departed the Company in October 2025. One fourth of the options vested immediately on the grant date, and the remaining vest in three equal annual installments thereafter. |
| (5) | Mr. Shaw served as our Chief Financial Officer through September 30, 2024. Pursuant to the terms of his share option agreements, the vested share options are exercisable for two years from such date. |
| (6) | The above table excludes 4,550 RSUs to Mr. Kramer granted on January 13, 2021, with a grant date value of $1,615,250, which vested on the grant date but are subject to certain restrictions and 860 RSUs granted on January 19, 2022 with a grant date value of $175,784, which vested on the grant date. |
| (7) | Mr. Wiley served as our Chief Business Officer through November 15, 2024. Pursuant to the terms of his employment agreement, all unvested shares immediately vested on such date. Pursuant to the terms of his share option agreement, the vested share options are exercisable for two years from such date. |
| (8) | On March 11, 2026, the Board authorized the grant of 545,315 share options each to Ms. Kaiser, Mr. Mitin, and Mr. Villani, which were owed pursuant to their contractor agreements upon the Company raising at least $50 million in equity financing via either private or public share offerings. These share options were formally granted on May 14, 2026. |
Directors’ and Officers’ Liability Insurance
We have purchased, at our expense, a directors’ and officers’ liability insurance policy that provides insurance against possible liabilities incurred by our directors and officers in their capacity as such.
For the year ended March 31, 2026, our members of senior management were:
| · | Alexander Pickett, Interim Chief Executive Officer and Director(1) |
| · | Andrea Park, Chief Financial Officer(2) |
| · | Brittany Kaiser, Chief Executive Officer and Director(3) |
| · | Enzo Villani, Chief Investment Officer and Director(4) |
| · | Wes Levitt, Chief Financial Officer (5) |
| · | Yury Mitin, Chief Business Development Officer (6) |
| (1) | Mr. Pickett was appointed as our Chief Executive Officer and joined our Board of Directors effective December 15, 2024. He resigned as Chief Executive Officer effective August 2, 2025 and left the Board of Directors in December 2025. |
| (2) | Ms. Park was appointed as our Chief Financial Officer effective September 30, 2024 and resigned in October 2025. |
| (3) | Ms. Kaiser was appointed as our Chief Executive Officer and joined our Board of Directors effective August 2, 2025. |
| (4) | Mr. Villani was appointed as our Chief Investment Officer and joined our Board of Directors effective September 25, 2025. |
| (5) | Mr. Levitt was appointed as our Chief Financial Officer effective October 24, 2025. |
| (6) | Mr. Mitin was appointed as our Chief Business Development Officer effective September 25, 2025. |
Executive Compensation Overview
During Fiscal 2026, we entered into contractor agreements with affiliates of each Brittany Kaiser, Enzo Villani, and Yury Mitin, as well as a contractor agreement with Wes Levitt. The agreements provide for a combination of base salary, bonuses, and long-term incentive compensation in the form of RSUs and options to purchase ordinary shares.
We expect to review executive compensation at least annually, with input from a compensation consultant as needed. As part of this review process, the Board and the Compensation Committee will consider our compensation values and philosophy, as well as the compensation levels necessary to ensure our executive compensation program remains competitive. They will also review whether we are meeting our retention objectives and the potential cost of replacing a key employee.
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Components of Executive Compensation
Annual Base Salary
Our members of senior management each receive a base salary to compensate them for services rendered to our company. The base salary payable to each member of senior management is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. Base salaries are reviewed annually, typically in connection with our annual performance review process, approved by our board of directors and the compensation committee, and may be adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance, and experience.
Annual Bonus
On July 27, 2025, the Board approved retention bonus payments of $25,000 to each then-current members of the Board and aggregate retention bonuses of $100,000 for members of our executive team and certain other employees in connection with the completion of the Company’s transition to its digital asset treasury strategy.
The Board did not approve any performance bonuses for Fiscal 2025 and Fiscal 2024.
Executive Equity Transaction Closing Bonus
The contractor agreements for executives Brittany Kaiser, Enzo Villani, and Yury Mitin each provided for bonuses consisting of $250,000 in cash and $250,000 worth of TON tokens, payable upon the Company raising at least $50 million in equity financing through private or public share offerings. This milestone was achieved on January 14, 2026, upon the closing of a $15 million registered direct share offering, which, together with prior equity financings, resulted in aggregate equity financing proceeds in excess of $50 million. During Fiscal 2026, the Company paid the cash portion of the bonus to each executive and accrued the TON token portion of each executive’s bonus.
Equity-Based Compensation
In Fiscal 2026, the Board of Directors authorized the grant of 1,930,396 options to purchase ordinary shares on March 11, 2026, with exercise prices ranging from $1.30 to $8.26 per share. The options have a ten-year term and provide for accelerated vesting upon a change of control of the Company. The options had weighted-average grant date fair value of $0.40 per share and vest as to one-quarter upon grant and the remainder in three equal installments on March 11, 2027, 2028, and 2029. The grants were made to certain directors, officers, and advisors. The options were issued as discretionary options outside the Company’s 2021 Equity Incentive Plan and were not part of any regularly established compensation arrangement. These options were awarded pursuant to contractor agreements and advisory agreements and were contingent upon the Company raising at least $50 million in equity financing through private or public share offerings, which milestone was achieved on January 14, 2026.
On March 11, 2026, the Board also authorized the grant of 1,235,924 RSUs, which vested immediately upon grant. The grants were made to certain directors, officers, and employees and were issued as discretionary awards outside the Company’s 2021 Equity Incentive Plan and not as part of any regularly established compensation arrangement. These options were awarded pursuant to contractor agreements and were contingent upon the Company raising at least $50 million in equity financing through private or public share offerings, which milestone was achieved on January 14, 2026.
On July 27, 2025, the Board authorized the grant of 97,739 fully vested options under the terms of the Company’s 2021 Equity Incentive Plan to directors and certain employees.
In Fiscal 2025, the Board authorized the grant of 160,000 options to purchase ordinary shares on March 7, 2025, with an exercise price of $4.45 per share. The options have a ten-year term and provide for accelerated vesting upon a change of control of the Company. The options had grant date fair value of $4.04 per share and vest as to one-quarter upon grant and the remainder in three equal installments on March 7, 2026, 2027, and 2028. The grants were made to certain directors, officers, and employees. The options were issued as discretionary options under the Company’s 2021 Equity Incentive Plan and were not part of any regularly established compensation arrangement.
In Fiscal 2024, the Compensation Committee did not approve any equity awards to our directors or members of senior management.
Executive Contractor Agreements
Brittany Kaiser: The Company entered into an independent contractor agreement with Own Your Data Technologies, LLC, an affiliate of Ms. Kaiser, setting forth the terms and conditions for Ms. Kaiser’s services to the Company as its Chief Executive Officer, effective August 4, 2025. The agreement is for a term of five years and automatically renews for successive one-year periods unless either party provides 180 days’ notice of non-renewal. Pursuant to the agreement, Ms. Kaiser is entitled an annual salary consisting of $500,000 in cash and $500,000 worth of TON tokens (totaling $1 million annually) for her services. The agreement also provides for an annual equity grant of ALP shares worth $1.5 million and an annual long-term incentive grant of ALP shares worth $2 million, in each case based on five-year company performance metrics. In addition, Ms. Kaiser is eligible for a discretionary performance bonus of up to $2 million in cash, $2 million in TON tokens, and $6 million in ALP shares, in each case subject to Board approval. Since the commencement of her engagement, the cash portion of Ms. Kaiser’s annual salary has been paid in accordance with the agreement, while the TON token portion of her salary has accrued but has not yet been paid. In the event that Ms. Kaiser is terminated without cause, she is entitled to compensation equal to two years of her annual base salary, two times her annual target bonus, and the pro-rated portion of her current year bonus.
Enzo Villani: The Company entered into an independent contractor agreement with Alpha Sigma Capital Advisors, LLC, an affiliate of Mr. Villani, setting forth the terms and conditions for Mr. Villani’s services to the Company as its Chief Investment Officer and Board Chairman, effective September 25, 2025. The agreement is for a term of five years and automatically renews for successive one-year periods unless either party provides 180 days’ notice of non-renewal. Pursuant to the agreement, Mr. Villani is entitled to an annual salary consisting of $300,000 in cash and $300,000 worth of TON tokens (totaling $600,000 annually) for his services. The agreement also provides for an annual equity grant of ALP shares worth $300,000 and an annual long-term incentive grant of ALP shares worth $1.2 million, in each case based on five-year company performance metrics. In addition, Mr. Villani is eligible for a discretionary performance bonus of up to $1.2 million in cash, $1.2 million in TON tokens, and $1.2 million in ALP shares, in each case subject to Board approval. Since the commencement of his engagement, the cash portion of Mr. Villani’s annual salary has been paid, while the TON token portion of his salary has accrued but has not yet been paid. In the event that Mr. Villani is terminated without cause, he is entitled to compensation equal to two years of his annual base salary, two times his annual target bonus, and the pro-rated portion of his current year bonus.
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Yury Mitin: The Company entered into an independent contractor agreement with Red Shark Ventures Inc., an affiliate of Mr. Mitin, setting forth the terms and conditions for Mr. Mitin’s services to the Company as its Chief Business Development Officer, effective September 25, 2025. The agreement is for a term of five years and automatically renews for successive one-year periods unless either party provides 180 days’ notice of non-renewal. Pursuant to the agreement, Mr. Mitin is entitled to an annual salary consisting of $300,000 in cash and $300,000 worth of TON tokens (totaling $600,000 annually) for his services. The agreement also provides for an annual equity grant of ALP shares worth $300,000 and an annual long-term incentive grant of ALP shares worth $1.2 million, in each case based on five-year company performance metrics. In addition, Mr. Mitin is eligible for a discretionary performance bonus of up to $1.2 million in cash, $1.2 million in TON tokens, and $1.2 million in ALP shares, in each case subject to Board approval. Since the commencement of his engagement, the cash portion of Mr. Mitin’s annual salary has been paid, while the TON token portion of his salary has accrued but has not yet been paid. In the event that Mr. Mitin is terminated without cause, he is entitled to compensation equal to two years of his annual base salary, two times his annual target bonus, and the pro-rated portion of his current year bonus.
Wes Levitt: The Company entered into an independent contractor agreement with Wes Levitt setting forth the terms and conditions for his services to the Company as its Chief Financial Officer, effective October 24, 2025. The agreement is for a term of five years and automatically renews for successive one-year periods unless either party provides 180 days’ notice of non-renewal. Pursuant to the agreement, Mr. Levitt is entitled to an annual salary of $250,000 in cash and $250,000 worth of TON tokens (totaling $500,000 annually) for his services. Mr. Levitt’s agreement also provides for an annual equity grant of ALP shares worth $250,000. In addition, Mr. Levitt is eligible for a discretionary performance bonus of up to $1 million in cash, $1 million in TON tokens, and $1 million in ALP shares, in each case subject to Board approval. Since the commencement of his engagement, the cash portion of Mr. Levitt’s annual salary has been paid, while the TON token portion of his salary has accrued but has not yet been paid. In the event that Mr. Levitt is terminated without cause, he is entitled to compensation equal to two years of his annual base salary, two times his annual target bonus, and the pro-rated portion of his current year bonus.
Liza Horowitz: The Company entered into an independent contractor agreement with Liza Horowitz setting forth the terms and conditions for her services to the Company as its Chief Operating Officer, effective June 1, 2026. The agreement is for a term of four years and automatically renews for successive one-year periods unless either party provides 90 days’ notice of non-renewal. Pursuant to the agreement, Ms. Horowitz is entitled to an annual salary of $250,000 in cash for her services. Ms. Horowitz’ agreement also provides for an annual equity grant of ALP shares worth $100,000. In addition, Ms. Horowitz is eligible for a discretionary performance bonus of up to $250,000. In the event that Ms. Horowitz is terminated without cause, she is entitled to compensation equal to 6 months of her annual base salary.
Alexander Pickett: PDS entered into a consultant agreement with Arctos Strategy, LLC setting forth the terms and conditions for Mr. Pickett’s services to the Company as its Interim Chief Executive Officer, effective December 15, 2024 through March 15, 2025. Since that time, Mr. Pickett and the Board have extended the term of the contract on a month-by-month basis. Pursuant to the agreement, the Company shall pay $1.00 per month for Mr. Pickett’s services. Mr. Pickett will not be eligible to participate in any Company retirement, pension, life, health, accident and disability insurance, or other employee benefit plans for the Company’s executive officers or employees other than the 2021 Equity Incentive Plan. Mr. Pickett resigned as Chief Executive Officer on August 2, 2025 and departed the Board of Directors on December 19, 2025.
Ian Walters: PDS entered into a Services Agreement with Dr. Walters effective December 15, 2021 (the “CEO Services Agreement”). The directors resolved not to renew the CEO Services Agreement and notification was duly provided to Dr. Walters on December 4, 2024. Dr. Walters served as our CEO through December 14, 2024.
Andrea Park: PDS entered into an employment agreement with our Chief Financial Officer Andrea Park, effective September 30, 2024 (the “Park Employment Agreement”). Pursuant to the Park Employment Agreement, Ms. Park’s annual base salary was set at $325,000. Under the Park Employment Agreement, Ms. Park is eligible to a $50,000 bonus upon consummation of a reverse merger transaction or similar transaction, if any. Ms. Park left the Company in October 2025.
The total executive and officer compensation earned which was paid or accrued by the Company as of March 31, 2026 amounted to $5.8 million.
Director Compensation
Non-Executive Director Compensation Policy
On March 6 2026, the Board replaced the “Non-Executive Director Compensation Policy” (the “Cancelled Policy”), which had been effective since March 7, 2025. In its place, the Board adopted and approved, effective as of March 6, 2026, the Non-Executive Director Compensation Policy, pursuant to which each non-executive director of the Company is entitled to an annual cash retainer of $75,000, to be paid in arrears, as well as an annual cash retainer of $10,000 for service as a member, or $20,000 for service as the Chair, of each of the Audit, Compensation or Nominating and Corporate Governance Committees. Upon election to the Board, each non-executive director will receive a grant of RSUs equal to $150,000 in value based on the Company’s closing share price on the grant date, and thereafter, on each anniversary of the director’s commencement of service, an annual RSU grant equal to $100,000 in value. The initial RSU award vests in equal quarterly installments over a four-year period from the grant date, subject to a one-year cliff and the director’s continued service through each applicable vesting date. Annual RSU awards likewise vest in equal quarterly installments over a four-year period, subject to the director’s continued service through each applicable vesting date.
On March 7, 2025, the Board replaced the “Non-Executive Director Compensation Policy” prior to the Cancelled Policy (the “Prior Policy”), which had been effective since January 1, 2022. Payments under the Prior Policy had been suspended since April 2024, with directors waiving their entitlement to such fees during that period. To replace the Prior Policy, the Board adopted and approved, effective as of March 7, 2025, the Cancelled Policy, pursuant to which each person serving as a director of the Company, regardless of executive employment status, was entitled to an annual cash retainer of $30,000, to be paid in arrears, upon confirmation by the Board that the Company has sufficient funds available for payment without adversely impacting the then-available, necessary working capital. In addition, the policy also provided for a cash fee in the amount of $25,000 to each person then serving as a director of the Company upon the consummation of a reverse merger transaction or similar transaction, if any.
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The Company incurred Board fees totaling $232,500, $180,000, and $273,250 during the years ended March 31, 2026, 2025, and 2024, respectively. Dr. Bailey, Mr. Mellon, Mr. Mintz and Ms. Kozick waived their Board fees for the three months ended March 31, 2024.
(C) BOARD PRACTICES
Audit Committee
As of March 31, 2026, our Audit Committee consisted of F. Dan Siciliano and Michael Terpin, who are both independent directors as determined by Nasdaq rules. Earlier in Fiscal 2026, our Audit Committee consisted of Steven Mintz, Justin Stebbing, and Jean-Christophe Renondin, each of whom resigned during Fiscal 2026. Mr. Siciliano serves as the Chair of the Audit Committee. The Board has determined that each member of our Audit Committee meets the financial literacy requirements of the Nasdaq listing standards and satisfies the independence requirements of Exchange Act Rule 10A-3 and applicable Nasdaq audit committee requirements, subject to any disclosed home-country exemptions. In addition, the Board has determined that Mr. Siciliano is an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K under the Exchange Act. Mr. Siciliano has more than 20 years of corporate, technology and governance experience, including services as CEO of a private market and startup equity exchange. He has served on the boards of numerous private and public corporations, including serving as Chairman of the Federal Home Loan Bank of San Francisco and was a professor at Stanford Law School and co-founder of Stanford’s Rock Center for Corporate Governance.
Our Audit Committee will, among other things:
| · | review our consolidated financial statements and our critical accounting policies and practices; |
| · | select a qualified firm to serve as the independent registered public accounting firm to audit our consolidated financial statements; |
| · | help to ensure the independence and performance of the independent registered public accounting firm; |
| · | discuss the scope and results of the audit with the independent registered public accounting firm and review, with management and the independent registered public accounting firm, our interim and year-end results of operations; |
| · | pre-approve all audit and all permissible non-audit services to be performed by the independent registered public accounting firm; |
| · | oversee the performance of our internal audit function when established; |
| · | review the adequacy of our internal controls; |
| · | develop procedures for employees to submit concerns anonymously about questionable accounting or audit matters; |
| · | review our policies on risk assessment and risk management; and |
| · | review related party transactions. |
Pre-Approval Policies and Procedures
In the event that we plan to retain the services of the external auditors to the Company for tax compliance, tax advice or tax planning, the CFO of the Company must consult with the Chairperson of the Audit Committee, who has the authority to approve or disapprove on behalf of the committee, those non-audit services. All other permissible non-audit services shall be approved or disapproved by the Audit Committee as a whole.
Our external auditors are prohibited from performing for the Company non-audit services of the following nature: (a) bookkeeping or other services related to the accounting records or consolidated financial statements; (b) financial information systems design and implementation; (c) appraisal or valuation services, fairness opinions or contribution in-kind reports; (d) actuarial services; (e) internal audit outsource services; (f) management functions; (g) human resources; (h) broker or dealer, investment adviser or investment banking services; (i) legal services; (j) expert services unrelated to the audit; and (k) any other service that the Canadian and the United States Public Company Accounting Oversight Board determines is impermissible.
The Audit Committee Charter relating to compensation matters sets forth the evaluation and review requirements for incentive and equity-based compensation plans for the executives based on their periodic performance evaluation.
Compensation Committee
As of March 31, 2026, our Compensation Committee consisted of F. Dan Siciliano and Michael Terpin. Mr. Terpin serves as Chair of the committee. Earlier in Fiscal 2026, our Compensation Committee consisted of Jim Mellon, Gregory Bailey, and Steven Mintz, each of whom resigned during Fiscal 2026. Each member of the Compensation Committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. The purpose of our Compensation Committee is to discharge the responsibilities of our board of directors relating to compensation of our executive officers. Our Compensation Committee will, among other things:
| · | review annually our compensation strategy, including base salary, incentive compensation and equity-based plans, including whether to adopt, amend and terminate compensation plans or arrangements; |
| · | review and approve, or recommend to the Board for review and approval, annually our corporate goals and objectives, including those applicable to the compensation of the CEO and to the extent applicable, other executive officers; |
| · | review, approve and determine, or make recommendations to our board of directors regarding, the compensation of our executive officers; |
| · | administer our stock and equity incentive plans; |
| · | review and approve, or make recommendations to our board of directors regarding, incentive compensation and equity plans; |
| · | evaluate the efficacy of our compensation policy and strategy in achieving gender and minority pay parity, positive social impact and attracting a diverse workforce; and |
| · | establish and review general policies relating to compensation and benefits of our employees. |
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Incentive Recovery Policy
Our Board has adopted a written policy to recover “excess” compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure. The compensation includes both cash-based and equity-based incentives. The compensation covered includes incentive awards awarded to any individuals (including former employees) who served as an executive officer during the three most recently completed fiscal years preceding the date on which the preparation of an accounting restatement is required, provided that the executive officers were awarded more incentive awards than they would have received if the financial statements had been prepared correctly. The recovery will include an executive incentive award even if the executive was not involved in preparing the financial statements or did not commit misconduct that led to the restatement. Restatements attributable to an inadvertent error also will subject executive officers to the recovery of previously received incentive awards.
Nominating Committee
As of March 31, 2026, our Nominating Committee consisted of F. Dan Siciliano and Michael Terpin, who are both independent directors as determined by Nasdaq rules. Mr. Siciliano serves as Chair of the committee. Earlier in Fiscal 2026, our Nominating Committee consisted of Jean-Christophe Renondin, Justin Stebbing, and Gregory Bailey, each of whom resigned during Fiscal 2026. During Fiscal 2025, our Nominating Committee consisted of Jean-Christophe Renondin, Justin Stebbing, and Gregory Bailey. Our Nominating Committee will, among other things:
• identify, evaluate and select, or make recommendations to our board of directors regarding, nominees for election to our board of directors and its committees;
• evaluate the performance of our board of directors and of individual directors;
• consider and make recommendations to our board of directors regarding the size and composition of our board of directors and its committees;
• review developments in corporate governance practices;
• oversee environmental, social and governance (ESG) matters;
• evaluate the adequacy of our corporate governance practices and reporting; and
• develop and make recommendations to our board of directors regarding corporate governance guidelines and matters.
Role of Board of Directors in Risk Oversight Process
Our board of directors has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from board committees and members of senior management to enable our board of directors to understand our risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, cybersecurity, strategic and reputational risk.
Code of Business Conduct
The Company has established a Code of Conduct applicable to our directors, officers and employees. The Code of Conduct is accessible on our website at www.alphacompute.ai. If we make any substantive amendments to the Code of Conduct or grant any waiver, including any implicit waiver, from a provision of the Code of Conduct to our officers, we will disclose the nature of such amendment or waiver on that website or in a report on Form 6-K.
Compensation Committee Interlocks and Insider Participation
All compensation and related matters are reviewed by our Compensation Committee. None of the members of our Compensation Committee is or has at any time during the past year been an officer or employee of ours. None of our executive officers currently serves or in the past year has served as a member of the board of directors or Compensation Committee of any entity that has one or more executive officers serving on our board of directors or on our Compensation Committee.
(D) EMPLOYEES
We had two full-time employees as of March 31, 2026, as compared to three employees as of March 31, 2025. The employees are located in the United States. The two employees oversee business operations and management of clinical development. We also use the services of consultants and contractors.
(E) SHARE OWNERSHIP
The following table sets forth information regarding the beneficial ownership of our ordinary shares as of July 15, 2026, by (i) each of our executive officers, (ii) each of our directors, (iii) all of our directors and executive officers as a group; and (iv) each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our ordinary shares. The table does not include holders of securities subject to a 4.99% or greater blocker provision.
Beneficial ownership is determined according to Rule 13d-3 of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, and includes shares underlying options, warrants and rights that are currently exercisable or exercisable within 60 days of July 15, 2026. In computing the number of shares beneficially owned by a person or entity and the percentage ownership of that person or entity in the table below, all shares subject to options or warrants held by such person or entity were deemed outstanding if such securities are currently exercisable, or exercisable within 60 days of July 15, 2026. These shares were not deemed outstanding, however, for the purpose of computing the percentage ownership of any other person or entity.
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Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all ordinary shares beneficially owned by them. To our knowledge, no ordinary shares beneficially owned by any executive officer, director or director nominee have been pledged as security.
| Ordinary Shares | ||||||||
| Beneficially Owned | ||||||||
| Directors and Executive Officers: | Number | Percentage | ||||||
| Brittany Kaiser | 370,777 | * | ||||||
| Enzo Villani | 760,962 | * | ||||||
| Liza Horowitz | - | * | ||||||
| Wes Levitt | - | * | ||||||
| Yury Mitin | 247,185 | * | ||||||
| Michael Terpin | - | * | ||||||
| F. Daniel Siciliano | - | * | ||||||
| All directors and executive officers as a group (7 individuals) | 1,378,924 | 1.89 | % | |||||
| 5% Shareholders: | ||||||||
| Not applicable | N/A | * | ||||||
*Less than 1%
All shares held by the above persons carry the same rights as the other holders of the ordinary shares of the Company.
(F) DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION.
None.
ITEM 7 – MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
| (A) | MAJOR SHAREHOLDERS |
See “Item 6. Directors, Senior Management and Employees—E. Share Ownership.”
| (B) | RELATED PARTY TRANSACTIONS |
We have entered into related party transactions and certain services agreements with our investees. Key management personnel of ours have also entered into related party transactions with investees. Key management personnel are those persons having the authority and responsibility for planning, directing and controlling the activities of us, including directors and senior management of ours.
The following subsidiaries and associates are considered related parties:
| (a) | SalvaRx, a wholly owned subsidiary, incorporated on May 6, 2015 in the British Virgin Islands; |
| (b) | iOx. Upon execution of the iOx Share Exchange on July 18, 2022, the non-Alpha Compute director resigned from the iOx board leaving two Alpha Compute insiders as directors. The management team of Alpha Compute comprises the management team of iOx. |
| (c) | Saugatuck. Saugatuck is 70% owned by the Company and is controlled by Alpha Compute. |
| (d) | Portage Development Services Inc. PDS provides human resources and other services to each operating subsidiary of Alpha Compute through shared services agreements. |
| (e) | SalvaRx LLC, a wholly owned subsidiary through SalvaRx incorporated in Delaware; |
| (f) | Saugatuck Rx LLC, a wholly owned subsidiary of Saugatuck incorporated in Delaware; and |
| (g) | Tarus Therapeutics, LLC (“Tarus”), a wholly owned subsidiary of Alpha Compute incorporated in Delaware. |
Transactions between the parent company and its subsidiaries, which are related parties, have been eliminated in consolidation and are not disclosed in this section.
The following are related party balances and transactions other than those disclosed elsewhere in the consolidated financial statements:
Board Resignations and Appointments
On April 25, 2024, Mark Simon resigned all of his positions on the Board of Directors, and on April 26, 2024, Linda Kozick and Dr. Robert Glassman resigned all of their positions on the Board of Directors. On April 30, 2024, Dr. Jean -Christophe Renondin and Dr. Justin Stebbing were elected to the Board. On August 3, 2025, Justin Stebbing, and Jean-Christophe Renondin resigned from the Board of Directors and Brittany Kaiser was appointed to the Board. On September 25, 2025, Gregory Bailey and James Mellon resigned from the Board of Directors and Michael Terpin and Enzo Villani were appointed to the Board. On December 19, 2025, Alexander Pickett resigned from the board of directors of the Company. On February 6, 2026 Steven Mintz resigned from the board of directors and was replaced with F. Dan Siciliano.
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Advisory Agreement
On August 20, 2025, the Company entered into an independent contractor agreement with Ralph Matthew McKibbin (the “McKibbin Agreement”), pursuant to which Mr. McKibbin will provide development advisory services to the Company. Mr. McKibbin is entitled to an equity grant in options at a strike price equal to the fair market value on the date of the grant of 0.25% of the issued and outstanding ordinary shares of the Company after giving effect to the number of issued and outstanding ordinary shares of the Company as of immediately after the Closing. 50% of the options will vest immediately and the remaining 50% shall vest in equal installments over a 12-month period. Due to the relationship between Ms. Kaiser and Mr. McKibbin, the McKibbin Agreement is a related party transaction for Ms. Kaiser.
Relationship with DecentraNet
DecentraNet is an early-stage venture investment fund and advisory firm. They invest at the earliest stages (F&F, Pre-Seed, and Seed), and have advisory clients ranging from startups to multi-billion dollar public companies. In Fiscal 2026 the Company paid DecentraNet a total of $55,000 for advisory and fundraising services. Mr. McKibbin is the founder of DecentraNet and a related party to the Company.
Retention Agreements and General Releases
On July 22, 2024, the Company and Portage Development Services, Inc. entered into a Retention Agreement and General Release (“Retention Agreement”) with each of Allan Shaw, the Company’s former Chief Financial Officer (“Employee”) and Joseph Ciavarella, the Company’s former controller (“Consultant”). Under the terms of each of the Retention Agreements, Employee’s current employment agreement and Consultant’s current consulting agreement both terminated on July 22, 2024, except with respect to certain provisions. In return for continuing to provide services to the Company and its affiliates and completing certain tasks as described in the respective Retention Agreements, the Company paid an aggregate $0.2 million (the “Retention Amount”) to Employee and Consultant, in addition to their monthly pay through September 30, 2024.
The Company accrued the Retention Amount, as well as the monthly pay totaling $0.2 million through September 30, 2024, in the consolidated financial statements for the three months ended June 30, 2024, as the material terms of the Retention Agreements were known and agreed upon at June 30, 2024. In accordance with the terms of the Retention Agreements, the Company paid in full the Retention Amount and issued 14,348 ordinary shares to the Employee and Consultant in lieu of cash bonuses accrued in Fiscal 2023 totaling $0.1 million by September 30, 2024, the date on which the Employee’s employment and the Consultant’s consulting relationship with the Company and its affiliates ended.
Relationship with Compedica
As discussed in Note 10, the Company acquired an equity interest in Compedica, a U.K.-based biotechnology company specializing in medical devices for support with complications from diabetes. The investment was made in a share-for-share transaction whereby Compedica obtained a corresponding 27.4% interest in the Company, which was subsequently diluted in connection with the private financing in September 2025. As of September 30, 2025, Compedica owned 11.9% of the Company’s ordinary shares issued and outstanding. At the time of the Compedica investment, Jim Mellon was a director of both Compedica and the Company and a greater than 5% owner of the Company.
On February 6, 2026, the Company and Compedica agreed to exchange their ownership interests in the counterparty with each other, with the 625,000 shares in the Company held by Compedica being returned to the Company’s treasury and the investment being exited. The shares were returned to the Company treasury stock on May 21, 2026. As of March 31, 2026, the Company no longer has any affiliation with Compedica, its employees, or directors, excepting the 625,000 Company shares to be returned, which was completed on May 21, 2026.
Asset Management Agreement
At the closing of the Company’s financing on September 25, 2025, the Company entered into an Asset Management Agreement (the “Asset Management Agreement”) with Alpha Sigma Capital, LLC (the “Asset Manager”). Pursuant to the Asset Management Agreement, the Asset Manager shall provide discretionary investment management services with respect to, among other assets (including without limitation certain subsequently raised funds), certain of the Company’s net proceeds from the Offering (the “Account Assets”) in accordance with the terms of the Asset Management Agreement.
Under the Asset Management Agreement, the Company shall pay the Asset Manager an asset-based fee equal to 1.0% per annum of the Account Assets. The Account Assets managed under the agreement are held in the name of the Company and remain under Company control. The agreement term is one year, after which it renews automatically and can be terminated by the Company with 90 days’ notice, provided that the Company has decided to end the TON digital asset treasury strategy. The total amount paid under this agreement in FY 2026 was $80,918.
The Asset Manager is mandated to invest the Account Assets principally with a long-only strategy primarily in TON, including staking (and restaking) TON to improve returns. The Asset Manager is not permitted to invest in any OTC derivatives, futures contracts, or option contracts that would require the Asset Manager to register as a commodity pool operator or commodity trading advisor.
Mr. Enzo Villani, Chief Investment Officer of the Company, is the Chief Executive Officer and Chief Investment Officer of the Asset Manager. Alpha Sigma Capital was also an investor in the Company’s September 2025 financing.
Relationship with Content Syndicate
Content Syndicate (dba Blockchain Wire) is a press release distribution service focused on news from blockchain and crypto companies and projects. Their global reach includes distribution to broadcast and online media outlets, social media sites, trade publications, leading blogs, industry executives, influencers and investors. They offer multiple distribution options, ease-of-use, broad partnership integrations and a dedicated client services team. In Fiscal 2026 we paid Content Syndicate a total of $167,462.50 for distribution and placement of press releases and media buys. Content Syndicate is a related party by virtue of being owned by Enzo Villani and Michael Terpin.
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Employment Agreements
For a description of compensation arrangements and employment agreements between the Company and its members of senior management as well as director compensation arrangements, see Part I Item 6 (B) “Compensation” of this Annual Report.
| (C) | INTERESTS OF EXPERTS AND COUNSEL |
Not applicable.
ITEM 8 – FINANCIAL INFORMATION
| (A) | CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION |
Financial Statements
Information regarding our consolidated financial statements is contained under Item 18 of this Annual Report.
Dividend Policy
Since its incorporation, the Company has not declared or paid, and has no present intention to declare or to pay in the foreseeable future, any cash dividends with respect to its ordinary shares. Earnings will be retained to finance further growth and development of the business of the Company. However, if the Board of Directors declares dividends; all the ordinary shares will participate equally in the dividends, and, in the event of liquidation, in the net assets, of the Company.
In January 2018, the Company declared and distributed its then holdings of common shares of Biohaven Pharmaceuticals Holding Company Ltd. as share dividend. Whether or not the Board of Directors will determine to do any other distributions of property of the Company in the future is in their sole discretion and will depend on their determination at the future time.
All shares held by the above persons carry the same rights as the other holders of the ordinary shares of the Company.
| (B) | SIGNIFICANT CHANGES |
On March 19, 2026, the Company entered into a sale and purchase agreement (the “SPA”) with Animoca Brands Limited (“Animoca Brands”) to acquire a 60% controlling equity interest in Ga Mee Global Limited (“GaMee Global”), a company incorporated in Hong Kong and wholly owned subsidiary of Animoca Brands, and certain digital tokens (the “GaMee Transaction”). GAMEE is a gaming and entertainment platform within Telegram's ecosystem and provides the Company with additional distribution and customer acquisition opportunities within the decentralized AI space. Animoca Brands, prior to closing, will conduct a reorganization to transfer 100% of the equity of Gamee Limited, a company incorporated in the United Kingdom (the “UK Company”) to GaMee Global. The UK Company owns the entire equity in Gamee Mobile s.r.o., a company incorporated under the laws of the Czech Republic (the “Czech Company” and together with GaMee Global and the UK Company, “GaMee”). Under the terms of the SPA, at the closing of the GaMee Transaction (“Completion”), the Company has agreed to pay total upfront consideration of $3.5 million (the “Completion Consideration”), comprised of: (i) $1.5 million in cash, and (ii) $2.0 million in equity consideration in the Company, valued at $1.00 per share. The equity portion of the Completion Consideration under subparagraph (ii) is structured as a combination of ordinary shares of the Company (“Ordinary Shares”) and pre-funded warrants exercisable for Ordinary Shares (“Pre-Funded Warrants”). Specifically, at Completion, Animoca Brands will receive: (i) 99,800 Ordinary Shares, and (ii) Pre-Funded Warrants exercisable for 1,900,200 Ordinary Shares, representing the balance of the equity portion of the Completion Consideration. The GaMee Transaction closed on May 27, 2026.
ITEM 9 – THE OFFER AND LISTING
| (A) | OFFER AND LISTING DETAILS |
Our ordinary shares have been listed for trading on Nasdaq on the Nasdaq Capital Market under the symbol “ALP” since April 21, 2026. Previously, our ordinary shares were listed for trading on Nasdaq on the Nasdaq Capital Market under the symbol “PRTG” through August 10, 2025 and under the symbol “ATON” through April 20, 2026.
The following table outlines the annual high and low market prices for an ordinary share for the five most recent fiscal years. Except as noted, otherwise, data presented is adjusted for the 1-for-20 reverse share split completed on August 15, 2024.
| High | Low | |||||||
| Nasdaq | Nasdaq | |||||||
| Year ended March 31, | US$ | US$ | ||||||
| 2026 | 11.85 | 0.30 | ||||||
| 2025 | 11.06 | 2.15 | ||||||
| 2024 | 77.40 | 8.13 | ||||||
| 2023 | 239.00 | 52.00 | ||||||
| 2022 | 856.20 | 131.40 | ||||||
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The following table outlines the high and low market prices for an ordinary share for each fiscal financial quarter for the two most recent fiscal periods and subsequent periods:
| High | Low | |||||||
| Nasdaq | Nasdaq | |||||||
| Quarter ended: | US$ | US$ | ||||||
| 31-Mar-26 | 1.30 | 0.30 | ||||||
| 31-Dec-25 | 10.91 | 0.58 | ||||||
| 30-Sep-25 | 9.97 | 5.09 | ||||||
| 30-Jun-25 | 11.85 | 4.90 | ||||||
| 31-Mar-25 | 9.60 | 3.96 | ||||||
| 31-Dec-24 | 9.04 | 3.00 | ||||||
| 30-Sep-24 | 10.21 | 2.15 | ||||||
| 30-Jun-24 | 11.06 | 4.24 | ||||||
| 31-Mar-24 | 37.80 | 8.13 | ||||||
The following table outlines the high and low market prices for each of the most recent six months:
| High | Low | |||||||
| Nasdaq | Nasdaq | |||||||
| Month | US$ | US$ | ||||||
| June 2026 | 0.37 | 0.24 | ||||||
| May 2026 | 0.45 | 0.24 | ||||||
| April 2026 | 0.34 | 0.18 | ||||||
| March 2026 | 0.42 | 0.30 | ||||||
| February 2026 | 0.64 | 0.40 | ||||||
| January 2026 | 1.30 | 0.60 | ||||||
| (B) | PLAN OF DISTRIBUTION |
Not applicable.
| (C) | MARKETS |
The Company's ordinary shares currently trade in one place. Our ordinary shares have been listed for trading on Nasdaq on the Nasdaq Capital Market under the symbol “ALP” since April 14, 2026. Previously, our ordinary shares were listed for trading on Nasdaq on the Nasdaq Capital Market under the symbol “PRTG” through August 10, 2025 and under the symbol “ATON” through April 13, 2026. Before April 23, 2021, the Company’s ordinary shares were traded in two places.
| 1. | Since February 25, 2021, the ordinary shares of the Company began trading on Nasdaq under the trading symbol “PRTG”. Before then, the ordinary shares had been traded in the OTC market since 2000 under the trading symbol "PTGEF”. |
| 2. | Effective October 28, 2013, the Company's ordinary shares were also listed for trading in United States dollars on the Canadian Securities Exchange (formerly, Canadian National Stock Exchange) under the symbol "PBT.U". The Company voluntarily delisted its ordinary shares from the CSE at the market close on April 23, 2021, since the Company’s shares were trading on Nasdaq from February 2021. |
| (D) | SELLING SHAREHOLDERS |
Not applicable.
| (E) | DILUTION |
Not applicable.
| (F) | EXPENSES OF THE ISSUE |
Not applicable.
ITEM 10 – ADDITIONAL INFORMATION
| (A) | SHARE CAPITAL |
This Form 20-F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section.
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| (B) | MEMORANDUM AND ARTICLES OF ASSOCIATION |
General
We amended our Memorandum of Association and Articles of Association (“M&A”) on September 20, 2022 and filed an updated version thereof with the Registrar of Companies in the British Virgin Islands on September 20, 2022. Subsequently, we amended our M&A on August 11, 2025 to reflect the Company’s name change to AlphaTON Capital Corp, and on April 14, 2026 to reflect the Company’s name change to Alpha Compute Corp.
Pursuant to our M&A, we are authorized to issue an unlimited number of ordinary shares of no-par value.
The following are summaries of material terms and provisions of our M&A and the BVI Act, insofar as they relate to the material terms applicable to our ordinary shares. Unless otherwise stated, the following summaries are of the terms of our shares as of the date of this Annual Report. This summary is not intended to be complete, and you should read the form of our Memorandum and Articles of Association, which has been filed as an exhibit to this report.
Meetings of shareholders
If our shareholders want us to hold a meeting of shareholders of the company, they may requisition the directors to hold one upon the written request of shareholders entitled to exercise at least 10% of the voting rights in respect of the matter for which the meeting is requested. Under British Virgin Islands law, this 10% threshold may only be increased to a maximum of 30% and any such increase would require an amendment to the M&A.
The directors may decide whether a meeting of the shareholders will be held as a Physical Meeting, a Virtual Meeting or a Hybrid Meeting as those terms are defined in the M&A.
Subject to our M&A, a meeting of shareholders of the company will be called by not less than ten days' written notice and no more than 60 days’ notice. Notice of every meeting of shareholders may be delivered electronically and will be given to all of our shareholders. However, the inadvertent failure of the convener or conveners of a meeting of shareholders to give notice of the meeting to a shareholder, or the fact that a shareholder has not received the notice, does not invalidate the meeting.
A meeting of shareholders is duly constituted if, at the commencement of the meeting, there are present in person or by proxy two or more shareholders entitled to vote at the meeting.
Rights attaching to shares
Voting rights
Holders of our ordinary shares have identical rights, including dividend and liquidation rights, provided that, except as otherwise expressly provided in our M&A or required by applicable law, on any matter that is submitted to a vote of our shareholders, holders of our ordinary shares are entitled to one vote per ordinary share.
Under the BVI Act, the ordinary shares are deemed to be issued when the name of the shareholder is entered in our register of members. Our register of members is maintained by our transfer agent, TSX Trust Company, which enters the names of our shareholders in our register of members. If (a) information that is required to be entered in the register of shareholders is omitted from the register or is inaccurately entered in the register, or (b) there is unreasonable delay in entering information in the register, a shareholder of the company, or any person who is aggrieved by the omission, inaccuracy or delay, may apply to the British Virgin Islands courts for an order that the register be rectified, and the court may either refuse the application or order the rectification of the register, and may direct us to pay all costs of the application and any damages the applicant may have sustained.
Subject to any rights or restrictions attached to any shares, at any general meeting on a show of hands every shareholder of record who is present in person (or, in the case of a shareholder being a corporation, by its duly authorized representative) or by proxy shall have one vote and on a poll every shareholder present in person (or, in the case of a shareholder being a corporation, by its duly appointed representative) or by proxy shall have one vote for each share which such shareholder is the holder. Voting at any meeting of the shareholders is by show of hands unless a poll is demanded. A poll may be demanded by shareholders present in person or by proxy if the shareholder disputes the outcome of the vote on a proposed resolution and the chairman shall cause a poll to be taken. In the case of a tie vote at a meeting of shareholders, the chairman shall be entitled to a second or casting vote.
No shareholder shall be entitled to vote or be reckoned in a quorum, in respect of any share, unless such shareholder is registered as our shareholder at the applicable record date for that meeting. Shareholders of record may also pass written resolutions without a meeting by a majority vote.
Protection of minority shareholders
Under the laws of the British Virgin Islands, there is little statutory law for the protection of minority shareholders other than the provisions of the BVI Act dealing with shareholder remedies. The principal protection under statutory law is that shareholders may bring an action to enforce the BVI Act or the constituent documents of the Company, our M&A. Shareholders are entitled to have our affairs conducted in accordance with the BVI Act and the M&A.
There are common law rights for the protection of shareholders that may be invoked, largely dependent on English company law, since the common law of the British Virgin Islands is limited. Under the general rule pursuant to English company law known as the rule in Foss v. Harbottle, a court will generally refuse to interfere with the management of a company at the insistence of a minority of its shareholders who express dissatisfaction with the conduct of the company's affairs by the majority or the board of directors. However, every shareholder is entitled to have the affairs of the company conducted properly according to British Virgin Islands law and the constituent documents of the company. As such, if those who control the company have persistently disregarded the requirements of the BVI Act or the provisions of the company's M&A, then the courts may grant relief. Generally, the areas in which the courts will intervene are the following: (1) an act complained of which is outside the scope of the authorized business or is illegal or not capable of ratification by the majority; (2) acts that constitute fraud on the minority where the wrongdoers control the company; (3) acts that infringe or are about to infringe on the personal rights of the shareholders, such as the right to vote; and (4) where the company has not complied with provisions requiring approval of a special or extraordinary majority of shareholders, which are more limited than the rights afforded minority shareholders under the laws of many states in the U.S.
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Pre-emption rights
British Virgin Islands law does not make a distinction between public and private companies and some of the protections and safeguards (such as statutory pre-emption rights) that investors may expect to find in relation to a public company are not provided for under British Virgin Islands law, save to the extent they are expressly provided for in the M&A. There are no pre-emption rights applicable to the issuance of new shares by us under either British Virgin Islands law generally or our M&A more specifically.
Modification of rights
As permitted by British Virgin Islands law, and our M&A, we may vary the rights attached to our ordinary shares.
Transfer of shares
Subject to any applicable restrictions set forth in our M&A, any of our shareholders may transfer all or any of his or her shares by a written instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange or by means of a Relevant System (as defined in our M&A) or in any other form which our directors may approve. Shares may be held electronically and transferred electronically.
Changes in authorized ordinary shares
By resolution of our directors, we may (i) consolidate and divide all or any of our unissued authorized shares into shares of larger amount than our existing shares; (ii) sub-divide our existing ordinary shares, or any of them into shares of smaller amount than is fixed by our memorandum of association, subject nevertheless to the provisions of the BVI Act; or (iii) create new classes of shares with preferences to be determined by the board of directors at the time of authorization.
Dividends
Subject to the BVI Act and our M&A, our directors may, by resolution, authorize a distribution to shareholders at such time and of such an amount as they think fit, if they are satisfied, on reasonable grounds, that, immediately after the distribution, we will satisfy the 'solvency test'. A company will satisfy the solvency test if (i) the value of the company's assets exceeds its liabilities; and (ii) the company is able to pay its debts as they fall due. Where a distribution is made to a shareholder at a time when the company did not, immediately after the distribution, satisfy the solvency test, it may be recovered by the company from the shareholder unless (i) the shareholder received the distribution in good faith and without knowledge of the company's failure to satisfy the solvency test; (ii) the shareholder has altered his position in reliance on the validity of the distribution; and (iii) it would be unfair to require repayment in full or at all.
Share repurchases
As permitted by the BVI Act and our M&A, shares may be repurchased, redeemed or otherwise acquired by us provided that, immediately following the repurchase or redemption, we are satisfied we will pass the aforementioned solvency test.
We will require member consent before any share can be purchased, redeemed or otherwise acquired by us, save where such redemption is pursuant to certain statutory provisions, such as pursuant to section 179 of the BVI Act (redemption of minority shares) which allows for the holders of 90% or more of the votes to instruct the company to redeem the shares of the company held by the remaining shareholders.
Liquidation rights
As permitted by British Virgin Islands law and our M&A, a voluntary liquidator may be appointed under Part XII of the BVI Act if we satisfy the solvency test (as aforementioned save that it is satisfied if assets equal or exceed liabilities).
Board of directors
We are managed by a board of directors, which consisted of four directors at March 31, 2026. Our M&A provide that the board of directors may be established by the board of directors up to a maximum of 15 members.
Our shareholders may, pursuant to our M&A, by resolution of shareholders passed at a meeting of shareholders called for the purpose of removing the director or for purposes including the removal of the director or by a written resolution of shareholders at any time remove any director before the expiration of his or her period of office with or without cause, and may, pursuant to our M&A, elect another person in his or her stead. Subject to our M&A, the directors will have power at any time and from time to time to appoint any person to be a director, either as an addition to the existing directors or to fill a vacancy as long as the total number of directors does not at any time exceed the maximum number fixed by or in accordance with our M&A (if any).
The registration of transfers may be suspended at such times and for such periods as the directors may from time to time determine.
Our M&A do not provide for alternate directors.
There are no share ownership qualifications for directors, unless otherwise decided by a resolution of shareholders. Meetings of our board of directors may be convened at any time deemed necessary by any of our directors.
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Unless the quorum has been otherwise fixed by the board, a meeting of our board of directors will be competent to make lawful and binding decisions if a majority of the directors are present or represented. At any meeting of our directors, each director, whether by his or her presence or by his or her alternate, is entitled to one vote.
Questions arising at a meeting of our board of directors are required to be decided by simple majority votes of the directors' present or represented at the meeting. In the case of a tie vote, the chairman of the meeting shall not have a second or deciding vote. Our board of directors may also pass written resolutions without a meeting by a majority vote.
The remuneration to be paid to the directors shall be such remuneration as the directors or shareholders shall determine through a resolution.
Issuance of additional ordinary shares
Our M&A authorize our board of directors to issue additional ordinary shares from time to time as our board of directors shall determine, to the extent of available authorized but unissued shares.
Our M&A authorize our board of directors from time to time to issue ordinary shares to the extent permitted by the BVI Act.
Changes in authorized shares
We are authorized to issue unlimited number of ordinary shares without par value, which will be subject to the same provisions with reference to the payment of calls, liens, transfers, transmissions, forfeitures and otherwise as the shares in issue. We may by resolution:
• consolidate and divide all or any of our unissued authorized shares into shares of a larger amount than our existing shares;
• sub-divide our existing ordinary shares, or any of them into shares of smaller amount than is fixed by our memorandum of association, subject nevertheless to the provisions of the BVI Act; or
• create new classes of shares with preferences to be determined by the board of directors at the time of authorization.
Inspection of books and records
Under British Virgin Islands law holders of our ordinary shares will be entitled, on giving written notice to us, to inspect and make copies or take extracts of our: (a) M&A; (b) register of shareholders; (c) register of directors; and (d) minutes of meetings and resolutions of shareholders and those classes of shareholders of which he is a shareholder.
Subject to our M&A, our board of directors may, if they are satisfied that it would be contrary to our interest to allow a shareholder to inspect any document, or part of a document as referenced above, refuse to permit the shareholder to inspect the document or limit the inspection of the document, including limiting the making of copies or the taking of extracts from the records. Where our directors exercise their powers in these circumstances, they shall notify the shareholder as soon as reasonably practicable.
Conflicts of interest
Pursuant to the BVI Act and the Company's M&A, a director of the Company who has an interest in a transaction and who has declared such interest to the other directors, may:
• vote on a matter relating to the transaction;
• attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and
• sign a document on behalf of the company or do any other thing in his capacity as a director, which relates to the transaction.
Anti-money laundering laws
In order to comply with legislation or regulations aimed at the prevention of money laundering we are required to adopt and maintain anti-money laundering procedures and may require subscribers to provide evidence to verify their identity. Where permitted, and subject to certain conditions, we may also delegate the maintenance of our anti-money laundering procedures (including the acquisition of due diligence information) to a suitable person.
We reserve the right to request such information as is necessary to verify the identity of a subscriber for our ordinary shares. In the event of delay or failure on the part of the subscriber in producing any information required for verification purposes, we may refuse to accept the application, in which case any funds received will be returned without interest to the account from which they were originally debited.
If any person resident in the British Virgin Islands knows or suspects that another person is engaged in money laundering or terrorist financing and the information for that knowledge or suspicion came to their attention in the course of their business, the person will be required to report his belief or suspicion to the Financial Investigation Agency of the British Virgin Islands, pursuant to the Proceeds of Criminal Conduct Act (Revised Edition 2020, as amended). Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.
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Duties of directors
British Virgin Islands law provides that every director of the company in exercising his powers or performing his duties shall act honestly and in good faith and in what the director believes to be in the best interests of the company. Additionally, the director shall exercise the care, diligence, and skill that a reasonable director would exercise in the same circumstances taking into account the nature of the company, the nature of the decision and the position of the director and his responsibilities. In addition, British Virgin Islands law provides that a director shall exercise his powers as a director for a proper purpose and shall not act, or agree to the company acting, in a manner that contravenes British Virgin Islands law or the memorandum and articles of association of the company.
Anti-takeover provisions
The BVI Act does not prevent companies from adopting a wide range of defensive measures, such as staggered boards, blank check preferred shares, removal of directors only for cause and provisions that restrict the rights of shareholders to call meetings and submit shareholder proposals.
Voting rights and quorum requirements
Under British Virgin Islands law, the voting rights of shareholders are regulated by the company's memorandum and articles of association and, in certain circumstances, the BVI Act. The memorandum and articles of association will govern matters such as quorum for the transaction of business, rights of shares, and majority votes required to approve any action or resolution at a meeting of the shareholders or board of directors. Unless the articles of association otherwise provide, the requisite majority is usually a simple majority of votes cast. Under the M&A, a resolution of shareholders requires a majority vote of those persons voting at a meeting or in the case of a written resolution of shareholders, the vote of a majority of the shareholders.
Mergers and similar arrangements
Under the BVI Act, two or more companies may merge or consolidate in accordance with the statutory provisions. A merger means the merging of two or more constituent companies into one of the constituent companies, and a consolidation means the uniting of two or more constituent companies into a new company. In order to merge or consolidate, the directors of each constituent company must approve a written plan of merger or consolidation which must be authorized by a resolution approved, at a duly convened and constituted meeting of the shareholders of the Company, by the affirmative vote of a majority of those persons voting at a meeting or in the case of a written resolution of shareholders, the vote of a majority of the shareholders.
Shareholders not otherwise entitled to vote on the merger or consolidation may still acquire the right to vote if the plan or merger or consolidation contains any provision which, if proposed as an amendment to the memorandum of association and articles of association, would entitle them to vote as a class or series on the proposed amendment. In any event, all shareholders must be given a copy of the plan of merger or consolidation irrespective of whether they are entitled to vote at the meeting or consent to the written resolution to approve the plan of merger or consolidation.
Shareholder suits
We are not aware of any reported class action or derivative action having been brought against the company in a British Virgin Islands court.
Under the BVI Act, if a company or a director of a company engages in, or proposes to engage in, conduct that contravenes the BVI Act or the memorandum of association or articles of the company, the BVI Court may, on the application of a shareholder or a director of the company, make an order directing the company or director to comply with, or restraining the company or director from engaging in that conduct.
In addition, under the BVI Act, the BVI Court may, on the application of a shareholder of a company, grant leave to that shareholder to bring proceedings in the name and on behalf of that company or to intervene in proceedings to which the company is a party for the purpose of continuing, defending or discontinuing the proceedings on behalf of the company. In determining whether to grant leave for such derivative actions, the Court must take into account certain matters, including whether the shareholder is acting in good faith, whether the derivative action is in the interests of the company taking account of the views of the company's directors on commercial matters and whether an alternative remedy to the derivative claim is available.
A shareholder of a company may bring an action against the company for breach of a duty owed by the company to him as a shareholder. The BVI Act also includes provisions for actions based on oppression, and for representative actions where the interests of the claimant are substantially the same as those of other shareholders.
Corporate governance
Subject to the provisions of our M&A, British Virgin Islands laws do not restrict transactions between a company and its directors, requiring only that directors exercise a duty to act honestly, in good faith and in what the directors believe to be in the best interests to the companies for which they serve.
Indemnification
British Virgin Islands law does not limit the extent to which a company's memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the British Virgin Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our M&A provide for the indemnification of our directors against all losses or liabilities incurred or sustained by a director as a director of our company in defending any proceedings, whether civil or criminal and this indemnity only applies if he or she acted honestly and in good faith with a view to our best interests and, with respect to any criminal action, he or she must have had no reasonable cause to believe his or her conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted for directors, officers or persons controlling us under the foregoing provisions, we have been advised that, in the opinion of the U.S. SEC, such indemnification is against public policy as expressed in the Securities Act and therefore is unenforceable.
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Staggered board of directors
The BVI Act does not contain statutory provisions that require staggered board arrangements for a British Virgin Islands company and our M&A do not provide for a staggered board.
| (C) | MATERIAL CONTRACTS |
We had no material contracts, other than contracts entered into in the ordinary course of business, to which we or any of our subsidiaries is a party, for the two fiscal years immediately preceding the filing of this report that are not otherwise disclosed in this Annual Report (including the Exhibits).
| (D) | EXCHANGE CONTROLS |
There is no income or other tax of the British Virgin Islands imposed by withholding or otherwise on any payment to be made by us.
We are free to acquire, hold and sell foreign currency and securities without restriction. There is no exchange control legislation under British Virgin Islands law and accordingly there are no exchange control regulations imposed under British Virgin Islands law that would prevent us from paying dividends to shareholders in United States dollars or any other currencies, and all such dividends may be freely transferred out of the British Virgin Islands, clear of any income or other tax of the British Virgin Islands imposed by withholding or otherwise without the necessity of obtaining any consent of any government or authority of the British Virgin Islands.
| (E) | TAXATION |
British Virgin Islands Tax Consequences
Under the law of the British Virgin Islands as currently in effect, a holder of our ordinary shares who is not a resident of the British Virgin Islands is not liable for British Virgin Islands income tax on dividends paid with respect to our ordinary shares, and all holders of our ordinary shares are not liable to the British Virgin Islands for income tax on gains realized on the sale or disposal of securities. The British Virgin Islands does not impose a withholding tax on dividends paid by a company incorporated or continued under the BVI Act.
There are no capital gains, gift or inheritance taxes levied by the British Virgin Islands on companies incorporated under the BVI Act. In addition, securities of companies incorporated under the BVI Act are not subject to transfer taxes, stamp duties (unless such companies hold land in the BVI) or similar charges.
There is no income tax treaty or convention currently in effect between (i) the United States and the British Virgin Islands or (ii) Canada and the British Virgin Islands, although a Tax Information Exchange Agreement is in force between the United States and the BVI and Canada and the BVI.
The BVI Economic Substance (Companies and Limited Partnership) Act (Revised Edition 2020) (the “ESA”)
The above legislation aimed at addressing concerns raised by the Council of the European Union as to offshore structures engaged in certain activities, which attract profits without real economic activity provides (among other things) that BVI companies that carry out certain defined activities, need to take steps to establish substance in the British Virgin Islands. We have filed all our economic substance declarations when due in accordance with the requirements of the legislation. We are not currently subject to any requirements to establish economic substance in the BVI and given the nature of our business and assets at the current time the ESA has little material impact on us and our operations. However, the legislation is still in its early stages and therefore remains subject to further clarification and interpretation.
U.S. Federal Income Tax Consequences
The discussion below is for general information only and is not, and should not be interpreted to be, tax advice to any holder of our ordinary shares. Each holder or a prospective holder of our ordinary shares is urged to consult his, her or its own tax advisor.
General
This section is a general summary of the material United States federal income tax consequences of the ownership and disposition of our ordinary shares. This summary is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the applicable Treasury regulations promulgated and proposed thereunder, judicial decisions and current administrative rulings and practice, all of which are subject to change, possibly on a retroactive basis. The summary applies to you only if you hold our ordinary shares as a capital asset within the meaning of Section 1221 of the Code. The United States Internal Revenue Service (the “IRS”) may challenge the tax consequences described below, and we have not requested, nor will we request, a ruling from the IRS or an opinion of counsel with respect to the United States federal income tax consequences of ownership or disposition of our ordinary shares. This summary does not purport to be a comprehensive description of all the tax considerations that may be relevant to the ownership of our ordinary shares. In particular, the discussion below does not cover tax consequences that depend upon your particular tax circumstances nor does it cover any state, local or non-United States law, or the possible application of the United States federal estate or gift tax. You are urged to consult your own tax advisors regarding the application of the United States federal income tax laws to your particular situation as well as any state, local, non-United States and United States federal estate and gift tax consequences of the ownership and disposition of our ordinary shares. In addition, this summary does not take into account any special United States federal income tax rules that may apply to a particular holder of our ordinary shares, including, without limitation, the following:
• a dealer in securities;
• a trader in securities that elects to use a mark-to-market method of accounting for its securities holdings;
• a financial institution or a bank;
• an insurance company;
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• a tax-exempt organization;
• a person that holds our ordinary shares in a hedging transaction or as part of a straddle or a conversion transaction;
• a person whose functional currency for United States federal income tax purposes is not the U.S. dollar;
• a person liable for alternative minimum tax;
• a person that owns, or is treated as owning, 10% or more, by voting power or value, of our ordinary shares;
• certain former U.S. citizens and residents who have expatriated; or
• a person who receives our ordinary shares pursuant to the exercise of employee share options or otherwise as compensation.
U.S. Holders
For purposes of the discussion below, you are a “U.S. Holder” if you are a beneficial owner of our ordinary shares who or which is:
• an individual United States citizen or resident alien of the United States (as specifically defined for United States federal income tax purposes);
• a corporation, or other entity treated as a corporation for United States federal income tax purposes, created or organized in or under the laws of the United States, any State or the District of Columbia;
• an estate whose income is subject to United States federal income tax regardless of its source; or
• a trust (x) if a United States court can exercise primary supervision over the trust's administration and one or more United States persons are authorized to control all substantial decisions of the trust or (y) if it was in existence on August 20, 1996, was treated as a United States person prior to that date and has a valid election in effect under applicable Treasury regulations to be treated as a United States person.
If a partnership holds our ordinary shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner of a partnership holding our ordinary shares, you should consult your tax advisor.
Distributions
In general, subject to the PFIC rules discussed below, the gross amount of any distribution received by a U.S. Holder with respect to our ordinary shares will be included in the gross income of the U.S. Holder as a dividend to the extent attributable to our current and accumulated earnings and profits, as determined under U.S. federal income tax principles. Unless we maintain calculations of our earnings and profits in accordance with U.S. federal income tax principles, U.S. Holders should expect that any distribution will generally be treated as a dividend for U.S. federal income tax purposes. Any dividends from us will not be eligible for the dividends-received deduction generally allowed to corporations in respect of dividends received from U.S. corporations. For U.S. foreign tax credit purposes, dividends received on our ordinary shares by a U.S. Holder will generally be treated as income from sources outside the United States and will generally constitute “passive category income.” A portion of such dividends, however, will be treated as U.S. source income, subject to certain exceptions, in proportion to our U.S. source earnings and profits if U.S. persons collectively own, directly or indirectly, 50% or more of the voting power or value of our ordinary shares.
U.S. Holders that are individuals and certain other non-corporate U.S. Holders will be subject to tax on dividend income from a “qualified foreign corporation” at preferential rates of taxation provided that certain holding period and other requirements are met. For this purpose, a foreign corporation (other than a corporation that is classified as a PFIC (as discussed below) for the taxable year in which the dividend is paid or the preceding taxable year) will generally be considered to be a qualified foreign corporation (i) if it is eligible for the benefits of a comprehensive tax treaty with the United States which the Secretary of Treasury of the United States determines is satisfactory for purposes of this provision and which includes an exchange of information program, or (ii) with respect to any dividend it pays on stock which is readily tradable on an established securities market in the United States. Our ordinary shares are listed on Nasdaq, which is an established securities market in the United States, and are expected to be readily tradable. Thus, we expect that dividends paid on its ordinary shares will meet the conditions above required for the preferential tax rates, provided we are not a PFIC in the year such dividend is paid or the preceding taxable year.
Sale, Exchange or Other Taxable Disposition
Subject to the PFIC rules discussed below, upon a sale, exchange or other taxable disposition of our ordinary shares, a U.S. Holder will generally recognize a capital gain or loss equal to the difference between the amount realized on such sale, exchange or other taxable disposition and the adjusted tax basis of such ordinary shares. As discussed above, a U.S. Holder’s initial tax basis in our ordinary shares will generally equal the fair market value on the distribution date of such shares. Such gain or loss will be a long-term capital gain or loss if our ordinary shares have been held for more than one year and will be a short-term gain or loss if the holding period is equal to or less than one year. Such gain or loss will generally be considered U.S. source gain or loss for U.S. foreign tax credit purposes. Long-term capital gains of certain non-corporate U.S. Holders are eligible for reduced rates of taxation. For both corporate and non-corporate U.S. Holders, limitations apply to the deductibility of capital losses.
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Passive Foreign Investment Company (PFIC)
Under the Code, we will be a PFIC for any taxable year in which, after the application of certain "look-through" rules with respect to related companies, either (i) 75% or more of our gross income consists of "passive income," or (ii) 50% or more of the average quarterly value of our assets consist of assets that produce, or are held for the production of, "passive income." Passive income generally includes interest, dividends, rents, rents and royalties other than certain rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business, and capital gains. Whether we will be a PFIC in any year depends on the composition of our income and assets, and the relative fair market value of our assets from time to time, which we expect may vary substantially over time. We must make a separate determination each year as to whether we are a PFIC. As a result, our PFIC status may change from year to year based on our income and assets. We believe that we were a PFIC in the fiscal year ended in 2018 and that we were a PFIC for the fiscal years ended March 31, 2023 and 2024. We may have been a PFIC in other years and we may be a PFIC in the future.
If we are a PFIC for any fiscal year during which a U.S. Holder holds our ordinary shares, we generally will continue to be treated as a PFIC with respect to that U.S. Holder for all succeeding fiscal years during which the U.S. Holder holds our ordinary shares, unless we cease to meet the threshold requirements for PFIC status and that U.S. Holder makes a qualifying "deemed sale" election with respect to the ordinary shares. If such an election is made, the U.S. Holder will be deemed to have sold the ordinary shares it holds at their fair market value on the last day of the last fiscal year in which we qualified as a PFIC, and any gain from such deemed sale will be subject to the consequences described below. After the deemed sale election, the ordinary shares with respect to which the deemed sale election was made will not be treated as shares in a PFIC unless we subsequently become a PFIC.
If we are a PFIC for any taxable year during which a U.S. Holder holds our ordinary shares, the U.S. Holder may be subject to adverse tax consequences. Generally, gain recognized upon a disposition of our ordinary shares by the U.S. Holder would be allocated ratably over the U.S. Holder's holding period for such ordinary shares. The amounts allocated to the taxable year of disposition and to years before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for that taxable year for individuals or corporations, as appropriate, and would be increased by an additional tax equal to interest on the resulting tax deemed deferred with respect to each such other taxable year. Further, to the extent that any distribution received by a U.S. Holder on our ordinary shares exceeds 125% of the average of the annual distributions on such ordinary shares received during the preceding three years or the U.S. Holder's holding period, whichever is shorter, that distribution would be subject to taxation in the same manner described immediately above with respect to gain on disposition.
If we are a PFIC for any fiscal year during which any of our non-U.S. subsidiaries is also a PFIC, a U.S. Holder of our ordinary shares during such year will be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules to such subsidiary. U.S. Holders should consult their tax advisers regarding the tax consequences if the PFIC rules apply to any of our subsidiaries. Alternatively, if we are a PFIC and if our ordinary shares are "regularly traded" on a “qualified exchange,” a U.S. Holder may be eligible to make a mark-to-market election that would result in tax treatment different from the general tax treatment described above. Our ordinary shares would be treated as “regularly traded” in any calendar year in which more than a de minimis quantity of the ordinary shares are traded on a qualified exchange on at least 15 days during each calendar quarter. Nasdaq is a qualified exchange for this purpose. However, because a mark-to-market election cannot be made for equity interests in any lower-tier PFIC that we may own, a U.S. Holder that makes a mark-to-market election with respect to us may continue to be subject to the PFIC rules with respect to any indirect investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes. If a U.S. Holder makes the mark-to-market election, the U.S. Holder generally will recognize as ordinary income any excess of the fair market value of the ordinary shares at the end of each taxable year over their adjusted tax basis, and will recognize an ordinary loss in respect of any excess of the adjusted tax basis of the ordinary shares over their fair market value at the end of the taxable year (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). If a U.S. Holder makes the election, the U.S. Holder's tax basis in the ordinary shares will be adjusted to reflect these income or loss amounts. Any gain recognized on the sale or other disposition of our ordinary shares in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as an ordinary loss (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). If a U.S. Holder makes a mark-to-market election it will be effective for the taxable year for which the election is made and all subsequent taxable years unless our ordinary shares are no longer regularly traded on a qualified exchange or the IRS consents to the revocation of the election. U.S. Holders are urged to consult their tax advisers about the availability of the mark-to-market election, and whether making the election would be advisable in their particular circumstances.
Alternatively, a U.S. Holder of stock in a PFIC may make a so-called “Qualified Electing Fund” election to avoid the PFIC rules regarding distributions and gain described above. The PFIC taxation regime would not apply to a U.S. Holder who makes a QEF election for all taxable years that such U.S. Holder has held our ordinary shares while we are a PFIC, provided that we comply with specified reporting requirements. Instead, each U.S. Holder who has made a valid and effective QEF election is required for each taxable year that we are a PFIC to include in income such U.S. Holder’s pro rata share of our ordinary earnings as ordinary income and such U.S. Holder’s pro rata share of our net capital gains as long-term capital gain, regardless of whether we make any distributions of such earnings or gain. In general, a QEF election is effective only if we make available certain required information. U.S. Holders should be aware, however, that we are not required to make this information available but have agreed to do so for prior fiscal years for those U.S. Holders who ask for it. The QEF election is made on a shareholder-by-shareholder basis and generally may be revoked only with the consent of the IRS. U.S. Holders should consult with their own tax advisors regarding eligibility, manner and advisability of making a QEF election if we are treated as a PFIC.
In addition, if we are a PFIC or, with respect to particular U.S. Holders, are treated as a PFIC for the taxable year in which we paid a dividend or for the prior taxable year, the preferential rates discussed above with respect to dividends paid to certain non-corporate U.S. Holders would not apply.
If a U.S. Holder owns our ordinary shares during any year in which we are a PFIC, the U.S. Holder generally will be required to file an IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund) with respect to us, generally with the U.S. Holder’s federal income tax return for that year. If we are a PFIC for a given taxable year, you should consult your tax advisor concerning your annual filing requirements.
The U.S. federal income tax rules relating to PFICs are complex. U.S. Holders are urged to consult their own tax advisers with respect to the ownership and disposition of our ordinary shares, the consequences if we are or become a PFIC, any elections available with respect to our ordinary shares, and the IRS information reporting obligations with respect to the ownership and disposition of our ordinary shares.
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Foreign asset reporting
Certain U.S. Holders, who are individuals, are required to report information relating to an interest in ordinary shares, subject to certain exceptions (including an exception for ordinary shares held in accounts maintained by U.S. financial institutions). U.S. Holders are urged to consult their tax advisors regarding their information reporting obligations, if any, with respect to their ownership and disposition of ordinary shares.
Non-U.S. Holders
If you are not a U.S. Holder, you are a “Non-U.S. Holder.”
Distributions on Our Ordinary Shares
You generally will not be subject to U.S. federal income tax, including withholding tax, on distributions made on our ordinary shares unless:
• you conduct a trade or business in the United States; and
• the distributions are effectively connected with the conduct of that trade or business (and, if an applicable income tax treaty so requires as a condition for you to be subject to U.S. federal income tax on a net income basis in respect of income from our ordinary shares, such distributions are attributable to a permanent establishment that you maintain in the United States).
If you meet the two tests above, you generally will be subject to tax in respect of such dividends in the same manner as a U.S. Holder, as described above. In addition, any effectively connected dividends received by a non-U.S. corporation may also, under certain circumstances, be subject to an additional “branch profits tax” at a 30 percent rate or such lower rate as may be specified by an applicable income tax treaty.
Sale, Exchange or Other Disposition of Our Ordinary Shares
Generally, you will not be subject to U.S. federal income tax, including withholding tax, in respect of gain recognized on a sale or other taxable disposition of our ordinary shares unless:
• your gain is effectively connected with a trade or business that you conduct in the United States (and, if an applicable income tax treaty so requires as a condition for you to be subject to U.S. federal income tax on a net income basis in respect of gain from the sale or other disposition of our ordinary shares, such gain is attributable to a permanent establishment maintained by you in the United States); or
• you are an individual Non-U.S. Holder and are present in the United States for at least 183 days in the taxable year of the sale or other disposition, and certain other conditions exist.
If you meet one of tests above, you generally will be subject to tax in respect of any gain effectively connected with your conduct of a trade or business in the United States in the same manner as a U.S. Holder, as described above. Effectively connected gains realized by a non-U.S. corporation may also, under certain circumstances, be subject to an additional “branch profits tax” at a rate of 30 percent or such lower rate as may be specified by an applicable income tax treaty.
Backup Withholding and Information Reporting
Payments, including dividends and proceeds of sales, in respect of our ordinary shares that are made in the United States or by a United States related financial intermediary may be subject to United States information reporting rules. In addition, U.S. Holders may be subject to United States federal backup withholding tax. U.S. Holders will not be subject to backup withholding provided that:
• you are a corporation or other exempt recipient; or
• you provide your correct United States federal taxpayer identification number and certify, under penalties of perjury, that you are not subject to backup withholding.
Amounts withheld under the backup withholding rules may be credited against your United States federal income tax, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS in a timely manner.
| (F) | DIVIDEND AND PAYING AGENTS |
Not applicable.
| (G) | STATEMENT BY EXPERTS |
Not applicable.
| (H) | DOCUMENTS ON DISPLAY |
We are currently subject to the informational requirements of the Exchange Act applicable to foreign private issuers. To fulfill these requirements, we file with the SEC, within four months after the end of our fiscal year an annual report on Form 20-F containing consolidated financial statements that will be examined and reported on, with an opinion expressed, by an independent public accounting firm. We also file current reports on Form 6-K for significant corporate events throughout the year. As a foreign private issuer, we are exempt from the rules under the Exchange Act relating to the furnishing of proxy statements. Also, because we are a foreign private issuer our officers, directors and principal shareholders are exempt from the reporting and short swing profit provisions contained in Section 16 of the Exchange Act.
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You may read and copy any document we file with the SEC without charge at the SEC's public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC also maintains an Internet site that contains reports and other information regarding issuers that file electronically with the SEC. Our filings with the SEC are also available to the public through this web site at http://www.sec.gov.
| (I) | SUBSIDIARY INFORMATION |
Not applicable.
| (J) | ANNUAL REPORT TO SECURITY HOLDERS |
If we are required to provide an annual report to security holders in response to the requirements of Form 6-K, we will submit the annual report to security holders in electronic format in accordance with the EDGAR Filer Manual.
ITEM 11 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed in varying degrees to a number of risks arising from financial instruments. Management's close involvement in the operations allows for the identification of risks and variances from expectations. We do not participate in the use of financial instruments to mitigate these risks and we have no designated hedging transactions. The Board approves and monitors the risk management processes. The Board's main objectives for managing risks are to ensure liquidity, the fulfilment of obligations, the continuation of our search for new business participation opportunities, and limited exposure to credit and market risks while ensuring greater returns on the surplus funds on hand. There were no changes to the objectives or the process from the prior year.
A summary of our risk exposures as it relates to financial instruments are reflected below.
Fair value of Financial Instruments
Our financial assets and liabilities are comprised of cash and cash equivalents, receivables, stablecoin, digital assets receivable and investments in equities and public entities, accounts payable and accrued liabilities, lease liability, put right liability, TON payable, warrant liability, deferred purchase price payable and deferred obligation.
We classify the fair value of these transactions according to the following fair value hierarchy based on the amount of observable inputs used to value the instrument:
• Level 1 – Values are based on unadjusted quoted prices available in active markets for identical assets or liabilities as of the reporting date.
• Level 2 – Values are based on inputs, including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the marketplace. Prices in Level 2 are either directly or indirectly observable as of the reporting date.
• Level 3 – Values are based on prices or valuation techniques that are not based on observable market data. Investments are classified as Level 3 financial instrument.
Assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement within the fair value hierarchy.
Management has assessed that the fair values of cash and cash equivalents, other receivables and accounts payable approximate their carrying amounts largely due to the short-term maturities of these instruments.
Our financial instruments are exposed to certain financial risks: Credit Risk, Liquidity Risk, Digital Asset Risk, and Foreign Currency Risk.
Credit Risk
Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The credit risk is attributable to various financial instruments, as noted below. The credit risk is limited to the carrying value as reflected in the Company’s consolidated statements of financial position.
Cash and cash equivalents: Cash and cash equivalents comprise cash on hand and amounts invested in underlying treasury and money market funds that are readily convertible to a known amount of cash with three months or less from date of acquisition and are subject to an insignificant risk of change in value. As of March 31, 2026 and 2025, cash equivalents was comprised of a money market account with maturities less than 90 days from the date of purchase. Cash and cash equivalents are held with major international financial institutions and therefore the risk of loss is minimal.
Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due.
The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions without incurring unacceptable losses or risking harm to the Company’s reputation. The Company holds sufficient cash and cash equivalents to satisfy current obligations under accounts payable and accruals.
The Company monitors its liquidity position regularly to assess whether it has the funds necessary to meet its operating needs and needs for investing in new projects.
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Digital Asset Risk
The Company is subject to various risks including market risk, liquidity risk and other risks related to its concentration in TON and other digital assets. Investing in digital assets is currently highly speculative and volatile.
The price of our digital assets has been, and will likely continue to be, highly volatile. Our financial results and the market price of our ordinary shares could be materially and adversely affected if the price of our digital assets decreases substantially, as it has in the past, including as a result of shifts in market sentiment, speculative trading, macroeconomic trends, technology-related disruptions and regulatory announcements.
Our historical financial statements do not reflect the potential variability in earnings that we may experience in the future from holding or selling digital assets. Accordingly, volatility in our earnings may be significantly more than what we experienced in prior periods, and it may be difficult to evaluate the Company’s business and future prospects. We also may need to perform an analysis each quarter to identify whether events or changes in circumstances indicate that our digital assets are impaired.
The Company will face risks relating to the custody of its digital assets. Cybersecurity threats, including hacking, phishing and other malicious attacks, could result in the loss, theft or misappropriation of our digital assets. If we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our private keys, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our digital assets and our financial condition and results of operations could be materially and adversely affected.
There is a risk that some or all of the Company’s digital assets could be lost or stolen. There can be no assurance that our custodians will maintain adequate insurance or that such coverage will cover any losses with respect to the Company’s digital assets. Further, transactions in digital assets are irrevocable. Stolen or incorrectly transferred digital assets may be irretrievable. As a result, any incorrectly executed transactions of the Company’s digital assets could adversely affect an investment in the Company’s ordinary shares.
The Company’s shareholders have no specific rights to any specific digital assets. In the event of the insolvency of the Company, its assets may be inadequate to satisfy a claim by its shareholders.
The SEC has stated that certain digital assets may be considered securities under federal securities laws. The test for determining whether a particular digital asset is a security is complex and difficult to apply, and the outcome is difficult to predict. Future developments could change the legal status of digital assets we hold. If our digital assets are determined to be securities under federal or state securities laws or in a proceeding in a court of law, or otherwise, it may have material adverse consequences for our digital assets, making them more difficult to be traded, cleared or custodied compared to other digital assets that are not considered securities. In addition, if our digital assets are considered securities, the Company could be considered an unregistered investment company under the Investment Company Act of 1940, which could necessitate the Company’s liquidation. If the Company is required to comply with additional regulatory obligations, it could result in a significant increase in operating expenses and make it difficult to continue our current operations, which would materially and adversely affect our business, financial condition and results of operations.
As a company at an early stage of development and without significant internally generated cash flows, there are inherent liquidity risks, including the possibility that additional financing may not be available to the Company. The current uncertainty in global capital markets could have an impact on the Company’s future ability to access capital on terms that are acceptable to the Company. There can be no assurance that required financing will be available to the Company. See Note 17, “Capital Stock and Reserves,” for a discussion of the Company’s share offering and current funding levels.
Foreign Currency Risk
While the Company operates in various jurisdictions, substantially all of the Company’s transactions are denominated in the U.S. Dollar.
ITEM 12 – DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
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PART II
ITEM 13 – DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14 – MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
None.
ITEM 15 – CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our disclosure controls and procedures, as such term is defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Exchange Act, are designed to provide reasonable assurance that all relevant information is communicated to senior management, including the CEO and the CFO, to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including our CEO and CFO. Based on this evaluation, these officers concluded that as of the end of the period covered by this Annual Report on Form 20-F, our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (“SEC”). These disclosure controls and procedures include controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that the disclosure controls and procedures were not effective was due to the presence of material weaknesses in internal control over financial reporting as identified below under the heading " Management's Annual Report on Internal Control over Financial Reporting". Management anticipates that such disclosure controls and procedures will not be effective until the material weakness is remediated.
Management's Annual Report on Internal Control over Financial Reporting (ICFR)
Our management, including the CEO and CFO, is responsible for establishing and maintaining adequate internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control system was designed to provide reasonable assurance to our management and our Board regarding the reliability of financial reporting and preparation and fair presentation of published financial statements for external purposes in accordance with IFRS. Internal control over financial reporting includes those policies and procedures that:
| 1. | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; |
| 2. | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and |
| 3. | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that have a material effect on the financial statements. |
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of March 31, 2026. In making this assessment, it used the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the evaluation under these criteria, management identified material weaknesses in our internal controls over financial reporting and, as a result, management concluded that our internal control over financial reporting was not effective as of March 31, 2026.
Management identified the following material weaknesses in our internal control over financial reporting.
• Ineffective implementation of Information Technology General Controls (“ITGCs”) including insufficient segregation of duties, oversight of service organizations and lack of formal user access reviews;
• A lack of segregation of duties in the accounting and finance functions result in inadequate controls relating to the documentation of the review and approval of reconciliations and other schedules prepared internally to be included or disclosed in the financial statements;
• Management lacks the number of skilled persons that it requires given the complexity of the Company's reporting requirements, including the staff and expertise to apply complex accounting principles, specifically those relating to business combination accounting, income taxes, warrant liabilities, equity transactions, digital assets and fair value estimates; and
• The Company did not complete a Sarbanes-Oxley (SOX) Section 404A assessment.
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Attestation Report of the Registered Public Accounting Firm
This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report is not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management's report in this Annual Report.
Changes in Internal Control over Financial Reporting and Planned Remediation Activities
Management continues to improve its control over financial reporting and leverages experienced personnel, including consultants to perform ongoing IFRS and SEC compliance requirements. In April 2026, we engaged with an external consultant for a comprehensive review of internal controls and Sarbanes-Oxley compliance, with improvements to our processes to be implemented throughout Fiscal 2027.
ITEM 16A – AUDIT COMMITTEE FINANCIAL EXPERT
Our Board has determined that Mr. Siciliano is an “audit committee financial expert,” as such term is defined in Part II Item 16A.(b) of the General Instructions to Form 20-F, and is “independent,” as such term is defined in Rule 10A-3(b)(1) under the Exchange Act.
ITEM 16B – CODE OF ETHICS
We have adopted a Code of Ethics, which applies to all consultants, officers and directors. A copy of our current code of ethics was included in the exhibits to the fiscal 2014 annual report on Form 20-F and is incorporated by reference into the exhibit index to this Annual Report on Form 20-F.
During the most recently completed fiscal year, we neither: (a) amended its Code of Ethics; nor (b) granted any waiver (including any implicit waiver) from any provision of its Code of Ethics.
ITEM 16C – PRINCIPAL ACCOUNTANT FEES AND SERVICES
Marcum LLP (“Marcum”) served as our independent registered public accountants until May 29, 2025, and audited our annual consolidated financial statements for the fiscal year ended March 31, 2024. On November 1, 2024, CBIZ CPAs P.C. (“CBIZ CPAs”) acquired the attest business of Marcum. On May 29, 2025, Marcum resigned as our auditors, and with the approval of our Audit Committee of our Board of Directors, CBIZ CPAs was engaged as our independent registered public accounting firm.
Prior to engaging CBIZ CPAs, the Company did not consult with CBIZ CPAs regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, or (ii) any matter that was either the subject of a disagreement (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K and the related instructions).
The reports of Marcum regarding the Company’s consolidated financial statements for the fiscal years ended March 31, 2024, 2023 and 2022, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles except for the inclusion of an explanatory paragraph in the audit report for the fiscal years ended March 31, 2024, 2023 and 2022 as to the Company’s ability to continue as a going concern.
During the Company’s fiscal years ended March 31, 2024, 2023, and 2022, and the subsequent interim period through May 29, 2025, there were no (i) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to the subject matter of the disagreements in their reports on the Company’s consolidated financial statements for such years or (ii) “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions), except for a material weakness related to a lack of design and maintenance of effective information technology general controls due to certain privileged access rights, lack of formal processes for user provisioning, periodic user access review, change management for the financial reporting system and lack of formal reviews of key third party service provider SOC reports, all of which could allow for inappropriate financial transactions to be recorded that would not be detected by the Company's other manual controls, rendering them ineffective, as disclosed in the Company’s Annual Report on Form 20-F for the fiscal year ended March 31, 2024.
The Company provided Marcum with a copy of the Current Report on Form 6-K reporting the change in the registered public accounting firms prior to its filing with the U.S. Securities and Exchange Commission (the “SEC”) and requested that Marcum furnish the Company with a letter addressed to the SEC, pursuant to Item 304(a)(3) of Regulation S-K, stating whether it agrees with the above statements and, if it does not agree, the aspects in which it did not agree. Marcum provided its letter in which it did not object to the statements made by the Company, and a copy of the letter, dated May 29, 2025, was filed as Exhibit 16 to the Current Report on Form 6-K.
The following outlines the expenditures for accounting fees paid or accrued to our independent public accountants, for the fiscal years ended March 31, 2026 and 2025 by CBIZ CPAs and Marcum:
| CBIZ CPAs | Marcum | Total | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Audit fees(1) | $ | 638,600 | $ | 128,750 | $ | - | $ | 201,253 | $ | 638,600 | $ | 330,003 | ||||||||||||
| Audit-related fees(2) | $ | - | $ | - | $ | - | $ | 16,995 | $ | - | $ | 16,995 | ||||||||||||
| (1) | “Audit fees” means the aggregate fees incurred in connection with the audit of our annual consolidated financial statements included in our Annual Report on Form 20-F, review of the six month consolidated interim financial statements included in our Form 6-K, and services normally provided by our independent public accountants in connection with statutory and regulatory filings or engagements. |
| 50 |
| (2) | "Audit-related fees” relate to assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “audit fees.” This category would include fees related to non-routine SEC filings. |
Our Audit Committee requires pre-approval of all audit and non-audit services. Other than de minimis services incidental to audit services, non-audit services shall generally be limited to tax services such as advice and planning and financial due diligence services. All fees for such non-audit services must be approved by the Audit Committee, except to the extent otherwise permitted by applicable SEC regulations. The Audit Committee may delegate to one or more designated members of the Audit Committee the authority to grant pre-approvals, provided such approvals are presented to the Audit Committee at a subsequent meeting. During the years ended March 31, 2026 and 2025, 100% of the fees paid to our independent public accountants were approved by the Audit Committee.
We did not have any engagement with our independent public accountants during the Fiscal 2026 and Fiscal 2025 with respect to professional services for tax compliance, tax advice or tax planning or for any audit-related services.
ITEM 16D – EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E – PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
On January 29, 2025, the Company completed the sale of 524,390 ordinary shares for aggregate proceeds of $2,150,000, at a per share price of $4.10, the closing price of a share on the Nasdaq Stock Market on the date preceding the date of the securities purchase agreement. The shares were sold to two directors of the Company, Messrs. Gregory Bailey and James Mellon. The shares were sold in a private placement transaction pursuant to Regulation S, and are being issued as restricted stock. The proceeds will be used for general corporate purposes and working capital.
In connection with the sale of the shares, the Company entered into a registration rights agreement that provides for two demand registrations at any time on a Form F-1 or equivalent and once each year on a Form F-3, provided the anticipated value of the shares being registered is at least $500,000. The registration rights agreement has a term of seven years. The Company is obligated to pay the costs of the registration statement but not any broker or other selling commissions due to a broker or dealer engaged by the selling shareholders.
On June 5, 2025, the Company and Compedica Holdings Limited, a company formed under the laws of the Isle of Man (“Compedica”), entered a mutual Subscription Agreement (“Subscription Agreement”). Pursuant to the Subscription Agreement, the Company issued 625,000 ordinary shares at a per share price of $8.00 in exchange for 1,165,501 shares of Compedica with a per share value of $4.29, in a transaction valued at $5,000,000. Compedica purchased 37.8% of Portage based on the issued and outstanding ordinary shares of the Company immediately prior to the consummation of the Subscription Agreement, resulting in a then ownership of 27.4% of the issued and outstanding ordinary shares of the Company immediately after the consummation of the Subscription Agreement.
The Company’s ordinary shares were sold pursuant to an exemption under the Securities Act of 1933, as amended, under Regulation S, and were issued as “restricted stock.” Compedica was granted registration rights on a resale basis, upon demand, while the shares are restricted stock and Compedica is not otherwise able to sell the shares in the public market. The ordinary shares acquired by Compedica are not subject to any lock up arrangement. The Company reimbursed Compedica for up to $50,000 of its legal fees in the transaction. Compedica was also granted the right to have an observer attend board meetings and review written consents of the board of directors, subject to being restricted from access (including participation in the meeting) to confidential or market sensitive information without a non-disclosure obligation with respect to such information. There are no broker fees payable by either party to the Subscription Agreement.
If the Company enters into an equity funding arrangement, subject to the monthly working capital requirements of the Company and unless agreed otherwise by the parties in writing, for a period of 12 months from the date of the Subscription Agreement, the Company will use not less than 50% of the net funds to subscribe for new Compedica equity at a price of $4.29 per share, the intended use of proceeds to be to support the continued development of the Compedica device and its commercialization. To the extent less than 50% of the equity financing are invested in Compedica by the Company in any month (the “Shortfall”), the Shortfall amount shall be added to the obligation of the Company to fund in the next following month (and the aggregate of Shortfalls shall continue to accrue and be rolled forward for the duration of the 12 month term, with any outstanding Shortfall amount not advanced as an equity investment at the end of the 12 month term immediately due and payable (unless agreed otherwise in writing by Compedica)).
On February 6, 2026, the Company and Compedica agreed to exchange their ownership interests in the counterparty with each other, with the 625,000 shares in the Company held by Compedica being returned to the Company’s treasury and the investment being exited.
On September 25, 2025, the Company completed the sale of 3,415,780 ordinary shares at a per share price of $5.73, and pre-funded warrants to purchase 3,258,466 ordinary shares at a purchase price of $5.73 per ordinary share (less $0.001 per pre-funded warrant) for gross proceeds of approximately $34.5 million, consisting of cash of $3.3 million and digital assets and stablecoin of $32.9 million. Each pre-funded warrant is exercisable for one ordinary share at an exercise price of $0.001 per pre-funded warrant, is immediately exercisable and will expire once exercised in full. The shares and pre-funded warrants were sold in a private placement transaction in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and Rule 506 promulgated under the Securities Act, and the proceeds are being used for the establishment of the Company’s digital asset treasury.
During the fiscal year ended March 31, 2026, the Company sold 4,062,632 ordinary shares under the ATM program, generating net proceeds of approximately $12.0 million.
On January 13, 2026, the Company entered into a securities purchase agreement with certain purchasers, pursuant to which the Company offered for sale to the Purchasers in a registered direct offering an aggregate of 5,230,000 ordinary shares and, in lieu thereof, pre-funded warrants to purchase up to 9,770,000 ordinary shares. The net proceeds from the Offering were approximately $12.7 million.
| 51 |
ITEM 16F – CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
See Item 16C.
ITEM 16G – CORPORATE GOVERNANCE
We are incorporated under the BVI Act. Our ordinary shares are registered with the SEC and are listed on the Nasdaq Capital Market. As a result, our corporate governance framework is subject to laws of the British Virgin Islands, or BVI, the securities laws and regulations of the United States and the listing requirements of the Nasdaq Marketplace Rules.
Under Rule 5615 of the Nasdaq Marketplace Rules, a foreign private issuer may follow its home country practice in lieu of the requirements of the Nasdaq Marketplace Rules. We follow the exemptions provide under the Nasdaq Marketplace Rules as described below.
British Virgin Islands law does not require that a majority of our board of directors consist of independent directors or that our board committees consist of entirely independent directors. Our board of directors and board committees, therefore, may include fewer independent directors than would be required if we were subject to Nasdaq Listing Rule 5605(b)(1). In addition, we will not be subject to Nasdaq Listing Rule 5605(b)(2), which requires that independent directors must regularly have scheduled meetings at which only independent directors are present.
We also are exempt from the Nasdaq listing rules as to quorum, and instead to follow the quorum rules for shareholder meetings under British Virgin Islands law. We also are exempt from the Nasdaq listing rules so as to not be required to obtain shareholder approval for certain issuance of securities, shareholder approval of share option plans and change of control transactions under Nasdaq Listing Rule 5635 and to hold annual shareholder meetings under Nasdaq Listing Rule 5620(a).
As a foreign private issuer, we are exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Securities Exchange Act of 1934. We solicit proxies in accordance with applicable rules and regulations in the British Virgin Islands.
ITEM 16H – MINE SAFETY DISCLOSURE
Not applicable.
ITEM 16I – DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
ITEM 16J – INSIDER TRADING POLICIES
We have adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by directors, senior management, and employees that are reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any applicable listing standards. A copy of our insider trading policy is included in the exhibits to this Annual Report on Form 20-F.
ITEM 16K – CYBERSECURITY
We are increasingly dependent on software applications and computing infrastructure to conduct key operations. We depend on both our own record retention and technology as well as the systems, networks and technology of our contractors, consultants, vendors and other business partners.
Cybersecurity Program
Given the importance of cybersecurity to our business, we maintain a cybersecurity program to support both the effectiveness of our systems and our preparedness for information security risks. This program includes a number of safeguards, such as: password protection; multi-factor authentication; continuous monitoring and alerting systems for internal and external threats; regular evaluations of our cybersecurity program, including retention of outsourced experts.
We use a risk-based approach with respect to our use and oversight of third-party service providers, tailoring processes according to the nature and sensitivity of the data accessed, processed, or stored by such third-party service provider.
Process for Assessing, Identifying and Managing Material Risks from Cybersecurity Threats
In the event of a cybersecurity incident, we maintain a regularly tested incident response program. Pursuant to the program and its escalation protocols, designated personnel are responsible for assessing the severity of an incident and associated threat, containing the threat, remediating the threat, including recovery of data and access to systems, analyzing any reporting obligations associated with the incident, and performing post-incident analysis and program enhancements.
We have relationships with a number of third-party service providers to assist with cybersecurity containment and remediation efforts.
Governance
We currently engage a qualified IT consultant who reports to our Chief Executive Officer. This consultant has robust experience with cybersecurity, information technology development and deployment and information technology risk assessment and management, including information security management.
| 52 |
Our IT consultant regularly monitors our information technology systems and monitors the prevention, detection, mitigation and remediation of cybersecurity incidents in consultation with our Chief Executive Officer. To the extent necessary, our Chief Executive Officer reports such risks to our Board, which has overall responsibility for risk oversight.
Over the last three years, we have not experienced any cybersecurity incidents that have materially affected or are reasonably likely to materially affect is, including our business, results of operations, or financial condition.
Board Oversight
While the Board of Directors has overall responsibility for risk oversight, our Audit Committee oversees cybersecurity risk matters. The Audit Committee is responsible for reviewing, discussing with management, and overseeing the Company’s data privacy, information technology and security and cybersecurity risk exposures, including: (i) the potential impact of those exposures on the Company’s business, financial results, operations and reputation; (ii) the programs and steps implemented by management to monitor and mitigate any exposures; (iii) the Company’s information governance and cybersecurity policies and programs; and (iv) major legislative and regulatory developments that could materially impact the Company’s data privacy and cybersecurity risk exposure.
In the event of a cybersecurity incident, the Chief Financial Officer would apprise the full Board promptly with respect to any incident.
Cybersecurity Risks
Our cybersecurity risk management processes are integrated into our overall Enterprise Risk Management (“ERM”) process. As part of our ERM process, we identify, assess and evaluate risks impacting our operations across the Company, including those risks related to cybersecurity. We consider the severity and likelihood of certain risk factors, drawing upon our industry experience and company knowledge. While we maintain a robust cybersecurity program, the techniques used to infiltrate information technology systems continue to evolve. Accordingly, we may not be able to timely detect threats or anticipate and implement adequate security measures. For additional information, see Item 3 (D) “Risk Factors.”
We also maintain cybersecurity insurance providing coverage for certain costs related to cybersecurity-related incidents that impact our own systems, networks, and technology or the systems, networks and technology of our contractors, consultants, vendors and other business partners.
In the last three years, we did not experience any material cybersecurity incidents or threats.
| 53 |
PART III
ITEM 17 – FINANCIAL STATEMENTS
The financial statements are provided pursuant to Item 18.
ITEM 18 – FINANCIAL STATEMENTS
See the Financial Statements beginning on page F-1 of this Annual Report.
Exhibits are listed in Item 19 hereof and filed as part of this Annual Report.
| 54 |
ALPHA COMPUTE CORP
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 0199 and 0688) | F-1 |
| Consolidated Statements of Financial Position | F-4 |
| Consolidated Statements of Operations and Other Comprehensive Income (Loss) | F-5 |
| Consolidated Statements of Changes in Shareholders’ Equity (Deficit) | F-6 |
| Consolidated Statements of Cash Flows | F-7 |
| Notes to Consolidated Financial Statements | F-8 |
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of
Alpha Compute Corp
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Alpha Compute Corp (the “Company”) as of March 31, 2026 and 2025, the related consolidated statements of operations and other comprehensive income (loss), changes in shareholders’ equity (deficit) and cash flows for each of the two years in the period ended March 31, 2026, and the related notes (collectively referred to as the “financial statements”). In our opinion, based on our audit, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026 and 2025, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2026, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Explanatory Paragraph – Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Prior Period Financial Statements
The financial statements of the Company as of and for the year ended March 31, 2024, were audited by Marcum LLP, whose report dated August 14, 2024, included an explanatory paragraph expressing significant doubt about the Company’s ability to continue as a going concern.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Critical Audit Matter Description
As discussed in Note 12 to the consolidated financial statements, the Company issued put options to certain investors in connection with a financing transaction in which investors contributed digital assets in exchange for ordinary shares and pre-funded warrants. The put options provide investors with the right, subject to specified terms and conditions, to require the Company to repurchase the subscribed shares in exchange for the digital assets originally contributed in the financing transaction. The Company accounted for the put options as financial liabilities and measured them at fair value.
Auditing the valuation of the put option liabilities was especially challenging and involved a high degree of auditor judgment due to the subjectivity associated with fair value measurements. The valuations required management to apply complex valuation methodologies and utilize significant inputs and assumptions regarding the potential exercise of the put rights, the expected timing of settlement, future market values of their own equity and the underlying digital assets, and other transaction-specific contractual provisions. The fair value estimate was sensitive to changes in these assumptions, and the audit required specialized skills and knowledge in evaluating the valuation methodology and significant inputs and assumptions.
Accordingly, we determined that the valuation of the put option liabilities was a critical audit matter.
How the Critical Audit Matter was addressed in the Audit
F-1
Our audit procedures related to the valuation of the put option liabilities included, among others:
| · | Assessing the qualifications and competence of the third party specialist. |
| · | Reading the put option agreements and related transaction documents to evaluate the contractual terms and conditions affecting the valuation. |
| · | Utilizing our internal valuation specialist to assist in evaluating the valuation methodologies and significant inputs and assumptions applied by management. |
| · | Evaluating the adequacy of the related disclosures in the consolidated financial statements. |
/s/ CBIZ CPAs P.C.
CBIZ CPAs P.C.
We have served as the Company’s auditor since 2019. (such date takes into account the acquisition of the attest business of Marcum llp by CBIZ CPAs P.C. effective November 1, 2024).
| F-2 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
Alpha Compute Corp
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of operations and other comprehensive income (loss), changes in shareholders’ equity (deficit) and cash flows of Alpha Compute Corp (the “Company”) for the year ended March 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the results of the operations and cash flows of the Company for the year ended March 31, 2024, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Explanatory Paragraph – Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ Marcum llp
Marcum llp
We served as the Company’s auditor from 2019 through 2025.
New York, NY
August 14, 2024
| F-3 |
ALPHA COMPUTE CORP
Consolidated Statements of Financial Position
(U.S. Dollars in thousands)
| March 31, | ||||||||||||
| Notes | 2026 | 2025 | ||||||||||
| Assets | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | 4 | $ | 486 | $ | 1,670 | |||||||
| Restricted cash | 4 | 200 | — | |||||||||
| Accounts receivable | 4 | 21 | — | |||||||||
| Stablecoin | 6 | 21 | — | |||||||||
| Digital assets at fair value, TON, current | 7 | 1,291 | — | |||||||||
| Prepaid expenses and other receivables | 5 | 1,984 | 555 | |||||||||
| Total current assets | 4,003 | 2,225 | ||||||||||
| Non-current assets | ||||||||||||
| Digital assets at fair value, TON, net of current portion | 7 | 1,201 | — | |||||||||
| Right-of-use asset | 9 | 413 | — | |||||||||
| Property, plant, and equipment, net | 9 | 1,283 | — | |||||||||
| Equipment deposits | 9 | 9,308 | — | |||||||||
| Other assets | 5 | 3,322 | — | |||||||||
| Total non-current assets | 15,527 | — | ||||||||||
| Total assets | $ | 19,530 | $ | 2,225 | ||||||||
| Liabilities and Equity | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable and accrued liabilities | 13 | $ | 4,146 | $ | 1,100 | |||||||
| TON payable to settle put rights exercised | 12 | 1,425 | — | |||||||||
| Lease liability - current | 14 | 65 | — | |||||||||
| Put right liability | 12 | 7,105 | — | |||||||||
| Total current liabilities | 12,741 | 1,100 | ||||||||||
| Non-current liabilities | ||||||||||||
| Lease liability - non-current | 14 | 73 | — | |||||||||
| Warrant liability | 11 | 192 | 1,952 | |||||||||
| Total non-current liabilities | 265 | 1,952 | ||||||||||
| Total liabilities | 13,006 | 3,052 | ||||||||||
| Commitments and Contingent Liabilities (Note 20) | ||||||||||||
| Shareholders’ Equity | ||||||||||||
| Capital stock | 17 | $ | 266,053 | $ | 221,800 | |||||||
| Stock option reserve | 18 | 25,275 | 23,530 | |||||||||
| Accumulated deficit | (284,079 | ) | (245,453 | ) | ||||||||
| Treasury stock | 17 | (20 | ) | — | ||||||||
| Total equity attributable to owners of the Company | 7,229 | (123 | ) | |||||||||
| Non-controlling interest | 25 | (705 | ) | (704 | ) | |||||||
| Total equity | 6,524 | (827 | ) | |||||||||
| Total liabilities and equity | $ | 19,530 | $ | 2,225 | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-4
ALPHA COMPUTE CORP
Consolidated Statements of Operations and Other Comprehensive Income (Loss)
(U.S. Dollars in thousands, except per share amounts)
| March 31, | ||||||||||||||||
| Notes | 2026 | 2025 | 2024 | |||||||||||||
| Revenues | 4 | $ | 97 | $ | — | $ | — | |||||||||
| Expenses | ||||||||||||||||
| Research and development | 2,801 | 3,129 | 12,535 | |||||||||||||
| General and administrative expenses | 20,199 | 4,254 | 5,664 | |||||||||||||
| Depreciation and amortization expense | 9 | 193 | 35 | 54 | ||||||||||||
| Loss from operations | (23,096 | ) | (7,418 | ) | (18,253 | ) | ||||||||||
| Change in fair value of warrant liability | 11 | 2,883 | (388 | ) | 6,868 | |||||||||||
| Change in fair value of deferred purchase price payable - Tarus and deferred obligation - iOx milestone | — | — | 11,305 | |||||||||||||
| Change in fair value of put rights, net of redemptions | 12 | (5,959 | ) | — | — | |||||||||||
| Loss on revaluation of digital assets | 7 | (1,411 | ) | — | — | |||||||||||
| Loss on revaluation of digital asset receivables | 8 | (1,497 | ) | — | — | |||||||||||
| Realized loss on sale of digital assets | 7 | (1,700 | ) | — | — | |||||||||||
| Realized loss on novation of digital assets to investor | 7 | (676 | ) | — | — | |||||||||||
| Gain on settlement with Parexel - iOx CRO | 19 | — | 946 | — | ||||||||||||
| Loss on Registered Direct Offering | — | — | (2,432 | ) | ||||||||||||
| Offering costs | — | — | (662 | ) | ||||||||||||
| Impairment loss - iOx IPR&D | — | — | (57,890 | ) | ||||||||||||
| Impairment loss - Tarus IPR&D | — | — | (23,615 | ) | ||||||||||||
| Impairment loss - Stimunity | — | — | (1,002 | ) | ||||||||||||
| Impairment loss - Saugatuck | — | — | (178 | ) | ||||||||||||
| Commitment fee under Committed Purchase Agreement | — | — | (839 | ) | ||||||||||||
| Gain on dissolution of investment in associate | — | — | 27 | |||||||||||||
| Gain from sale of investment in public company | — | — | 725 | |||||||||||||
| Impairment loss - investment in Compedica | 10 | (4,804 | ) | — | — | |||||||||||
| Loss on revaluation of investment in Compedica | 10 | (182 | ) | — | — | |||||||||||
| Change in fair value of TON payable to settle put rights exercised | 12 | 51 | — | — | ||||||||||||
| Gain on settlement of TON payable | 12 | 336 | — | — | ||||||||||||
| Loss on settlement of put right liability | 12 | (916 | ) | — | — | |||||||||||
| Foreign exchange transaction (loss) gain | (1 | ) | (7 | ) | 7 | |||||||||||
| Interest (expense) income, net | (1,014 | ) | 86 | 242 | ||||||||||||
| Gain on extinguishment of debt | 15 | 255 | — | — | ||||||||||||
| Share of losses from equity method investment | 10 | (44 | ) | — | (233 | ) | ||||||||||
| Loss before benefit for income taxes | (38,627 | ) | (6,781 | ) | (85,930 | ) | ||||||||||
| Income tax benefit | 16 | — | 3 | 10,548 | ||||||||||||
| Net loss | (38,627 | ) | (6,778 | ) | (75,382 | ) | ||||||||||
| Other comprehensive loss | ||||||||||||||||
| Net unrealized loss on investments | — | — | (38 | ) | ||||||||||||
| Total comprehensive loss for period | $ | (38,627 | ) | $ | (6,778 | ) | $ | (75,420 | ) | |||||||
| Net loss attributable to: | ||||||||||||||||
| Owners of the Company | $ | (38,626 | ) | $ | (6,767 | ) | $ | (75,339 | ) | |||||||
| Non-controlling interest | 25 | (1 | ) | (11 | ) | (43 | ) | |||||||||
| Net loss | $ | (38,627 | ) | $ | (6,778 | ) | $ | (75,382 | ) | |||||||
| Comprehensive loss attributable to: | ||||||||||||||||
| Owners of the Company | $ | (38,626 | ) | $ | (6,767 | ) | $ | (75,377 | ) | |||||||
| Non-controlling interest | 25 | (1 | ) | (11 | ) | (43 | ) | |||||||||
| Total comprehensive loss for period | $ | (38,627 | ) | $ | (6,778 | ) | $ | (75,420 | ) | |||||||
| Loss per share | ||||||||||||||||
| Basic and diluted | 19 | $ | (4 | ) | $ | (5.72 | ) | $ | (77.83 | ) | ||||||
| Weighted average shares outstanding | ||||||||||||||||
| Basic and diluted | 19 | 9,248 | 1,183 | 968 | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-5
ALPHA COMPUTE CORP
Consolidated Statements of Changes in Shareholders’ Equity (Deficit)
(U.S. Dollars in thousands)
| Equity | ||||||||||||||||||||||||||||||||||||
| Number | Stock | Other | Attributable | Non- | ||||||||||||||||||||||||||||||||
| of | Capital | Option | Treasury | Comprehensive | (Accumulated | to Owners | Controlling | Total | ||||||||||||||||||||||||||||
| Shares* | Stock | Reserve | Stock | Loss | Deficit) | of Company | Interest | Equity | ||||||||||||||||||||||||||||
| Balance, April 1, 2023 (Pre-Split) | 17,606 | |||||||||||||||||||||||||||||||||||
| Balance, April 1, 2023 (After 1-for-20 reverse share split) | 880 | $ | 218,782 | $ | 21,204 | $ | — | $ | (4,325 | ) | $ | (159,616 | ) | $ | 76,045 | $ | (650 | ) | $ | 75,395 | ||||||||||||||||
| Share-based compensation expense | — | — | 2,637 | — | — | — | 2,637 | — | 2,637 | |||||||||||||||||||||||||||
| Shares issued under Registered Direct Offering | 98 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Shares issued related to the ATM agreement, net of share issuance costs | 9 | 662 | — | — | — | — | 662 | — | 662 | |||||||||||||||||||||||||||
| Shares issued or accrued for services | 1 | 50 | — | — | — | — | 50 | — | 50 | |||||||||||||||||||||||||||
| Shares issued pursuant to distribution of restricted stock units | 1 | 5 | — | — | — | — | 5 | — | 5 | |||||||||||||||||||||||||||
| Derecognition of investment in public company | — | — | — | — | 4,363 | (4,363 | ) | — | — | — | ||||||||||||||||||||||||||
| Net unrealized loss on investments | — | — | — | — | (38 | ) | — | (38 | ) | — | (38 | ) | ||||||||||||||||||||||||
| Net loss for the year | — | — | — | — | — | (75,339 | ) | (75,339 | ) | (43 | ) | (75,382 | ) | |||||||||||||||||||||||
| Balance, March 31, 2024 | 989 | $ | 219,499 | $ | 23,841 | $ | — | $ | — | $ | (239,318 | ) | $ | 4,022 | $ | (693 | ) | $ | 3,329 | |||||||||||||||||
| Share-based compensation expense | — | — | 321 | — | — | — | 321 | — | 321 | |||||||||||||||||||||||||||
| Correction of prior period overstated share-based compensation expense | — | — | (632 | ) | — | — | 632 | — | — | — | ||||||||||||||||||||||||||
| Shares issued under private placement, net of share issuance costs | 524 | 2,150 | — | — | — | — | 2,150 | — | 2,150 | |||||||||||||||||||||||||||
| Pre-Funded warrants exercised | 60 | 1 | — | — | — | — | 1 | — | 1 | |||||||||||||||||||||||||||
| Additional round up shares issued for fractional shares in connection with 1-for-20 reverse share split | 52 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| Shares issued for accrued bonuses | 19 | 120 | — | — | — | — | 120 | — | 120 | |||||||||||||||||||||||||||
| Shares issued pursuant to distribution of restricted stock units | 9 | 30 | — | — | — | — | 30 | — | 30 | |||||||||||||||||||||||||||
| Net loss for the year | — | — | — | — | — | (6,767 | ) | (6,767 | ) | (11 | ) | (6,778 | ) | |||||||||||||||||||||||
| Balance, March 31, 2025 | 1,653 | $ | 221,800 | $ | 23,530 | $ | — | $ | — | $ | (245,453 | ) | $ | (123 | ) | $ | (704 | ) | $ | (827 | ) | |||||||||||||||
| Share-based compensation expense | — | — | 1,745 | — | — | — | 1,745 | — | 1,745 | |||||||||||||||||||||||||||
| Shares issued under private placement, net of share issuance costs and put rights | 3,416 | 14,535 | — | — | — | — | 14,535 | — | 14,535 | |||||||||||||||||||||||||||
| Shares issued relating to the acquisition of Compedica | 625 | 5,000 | — | — | — | — | 5,000 | — | 5,000 | |||||||||||||||||||||||||||
| Shares issued related to the ATM agreement, net of share issuance costs | 4,063 | 12,030 | — | — | — | — | 12,030 | — | 12,030 | |||||||||||||||||||||||||||
| Shares issued under registered direct offering, net of share issuance costs | 5,230 | 12,688 | — | — | — | — | 12,688 | — | 12,688 | |||||||||||||||||||||||||||
| Exercise of pre-funded warrants | 9,231 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Treasury stock obtained in exchange for return of investment interest to Compedica | (625 | ) | — | — | (20 | ) | — | — | (20 | ) | — | (20 | ) | |||||||||||||||||||||||
| Put rights exercised and return of shares | (123 | ) | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Net loss for the year | — | — | — | — | — | (38,626 | ) | (38,626 | ) | (1 | ) | (38,627 | ) | |||||||||||||||||||||||
| Balance, March 31, 2026 | 23,470 | $ | 266,053 | $ | 25,275 | $ | (20 | ) | $ | — | $ | (284,079 | ) | $ | 7,229 | $ | (705 | ) | $ | 6,524 | ||||||||||||||||
*Giving retroactive effect to the 1-for-20 reverse share split effected on August 15, 2024.
The accompanying notes are an integral part of these consolidated financial statements.
F-6
ALPHA COMPUTE CORP
Consolidated Statements of Cash Flows
(U.S. Dollars in thousands)
| Years Ended March 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net loss for the period | $ | (38,627 | ) | $ | (6,778 | ) | $ | (75,382 | ) | |||
| Adjustments for non-cash items: | ||||||||||||
| Share-based compensation expense | 1,745 | 321 | 2,637 | |||||||||
| Change in fair value of deferred purchase price payable - Tarus and deferred obligation - iOx milestone | — | — | (11,305 | ) | ||||||||
| Loss on Registered Direct Offering | — | — | 2,432 | |||||||||
| Offering costs | — | — | 662 | |||||||||
| Impairment loss - iOx IPR&D | — | — | 57,890 | |||||||||
| Impairment loss - Tarus IPR&D | — | — | 23,615 | |||||||||
| Impairment loss - Stimunity | — | — | 1,002 | |||||||||
| Impairment loss - Saugatuck | — | — | 178 | |||||||||
| Commitment fee under Committed Purchase Agreement | — | — | 839 | |||||||||
| Gain on dissolution of investment in associate | — | — | (27 | ) | ||||||||
| Gain from sale of investment in public company | — | — | (725 | ) | ||||||||
| Decrease in deferred tax liability | — | — | (10,564 | ) | ||||||||
| Unrealized loss on change in fair value of digital assets | 1,411 | — | — | |||||||||
| Unrealized loss on change in fair value of digital asset receivables | 2,349 | — | — | |||||||||
| Realized loss on sale of digital assets | 1,700 | — | — | |||||||||
| Realized loss on novation of digital asset receivables | 676 | |||||||||||
| Loss on impairment - investment in Compedica | 4,804 | — | — | |||||||||
| Loss on remeasurement of investment in Compedica | 182 | — | — | |||||||||
| Change in fair value of warrant liability | (2,883 | ) | 388 | (6,868 | ) | |||||||
| Change in fair value of put rights, net of redemptions | 5,959 | — | — | |||||||||
| Loss from equity method investment | 44 | — | — | |||||||||
| Change in fair value of TON payable to settle put rights exercised | (51 | ) | — | — | ||||||||
| Gain on settlement of TON payable | (336 | ) | — | — | ||||||||
| Loss on exercise of put right liability | 916 | — | — | |||||||||
| Loss on extinguishment of debt | 582 | |||||||||||
| Gain on forgiveness of loan interest | (837 | ) | — | — | ||||||||
| Noncash interest expense | 171 | — | — | |||||||||
| Gain on settlement with Parexel - iOx CRO | — | (946 | ) | — | ||||||||
| Expenses settled using stablecoin | 1,413 | — | — | |||||||||
| Revenues received in TON tokens | (69 | ) | — | — | ||||||||
| Share of loss in associate | — | — | 233 | |||||||||
| Fair value of shares issued for services | — | — | 50 | |||||||||
| Depreciation and amortization | 193 | 35 | 54 | |||||||||
| Changes in operating working capital: | ||||||||||||
| Accounts receivable | (21 | ) | — | — | ||||||||
| Prepaid expenses and other receivables | (96 | ) | 1,574 | (32 | ) | |||||||
| Other assets | (3,322 | ) | 46 | 40 | ||||||||
| Accounts payable and accrued liabilities | 3,549 | (99 | ) | 972 | ||||||||
| Other current liabilities | — | (3 | ) | 2 | ||||||||
| Net cash used in operating activities | (20,548 | ) | (5,462 | ) | (14,297 | ) | ||||||
| Cash flows from investing activities: | ||||||||||||
| Proceeds from sale of investment in public company | — | — | 2,812 | |||||||||
| Purchases of stablecoin | (311 | ) | — | — | ||||||||
| Purchases of digital assets | (609 | ) | — | — | ||||||||
| Sales of stablecoin | 2,100 | — | — | |||||||||
| Sales of digital assets | 2,900 | — | — | |||||||||
| Purchases of fixed assets | (1,040 | ) | — | — | ||||||||
| Equipment deposits | (9,308 | ) | — | — | ||||||||
| Cash paid for investment in Compedica | (50 | ) | — | — | ||||||||
| Net cash (used in) provided by investing activities | (6,318 | ) | — | 2,812 | ||||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from exercise of Pre-Funded Warrants | — | 1 | — | |||||||||
| Proceeds from shares issued under private placement | 3,272 | 2,150 | — | |||||||||
| Proceeds from Registered Direct Offering | 15,000 | — | 5,338 | |||||||||
| Proceeds from shares issued under ATM and Committed Purchase Agreement | 12,631 | — | 682 | |||||||||
| Share issuance costs | (3,615 | ) | — | (20 | ) | |||||||
| Put right issuance costs | - | — | — | |||||||||
| Repayment of lease liability | (381 | ) | (47 | ) | (40 | ) | ||||||
| Payments on external debt | (275 | ) | — | — | ||||||||
| Deferred financing costs | (250 | ) | — | — | ||||||||
| Loan termination fee | (500 | ) | — | — | ||||||||
| Shares from RSU distribution | — | — | 8 | |||||||||
| Net cash provided by financing activities | 25,882 | 2,104 | 5,968 | |||||||||
| Decrease in cash, cash equivalents, restricted during period | (984 | ) | (3,358 | ) | (5,517 | ) | ||||||
| Cash and cash equivalents at beginning of period | 1,670 | 5,028 | 10,545 | |||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 686 | $ | 1,670 | $ | 5,028 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-7
ALPHA COMPUTE CORP
Consolidated Statements of Cash Flows (Cont’d)
(U.S. Dollars in thousands)
| Years Ended March 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Supplemental disclosure of cash flow information: | ||||||||||||
| Cash paid for interest | $ | 54 | $ | 3 | $ | 30 | ||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||||||
| Exchange of Stimunity Convertible Note for Stimunity shares at fair value | $ | — | $ | — | $ | 429 | ||||||
| Capital expenditures included in accounts payable | $ | 333 | $ | — | $ | — | ||||||
| Right-of-use asset acquired | $ | 516 | $ | — | $ | 87 | ||||||
| Lease liability incurred | $ | 516 | $ | — | $ | 87 | ||||||
| Contribution of digital assets | $ | 1,802 | $ | — | $ | — | ||||||
| Contribution of stablecoin | $ | 5,421 | $ | — | $ | — | ||||||
| Contribution of digital assets receivable | $ | 9,016 | $ | — | $ | — | ||||||
| Contribution of stablecoin receivable | $ | 15,000 | $ | — | $ | — | ||||||
| Value of shares used to purchase interest in Compedica | $ | 5,000 | $ | — | $ | — | ||||||
| Treasury stock obtained in exchange for return of investment interest to Compedica | $ | 20 | $ | — | $ | — | ||||||
| Put rights issued to investors | $ | 18,150 | $ | — | $ | — | ||||||
| Share issuance costs settled in Company stock | $ | 1,087 | $ | — | $ | — | ||||||
| Share issuance costs settled in warrants on the Company's stock | $ | 1,123 | $ | — | $ | — | ||||||
| Settlement of put right liability using stablecoin receivable | $ | 15,000 | $ | — | $ | — | ||||||
| Exercise of put rights | $ | 2,920 | $ | — | $ | — | ||||||
| Settlement of put right liability using digital asset receivables | $ | 1,130 | $ | — | $ | — | ||||||
| Receipt of digital assets receivable, TON tokens | $ | 6,667 | $ | — | $ | — | ||||||
| Stablecoin used to purchase digital assets | $ | 3,008 | $ | — | $ | — | ||||||
| Sale of digital assets settled in stablecoin | $ | 21 | $ | — | $ | — | ||||||
| Exchange of Bitcoin for TON tokens | $ | 425 | $ | — | $ | — | ||||||
| External debt proceeds received in stablecoin | $ | 2,100 | $ | — | $ | — | ||||||
| Payments on external debt using digital assets | $ | 1,825 | $ | — | $ | — | ||||||
| Non-cash operating activities: | ||||||||||||
| Prepaid expenses obtained in exchange for stablecoin | $ | 1,311 | $ | — | $ | — | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 1. NATURE OF OPERATIONS
Alpha Compute Corp (the “Company” or “Alpha Compute”, formerly known as Portage Biotech, Inc. and AlphaTON Capital Corp) is incorporated in the British Virgin Islands (“BVI”) with its registered office located at Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, BVI. Its USA agent, Portage Development Services Inc. (“PDS”), is located at 59 Wilton Road, Westport, CT, 06880, USA.
The Company is a foreign private issuer under the Securities and Exchange Commission (the “SEC”) rules. It is also a reporting issuer under the securities legislation of the provinces of Ontario and British Columbia. Its ordinary shares were listed on the Canadian Securities Exchange (“CSE”) under the symbol “PBT.U”. On February 25, 2021, the ordinary shares of the Company began trading on the Nasdaq Capital Market (“Nasdaq”) under the symbol “PRTG”. As the principal market for the Company’s ordinary shares is Nasdaq, the Company voluntarily delisted from the CSE on April 23, 2021. On September 4, 2025, in connection with the change in the legal name of the Company to AlphaTON Capital Corp effective on August 11, 2025, the Nasdaq ticker symbol of the Company’s ordinary shares was changed to “ATON”. On April 21, 2026, in connection with the change in the legal name of the Company to Alpha Compute Corp effective on April 14, 2026, the Nasdaq ticker symbol of the Company’s ordinary shares was changed to “ALP”.
The Company
Alpha Compute Corp. ("Alpha Compute," "we," "us," "our," or the "Company") is a technology company focused on the acquisition, deployment, and leasing of high-performance graphics processing units ("GPUs") in data center facilities to power artificial intelligence ("AI") workloads, with a particular emphasis on confidential compute. The Company operates GPU infrastructure in North America and Europe and provides GPU-as-a-Service ("GPUaaS") and AI Confidential Compute solutions to enterprise customers, technology companies, AI research laboratories, and decentralized AI ecosystems.
Beginning in late 2025, the Company commenced acquisition and installation of NVIDIA GPU hardware, including H200, B200, and B300 processors, in third-party data center facilities. In April 2026, the Company formally rebranded to Alpha Compute Corp. and changed its Nasdaq ticker from ATON to ALP to reflect the completion of this strategic transition. The Company retains a residual position in TON digital assets from its previous focus as a digital asset treasury company, but this legacy segment is no longer the primary focus of operations.
GPU-as-a-Service (GPUaaS)
The Company's primary revenue model consists of acquiring and leasing NVIDIA GPU hardware and leasing compute capacity to enterprise customers under multi-year off-take agreements. The Company earns revenue based on contracted lease rates and capacity utilization.
The Company's first large-scale deployment, designated ALPHA-01, consists of 504 NVIDIA B200 GPUs co-located in a hydroelectric-powered Canadian data center. ALPHA-01 became fully operational in May 2026 and is subject to a two-year, $32.2 million compute off-take lease with a leading frontier AI research laboratory, representing $16.1 million in annual contracted revenue. A second cluster, ALPHA-02, comprising 576 NVIDIA B300 GPUs, is planned for deployment in a hydroelectric-powered Swedish data center and is targeted for commercial launch in the third quarter of calendar year 2026.
AI Confidential Computing
Confidential computing is a hardware-level security paradigm that enables computation on sensitive data within a protected, hardware-enforced trusted execution environment ("TEE"), such that the data and the AI model remain encrypted and inaccessible even to the infrastructure operator. The Company and its partners have together developed and deployed a proprietary software stack that enables confidential AI workloads to be processed on Telegram’s Cocoon AI protocol via NVIDIA Blackwell-generation GPU hardware.
The Company believes confidential computing represents the highest-growth, highest-value segment within the AI infrastructure market, driven by stringent data privacy requirements across healthcare, financial services, government, defense, and decentralized AI applications. The convergence of the EU AI Act (effective 2026), updated FedRAMP 20x requirements, and various national data sovereignty mandates is creating a structural and mandatory procurement cycle for privacy-preserving AI infrastructure.
Sovereign AI Infrastructure
The Company targets enterprise clients, government entities, and regulated industries seeking AI compute capacity that does not require surrendering data sovereignty to hyperscale cloud providers. The Company offers co-location and dedicated GPU deployment arrangements designed to satisfy data residency requirements and regulatory mandates, including in jurisdictions with strict cross-border data transfer restrictions.
In conjunction with its infrastructure buildout, the Company has announced plans to establish a U.S. Government Contracting entity, projected to launch in the third quarter of calendar year 2026, to pursue federal government AI compute procurement opportunities including those arising from FedRAMP compliance requirements.
| F-7 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 1. NATURE OF OPERATIONS (Cont’d)
Alpha Compute Capital
The Company has announced the launch of "Alpha Compute Capital," a financing division designed to structure and fund AI GPU Special Purpose Vehicles ("SPVs") and related financial products. Alpha Compute Capital is intended to enable the Company to expand GPU deployment capacity using non-recourse, asset-backed financing facilities, thereby reducing dilution to existing shareholders and accelerating infrastructure growth.
Digital Asset Business
The Company launched a digital asset treasury business in September 2025 focused on TON blockchain and the Telegram ecosystem. In November 2025, the Company began deploying Nvidia GPUs to Telegram’s proprietary AI protocol, Cocoon. Cocoon is Telegram's Confidential Compute Open Network — a decentralized AI infrastructure project built around the TON ecosystem. In response to market trends in the digital asset space and opportunities in AI infrastructure, in early 2026 the Company completed a strategic pivot and rebranded as Alpha Compute Corp. to reflect that its primary focus had shifted to AI compute infrastructure. This transition included the establishment of GPU procurement and data center deployment capabilities, and the development of a proprietary confidential computing software stack.
While investing in digital assets, staking digital assets, and operating blockchain infrastructure is no longer a core focus of the Company, it will continue to maintain some exposure to TON and other digital assets. By deploying GPU hardware to Telegram’s Cocoon protocol, the Company will continue to earn TON tokens, and through its May 2026 acquisition of GaMee, the Company has exposure to the broader Telegram ecosystem and large userbase. However, TON tokens earned from Cocoon will generally be used for operating and capital expenditures for the AI infrastructure business line, rather than held for long-term investment.
The remaining locked TON tokens on the Company’s balance sheet are mostly in the process of being returned to investors per their put rights granted as part of the September 2025 PIPE transaction, with two additional outstanding put rights exercised on June 22, 2026. One remaining investor has not exercised his put right on $0.2 million locked TON contributed.
Legacy Immuno-oncology Business
Prior to September 2025, Alpha Compute (under the name Portage Biotech) primarily operated as a clinical-stage immuno-oncology company advancing treatments the Company believes will be first-in class therapies that target known checkpoint resistance pathways to improve long-term treatment response and quality of life in patients with invasive cancers. Alpha Compute’s access to next-generation technologies coupled with a deep understanding of biological mechanisms enables the identification of clinical therapies and product development strategies that accelerate these medicines through the translational pipeline. After a review of the Company’s future funding needs for clinical development of its programs as well as the capital raising market for biotechnology companies, the Company discontinued the Company sponsored trial for the invariant natural killer T-cell (“iNKT”) program and pause further patient accrual to the Company sponsored adenosine trial for both PORT-6 and PORT-7.
In March 2025, we resumed patient enrollment into the final dose-escalation cohort of TT-10 (PORT-6) under the Phase 1a TT-10-101 (ADPORT-601) clinical trial, following an earlier pause related to funding constraints. That decision reflected the favorable safety and preliminary activity signals seen in earlier dose cohorts. Dosing in that final cohort is now underway, with the last dose-escalation patient currently being treated. In April 2025, we reported confirmatory preclinical results for our TT-4 (PORT-7) compound in mesothelioma, supporting advancement of that indication. Under the trial protocol, TT-4 dosing follows completion of the TT-10 dose-escalation cohort, and we are now preparing to enroll patients onto TT-4.
On November 12, 2025, Alpha Compute and Cyncado announced a non-binding Letter of Intent with Australia’s Asbestos and Dust Diseases Research Institute (“ADDRI”) to conduct an ADDRI-sponsored investigator-initiated clinical trial of TT-4 in mesothelioma in Australia. The planned trial is expected to enroll approximately 50 patients, will be led by A/Prof Steven Kao and Dr. Melvin Chin, and is intended to run in parallel with Cyncado’s planned U.S. mesothelioma activities, subject to execution of a definitive agreement and customary regulatory approvals. Under the contemplated arrangement, Cyncado will supply TT-4 and limited support as part of an international mesothelioma program designed to accelerate decision-quality clinical data generation.
Reverse Stock Split
The Company’s Board of Directors (the “Board”) approved a reverse stock split of its ordinary shares at a ratio of 1-for-20. Beginning with the opening of trading on August 15, 2024, the Company’s ordinary shares began trading on Nasdaq on a split-adjusted basis.
The reverse stock split was implemented to increase the per share trading price of the Company’s ordinary shares for the purpose of ensuring a share price high enough to comply with the minimum $1.00 bid price requirement for continued listing on Nasdaq. The Company received notice from Nasdaq on August 30, 2024 informing the Company that it had regained compliance with the minimum $1.00 bid price requirement for continued listing on Nasdaq.
| F-8 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 1. NATURE OF OPERATIONS (Cont’d)
As a result of the reverse stock split, every twenty (20) pre-split ordinary shares were converted into one (1) post-split ordinary share. Any fractional shares resulting from the reverse stock split were rounded up to the nearest whole post-split ordinary share. The reverse stock split affected all shareholders uniformly and did not alter any shareholder’s percentage interest in the Company’s ordinary shares, except for adjustments that may result from the treatment of fractional shares. All outstanding options and warrants entitling their holders to purchase the Company’s ordinary shares were adjusted as a result of the reverse stock split, in accordance with the terms of each such security. In addition, the number of ordinary shares reserved for future issuance pursuant to the Company’s equity incentive plans were also appropriately adjusted. The number of authorized ordinary shares was not proportionately reduced because the Company has an unlimited number of authorized ordinary shares available for issuance, as permitted under the laws of the British Virgin Islands.
All share and per share information included in the consolidated financial statements have been retroactively adjusted to reflect the impact of the reverse stock split as if the stock split occurred at the beginning of the periods presented. The shares of ordinary shares authorized remained at an unlimited number of ordinary shares without par value.
NOTE 2. GOING CONCERN
The accompanying consolidated financial statements for the fiscal year ended March 31, 2026 have been prepared on a basis that assumes that we will continue as a going concern and that contemplates the continuity of operations, the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Accordingly, the accompanying consolidated financial statements for the fiscal year ended March 31, 2026 do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might result from the outcome of this uncertainty.
As of March 31, 2026, the Company had cash, cash equivalents, and restricted cash of approximately $0.7 million and total current liabilities of approximately $12.7 million. For the year ended March 31, 2026, the Company is reporting a net loss of approximately $38.6 million, and cash used in operating activities of approximately $20.5 million.
In late Fiscal 2024, because of continued liquidity constraints, the Company discontinued further clinical development of its iNKT sponsored trial and pause further patient accrual to its sponsored adenosine program for both PORT-6 and PORT-7. During the fiscal year ended March 31, 2026, the Company changed its operating strategy to focus on developing the Telegram ecosystem and managing a strategic reserve of digital assets, primarily the TON token, and received funding via a private placement in the form of both cash and digital assets. While this and subsequent equity raises including a registered direct offering on January 13, 2026 are a positive factor the Company is continuing to explore financing options including its at-the-market (“ATM”) equity program and other financings.
Despite the Company successfully raising capital via a private placement of shares and a registered direct offering in September 2025 and January 2026, respectively, and successfully raising additional funds through its ATM program, the Company’s cash and cash equivalents balance is decreasing, and the Company did not generate positive cash flows from operations for the fiscal years ended March 31, 2026 and 2025. Additionally, a portion of the Company’s digital asset balance may be subject to significant price fluctuations, is restricted for immediate use, or both and therefore may not be relied upon to fund current obligations as they come due. These factors raise significant doubt about the Company’s ability to continue as a going concern within one year after the date issuance of these consolidated financial statements.
The Company has incurred significant operating losses since inception and expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. The losses result primarily from its conduct of research and development activities and operating expenses. As previously discussed, the Company has discontinued its iNKT sponsored trial and paused further patient accrual to the Company sponsored adenosine program in order to preserve cash resources.
The Company historically has funded its operations principally from proceeds from issuances of equity and debt securities. The Company will require significant additional capital to make the investments it needs to execute its new Telegram ecosystem and new digital asset strategies, beyond the potential proceeds that could be reasonably generated from its ATM program. The Company’s ability to successfully raise sufficient funds through the sale of debt or equity securities when needed is subject to many risks and uncertainties and, future equity issuances would result in dilution to existing shareholders and any future debt securities may contain covenants that limit the Company's operations or ability to enter into certain transactions. See Note 16, “Capital Stock and Reserves,” for a further discussion.
As of July 13, 2026, the Company had approximately $10.3 million of cash, cash equivalents, and restricted cash on hand, which the Company expects may not be sufficient to fund its operating needs through FYE in March 2027. The Company projects cash flow needs of approximately $25.0 million between now and FYE 2027, exceeding cash, cash equivalents, and restricted cash on hand. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the issuance of these consolidated financial statements. There were no adjustments made to reflect the effect of this doubt.
NOTE 3. BASIS OF PRESENTATION
Statement of Compliance and Basis of Presentation
These consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”), and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).
| F-9 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 3. BASIS OF PRESENTATION (Cont’d)
These consolidated financial statements have been prepared on an historical cost basis except for items disclosed herein at fair value (see Note 21, “Financial Instruments and Risk Management”). In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
The Company has two reportable operating segments, Digital & Compute and Immuno-Oncology.
These consolidated financial statements were approved and authorized for issuance by the Audit Committee (the “Audit Committee”) of the Board on July 15, 2026.
Consolidation
The consolidated financial statements include the accounts of the Company and:
(a) SalvaRx, a wholly-owned subsidiary, incorporated on May 6, 2015 in the British Virgin Islands;
(b) iOx, a wholly-owned subsidiary incorporated in the U.K. on February 10, 2015. In September 2021, the Company, through SalvaRx, exchanged certain notes, accrued interest, warrants and receivables in exchange for shares of iOx representing 17.83% of the outstanding shares of iOx. As a result of this exchange, the Company, through SalvaRx, increased its ownership of iOx from 60.49% to 78.32%. On July 18, 2022, the Company purchased the remaining non-controlling interest of iOx. The Company’s 44% interest in Stimunity S.A. (“Stimunity”) was transferred from Alpha Compute to iOx in December 2023 and was increased to 48.9% upon the conversion of the convertible note to equity. On December 3, 2025, the Company agreed to sell back our 48.9% interest back to Stimunity for a token consideration of 1 EUR in order to facilitate an orderly wind-down of Stimunity;
(c) Saugatuck, a 70% owned subsidiary incorporated in the British Virgin Islands;
(d) Tarus Therapeutic Holdings Ltd., a wholly-owned subsidiary incorporated in the British Virgin Islands;
(e) PDS, a 100% owned subsidiary incorporated in Delaware, which provides human resources, and other services to each operating subsidiary via a shared services agreement;
(f) SalvaRx LLC, a wholly-owned subsidiary through SalvaRx incorporated in Delaware;
(g) Saugatuck Rx LLC, a wholly-owned subsidiary of Saugatuck incorporated in Delaware; and
(h) Tarus Therapeutics, LLC (“Tarus”), a wholly-owned subsidiary of Alpha Compute incorporated in Delaware.
All inter-company balances and transactions have been eliminated in consolidation.
Non-controlling interest in the equity of a subsidiary is accounted for and reported as a component of shareholders’ equity. As of March 31, 2026, non-controlling interest represents the 30% shareholder ownership interest in Saugatuck and subsidiary, which is consolidated by the Company.
Functional and Presentation Currency
The Company’s functional and presentation currency is the U.S. Dollar.
Use of Estimates and Judgments
The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
Significant areas where estimates are made include valuation of financial instruments, deferred tax assets and liabilities, warrant liabilities, digital assets, put right liabilities, and measurement of share-based compensation. Significant areas where critical judgments are applied include warrant liabilities, put right liabilities, and digital asset valuation with respect to discounts for lack of marketability.
Transactions with Non-controlling Interests
Changes in the Company’s ownership interest in a subsidiary corporation that do not result in a loss of control over the subsidiary corporation are accounted for as transactions with equity owners of the Company. Any difference between the change in the carrying amounts of the non-controlling interest and the fair value of the consideration paid or received is recognized within equity attributable to the equity holders of the Company.
| F-10 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 4. SIGNIFICANT ACCOUNTING POLICIES
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, which have, in management's opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:
Financial Instruments
i) Financial Assets
Classification
Upon the initial recognition of financial assets, the financial assets are classified as one of the following measurement methodologies: (a) amortized cost, (b) fair value through other comprehensive income (“FVTOCI”), or (c) fair value through profit or loss (“FVTPL”). Subsequent measurement will be based on the initial classification of the financial assets.
The classification of a financial asset at initial recognition depends on the Company's business model for managing the financial asset and the financial asset's contractual cash flow characteristics.
In order for a financial asset to be measured at amortized cost or fair value through other comprehensive income (“OCI”), it needs to give rise to cash flows that are solely payments of principal and interest (“SPPI”) on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.
The Company's business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.
Measurement
For purposes of subsequent measurement, financial assets are classified in three categories:
| • | Financial assets at amortized cost (debt instruments); |
| • | Financial assets at FVTOCI (equity instruments); and |
| • | Financial assets at FVTPL. |
Financial Assets at Amortized Cost (Debt Instruments)
The Company measures financial assets at amortized cost if both of the following conditions are met:
| • | The financial asset is held within a business model with the objective of holding the financial asset in order to collect contractual cash flows; and |
| • | The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
Financial assets at amortized cost are subsequently measured using the effective interest rate method and are subject to a period impairment review. Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired.
The Company's financial assets classified at amortized cost includes accounts receivable, stablecoin, and prepaid expenses and other receivables.
Financial Assets designated at Fair Value through OCI (Equity Instruments)
Upon initial recognition, the Company can elect to classify irrevocably its equity investments as equity instruments designated at FVTOCI when they meet the definition of equity under IAS 32, “Financial Instruments: Presentation,” and are not held for trading. The classification is determined on an instrument-by-instrument basis.
| F-11 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 4. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognized as other income in the statement of profit or loss when the right of payment has been established, except when the Company benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment.
The Company irrevocably elected to classify its investment in Intensity as FVTOCI. During the year ended March 31, 2024, the Company sold 100% of its investment in Intensity for proceeds of $2.812 million and recognized a gain of $0.725 million.
Financial Assets at Fair Value through Profit or Loss
Financial assets at FVTPL include financial assets held for trading, financial assets designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedging instruments. Financial assets with cash flows that are not solely payments of principal and interest are classified and measured FVTPL, irrespective of the business model.
Financial assets at fair value through profit or loss are carried in the consolidated statements of financial position at fair value with net changes in fair value recognized in the statement of profit or loss. The investments in associate (Stimunity and Compedica) and the Stimunity Convertible Note receivable are accounted for as FVTPL.
ii) Financial Liabilities
The Company’s financial liabilities include accounts payable and accrued liabilities, which approximate fair value due to their short maturity, lease liability, warrant liability, put right liability and TON payable to settle put rights exercised.
Warrant Liability
Warrant liabilities are initially measured at fair value on the date of issuance. After initial recognition, the warrant liabilities are remeasured at fair value at each reporting period, with changes in fair value recognized through the consolidated statement of operations and other comprehensive loss in accordance with IFRS 9 “Financial Instruments.” When the Company issues equity instruments to extinguish all or part of the liability, a gain or loss is recognized in the consolidated statement of operations and other comprehensive loss, which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instruments issued. Liability classified warrants are accounted for in accordance with IFRS 9 and IFRS 13 “Fair Value Measurement,” where the terms of the instruments do not meet the criteria for classification as equity under IAS 32 “Financial Instruments: Presentation.” See Note 11, “Warrant Liability” for a further discussion.
Impairment of Financial Assets and Intangible Assets
IFRS 9, “Financial Instruments,” requires the Company to recognize an allowance for expected credit losses ("ECLs") for all debt instruments and investments not held at fair value through profit or loss and contract assets. For intangible assets, at the end of each reporting period and whenever there is an indication that the intangible asset may be impaired, the Company reviews the carrying amounts of its intangible assets to determine whether there is any indication that those assets have suffered an impairment loss.
At the end of each reporting period, the Company assesses whether there was objective evidence that a financial asset was impaired. The Company recognizes an allowance for ECLs for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
| F-12 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 4. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
Cash, Cash Equivalents, and Restricted Cash
Cash and cash equivalents comprise cash in readily available checking accounts and amounts invested in underlying Treasury and money market funds that are readily convertible to a known amount of cash within three months or less from date of acquisition and are subject to an insignificant risk of change in value. The carrying amounts approximate fair value due to the short maturities of these instruments. The Company maintains most of its bank accounts in the United States ("U.S."). As of March 31, 2026 and 2025, cash equivalents was comprised of a money market account with maturities less than 90 days from the date of purchase. Interest income earned on such investments totaled $0.1 million, $0.1 million and $0.2 million in the years ended March 31, 2026, 2025 and 2024, respectively.
As of March 31, 2026, the Company had $0.2 million in cash considered restricted for use and is held as collateral for the Company’s credit card balance with Silicon Valley Bank. No cash was restricted for use as of March 31, 2025.
Impairment of Property, Plant, and Equipment and Indefinite Life Intangible Assets other than Goodwill
At the end of each annual reporting period and whenever there is an indication that its property, plant and equipment and indefinite life intangible assets may be impaired, the Company reviews the carrying amounts of such tangible intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of impairment loss (if any). When it is not possible to estimate the recoverable amount of any individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units ("CGU" or "CGUs"), or the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
Share-based Payments
The Company determines the fair value of share-based payments granted to directors, officers, employees and consultants using the Black-Scholes option-pricing model at the grant date. Assumptions for the Black-Scholes model are determined as follows:
| • | Expected Volatility. The expected volatility rate used to value share option grants is based on the Company’s historical volatility. |
| • | Expected Term. The Company used historical experience. |
| • | Risk-free Interest Rate. The risk-free interest rate assumption was based on zero-coupon U.S. Treasury instruments that had terms consistent with the expected term of the Company's share option grants. |
| • | Expected Dividend Yield. The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. |
Share-based payments to employees, officers and directors are recorded and reflected as an expense over the vesting period with a corresponding increase in the share option reserve. On exercise, the associated amounts previously recorded in the share option reserve are transferred to common share capital.
Loss Per Share
Basic loss per share is calculated by dividing net loss (the numerator) by the weighted average number of ordinary shares outstanding (the denominator) during the period. Diluted loss per share reflects the dilution that would occur if outstanding share options and share purchase warrants were exercised into ordinary shares using the treasury stock method and convertible debt instruments were converted into ordinary shares using the if-converted method. Diluted loss per share is calculated by dividing net loss applicable to ordinary shares by the sum of the weighted average number of ordinary shares outstanding and all additional ordinary shares that would have been outstanding if potentially dilutive ordinary shares had been issued. The share and per share information has been retroactively adjusted to reflect the impact of the stock dividend.
| F-13 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 4. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
The inclusion of the Company's share options, restricted stock units and share purchase warrants in the computation of diluted loss per share would have an anti-dilutive effect on loss per share and are therefore excluded from the computation. Consequently, there is no difference between basic loss per share and diluted loss per share for the years ended March 31, 2026, 2025, and 2024. The following table reflects the outstanding securities by year that would have an anti-dilutive effect on loss per share, and accordingly, were excluded from the calculation (see Note 19, “Loss Per Share”).
| Schedule of anti-dilutive effect on loss per share | ||||||||||||
| March 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Warrants | 1,531,581 | 481,581 | 481,581 | |||||||||
| Share options | 2,246,507 | 225,117 | 90,281 | |||||||||
| Restricted stock units | 1,241,334 | 5,410 | 18,467 | |||||||||
Investment in Public Company
The investment is comprised of shares of private/public companies that have been acquired through a private placement. The investment is initially recorded at fair value. Following acquisition, the Company evaluates whether control or significant influence is exerted by the Company over the affairs of the investee company. Based on the evaluation, the Company accounts for the investment using either the consolidation, equity accounting or fair value method. The Company sold the entire investment in Fiscal 2024.
Investment in Associate
An associate is an entity over which the Company has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. The investment in associate was written down to nil as of March 31, 2024.
The results and assets and liabilities of associates are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment, or a portion thereof, is classified as held for sale, in which case it is accounted for in accordance with IFRS 5, “Non-current Assets Held for Sale and Discontinued Operations”. Under the equity method, an investment in an associate is initially recognized in the consolidated statement of financial position at cost from the date the investee becomes an associate and adjusted thereafter to recognize the Company's share of the profit or loss and other comprehensive income of the associate. When the Company's share of losses of an associate exceed the Company's interest in that associate (which includes any long-term interests that, in substance, form part of the Company's net investment in the associate), the Company discontinues recognizing its share of further losses. Additional losses are recognized only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate.
After application of the equity method, the Company determines whether it is necessary to recognize an impairment loss on its investment in its associate. At each reporting date, the Company determines whether there is objective evidence that the investment in the associate is impaired. If there is such evidence, the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value, and then recognizes the loss within 'share of (loss) income in associate' in the consolidated statements of operations. With respect to its investment in Compedica, the Company recognized a loss on impairment of $4.8 million as of September 30, 2025 due to the Company’s loss of significant influence over the operations of Compedica.
Research and Development Expenses
(i) Research and Development
Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is expensed as incurred.
Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditures are capitalized only if development costs can be measured reliably, the product or process is technically, and commercially feasible, future economic benefits are probable, and the Company intends to and has sufficient resources to complete development and to use or sell the asset. Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortization. Amortization of the asset begins when development is complete and the asset is available for use. It is amortized over the period of expected future benefit. During the period of development, the asset is tested for impairment annually.
Research and development expenses include all direct and indirect operating expenses supporting the products in development.
| F-14 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 4. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
(ii) Subsequent Expenditure
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditures are recognized in income or loss as incurred.
(iii) Clinical Trial Expenses
Clinical trial expenses are a component of the Company's research and development costs. These expenses include fees paid to contract research organizations, clinical sites, and other organizations who conduct development activities on the Company's behalf. The amount of clinical trial expenses recognized in a period related to clinical agreements is based on estimates of the work performed using an accrual basis of accounting. These estimates incorporate factors such as patient enrollment, services provided, contractual terms, and prior experience with similar contracts.
Contingent Liability
A provision in accordance with IAS 37 “Provisions, Contingent Liabilities and Contingent Assets,” is recognized when the Company has a present (legal or constructive) obligation as a result of a past event and it is probable that economic resources shall be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects that some or all of the expense will be reimbursed to it, such as in an insurance contract, the repayment will be recognized as a separate asset, only when it is highly likely that the asset will be received. The expense will be recognized in profit and loss net of the portion reimbursed.
Determination of Fair Value
A number of the Company's accounting policies and disclosures required the determination of fair value, both for financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. When applicable, further information about the assumptions made in determining fair values is disclosed in Note 15, “Financial Instruments and Risk Management” and other footnotes that specifically relate to assets or liabilities measured at fair value.
Income Tax
The Company uses the asset and liability method to account for income taxes. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities for accounting purposes, and their respective tax bases.
Deferred income tax assets and liabilities are measured using tax rates that have been enacted or substantively enacted and applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in statutory tax rates is recognized in profit or loss in the year of change. Deferred income tax assets are recorded when their recoverability is considered probable and are reviewed at the end of each reporting period.
Stablecoin
The Company accounts for its stablecoins, which are comprised of USDC and USDT, as in accordance with IAS 9 “Financial Instruments”. The Company’s stablecoins are initially recorded at cost, and are contractually redeemable for fiat currency on demand or pegged 1:1 to the value of one U.S. dollar. The Company determines the fair value of its stablecoins, which is at par with the U.S. dollar, in accordance with IFRS 13 “Fair Value Measurement” based on the quoted (unadjusted) prices on the active exchange that the Company has determined is its principal market for the stablecoins (Level 1 inputs). Our primary custodian of stablecoins is BitGo, and the associated costs are expensed as incurred. Stablecoins are held for use in business operations and not for the purpose of potential asset appreciation and is therefore classified as a current asset within the consolidated statements of financial position. When the Company does not have possession, control, or the right to derive substantially all of the economic benefits of ownership of stablecoin the Company has title to, the stablecoin is classified as a stablecoin receivable within the consolidated statements of financial position. Stablecoin and stablecoin receivables qualify as financial instruments due to their high level of liquidity, rights to redeem directly with the issuer, and their backing by high quality reserve assets not subject to significant price fluctuations.
| F-15 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 4. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
Digital Assets
The Company accounts for its digital assets, which are comprised of TON, as indefinite-lived intangible assets in accordance with IAS 38 “Intangible Assets”. The Company’s digital assets are initially recorded at cost. Subsequently, digital assets are remeasured at fair value as of each reporting period, adjusted by discounts for lack of marketability for tokens restricted for use. The Company determines the fair value of its liquid digital assets in accordance with IFRS 13 “Fair Value Measurement”, based on quoted (unadjusted) prices on the active exchange that the Company has determined is its principal market for the digital assets (Level 1 inputs). For locked digital assets which are not immediately tradable, the Company applies a lack of marketability discount to quoted prices to calculate fair value (Level 3 input). Our primary custodian of digital assets is BitGo, and the associated costs are expensed as incurred. When the Company does not have possession, control, or the right to derive substantially all of the economic benefits of ownership of digital assets the Company has title to, the digital assets are classified as digital assets receivable within the consolidated statements of financial position.
Increases in fair value, to the extent they do not constitute reversals of previous decreases in fair value, are recognized in the Company's Consolidated Statements of Operations and Comprehensive Income (Loss), within “Unrealized gain on digital assets” within Other comprehensive income, with accumulated unrealized gains recognized on the Consolidated Statements of Financial Position within Accumulated other comprehensive income. Decreases in fair value, to the extent they do not constitute reversals of previous increases in fair value, are recognized as incurred in the Company's Consolidated Statements of Operations and Comprehensive Income (Loss), within “Loss on revaluation of digital assets” within Other expenses. Any losses on revaluation not in excess of previously recognized gains are recognized as decreases to Accumulated other comprehensive income until cost basis exceeds fair value, at which point additional losses are recognized as Other expense. Any gains on revaluation not in excess of previously recognized losses are recognized as Other income until fair value exceeds cost basis, at which point additional gains are recognized as Other comprehensive income. Revaluation gains and losses are recorded by token.
Realized gains, to the extent recognized within Accumulated other comprehensive income, and losses are recognized in the Company's Consolidated Statements of Operations and Comprehensive Income (Loss) within other income (expense).
Digital assets are classified as current or noncurrent assets based on the Company’s intended holding period of the token. If the Company has the intent and ability to hold the token for a period of one year beyond the balance sheet date or if the token is not expected to become liquid within one year of the balance sheet date, the holding is classified as noncurrent. Otherwise, the holding is classified as a current asset.
Revenue from Contracts with Customers
The Company recognizes revenue in accordance with IFRS 15, “Revenue from Contracts with Customers,” which establishes a comprehensive framework for determining whether, how much, and when revenue is recognized. Revenue is recognized to depict the transfer of promised services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services.
The Company’s primary source of revenue is derived from compute offtake agreements, under which customers obtain access to dedicated or shared compute capacity (including processing power, memory, and related infrastructure) for a specified contractual term.
| i) | Identification of performance obligations |
Compute offtake agreements typically provide customers with a stand-ready obligation to make compute capacity continuously available throughout the contract term. The Company has determined that such arrangements generally contain a single performance obligation, being the provision of continuous access to compute services over time.
To the extent that a contract includes multiple services (for example, initial configuration, integration, or distinct ancillary services), the Company assesses whether such services are distinct and should be accounted for as separate performance obligations.
| ii) | Determination of the transaction price |
The transaction price reflects the amount of consideration the Company expects to receive in exchange for transferring promised services to the customer. Consideration under compute offtake agreements is typically fixed based on contracted capacity and term, and is frequently settled in digital assets.
In arrangements where consideration is received in digital assets, such consideration represents non-cash consideration and is measured at fair value at contract inception.
| F-16 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 4. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
Any variability in consideration (such as pricing adjustments, service level credits, or penalties) is estimated using either the expected value or most likely amount method, and included in the transaction price only to the extent that it is highly probable that a significant reversal of revenue will not occur.
| iii) | Allocation of the transaction price |
If a contract contains more than one performance obligation, the transaction price is allocated to each performance obligation based on the relative standalone selling prices of the distinct services at contract inception.
| iv) | Timing of revenue recognition |
Revenue from compute offtake agreements is recognized over time, as the customer simultaneously receives and consumes the benefits of the compute services as they are provided. Progress toward complete satisfaction of the performance obligation is measured on a time-elapsed basis, or another systematic measure that faithfully depicts the pattern of transfer of services to the customer.
Revenue is recognized only when:
| 1. | A valid contract exists; |
| 2. | The Company has transferred control of compute services to the customer; and |
| 3. | Collection of consideration is considered probable. |
Digital assets received from customers is non-cash consideration and is initially measured at fair value at contract inception. Any subsequent changes in the fair value of digital assets held by the Company are accounted for in accordance with the Company’s accounting policy for digital assets, and do not affect the amount of revenue recognized.
Accounts Receivable
Trade receivables are recognized when the Company has an unconditional right to consideration, which generally arises upon the invoicing of compute services or when contractual billing milestones are met. Trade receivables are initially measured at fair value, which is typically equal to the invoiced amount or the fair value of digital assets consideration to be received.
Trade receivables are subsequently measured at amortized cost, as they are held solely for the collection of contractual cash flows (or cash-equivalent consideration). Trade receivables are presented net of any allowance for expected credit losses. To the extent that invoices are settled directly in digital assets prior to the end of the reporting period, no trade receivable is recognized, and the digital asset is recognized in accordance with the applicable accounting policy.
Expected Credit Losses
The Company applies the simplified expected credit loss (ECL) model under IFRS 9, “Financial Instruments.” Under this approach, lifetime expected credit losses are recognized at initial recognition and updated at each reporting date. Expected credit losses are estimated based on:
| · | Historical credit loss experience; |
| · | Current customer payment behavior, including digital asset settlement history; and |
| · | Forward-looking information that is relevant to customer credit risk. |
Trade receivables are written off when there is no reasonable expectation of recovery.
Property, Plant, and Equipment
The Company accounts for property, plant and equipment in accordance with IAS 16, “Property, Plant and Equipment.” The Company’s property, plant and equipment consist solely of GPUs used in the provision of compute services under compute offtake agreements. GPUs are recognized as property, plant and equipment when:
| · | It is probable that future economic benefits associated with the asset will flow to the Company; and |
| F-17 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 4. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
| · | The cost of the asset can be measured reliably. |
GPUs are initially measured at cost, which includes:
| · | The purchase price, net of discounts or rebates; |
| · | Non-refundable taxes and duties; |
| · | Directly attributable costs necessary to bring the GPUs to the location and condition necessary for them to be capable of operating as intended by management (including transportation, installation, testing, and configuration costs); and |
| · | Any other expenditures directly attributable to preparing the GPUs for their intended use. |
Costs incurred after GPUs are capable of operating as intended are expensed as incurred, unless they meet the criteria for capitalization under IAS 16.
Following initial recognition, GPUs are carried at cost less accumulated depreciation and accumulated impairment losses. The Company applies the cost model to all classes of property, plant and equipment. GPUs are depreciated on a straight-line basis over their estimated useful lives, beginning when the assets are available for use, which is when they are installed and ready for their intended operating condition. Management estimates the useful lives and residual values of GPUs based on expected technological obsolescence, performance degradation, and expected usage patterns. Useful lives and residual values are reviewed at least annually and adjusted prospectively when warranted.
GPUs are derecognized upon disposal or when no future economic benefits are expected from their use or disposal. Any gain or loss arising on derecognition is recognized in profit or loss and represents the difference between the proceeds received and the carrying amount of the asset.
Deposits paid to suppliers for the future purchase of GPUs are recognized as prepayments or other non-current assets, depending on the expected delivery date, and are not depreciated. Such deposits are initially measured at the amount paid and reassessed at each reporting date to determine whether there is objective evidence that the deposit may be impaired, including supplier non-performance or changes in expected delivery terms. Upon delivery and acceptance of the GPUs, deposits are reclassified to property, plant and equipment as part of the cost of the related GPUs. If a purchase contract is terminated or delivery becomes improbable, the deposit is written down to its recoverable amount, with any impairment recognized in profit or loss.
Recent Accounting Pronouncements
IFRS Pronouncements Issued
Impact of Adoption of Significant New IFRS Standards in Fiscal 2026
(a) Amendments to IAS 21: The Effects of Changes in Foreign Exchange Rates
In August 2023, the IASB amended IAS 21, “The Effects of Changes in Foreign Exchange Rates” (“IAS 21”) to clarify when a currency is exchangeable into another currency and how a company estimates a spot rate when a currency lacks exchangeability, requiring consistent assessment and disclosure practices for companies. The amendments are effective for annual reporting periods beginning on or after January 1, 2025, with early adoption permitted. However, an entity cannot restate comparative information. The adoption of these amendments did not have a material effect on the Company.
(b) Amendments to IAS 21 – Lack of Exchangeability
An entity is impacted by the amendments to IAS 21, “The Effects of Changes in Foreign Exchange Rates,” when it has a transaction or an operation in a foreign currency that is not exchangeable into another currency at a measurement date for a specified purpose. A currency is exchangeable when there is an ability to obtain the other currency (with a normal administrative delay), and the transaction would take place through a market or exchange mechanism that creates enforceable rights and obligations. The amendments to IAS 21 are effective for annual periods beginning on or after January 1, 2025, unless earlier adopted. The adoption of these amendments did not have a material effect on the Company.
New IFRS Accounting Standards not yet effective
Standards issued but not yet effective up to the date of issuance of the Company’s consolidated financial statements are listed below. This is of standards and interpretations issued, which the Company reasonably expects to be applicable at a future date. The Company intends to adopt this standard when it becomes effective.
| F-18 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 4. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
(a) IAS 18: Presentation and Disclosure in Financial Statements
In April 2024, IFRS 18, “Presentation and Disclosure in Financial Statements” (“IFRS 18”) was issued. IFRS 18 replaces IAS 1 and introduces significant changes to the presentation of financial statements to enhance comparability across entities. The key requirements of the standard include:
| · | Separate reporting of operating, investing, and financing activities in the statement of earnings, with prescribed subtotals for each category. |
| · | Disclosure of management-defined performance measures in a dedicated note within the financial statements. |
The standard is effective for annual reporting periods beginning on or after January 1, 2027, with retrospective application required. The Company intends to assess the impact of IFRS 18 on its consolidated financial statements closer to the effective date. The effect of the new standard, however it may be, will only affect matters of presentation and disclosure.
(b) Amendments to IFRS 9 and IFRS 7
On May 30, 2024, the International Accounting Standards Board (the IASB or the Board) issued Amendments to IFRS 9 and IFRS 7, Amendments to the Classification and Measurement of Financial Instruments. The amendments:
| · | Clarify that a financial liability is derecognized on the “settlement date”, i.e., when the related obligation is discharged or cancelled or expires or the liability otherwise qualifies for derecognition. They also introduce an accounting policy option to derecognize financial liabilities that are settled through an electronic payment system before settlement date if certain conditions are met. |
| · | Clarify how to assess the contractual cash flow characteristics of financial assets that include environmental, social and governance (ESG)-linked features and other similar contingent features. |
| · | Clarify the treatment of non-recourse assets and contractually linked instruments (CLI).’ |
| · | Require additional disclosures in IFRS 7 for financial assets and liabilities with contractual terms that reference a contingent event (including those that are ESG-linked), and equity instruments classified at fair value through other comprehensive income (FVTOCI). |
The standard is effective for annual reporting periods beginning on or after January 1, 2026, with retrospective application required. The Company intends to assess the impact of the Amendments to IFRS 9 and IFRS 7 on its consolidated financial statements closer to the effective date.
NOTE 5. PREPAID EXPENSES, OTHER RECEIVABLES, AND OTHER ASSETS
At March 31, 2026 and 2025, prepaid expenses and other receivables were comprised of the following (in thousands):
| Schedule of prepaid expenses and other receivables | ||||||||
| As of | ||||||||
| (In thousands) | March 31, 2026 | March 31, 2025 | ||||||
| Prepaid clinical research costs | $ | — | $ | 192 | ||||
| Prepaid insurance | 595 | 241 | ||||||
| Other prepaid expenses | 567 | 42 | ||||||
| Prepaid investor relations | 534 | — | ||||||
| Tax deposits | 68 | 68 | ||||||
| Prepaid GPU infrastructure costs | — | — | ||||||
| Prepaid GPU leases, short-term | — | — | ||||||
| Other receivables | 220 | 12 | ||||||
| Total prepaid expenses and other receivables | $ | 1,984 | $ | 555 | ||||
As of March 31, 2026, other assets consists of the long-term portion of the prepaid investor relations contract in the amount of $0.7 million and security deposits of $2.6 million.
| F-19 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 6. STABLECOIN
At March 31, 2026 and 2025, the Company’s stablecoin holdings were comprised of the following (in thousands):
| Schedule of stablecoin | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| USDC | $ | — | $ | — | ||||
| USDT | 21 | — | ||||||
| Stablecoin | $ | 21 | $ | — | ||||
The following table summarizes the Company’s stablecoin purchases, contributions, uses in the course of business, and sales for the fiscal year ended March 31, 2026 (in thousands):
| Schedule of stablecoin purchases | ||||||||||||
| For the fiscal year ended | ||||||||||||
| March 31, | ||||||||||||
| 2026 | ||||||||||||
| USDC | USDT | Total | ||||||||||
| Digital asset value as of April 1 | $ | — | $ | — | $ | — | ||||||
| Contribution of Stablecoin | 5,411 | 10 | 5,421 | |||||||||
| Proceeds from sale of digital assets | — | 21 | 21 | |||||||||
| Stablecoin used to settle operating costs | (2,413 | ) | (311 | ) | (2,724 | ) | ||||||
| Stablecoin sold | (2,100 | ) | — | (2,100 | ) | |||||||
| Proceeds from external debt drawdown | 2,100 | — | 2,100 | |||||||||
| Purchases of stablecoin | — | 311 | 311 | |||||||||
| Stablecoin used to purchase digital assets | (2,998 | ) | (10 | ) | (3,008 | ) | ||||||
| Stablecoin value as of March 31 | $ | — | $ | 21 | $ | 21 | ||||||
The Company did not hold or transact stablecoins during the fiscal year ended March 31, 2025.
The Company’s stablecoins are a digital asset intended to maintain a stable value by tracking the U.S. dollar on a 1:1 basis. Stablecoins are held for use in business operations and not for the purpose of potential asset appreciation and is therefore classified as a current asset within the consolidated statements of financial position.
NOTE 7. DIGITAL ASSETS
At March 31, 2026 and 2025, digital assets were comprised of the following (in thousands, except for number of tokens held):
| Schedule of Digital assets | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Approximate number of TON Tokens held | 2,379,165 | — | ||||||
| TON Tokens, fair value (in thousands) | $ | 2,492 | $ | — | ||||
| Digital assets, fair value (in thousands) | $ | 2,492 | $ | — | ||||
At March 31, 2026, digital assets totaling $2.5 million were managed under the Alpha Sigma Capital asset management agreement.
| F-20 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 7. DIGITAL ASSETS (Cont’d)
The following table summarizes the Company’s digital asset purchases, contributions, unrealized gains (losses) on digital assets, sales of digital assets, and other movements for the fiscal year ended March 31, 2026:
| Schedule of digital assets purchases | ||||||||||||
| For the fiscal year ended | ||||||||||||
| March 31, | ||||||||||||
| 2026 | ||||||||||||
| TON | Bitcoin | Total | ||||||||||
| Digital asset value as of April 1 | $ | — | $ | — | $ | — | ||||||
| Contribution of digital assets | 1,382 | 420 | 1,802 | |||||||||
| Unrealized losses on digital assets recognized in Statement of Operations | (1,411 | ) | — | (1,411 | ) | |||||||
| Digital assets sold | (2,921 | ) | — | (2,921 | ) | |||||||
| Payments on external debt using digital assets | (1,825 | ) | — | (1,825 | ) | |||||||
| Digital asset purchases | 3,617 | — | 3,617 | |||||||||
| Receipt of digital assets receivable | 6,667 | — | 6,667 | |||||||||
| Realized (loss) gain on sale of digital assets | (1,705 | ) | 5 | (1,700 | ) | |||||||
| Realized loss on novation of digital assets to investor | (676 | ) | — | (676 | ) | |||||||
| Revenue received in digital assets | 69 | — | 69 | |||||||||
| Tokens used to settle put rights | (1,130 | ) | — | (1,130 | ) | |||||||
| Digital assets exchanged | 425 | (425 | ) | — | ||||||||
| Digital assets transacted | ||||||||||||
| Digital asset value as of March 31 | $ | 2,492 | $ | — | $ | 2,492 | ||||||
The Company did not hold or transact Digital assets during the fiscal year ended March 31, 2025.
The Company valued the TON treasury at $1.22 per liquid token as of March 31, 2026. The Company did not hold digital assets as of March 31, 2025.
The Company has 2,277,108 TON tokens that are locked under vesting contracts at March 31, 2026. The following table summarizes the unlocking schedule of TON tokens currently locked as of March 31, 2026:
| Fiscal 2027 | 1,121,493 | |||
| Fiscal 2028 | 986,077 | |||
| Fiscal 2029 | 169,538 | |||
| total | 2,277,108 |
Of the 2,277,108 locked TON tokens as of March 31, 2026, 336,665 tokens are payable to investors following the exercise the investors’ respective put rights.
The Company valued the TON tokens at $1.04 on average per locked token as of March 31, 2026. The Company did not hold digital assets as of March 31, 2025. The aggregate fair value of locked tokens is computed by taking the number of locked tokens and discounting the month-end spot price by an average of 14.8%. The discount used by management is based on the historical purchases of locked TON management has made on behalf of the Company and Monte Carlo simulation based on estimated volatility during the lockup period (Level 3 inputs). Management monitors this discount percentage and adjusts when appropriate.
The Company’s liquid digital assets are routinely transacted with in the ordinary course of business and are therefore classified as current assets within the consolidated statements of financial position. Locked tokens are classified as current or noncurrent assets within the consolidated statements of financial position based on when the locked tokens vest and become available for use by the Company.
NOTE 8. RECEIVABLES – STABLECOIN AND DIGITAL ASSETS
At March 31, 2026 and 2025, the Company had no Receivables – stablecoin and digital assets.
| F-21 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 8. RECEIVABLES – STABLECOIN AND DIGITAL ASSETS (Cont’d)
The following table summarizes the Company’s movements in Receivables – stablecoin and digital assets for the fiscal year ended March 31, 2026:
| Schedule of movements in Receivables – digital assets | ||||||||||||
| For the year ended | ||||||||||||
| March 31, | ||||||||||||
| 2026 | ||||||||||||
| USD1 | Locked TON | Total | ||||||||||
| Digital asset value as of April 1 | $ | — | $ | — | $ | — | ||||||
| Contribution of digital asset and stablecoin receivables | 15,000 | 9,016 | 24,016 | |||||||||
| Change in fair value of digital assets receivable | — | (2,349 | ) | (2,349 | ) | |||||||
| Receipt of digital asset receivables | (6,667 | ) | (6,667 | ) | ||||||||
| Tokens used to settle put rights | (15,000 | ) | — | (15,000 | ) | |||||||
| Stablecoin value as of September 30 | $ | — | $ | — | $ | — | ||||||
The Company did not hold or transact digital asset or stablecoin receivables during the fiscal year ended March 31, 2025.
NOTE 9. PROPERTY, PLANT, AND EQUIPMENT AND RIGHT-OF-USE ASSETS
The table below presents the carrying value of property, plant, and equipment, equipment deposits, and right-of-use assets (in thousands):
| Schedule of property, plant, and equipment, equipment deposits, and right-of-use assets | ||||||||||||||||
| COST | GPUs | GPU Deposits | Right-of-Use Asset | Total | ||||||||||||
| As of March 31, 2024 | $ | — | $ | — | $ | 84 | $ | 84 | ||||||||
| Fixed asset additions | — | — | — | — | ||||||||||||
| Fixed asset disposals | — | — | (84 | ) | (84 | ) | ||||||||||
| As of March 31, 2025 | $ | — | $ | — | $ | — | $ | — | ||||||||
| Fixed asset additions | 1,373 | 9,308 | 516 | 11,197 | ||||||||||||
| Fixed asset disposals | — | — | — | — | ||||||||||||
| As of March 31, 2026 | $ | 1,373 | $ | 9,308 | $ | 516 | $ | 11,197 | ||||||||
| ACCUMULATED DEPRECIATION | GPUs | GPU Deposits | Right-of-Use Asset | Total | ||||||||||||
| As of March 31, 2024 | $ | — | $ | — | $ | (40 | ) | $ | (40 | ) | ||||||
| Fixed asset depreciation | — | — | (44 | ) | (44 | ) | ||||||||||
| Fixed asset disposals | — | — | 84 | 84 | ||||||||||||
| As of March 31, 2025 | $ | — | $ | — | $ | — | $ | — | ||||||||
| Fixed asset depreciation | (90 | ) | — | (103 | ) | (193 | ) | |||||||||
| Fixed asset disposals | — | — | — | — | ||||||||||||
| As of March 31, 2026 | $ | (90 | ) | $ | — | $ | (103 | ) | $ | (193 | ) | |||||
| CARRYING AMOUNT | GPUs | GPU Deposits | Right-of-Use Asset | Total | ||||||||||||
| As of March 31, 2025 | $ | — | $ | — | $ | — | $ | — | ||||||||
| As of March 31, 2026 | $ | 1,283 | $ | 9,308 | $ | 413 | $ | 11,004 | ||||||||
* Refer to Note 13 for additional information on the Company’s office lease.
NOTE 10. INVESTMENT IN COMPEDICA
On June 5, 2025, the Company acquired an equity interest in Compedica, Ltd. ("Compedica"), a U.K.-based biotechnology company specializing in medical devices for support with complications from diabetes. The investment was made in a stock-for-stock transaction whereby the Company acquired a 6.0% interest in Compedica, valued at $5.0 million plus $0.1 million for reimbursement of expenses to Compedica to close the transaction, and Compedica obtained a corresponding 27.4% interest in the Company and is accounted for under the equity method as it was determined that the Company has significant influence over Compedica due to the interconnected nature of the ownership of the respective entities. Compedica’s interest in the Company was subsequently diluted to 11.9% as a result of the shares issued under the private placement occurring in September 2025.
The Company records its share of earnings and losses in Share of losses from equity method investment within the consolidated statements of operations and other comprehensive income (loss). The Company recorded a loss of less than $0.1 million for the fiscal year ended March 31, 2026, based on its share of Compedica's losses through the date significant influence was lost as explained further below. The equity method investment is presented within "Investment in Compedica" on the consolidated statements of financial position.
| F-22 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 10. INVESTMENT IN COMPEDICA (Cont’d)
On September 25, 2025, in connection with the transition of the Company to being primarily a digital asset treasury, Alpha Compute lost significant influence over Compedica and discontinued its use of the equity method to account for its investment. Commencing on the date that significant influence was lost, the Company began accounting for its investment as a financial instrument within the scope of IFRS 9 with changes in the fair value of its investment reflected as other income (loss) within the consolidated statements of operations and other comprehensive income (loss). Subsequent to the discontinuing of the equity method of accounting for Compedica, the fair value of the investment used by management is based on multiples analysis of publicly traded comparable companies as Compedica is pre-revenue, as well as its holdings in the Company’s own ordinary shares (Level 3 inputs). A loss on impairment of $4.8 million was recognized as a result of the loss of significant influence.
On February 6, 2026, the Company and Compedica agreed to exchange their ownership interests in the counterparty with each other, with the 625,000 shares in the Company held by Compedica being returned to the Company’s treasury and the investment being exited. As a result, the Company recognized less than $0.1 million in treasury stock at the time the return of shares was agreed upon, the fair value of the investment as of February 6, 2026. Following the loss of control through the exit of the investment, the Company recognized a loss on the change in fair value on the investment in Compedica of $0.2 million. The 625,000 shares of the Company were returned to our treasury on May 21, 2026.
Movements in the investment balance during the fiscal year ended March 31, 2026 were as follows (in thousands):
| Schedule of investment balance | ||||
| Fiscal year ended | ||||
| March 31, | ||||
| 2026 | ||||
| Balance as of April 1 | $ | — | ||
| Initial investment in Compedica | 5,050 | |||
| Loss from equity method investment | (44 | ) | ||
| Loss on impairment | (4,804 | ) | ||
| Change in fair value of investment in Compedica | (182 | ) | ||
| Return of investment interest to Compedica | (20 | ) | ||
| Investment in Compedica as of March 31 | $ | — | ||
NOTE 11. WARRANT LIABILITY
On August 15, 2024, the Company effected a reverse stock split of its ordinary shares at a ratio of 1-for-20. The number of warrants and exercise price information herein have been retroactively adjusted to reflect the impact of the reverse stock split. See Note 1 “Nature of Operations” and Note 17, “Capital Stock and Reserves” for further discussion on the reverse stock split.
The following table summarizes the changes in the warrant liability during the fiscal years ended March 31, 2026, 2025, and 2024:
| Schedule of changes in the warrant liability | ||||||||||||
| Exercise Price | Warrants | Fair Value Balance | ||||||||||
| In 000’$ | ||||||||||||
| Fair value of warrants at issuance on October 3, 2023: | ||||||||||||
| Class B Warrants | $ | 45.20 | 157,895 | 3,537 | ||||||||
| Class C Warrants | $ | 45.20 | 157,895 | 4,663 | ||||||||
| Placement Agent Warrants | $ | 47.50 | 7,896 | 232 | ||||||||
| Change in fair value of warrant liability | - | (6,868 | ) | |||||||||
| Warrant liability as of April 1, 2024 | $ | - | 323,686 | $ | 1,564 | |||||||
| Change in fair value of warrant liability | - | 388 | ||||||||||
| Warrant liability as of March 31, 2025 | 323,686 | $ | 1,952 | |||||||||
| Fair value of warrants at issuance on January 27, 2026: | ||||||||||||
| Placement Agent Warrants | $ | 1.25 | 1,050,000 | 1,123 | ||||||||
| Change in fair value of warrant liability | - | (2,883 | ) | |||||||||
| Warrant liability as of March 31, 2026 | 1,373,686 | $ | 192 | |||||||||
Series B Warrants
A fair value of $22.40 per each Series B Warrant was estimated at the issue date of October 3, 2023. A fair value of $0.00 and $5.65 per each warrant has been identified as of March 31, 2026 and 2025, respectively.
| F-23 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 10. INVESTMENT IN COMPEDICA (Cont’d)
The inputs associated with calculating the fair value are reflected below.
| Schedule of inputs associated with calculating the fair value | ||||||||||||
| October 3, 2023 | March 31, 2025 | March 31, 2026 | ||||||||||
| Exercise price | $ | 45.20 | $ | 45.20 | $ | 45.20 | ||||||
| Share price | $ | 39.40 | $ | 9.25 | $ | 0.32 | ||||||
| Expected life (years) | 3.01 | 1.51 | 0.51 | |||||||||
| Expected volatility | 90.4 | % | 207.73 | % | 85.00 | % | ||||||
| Risk-free interest rate | 4.95 | % | 3.96 | % | 3.65 | % | ||||||
| Dividend yield | - | - | - | |||||||||
Series C Warrants
A fair value of $29.60 per each Series C Warrant was estimated at the issue date of October 3, 2023. A fair value of $0.00 and $6.40 per each warrant has been identified as of March 31, 2026 and 2025, respectively.
The inputs associated with calculating the fair value are reflected below.
| Schedule of fair value | ||||||||||||
| October 3, 2023 | March 31, 2025 | March 31, 2026 | ||||||||||
| Exercise price | $ | 45.20 | $ | 45.20 | $ | 45.20 | ||||||
| Share price | $ | 39.40 | $ | 9.25 | $ | 0.32 | ||||||
| Expected life (years) | 5.00 | 3.51 | 2.51 | |||||||||
| Expected volatility | 100.7 | % | 152.01 | % | 95.00 | % | ||||||
| Risk-free interest rate | 4.80 | % | 3.91 | % | 3.73 | % | ||||||
| Dividend yield | - | - | - | |||||||||
2023 Placement Agent Warrants
A fair value of $29.40 per each 2023 Placement Agent Warrant was estimated at the issue date of October 3, 2023. A fair value of $0.00 and $6.34 per each warrant has been identified as of March 31, 2026 and 2025, respectively.
The inputs associated with calculating the fair value are reflected below.
| Schedule of Placement agent warrants | ||||||||||||
| October 3, 2023 | March 31, 2025 | March 31, 2026 | ||||||||||
| Exercise price | $ | 47.60 | $ | 47.50 | $ | 47.50 | ||||||
| Share price | $ | 39.40 | $ | 9.25 | $ | 0.32 | ||||||
| Expected life (years) | 4.99 | 3.51 | 2.51 | |||||||||
| Expected volatility | 100.7 | % | 152.01 | % | 95.00 | % | ||||||
| Risk-free interest rate | 4.80 | % | 3.91 | % | 3.73 | % | ||||||
| Dividend yield | - | - | - | |||||||||
2026 Placement Agent Warrants
A fair value of $1.07 per each 2026 Placement Agent Warrant was estimated at the issue date of January 19, 2026. A fair value of $0.18 per each warrant has been identified as of March 31, 2026.
The inputs associated with calculating the fair value are reflected below.
| Schedule of 2026 placement agent warrants | ||||||||
| January 19, 2026 | March 31, 2026 | |||||||
| Exercise price | $ | 1.25 | $ | 1.25 | ||||
| Share price | $ | 1.30 | $ | 0.32 | ||||
| Expected life (years) | 5.0 | 4.79 | ||||||
| Expected volatility | 115.00 | % | 105.00 | % | ||||
| Risk-free interest rate | 3.68 | % | 3.83 | % | ||||
| Dividend yield | - | - | ||||||
| F-24 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 12. PUT RIGHT LIABILITY AND TON PAYABLE
On September 2, 2025, the Company entered into five Side Letter Agreements (“Side Letters”) with certain investors to repurchase its outstanding ordinary shares, as well as pre-funded warrants to purchase ordinary shares held by these investors at the option of the holders and on August 25, 2025, the Company entered into a Treasury Management Agreement with DWF MaaS Limited (“DWF”) whereby DWF is entitled to convert the Ordinary Shares it subscribed for in the September 2025 private placement into an equivalent value of TON from the amount of TON held by DWF on behalf of the Company up to a maximum value of $15.0 million (collectively, the “Contingent Put Options”). A total of 2,266,890 and 265,000 ordinary shares and an additional 745,226 and 2,513,240 pre-funded warrants to purchase ordinary shares were subject to repurchase as defined within the Side Letters and Treasury Management Agreement, respectively, with various right expiration dates between March 2026 and September 2026. In the event the holders exercise their Contingent Put Options, the Company is obligated to settle the contract by transferring the same amount of USDC, Liquid TON, or Locked TON based on the Original Consideration within each Side Letter or Treasury Management Agreement with no adjustment for value. As of September 30, 2025, a total of 2,531,890 ordinary shares and an additional 3,258,466 pre-funded warrants to purchase ordinary shares were still subject to repurchase on various settlement dates through September 2026.
The fair value of the put right liability is estimated using a Black-Scholes model and in certain cases, a Monte Carlo simulation. The weighted average assumptions used to value the Side Letter put rights at inception and as of March 31, 2026 are as follows:
| September 2, 2025 | March 31, 2026 | |||||||
| ALP shares and TON correlation factor | 0.60 | 0.10 | ||||||
| Share price | $ | 6.96 | $ | 0.32 | ||||
| Remaining term (in years) | 0.75 | 0.25 | ||||||
| Expected ALP volatility | 82.90 | % | 85.00 | % | ||||
| Risk-free interest rate | 3.91 | % | 3.63 | % | ||||
| ALP dividend yield | - | - | ||||||
| TON token price | $ | 3.11 | $ | 1.22 | ||||
| TON token volatility | 62.00 | % | 53.90 | % | ||||
| Locked TON token discount for lack of marketability | 19.30 | % | 14.80 | % | ||||
The fair value of the put right liability is most sensitive to expected share price volatility, the value of the underlying digital assets, expected term and discount rate. An increase in expected volatility, expected term or underlying digital asset values would result in a higher fair value measurement. An increase in the discount rate would result in a lower fair value measurement. Management considered the interrelationship of these assumptions when determining the fair value measurement.
The DWF put right was capped at $15.0 million, the fair value of the stablecoin receivable contributed, which corresponded to the aggregate fair value of the ordinary shares and pre-funded warrants issued to DWF. Therefore, at inception, the DWF put right was determined to have a fair value of $15.0 million.
At inception, the outstanding Contingent Put Options were determined to have a fair value of $16.1 million, net of issuance costs of $2.0 million, which was included within Put right liability within the Company’s consolidated balance sheet.
On December 8, 2025 and December 30, 2025, one Side Letter put right and the DWF put right were exercised, respectively, and on March 24, 2026 and December 30, 2025, the contributed locked TON tokens receivable in the amount of 1,114,130, with a fair value of $2.5 at contribution, and $15.0 million USD1 receivable were returned to the investor and DWF, respectively. In connection with the exercise of the Side Letter put right on December 8, 2025, the Company recognized a loss on the exercise of $1.1 million, recognized as the difference between the fair value of the TON contributed by the respective investor at the time of put exercise and the carrying value of the put right. When the locked TON receivables were returned to the investor on March 24, 2026, the Company recognized a $0.4 million gain from the settlement of a portion of the TON payable, recognized as the difference between the carrying value of the TON contributed by the respective investors at the time the TON was returned to the investors and the fair value of the TON payable. As of March 31, 2026, the Company owes the investor 420,434 liquid TON tokens with a fair value of $0.5 million. When the USD1 receivable was returned to DWF on December 30, 2025, no such gains or losses were recognized as USD1 is pegged to the U.S. dollar. Additionally, the Company terminated its Treasury Management Agreement with DWF in connection with the return of DWF’s initial investment.
On January 27, 2026 and March 19, 2026, one Side Letter put right was partially exercised and a second Side Letter put right was fully exercised, respectively. In connection with the exercises of the Side Letter put rights, the Company recognized a loss on the exercise of $0.4 million, recognized as the difference between the fair value of the TON contributed by the respective investor at the time of put exercise and the carrying value of the put right. The put rights were not settled during the fiscal year ended March 31, 2026 and as of March 31, 2026, the Company owes the investors 369,278 liquid TON tokens and 453,125 locked Ton tokens receivable with fair values of $0.5 million and $0.3 million, respectively, which corresponds to the fair value of the liquid and locked tokens to be returned to the respective investors at March 31, 2026. The outstanding TON balances payable were settled and the TON tokens returned to the respective investors in separate transfers on April 15, April 24, and April 28, 2026.
| F-25 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 12. PUT RIGHT LIABILITY AND TON PAYABLE (Cont’d)
As of March 31, 2026, the outstanding Contingent Put Options were remeasured to fair value of $7.1 million, with the remeasurement change in fair value of $6.0 million recorded within other losses in the Consolidated Statements of Operations and Comprehensive Income (Loss).
The following table summarizes the changes in the put right liability during the fiscal year ended March 31, 2026 (in thousands):
| Fiscal year ended | ||||
| March 31, | ||||
| 2026 | ||||
| Balance as of April 1 | $ | - | ||
| Put right recognition at contract inception | 18,150 | |||
| Change in fair value of put right liability, net of redemptions | 5,959 | |||
| Exercise of side letter put right | (2,920 | ) | ||
| Settlement of DWF Maas Limited put right | (15,000 | ) | ||
| Loss on exercise of put right liability | 916 | |||
| Put right liability as of March 31 | $ | 7,105 | ||
The following table summarizes the changes in TON payable during the fiscal year ended March 31, 2026 (in thousands):
| Fiscal year ended | ||||
| March 31, | ||||
| 2026 | ||||
| Balance as of April 1 | $ | - | ||
| Exercise of side letter put right | 2,920 | |||
| Change in fair value of TON payable to settle put rights exercised | (51 | ) | ||
| Gain on settlement of TON payable | (336 | ) | ||
| Settlement of put right liability using digital assets | (1,108 | ) | ||
| TON payable as of March 31 | $ | 1,425 | ||
NOTE 13. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
At March 31, 2026 and 2025, accounts payable and accrued liabilities were comprised of the following (in thousands):
| Schedule of accounts payable and accrued liabilities | ||||||||
| As of March 31, | ||||||||
| 2026 | 2025 | |||||||
| Accounts payable | $ | 2,413 | $ | 427 | ||||
| Accrued other professional fees | — | 262 | ||||||
| Accrued accounting and auditing fees | 73 | 155 | ||||||
| Accrued bonuses and other payroll-related expenses | 913 | 89 | ||||||
| Accrued CRO | — | 80 | ||||||
| Accrued legal fees | 414 | 60 | ||||||
| Accrued clinical and R&D services | — | 14 | ||||||
| Capital expenditures | 333 | 0 | ||||||
| Other | — | 13 | ||||||
| Total accounts payable and accrued liabilities | $ | 5,504 | $ | 1,100 | ||||
| F-26 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 14. LEASE LIABILITY
The Company entered into a lease of GPU equipment, which commenced on November 30, 2025 (the “GPU Lease”). The GPU Lease provided for an original term of one year, with the full balance paid at commencement in the amount of $0.3 million, with a purchase option exercisable at any point during the lease, with the purchase option being the remaining portion of the GPU’s purchase price of $0.2 million. On February 5, 2026, the Company exercised the purchase price for the GPU equipment with a payment of $0.2 million, however the validity of the purchase option was disputed by the GPU owner and the broker of the lease has not yet been able to deliver the GPU in question. The Company is pursuing a refund for the purchase option price, and the amount due is included in prepaid expenses and other receivables within the consolidated balance sheet as of March 31, 2026. As the full balance of the lease was paid at commencement and the purchase option ultimately disputed, no interest expense was incurred on the lease. As of March 31, 2026, the Company had no contractual commitments remaining on the GPU lease.
The Company entered into a lease of office space in Lisbon, Portugal, which commenced on March 1, 2026 (the “Lisbon Lease”). The Lisbon Lease provided for an original term of two years with purchase options at the end of the 12th and 24th months of the lease, with certain rent payments and option payments being credited towards the purchase price if the option is exercised. The Company calculated the Lisbon Lease liability using its incremental borrowing rate of 14.75%. The Company prepaid the first twelve months rent in the amount of EUR 84,000.
The Lisbon Lease liability is payable as follows (in thousands):
| Schedule of Lease liability | ||||
| Fiscal Year ended March 31, | Amount | |||
| 2027 | $ | 68 | ||
| 2028 | 92 | |||
| Total | $ | 160 | ||
| Less: Interest | (22 | ) | ||
| Total lease liability | $ | 138 | ||
| Lease liability - current | 65 | |||
| Lease liability - non-current | $ | 73 | ||
NOTE 15. BITGO PRIME LOAN
On August 28, 2025, the Company entered into a master loan agreement (the “Master Loan Agreement”) with BitGo Prime, LLC (“BitGo”). Pursuant to the Master Loan Agreement, the Company may borrow up to $35.0 million at an interest rate of 14.75% per annum with a 2.00% origination fee paid upfront in the amount of $0.3 million. The Loan shall only be used to purchase liquid TON that will be delivered to BitGo and such purchased liquid TON will also be pledged as collateral for the Loan. The outstanding loan balance must be repaid within six months of the origination of the Loan, unless provided for otherwise or amended.
On October 7, 2025, the Company received its initial draw on the Master Loan Agreement in the amount of $2.1 million. No further draws have been made on the loan, and on November 25, 2025 the loan balance was paid down to $1.8 million. On January 9, 2026, the remaining balance of the loan was paid down and the Master Loan Agreement was exited. In connection with the extinguishment of the Master Loan Agreement, the Company derecognized $0.1 million of deferred financing, incurred $0.5 million in loan termination fees paid to BitGo, and had $0.8 million in accrued interest forgiven by BitGo for payment of the loan termination fees, resulting in a net gain on debt extinguishment of $0.3 million being recognized within the Consolidated Statements of Operations and Comprehensive Income (Loss).
NOTE 16. INCOME TAXES
The Company is a BVI business company. The BVI government does not, under existing legislation, impose any income or corporate tax on corporations. PDS is a U.S. corporation and is subject to U.S. federal, state and local income taxes, as applicable. iOx is subject to U.K. taxes.
| F-27 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 16. INCOME TAXES (Cont’d)
The benefit from income taxes consists of the following for the years ended March 31, 2026 and 2025 (in thousands):
| Schedule of income tax benefit | ||||||||
| Years Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Current tax: | ||||||||
| Current tax on profits for the year | $ | — | $ | — | ||||
| Adjustments for current tax of prior periods | — | (3 | ) | |||||
| Total current tax benefit | — | (3 | ) | |||||
| Deferred income tax: | ||||||||
| Decrease (increase) in deferred tax assets | — | — | ||||||
| Income tax benefit | $ | — | $ | (3 | ) | |||
Reconciliation of tax expense (benefit) at statutory tax rate and the income tax benefit as reported in the Consolidated Statement of Operations and Comprehensive Income (Loss) for the years ended March 31, 2026 and 2026 is as follows (in thousands):
| Schedule of reconciliation income tax rates | ||||||||
| Years Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Loss before income tax | $ | (38,627 | ) | $ | (6,781 | ) | ||
| Tax using BVI tax rate of 0% | — | — | ||||||
| Effect of tax rates in other countries | (273 | ) | (24 | ) | ||||
| Derecognition of deferred tax assets | (156 | ) | 23 | |||||
| Nondeductible expenses | — | — | ||||||
| Utilization of losses not previously benefitted | — | — | ||||||
| Income tax effects related to equity compensation | 429 | |||||||
| Foreign currency effect and other | — | (2 | ) | |||||
| Income tax in the statement of loss | $ | — | $ | (3 | ) | |||
As of March 31, 2026 and 2025, the Company had $1.4 million and $0.6 million of U.S. federal net operating losses, respectively, which carryforward indefinitely but are limited to 80% of taxable income when utilized. As of March 31, 2026 and 2025, the Company also had $15.9 million in UK loss carryforwards, which carryforward indefinitely.
As of March 31, 2026 and 2025, the Company’s deferred tax assets and liabilities consisted of the effects of temporary differences attributable to the following (in thousands):
| Schedule of deferred tax assets and liabilities | ||||||||
| As of March 31, | ||||||||
| 2026 | 2025 | |||||||
| Deferred tax assets: | ||||||||
| The balance comprises temporary differences attributable to: | ||||||||
| Tax loss | $ | 4,265 | $ | 3,935 | ||||
| Share-based compensation | 11 | 397 | ||||||
| Reserves and accruals | — | 17 | ||||||
| Total deferred tax assets | 4,276 | 4,349 | ||||||
| Deferred tax asset not recognized | (4,276 | ) | (4,349 | ) | ||||
| Net deferred tax asset | $ | — | $ | — | ||||
| F-28 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 16. INCOME TAXES (Cont’d)
The Company assesses its deferred tax assets for recognition by considering both positive and negative evidence in order to ascertain whether it is probable that deferred tax assets will be realized. Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. Due to the history of losses the Company has generated in the past, the Company believes that it is not probable that all of the deferred tax assets in the U.S. and U.K. can be realized as of March 31, 2026; accordingly, the Company has not recognized any of its deferred tax assets.
The Company’s deferred tax assets not recognized decreased by $0.1 million for the year ended March 31, 2026. The change in the deferred tax assets not recognized was primarily due to the true-up adjustment for stock compensation.
The Company has concluded that there are no uncertain tax treatments that require disclosure or recognition.
On December 20, 2021, the OECD published the Global Anti-Base Erosion Model Rules (the "GloBE Rules"), also known as Pillar II. The GloBE Rules aim to impose a global minimum tax of 15% on multinational enterprises with a revenue in excess of €750 million. As the Company’s revenue is below this threshold, it is currently outside the scope of the Pillar II rules.
The Company continues to monitor developments in jurisdictions where it operates, including the U.K., U.S., and British Virgin Islands. As of the reporting date, Pillar II is not expected to have a material impact on the Company’s financial statements.
On July 4th 2025, President Trump signed into law the One Big Beautiful Bill Act ("OBBBA"). The OBBBA includes changes to U.S. tax law applicable to the Company beginning in 2025. The impact of the OBBBA on the Company's consolidated financial statements have been reflected in its current and deferred taxes; however, the enactment did not have a material impact to the Company's consolidated financial statements for the fiscal years ended March 31, 2026 and 2025.
NOTE 17. CAPITAL STOCK AND RESERVES
Authorized ordinary shares: Unlimited number of Alpha Compute ordinary shares without par value.
Private Placement Financings
On January 29, 2025, the Company completed the sale of 524,390 ordinary shares for aggregate proceeds of $2,150,000, at a per share price of $4.10, the closing price of a share on Nasdaq on the date preceding the date of the securities purchase agreement. The shares were sold to two directors of the Company, Messrs. Gregory Bailey and James Mellon. The shares were sold in a private placement transaction pursuant to Regulation S, and were issued as restricted stock. The proceeds are being used for general corporate purposes and working capital.
On September 25, 2025, the Company completed the sale of 3,415,780 ordinary shares at a per share price of $5.73, and pre-funded warrants to purchase 3,258,466 ordinary shares at a purchase price of $5.73 per ordinary share (less $0.001 per pre-funded warrant) for gross proceeds of approximately $34.5 million, consisting of cash of $3.3 million and digital assets and stablecoin of $32.9 million. Each pre-funded warrant is exercisable for one ordinary share at an exercise price of $0.001 per pre-funded warrant, is immediately exercisable and will expire once exercised in full. The shares and pre-funded warrants were sold in a private placement transaction in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and Rule 506 promulgated under the Securities Act, and the proceeds are being used for the establishment of the Company’s digital asset treasury. During the fiscal year ended March 31, 2026, 111,295 pre-funded warrants issued under the private placement were exercised and 2,513,240 were forfeited by DWF in connection with the return of DWF’s initial investment. The remaining 633,931 pre-funded warrants outstanding have no expiration date.
160,000 ordinary shares were issued to the Company’s third-party asset manager as consideration for continued services to be provided to the Company pursuant to a Treasury Management Agreement. The shares have a three-year vesting term and are subject to forfeiture in the event the agreement with the asset manager is terminated under certain circumstances. The shares were sold in a private placement transaction in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and Rule 506 promulgated under the Securities Act, and were issued as restricted stock.
On December 8, 2025 and December 30, 2025, one Side Letter put right issued as part of the September 25, 2025 private placement financing and the DWF put right were exercised, respectively, and on March 24, 2026 and December 30, 2025, the contributed locked TON tokens receivable in the amount of 1,114,130, with a fair value of $2.5 million at contribution, and $15.0 million USD1 receivable were returned to the investor and DWF, respectively. Additionally, the Company terminated its Treasury Management Agreement with DWF in connection with the return of DWF’s initial investment. Upon return of the investor and DWF’s shares to the Company, the Company recognized treasury stock in the amount of 17,452 and 105,000 shares, respectively.
Shares Issued Under the ATM Program
During the fiscal year ended March 31, 2026, the Company sold 4,062,632 ordinary shares under the ATM program, generating net proceeds of approximately $12.0 million.
Shares Issued for Investment in Compedica
On June 5, 2025, the Company acquired an equity interest in Compedica, Ltd. ("Compedica"), a U.K.-based biotechnology company specializing in medical devices for support with complications from diabetes. The investment was made in a stock-for-stock transaction whereby the Company issued 625,000 ordinary shares valued at $5,000,000, at a per share price of $8.00, in exchange for a minority equity interest in Compedica.
| F-29 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 17. CAPITAL STOCK AND RESERVES (Cont’d)
On February 6, 2026, the Company and Compedica agreed to exchange their ownership interests in the counterparty with each other, with the 625,000 shares in the Company held by Compedica being returned to the Company’s treasury and the investment being exited. As a result, the Company recognized less than $0.1 million in treasury stock at the time the shares were returned, the fair value of the investment as of February 6, 2026.
Registered Direct Offering
On January 13, 2026, the Company entered into a securities purchase agreement with certain purchasers, pursuant to which the Company offered for sale to the Purchasers in a registered direct offering an aggregate of 5,230,000 ordinary shares and, in lieu thereof, pre-funded warrants to purchase up to 9,770,000 ordinary shares. The net proceeds from the Offering were approximately $12.7 million. During the fiscal year ended March 31, 2026, 9,120,000 pre-funded warrants issued under the registered direct offering were exercised. The remaining 650,000 pre-funded warrants outstanding have no expiration date.
Reverse Share Split
On August 15, 2024, the Company effected a reverse stock split of its ordinary shares at a ratio of 1-for-20. The reverse stock split decreased the number of ordinary shares outstanding as of September 30, 2023, from 17,808,225 to 890,412. All share and per share information included in the consolidated financial statements and in the Notes to the consolidated financial statements have been retroactively adjusted to reflect the impact of the reverse stock split unless otherwise noted. The number of ordinary shares authorized remained at an unlimited number of common shares without par value.
Any fractional shares resulting from the reverse stock split were rounded up to the nearest whole post-split ordinary share. As a result of this round up provision, the Company issued an additional 52,254 shares.
Series A Warrants and Pre-Funded Warrants
On September 29, 2023, we entered into a securities purchase agreement (the “2023 Purchase Agreement”) with an institutional and accredited investor in connection with a registered direct offering (the “2023 Registered Direct Offering”) and a concurrent private placement (the “2023 Private Placement,” and together with the Registered Direct Offering, the “2023 Offerings”). The 2023 Offerings closed on October 3, 2023.
Pursuant to the 2023 Purchase Agreement, in the 2023 Registered Direct Offering, the Company sold (i) 98,500 shares of the Company’s ordinary shares at a purchase price of $38.00 per share and (ii) pre-funded warrants to purchase up to 59,395 ordinary shares, at a purchase price of $37.98 per pre-funded warrant. All pre-funded warrants, which were exercisable for one ordinary share at an exercise price of $0.02 per share, were exercised in full on May 29, 2024.
In the 2023 Private Placement, we issued to such institutional and accredited investor unregistered Series A Warrants to purchase up to 157,895 ordinary shares. Each Series A Warrant was immediately exercisable for one private warrant share at an exercise price of $38.00 per share but expired on April 3, 2025, 18 months from the date of issuance.
The Series A Warrants and the pre-funded warrants are classified as a component of equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the ordinary shares with which they were issued, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, and permit the holders to receive a fixed number of ordinary shares upon exercise. In addition, the Series A Warrants and the pre-funded warrants do not provide any guarantee of value or return.
On the October 3, 2023 issue date, the calculated fair value of the Series A Warrants and the pre-funded warrants was $2.968 million ($18.80 per such warrant). Because the fair value of the warrants accounted for as liabilities exceeded the net proceeds from the 2023 Registered Direct Offering, the proceeds allocated to the ordinary shares, the pre-funded warrants and the Series A warrants was zero. The Series A Warrants expired on April 3, 2025, 18 months from the date of issuance, and all pre-funded warrants were exercised in full on May 9, 2024.
Series A Warrants
The inputs associated with calculating the fair value are reflected below.
| Schedule of inputs associated with calculating the fair value | ||||
| October 3, 2023 | ||||
| Exercise price | $ | 38.00 | ||
| Share price | $ | 39.40 | ||
| Expected life (years) | 1.50 | |||
| Expected volatility | 96.0 | % | ||
| Risk-free interest rate | 5.32 | % | ||
| Dividend yield | - | |||
| F-30 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 17. CAPITAL STOCK AND RESERVES (Cont’d)
Nature and Purpose of Reserves
Stock Option Reserve
The stock option reserve reflects the reserve of compensation expense recognized over the vesting period based upon the grant date fair value of the Company’s equity settled grants calculated in accordance with IFRS 2, “Share-based Payment”. See Note 18, “Stock Option Reserve,” below for a further discussion.
NOTE 18. STOCK OPTION RESERVE
The share option reserve reflects the reserve of compensation expense recognized over the vesting period based upon the grant date fair value of the Company’s equity settled grants calculated in accordance with IFRS 2, “Share-based Payment”.
Amended and Restated 2021 Equity Incentive Plan and Grants of Stock Options and Restricted Stock Units
The following table provides the activity for the Company’s stock option reserve for the fiscal years ended March 31, 2026 and 2025 (in thousands):
| Schedule of stock option reserve | ||||||||
| Years Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Balance, beginning of year | $ | 23,530 | $ | 23,841 | ||||
| Share-based compensation expense | 1,745 | 321 | (1) | |||||
| Correction of prior period overstated share-based compensation expense | — | (632 | )(2) | |||||
| Balance, end of year | $ | 25,275 | $ | 23,530 | ||||
| (1) | Amount is net of $0.6 million reversal of share-based compensation expense for unvested share options forfeited during the fiscal year ended. |
| (2) | Amount represents the correction as of March 31, 2025 for the overstated share-based compensation expenses in Fiscal 2022 and Fiscal 2024. |
On August 15, 2024, the Company effected a reverse stock split of its ordinary shares at a ratio of 1-for-20. All share and per share information have been retroactively adjusted to reflect the impact of the reverse stock split unless otherwise noted. See Note 1 “Nature of Operations” and Note 17, “Capital Stock and Reserves” for further discussion on the reverse stock split.
The 2021 Equity Incentive Plan (the “Equity Incentive Plan”), as amended on January 19, 2022, allows for the grant of equity awards up to 248,043 or 15% of shares currently issued and outstanding, 3,616,999as of March 31, 2026.
On March 7, 2025, the Board authorized the grant of a total of 160,000 options to purchase ordinary shares at a per share exercise price of $4.45, with a term of 10 years. Vesting will accelerate on a change of control of the Company. The options had a per share fair value of $4.04 and vest as to one-quarter immediately and the balance as to one-third on each March 7, 2026, 2027 and 2028. The grants were made to certain directors, officers and employees. The options were issued under the Company’s 2021 Equity Incentive Plan.
In Fiscal 2026, the Board of Directors authorized on March 11, 2026, the grant of 1,930,396 share options to purchase ordinary shares at a per share rate ranging from $1.30 to $8.26. Once vested, the share options are exercisable for a period ending 10 years after the date of grant. Vesting will accelerate on a change of control of the Company. The options had a per share fair value of $0.40 and vest as to one-quarter immediately and the remaining balance as to one-third on each March 11, 2027, 2028, and 2029. The grants were made to certain directors, officers, and advisors. The options were issued as discretionary options outside the 2021 Equity Incentive Plan, and not part of any regularly constituted compensation plan. These options were awarded pursuant to contractor agreements and advisory agreements contingent on the Company raising at least $50 million in equity financing via either private or public share offerings, which was achieved on January 14, 2026.
On March 11, 2026 the Board of Directors also authorized the grant of 1,235,924 Restricted Stock Units which vested immediately upon the grant date. The grants were made to certain directors, officers, and employees. The Restricted Stock Units were issued as discretionary awards outside the 2021 Equity Incentive Plan, and not part of any regularly constituted compensation plan. These options were awarded pursuant to contractor agreements contingent on the Company raising at least $50 million in equity financing via either private or public share offerings, which was achieved on January 14, 2026.
On July 27, 2025 the board authorized the grant of 97,739 share options under the terms of the Company’s 2021 Equity Incentive Plan to board members and employees. These options were fully vested at the time of grant.
| F-31 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 18. STOCK OPTION RESERVE (Cont’d)
As of March 31, 2026, no shares were reserved for awards previously granted or available for future awards under the Amended and Restated 2021 Equity Incentive Plan.
The changes in the number of stock options issued and outstanding for the fiscal years ended March 31, 2026 and 2025 were as follows:
| Schedule of share options issued and outstanding | ||||||||
| Years Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Balance, beginning of period | 225,117 | 90,281 | ||||||
| Granted | 2,028,135 | 160,000 | ||||||
| Expired or forfeited | (6,745 | ) | (25,164 | ) | ||||
| Balance, end of period | 2,246,507 | 225,117 | ||||||
| Exercisable, end of period | 2,246,507 | 102,855 | ||||||
| Available for future awards | — | 17,516 | ||||||
The table above does not include fully vested restricted stock units (“RSUs”) granted to certain executives in January 2021 and January 2022. In January 2024, the Company issued 308 shares for the exercise of 470 RSUs net of 162 shares withheld to pay for an employee’s payroll taxes. In September 2024, the Company issued 882 shares for the exercise of 1,152 RSUs net of 270 shares withheld to pay for an employee’s payroll taxes. In December 2024, the Company issued 8,173 shares for the exercise of 11,905 RSUs net of 3,732 shares withheld to pay for an employee’s payroll taxes. As of March 31, 2026, there were 1,241,334 RSUs granted and outstanding, of which 4,550, 860, and 1,235,924 RSUs expire on January 13, 2031, January 19, 2032, and March 11, 2036, respectively.
The weighted-average estimated fair value of share options granted during the years ended March 31, 2026 and 2025 was $0.40 and $4.04 per share, respectively, using the Black-Scholes option pricing model with the following weighted-average assumptions:
| Schedule of weighted-average estimated fair value of share options | ||||||||
| Years Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Grant Price | 1.30 | 4.45 | ||||||
| Expected life (in years) | 10 | 5.75 | ||||||
| Risk-free interest rates | 3.68 | % | 4.14 | % | ||||
| Volatility | 115.0 | % | 135.8 | % | ||||
| Dividend yield | — | — | ||||||
The following is the weighted average exercise price and the remaining contractual life for outstanding options as of March 31, 2026 and 2025:
| Schedule of weighted average exercise price and the remaining contractual life | ||||||||
| As of March 31, | ||||||||
| 2026 | 2025 | |||||||
| Weighted average exercise price | $ | 6.84 | $ | 62.51 | ||||
| Weighted average remaining contractual life (in years) | 9.9 | 9.1 | ||||||
Share options granted and outstanding at the end of the year have the following expiration dates and exercise prices:
| Schedule of Share options granted and outstanding | ||||||||||
| Share Options as of | ||||||||||
| Grant Date | Expiration Date | Exercise Price $ | March 31, 2026 | |||||||
| January 13, 2021 | January 13, 2031 | 355.00 | 21,400 | |||||||
| January 19, 2022 | January 19, 2032 | 204.40 | 12,475 | |||||||
| February 15, 2022 | February 15, 2032 | 171.80 | — | |||||||
| June 8, 2022 | June 8, 2032 | 220.00 | — | |||||||
| July 27, 2022 | July 27, 2032 | 201.20 | — | |||||||
| March 30, 2023 | March 30, 2033 | 58.40 | 24,497 | |||||||
| March 7, 2025 | March 7, 2035 | 4.45 | 160,000 | |||||||
| July 27, 2025 | July 27, 2025 | 5.73 | 97,739 | |||||||
| March 11, 2026 | March 11, 2036 | 1.30 | 1,930,396 | |||||||
| Total | 2,246,507 | |||||||||
| F-32 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 18. STOCK OPTION RESERVE (Cont’d)
The vested options can be exercised at any time in accordance with the applicable option agreement. The exercise price was greater than the market price for all options outstanding as of March 31, 2026.
The Company recorded approximately $2.3 million of share-based compensation expense in the year ended March 31, 2026. During Fiscal 2025, the Company recorded approximately $0.3 million of share-based compensation, which reflects an additional $0.3 million in share-based compensation expense for the accelerated vesting of certain employee share options offset by $0.6 million reversal of share-based compensation for unvested share options forfeited during the year. The Company recorded approximately $2.6 million of share-based compensation expense in the year ended March 31, 2024.
NOTE 19. LOSS PER SHARE
Basic earnings per share (“EPS”) is calculated by dividing the net loss attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the period.
Diluted EPS is calculated by dividing the net loss attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares. Shares issuable under pre-funded warrants are considered outstanding for this purpose.
The calculation of Basic and Diluted EPS reflects the pre-funded warrants as outstanding shares.
The following table reflects the loss and share data used in the basic and diluted EPS calculations (in thousands, except per share amounts):
| Schedule of loss and share data used in the basic and diluted EPS calculations | ||||||||||||
| Years Ended March 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Numerator | ||||||||||||
| Net loss attributable to owners of the Company | $ | (38,627 | ) | $ | (6,767 | ) | $ | (75,339 | ) | |||
| Denominator | ||||||||||||
| Weighted average number of shares – Basic and Diluted | 9,248 | 1,183 | 968 | |||||||||
| Basic and diluted loss per share | $ | (4.18 | ) | $ | (5.72 | ) | $ | (77.83 | ) | |||
The inclusion of the Company’s share purchase warrants (other than pre-funded warrants, as described above), stock options and RSUs in the computation of diluted loss per share would have an anti-dilutive effect on loss per share and are therefore excluded from the computation. Consequently, there is no difference between basic loss per share and diluted loss per share for the fiscal years ended March 31, 2026, 2025, and 2024. The following table reflects the Company’s outstanding securities by year that would have an anti-dilutive effect on loss per share and, accordingly, were excluded from the calculation.
| Schedule of anti-dilutive effect on loss per share | ||||||||||||
| March 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Warrants | 1,531,581 | 481,581 | 481,581 | |||||||||
| Share options | 2,246,507 | 225,117 | 90,281 | |||||||||
| Restricted stock units | 1,241,334 | 5,410 | 18,467 | |||||||||
NOTE 20. COMMITMENTS AND CONTINGENT LIABILITIES
iOx – Parexel Master Services Agreement
Effective March 15, 2022, iOx, a wholly-owned subsidiary of the Company, entered into a Master Services Agreement (the “MSA”) with Parexel under which Parexel agreed to act as a clinical service provider (“CRO”) pursuant to a work order (“Work Order”) effective June 1, 2022. Under such Work Order, Parexel planned to operate a Phase 2 trial of IMM60 and pembrolizumab in advanced melanoma and non-small lung cancer. The MSA provided for a five-year term, and the Work Order provided for a term to end upon the completion of the services required. The budget provided for service fees and pass-through expenses and clinical sites totaling $11.5 million. During the year ended March 31, 2023 (“Fiscal 2023”), the Company executed two change orders resulting in a $0.6 million increase in the overall estimated budgeted costs. As a result of the Company’s decision to discontinue the development with respect to this program, on December 20, 2023, the Company provided Parexel notice of termination of the contract, with a planned termination date of April 18, 2024.
| F-33 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 20. COMMITMENTS AND CONTINGENT LIABILITIES (Cont’d)
As the ongoing CRO services were wound down, the Company noticed that expenses incurred under the CRO agreement were higher than originally budgeted. Parexel agreed to refund the Company $0.552 million and release the liability for amounts invoiced and unbilled services totaling $1.486 million, and the Company forfeited advanced payments of $1.091 million. As a result, the Company recognized a net gain of $0.946 million as of September 30, 2024. The Company received the refund from Parexel on October 3, 2024. As of March 31, 2024, the Company reflected $1.414 million of payables to Parexel in accounts payable and accrued liabilities and $1.277 million in prepaid expenses and other receivables in the consolidated statement of financial position.
Buzz HPC GPU Lease
On February 6, 2026 he Company entered into a GPU infrastructure services agreement with Buzz Performance Cloud Inc. pursuant to which the Company secured rights to access 504 NVIDIA B200 GPUs for a 24-month term. The arrangement contemplates aggregate contractual payments of approximately $29.6 million over the contract term and requires a security deposit of $2.6 million, which was paid on February 13, 2026. As of March 31, 2026, no liability was yet recorded as the services did not commence until early June.
atNorth Colocation Lease Payments
On December 11, 2025 the Company signed an enterprise colocation service agreement (the “Colo Agreement”) with atNorth AB (“atNorth”) to deploy the Company’s GPU hardware to atNorth’s data center located in Kista, Sweden. The Colo Agreement consists of two data halls with a Phase I deployment of 1,213 kW of power and a Phase II of 1,017 kW of power, with Phase II being structured as a Right of First Refusal (the “ROFR”). The agreement’s commencement date was April 1, 2026, and extends for 60 months after which it automatically extends for successive 12 month periods unless 6 months’ notice is provided by either party. On April 10, 2026, the Company paid a 982,368 EUR deposit to secure Phase I of the agreement. As of the date of the issuance of these consolidated financial statements, the ROFR for Phase II of the deployment has expired, although atNorth is still being considered for a further deployment once ready. The monthly colocation fee for Phase I that has commenced is 163,728 EUR plus variable electricity costs estimated at 0.126 EUR/kWh.
GaMee Acquisition Token Buyback
On March 19, 2026, the Company entered into a sale and purchase agreement (the “SPA”) with Animoca Brands Limited (“Animoca Brands”) to acquire a 60% controlling equity interest in Ga Mee Global Limited (“GaMee Global”), a company incorporated in Hong Kong and wholly owned subsidiary of Animoca Brands, and certain digital tokens (the “GaMee Transaction”). GAMEE is a gaming and entertainment platform within Telegram's ecosystem and provides the Company with additional distribution and customer acquisition opportunities within the decentralized AI space. The SPA contains a post-closing item requiring the Company to, within ninety (90) days after close, acquire from the open market $2 million worth of GMEE tokens. GMEE is the native utility token of the GaMee gaming platform and ecosystem. The GaMee Transaction closed on May 27, 2026.
Tarus – Fortrea Clinical Service Agreement
On March 1, 2023, Tarus entered into a clinical service agreement with Fortrea Inc. (formerly Labcorp Drug Development Inc.), a third-party CRO. The term of the agreement is through the earlier of August 14, 2025 or the completion of provision of services and the payment of contractual obligations. The budgeted costs for the services to be provided is approximately $12.1 million.
In March 2025, the Company resumed patient enrollment into the final cohort arm of TT-10 (PORT-6) as part of the Phase 1a TT-10-101 (ADPORT-601) clinical trial, following a prior pause due to funding constraints. This decision reflects the favorable safety and preliminary activity signals observed in earlier dose cohorts. In April 2025, we announced confirmatory preclinical results in mesothelioma with our TT-4 (PORT-7) compound, supporting advancement of this indication in its first-inhuman trial of TT-4 (PORT-7) which is expected to commence in the quarter ending March 31, 2026.
On May 31, 2026, Cyncado and ADDRI executed a definitive Clinical Trial Research Agreement establishing the terms of the study. The trial is expected to enroll approximately 50 patients across multiple clinical sites, will be led by A/Prof Steven Kao and Dr. Melvin Chin, and is intended to run in parallel with Cyncado's planned U.S. mesothelioma activities. Under the agreement, Cyncado will supply TT-4 and provide limited support as part of an international mesothelioma program. The trial remains subject to customary regulatory and ethics approvals and site activation before enrollment begins.
| F-34 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 20. COMMITMENTS AND CONTINGENT LIABILITIES (Cont’d)
Nasdaq Notifications
On December 10, 2024, the Company received written notice (the “Notice”) from The Nasdaq Stock Market, LLC (“Nasdaq”) indicating that it was not in compliance with the minimum shareholders’ equity requirement for continued listing on The Nasdaq Capital Market (the “Capital Market”) as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Shareholders’ Equity Requirement”), because the shareholders’ equity of $695,000 as of September 30, 2024, as reported in the Company’s Report on Form 6-K containing unaudited consolidated financial statements for the three and six months ended September 30, 2024, filed with the United States Securities and Exchange Commission (the “SEC”) on December 31, 2024, was below the required minimum of $2.5 million, and because as of the date of the Notice, the Company did not meet either of the alternative continued listing standards for the Nasdaq Capital Market, relating to market value of listed securities of at least $35 million or net income from continuing operations of at least $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years. The Company submitted a plan on January 24, 2025, to regain compliance with the shareholders’ equity requirement or achieve compliance with an alternative continued listing standard for the Capital Market (the “Compliance Plan”) and on February 11, 2025, the Company received notification from Nasdaq that Nasdaq accepted the Compliance Plan and granted the Company an extension to regain compliance with the continued listing standards by June 9, 2025. In keeping with the Compliance Plan, on June 5, 2025, the Company increased its shareholders’ equity, and submitted documentation to Nasdaq indicating compliance as of June 9, 2025, with the shareholders’ equity requirement. The Nasdaq Stock Market, LLC indicated by letter dated June 24, 2025, that the Company has regained compliance with the continued listing standards of the Nasdaq Capital Market.
On March 2, 2026, the Company received a deficiency letter from the Nasdaq Listing Qualifications Department (the “Staff”) notifying the Company that because the closing bid price for the Company’s common stock was below $1.00 per share for the last 30 consecutive business days, the Company did not meet the $1.00 per share minimum bid price requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). The deficiency letter does not result in the immediate delisting of the Company’s common stock from the Nasdaq Capital Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until August 31, 2026 (the “Compliance Period”), to regain compliance with the Bid Price Rule. If, at any time during the Compliance Period, the closing bid price per share of the Company’s common stock is at least $1.00 for a minimum of 10 consecutive business days, Nasdaq will provide written notification to the Company that it complies with the Bid Price Rule, unless the Staff exercises its discretion to extend this 10 day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H). The Nasdaq letter also provides that in the event the Company does not regain compliance by August 31, 2026, the Company may be eligible for an additional 180 calendar day period to regain compliance. To qualify, the Company must meet the continued listing requirement for market value of publicly held shares and all other initial listing standards of the Nasdaq Capital Market, with the exception of the bid price requirement. Notwithstanding the terms set forth in the Nasdaq letter, there can be no assurance that the Company will be eligible for an additional 180 calendar day period to regain compliance. If the Company meets the applicable requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days. If, however, it appears to Nasdaq that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq could provide notice that the Company’s common stock will become subject to delisting. In such event, Nasdaq rules would permit the Company to appeal the delisting determination to a Nasdaq Hearings Panel.
Ground Tunnel Consulting Services Agreement
On July 15, 2025, Alpha Transform Holdings, a related party of the Company, entered into a consulting service agreement with Ground Tunnel Capital LLC, a third-party advisory and marketing consultant. This consulting service agreement was assigned to the Company on October 25, 2025. The effective date of the agreement occurred upon the closing of the subsequent private placement of ordinary shares, which occurred on September 25, 2025, with contractual services to be provided through July 15, 2028. $1.0 million was paid upon execution of the contract, with subsequent milestone payments of $0.25 million due on each October 15, 2025, January 15, 2026, April 15, 2026 and July 15, 2026. On April 15, 2026, the Company submitted its third milestone payment in the amount of $0.25 million.
Treasury Management Agreement
At the closing of the Company’s financing on September 25, 2025, the Company entered into a treasury management agreement (the “DWF TMA”) with DWF MaaS Limited (“DWF”), pursuant to which the Company appointed DWF to manage $15.0 million that DWF contributed in the September 2025 financing and implement the TON treasury strategy for the Company. Under the DWF TMA, DWF is entitled to retain 100% of all profits earned until the balance with DWF reaches $150.0 million at which point the Company will earn a 3% yield on all DWF-managed TON holdings, and additionally 10% of any profits from asset management will be shared with the Company. In consideration for the services to be provided, the Company issued 160,000 ordinary shares to DWF, which shares shall vest linearly over a period of three (3) years from the date of issue to DWF. The initial term of the agreement is 3 years and will commence on the date that the aggregate transfers from the Company to DWF reach $150 million.
The Company has the right to terminate the agreement with 90 days’ notice provided that a) the termination notice is submitted more than 18 months following commencement of the contract term, and b) the Company publicly announces it will cease its strategy of holding TON as a treasury asset. Pursuant to the DWF AMA, DWF is entitled to convert the Ordinary Shares it subscribed for in the September 2025 private placement into an equivalent value of TON from the amount of TON held by DWF on behalf of the Company up to a maximum value of $15,000,000. DWF was granted the right to exercise this conversion option at any time within twelve months from August 25, 2025.
| F-35 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 20. COMMITMENTS AND CONTINGENT LIABILITIES (Cont’d)
The range of management and trading activities that DWF is authorized to conduct under the DWF AMA is limited to market-making, buying and selling the TON tokens, and providing liquidity on decentralized or centralized exchanges. DWF cannot use derivatives as part of their mandate. DWF is mandated to actively manage the assets under management to provide market liquidity in TON trading pairs and generate a return. DWF is required to hold and secure the assets using institutional-grade custody solutions, which may include qualified third-party custodians, centralized cryptocurrency exchanges, multi-party computation (MPC) wallets, and other industry-standard security protocols designed to safeguard digital assets.
In addition to the initial $15.0 million that DWF contributed in the September 2025 financing, the Company is required to make additional transfers of a) $5 million 15 days after the close of the September 2025 financing, and b) $55.0 million within 3 months of the September 2025 financing, with no less than $20.0 million to be transferred each month. The Company also agrees to transfer 50% of any subsequent treasury fundraising to DWF for asset management until the total assets under management total $225.0 million. Through December 30, 2025, there had been no additional transfers to DWF, and DWF was managing only the $15.0 million of their own funds that they contributed as part of the September 2025 financing.
On December 30, 2025, the Company entered into that certain Settlement Agreement and Release (the “Settlement Agreement”), by and between the Company and DWF MaaS Limited (“DWF”). The Settlement Agreement resolves certain disputes over the rights and obligations related to that certain Treasury Management Agreement, dated as of August 25, 2025 (the “Treasury Management Agreement”), by and between the Company and DWF, pursuant to which the Company appointed DWF to manage and implement a portion of the Company’s TON treasury strategy. On September 25, 2025, DWF subscribed for (i) 105,000 ordinary shares (the “Shares”) of the Company, no par value per share (the “Ordinary Shares”), and (ii) pre-funded warrants to purchase up to 2,513,240 Ordinary Shares (the “Pre-Funded Warrants” and together with the Shares, the “Repurchase Securities”), in exchange for consideration of USD1 $15,000,000, in each case pursuant to that certain Securities Purchase Agreement, dated as of September 2, 2025, by and between the Company and certain investors party thereto (including DWF). Also on September 25, 2025, pursuant to the terms of the Treasury Management Agreement, the Company and DWF entered into that certain Ordinary Share Issuance Agreement (the “Restricted Share Agreement”), pursuant to which the Company issued 160,000 Ordinary Shares (the “Restricted Shares”) to DWF, with such Restricted Shares vesting linearly over a three (3) year period from the date of issuance. Pursuant to the Settlement Agreement, the Company agreed to: (i) purchase the Repurchase Securities from DWF for an aggregate amount of USD1 $15,000,000 (or whatever amount remains in the digital wallet used to fund the initial deposit pursuant to the Treasury Management Agreement); (ii) remove the vesting restrictions applicable to the Restricted Shares; and (iii) pay DWF USD $35,000. As part of the Settlement Agreement, the Company and DWF each agreed to a mutual full release of claims. Further, the Treasury Management Agreement and the Restricted Share Agreement were terminated and no longer enforceable.
Vertical Data Server Purchase Agreement
On January 5, 2026, the Company signed an agreement with Vertical Data Inc. to acquire 72 Dell XE9780-B300 Servers containing a total of 576 GPUs along with associated required networking equipment, at a total cost of $40.9 million. On the same day a deposit of $2.0 million was made, with additional deposits made in January and February 2026 of $6.0 million for a total of $8.6 million in deposits made in order to hold the allocation of servers. The remaining cost of the acquisition will be funded via a GPU equipment financing lender. The anticipated asset-backed loan will be non-recourse to the Company.
NOTE 21. RELATED PARTY TRANSACTIONS
Private Placement Financing
On January 29, 2025, the Company completed the sale of 524,390 ordinary shares for aggregate proceeds of $2,150,000, at a per share price of $4.10, the closing price of a share on Nasdaq on the date preceding the date of the securities purchase agreement. The shares were sold to two former directors of the Company, Messrs. Gregory Bailey and James Mellon. The shares were sold in a private placement transaction pursuant to Regulation S, and were issued as restricted stock. The proceeds are being used for general corporate purposes and working capital.
SalvaRx Acquisition
Two of the Company’s former directors, Messrs. Gregory Bailey and James Mellon, are also directors of SalvaRx Group plc, a company which owned approximately 2.2% of the Company’s issued and outstanding ordinary shares as of March 31, 2025. As of March 31, 2026, SalvaRx Group plc owns no issued and outstanding shares of the Company.
| F-36 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 21. RELATED PARTY TRANSACTIONS (Cont’d)
Investments
The Company has entered into related party transactions and certain services agreements with certain of its shareholders. Key management personnel of the Company have also entered into related party transactions with certain of its shareholders. Key management personnel are those people who have the authority and responsibility for planning, directing and controlling the activities of the Company, including directors and senior management of the Company.
The following subsidiaries and associates are considered related parties:
(a) iOx. Upon execution of the iOx Share Exchange on July 18, 2022, the non-Alpha Compute director resigned from the iOx board leaving two Alpha Compute insiders as directors. The management team of Alpha Compute comprises the management team of iOx.
(b) Saugatuck. Saugatuck is 70% owned by the Company and is controlled by Alpha Compute.
(c) Portage Development Services Inc. PDS provides human resources and other services to each operating subsidiary of Alpha Compute through shared services agreements.
Transactions between the parent company and its subsidiaries, which are related parties, have been eliminated in consolidation and are not disclosed in this note.
Board Resignations and Appointments
On April 25, 2024, Mark Simon resigned all of his positions on the Board of Directors, and on April 26, 2024, Linda Kozick and Dr. Robert Glassman resigned all of their positions on the Board of Directors. On April 30, 2024, Dr. Jean -Christophe Renondin and Dr. Justin Stebbing were elected to the Board. On August 3, 2025, Justin Stebbing, and Jean-Christophe Renondin resigned from the Board of Directors and Brittany Kaiser was appointed to the Board. On September 25, 2025, Gregory Bailey and James Mellon resigned from the Board of Directors and Michael Terpin and Enzo Villani were appointed to the Board. On December 19, 2025, Alexander Pickett resigned from the board of directors of the Company. On February 6, 2026 Steven Mintz resigned from the board of directors and was replaced with F. Dan Siciliano.
Advisory Agreement
On August 20, 2025, the Company entered into an independent contractor agreement with Ralph Matthew McKibbin (the “McKibbin Agreement”), pursuant to which Mr. McKibbin will provide development advisory services to the Company. Mr. McKibbin is entitled to an equity grant in options at a strike price equal to the fair market value on the date of the grant of 0.25% of the issued and outstanding ordinary shares of the Company after giving effect to the number of issued and outstanding ordinary shares of the Company as of immediately after the Closing. 50% of the options will vest immediately and the remaining 50% shall vest in equal installments over a 12-month period. Due to the relationship between Ms. Kaiser and Mr. McKibbin, the McKibbin Agreement is a related party transaction for Ms. Kaiser.
Relationship with DecentraNet
DecentraNet is an early-stage venture investment fund and advisory firm. They invest at the earliest stages (F&F, Pre-Seed, and Seed), and have advisory clients ranging from startups to multi-billion dollar public companies. In Fiscal 2026 the Company paid DecentraNet a total of $55,000 for advisory and fundraising services. Mr. McKibbin is the founder of DecentraNet and a related party to the Company.
Retention Agreements and General Releases
On July 22, 2024, the Company and Portage Development Services, Inc. entered into a Retention Agreement and General Release (“Retention Agreement”) with each of Allan Shaw, the Company’s former Chief Financial Officer (“Employee”) and Joseph Ciavarella, the Company’s former controller (“Consultant”). Under the terms of each of the Retention Agreements, Employee’s current employment agreement and Consultant’s current consulting agreement both terminated on July 22, 2024, except with respect to certain provisions. In return for continuing to provide services to the Company and its affiliates and completing certain tasks as described in the respective Retention Agreements, the Company paid an aggregate $0.2 million (the “Retention Amount”) to Employee and Consultant, in addition to their monthly pay through September 30, 2024.
The Company accrued the Retention Amount, as well as the monthly pay totaling $0.2 million through September 30, 2024, in the consolidated financial statements for the three months ended June 30, 2024, as the material terms of the Retention Agreements were known and agreed upon at June 30, 2024. In accordance with the terms of the Retention Agreements, the Company paid in full the Retention Amount and issued 14,348 ordinary shares to the Employee and Consultant in lieu of cash bonuses accrued in Fiscal 2023 totaling $0.1 million by September 30, 2024, the date on which the Employee’s employment and the Consultant’s consulting relationship with the Company and its affiliates ended.
| F-37 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 21. RELATED PARTY TRANSACTIONS (Cont’d)
Relationship with Compedica
As discussed in Note 10, the Company acquired an equity interest in Compedica, a U.K.-based biotechnology company specializing in medical devices for support with complications from diabetes. The investment was made in a stock-for-stock transaction whereby Compedica obtained a corresponding 27.4% interest in the Company, which was subsequently diluted in connection with the private financing in September 2025. As of September 30, 2025, Compedica owned 11.9% of the Company’s ordinary shares issued and outstanding. At the time of the Compedica investment, Jim Mellon was a director of both Compedica and the Company and a greater than 5% owner of the Company.
On February 6, 2026, the Company and Compedica agreed to exchange their ownership interests in the counterparty with each other, with the 625,000 shares in the Company held by Compedica being returned to the Company’s treasury and the investment being exited. As of March 31, 2026, the Company no longer has any affiliation with Compedica, its employees, or directors, excepting the 625,000 Company shares to be returned, which was completed on May 21, 2026.
Asset Management Agreement
At the closing of the Company’s financing on September 25, 2025, the Company entered into an Asset Management Agreement (the “Asset Management Agreement”) with Alpha Sigma Capital, LLC (the “Asset Manager”). Pursuant to the Asset Management Agreement, the Asset Manager shall provide discretionary investment management services with respect to, among other assets (including without limitation certain subsequently raised funds), certain of the Company’s net proceeds from the Offering (the “Account Assets”) in accordance with the terms of the Asset Management Agreement.
Under the Asset Management Agreement, the Company shall pay the Asset Manager an asset-based fee equal to 1.0% per annum of the Account Assets. The Account Assets managed under the agreement are held in the name of the Company and remain under Company control. The agreement term is one year, after which it renews automatically and can be terminated by the Company with 90 days’ notice, provided that the Company has decided to end the TON digital asset treasury strategy.
The Asset Manager is mandated to invest the Account Assets principally with a long-only strategy primarily in TON, including staking (and restaking) TON to improve returns. The Asset Manager is not permitted to invest in any OTC derivatives, futures contracts, or option contracts that would require the Asset Manager to register as a commodity pool operator or commodity trading advisor.
Mr. Enzo Villani, Chief Investment Officer of the Company, is the Chief Executive Officer and Chief Investment Officer of the Asset Manager. Alpha Sigma Capital was also an investor in the Company’s September 2025 financing.
Alpha Transform Holdings
Alpha Transform Holdings ("ATH") is a related party of the Company because it is majority-owned by Enzo Villani, CIO and Chairman, and Michael Terpin, board member. On July 15, 2025, ATH entered into a consulting service agreement with Ground Tunnel Capital LLC, a third-party advisory and marketing consultant. This consulting service agreement was assigned to the Company on October 25, 2025, after Company board approval on October 20, 2025. The effective date of the agreement occurred upon the closing of the subsequent private placement of ordinary shares, which occurred on September 25, 2025, with contractual services to be provided through July 15, 2028. $1.0 million was paid upon execution of the contract, with subsequent milestone payments of $0.25 million due on each October 15, 2025, January 15, 2026, April 15, 2026 and July 15, 2026. On April 15, 2026, the Company submitted its third milestone payment in the amount of $0.25 million.
Blockchain Wire / Content Syndicate
Content Syndicate (dba Blockchain Wire) is a press release distribution service focused on news from blockchain and crypto companies and projects. Their global reach includes distribution to broadcast and online media outlets, social media sites, trade publications, leading blogs, industry executives, influencers and investors. They offer multiple distribution options, ease-of-use, broad partnership integrations and a dedicated client services team. In Fiscal 2026 we paid Content Syndicate a total of $0.2 million for distribution and placement of press releases and media buys. Content Syndicate is a related party by virtue of being owned by Enzo Villani and Michael Terpin.
Compensation Arrangements
The following table summarizes all compensation paid or payable by the Company to its directors and senior management for the fiscal years ended March 31, 2026, 2025, and 2024.
| Years ended March 31, | 2026 | 2025 | 2024 | |||||||||
| Short-term employee benefits (salary, bonus, etc.) | 4,052 | 1,3787 | 2,127 | |||||||||
| Post-employment benefits | ||||||||||||
| Other long-term benefits | ||||||||||||
| Termination benefits | 152 | 49 | ||||||||||
| Share-based payment compensation | 1,600 | 590 | ||||||||||
| 5,804 | 1,968 | 2,176 | ||||||||||
| F-38 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 21. RELATED PARTY TRANSACTIONS (Cont’d)
Compensation Arrangements
The following tables and accompanying notes set forth all compensation paid or payable by the Company to its directors and senior management for the fiscal years ended March 31, 2026, 2025, and 2024. The share information is adjusted to give effect to the 1-for-20 reverse share split completed on August 15, 2024.
Director Compensation
| Name & Principal Position | Year | Fee and Salary(1) | Bonus | Transaction Closing Bonus(3) | Securities Under Options Granted | Shares or Units(16) | Other(3) | Total Compensation | ||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
| Michael Terpin | ||||||||||||||||||||||||||||||||
| 2026 | 61,250 | - | - | - | - | - | 61,250 | |||||||||||||||||||||||||
| F. Daniel Siciliano | ||||||||||||||||||||||||||||||||
| 2026 | 17,500 | - | - | - | - | - | 17,500 | |||||||||||||||||||||||||
| Gregory H. Bailey, M.D.(6) | ||||||||||||||||||||||||||||||||
| 2026 | 30,000 | 25,000 | - | - | - | - | 55,000 | |||||||||||||||||||||||||
| 2025 | 30,000 | - | - | - | - | - | 30,000 | |||||||||||||||||||||||||
| 2024 | 49,500 | - | - | - | - | - | 49,500 | |||||||||||||||||||||||||
| James Mellon(6) | ||||||||||||||||||||||||||||||||
| 2026 | 30,000 | 25,000 | - | - | - | - | 55,000 | |||||||||||||||||||||||||
| 2025 | 30,000 | - | - | - | - | - | 30,000 | |||||||||||||||||||||||||
| 2024 | 35,242 | - | - | - | - | - | 35,242 | |||||||||||||||||||||||||
| Steven Mintz(8) | ||||||||||||||||||||||||||||||||
| 2026 | 77,500 | 25,000 | - | 54,796 | - | - | 157,296 | |||||||||||||||||||||||||
| 2025 | 30,000 | - | - | 113,158 | (5) | - | - | 143,158 | ||||||||||||||||||||||||
| 2024 | 45,750 | - | - | - | - | - | 45,750 | |||||||||||||||||||||||||
| Jean-Christophe Renondin, M.D.(7) | ||||||||||||||||||||||||||||||||
| 2026 | 30,000 | 25,000 | - | 54,796 | - | - | 109,796 | |||||||||||||||||||||||||
| 2025 | 30,000 | - | - | 96,992 | (5) | - | - | 126,992 | ||||||||||||||||||||||||
| 2024 | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| Justin Stebbing, M.D. PhD(7) | ||||||||||||||||||||||||||||||||
| 2026 | 30,000 | 25,000 | - | 64,760 | - | - | 119,760 | |||||||||||||||||||||||||
| 2025 | 30,000 | - | - | 121,240 | (5) | - | - | 151,240 | ||||||||||||||||||||||||
| 2024 | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| Linda Kozick(9) | ||||||||||||||||||||||||||||||||
| 2026 | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| 2025 | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| 2024 | 42,000 | - | - | - | - | - | 42,000 | |||||||||||||||||||||||||
| Mark Simon(9) | ||||||||||||||||||||||||||||||||
| 2026 | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| 2025 | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| 2024 | 55,500 | - | - | - | - | - | 55,500 | |||||||||||||||||||||||||
| Robert Glassman(9) | ||||||||||||||||||||||||||||||||
| 2026 | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| 2025 | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| 2024 | 45,258 | - | - | - | - | - | 45,258 | |||||||||||||||||||||||||
| F-39 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 21. RELATED PARTY TRANSACTIONS (Cont’d)
Executive Officer Compensation
| Name & Principal Position | Year | Fee and Salary(1) | Bonus | Transaction Closing Bonus(3) | Securities Under Options Granted | Shares or Units(16) | Other(3) | Total Compensation | ||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
| Executive Officers | ||||||||||||||||||||||||||||||||
| Brittany Kaiser | ||||||||||||||||||||||||||||||||
| Chief Executive Officer and Director | 2026 | 661,290 | - | 500,000 | 218,219 | 149,015 | 187,102 | 1,715,627 | ||||||||||||||||||||||||
| Enzo Villani | ||||||||||||||||||||||||||||||||
| Chief Investment Officer and Director | 2026 | 369,355 | - | 500,000 | 218,219 | 248,359 | - | 1,335,933 | ||||||||||||||||||||||||
| Wes Levitt | ||||||||||||||||||||||||||||||||
| Chief Financial Officer | 2026 | 219,086 | - | - | - | 219,086 | ||||||||||||||||||||||||||
| Yury Mitin | ||||||||||||||||||||||||||||||||
| Chief Business Development Officer | 2026 | 369,355 | - | 500,000 | 218,219 | 99,344 | - | 1,186,918 | ||||||||||||||||||||||||
| Alexander Pickett(10) | ||||||||||||||||||||||||||||||||
| Chief Executive Officer and Director | 2026 | 51,250 | 25,000 | - | 234,132 | - | 39.6 | 310,422 | ||||||||||||||||||||||||
| 2025 | 30,000 | - | - | 145,488 | (5) | - | - | 175,488 | ||||||||||||||||||||||||
| Ian Walters(11) | ||||||||||||||||||||||||||||||||
| Chief Executive Officer and Chairman of the Board | 2026 | - | - | - | - | - | 152,383 | 152,383 | ||||||||||||||||||||||||
| 2025 | 453,186 | - | - | - | - | 54,716 | 507,902 | |||||||||||||||||||||||||
| 2024 | 642,700 | - | - | - | - | 75,185 | 717,885 | |||||||||||||||||||||||||
| Andrea Park(12) | ||||||||||||||||||||||||||||||||
| Chief Financial Officer | 2026 | 218,429 | 50,000 | - | 39,857 | - | - | 308,286 | ||||||||||||||||||||||||
| 2025 | 163,790 | - | - | 113,158 | (5) | - | 28,659 | 305,607 | ||||||||||||||||||||||||
| Allan Shaw(13) | 2026 | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| Chief Financial Officer and Secretary | 2025 | 234,500 | - | - | - | - | - | 234,500 | ||||||||||||||||||||||||
| 2024 | 469,000 | - | - | - | - | 49,205 | 518,205 | |||||||||||||||||||||||||
| Robert Kramer | ||||||||||||||||||||||||||||||||
| Chief Scientific Officer | 2026 | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| 2025 | 112,500 | - | - | - | - | 6,750 | 119,250 | |||||||||||||||||||||||||
| 2024 | 168,750 | - | - | - | - | 17,141 | 185,891 | |||||||||||||||||||||||||
| Brian Wiley(14) | ||||||||||||||||||||||||||||||||
| Chief Business Officer | 2026 | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| 2025 | 114,844 | - | - | - | - | 8,627 | 123,471 | |||||||||||||||||||||||||
| 2024 | 153,125 | - | - | - | - | 2,297 | 155,422 | |||||||||||||||||||||||||
| Justin Fairchild(15) | ||||||||||||||||||||||||||||||||
| Vice President of Development | 2026 | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| 2025 | 20,000 | - | - | - | - | - | 20,000 | |||||||||||||||||||||||||
| 2024 | 270,000 | - | - | - | - | 55,301 | 325,301 | |||||||||||||||||||||||||
| F-40 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 21. RELATED PARTY TRANSACTIONS (Cont’d)
Notes
| (1) | Represents base salary earned by executive officers in accordance with their respective contractor agreements and director’s fees earned by directors. For Brittany Kaiser, Enzo Villani, Yury Mitin, and Wes Levitt, their base salary is comprised of equal portions payable in USD and TON tokens. The figures in the table represent the sum of both. To date, these executives’ USD portions of their salaries have been paid monthly, while the TON portions have been accrued by the Company. |
| (2) | Dr. Bailey, Mr. Mellon, Mr. Mintz and Ms. Kozick waived their directors’ fees with respect to the three months ended March 31, 2024. |
| (3) | The contractor agreements for executives Brittany Kaiser, Enzo Villani, and Yury Mitin each provided for bonuses consisting of $250,000 in cash and $250,000 worth of TON tokens, payable upon the Company raising at least $50 million in equity financing through private or public share offerings. This milestone was achieved on January 14, 2026, upon the closing of a $15 million registered direct share offering, which, together with prior equity financings, resulted in aggregate equity financing proceeds in excess of $50 million. During Fiscal 2026, the Company paid the cash portion of the bonus to each executive and accrued the TON token portion of each executive’s bonus. |
| (4) | Represents employee benefits paid by the Company. |
| (5) | Represents the aggregate grant date fair value of 14,600 options to purchase ordinary shares granted on March 30, 2023, which vested on the first anniversary of the date of grant. |
| (6) | Represents the aggregate grant date fair value of options to purchase ordinary shares granted on March 7, 2025, which one-quarter vested immediately, one-quarter vested on March 7, 2026, and the remaining balance to vest in equal parts on March 7, 2027 and March 7, 2028. |
| (7) | Mr. Mellon and Dr. Bailey served as directors of the Company through September 25, 2025. |
| (8) | Dr. Renondin and Dr. Stebbin served as directors of the Company through August 3, 2025. |
| (9) | Mr. Mintz served as a director of the Company through February 6, 2026. |
| (10) | Ms. Kozick and Dr. Glassman served as directors of the Company through April 25, 2024, and Mr. Simon served as a director of the Company through April 24, 2024. |
| (11) | Mr. Pickett was appointed as our Chief Executive Officer under a consultancy agreement and joined our Board of Directors on December 15, 2024. He resigned as Chief Executive Officer on August 2, 2025 and departed the Board of Directors on December 19, 2025. |
| (12) | Dr. Walters served as our Chief Executive Officer and Chairman of our Board of Directors through December 14, 2024. In accordance with his employment agreement, all unvested share options at that time vested immediately. |
| (13) | Ms. Park was appointed as our Chief Financial Officer on September 30, 2024 and left the Company in October 2025. |
| (14) | Mr. Shaw served as our Chief Financial Officer and Secretary through September 30, 2024. Other compensation in the amount of $127,250 represent payments made to Mr. Shaw under a Retention Agreement and General Release (“Retention Agreement”) dated July 22, 2024. Additional information concerning the Retention Agreement may be found in Note 14, Related Party Transactions to the consolidated financial statements included elsewhere in this Annual Report. |
| (15) | Mr. Wiley served as our Chief Business Officer through November 15, 2024. In accordance with his employment agreement, all unvested share options at that time vested immediately. |
| (16) | Mr. Fairchild resigned as our Vice President of Development in January 2024 but continued to provide his services as a consultant through May 31, 2024, his resignation date. |
| (17) | On March 11, 2026, the Board authorized the grant of 149,015 RSUs to Ms. Kaiser, 99,344 RSUs to Mr. Mitin, and 248,359RSUs to Mr. Villani, which were owed pursuant to their contractor agreements upon the Company raising at least $50 million in equity financing via either private or public share offerings. These RSUs were formally granted on April 29, 2026. |
| F-41 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 21. RELATED PARTY TRANSACTIONS (Cont’d)
Outstanding Equity Awards at Fiscal Year-End
The following table and related notes provide certain information regarding all outstanding equity awards for our executive officers as of March 31, 2026, as adjusted to give effect to the 1-for-20 reverse share split completed on August 15, 2024:
| Option Awards | Stock Awards(6) | |||||||||||||||||||||||||
| Number of | Number of Shares or | Market Value of Shares or | ||||||||||||||||||||||||
| Securities Underlying | Option | Option | Units of Stock | Units of Stock | ||||||||||||||||||||||
| Unexercised Options | Exercise | Expiration | That Have | That Have | ||||||||||||||||||||||
| Name | Grant Date | Exercisable(1) | Unexercisable | Price | Date | Not Vested | Not Vested | |||||||||||||||||||
| Alexander Pickett(2) | 3/7/2025 | 36,000 | - | 4.45 | 3/7/2035 | - | - | |||||||||||||||||||
| 7/27/2025 | 45,937 | - | 5.73 | 7/27/2035 | - | - | ||||||||||||||||||||
| Ian B. Walters(3) | 3/30/2023 | 15,085 | - | 58.40 | 12/14/2026 | - | - | |||||||||||||||||||
| 1/19/2022 | 6,285 | - | 204.40 | 12/14/2026 | - | - | ||||||||||||||||||||
| 1/13/2021 | 7,550 | - | 355.00 | 12/14/2026 | - | - | ||||||||||||||||||||
| Andrea E. Park(4) | 3/7/2025 | 28,000 | - | 4.45 | 3/7/2035 | - | - | |||||||||||||||||||
| 7/27/2025 | 7,820 | - | 5.73 | 7/27/2035 | - | - | ||||||||||||||||||||
| Allan Shaw(5) | 3/30/2023 | 1,761 | - | 58.40 | 9/30/2026 | - | - | |||||||||||||||||||
| 1/19/2022 | 840 | - | 204.40 | 9/30/2026 | - | - | ||||||||||||||||||||
| 1/13/2021 | 6,550 | - | 355.00 | 9/30/2026 | - | - | ||||||||||||||||||||
| Robert Kramer(6) | 3/30/2023 | 2,771 | - | 58.40 | 3/30/2033 | - | - | |||||||||||||||||||
| 1/19/2022 | 1,255 | - | 204.40 | 1/19/2032 | - | - | ||||||||||||||||||||
| 1/13/2021 | 3,050 | - | 355.00 | 1/13/2031 | - | - | ||||||||||||||||||||
| Brian Wiley(7) | 3/30/2023 | 2,386 | - | 58.40 | 11/15/2026 | - | - | |||||||||||||||||||
| 1/19/2022 | 3,000 | - | 204.40 | 11/15/2026 | - | - | ||||||||||||||||||||
| Brittany Kaiser(8) | 3/11/2026 | 545,315 | - | 1.30 | 5/14/2036 | - | - | |||||||||||||||||||
| Enzo Villani(8) | 3/11/2026 | 545,315 | - | 1.30 | 5/14/2036 | - | - | |||||||||||||||||||
| Yury Mitin(8) | 3/11/2026 | 545,315 | - | 1.30 | 5/14/2036 | - | - | |||||||||||||||||||
| F-42 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 21. RELATED PARTY TRANSACTIONS (Cont’d)
Notes
| (1) | Except as set forth below, vesting of all options is subject to continued service as an employee, director and/or consultant of Alpha Compute or a subsidiary on the applicable vesting date. One fourth of the options vested or will vest on the first anniversary of the date of grant, and the remaining balance of the options vested or will vest in 36 equal monthly installments thereafter. |
| (2) | On December 15, 2024, Mr. Pickett was appointed as a director of the Company and our Chief Executive Officer under a consultancy agreement and served in such capacities through December 19, 2025, his resignation date. These options were awarded to Mr. Pickett for his services as a director. One fourth of the options vested immediately on grant date, and the remaining vest in three equal annual installments thereafter. |
| (3) | Dr. Walters served as our Chief Executive Officer and a director of the Company through December 14, 2024. Pursuant to the terms of his employment agreement, all unvested share options immediately vested on such date. Pursuant to the terms of his share option agreements, the vested share options are exercisable for two years from this date. |
| (4) | On September 30, 2024, Ms. Park was appointed as our Chief Financial Officer and departed the Company in October 2025. One fourth of the options vested immediately on the grant date, and the remaining vest in three equal annual installments thereafter. |
| (5) | Mr. Shaw served as our Chief Financial Officer through September 30, 2024. Pursuant to the terms of his share option agreements, the vested share options are exercisable for two years from such date. |
| (6) | The above table excludes 4,550 RSUs to Mr. Kramer granted on January 13, 2021, with a grant date value of $1,615,250, which vested on the grant date but are subject to certain restrictions and 860 RSUs granted on January 19, 2022 with a grant date value of $175,784, which vested on the grant date. |
| (7) | Mr. Wiley served as our Chief Business Officer through November 15, 2024. Pursuant to the terms of his employment agreement, all unvested shares immediately vested on such date. Pursuant to the terms of his share option agreement, the vested share options are exercisable for two years from such date. |
| (8) | On March 11, 2026, the Board authorized the grant of 545,315 share options each to Ms. Kaiser, Mr. Mitin, and Mr. Villani, which were owed pursuant to their contractor agreements upon the Company raising at least $50 million in equity financing via either private or public share offerings. These share options were formally granted on May 14, 2026. |
NOTE 22. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Company’s financial instruments recognized in the Company’s consolidated statements of financial position consist of the following:
Fair value estimates are made at a specific point in time, based on relevant market information and information about financial instruments. These estimates are subject to and involve uncertainties and matters of significant judgment; and therefore, these estimates cannot be determined with precision. Changes in assumptions could significantly affect these estimates.
| F-43 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 22. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Cont’d)
The following table summarizes the Company’s financial instruments as of March 31, 2026 and 2025 (in thousands):
| March 31, | ||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||
Amortized Cost | FVTOCI | FVTPL | Amortized Cost | FVTOCI | FVTPL | |||||||||||||||||||
| Financial assets | ||||||||||||||||||||||||
| Cash and cash equivalents | $ | 686 | $ | — | $ | — | $ | 1,670 | $ | — | $ | — | ||||||||||||
| Stablecoin | $ | 21 | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
| Prepaid expenses and other current assets | $ | 1,984 | $ | — | $ | — | $ | 555 | $ | — | $ | — | ||||||||||||
| March 31, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Amortized
Cost | FVTPL | Amortized Cost | FVTPL | |||||||||||||
| Financial liabilities | ||||||||||||||||
| Accounts payable and accrued liabilities | $ | 4,146 | $ | — | $ | 1,100 | $ | — | ||||||||
| TON payable to settle put rights exercised | $ | — | $ | 1,425 | $ | — | $ | — | ||||||||
| Put right liability | $ | — | $ | 7,105 | $ | — | $ | — | ||||||||
| Warrant liability | $ | — | $ | 192 | $ | — | $ | 1,952 | ||||||||
| Lease liability - current and noncurrent | $ | — | $ | 138 | $ | — | $ | — | ||||||||
*FVTOCI refers to financial assets and liabilities with changes in fair value recognized within other comprehensive income.
**FVTPL refers to financial assets and liabilities with changes in fair value recognized within the statement of operations.
A summary of the Company’s risk exposures as it relates to financial instruments are reflected below.
| F-44 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 22. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Cont’d)
Fair value of Financial Instruments
The Company’s financial assets and liabilities are comprised of cash and cash equivalents, receivables and investments in equities and private entities, current digital assets at fair value, stablecoins, accounts payable and accrued liabilities, lease liability, and warrant liability.
The Company classifies the fair value of these transactions according to the following fair value hierarchy based on the amount of observable inputs used to value the instrument:
| · | Level 1 – Values are based on unadjusted quoted prices available in active markets for identical assets or liabilities as of the reporting date. |
| · | Level 2 – Values are based on inputs, including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the marketplace. Prices in Level 2 are either directly or indirectly observable as of the reporting date. |
| · | Level 3 – Values are based on prices or valuation techniques that are not based on observable market data. Investments are classified as Level 3 financial instrument. |
Assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement within the fair value hierarchy.
Management has assessed that the fair values of cash and cash equivalents, other receivables and accounts payable approximate their carrying amounts largely due to the short-term maturities of these instruments.
The following methods and assumptions were used to estimate their fair values:
Investment in Compedica: The fair value of the investment used by management is based on multiples analysis of publicly traded comparable companies as the Company is pre-revenue, along with Compedica’s holdings in the Company’s ordinary shares (Level 3 inputs) (see Note 10, “Investment in Compedica”).
Put Option Liability: The fair value is estimated using a Black-Scholes model and in certain cases, a Monte Carlo simulation (Level 3) (see Note 12, “Put Right Liability and TON Payable”).
TON Payable: The fair value corresponds to the valuation of the TON owed to the respective investors based on the Level 3 inputs denoted above (see Note 12, “Put Right Liability and TON Payable”).
Warrant Liability: The Series B Warrants, the Series C Warrants and the 2023 and 2026 Placement Agent Warrants include the obligation, in the event of a Fundamental Transaction, as defined in the Series B Warrants, the Series C Warrants and the 2023 and 2026 Placement Agent Warrants, for the Company or the successor entity to purchase the warrants from the holder at the discretion of the holder and at the Black-Scholes value, as defined in the warrant agreements. As a result, management concluded that, in line with IFRS 9 and paragraphs16A and 16B of IAS 32, such warrants will be accounted for as financial liabilities on the consolidated statement of financial position with the changes in fair value recognized in the consolidated statement of operations and other comprehensive loss. See Note 11, “Warrant Liability” for further discussion.
The fair value is estimated using a Black-Scholes model and in certain cases, a Monte Carlo simulation (Level 3) (see Note 11, “Warrant Liability”).
| F-45 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 22. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Cont’d)
The following tables present the Company’s assets, including digital assets accounted for in accordance with IAS 38 “Intangible Assets” (Level 1 and Level 3) (see Note 7, “Digital Assets”), and financial liabilities that are measured at fair value (in thousands):
| Schedule of liabilities measured at fair value on a recurring basis | ||||||||||||||||||||||||
| March 31, | ||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
| Financial and digital assets | ||||||||||||||||||||||||
| Digital assets at fair value, TON liquid | $ | 126 | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
| Digital assets at fair value, TON locked | $ | — | $ | — | $ | 2,366 | $ | — | $ | — | $ | — | ||||||||||||
| March 31, | ||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
| Financial liabilities | ||||||||||||||||||||||||
| TON payable to settle put rights exercised | $ | — | $ | — | $ | 1,425 | $ | — | $ | — | $ | — | ||||||||||||
| Put right liability | $ | — | $ | — | $ | 7,105 | $ | — | $ | — | $ | — | ||||||||||||
| Warrant liability | $ | — | $ | — | $ | 192 | $ | — | $ | — | $ | 1,952 | ||||||||||||
Credit Risk, Liquidity Risk, Digital Asset Risk, and Foreign Currency Risk
Our financial instruments are exposed to certain financial risks: Credit Risk, Liquidity Risk, Digital Asset Risk, and Foreign Currency Risk.
Credit Risk
Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The credit risk is attributable to various financial instruments, as noted below. The credit risk is limited to the carrying value as reflected in the Company’s consolidated statements of financial position.
Cash and cash equivalents: Cash and cash equivalents comprise cash on hand and amounts invested in underlying treasury and money market funds that are readily convertible to a known amount of cash with three months or less from date of acquisition and are subject to an insignificant risk of change in value. As of March 31, 2026 and 2025, cash equivalents was comprised of a money market account with maturities less than 90 days from the date of purchase. Cash and cash equivalents are held with major international financial institutions and therefore the risk of loss is minimal.
Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions without incurring unacceptable losses or risking harm to the Company’s reputation. The Company holds sufficient cash and cash equivalents to satisfy current obligations under accounts payable and accruals. The Company monitors its liquidity position regularly to assess whether it has the funds necessary to meet its operating needs and needs for investing in new projects.
Digital Asset Risk
The Company is subject to various risks including market risk, liquidity risk and other risks related to its concentration in TON and other digital assets. Investing in digital assets is currently highly speculative and volatile.
The price of our digital assets has been, and will likely continue to be, highly volatile. Our financial results and the market price of our common stock could be materially adversely affected if the price of our digital assets decreases substantially, as it has in the past, including as a result of shifts in market sentiment, speculative trading, macroeconomic trends, technology-related disruptions and regulatory announcements.
| F-46 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 22. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Cont’d)
Our historical financial statements do not reflect the potential variability in earnings that we may experience in the future from holding or selling digital assets. Accordingly, volatility in our earnings may be significantly more than what we experienced in prior periods, and it may be difficult to evaluate the Company’s business and future prospects. We also may need to perform an analysis each quarter to identify whether events or changes in circumstances indicate that our digital assets are impaired.
The Company will face risks relating to the custody of its digital assets. Cybersecurity threats, including hacking, phishing and other malicious attacks, could result in the loss, theft or misappropriation of our digital assets. If we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our private keys, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our digital assets and our financial condition and results of operations could be materially adversely affected.
There is a risk that some or all of the Company’s digital assets could be lost or stolen. There can be no assurance that our custodians will maintain adequate insurance or that such coverage will cover any losses with respect to the Company’s digital assets. Further, transactions in digital assets are irrevocable. Stolen or incorrectly transferred digital assets may be irretrievable. As a result, any incorrectly executed transactions of the Company’s digital assets could adversely affect an investment in the Company’s common stock.
The Company’s shareholders have no specific rights to any specific digital assets. In the event of the insolvency of the Company, its assets may be inadequate to satisfy a claim by its shareholders.
The SEC has stated that certain digital assets may be considered securities under federal securities laws. The test for determining whether a particular digital asset is a security is complex and difficult to apply, and the outcome is difficult to predict. Future developments could change the legal status of digital assets we hold. If our digital assets are determined to be securities under federal or state securities laws or in a proceeding in a court of law, or otherwise, it may have material adverse consequences for our digital assets, making them more difficult to be traded, cleared or custodied compared to other digital assets that are not considered securities. In addition, if our digital assets are considered securities, the Company could be considered an unregistered investment company under the Investment Company Act of 1940, which could necessitate the Company’s liquidation. If the Company is required to comply with additional regulatory obligations, it could result in a significant increase in operating expenses and make it difficult to continue our current operations, which would materially and adversely affect our business, financial condition and results of operations.
As a company at an early stage of development and without significant internally generated cash flows, there are inherent liquidity risks, including the possibility that additional financing may not be available to the Company. The current uncertainty in global capital markets could have an impact on the Company’s future ability to access capital on terms that are acceptable to the Company. There can be no assurance that required financing will be available to the Company. See Note 17, “Capital Stock and Reserves,” for a discussion of the Company’s share offering and current funding levels.
Foreign Currency Risk
While the Company operates in various jurisdictions, substantially all of the Company’s transactions are denominated in the U.S. Dollar.
NOTE 23. SEGMENT REPORTING
While the Company operates in various jurisdictions, substantially all of the Company’s transactions are denominated in the U.S. Dollar.
Prior to the fiscal year ended March 31, 2026, the Company had one operating segment, Immuno-Oncology. In September 2025, in connection with the replacement of the previous leadership team, the Company made a strategic shift to digital assets and compute processing. While the majority of the Company’s operations following September 2025 are now focused on compute processing and digital assets, certain subsidiaries continue to operate in the immuno-oncology space.
Our management reporting system produces reports that present information about our business activities in a variety of ways. Based on these reports, the Chief Executive Officer, who is responsible for assessing the performance of our Company and for making resource allocation decisions as our Chief Operating Decision Maker (“CODM”), evaluates business activities based on several different results. Operating results are reviewed by operating segment, comprised of the Company’s two operating segments: Digital & Compute and Immuno-Oncology.
We use an operating loss indicator to measure the performance of our operating segments. Information about assets and liabilities is not regularly provided to our CODM.
| F-47 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 23. SEGMENT REPORTING (Cont’d)
Results by segment for the fiscal years ended March 31, 2026, 2025, and 2024 is as follows:
| Schedule of segment reporting | ||||||||||||||||
| March 31, | ||||||||||||||||
| 2026 | 2025 | 2024 | ||||||||||||||
| Digital & Compute | Immuno-Oncology | Immuno-Oncology | Immuno-Oncology | |||||||||||||
| Segment revenues | $ | 97 | $ | — | $ | — | $ | — | ||||||||
| Segment expenses | ||||||||||||||||
| Research and development | — | 2,801 | 3,129 | 12,535 | ||||||||||||
| General and administrative expenses | 16,344 | 3,855 | 4,254 | 5,664 | ||||||||||||
| Depreciation and amortization expense | 193 | — | 35 | 54 | ||||||||||||
| Segment loss from operations | (16,440 | ) | (6,656 | ) | (7,418 | ) | (18,253 | ) | ||||||||
| Change in fair value of warrant liability | 1,097 | 1,786 | (388 | ) | 6,868 | |||||||||||
| Change in fair value of deferred purchase price payable - Tarus and deferred obligation - iOx milestone | — | — | — | 11,305 | ||||||||||||
| Change in fair value of put rights, net of redemptions | (5,959 | ) | — | — | — | |||||||||||
| Loss on revaluation of digital assets | (1,411 | ) | — | — | — | |||||||||||
| Loss on revaluation of digital asset receivables | (2,349 | ) | — | — | — | |||||||||||
| Realized loss on sale of digital assets | (1,700 | ) | — | — | — | |||||||||||
| Realized loss on novation of digital asset receivables | 676 | ) | — | — | — | |||||||||||
| Gain on settlement with Parexel - iOx CRO | — | — | 946 | — | ||||||||||||
| Loss on Registered Direct Offering | — | — | — | (2,432 | ) | |||||||||||
| Offering costs | — | — | — | (662 | ) | |||||||||||
| Impairment loss - iOx IPR&D | — | — | — | (57,890 | ) | |||||||||||
| Impairment loss - Tarus IPR&D | — | — | — | (23,615 | ) | |||||||||||
| Impairment loss - Stimunity | — | — | — | (1,002 | ) | |||||||||||
| Impairment loss - Saugatuck | — | — | — | (178 | ) | |||||||||||
| Commitment fee under Committed Purchase Agreement | — | — | — | (839 | ) | |||||||||||
| Gain on dissolution of investment in associate | — | — | — | 27 | ||||||||||||
| Gain from sale of investment in public company | — | — | — | 725 | ||||||||||||
| Impairment loss - investment in Compedica | — | (4,804 | ) | — | — | |||||||||||
| Loss on revaluation of investment in Compedica | (182 | ) | — | — | — | |||||||||||
| Change in fair value of TON payable to settle put rights exercised | 51 | — | — | — | ||||||||||||
| Gain on settlement of TON payable | 336 | — | — | — | ||||||||||||
| Loss on settlement of put right liability | (916 | ) | — | — | — | |||||||||||
| Foreign exchange transaction (loss) gain | 4 | (5 | ) | (7 | ) | 7 | ||||||||||
| Interest (expense) income, net | (1,022 | ) | 8 | 86 | 242 | |||||||||||
| Loss on extinguishment of debt | (582 | ) | ||||||||||||||
| Gain on forgiveness of loan interest | $ | 837 | — | — | — | |||||||||||
| Share of losses from equity method investment | — | (44 | ) | — | (233 | ) | ||||||||||
| Segment loss before benefit for income taxes | (28,912 | ) | (9,715 | ) | (6,781 | ) | (85,930 | ) | ||||||||
| Income tax benefit | — | — | 3 | 10,548 | ||||||||||||
| Segment net loss | $ | (28,912 | ) | $ | (9,715 | ) | $ | (6,778 | ) | $ | (75,382 | ) | ||||
NOTE 23. CAPITAL MANAGEMENT
The Company considers the items included in shareholders’ equity as capital. The Company had accounts payable and accrued liabilities of approximately $4.1 million as of March 31, 2026 (accounts payable and accrued liabilities of approximately $1.1 million as of March 31, 2025), put right liabilities of approximately $7.1 million as of March 31, 2026 (nil as of March 31, 2025), and current assets of approximately $4.0 million as of March 31, 2026 (approximately $2.2 million as of March 31, 2025). The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue new business opportunities and to maintain a flexible capital structure while developing the Telegram ecosystem and managing a strategic reserve of digital assets, which optimizes the costs of capital at an acceptable risk.
The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets.
The Company is not subject to any externally imposed capital requirements and does not presently utilize any quantitative measures to monitor its capital. During fiscal year ended March 31, 2026, the Company shifted its capital management approach to focus primarily developing the Telegram ecosystem, managing a strategic reserve of digital assets, and acquiring GPUs to generate revenues from compute demand. There were no other changes to the Company’s approach to capital management during the fiscal year ended March 31, 2026.
| F-48 |
ALPHA COMPUTE CORP
Notes to Consolidated Financial Statements
(U.S. Dollars)
NOTE 24. NON-CONTROLLING INTEREST
The table below summarize the Company’s non-controlling interest as of the periods presented (in thousands):
| Schedule of non-controlling interest | ||||
Saugatuck and subsidary | ||||
| Non-controlling interest as of April 1, 2023 | $ | (650 | ) | |
| Net loss attributable to non-controlling interest | (43 | ) | ||
| Non-controlling interest as of March 31, 2024 | $ | (693 | ) | |
| Net loss attributable to non-controlling interest | (11 | ) | ||
| Non-controlling interest as of March 31, 2025 | $ | (704 | ) | |
| Net loss attributable to non-controlling interest | (1 | ) | ||
| Non-controlling interest as of March 31, 2026 | $ | (705 | ) |
The Company held 70% interest in Saugatuck and subsidiary through SalvaRx. Saugatuck and subsidiary includes Saugatuck and its wholly-owned subsidiary, Saugatuck Rx LLC.
NOTE 25. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through July 15, 2026 the date on which the consolidated financial statements were available to be issued.
On April 14, 2026, pursuant to prior approvals by our board of directors, we filed a Certificate of Change of Name and Amendment to our Memorandum and Articles of Association. The documents changed our corporate name from AlphaTON Capital Corp to Alpha Compute Corp to better reflect the nature of our expanded current business operations in compute and AI infrastructure.
On April 21, 2026, our shares of common stock will begin trading under the new symbol ALP on the Nasdaq Capital Market. The Certificate of Change of Name and Amendment to our Memorandum and Articles of Association are filed as Exhibit 99.1 and Exhibit 99.2 to this current report and are incorporated herein by reference.
On May 12, 2026, Alpha Compute Corp (the “Company”) issued a press release announcing the execution of a compute off-take agreement related to a cluster of 504 NVIDIA B200 GPUs. A copy of the press release is attached hereto as Exhibit 99.1.
As previously disclosed, in connection with Alpha Compute Corp’s (the “Company”) September 2025 private placement financing (the “Sept. 2025 Private Placement Financing”), the Company entered into certain Side Letter Agreements (each, a “Side Letter”) with certain investors in the Sept. 2025 Private Placement Financing. The Side Letters granted an irrevocable right and option to these investors to require the Company to repurchase all the ordinary shares of the Company (“Ordinary Shares”) received by the respective investor in exchange for the consideration initially provided by the respective investor to the Company (the “Put Option”). The period in which the Put Option may be exercised varies from six to twelve months, depending on the investor, after the September 25, 2025 closing of the Sept. 2025 Private Placement Financing. On June 22, 2026 two of these investors exercised their Put Options, obligating the Company to transfer to the investors a total of 2,114,583 TON tokens and 5,136,459 USDC tokens (which represents the consideration initially provided by these investors to the Company), with no adjustment for value, in exchange for the repurchase by the Company of a total of 1,196,295 Ordinary Shares and 633,931 Pre-Funded Warrants received by these investors in the Sept. 2025 Private Placement Financing.
On March 19, 2026, the Company entered into a sale and purchase agreement (the “SPA”) with Animoca Brands Limited (“Animoca Brands”) to acquire a 60% controlling equity interest in Ga Mee Global Limited (“GaMee Global”), a company incorporated in Hong Kong and wholly owned subsidiary of Animoca Brands, and certain digital tokens (the “GaMee Transaction”). GAMEE is a gaming and entertainment platform within Telegram's ecosystem and provides the Company with additional distribution and customer acquisition opportunities within the decentralized AI space. Animoca Brands, prior to closing, will conduct a reorganization to transfer 100% of the equity of Gamee Limited, a company incorporated in the United Kingdom (the “UK Company”) to GaMee Global. The UK Company owns the entire equity in Gamee Mobile s.r.o., a company incorporated under the laws of the Czech Republic (the “Czech Company” and together with GaMee Global and the UK Company, “GaMee”). Under the terms of the SPA, at the closing of the GaMee Transaction (“Completion”), the Company has agreed to pay total upfront consideration of $3.5 million (the “Completion Consideration”), comprised of: (i) $1.5 million in cash, and (ii) $2.0 million in equity consideration in the Company, valued at $1.00 per share. The equity portion of the Completion Consideration under subparagraph (ii) is structured as a combination of ordinary shares of the Company (“Ordinary Shares”) and pre-funded warrants exercisable for Ordinary Shares (“Pre-Funded Warrants”). Specifically, at Completion, Animoca Brands will receive: (i) 99,800 Ordinary Shares, and (ii) Pre-Funded Warrants exercisable for 1,900,200 Ordinary Shares, representing the balance of the equity portion of the Completion Consideration. The GaMee Transaction closed on May 27, 2026.
F-49
ITEM 19 – EXHIBITS
| (a) | EXHIBITS |
The following documents are filed as part of this Annual Report on Form 20-F.
| Exhibit No. | Description of Exhibit | |
| 1.1 | Amended and Restated Memorandum of Association and Articles of Association of Portage Biotech Inc. as filed in the British Virgin Island on September 22, 2022 - Incorporated herein by reference to Exhibit 4.1 to Form 6-K filed on September 22, 2022. | |
| 1.2 | Amended and Restated Memorandum of Association and Articles of Association of AlphaTON Capital Corp as filed in the British Virgin Island on September 4, 2025. - Incorporated herein by reference to Exhibit 99.1 to Form 6-K filed on June 23, 2022. | |
| 1.3 | Amended and Restated Memorandum of Association and Articles of Association of Alpha Capital Corp as filed in the British Virgin Island on April 21, 2026. - Incorporated herein by reference to Exhibit 4.1 to Form 6-K filed on September 22, 2022. | |
| 2.1 | Description of Rights of Stock Registered under Section 12 of the Exchange Act – Incorporated herein by reference to Exhibit 2.1 to Form 20-F filed on August 1, 2022. | |
| 2.2 | Form of Pre-Funded Ordinary Share Purchase Warrant, dated September 29, 2023 - Incorporated herein by reference to Exhibit 4.1 to Form 6-K filed on October 3, 2023. | |
| 2.3 | Form of Series A Ordinary Share Purchase Warrant, dated September 29, 2023- Incorporated herein by reference to Exhibit 4.2 to Form 6-K filed on October 3, 2023. | |
| 2.4 | Form of Series B Ordinary Share Purchase Warrant, dated September 29, 2023 - Incorporated herein by reference to Exhibit 4.3 to Form 6-K filed on October 3, 2023. | |
| 2.5 | Form of Series C Ordinary Share Purchase Warrant, dated September 29, 2023 - Incorporated herein by reference to Exhibit 4.4 to Form 6-K filed on October 3, 2023. | |
| 2.6 | Form of Placement Agent Ordinary Share Purchase Warrant, dated September 29, 2023 - Incorporated herein by reference to Exhibit 4.5 to Form 6-K filed on October 3, 2023. | |
| 2.7 | Form of Pre-Funded Ordinary Share Purchase Warrant, dated January 14, 2026 - Incorporated herein by reference to Exhibit 4.1 to Form 6-K filed on January 15, 2026. | |
| 2.7 | Form of Placement Agent Ordinary Share Purchase Warrant, dated January 14, 2026 - Incorporated herein by reference to Exhibit 4.2 to Form 6-K filed on January 15, 2026. | |
| 4.1 | At The Market Offering Agreement by and between Alpha Compute Corp and H.C. Wainright & Co., dated February 17, 2026 – Incorporated herein by reference to Exhibit 1.1 to Form 6-K filed on February 17, 2026. | |
| 4.2 | Form of Securities Purchase Agreement, dated January 14, 2026 - Incorporated herein by reference to Exhibit 10.1 to Form 6-K filed on January 15, 2026. | |
| 4.3 | Subscription Agreement between Portage Biotech Inc. and Compedica Holdings, LLC, dated June 5, 2025 - Incorporated herein by reference to - Exhibit 10.1 to Form 6-K filed on June 9, 2025. | |
| 4.4 | Termination, Recission and Transfer Agreement between AlphaTON Capital Corp and Compedica Holdings, LLC, dated February 6, 2026 - Incorporated herein by reference to - Exhibit 10.1 to Form 6-K filed on February 10, 2026. |
| 104 |
(b) EXHIBITS (Cont’d)
| Exhibit No. | Description of Exhibit | |
| 4.5 | Form of Shareholders Agreement, dated May 27, 2026, by and between Alpha Compute Corp, Animoca Brands Limited and Ga Mee Global Limited - Incorporated herein by reference to Exhibit 10.1 to Form 6-K filed on May 27, 2026. | |
| 4.6 | Portage Biotech Inc. 2021 Equity Incentive Plan dated as of January 13, 2021 - Incorporated herein by reference to Exhibit 4(c)(iv).4 to Form 20-F filed on July 29, 2021. | |
| 4.7 | Portage Biotech Inc. Amended and Restated 2021 Equity Incentive Plan - Incorporated herein by reference to Exhibit 4.2 to Form S-8 filed on December 1, 2023. | |
| 4.8 | Purchase Agreement dated as of July 6, 2022, by and between Portage Biotech Inc. and Lincoln Park Capital Fund, LLC - Incorporated herein by reference to Exhibit 10.3 to Form 6-K filed on July 8, 2022. | |
| 4.9 | Registration Rights Agreement dated as of July 6, 2022, by and between Portage Biotech Inc. and Lincoln Park Capital Fund, LLC - Incorporated herein by reference to Exhibit 10.4 to Form 6-K filed on July 8, 2022. | |
| ||
| 4.10 | Agreement effective as of August 4, 2025, by and between AlphaTON Capital Corp and Own Your Data Technologies, LLC, an affiliate of Brittany Kaiser - Incorporated herein by reference to Exhibit 10.8 to Form 6-K filed on September 3, 2025. | |
| 4.11 | Services Agreement effective as of August 20, 2025, by and between AlphaTON Capital Corp and Alpha Sigma Capital Advisors, LLC, an affiliate of Enzo Villani - Incorporated herein by reference to Exhibit 10.12 to Form 6-K filed on September 3, 2025. | |
| 4.12 | Services Agreement effective as of August 20, 2025, by and between AlphaTON Capital Corp and Red Shark Ventures, LLC, an affiliate of Yuri Mitin - Incorporated herein by reference to Exhibit 10.11 to Form 6-K filed on September 3, 2025. | |
| 4.13 | Services Agreement effective as of October 22, 2025, by and between AlphaTON Capital Corp and Wes Levitt – Incorporated herein by reference to Exhibit 10.1 to Form 6-K filed on October 23, 2025. | |
| 4.14 | Services Agreement effective as of September 30, 2024, by and between Alpha Compute Corp and Liza Horowitz | |
| 4.15 | Form of Restricted Share Unit Award and Dividend Equivalent Rights Agreement dated as of January 19, 2022 - Incorporated herein by reference to Exhibit 10.15 to Form 20-F filed on August 1, 2022. | |
| 4.16 | Form of Share Option Agreement dated as of February 15, 2022 - Incorporated herein by reference to Exhibit 10.16 to Form 20-F filed on August 1, 2022. | |
| 4.17 | Services Agreement effective as of June 1, 2022, by and between Portage Development Services Inc. and Justin Fairchild - Incorporated herein by reference to Exhibit 4.24 to Form 20-F filed on July 31, 2023. | |
| 8.1 | List of subsidiaries. | |
| 11.1 | Code of Conduct - Incorporated herein by reference to Exhibit 11.3 to Form F-20 filed on July 31, 2014. | |
| 11.2 | Insider Trading Policy – Incorporated herein by reference to Exhibit 11.5 to Form 20-F filed on August 14, 2024 | |
| 12.1* | Certifications of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended. | |
| 105 |
(b) EXHIBITS (Cont’d)
| Exhibit No. | Description of Exhibit | |
| 12.2* | Certifications of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended. | |
| 13.1* | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 13.2* | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 15.1* | Consent of CBIZ CPAs P.C. | |
| 15.2* | Consent of Marcum LLP. | |
| 97.1 | Incentive Compensation Recovery Policy – Incorporated herein by reference to Exhibit 97.1 to Form 20-F filed on August 14, 2024. | |
| 101 | The following financial information from our Annual Report on Form 20-F for the year ended March 31, 2024 has been formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Statements of Financial Position, (ii) Consolidated Statements of Operations and Other Comprehensive Income, (iii) Consolidated Statements of Cash Flows, and (iv) Notes to Consolidated Financial Statements. | |
| 101.INS* | Inline XBRL Instance Document. | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
* Filed herewith
| 106 |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
DATED at Tortola, British Virgin Islands, this 15th day of July, 2026
Alpha Compute Corp
| By: | /s/ Brittany Kaiser |
| Title: | Chief Executive Officer |
| By: | /s/ Wes Levitt |
| Title: | Chief Financial Officer |
107