IP Strategy sees up to $86M loss, delays report

IP Strategy Holdings, Inc. notified that its Form 10-Q for the quarter ended June 30, 2026 will be filed late, citing time constraints in compiling and reviewing required financial information, but expects to file within five days of the original due date.

Rhea-AI Filing Summary

IP Strategy Holdings, Inc. notified that its Form 10-Q for the quarter ended June 30, 2026 will be filed late, citing time constraints in compiling and reviewing required financial information, but expects to file within five days of the original due date.

Preliminary, unaudited results indicate net revenues of approximately $2.2 to $2.6 million for the six months ended June 30, 2026, versus about $2.4 million a year earlier. For the quarter, net revenues are expected at $0.39 to $0.5 million, down from about $1.3 million a year ago, reflecting lower spirits revenues partially offset by new revenue from the $IP token validator service and a covered call program.

The company expects a significantly larger net loss (after tax) of approximately $79.6 to $85.6 million for the six-month period, compared with about $10.3 million a year earlier, largely due to an estimated $64 to $68 million decrease in the fair value of intangible digital assets and $9.7 to $11.7 million in realized losses on asset sales. For the quarter, net loss is expected at $13.8 to $17.8 million versus about $7.3 million a year ago. All figures are preliminary, unaudited, and subject to completion of closing procedures.

Positive

• None.

Negative

• Preliminary six-month net loss is expected to increase from about $10.3 million to $79.6 to $85.6 million, driven largely by digital-asset fair value declines and realized losses.
• Quarterly net revenues are expected to fall from about $1.3 million to $0.39 to $0.5 million, a year-over-year decrease of roughly 30.8% to 61.5%.
• The company anticipates a non-cash decrease in fair value of intangible digital assets of approximately $64 to $68 million plus $9.7 to $11.7 million in realized losses over six months.

Key Figures

Six-month net revenues 2026: $2.2 to $2.6 million Six-month net revenues 2025: $2.4 million Quarter net revenues 2026: $0.39 to $0.5 million +5 more

8 metrics

Six-month net revenues 2026 $2.2 to $2.6 million Net revenues for the six months ended June 30, 2026

Six-month net revenues 2025 $2.4 million Net revenues for the six months ended June 30, 2025

Quarter net revenues 2026 $0.39 to $0.5 million Net revenues for the quarter ended June 30, 2026

Quarter net revenues 2025 $1.3 million Net revenues for the quarter ended June 30, 2025

Six-month net loss 2026 $79.6 to $85.6 million Net loss (after tax) for the six months ended June 30, 2026

Six-month net loss 2025 $10.3 million Net loss (after tax) for the six months ended June 30, 2025

FV decrease digital assets (6M 2026) $64 to $68 million Decrease in fair value of intangible digital assets for six months ended June 30, 2026

Realized loss on digital assets (6M 2026) $9.7 to $11.7 million Realized loss on sale of intangible digital assets for six months ended June 30, 2026

Key Terms

Notification of Late Filing, intangible digital assets, $IP token validator service, covered call program, +1 more

5 terms

Notification of Late Filing regulatory

"is filing this Notification of Late Filing on Form 12b-25"

A notification of late filing is a formal public statement that a company failed to submit a required regulatory report (for example, quarterly or annual financial statements) by the deadline. It matters to investors because missed filings can signal accounting, operational, or governance problems, may lead to fines or trading restrictions, and increases uncertainty about the company's transparency—like a public “we missed the deadline” flag that raises risk for shareholders.

intangible digital assets financial

"decrease in the fair value of the Registrant’s intangible digital assets"

$IP token validator service technical

"tied to the Registrant’s $IP token validator service that was launched"

covered call program financial

"premiums earned under its covered call program that started in January 2026"

realized loss on sale financial

"an approximately $9.7 to 11.7 million realized loss on sale of intangible"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did IPST file a Form 12b-25 for its June 30, 2026 Form 10-Q?

IP Strategy Holdings, Inc. filed a Form 12b-25 because compiling, disseminating, and reviewing the information for its Form 10-Q imposed time constraints that made timely filing impracticable without undue hardship and expense. The company expects to file the report within five days of the original due date.

What revenues does IPST expect for the six months ended June 30, 2026?

IP Strategy Holdings, Inc. expects net revenues of approximately $2.2 to $2.6 million for the six months ended June 30, 2026, compared with about $2.4 million for the same period in 2025, reflecting mixed performance across spirits and digital-asset-related businesses.

How are IPST’s quarterly revenues changing for the quarter ended June 30, 2026?

For the quarter ended June 30, 2026, IP Strategy Holdings, Inc. expects net revenues of approximately $0.39 to $0.5 million, down from about $1.3 million a year earlier, a year-over-year decrease of roughly 30.8% to 61.5% driven by lower spirits revenues.

What net loss does IPST anticipate for the six months ended June 30, 2026?

IP Strategy Holdings, Inc. expects a net loss (after tax) of approximately $79.6 to $85.6 million for the six months ended June 30, 2026, versus about $10.3 million a year earlier, largely due to fair value decreases and realized losses on intangible digital assets.

How much is IPST’s digital-asset portfolio affecting its results for 2026?

For the six months ended June 30, 2026, IP Strategy Holdings, Inc. expects an approximate $64 to $68 million decrease in the fair value of intangible digital assets and about $9.7 to $11.7 million in realized losses on sales, significantly impacting net loss.

What new revenue sources is IPST reporting in 2026?

IP Strategy Holdings, Inc. cites new revenue of approximately $1.8 to $2.2 million over six months and $0.5 to $0.7 million for the quarter from its $IP token validator service launched September 18, 2025 and a covered call program started January 2026.

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Available on EDGAR 08/17/2026 - 04:11 PM Accepted by SEC EDGAR 08/17/2026 - 04:11 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

			(Check One):						☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
									For Period Ended: June 30, 2026
									☐ Transition Report on Form 10-K
									☐ Transition Report on Form 20-F
									☐ Transition Report on Form 11-K
									☐ Transition Report on Form 10-Q
									☐ Transition Report on Form N-SAR
									For the Transition Period Ended: ____________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not applicable.

PART I — REGISTRANT INFORMATION

IP Strategy Holdings, Inc.

Full Name of Registrant

N/A

Former Name if Applicable

9668 Bujacich Road

Address of Principal Executive Office (Street and Number)

Gig Harbor, Washington 98332

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

			(a)			The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒			(b)			The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
			(c)			The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

IP Strategy Holdings, Inc. (the “Registrant”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026 (the “Form 10-Q”). The compilation, dissemination, and review of the information required to be presented in the Form 10-Q for the relevant period, including, without limitation, the financial statements to be included therein, has imposed time constraints that have rendered timely filing of the Form 10-Q impracticable without undue hardship and expense to the Registrant. The Registrant undertakes the responsibility to file, and anticipates that it will file, the Form 10-Q no later than five days after its original prescribed due date.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Justin Stiefel, Chief Executive Officer

(253)

509-0008

(Name)

(Area Code)

(Telephone Number)

(2)			Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).
			☒ Yes ☐ No

(3)			Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
			☒ Yes ☐ No

2

The Registrant expects to report net revenues of approximately $2.2 to $2.6 million for the six months ended June 30, 2026, compared to approximately $2.4 million for the six months ended June 30, 2025, a change of approximately $(0.2) to $0.2 million, or (8.3)% to 8.3%, year over year. The change in net revenues is primarily attributable to approximately: $1.8 to $2.2 million in new revenue for six months ended June 30, 2026 tied to the Registrant’s $IP token validator service that was launched on September 18, 2025 and premiums earned under its covered call program that started in January 2026, offset by a decrease of approximately $1.8 to $2.2 million in sprits business revenues. The Registrant expects to report net revenues of approximately $0.5 to $0.39 million for the three months ended June 30, 2026, compared to approximately $1.3 million for the three months ended June 30, 2025, a decrease of approximately $0.5 to $0.9 million, or 30.8% to 61.5%, year over year. The decrease in net revenues is primarily attributable to approximately: $0.5 to $0.7 million in new revenue for three months ended June 30, 2026 tied to the Registrant’s $IP token validator service that was launched on September 18, 2025 and premiums earned under its covered call program that started in January 2026, offset by a decrease of approximately $0.9 to $1.3 million in sprits business revenues.

The Registrant expects to report net loss (after tax) of approximately $79.6 to $85.6 million for the six months ended June 30, 2026, compared to a net loss of approximately $10.3 million for the six months ended June 30, 2025. A portion of the anticipated net loss is expected to be attributable to an approximate $64 to $68 million decrease in the fair value of the Registrant’s intangible digital assets based on the $DATA token’s closing price as of June 30, 2026 and an approximately $9.7 to 11.7 million realized loss on sale of intangible digital assets. The Registrant expects to report net loss (after tax) of approximately $13.8 to $17.8 million for the quarter ended June 30, 2026, compared to a net loss of approximately $7.3 million for the quarter ended June 30, 2025. A portion of the anticipated net loss is expected to be attributable to an approximate $2.9 to $4.9 million decrease in the fair value of the Registrant’s intangible digital assets based on the $DATA token’s closing price as of June 30, 2026 and an approximately $7.4 to $9.4 million realized loss on sale of intangible digital assets.

The foregoing financial information is preliminary, unaudited, and subject to the completion of the Registrant’s financial closing procedures and audit.

3

IP Strategy Holdings, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 17, 2026			By:			/s/ Justin Stiefel
						Justin Stiefel
						Chief Executive Officer

4