Welcome to our dedicated page for Netbrands SEC filings (Ticker: NBND), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
NetBrands Corp. filings document corporate reporting matters, accounting oversight, financing arrangements and capital-structure disclosures for the Delaware operating company. Recent 8-K reports cover changes in the company’s independent registered public accounting firm and material agreements, including an equity purchase agreement and related registration rights obligations tied to potential resale registration statements.
The company’s regulatory record also includes late-filing notices for annual reporting and disclosure about audit reports that included going-concern explanatory language. These filings describe financial-reporting status, board-approved auditor changes, securities-registration obligations, risk factors and governance matters relevant to NBND’s public-company reporting profile.
NetBrands Corp. informs shareholders that its Board and holders of a majority of voting power approved an amendment to increase authorized common stock from 750,000,000 to 2,000,000,000 shares. The action was approved by written consent on June 12, 2026 and is expected to be effective at least twenty (20) days after mailing the Information Statement, which is expected to be mailed on or about June 22, 2026.
The Company states there were 471,776,399 shares of common stock outstanding as of the record date of June 12, 2026. The amendment also creates 20,000,000 shares of preferred stock (including 1,000,000 Series A Super Voting Preferred, of which 3,000 issued). Paul Adler beneficially controls an aggregate of 1,514,051,190 voting share equivalents, representing more than 76.8% of voting power.
NetBrands Corp. reported a much larger net loss as it pivots into cryptocurrency mining. For the three months ended March 31, 2026, the company generated $13,816 in mining revenue but recorded a net loss of $677,294, driven by higher operating expenses and financing-related charges.
Total assets were only $91,180 against $2,962,860 of liabilities, resulting in a stockholders’ deficit of $2,871,680. The company disclosed negative working capital of $2,457,347 and an accumulated deficit of $33,610,197, and stated that these conditions raise substantial doubt about its ability to continue as a going concern.
NetBrands is now focused on bitcoin mining through its DigiHash subsidiary, operating ten Bitmain S21+ miners and planning a 5 MW facility in Iowa. The balance sheet reflects heavy use of high-cost debt, government EIDL loans of $493,710, convertible notes of $547,112, a new derivative liability of $365,427, and an Equity Line of Credit with Trillium. During the quarter it issued 128,320,285 common shares on note conversions, and subsequent to quarter-end issued another 101,759,582 shares on conversions, significantly diluting existing holders. As of May 11, 2026, common shares outstanding had risen to 361,392,060.
NetBrands Corp. pivoted in 2025 from snack foods to a blockchain infrastructure model focused on Bitcoin mining, digital asset treasury management, and Web 3.0 initiatives. It deployed an initial fleet of 20 ASIC miners in Iowa and is evaluating a custom 5 MW mining facility.
For the year ended December 31, 2025, NetBrands generated $18,265 in sales, recorded operating expenses of $583,047, and other expense of $1,122,378, resulting in a net loss of $1,695,935. Cash was $4,297 at year-end, and auditors raised substantial doubt about the company’s ability to continue as a going concern.
To fund operations, the company relies heavily on debt and structured equity. It entered a $10,000,000 equity purchase agreement with Trillium that could lead to issuance of up to 33,429,328 shares, potentially diluting existing holders. As of June 30, 2025, non-affiliate equity market value was $12,214, and as of April 15, 2026, there were 259,592,478 common shares outstanding.
NetBrands Corp. reported that, effective March 31, 2026, it dismissed Aloba, Awomolo & Partners as its independent registered public accounting firm and engaged Shah Teelani & Associates as replacement, with the change approved by the board of directors.
Aloba, Awomolo & Partners had audited the Company’s 2024 consolidated financial statements and reviewed the unaudited consolidated financial statements for Q1, Q2, and Q3 2025. Their reports contained no adverse or disclaimed opinions or qualifications but included explanatory paragraphs about the Company’s ability to continue as a going concern due to accumulated losses and negative operating cash flows.
The Company states there were no disagreements with Aloba, Awomolo & Partners on accounting principles, financial statement disclosure, or audit scope, and no reportable events under Item 304(a)(1) of Regulation S-K. NetBrands also indicates it did not consult Shah Teelani & Associates on accounting or auditing matters before the engagement.
NetBrands Corp. increased its authorized common stock from 250,000,000 to 750,000,000 shares by amendment, expanding total authorized shares to 770,000,000 (including 20,000,000 preferred).
The change was approved by written consent of the Board and holders of a majority of voting power as of February 10, 2026; the record shows approximately 187,513,656 shares outstanding as of that date and a holder controlling 314,051,190 votes (approximately 64.4%) voted in favor. The company cites a $100,000 convertible note, a warrant for 55,000,000 shares, and an Equity Purchase Agreement for up to $10,000,000 as reasons for needing additional authorized shares.
NetBrands Corp. has approved an amendment to its Certificate of Incorporation to increase authorized common stock from 250,000,000 to 750,000,000 shares, for total authorized capital of 770,000,000 shares including 20,000,000 preferred. The board and holders of 64.4% of the voting power, led by CEO Paul Adler, approved the change by written consent, so no shareholder meeting will be held.
The company explains that more authorized shares are needed to honor a $100,000 convertible note and a warrant for 55,000,000 shares held by Trillium Partners, LLC, and to support an equity purchase agreement of up to $10,000,000 and potential acquisitions. As of February 10, 2026, 187,513,656 common shares were outstanding. The information statement warns that future issuances may dilute existing holders and could make a change in control more difficult.
NetBrands Corp. entered an Equity Purchase Agreement and Registration Rights Agreement with Trillium Partners LP. Trillium is required to purchase up to $10,000,000 of NetBrands stock, subject to conditions, at a price equal to 85% of the closing price based on the five trading days following each put notice. When NetBrands delivers a put, it must transfer shares having a value equal to 115% of the put amount. The agreement includes protections for NetBrands if the stock price falls below 70% of the price on the put date.
Under the Registration Rights Agreement, NetBrands must file a Form S-1 to register Trillium’s resale of shares delivered under the puts. The equity purchase facility has a two-year term, and the company indicates it may need to file multiple S-1s and that no assurance can be given as to amounts realized.
NetBrands Corp. (NBND) filed its Q3 2025 10‑Q, reflecting an early crypto mining pivot with limited revenue and rising losses. The company recorded a net loss of $1,207,179 on mining revenue of $7,110, driven by higher operating costs and interest expense. Cash was $8,140 and total liabilities were $2,811,591, resulting in a stockholders’ deficit of $(2,759,571).
Management disclosed substantial doubt about continuing as a going concern due to negative working capital of $(2,308,483) and an accumulated deficit of $(32,570,809). Most company debt is in default other than government loans. Shares outstanding were 85,422,281 as of September 30, 2025, and 101,500,901 as of November 3, 2025.
During the quarter, the company created Series B Preferred (1,000:1 conversion feature) and issued 1,167 shares to a consultant; post‑quarter, it settled $460,833 of accrued salary to the CEO via 122,899 Series B shares and entered an ELOC of up to $10,000,000 with Trillium, subject to conditions.
NetBrands Corp. (NBND) submitted a Form 144 notice proposing the sale of 499,118 shares of common stock through Glendale Securities, Inc. on 10/15/2025 on the OTCID market. The filing lists an aggregate market value of $2,000.00 and shows 85,422,281 shares outstanding. The shares were acquired as a gift on 12/24/2020 from Paul Adler, with the donor having acquired them on 06/14/2018 and an indicated original amount of 650,000 shares. The filer reports "Nothing to Report" for sales in the past three months and includes the standard attestation that no undisclosed material adverse information is known.