AIxCrypto Holdings (AIXC) posts deeper Q1 loss, crypto hits and going-concern warning
AIxCrypto Holdings, Inc. reported a larger net loss and rising liquidity risk for the three months ended March 31, 2026, while accelerating its shift toward a crypto-focused treasury strategy.
The company recorded a net loss of $6,079,016, more than double the prior-year period, with total operating expenses of $4,333,721 and an additional $1,945,582 net loss on digital assets. Cash and cash equivalents fell from $19,332,707 at December 31, 2025 to $6,201,121, driven by $4,495,354 used in operating activities and $8,504,232 used in investing, including a $10,000,000 related-party prepaid investment to acquire Faraday Future shares and significant crypto purchases.
As of March 31, 2026, the company held digital assets with a fair value of $6,197,267 against a cost basis of $10,433,028, reflecting substantial unrealized losses, and carried a short-term note receivable from Marizyme of $5,083,002 with an allowance for credit losses of $4,697,574. Stockholders’ equity declined to $21,871,593, while accumulated deficit reached $146,106,466. Management explicitly raised substantial doubt about the company’s ability to continue as a going concern, citing the lack of revenues, ongoing cash burn, dependence on digital assets, and the absence of committed new financing.
Positive
- None.
Negative
- None.
Insights
Rising losses, crypto exposure, and no committed funding create heightened going-concern risk.
AIxCrypto Holdings more than doubled its quarterly net loss to $6,079,016 while generating no revenue. Operating cash outflows of $4,495,354 and investing outflows of $8,504,232 cut cash to $6,201,121 by March 31, 2026.
The business pivot centers on holding digital assets and a large related-party position. Crypto holdings had a cost basis of $10,433,028 but a fair value of $6,197,267, along with a quarterly net loss on digital assets of $1,945,582. A $10,000,000 prepaid investment tied to Faraday stock and a Marizyme note with a $4,697,574 CECL allowance further concentrate risk.
Management disclosed substantial doubt about continuing as a going concern, pointing to recurring losses, heavy cash usage, dependence on volatile digital assets, and no committed additional financing. Subsequent filings for periods after March 31, 2026 will be important to understand whether new capital, asset sales, or cost reductions alter this risk profile.
Key Figures
Key Terms
going concern financial
digital assets financial
current expected credit loss financial
Series B Preferred Stock financial
prepaid investment financial
Treasury Reserve Policy financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
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As
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TABLE OF CONTENTS
| Page | |||
| PART I. | Financial Information | ||
| Item 1. | Condensed Consolidated Financial Statements (Unaudited) | 3 | |
| Condensed Consolidated Balance Sheets (Unaudited) | 3 | ||
| Condensed Consolidated Statement of Operations (Unaudited) | 4 | ||
| Condensed Consolidated Statement of Changes in Stockholders’ Equity (Unaudited) | 5 | ||
| Condensed Consolidated Statements of Cash Flow (Unaudited) | 6 | ||
| Notes to Unaudited Condensed Consolidated Financial Statements | 7 | ||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 26 | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 34 | |
| Item 4. | Controls and Procedures | 34 | |
| PART II. | Other Information | 35 | |
| Item 1. | Legal Proceedings | 35 | |
| Item 1A. | Risk Factors | 35 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 35 | |
| Item 3. | Defaults Upon Senior Securities | 36 | |
| Item 4. | Mine Safety Disclosures | 36 | |
| Item 5. | Other Information | 36 | |
| Item 6. | Exhibits | 36 |
| 2 |
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
AIXCRYPTO HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| (Unaudited) | ||||||||
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Digital Assets | ||||||||
| Prepaid investments – related party | - | |||||||
| Prepaid expenses and other current assets | ||||||||
| Short-term notes receivable, net of allowance for credit
losses of $ | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Intangible assets | ||||||||
| Other assets - related party | ||||||||
| Total non-current assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Related Party Payable | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Warrant liabilities | ||||||||
| Convertible debt | — | |||||||
| Total current liabilities | ||||||||
| Commitments and Contingencies (Note 12) | - | - | ||||||
| Stockholders’ Equity | ||||||||
| Preferred stock Series A-2, $ | ||||||||
| Preferred stock Series B, $ | ||||||||
| Preferred stock, value | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities & Stockholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
AIXCRPYTO HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| 2026 | 2025 | |||||||
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| EXPENSES | ||||||||
| General and administrative | $ | $ | ||||||
| Sales and Marketing | — | |||||||
| Research and development | ||||||||
| Credit loss expense - short-term note receivable | ||||||||
| Total expenses | ||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ||||
| OTHER EXPENSE (INCOME), NET | ||||||||
| Gain on change in fair value of warrant liabilities | ( | ) | ( | ) | ||||
| Gain on change in fair value of convertible debt | ( | ) | — | |||||
| Impairment of intangible assets | — | |||||||
| Interest expense | — | |||||||
| Interest income | ( | ) | ( | ) | ||||
| Net loss on digital assets | — | |||||||
| Total other expense (income), net | ( | ) | ||||||
| LOSS BEFORE PROVISION FOR INCOME TAXES | ( | ) | ( | ) | ||||
| PROVISION FOR INCOME TAXES | ||||||||
| NET LOSS | ( | ) | ( | ) | ||||
| Total net loss per common share, basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted-average number of shares outstanding, basic and diluted | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
AIXCRYPTO HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||||||||
| Series A-2 | Series B | |||||||||||||||||||||||||||||||||||
| Convertible | Convertible | Additional | Total | |||||||||||||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Common Stock | Paid-In | Accumulated | Stockholders’ | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||
| Issuance of common stock for the conversion of Series B preferred shares | - | - | ( | ) | ( | ) | — | — | ||||||||||||||||||||||||||||
| Net Loss | - | - | — | — | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance at March 31, 2026 | ( | ) | ||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Series A-2 | ||||||||||||||||||||||||||||
| Convertible | Additional | Total | ||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-In | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Issuance of common stock for the conversion of Series A-2 preferred shares | ( | ) | ( | ) | — | — | ||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ) | $ | ( | ) | ||||||||||||||||||
| Balance at March 31, 2025 | ( | ) | ||||||||||||||||||||||||||
| Balance | ( | ) | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
AIXCRPYTO HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| 2026 | 2025 | |||||||
| For the Three Months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile loss from operations to net cash used in operating activities: | ||||||||
| Stock-based compensation | — | |||||||
| Change in fair value of warrant liabilities | ( | ) | ( | ) | ||||
| Gain on change in fair value of convertible debt | ( | ) | — | |||||
| Provision for credit losses of short-term note receivable | ||||||||
| Impairment of intangible assets | — | |||||||
| Accrued interest on short-term note receivable | ( | ) | ( | ) | ||||
| Interest expense | — | |||||||
| Net loss on digital assets | — | |||||||
| Payments made with digital assets | — | |||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other assets | ||||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses and other current liabilities | ( | ) | ||||||
| Related party payables | ( | ) | — | |||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Issuance of short-term note receivable | — | ( | ) | |||||
| Prepayment of investments to related party | ( | ) | — | |||||
| Purchase of digital assets | ( | ) | — | |||||
| Sales of digital assets | — | |||||||
| Purchase of intangible assets | ( | ) | — | |||||
| Net cash provided by (used in) investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Repayment of convertible debt | ( | ) | — | |||||
| Proceeds from issuance of promissory notes | — | |||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Net change in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents - beginning of period | ||||||||
| Cash and cash equivalents- end of period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | — | $ | — | ||||
| Taxes | $ | — | $ | — | ||||
| NONCASH FINANCING AND INVESTING ACTIVITIES: | ||||||||
| Issuance of common stock for the conversion of Series B preferred shares | $ | $ | — | |||||
| Issuance of common stock for the conversion of Series A-2 preferred shares | $ | — | $ | |||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
AIXCRYPTO HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 — BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES
Corporate History
Ritter Pharmaceuticals, Inc. (the Company’s predecessor) was formed as a Nevada limited liability company on March 29, 2004 under the name Ritter Natural Sciences, LLC. In September 2008, this company converted into a Delaware corporation under the name Ritter Pharmaceuticals, Inc. On May 22, 2020, upon completing a “reverse recapitalization” transaction with Qualigen, Inc., Ritter Pharmaceuticals, Inc. was renamed Qualigen Therapeutics, Inc. (the “Company”). Qualisys Diagnostics, Inc. was formed as a Minnesota corporation in 1996, reincorporated to become a Delaware corporation in 1999, and then changed its name to Qualigen, Inc. in 2000. Qualigen, Inc. was a wholly-owned subsidiary of the Company. On July 20, 2023, the Company sold all of the issued and outstanding shares of common stock of Qualigen, Inc. to Chembio Diagnostics, Inc. (“Chembio”), a wholly-owned subsidiary of Biosynex, S.A. (“Biosynex”). Following the consummation of this transaction, Qualigen, Inc. became a wholly-owned subsidiary of Chembio.
In
2022, the Company acquired a
In
September 2025 the Company consummated a Subscription Agreement (the “Subscription Agreement”) with certain investors including
Faraday Future Intelligent Electric Inc. (NASDAQ: FFAI) (the “Lead Investor” or “Faraday”) pursuant to which
the investors purchased $
In January 2026, the Company formed three new wholly owned Delaware subsidiaries: AIxCrypto Token Labs US, Inc., AIxCrypto EAI, Inc., and AIxCrypto C10 ETF, Inc. These entities were formed to provide potential future organizational flexibility. As of March 31, 2026, these subsidiaries have not commenced operations, hold no material assets, and have not been capitalized.
Basis of Presentation
The accompanying condensed consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results, and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2025 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The interim results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.
Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In general, the functional currency of the Company is the U.S. dollar. There were no foreign currency transactions in the three months ending March 31, 2026 and 2025.
Accounting Estimates
Management uses estimates and assumptions in preparing its consolidated financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. The Company’s estimates relate to the estimated fair value of convertible debt, warrant liabilities, and determination of the allowance for credit losses. Actual results could vary from the estimates that were used.
| 7 |
Related Parties and Related Party Transactions
A related party is a person who has the ability to exert significant influence over the Company and may include executive officers and directors, including members of their immediate families, shareholders owning more than 10% of the Company’s voting securities, or other entities deemed to be affiliates, as defined in ASC 850, Related Party Disclosures. The Company assesses its related parties and applicable disclosures on a quarterly basis, considering all relevant facts and circumstances.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an initial maturity of 90 days or less and money market funds to be cash equivalents.
The Company maintains the majority of its cash in accounts at banking institutions in the U.S. that are of high quality. Cash held in these accounts often exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. If such banking institutions were to fail, the Company could lose all or a portion of amounts held in excess of such insurance limitations. As of December 31, 2025, the Company had not experienced losses on these accounts, and management believes the Company is not exposed to significant risk on such accounts.
Digital Assets
The Company accounts for its digital assets in accordance with ASC 350, Intangibles—Goodwill and Other, as amended by ASU 2023-08, Accounting for and Disclosure of Crypto Assets. The Company adopted ASU 2023-08 effective January 1, 2025. Digital assets held by the Company, including Bitcoin, Cardano, Chainlink, Ethereum, Native BNB, Ripple, Solana, Tether (“USDT”), and Tron, meet the scope criteria of ASU 2023-08 and are recognized as indefinite-lived intangible assets. These assets are initially recorded at cost , including transaction fees, upon obtaining control of the asset, and are measured subsequently at fair value with changes in value recognized in net income or loss. The Company uses a FIFO methodology to assign costs to digital assets for purposes of the digital assets held and realized gains and losses disclosures. Purchases and sales of digital assets that are not revenue arrangements are classified on the statement of cash flows as investing activities. Net loss on digital assets are adjusted in operating activities in the statement of cash flows.
Prepaid Investments
The Company records cash advances made in connection with contractually committed equity investments for which the underlying securities have not yet been issued or settled as prepaid investments. Prepaid investments are initially recognized at cost and classified as current or noncurrent assets based on the expected timing of settlement. Upon issuance and receipt of the underlying equity securities, the prepaid investment is derecognized and reclassified to the appropriate account in accordance with applicable U.S. GAAP. Management monitors the status of the underlying transaction and evaluates the prepaid investment for recoverability.
Software Capitalization
The Company accounts for the costs incurred in developing its product offerings under ASC 350-40, Internal-Use Software.
In accordance with the guidance in ASC 350-40, the Company will capitalize costs incurred in connection with the development of the Company’s product offerings during the application development stage. Costs incurred during the preliminary project and post-implementation stages are expensed as incurred. Costs incurred in connection with maintenance activities, including training or bug fixes are also expensed as incurred. The Company stops capitalizing qualifying costs once development activities are completed and the project is ready for its intended use.
Capitalized software costs will be amortized on a straight-line basis over a 36-month useful life beginning on the date when the product is ready for its intended use. Management will subsequently test the capitalized software costs for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable in accordance with ASC 360.
Derivative Financial Instruments and Warrant Liabilities
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed consolidated statements of operations and comprehensive loss. Depending on the features of the derivative financial instrument, the Company uses either the Black-Scholes option-pricing model or a Monte-Carlo simulation to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period (See Note 8 – Warrant Liabilities).
| 8 |
Fair Value Measurements
The Company determines the fair value measurements of applicable assets and liabilities based on a three-tier fair value hierarchy established by accounting guidance and prioritizes the inputs used in measuring fair value. The Company discloses and recognizes the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The guidance establishes three levels of the fair value hierarchy as follows:
| ● | Level 1 - Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; | |
| ● | Level 2 - Inputs other than quoted prices that are observable for the assets or liability either directly or indirectly, including inputs in markets that are not considered to be active; and | |
| ● | Level 3 - Inputs that are unobservable. |
Fair Value of Financial Instruments
Cash, prepaid expenses, and accrued liabilities are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. Short-term notes receivable are valued subject to a current expected credit loss (“CECL”) model (see Note 6 - Short-Term Notes Receivable).
The value of the Company’s warrant liabilities as of March 31, 2026 and December 31, 2025 was determined using the Black-Scholes Model. Significant assumptions used in the valuation include the expected volatility of the Company’s common stock, the contractual term of the warrants, the risk-free interest rate, and an expected dividend yield of zero. Expected volatility is based on a blend of comparable public company data and, as available, the Company’s own historical volatility. The risk-free rate is derived from U.S. Treasury yields with maturities commensurate with the remaining contractual term of the warrants. Fair value measurements associated with the liability-classified warrants represent Level 3 valuations under the fair value hierarchy.
The Company from time to time elects the fair value option to account for certain debt liabilities. Electing the fair value option allows the Company to initially and subsequently measure such liabilities at fair value rather than amortized cost and may be applied to debt liabilities that contain conversion or other features that would otherwise require bifurcation and mark to market accounting. Such debt liabilities will initially be measured using valuation techniques appropriate to the terms and expected life of the note. The Company expects to use level 3 input to measure the fair value in subsequent periods.
Sales and Marketing
Sales and marketing expenses are expensed
as incurred and primarily consist of direct costs associated with branding, promotional, co-creation, and publicity activities. The Company’s
marketing initiatives focus on increasing brand awareness for its real-world asset tokenization and embodied AI Infrastructure activities.
For the three months ending March 31, 2026 and 2025, the Company’s sales and marketing expenses were $
Stock-Based Compensation
Stock-based compensation cost for equity awards granted to employees and non-employees is measured at the grant date based on the calculated fair value of the award using the Black-Scholes option-pricing model, and is recognized as an expense, under the straight-line method, over the requisite service period (generally the vesting period of the equity grant). If the Company determines that other methods are more reasonable, or other methods for calculating these assumptions are prescribed by regulators, the fair value calculated for the Company’s stock options could change significantly. Higher volatility, lower risk-free interest rates, and longer expected lives would result in an increase to stock-based compensation expense to employees and non-employees determined at the date of grant.
Income Taxes
Deferred income taxes are recognized for temporary differences in the basis of assets and liabilities for financial statement and income tax reporting that arise due to net operating loss carry forwards, research and development credit carry forwards and from using different methods and periods to calculate depreciation and amortization, allowance for doubtful accounts, accrued vacation, research and development expenses, and state taxes. A provision has been made for income taxes due on taxable income and for the deferred taxes on the temporary differences. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Realization of the deferred income tax asset is dependent on generating sufficient taxable income in future years.
Recently Adopted Accounting Standards
There have been no recently adopted accounting pronouncements by the Company.
Recently Issued Accounting Standards Not Yet Adopted
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies interim disclosure requirements resulting in a comprehensive list of interim disclosures that are required by GAAP, and includes a disclosure principle that requires the disclosure of events since the end of the last annual reporting period that have a material impact on the Company. ASU 2025-11 is effective for the Company’s interim financial statements beginning with the first fiscal quarter of the year ended December 31, 2028, with early adoption permitted. ASU 2025-11 may be applied either prospectively or retrospectively. The Company is evaluating the disclosure requirements related to the new standard.
The Company does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on our unaudited condensed consolidated financial statements or disclosures.
| 9 |
NOTE 2 — LIQUIDITY AND GOING CONCERN
As
of March 31, 2026, the Company had approximately $
While
the Company raised significant capital during the year ended December 31, 2025, including net proceeds of $
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The financial statements do not include any adjustments that would be necessary should the Company be unable to continue as a going concern, and therefore, be required to liquidate its assets and discharge its liabilities in other than the normal course of business and at amounts that may differ from those reflected in the accompanying financial statements.
NOTE 3 — DIGITAL ASSETS
As part of its strategic realignment completed in the fourth quarter of 2025, the Company began acquiring digital assets for investment purposes and for use within its programmable technology infrastructure platform.
The Company holds digital assets consisting of cryptocurrencies, stablecoins, and other blockchain-based tokens, as detailed below.
Significant Holdings
As of March 31, 2026, the Company’s significant digital asset holdings consisted of the following:
SCHEDULE OF CRYPTO ASSET HOLDINGS
| Units Held | Cost Basis | Fair Value | ||||||||||
| Cardano ADA (ADA) | $ | $ | ||||||||||
| Native BNB (BSC) | ||||||||||||
| Bitcoin (BTC) | ||||||||||||
| Ethereum (ETH) | ||||||||||||
| ChainLink (LINK) | ||||||||||||
| Solana (SOL) | ||||||||||||
| Tron (TRX) | ||||||||||||
| USD Tether (USDT) | ||||||||||||
| Ripple (XRP) | ||||||||||||
| Total | $ | $ | ||||||||||
Digital Asset Activity
The following table summarizes digital asset activity for the period indicated, including cost basis, fair value at the time of sale, realized and unrealized losses, and the fair value of outstanding digital assets as of March 31, 2026:
SCHEDULE OF DIGITAL ASSET ACTIVITY
| Balance at December 31, 2025 | $ | |||
| Additions(1) | ||||
| Dispositions(1) | ( | ) | ||
| Gains(2) | ||||
| Losses(2) | ( | ) | ||
| Payments made | ( | ) | ||
| Balance at March 31, 2026 | $ |
| (1) | |
| (2) |
There were no digital assets held during the three months ended March 31, 2025.
The Company measures digital assets at fair value in accordance with ASC 820, Fair Value Measurement.
Fair value is determined using quoted prices in active markets for identical assets (Level 1 inputs). The Company utilizes pricing information provided by the principal market, which is based on observable market prices from active trading exchanges.
| 10 |
NOTE 4 — FAIR VALUE MEASUREMENTS
Below is the summary of our assets and liabilities measured at fair value on a recurring basis and categorized using the fair value hierarchy as of March 31, 2026:
SCHEDULE OF FAIR VALUE MEASUREMENTS
| (Level 1) | (Level 2) | (Level 3) | Total | |||||||||||||
| Assets | ||||||||||||||||
| Money Market funds | $ | $ | - | $ | - | $ | ||||||||||
| Digital Assets | - | - | ||||||||||||||
| Total Assets | $ | $ | - | $ | - | $ | ||||||||||
| Liabilities | ||||||||||||||||
| Convertible Debt | ||||||||||||||||
| Warrant Liabilities | — | — | ||||||||||||||
| Total Liabilities | $ | — | $ | — | $ | $ | ||||||||||
Below is the summary of our assets and liabilities measured at fair value on a recurring basis and categorized using the fair value hierarchy as of December 31, 2025:
| (Level 1) | (Level 2) | (Level 3) | Total | |||||||||||||
| Assets | ||||||||||||||||
| Money Market funds | $ | $ | - | $ | - | $ | ||||||||||
| Digital Assets | - | - | ||||||||||||||
| Total Assets | $ | $ | - | $ | - | $ | ||||||||||
| Liabilities | ||||||||||||||||
| Convertible Debt | $ | - | $ | - | $ | $ | ||||||||||
| Warrant Liabilities | - | - | ||||||||||||||
| Total Liabilities | $ | — | $ | — | $ | $ | ||||||||||
NOTE 5 — PREPAID INVESTMENT, PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid Investment – related party
As
of March 31, 2026, the Company recorded a prepaid investment of $
Because the underlying equity securities have not been issued as of the reporting date, the prepaid investment does not represent an equity interest, investment security, or financial instrument. Accordingly, the prepaid investment is not subject to fair value measurement and is carried at cost. Upon issuance and receipt of the underlying equity securities, the prepaid investment will be derecognized and reclassified to the appropriate account and accounted for in accordance with applicable U.S. GAAP based on the nature of the Company’s interest. The underlying equity securities were issued in April 2026, which is further discussed in Note 17 – Subsequent Events.
Prepaid expenses and other current assets consisted of the following at March 31, 2026 and December 31, 2025:
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Prepaid consulting | $ | $ | ||||||
| Prepaid insurance | ||||||||
| Prepaid legal | ||||||||
| Other current assets | ||||||||
| Prepaid expenses and other current assets | $ | $ | ||||||
NOTE 6 —SHORT-TERM NOTES RECEIVABLE
Short term notes receivable - consisted of the following at March 31, 2026 and December 31, 2025:
SCHEDULE OF SHORT-TERM NOTE RECEIVABLE
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Short-term note receivable - Marizyme | $ | $ | ||||||
| Less allowance for credit losses | ( | ) | ( | ) | ||||
| Short-term notes receivable | $ | $ | ||||||
During
the year ended December 31, 2025, the Company advanced to Marizyme, Inc. $
The
Marizyme Notes bear at interest the rate of eighteen percent (
| 11 |
Under
ASC 326-20, known as the current expected credit loss (“CECL”) model, the Company was required to estimate credit losses
expected over the life of an exposure (or pool of exposures) based on historical information, current information, and reasonable and
supportable forecasts. The Company is unable to use its historical data to estimate losses as it has no relevant loss history to date.
To determine the estimate of expected credit losses, the Company used a probability-weighted approach that incorporates multiple settlement
scenarios, including recovery of amounts due upon an acquisition of the debtor, and recovery in different liquidation scenarios, and
determines the expected recoverable amount of the loan in each scenario. This model requires management to make certain assumptions including
the likelihood of each outcome, the estimated value of the debtor’s assets, and the Company’s expected claim and recovery
rate on the debtor’s assets in the event of an insolvency or a liquidation proceeding. As of March 31, 2026, the estimate for expected
credit losses on the Marizyme Notes is $
The Company is also party to a Co-Development Agreement with Marizyme (see Note 13 - Research and License Agreements).
NOTE 7 — ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consisted of the following at March 31, 2026 and December 31, 2025:
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| License fees | $ | - | $ | |||||
| Credit card | - | |||||||
| Professional fees | ||||||||
| Employee benefits | - | |||||||
| Accrued expenses and other current liabilities | $ | $ | ||||||
NOTE 8 – WARRANT LIABILITIES
On
November 20, 2024, the Company closed its private placement transaction resulting in the issuance of newly designated Series A-2 Preferred
Stock (see Note 14 – Stockholders Equity). As a result of the issuance of a new class of voting securities, the Company evaluated
its equity classified warrants’ respective terms, and concluded that warrants for
The following table summarizes the activity in liability classified warrants for the three months ended March 31, 2026:
SCHEDULE OF WARRANTS ACTIVITY
| Common Stock Warrants | ||||||||||||||||
| Shares | Weighted– Average Exercise Price | Range of Exercise Price | Weighted– Average Remaining Life (Years) | |||||||||||||
| Total outstanding –December 31, 2025 | $ | $ | * | |||||||||||||
| Granted | — | — | — | — | ||||||||||||
| Exercised | — | — | — | — | ||||||||||||
| Reclassified from equity | — | — | — | — | ||||||||||||
| Reclassified to equity | — | — | — | — | ||||||||||||
| Expired | — | — | — | — | ||||||||||||
| Total outstanding –March 31, 2026 | $ | $ | * | |||||||||||||
| $ | $ | * | ||||||||||||||
| * |
| 12 |
The following table summarizes the activity in liability classified warrants for the three months ended March 31, 2025:
| Common Stock Warrants | ||||||||||||||||
| Shares | Weighted– Average Exercise Price | Range of Exercise Price | Weighted– Average Remaining Life (Years) | |||||||||||||
| Total outstanding –December 31, 2024 | $ | $ | * | |||||||||||||
| Granted | — | — | — | — | ||||||||||||
| Exercised | — | — | — | — | ||||||||||||
| Expired | — | — | — | — | ||||||||||||
| Total outstanding –March 31, 2025 | $ | $ | * | |||||||||||||
| Exercisable | $ | $ | * | |||||||||||||
| * |
The following table presents the Company’s fair value hierarchy for its warrant liabilities measured at fair value on a recurring basis as of March 31, 2026:
SCHEDULE OF FAIR VALUE OF HIERARCHY FOR WARRANT LIABILITIES
| Quoted | ||||||||||||||||
| Market | Significant | |||||||||||||||
| Prices for | Other | Significant | ||||||||||||||
| Identical | Observable | Unobservable | ||||||||||||||
| Assets | Inputs | Inputs | ||||||||||||||
| Common Stock Warrant Liabilities | (Level 1) | (Level 2) | (Level 3) | Total | ||||||||||||
| Balance as of December 31, 2025 | $ | — | $ | — | $ | $ | ||||||||||
| Granted | — | — | — | — | ||||||||||||
| Exercised | — | — | — | — | ||||||||||||
| Loss on change in fair value of warrant liabilities | — | — | ( | ) | ( | ) | ||||||||||
| Balance as of March 31, 2026 | $ | — | $ | — | $ | $ | ||||||||||
| 13 |
The following table presents the Company’s fair value hierarchy for its warrant liabilities measured at fair value on a recurring basis as of December 31, 2025:
| Quoted | ||||||||||||||||
| Market | Significant | |||||||||||||||
| Prices for | Other | Significant | ||||||||||||||
| Identical | Observable | Unobservable | ||||||||||||||
| Assets | Inputs | Inputs | ||||||||||||||
| Common Stock Warrant liabilities | (Level 1) | (Level 2) | (Level 3) | Total | ||||||||||||
| Balance as of December 31, 2024 | $ | — | $ | — | $ | $ | ||||||||||
| Balance | $ | — | $ | — | $ | $ | ||||||||||
| Granted | — | — | — | — | ||||||||||||
| Exercised | — | — | — | — | ||||||||||||
| Loss on change in fair value of warrant liabilities | — | — | ( | ) | ( | ) | ||||||||||
| Balance as of December 31, 2025 | $ | — | $ | — | $ | $ | ||||||||||
| Balance | $ | — | $ | — | $ | $ | ||||||||||
There were no transfers of financial assets or liabilities between category levels for the three months ended March 31, 2026 or the year ended December 31, 2025.
The value of the warrant liabilities was based on valuations internally generated Black Scholes valuations. Due to the nominal exercise price of the 2024 Pre-Funded Warrants and indefinite term, the Company calculated an implied value of the 2024 Pre-Funded Warrants based on the underlying common stock price on the valuation date, less the exercise price. For volatility, the Company considers comparable public companies as a basis for its expected volatility to calculate the fair value of common stock warrants and transitions to its own volatility as the Company develops sufficient appropriate history as a public company. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected term of the common stock warrant. The Company uses an expected dividend yield of zero based on the fact that the Company has never paid cash dividends and does not expect to pay cash dividends in the foreseeable future. Any significant changes in the inputs may result in significantly higher or lower fair value measurements.
The following are the weighted average and the range of assumptions used in estimating the fair value of warrant liabilities (weighted average calculated based on the number of outstanding warrants on each issuance) as of March 31, 2026 and 2025:
SCHEDULE OF ASSUMPTIONS OF WARRANT LIABILITIES
| March 31, 2026 | March 31, 2025 | |||||||||||||||
| Range | Weighted Average | Range | Weighted Average | |||||||||||||
| Risk-free interest rate | % | % | % | % | ||||||||||||
| Expected volatility (peer group) | % | % | % | % | ||||||||||||
| Term of warrants (years) | ||||||||||||||||
| Expected dividend yield | % | % | % | % | ||||||||||||
NOTE 9 — CONVERTIBLE DEBT
2025 Convertible Note
On
April 28, 2025, the Company entered into a Secured Convertible Note (the “2025 Convertible Note”) with Alpha Capital Anstalt
(“Alpha”, or “Holder”), pursuant to which the Company issued to Alpha a non-interest-bearing note with a principal
of $
The
Company determined the 2025 Convertible Note does not contain a substantial premium and therefore the Company elected to account for
the Convertible Note under the fair value option in accordance with ASC 825-10-15-4. The Company determined the fair value of the Convertible
Note was $
On
June 4, 2025 the Company paid down $
| 14 |
NOTE 10 — PROMISSORY NOTES
During
the year ended December 31, 2025, the Company issued short term notes payable totaling $
There were no outstanding promissory notes outstanding as of March 31, 2026 or December 31, 2025.
NOTE 11 — LOSS PER SHARE
Basic loss per share (“EPS”) is computed by dividing net loss including deemed dividends by the weighted-average number of common shares outstanding plus unexercised pre-funded warrants. Diluted EPS is computed based on the sum of the weighted-average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of shares issuable from preferred stock, convertible debt, stock options and warrants.
SCHEDULE OF DILUTIVE SECURITIES EXCLUDED FROM DILUTED NET LOSS PER SHARE
| 2026 | 2025 | |||||||
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net loss used for basic earnings per share | $ | ( | ) | $ | ( | ) | ||
| Basic weighted-average common shares outstanding | ||||||||
| Dilutive potential shares issuable from preferred stock, convertible debt, stock options and warrants | — | — | ||||||
| Diluted weighted-average common shares outstanding | ||||||||
These potentially dilutive securities have been excluded from diluted net loss per share as of March 31, 2026 and 2025 because their effect would be anti-dilutive:
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES
| 2026 | 2025 | |||||||
| As of March 31, | ||||||||
| 2026 | 2025 | |||||||
| Shares of common stock subject to outstanding options | - | |||||||
| Shares of common stock subject to outstanding warrants (excluding pre-funded warrants) | ||||||||
| Shares of common stock subject to outstanding preferred stock | ||||||||
| Total common stock equivalents | ||||||||
| 15 |
NOTE 12 — COMMITMENTS AND CONTINGENCIES
As of March 31, 2026, the Company has no commitments and contingencies.
NOTE 13 — RESEARCH AND LICENSE AGREEMENTS
UCL Business Limited
In
January 2022, the Company entered into a License Agreement with UCL Business Limited to obtain an exclusive worldwide in-license of a
genomic quadruplex (G4)-selective transcription inhibitor drug development program which had been developed at University College London,
including lead and back-up compounds, preclinical data and a patent estate. (UCL Business Limited is the commercialization company for
University College London.) The program’s lead compound is now being developed at the Company under the name QN-302 as a candidate
for treatment for pancreatic ductal adenocarcinoma, which represents the vast majority of pancreatic cancers. The License Agreement required
a $
There
were
QN-302 Phase 1 Study
In June 2023, the Company entered into a Master Clinical Research Services Agreement with Translational Drug Development, LLC (“TD2”) whereby TD2 agreed to perform certain clinical research and development services for the Company including but not limited to trial management, side identification and selection, site monitoring/management, medical monitoring, project management, data collection, statistical programming or analysis, quality assurance auditing, scientific and medical communications, regulatory affairs consulting and submissions, strategic consulting, and/or other related services. From time to time, the Company may enter into statements of work with TD2 for the performance of specific services under this Master Clinical Research Services Agreement.
In June 2023, the Company entered into a Master Laboratory Services Agreement with MLM Medical Labs, LLC (“MLM”) whereby MLM agreed to perform certain clinical research and development services for the Company including but not limited to laboratory, supply, testing, validation, data management, and storage services. From time to time, the Company may enter into work orders with MLM for the performance of specific services under this Master Laboratory Services Agreement.
In June 2023, the Company entered into a Master Services Agreement with Clinigen Clinical Supplies Management, Inc. (“Clinigen”) whereby Clinigen agreed to provide certain pharmaceutical products and/or services. From time to time, the Company may enter into statements of work with Clinigen for the performance of specific services under this Master Services Agreement.
In July 2023, pursuant to the above agreements, the Company entered into work orders and statements of work for clinical trial services for the conduct of the QN-302 Phase 1 study. Given our financial situation, the company slowed the development of the QN-302 Phase 1 Study beginning in the second quarter of 2024.
University of Louisville Research Foundation
In
March 2019, the Company entered into a sponsored research agreement and an option for a license agreement with University of Louisville
Research Foundation, Inc. (“ULRF”) for development of several small-molecule RAS interaction inhibitor drug candidates. Under
the terms of this agreement, the Company agreed to reimburse ULRF for sponsored research expenses of initially up to $
There
were
Between
June 2018 and April 2022, the Company entered into license and sponsored research agreements with ULRF for QN-247, a novel aptamer-based
compound that has shown promise as an anticancer drug.
| 16 |
The
sponsored research agreement for QN-247 expired in August 2022 and there were
All agreements with the ULRF were terminated in August 2024.
Marizyme
On
April 11, 2024, we entered into a Co-Development Agreement with Marizyme. Under the Co-Development Agreement (as amended),
NOTE 14 — STOCKHOLDERS’ EQUITY
As of March 31, 2026 and 2025, the Company had two classes of authorized capital stock: common stock and preferred stock.
Common Stock
Holders of common stock generally vote as a class with the holders of the preferred stock and are entitled to one vote for each share held. Subject to the rights of the holders of the preferred stock to receive preferential dividends, the holders of common stock are entitled to receive dividends when and if declared by the Board of Directors. Following payment of the liquidation preference of the preferred stock, any remaining assets will be distributed ratably among the holders of the common stock and, on an as-if-converted basis, the holders of any preferred stock upon liquidation, dissolution or winding up of the affairs of the Company. The holders of common stock have no preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions.
At
March 31, 2026, the Company has reserved
SCHEDULE OF RESERVED SHARES
| Conversion of Series A-2 preferred stock | ||||
| Conversion of Series B preferred stock | ||||
| Exercise of stock warrants | ||||
| Total |
Faraday Subscription Agreement
As
described in Note 1 – Business and Summary of Significant Accounting Policies and Estimates, on September 29, 2025, the Company
consummated the Subscription Agreement with certain investors, including Faraday pursuant to which the Company issued and sold
Additionally,
in connection with the closing of the Subscription Agreement, the Company issued
Further,
in connection with the closing of the Subscription Agreement,
| 17 |
2024 Common Stock Purchase Agreement
On
November 19, 2024, the Company entered into a Common Stock Purchase Agreement (the “Common Stock Purchase Agreement”) with
Horberg Enterprises LP (the “Investor”), pursuant to which the Company in its sole discretion has the right, but not the
obligation, to issue and sell to the Investor up to $
No upfront fees were paid to the Investor at the execution of the arrangement. As of March 31, 2025, no registration statement had been filed and thus the Commencement Date permitting the sale of shares under the Common Stock Purchase Agreement had not yet occurred.
The Company evaluated the Common Stock Purchase Agreement under ASC 815-40 Derivatives and Hedging-Contracts on an Entity’s Own Equity as it represents the right to require the Investor to purchase shares of Common Stock in the future, similar to a put option. The Company concluded the Common Stock Purchase Agreement represents a freestanding derivative instrument that does not qualify for equity classification and therefore requires fair value accounting. The Company analyzed the terms of the contract and concluded the derivative instrument had no value at inception, as of March 31, 2026, or as of December 31, 2025.
Preferred Stock
There
are a total of
As
described in Note 1 – Organization and Summary of Significant Accounting Policies and Estimates, on September 29, 2025, the Company
consummated the Subscription Agreement pursuant to which the Company issued
On
July 28, 2025, in a private placement transaction, the Company sold and issued to certain institutional and accredited investors
On
November 20, 2024 in a private placement transaction, the Company sold and issued to certain institutional and accredited investors
SCHEDULE OF OUTSTANDING PREFERRED STOCK
| Authorized Shares | Outstanding Shares | Conversion Price | Common Stock Equivalent | |||||||||||||
| Series A-2 | $ | |||||||||||||||
| Series B | $ | |||||||||||||||
| 18 |
The shares of Series A-2 Preferred Stock, Series A-3 Preferred Stock, and Series B Preferred Stock have the rights, preferences, powers, restrictions and limitations as set forth below.
Conversion
Rights – Each share of Preferred Stock is convertible at any time, at the option of the holder, into a number of shares of common
stock equal to $
The
Conversion Prices of the Series A Preferred Stock are also subject to down-round adjustments if the Company at any time while the Series
A Preferred Stock is outstanding issues common stock or common stock equivalents at a lower effective price per share than the then-effective
Conversion Price, in all cases subject to a floor price of $
Liquidation Preference – Upon any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, the holders of Series A Preferred Stock shall be entitled to an amount equal to the Stated Value for each share of Series A-2 Preferred Stock before any distribution or payment shall be made to the holders of common stock. Upon any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, the holders of Series B Preferred Stock shall be entitled to an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon before any distribution or payment shall be made to the holders of common stock.
Voting Rights – The holders of Series A Preferred Stock are entitled to vote, together as a single class with the common stock, on all matters presented to the common stockholders for a vote. Each share of Preferred Stock is entitled to a number of votes equal to the number of shares into which such share of Preferred Stock would be convertible, as of the record date for determination of stockholders entitled to vote as to such matter, if the conversion price was equal to the “Minimum Price” (as defined in Nasdaq Listing Rule 5635(d)) as of the original issue date of the Series A Preferred Stock, taking into account for such purposes the beneficial ownership limitation as then in effect. The holders of Series B Preferred stock will vote together with common stock on an as-converted basis.
Dividends – The holders of Series A Preferred Stock and Series B Preferred Stock are entitled to receive dividends, if and when such dividends are paid to holders of common stock, in the same form and at the same time on an as-converted to common stock basis.
Protective Provisions – At all times while the Series A Preferred Stock and Series B Preferred Stock are outstanding, without the consent of the holders of at least 67% of the Stated Value of each series of the then-outstanding Series A Preferred Stock and holders of at least 75% of the Stated Value of the then-outstanding Series B Preferred Stock, (the “Required Consent”), the Company is prohibited from amending its charter documents in any manner that adversely affects the rights of the Series A Preferred Stock and Series B Preferred Stock, repurchase junior securities of the Company, pay cash dividends or distributions on junior securities of the Company, or enter into a material transactions with an affiliate of the Company (unless it is at arm’s length and expressly approved by a majority of the disinterested directors). Without the Required Consent of the Series B Preferred Stock, the Company is prohibited from entering into, creating, assuming or guaranteeing any new indebtedness or liens of any kind.
| 19 |
In addition, as long as any shares of Series B Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series B Preferred Stock directly and/or indirectly (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as to redemption or distribution of assets upon a Liquidation (as defined in Section 5) senior to, or otherwise pari passu with, the Series B Preferred Stock or, authorize or create any class of stock ranking as to dividends senior to, or otherwise pari passu with, the Series B Preferred Stock, (c) amend its Articles of Incorporation or other charter documents in any manner that adversely affects any rights of the holders of the Series B Preferred Stock, (d) increase the number of authorized shares of Series B Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing.
Upon
any subsequent issuance by the Company or any of its subsidiaries of common stock or common stock equivalents for cash consideration,
indebtedness or a combination of units thereof (a “Subsequent Financing”), holders of Series B Preferred Stock may elect,
in its sole discretion, to exchange (in lieu of conversion), if applicable, all or some of the shares of Series B Preferred Stock then
held for any securities or units issued in a Subsequent Financing on a $
Stock Options and Warrants
Stock Options
The Company recognizes all compensatory share-based payments as compensation expense over the service period, which is generally the vesting period.
In April 2020, the Company adopted the 2020 Stock Incentive Plan (the “2020 Plan”), which provides for the granting of incentive or non-statutory common stock options and other types of awards to qualified employees, officers, directors, consultants and other service providers.
In
October 2025, the Company adopted the 2025 Equity Incentive Plan (the “2025 Plan”), which provides for the granting of incentive
or non-statutory common stock options and other types of awards to qualified employees, officers, directors, consultants and other service
providers. As of March 31, 2026,
Equity Classified Compensatory Warrants
As
part of the May 2020 reverse recapitalization transaction, the Company issued equity classified compensatory common stock warrants to
an advisor and its designees. In addition, various service providers hold equity classified compensatory common stock warrants issued
in 2017 and earlier (originally exercisable to purchase Series C convertible preferred stock, and now instead exercisable to purchase
common stock). These are to be differentiated from the Series C Warrants described in Note 8 - Warrant Liabilities. As of March 31, 2026,
warrants to purchase
The following table summarizes the equity classified compensatory warrant activity for the three months ended March 31, 2026:
SCHEDULE OF COMPENSATORY WARRANT ACTIVITY
| Common Stock | ||||||||||||||||
| Shares | Weighted– Average | Range of Exercise Price | Weighted– Average Remaining Life (Years) | |||||||||||||
| Total outstanding – December 31, 2025 | $ | $ | ||||||||||||||
| Exercised | — | — | — | — | ||||||||||||
| Expired | ( | ) | — | — | — | |||||||||||
| Forfeited | — | — | — | — | ||||||||||||
| Total outstanding – March 31, 2026 | $ | $ | ||||||||||||||
| Exercisable | $ | $ | ||||||||||||||
| Non-Exercisable | — | — | — | — | ||||||||||||
| 20 |
The following table summarizes the equity classified compensatory warrant activity for the three months ended March 31, 2025:
| Common Stock | ||||||||||||||||
| Shares | Weighted– Average | Range of Exercise Price | Weighted– Average Remaining Life (Years) | |||||||||||||
| Total outstanding – December 31, 2024 | $ | $ | ||||||||||||||
| Exercised | — | — | — | — | ||||||||||||
| Expired | ( | ) | $ | $ | — | |||||||||||
| Forfeited | — | — | — | — | ||||||||||||
| Total outstanding – March 31, 2025 | $ | $ | ||||||||||||||
| Exercisable | $ | $ | ||||||||||||||
| Non-Exercisable | — | — | — | — | ||||||||||||
There
were no compensation costs related to outstanding warrants for the three months ended March 31, 2026 and 2025. As of March 31, 2026 and
2025, there was
Noncompensatory Equity Classified Warrants
On
December 22, 2022, in conjunction with the issuance of a debenture to Alpha (see Note 9 – Convertible Debt), the Company issued
to Alpha a warrant to purchase
On
February 27, 2024 the Company entered into a new Securities Purchase Agreement with Alpha for the purchase of the February 2024
Debenture (see Note 9 – Convertible Debt). This Securities Purchase Agreement resulted in the reduction of the exercise price
of the December 22, 2022 warrant and the May 2020 warrant from $
On
September 6, 2024 as a result of the down-round provision triggered by shares sold in a public offering, the above warrants were repriced
from $
On
April 12, 2024, in connection with the issuance of a convertible debenture to Chen (see Note 9 – Convertible Debt), the Company
issued a liability classified warrant to Chen to purchase
On
September 6, 2024 as a result of the down-round provision triggered by shares sold in a public offering, the above warrants were repriced
from $
As
a result of a partial voluntary conversion of the 2024 Alpha Debenture on September 9, 2024, the Company no longer had sufficient shares
to settle the 2024 Alpha Warrant in full until shareholder approval was obtained, and a portion (
| 21 |
On
September 6, 2024, upon the closing of a public offering, the Company issued pre-funded warrants to purchase
On
September 6, 2024, upon the closing of a public offering,
On
November 20, 2024, the Company closed its private placement transaction resulting in the issuance of newly designated Series A-2 Preferred
Stock. As a result of the issuance of a new class of voting securities, the Company evaluated its equity classified compensatory warrants’
respective terms, and concluded that compensatory warrants to purchase
On
April 28, 2025 as a result of the down-round provision triggered by the issuance of the 2025 Convertible Note (see Note 9 -
Convertible Debt), warrants for
As
discussed above, on September 29, 2025,
The following table summarizes the noncompensatory equity classified warrant activity for the three months ended March 31, 2026:
SCHEDULE OF NON COMPENSATORY WARRANT ACTIVITY
| Common Stock | ||||||||||||||||
| Shares | Weighted– Average Exercise Price | Range of Exercise Price | Weighted– Average Remaining Life (Years) | |||||||||||||
| Total outstanding – December 31, 2025 | $ | $ | ||||||||||||||
| Granted | — | — | — | — | ||||||||||||
| Exercised | — | — | — | — | ||||||||||||
| Expired | — | — | — | — | ||||||||||||
| Forfeited | — | — | — | — | ||||||||||||
| Total outstanding – March 31, 2026 | $ | $ | ||||||||||||||
| Exercisable | $ | $ | ||||||||||||||
| Non-Exercisable | — | — | — | — | ||||||||||||
The following table summarizes the noncompensatory equity classified warrant activity for the three months ended March 31, 2025:
| Common Stock | ||||||||||||||||
| Shares | Weighted– Average Exercise Price | Range of Exercise Price | Weighted– Average Remaining Life (Years) | |||||||||||||
| Total outstanding – December 31, 2024 | $ | $ | ||||||||||||||
| Granted | — | — | — | — | ||||||||||||
| Exercised | — | — | — | — | ||||||||||||
| Expired | — | — | — | — | ||||||||||||
| Forfeited | — | — | — | — | ||||||||||||
| Total outstanding – March 31, 2025 | $ | $ | ||||||||||||||
| Exercisable | $ | $ | ||||||||||||||
| Non-Exercisable | — | — | — | — | ||||||||||||
| 22 |
NOTE 15 — RELATED PARTY TRANSACTIONS
Lead Investor Agreement
In
connection with the Subscription Agreement, the Company and Faraday Future Intelligent Electric Inc. entered into a Lead Investor Agreement.
Pursuant to this agreement, Faraday committed to invest a minimum of $
| ● | Treasury Reserve & Crypto Custody: The Company will adopt a Treasury Reserve Policy establishing cryptocurrencies as its primary ongoing treasury reserve asset. | |
| ● | Executive Appointments: Concurrent with the closing, Faraday appointed Jiawei Wang as Co-Chief Executive Officer and Koti Meka as Chief Financial Officer. The Faraday-appointed Co-CEO is solely responsible for all non-legacy business operations and has been granted sole access to all crypto-related accounts of the Company, subject to delegation. | |
| ● | Board Restructuring: The Board size was initially reduced to five members, with Faraday appointing two initial directors to fill vacancies. Following stockholder approval, the Board will expand to seven members, granting Faraday the right to appoint up to two additional directors. Faraday retains the right to proportional board representation so long as it maintains at least 5% beneficial ownership of the Company’s Common Stock. | |
| ● | Transitional Governance Controls: Prior to receiving stockholder approval, the Faraday-appointed Co-CEO will manage all new business affairs and holds the exclusive authority to approve and execute new agreements on behalf of the Company. Legacy business affairs continue to be managed by the current CEO. |
Actual
proceeds from the Lead Investor Agreement from Faraday as well as several members of Faraday’s executive management team amounted
to $
As
part of the Lead Investor Agreement, YT Jia, the Co Chief Executive Officer of Faraday, contributed $
As
part of the Lead Investor Agreement, Jerry Wang, the President of Faraday, contributed $
Master Service Agreement
On
September 30, 2025 the Company entered into a Transition Services Agreement with Faraday to provide support and management services.
During the three months ended March 31, 2026, approximately $
Related Party Accrued Expenses
In
2025 the Company entered into verbal agreements with several members of management and consultants, including Faraday Future Global
Partners (a company that shares several board members with Faraday), the Chief Executive Officer of Faraday, several board members
of Faraday, members of the audit committee of the Company, the Chief Executive Officer of the Company, and the Chief Financial
Officer of Faraday, to provide management consulting services. These agreements were finalized in 2026, and were made retroactive to
November 1, 2025. The agreements includes services beginning in the year ended December 31, 2025 in the total amount of
approximately $
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Warrants
On
May 22, 2020, as a commitment fee, the Company issued warrants to Alpha for the purchase of common stock. As of December 31, 2024, 141
of these warrants remained outstanding and exercisable, and were able to be exercised in whole or in part, at any time before May 22,
2025. These warrants expired, and as of December 31, 2025, none of these warrants remain outstanding and exercisable. During years ended
December 31, 2025 and 2024 there were
On
December 22, 2022, in conjunction with the issuance of a debenture to Alpha, the Company issued to Alpha a warrant to purchase
On
February 27, 2024, in conjunction with the issuance of a debenture to Alpha, the Company issued to Alpha, a warrant to purchase
On
September 6, 2024 as a result of the down-round provision triggered by shares sold in a public offering, the above warrants were
repriced from $
As
a result of a partial voluntary conversion of the 2024 Alpha Debenture on September 9, 2024, the Company no longer had sufficient shares
to settle the 2024 Alpha Warrant in full until shareholder approval was obtained, and a portion (
During the three months ended March 31, 2026, there were no exercises of this warrant. This warrant is included in equity on the Company’s unaudited consolidated balance sheets (see Note 14 – Stockholders’ Equity).
As
of March 31, 2026, the exercise price of all of the above warrants issued to Alpha was $
On
April 12, 2024, in connection with the issuance of a debenture to Chen (see Note 9 – Convertible Debt), the Company issued a liability
classified warrant to Chen to purchase
Prepaid Investment
In February 2026, the Company paid $
| 24 |
NOTE 16 — SEGMENT INFORMATION
The Company operates as a single operating and reportable segment. This determination is consistent with the manner in which the Company’s Chief Operating Decision Maker (“CODM”) evaluates performance, allocates resources, and reviews financial results.
The CODM consists of the Company’s two Co-Chief Executive Officers and its Chief Financial Officer. The CODM reviews consolidated financial information and does not receive discrete financial information for separate business components. Prior to the Offering (see Note 1 – Organization and Summary of Significant Accounting Policies and Estimates), the CODM consisted of the sole Chief Executive Officer.
In
accordance with ASC 280, Segment Reporting, the Company has concluded that it has
The Company’s operations primarily consist of the development and commercialization of AI-enabled technology products and services, including AI-based trading tools, digital-asset tokenization and embedded AI services, and AI-powered cryptocurrency portfolio management solutions. Prior to the Offering, the Company was an early-stage clinical therapeutics company focused on developing treatments for adult and pediatric cancer. The CODM evaluates performance and allocates resources based on consolidated net income (loss). The CODM reviews the Company’s significant segment expenses, which are its consolidated operating expenses, including research and development, general and administrative, and interest and other expenses, broken out as follows:
SCHEDULE OF SEGMENT INFORMATION
| 2026 | 2025 | |||||||
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| EXPENSES | ||||||||
| General and administrative | $ | $ | ||||||
| Sales and Marketing | — | |||||||
| Research and development | ||||||||
| Credit loss expense - short-term note receivable | ||||||||
| Total expenses | ||||||||
| Total other expense (income), net (1) | ( | ) | ||||||
| NET LOSS | $ | $ | ||||||
| (1) |
The CODM evaluates the Company’s financial position based on the consolidated balance sheet and does not review segment-level asset information. Accordingly, no separate segment asset disclosures are presented.
NOTE 17 — SUBSEQUENT EVENTS
On
April 10, 2026, the Company entered into first and second amendments to its previously disclosed entrusted investment agreement with
GKA and Song Wang, which expanded the scope of entrusted assets to include preferred equity and debt instruments of Faraday and modified
certain governance and option provisions. On April 14, 2026, GKA and Faraday executed an amended and restated securities purchase agreement
increasing the aggregate investment to $
In
connection with the transaction, GKA provided a $
On April 17, 2026, the Company filed a Registration Statement on Form S-8
to register an aggregate of
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our interim unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q (this “Quarterly Report”) and the audited financial statements and notes thereto as of and for the twelve months ended December 31, 2025, which are contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 30, 2026. As used in this Quarterly Report, unless the context suggests otherwise, “we,” “us,” “our,” or “AIxC” refer to AIxCrypto Holdings, Inc. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions.
Cautionary Note Regarding Forward Looking Statements
This Quarterly Report contains forward-looking statements by the Company that involve risks and uncertainties and reflect the Company’s judgment as of the date of this Report. These statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” or “continue” or the negative of these words or other similar terms or expressions that concern the Company’s expectations, strategy, plans or intentions. Such forward-looking statements may relate to, among other things, potential future development, testing and launch of products and product candidates. Actual events or results may differ from our expectations due to a number of factors.
Some of the factors that we believe could cause actual results to differ from those anticipated or predicted include:
| ● | The projected financial information, anticipated growth rate, and market opportunities of the Company; | |
| ● | The ability to maintain the listing of our Common Stock on Nasdaq; | |
| ● | Our public securities’ potential liquidity and trading; | |
| ● | Our ability to raise financing in the future; | |
| ● | Our success in retaining or recruiting, or changes required in, officers, key employees, or directors; | |
| ● | Potential effects of extensive government regulation; | |
| ● | Our future financial performance and capital requirements; | |
| ● | High inflation rates and interest rate increases; | |
| ● | The trends in, expected growth in and market size of the blockchain and Fintech industries in the markets we have business and globally; | |
| ● | Our ability to continue to develop new technologies and/or upgrade our existing technologies | |
| ● | factors relating to our business, operations, and financial performances, including: | |
| ● | Our ability to compete in a changing industry and respond quickly and cost-effectively to new or emerging technologies | |
| ● | Our ability to generate the earnings necessary to fund our operations, continue to grow our business or repay our debt obligations; | |
| ● | The future development and growth of cryptocurrency; and | |
| ● | Our ability to stay in compliance with laws and regulations that currently apply or become applicable to our business both in the United States and internationally given the highly evolving and uncertain regulatory landscape. |
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By their nature, forward-looking statements involve risks and uncertainties because they relate to events, competitive dynamics, and healthcare, regulatory and scientific developments and depend on the economic circumstances that may or may not occur in the future or may occur on longer or shorter timelines than anticipated. In light of the significant uncertainties in these forward-looking statements, you should not rely upon forward-looking statements as predictions of future events. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Quarterly Report, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from the forward-looking statements contained in this Quarterly Report. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate, are consistent in some future periods with the forward-looking statements contained in this Quarterly Report, they may not be predictive of results or developments in other future periods. Any forward-looking statement that we make in this Quarterly Report speaks only as of the date of this Quarterly Report, and we disclaim any intent or obligation to update these forward-looking statements beyond the date of this Quarterly Report, except as required by law. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Future filings with the Securities and Exchange Commission (the “SEC”), future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may also contain forward-looking statements. Because such statements include risks and uncertainties, many of which are beyond our control, actual results may differ materially from those expressed or implied by such forward-looking statements. The forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.
Overview
We are a technology infrastructure company focused on developing programmable systems at the intersection of real-world asset (“RWA”) tokenization and Embodied Artificial Intelligence (“EAI”). Our objective is to provide regulated, auditable software infrastructure that enables traditional assets and AI-enabled physical systems to interact with blockchain-based networks.
In September 2025, the Company completed a $41 million PIPE financing and rebranded from Qualigen Therapeutics to AIxCrypto Holdings, Inc. (Nasdaq: AIXC). Following a strategic review, in February 2026 the Company realigned its operations to focus exclusively on RWA tokenization and EAI infrastructure. As part of this realignment, the Company discontinued development of the BesTrade DeAI Agent platform and the C10 digital asset portfolio management tools, which were early-stage initiatives that did not align with our enterprise and institutional infrastructure objectives. We did not incur material additional impairment charges related to these initiatives beyond amounts previously disclosed.
The Company continues to evaluate strategic alternatives for its legacy therapeutics assets, including continued development, licensing, or disposition.
Core Operating Focus
Real-World Asset Tokenization
AIxC is developing software infrastructure to support the digitization and on chain administration of traditional financial and real world assets, with compliance logic and ownership records encoded directly into programmable smart contracts. As an initial reference implementation, pursuant to an Entrusted Investment Agreement, in February 2026 the Company advanced $10.0 million in connection a contractually committed equity investment in Faraday Future Intelligent Electric Inc. (Nasdaq: FFAI), which is recorded as a prepaid investment to a related party as of March 31, 2026, as the underlying shares had not been issued or settled as of that date. Tokenization of this investment has not yet occurred and remains subject to further technical development and regulatory considerations. The Company expects to pursue revenue through structuring fees, platform licensing, and asset administration services.
Embodied AI Infrastructure
The Company is developing the AIxC Hub, a decentralized application ecosystem intended to support the registration, validation, and economic coordination of AI enabled physical systems, with transaction settlement and incentive mechanisms encoded on chain. AIxC is engaged in an early stage collaboration with FFAI Robotics Inc., a subsidiary of Faraday Future Intelligent Electric Inc., as a potential initial deployment environment. No definitive commercial agreements have been executed, and there can be no assurance that any such arrangements will be completed.
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Recent Developments
Marizyme
On April 11, 2024, the Company entered into a Co-Development Agreement (the “Co-Development Agreement”) with Marizyme. Under the Co-Development Agreement (as amended), we agreed to pay Marizyme a Funding Payment of up to $1,750,000 and an Exclusivity Fee of $200,000. The Exclusivity Fee of $200,000 and a Funding Payment of $500,000 was paid to Marizyme on April 12, 2024. The Exclusivity Fee entitled us to an exclusivity period until May 31, 2024 for purposes of proposing and outlining a broader strategic relationship with Marizyme with regard to Marizyme’s DuraGraft business. The Funding Payment is designed to provide financial support for commercialization of Marizyme’s DuraGraft™ vascular conduit solution, which is indicated for adult patients undergoing coronary artery bypass grafting surgeries and is intended for the flushing and storage of the saphenous vein grafts used in coronary artery bypass grafting surgery. In return for the Funding Payment, we will receive quarterly a 33% payment in the nature of royalties on any Net Sales (as defined with a meaning tantamount to gross profit on net sales) of DuraGraft, capped at double the amount of the Funding Payment cash provided. No such payments-in-the-nature-of-royalties would accrue until after DuraGraft has been launched in the United States and a cumulative total of $500,000 of DuraGraft Net Sales have been made in the United States.
In addition, during the year ended December 31, 2025, the Company advanced a total of $4,166,900 to Marizyme, against which Marizyme had previously delivered demand promissory notes to the Company of like principal amounts (the “Marizyme Notes”). No additional funds were advanced during the three months ended March 31, 2026. The Marizyme Notes bear interest the rate of eighteen percent (18%) per annum. Marizyme may pre-pay all or any part of the outstanding principal or interest of the Marizyme Notes at any time and from time to time, in whole or in part, without premium or penalty, until its maturity on August 21, 2026. Throughout the fourth quarter of 2025, the Board reassessed its interest in further pursuing a transaction with Marizyme given the Faraday Investment (as described further below) and Marizyme’s continued need for funding support, and, as such, management updated its expected credit loss (“CECL”) estimate under ASC 326 as of March 31, 2026.
Faraday Investment
In September 2025 we consummated a Subscription Agreement (the “Subscription Agreement”) with certain investors including Faraday Future Intelligent Electric Inc. (NASDAQ: FFAI)(the “Lead Investor” or “Faraday”) pursuant to which the investors purchased $40.7 million (the “Offering”) of our Common Stock and shares of a newly created Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”). Up to $6.8 million of the net proceeds from the Offering were used to pay existing debt and fund our existing business operations, and the balance of the cash proceeds and contributed currency will be used for the establishment of our cryptocurrency treasury operations, using AlxCrypto.
Critical Accounting Policies and Estimates
This discussion and analysis is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our unaudited condensed consolidated financial statements. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the unaudited condensed consolidated financial statements. While the Company’s significant accounting policies and estimates are further outlined in Note 1 - Business and Summary of Significant Accounting Policies and Estimates of the unaudited condensed consolidated financial statements, Management believes that none of these give rise to critical accounting policies or estimates in these unaudited condensed consolidated financial statements.
| 28 |
Results of Operations
Comparison of the three months Ended March 31, 2026 and 2025:
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| EXPENSES | ||||||||
| General and administrative | $ | 3,547,853 | $ | 2,494,532 | ||||
| Sales and Marketing | 638,222 | — | ||||||
| Research and development | 5,072 | 33,167 | ||||||
| Credit loss expense - short-term note receivable | 142,574 | 197,000 | ||||||
| Total expenses | 4,333,721 | 2,724,699 | ||||||
| LOSS FROM OPERATIONS | (4,333,721 | ) | (2,724,699 | ) | ||||
| OTHER EXPENSE (INCOME), NET | ||||||||
| Gain on change in fair value of warrant liabilities | (69,660 | ) | (39,224 | ) | ||||
| Gain on change in fair value of convertible debt | (10,236 | ) | — | |||||
| Impairment of intangible assets | 182,619 | — | ||||||
| Interest expense | — | 73,615 | ||||||
| Interest income | (303,010 | ) | (112,953 | ) | ||||
| Net loss on digital assets | 1,945,582 | — | ||||||
| Total other expense (income), net | 1,745,295 | (78,562 | ) | |||||
| LOSS BEFORE PROVISION FOR INCOME TAXES | (6,079,016 | ) | (2,646,137 | ) | ||||
| PROVISION FOR INCOME TAXES | — | 35 | ||||||
| NET LOSS | (6,079,016 | ) | (2,646,172 | ) | ||||
| Total net loss per common share, basic and diluted | $ | (0.79 | ) | $ | (1.82 | ) | ||
| Weighted-average number of shares outstanding, basic and diluted | 7,704,597 | 1,456,714 | ||||||
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Expenses
General and Administrative Expenses
General and administrative expenses increased from $2.5 million for the three months ended March 31, 2025 to $3.5 million for the three months ended March 31, 2026. This is primarily due to an increase in transaction service agreement fees of $0.5 million as we paid our parent company for management services and $0.7 million increase in payroll as we hired new employees and paid signing bonuses to executives, plus $0.2 million increase in accounting fees, $0.2 million increase in insurance expense, and $0.3 million in legal fees, offset by a $1.3 million decrease in investor relation expenses. The increase in general and administrative expenses is primarily a result of the deployment of the Company’s change in strategy following the Faraday investment.
Sales and Marketing Costs
Sales and Marketing expenses increased from zero for the three months ended March 31, 2025, to approximately $638,000 for the three months ended March 31, 2026. In 2026 we began marketing campaigns related to increasing brand awareness for its real-world asset tokenization and embodied AI Infrastructure activities. while in 2025 we were not marketing any products.
Research and Development Costs
Research and development expenses decreased from approximately $33,000 for the three months ended March 31, 2025, to approximately $5,000 for the three months ended March 31, 2026. This was primarily due to all research and development being slowed down in 2025 due to lack of funding, resulting in minimal expenses incurred in 2026.
Credit Loss Expense – Short-Term Note Receivable
Credit loss expense – short-term note receivable decreased from $0.2 million for the three months ended March 31, 2025, to $0.1 million for the three months ended March 31, 2026. The methodology used to Marizyme’s credit allowance is based on the collectability of the receivable, and during the year ended December 31, 2025 a significant decrease in collectability assessed caused us to record significant increases to the credit allowance, so for the three months ended March 31, 2026, only a small adjustment was required due to interest being recorded on the outstanding balance.
Other Expense (Income), Net
Gain on Change in Fair Value of Warrant Liabilities
During the three months ended March 31, 2026 we experienced a $0.1 million gain in other income due to the change in fair value of the warrant liabilities described above, compared to a gain of approximately $39,000 during the three months ended March 31, 2025. This was primarily due to changes in our stock price and expiration of warrants during the prior period.
Gain on Change in Fair Value of Convertible Debt
During the three months ended March 31, 2026 we experienced an approximately $10,000 gain on change in fair value of convertible debt as a result of repayment of the outstanding debt, compared to no change for the three months ended March 31, 2025. We did not hold any convertible debt in the period ended March 31, 2025.
Impairment of Intangible Assets
There was approximately $183,000 in impairment of intangible assets during the three months ended March 31, 2026 compared to no impairment recorded during the three months ended March 31, 2025. During 2026 we wrote off some software development costs that had been capitalized, which did not occur in 2025.
Interest Income
There was $0.3 million in interest income during the three months ended March 31, 2026 compared to $0.1 million in interest income during the three months ended March 31, 2025. The increase was due to interest accrued on the Marizyme Notes, which increased significantly in the year ended December 31, 2025, as well as interest recorded on our money market accounts.
Interest Expense
There was $1.0 million in interest expense during the three months ended March 31, 2025 compared to no interest expense recorded during the three months ended March 31, 2026. The promissory notes we held during the three months ended March 31, 2025 were repaid prior to the three months ended March 31, 2026.
Net Loss on Digital Assets
During the three months ended March 31, 2026 we experienced an approximately $1.9 million loss on digital assets, compared to no change for the three months ended March 31, 2025. We did not hold any digital assets in the three months ended March 31, 2025.
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Liquidity and Going Concern
Our financial position is weak. As of March 31, 2026, we had approximately $6.2 million in cash and accounts payable of $1.5 million. We are in arrears on accounts payable to important partners. We have incurred recurring losses from operations and have an accumulated deficit of $146.1 million at March 31, 2026. We expect to continue to incur losses subsequent to the unaudited condensed consolidated balance sheet date of March 31, 2026. For the three months ended March 31, 2026 and the year ended December 31 2025, we used cash of $4.5 million and $7.0 million, respectively, in operations.
Our current liabilities at March 31, 2026 include approximately $1.5 million of accounts payable, $0.5 million of related party payables, approximately $33,000 of accrued expenses and other current liabilities, and approximately $72,000 in warrant liabilities.
We expect to continue to have net losses and negative cash flow from operations, which will challenge our liquidity. While we are establishing cryptocurrency treasury operations, it is newly established and there are no guarantees it will generate revenue. These factors raise substantial doubt regarding our ability to continue as a going concern for the one-year period following the date that the financial statements in this Annual Report were issued.
During the three months ended March 31, 2026, the Company fully repaid the remaining $132,000 principal balance of the 2025 Convertible Note, resulting in no outstanding balance as of March 31, 2026, and paid $10.0 million to Faraday pursuant to an entrusted investment agreement under which Gold King Arthur Holding Limited was engaged to acquire equity securities of Faraday. There were no financing activities during the three months ended March 31, 2026.
To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interests of our common stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through third-party funding, commercialization, marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or to grant licenses on terms that may not be favorable to us.
The accompanying financial statements have been prepared assuming that we will continue as a going concern. The financial statements do not include any adjustments that would be necessary should we be unable to continue as a going concern, and therefore, be required to liquidate its assets and discharge its liabilities in other than the normal course of business and at amounts that may differ from those reflected in the accompanying financial statements.
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Contractual Obligations and Commitments
We have no material contractual obligations that are not fully recorded on our unaudited condensed consolidated balance sheets or fully disclosed in the notes to the financial statements.
License and Sponsored Research Agreements
We have obligations under various license agreements to make future payments to third parties that become due and payable on the achievement of certain development, regulatory and commercial milestones (such as the start of a clinical trial, filing for product approval with the FDA or other regulatory agencies, product approval by the FDA or other regulatory agencies, product launch or product sales) or on the sublicense of our rights to another party. We have not included these commitments on our balance sheet because the achievement and timing of these events is not determinable. Certain milestones are in advance of receipt of revenue from the sale of products and, therefore, we may require additional debt or equity capital to make such payments.
In January 2022, we entered into a License Agreement with UCL Business Limited to obtain an exclusive worldwide in-license of a genomic quadruplex (G4)-selective transcription inhibitor drug development program which had been developed at University College London, including lead and back-up compounds, preclinical data and a patent estate. (UCL Business Limited is the commercialization company for University College London.) We are further developing the program’s lead compound under the name QN-302, and this work is currently still underway. The License Agreement requires (if and when applicable) tiered royalty payments in the low to mid-single digits, clinical/regulatory/sales milestone payments, and sharing of a percentage of any non-royalty sublicensing consideration paid to the Company. In November 2023, we became obligated to pay $100,000 to UCL Business Limited upon the first patient dosing of QN-302, which was paid in January 2024.
Marizyme
On April 11, 2024, we entered into a Co-Development Agreement with Marizyme, Inc. (“Marizyme”). Under the Co-Development Agreement (as amended on August 6, 2024), we agreed to pay Marizyme a Funding Payment of up to $1,750,000 and an Exclusivity Fee of $200,000. The Exclusivity Fee of $200,000 and a Funding Payment of $500,000 was paid to Marizyme on April 12, 2024. The Exclusivity Fee entitled us to an exclusivity period until May 31, 2024 for purposes of proposing and outlining a broader strategic relationship with Marizyme with regard to Marizyme’s DuraGraft business. The Funding Payment is designed to provide financial support for commercialization of Marizyme’s DuraGraft™ vascular conduit solution, which is indicated for adult patients undergoing coronary artery bypass grafting surgeries and is intended for the flushing and storage of the saphenous vein grafts used in coronary artery bypass grafting surgery. This work is still currently underway. In return for the Funding Payment we will receive quarterly a 33% payment in the nature of royalties on any Net Sales (as defined with a meaning tantamount to gross profit on net sales) of DuraGraft, capped at double the amount of the Funding Payment cash provided. No such payments-in-the-nature-of-royalties would accrue until after DuraGraft has been launched in the United States and a cumulative total of $500,000 of DuraGraft Net Sales have been made in the United States.
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Other Service Agreements
We enter into contracts in the normal course of business, including with clinical sites, contract research organizations, and other professional service providers for the conduct of clinical trials, contract manufacturers for the production of our product candidates, contract research service providers for preclinical research studies, professional consultants for expert advice and vendors for the sourcing of clinical and laboratory supplies and materials. These contracts generally provide for termination on notice, and therefore are cancelable contracts.
Cash Flows
The following table sets forth the significant sources and uses of cash for the periods set forth below:
| For the Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net cash (used in) provided by: | ||||||||
| Operating activities | $ | (4,495,354 | ) | $ | (1,589,396 | ) | ||
| Investing activities | (8,504,232 | ) | (305,000 | ) | ||||
| Financing activities | (132,000 | ) | 750,000 | |||||
| Net decrease in cash | $ | (13,131,586 | ) | $ | (1,144,396 | ) | ||
Net Cash Used in Operating Activities
During the three months ended March 31, 2026, operating activities used $4.5 million of cash, primarily resulting from a loss from continuing operations of $6.1 million. Cash flows from operating activities for the three months ended March 31, 2026 were positively impacted by adjustments for a $0.1 million provision for credit losses on short term notes receivable, $1.9 million in losses on the change in fair market value of digital assets, $0.2 million in impairment of intangible assets, $0.3 million in payments made using digital assets, change in prepaid expenses and other assets of $0.3 million, and changes in accounts payable of approximately $0.2 million. Cash flows from operating activities for the three months ended March 31, 2026 were negatively impacted by adjustments for an approximately $70,000 change in the fair value of warrant liabilities, accrued interest on short term notes receivable of $0.2 million, change in accrued expenses and other liabilities of $0.1 million, change in related party payables of $1.2 million, and a gain on the change in fair value of convertible debt of approximately $10,000.
During the three months ended March 31, 2025, operating activities used $1.6 million of cash, primarily resulting from a loss from continuing operations of $2.6 million. Cash flows from operating activities for the three months ended March 31, 2025 were positively impacted by adjustments for $0.2 million change in provision for credit losses of short-term notes receivable, $0.1 million in amortization of premium on notes payable, , a decrease in prepaid expenses of $0.9 million, and an increase in accrued expenses of $0.1 million. Cash flows from operating activities for the three months ended March 31, 2025 were negatively impacted by adjustments for a $39,000 gain on change in fair value of warrant liabilities, a $0.1 million increase in accrued interest on short-term notes receivable, and a $40,000 increase in accounts payable.
Net Cash Provided By Investing Activities
During the three months ended March 31, 2026, net cash used investing activities was approximately $8.5 million resulting from the purchase of intangible assets of $0.3 million, prepayments for the purchase of managed assets of $10.0 million, and purchases of digital assets of $0.3 million, offset by $2.1 million in proceeds from the sale of digital assets.
During the three months ended March 31, 2025, net cash used in investing activities resulted from advances to Marizyme of $0.3 million.
Net Cash Provided by Financing Activities
Net cash used in financing activities for the three months ended March 31, 2026 was $132,000, all of which resulted from the repayment of convertible debt.
Net cash provided by financing activities for the three months ended March 31, 2025 was $0.8 million, all of which resulted from the issuance of short term debt.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure controls and procedures are controls and other procedures designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
With the participation of our principal executive officer and principal financial officer, management evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of March 31, 2026. Based on this evaluation, management concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of that date.
Management identified the following material weaknesses:
| ● | An insufficient number of accounting personnel to adequately segregate duties. | |
| ● | Lack of designed and implemented effective Information Technology General Controls (“ITGC”) related to access controls for our financial accounting system. | |
| ● | Absence of formalized documentation of processes and controls that could be evaluated for proper design and implementation. |
Due to resource constraints, we are currently unable to employ additional personnel to remediate these material weaknesses. We do not expect remediation until we obtain additional funding to strengthen our accounting department.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On June 27, 2025, our Co-Chief Executive Officer, Jiawei (Jerry) Wang, received a “Wells Notice” from the staff of the Securities and Exchange Commission (the “SEC” ). Subsequently, on June 30, 2025, Mr. YT Jia, who has been appointed as our Chief Advisor, also received a Wells Notice from the SEC.
The notices state that the SEC staff has made a preliminary determination to recommend filing an enforcement action against Mr. Wang and Mr. Jia in their individual capacities. The alleged violations involve various anti-fraud provisions of the federal securities laws pertaining to purported false or misleading statements in connection with Faraday Future Intelligent Electric Inc.’s 2021 PIPE and SPAC listing, relating to (i) related party transactions, and (ii) Mr. Jia’s role.
The staff’s recommendation for an enforcement action may seek an injunction or cease-and-desist order, civil monetary penalties, disgorgement, or other equitable relief. The SEC may also seek a formal bar preventing Mr. Wang and Mr. Jia from serving as an officer or director of a public company.
A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law. It is a preliminary determination by the SEC staff to recommend to the Commissioners of the SEC that a civil enforcement action or administrative proceeding be brought. If the SEC determines to seek an enforcement action, it must proceed through a formal legal process, during which the individuals could defend themselves.
In September 2025, both Mr. Wang and Mr. Jia submitted formal responses to the SEC outlining why they believed an enforcement action is unwarranted. On March 18, 2026, the SEC’s Division of Enforcement issued letters directly to Faraday Future Intelligent Electric, Inc., Mr. Wang and Mr. Jia stating that it does not intend to recommend an enforcement action. The Division of Enforcement noted that the letters must in no way be construed as indicating that the party has been exonerated or that no action may ultimately result from the staff’s investigation.
ITEM 1A. RISK FACTORS
The Company’s business, reputation, results of operations and financial condition, as well as the price of its stock, can be affected by a number of factors, whether currently known or unknown, including those described in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 under the heading “Risk Factors.” When any one or more of these risks materialize, the Company’s business, reputation, results of operations and financial condition, as well as the price of its stock, can be materially and adversely affected.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Arrangement
During
the three months ended March 31, 2026, no director or officer of the Company
ITEM 6. EXHIBITS
| Exhibit No. | Description | |
| 31.1 | Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended. | |
| 31.2 | Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended. | |
| 32.1 | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2 | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 as Inline XBRL and contained in Exhibit 101). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| May 11, 2026 | AIXCRYPTO HOLDINGS, INC. | |
| By: | /s/ Kevin Richardson II | |
| Name: | Kevin Richardson II | |
| Title: | Co Chief Executive Officer and Director (Principal Executive Officer) | |
| By: | /s/ Koti Meka | |
| Name | Koti Meka | |
| Title: | Chief Financial Officer and Director (Principal Financial and Accounting Officer) |
| By: | /s/ Jerry Wang | |
| Name | Jerry Wang | |
| Title: | Co Chief Executive Officer (Principal Executive Officer) |
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