Farmhouse, Inc. (FMHS) reported no revenue for the three and six months ended June 30, 2026, while posting a six‑month net loss of $3.08 million versus $63,886 a year earlier. Results were driven by higher operating expenses, sharply higher interest cost and a large non‑cash loss on derivative liabilities linked to convertible debt.
Farmhouse closed a $2.0 million Axiom Holdings financing (cash plus digital assets) via a $2.22 million convertible note, boosting cash to $678,462 from $14,188 and establishing a digital asset treasury that held $430,251 (7.21 Bitcoin, 2.02 PAXG) at quarter‑end. However, derivative liabilities rose to $4.30 million, stockholders’ deficit widened to $5.75 million, and working capital deficit reached $5.32 million. The company disclosed substantial doubt about its ability to continue as a going concern, has several notes in default, and its disclosure controls and procedures were deemed not effective.
Farmhouse, Inc. notified regulators that its Quarterly Report on Form 10-Q for the period ended June 30, 2026 will be filed late. The company cites the need for additional time to complete the review of its interim financial statements and related disclosures, including review procedures by its independent registered public accounting firm. Farmhouse expects to file the Form 10-Q on or before August 19, 2026, within the allowed extension period, and indicates it does not anticipate any significant change in results of operations versus the same quarter of the prior year.
Farmhouse, Inc. reported a net loss of $155,427 for the three months ended March 31, 2026, with no revenues in either the current or prior-year period. Operating expenses rose to $109,449, driven mainly by higher accounting and professional fees linked to public company and registration activities.
Other expense totaled $45,978, reflecting higher interest expense of $30,575, a $14,212 loss on derivative liabilities tied to convertible notes, and an unrealized loss on crypto assets of $1,191. The company ended the quarter with cash of $32,329, crypto assets of $14,209, total assets of $95,138, and a stockholders’ deficit of $2,823,586.
Management discloses substantial doubt about the company’s ability to continue as a going concern due to recurring losses, a working capital deficit, and multiple debt obligations in default. Subsequent to quarter-end, Farmhouse closed a financing with Axiom Holdings Group providing $2,000,000 of total consideration via a $2,222,222 15% convertible note, and it also maintains a $20.0 million GHS equity line. The company is building a digital asset treasury strategy through Farmhouse Treasury LLC while continuing to rely on external financings and related party support.
Farmhouse, Inc. filed a Form 12b-25 notifying the SEC that it cannot timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 because additional time is needed to complete review of interim financial statements and related disclosures. The company expects to file the Form 10-Q on or before May 20, 2026.
Farmhouse, Inc. entered into a Securities Purchase Agreement with Axiom Holdings Group LLC for a senior unsecured convertible promissory note with an original principal amount of $2,222,222, providing gross proceeds of $2,000,000 to the company.
The consideration consists of $1,000,000 in cash and $1,000,000 in digital assets, with net cash proceeds of $884,000 after a prior advance and legal fees. The Note bears 15% annual simple interest, matures in ten months, and automatically converts into common stock upon specified events at 75% of the lowest 20-day VWAP, subject to a floor of $0.15 and a cap of $0.50 per share. Farmhouse must reserve shares equal to 200% of the maximum shares issuable at the minimum conversion price, and expects the conversion to dilute existing stockholders while supporting its digital asset treasury strategy focused on Bitcoin and gold.
Farmhouse, Inc. reported a net loss of $393,266 for the year ended December 31, 2025 on minimal licensing revenue of $623, down from $4,154 in 2024 after losing a major customer and shifting focus toward digital assets.
Operating expenses were $410,940, essentially flat year over year, and the company ended 2025 with a working capital deficit of $2,215,329, total liabilities of $2,731,592, and a stockholders’ deficit of $2,674,429. Cash was $14,188.
Farmhouse created Farmhouse Treasury LLC to pursue an Anti-Debasement Digital Asset Treasury initiative and opened a BitGo custody account, but held no digital assets at year-end. It also entered a $20.0M equity line with GHS and raised new cash via high-interest and mandatorily convertible notes, some in default and some with derivative liabilities. The auditor and management disclosed substantial doubt about the company’s ability to continue as a going concern.
Farmhouse, Inc. submitted a Form 12b-25 notifying the SEC that it cannot timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The company states it requires additional time to complete preparation, review and audit procedures and intends to file the Form 10-K on or before April 15, 2026, "within the extension period prescribed by Rule 12b-25." The notification names Evan Horowitz as the contact and confirms that other required periodic reports for the prior 12 months have been filed. The registrant does not anticipate a significant change in results of operations that will be reflected in the delayed report.
Farmhouse, Inc. has filed an S-1/A to register up to 80,500,000 shares of common stock for resale by GHS Investments, LLC under an equity financing agreement of up to $20,000,000. These shares include 500,000 commitment shares already issued and additional shares that Farmhouse may sell to GHS over 24 months, with GHS then reselling them into the market. Farmhouse will not receive proceeds from GHS’s resales, only from its own sales of stock to GHS.
The company is a development-stage digital asset and lifestyle holding company pivoting to a Digital Asset Treasury model focused on Bitcoin and tokenized gold. It currently has minimal operations and no revenue for the nine months ended September 30, 2025, and reported a working capital deficit of about $2.1 million and an accumulated deficit of about $6.95 million as of that date. Net tangible book value was approximately $(2,529,684), or $(0.14) per share, based on 18,325,950 shares outstanding as of September 30, 2025, and auditors have raised substantial doubt about its ability to continue as a going concern.
The equity line and a series of high-interest convertible notes are key financing tools but could be highly dilutive, especially given low OTC Pink trading volumes and a volatile share price. Investors also face significant risks from the unproven digital-asset treasury strategy, extreme crypto-market volatility, evolving regulation, and limited governance typical of a smaller reporting company.
Farmhouse, Inc. has filed a Form S-1 covering the resale of up to 80,500,000 shares of common stock by GHS Investments, LLC, tied to a $20,000,000 equity financing agreement. The shares include 500,000 commitment shares already issued and additional shares that may be sold to GHS over a 24‑month period. Farmhouse will not receive proceeds from GHS’s resales but may receive funds when it sells shares to GHS under the facility. As of January 7, 2026, the company had 18,925,950 shares outstanding. Farmhouse is pivoting to a Digital Asset Treasury model focused on holding Bitcoin and tokenized gold, but currently has minimal revenue, a working capital deficit, going‑concern uncertainty, and relies on convertible notes and this equity line for liquidity.