Streamex nine-month shareholder loss widens to $78.7M
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Streamex Corp. (STEX) reported $291,000 of gold lease income for the nine months ended September 30, 2026, versus none a year earlier, while net loss attributable to common shareholders widened to $78.714 million from $38.774 million. Operating expenses were $69.171 million, and operating activities used $28.030 million in cash. Cash was $5.476 million at September 30, down from $20.316 million at December 31, 2025; working capital was $22.036 million. Management expects operating losses and negative cash flows to continue until the digital infrastructure platform achieves sustained commercial scale.
In January, the company received $37.184 million in net proceeds from a public offering. It converted $15 million of debentures into 3.75 million common shares and paid approximately $38.903 million in cash to settle remaining obligations, eliminating convertible debt. The company also received $26.410 million from gold sales and $27.467 million from marketable-security sales. Gold had a carrying amount of $16.467 million and a market value of $13.993 million at September 30; the company reported no impairment loss after its recoverability test.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Major pointConvertible debt was eliminated after a $38.903 million cash settlement and $15 million conversion. 1× market cap
- Minor pointNine-month gold lease income was $291,000, versus none in 2025.
Negative
- Major pointNine-month net loss attributable to common shareholders rose to $78.714 million from $38.774 million.
- Moderate pointOperating cash use reached $28.030 million, versus $7.416 million in 2025.
- Minor pointOne counterparty generated all $291,000 of nine-month gold lease income.
Filing Explained
The November 5–6 subscription exchanged $6 million of GLDY tokens for a Fund investment; cash access follows staged redemption terms.
After quarter-end, Streamex subscribed on
As of
Key Figures
Key Terms
gold lease income financial
gold-denominated receivable financial
net asset value financial
imputed interest rate financial
variable interest entity financial
effective-yield method financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were STEX's results for the nine months ended September 30, 2026?
How much cash did STEX have on September 30, 2026?
What were the terms of STEX's liquidity-support loan for GLDY?
Who is the counterparty for STEX's gold lease income?
How much does STEX pay its GLDY liquidity provider for services?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission
file number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) | |
| (Address of principal executive office) | (Zip Code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The
|
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As
of November 11, 2026, there were
Exchangeable and Special Voting Shares:
As of November 11, 2026, there were 68,421,447 exchangeable shares of BST Sub ULC, a wholly owned subsidiary of the registrant, outstanding. Each exchangeable share is exchangeable for one share of the registrant’s common stock and carries rights substantially equivalent to the registrant’s common stock, including rights to dividends, liquidation preferences and voting through the Special Voting Preferred Stock held by a trustee.
TABLE OF CONTENTS
| Note on Forward-Looking Statements | 3 | ||
| PART I. FINANCIAL INFORMATION | |||
| ITEM 1. | Financial Statements | 4 | |
| Condensed Consolidated Balance Sheets (Unaudited) | 4 | ||
| Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) | 5 | ||
| Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) | 6 | ||
| Condensed Consolidated Statements of Cash Flows (Unaudited) | 7 | ||
| Notes to Condensed Consolidated Financial Statements (Unaudited) | 8-42 | ||
| ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 43-52 | |
| ITEM 3. | Quantitative and Qualitative Disclosures about Market Risk | 53 | |
| ITEM 4. | Controls and Procedures | 53 | |
| PART II. OTHER INFORMATION | |||
| ITEM 1. | Legal Proceedings | 54 | |
| ITEM 1A. | Risk Factors | 54 | |
| ITEM 2. | Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities | 55 | |
| ITEM 3. | Defaults Upon Senior Securities | 55 | |
| ITEM 4. | Mine Safety Disclosures | 55 | |
| ITEM 5. | Other Information | 55 | |
| ITEM 6. | Exhibits | 56 | |
| SIGNATURES | 57 | ||
| 2 |
Note on Forward-Looking Statements
This Quarterly Report on Form 10-Q (including the section regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations) contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q are forward-looking statements. These forward-looking statements relate to, among other things, our business, financial condition, results of operations, and prospects, including, but not limited to, statements regarding the growth and adoption of our GLDY token program, our gold-leasing activities, our liquidity and capital resources, our ability to regain compliance with Nasdaq continued listing requirements, and our business strategy and plans. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or the negative of these terms, and similar expressions or variations of such words.
Although forward-looking statements in this Quarterly Report on Form 10-Q reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in, or anticipated by, the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, as well as those discussed elsewhere in this Quarterly Report on Form 10-Q. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. We file reports with the Securities and Exchange Commission (“SEC”). The SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.
We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Quarterly Report on Form 10-Q, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Quarterly Report on Form 10-Q, including the disclosures under the heading “Risk Factors,” which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects
Unless otherwise mentioned or unless the context requires otherwise, all references in this Quarterly Report on Form 10-Q to the “Company,” “we,” “us,” “our,” “Streamex,” or similar terms refer to Streamex Corp., a Delaware corporation, and its consolidated subsidiaries.
| 3 |
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STREAMEX CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except number of shares and par value)
| September 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Digital assets | - | |||||||
| Marketable securities | ||||||||
| Gold-denominated receivable | - | |||||||
| Other assets held for sale – restricted gold | - | |||||||
| Other assets held for sale – gold | - | |||||||
| Prepaid expenses and other assets | ||||||||
| Investments measured at NAV | - | |||||||
| Loan receivables, net | - | |||||||
| Other receivable | - | |||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Other assets held at cost – gold (fair value of $ | - | |||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Operating lease right-of-use asset | - | |||||||
| Property and equipment, net | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Lease liability, short term | - | |||||||
| Dividends payable | ||||||||
| Convertible debentures | - | |||||||
| Embedded derivative liability | - | |||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Lease liability, long term | - | |||||||
| Deferred tax liability | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 20) | - | - | ||||||
| Mezzanine equity | ||||||||
| Redeemable Series C 9% Convertible Preferred Stock, $ | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock, $ | - | - | ||||||
| Common stock, $ | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated other comprehensive (loss) income | ( | ) | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity attributable to Streamex Corp. | ||||||||
| Noncontrolling interest | ||||||||
| Total stockholders’ equity | ||||||||
| Total liabilities, mezzanine equity and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements
| 4 |
STREAMEX CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except per share amounts)
(Unaudited)
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Gold lease income | $ | $ | - | $ | $ | - | ||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Provision for credit loss | - | - | ||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest income (expense), net | ( | ) | ( | ) | ||||||||||||
| Change in fair value of derivative liability | - | ( | ) | - | ( | ) | ||||||||||
| Realized gain on sale of gold | - | - | - | |||||||||||||
| Realized (loss) gain on marketable securities | ( | ) | - | - | ||||||||||||
| Change in fair value of marketable securities | ( | ) | - | ( | ) | - | ||||||||||
| Change in fair value of embedded derivative | - | - | - | |||||||||||||
| Realized loss on extinguishment of convertible debenture | - | - | ( | ) | - | |||||||||||
| Gain on settlement and forgiveness of accounts payable and accrued expenses | - | - | - | |||||||||||||
| Other (expense) income, net | ( | ) | ( | ) | ( | ) | ||||||||||
| Total other expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax benefit | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income attributable to noncontrolling interests | - | |||||||||||||||
| Net loss attributable to Streamex Corp. | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Preferred stock dividend | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss attributed to Streamex Corp. Common Shareholders | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss per common share, basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of common shares outstanding, basic and diluted | ||||||||||||||||
| Comprehensive Loss: | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other comprehensive loss | ||||||||||||||||
| Change in foreign currency translation adjustments | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Comprehensive income attributable to noncontrolling interest | - | |||||||||||||||
| Comprehensive loss attributable to Streamex Corp. | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements
| 5 |
STREAMEX CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands, except per share amounts)
(Unaudited)
Common stock Shares | Amount | Additional Paid-in-Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Noncontrolling Interest | Total | ||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||
| Stock-based compensation | - | - | - | |||||||||||||||||||||||||
| Exercise of warrants | -* | - | - | - | - | - | ||||||||||||||||||||||
| Net proceeds from issuance of common stock in underwritten public offering | - | - | - | |||||||||||||||||||||||||
| Conversion of exchangeable shares into common stock | ( | ) | - | - | - | - | ||||||||||||||||||||||
| Conversion of convertible debenture into common stock | - | - | - | |||||||||||||||||||||||||
| Issuance of equity to noncontrolling interest holders | - | - | - | - | - | |||||||||||||||||||||||
| Preferred stock dividend | - | - | ( | ) | - | - | - | ( | ) | |||||||||||||||||||
| Other comprehensive loss | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||
| Net loss | - | - | - | ( | ) | - | ( | ) | ( | ) | ||||||||||||||||||
| Balance, March 31, 2026 (unaudited) | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
| Stock-based compensation | - | - | - | |||||||||||||||||||||||||
| Conversion of exchangeable shares into common stock | ( | ) | - | - | - | - | ||||||||||||||||||||||
| Common stock cancelled | ( | ) | ( | ) | - | - | - | - | ||||||||||||||||||||
| Issuance of equity to noncontrolling interest holders | - | - | - | - | - | |||||||||||||||||||||||
| Change in ownership interest in Streamex Ltd. | - | - | ( | ) | - | - | ||||||||||||||||||||||
| Preferred stock dividend | - | - | ( | ) | - | - | - | ( | ) | |||||||||||||||||||
| Other comprehensive loss | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||
| Distributions in-kind to noncontrolling interest holders | - | - | - | - | ( | ) | - | |||||||||||||||||||||
| Net (loss) income | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||||||
| Balance, June 30, 2026 (unaudited) | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
| Stock-based compensation | - | - | - | |||||||||||||||||||||||||
| Conversion of exchangeable shares into common stock | ( | ) | - | - | - | - | ||||||||||||||||||||||
| Issuance of equity to noncontrolling interest holders | - | - | - | - | - | |||||||||||||||||||||||
| Change in ownership interest in Streamex Ltd. | - | - | ( | ) | - | - | ||||||||||||||||||||||
| Preferred stock dividend | - | - | ( | ) | - | - | - | ( | ) | |||||||||||||||||||
| Other comprehensive loss | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||
| Distributions in-kind to noncontrolling interest holders | - | - | - | - | ( | ) | - | |||||||||||||||||||||
| Other | - | - | - | - | ( | ) | - | |||||||||||||||||||||
| Net (loss) income | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||||||
| Balance, September 30, 2026 (unaudited) | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
Common stock Shares | Amount | Additional Paid-in-Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Noncontrolling Interest | Total | ||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | ) | $ | - | $ | $ | ( | ) | |||||||||||||||||
| Stock-based compensation | - | - | - | |||||||||||||||||||||||||
| Exercise of warrants | -* | - | - | - | - | - | ||||||||||||||||||||||
| Sale of common stock under at-the-market offering, net of transaction costs | - | - | - | |||||||||||||||||||||||||
| Sale of common stock and warrants | - | - | - | |||||||||||||||||||||||||
| Common stock issued to settle accounts payable and accrued expenses | -* | - | - | - | ||||||||||||||||||||||||
| Preferred stock dividend | - | - | ( | ) | - | - | - | ( | ) | |||||||||||||||||||
| Net (loss) income | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||||||
| Balance, March 31, 2025 (unaudited) | $ | $ | $ | ( | ) | $ | - | $ | $ | |||||||||||||||||||
| Stock-based compensation | - | - | - | |||||||||||||||||||||||||
| Exercise of warrants | ( | ) | - | - | - | - | ||||||||||||||||||||||
| Common stock cancelled | ( | ) | -* | - | - | - | - | - | ||||||||||||||||||||
| Common stock issued to settle accounts payable and accrued expenses | - | - | - | |||||||||||||||||||||||||
| Preferred stock dividend | - | - | ( | ) | - | - | - | ( | ) | |||||||||||||||||||
| Other comprehensive income | - | - | - | - | - | |||||||||||||||||||||||
| Net (loss) income | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||||||
| Balance, June 30, 2025 (unaudited) | $ | $ | $ | ( | ) | $ | $ | $ | ( | ) | ||||||||||||||||||
| Stock-based compensation | -* | - | - | - | ||||||||||||||||||||||||
| Exercise of warrants | ( | ) | - | - | - | - | ||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | |||||||||||||||||||||||
| Sale of common stock under at-the-market offering, net of transaction costs | - | - | - | |||||||||||||||||||||||||
| Preferred stock dividend | - | - | ( | ) | - | - | - | ( | ) | |||||||||||||||||||
| Other comprehensive loss | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||
| Net loss | - | - | - | ( | ) | - | - | ( | ) | |||||||||||||||||||
| Net (loss) income | - | - | - | ( | ) | - | - | ( | ) | |||||||||||||||||||
| Balance, September 30, 2025 (unaudited) | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||
| * |
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements
| 6 |
STREAMEX CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| 2026 | 2025 | |||||||
| For the Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of debt discount and issuance costs | - | |||||||
| Gain on settlement and extinguishment of accounts payable | - | ( | ) | |||||
| Realized gain on sale of gold | ( | ) | - | |||||
| Noncash lease income settled in gold | ( | ) | - | |||||
| Realized gain on marketable securities | ( | ) | - | |||||
| Realized loss on extinguishment of convertible debenture | - | |||||||
| Change in fair value of marketable securities | - | |||||||
| Change in fair value of embedded derivative | ( | ) | - | |||||
| Change in fair value of derivative liability | - | |||||||
| Allowance for credit losses on accounts receivable | - | |||||||
| Realized loss on investment | - | |||||||
| Unrealized loss on investments measured at NAV, net | - | |||||||
| Provision for credit losses | - | |||||||
| Accretion of discount on loan receivable | ( | ) | - | |||||
| Foreign currency transaction gain | ( | ) | - | |||||
| Stock-based compensation expense | ||||||||
| Noncash liquidity support arrangement expense settled in GLDY tokens | - | |||||||
| Deferred income taxes | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Gold-denominated receivable | ( | ) | - | |||||
| Purchases of digital assets | ( | ) | - | |||||
| Prepaid expenses and other assets | ( | ) | ||||||
| Accounts payable and accrued expenses | ||||||||
| Operating lease right-of-use assets and lease liabilities, net | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchases of marketable securities | ( | ) | - | |||||
| Purchase of non-marketable equity investments | - | ( | ) | |||||
| Proceeds from the sale of marketable securities | - | |||||||
| Proceeds from the sale of non-marketable equity investments | - | |||||||
| Proceeds from sale of gold | - | |||||||
| Purchase of gold held at cost | ( | ) | - | |||||
| Business acquisition, net of cash acquired | - | |||||||
| Net cash provided by investing activities | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from sale of common stock under at-the-market offerings, net of issuance costs | - | |||||||
| Proceeds from sale of common stock and warrants, net of issuance costs | - | |||||||
| Repayment of finance obligation | ( | ) | ( | ) | ||||
| Net proceeds from issuance of common stock in underwritten public offering | - | |||||||
| Proceeds from issuance of equity in subsidiaries to noncontrolling interest holders | - | |||||||
| Repayment of convertible notes payable | ( | ) | - | |||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||
| Effect of exchange rate change on cash | ( | ) | ||||||
| Net (decrease) increase in cash | ( | ) | ||||||
| Cash, beginning of the period | ||||||||
| Cash, end of the period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid during the period for interest | $ | $ | - | |||||
| Cash paid during the period for income taxes | $ | - | $ | - | ||||
| Non-cash investing activities: | ||||||||
| Acquisition of assets and liabilities recorded through operating lease | $ | $ | - | |||||
| Recognition of derivative liability as part of business combination (non-cash) | $ | - | $ | |||||
| Recognition of assets acquired as part of business combination | $ | - | $ | |||||
| Recognition of liabilities assumed as part of business combination | $ | - | $ | |||||
| Loan receivable funded through the transfer of USDC digital assets | $ | $ | - | |||||
| Other receivable funded through the transfer of USDC digital assets | $ | $ | - | |||||
| Investment in Metalayer Class A-1 shares funded through USDC digital assets | $ | $ | - | |||||
| GLDY tokens transferred as consideration for investment in Metalayer Class D-1 shares | $ | $ | - | |||||
Non-cash financing activities: | ||||||||
| Dividend payable on preferred stock charged to additional paid-in-capital | $ | $ | ||||||
| USDC digital assets received from transfer of ownership interest in Streamex Ltd. to noncontrolling interest holders | $ | $ | - | |||||
| Conversion of convertible debentures into common stock | $ | $ | - | |||||
| Distributions to noncontrolling interest holders | $ | $ | - | |||||
| Common stock issued in settlement of accounts payable and accrued expenses | $ | - | $ | |||||
| Financing obligation incurred for prepaid insurance | $ | - | $ | |||||
| Common stock issued for services recorded in prepaid expenses | $ | - | $ | |||||
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements
| 7 |
STREAMEX CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2026 (Unaudited)
(in thousands, except par value and share amounts)
NOTE 1 – NATURE OF OPERATIONS
Business and organization
Streamex Corp. (the “Company”, “we”, “us” and “our”) is a technology company operating a digital infrastructure platform focused on the tokenization and exchange of real-world assets (“RWAs”) and other commodity-linked financial products. On May 28, 2025, the Company acquired Streamex Exchange Corporation (“Streamex Exchange”), a software development company based in Vancouver, British Columbia. In connection with this strategic expansion, on September 12, 2025, the Company changed its corporate name from BioSig Technologies, Inc. to Streamex Corp., and its common stock began trading on The Nasdaq Capital Market under the ticker symbol “STEX” (formerly “BSGM”).
The acquisition of Streamex Exchange was completed pursuant to that certain Share Purchase Agreement dated as of May 23, 2025 (as amended on May 27, 2025, the “Share Purchase Agreement”) by and among the Company, BST Sub ULC, an unlimited liability company organized under the laws of the Province of British Columbia and a wholly owned subsidiary of the Company (“ExchangeCo”), 1540875 B.C. Ltd., a British Columbia company and a wholly owned subsidiary of the Company (“Callco”), the shareholders of Streamex Exchange, and 1540873 B.C. Ltd., as trustee (the “Trustee”) under the related exchange rights agreement (the “Exchange Rights Agreement”).
During the second quarter of 2026, in connection with the Company’s strategic focus on its digital asset and tokenization business, the Company ceased the remaining operations of its legacy ViralClear Pharmaceuticals, Inc. (“ViralClear”) and BioSig AI Sciences, Inc. (“BioSig AI”) subsidiaries and does not intend to recommence their operations. Each business permanently ceased to be used and was disposed of by abandonment during the second quarter of 2026. Neither business generated revenue during any period presented, and the subsidiaries held aggregate cash balances of approximately $7 as of September 30, 2026. The Company concluded that the abandonment did not represent a strategic shift that has had or will have a major effect on its operations or financial results and, accordingly, the disposal is not presented as a discontinued operation, and the results of these subsidiaries remain included in continuing operations. No impairment charge was recognized in connection with the abandonment.
NOTE 2 – LIQUIDITY
As
of September 30, 2026, we had working capital of approximately $
During
the nine months ended September 30, 2026, the Company funded its operations in part through financing transactions and asset
monetization activities and eliminated its outstanding convertible debt. In January 2026, the Company completed an underwritten
public offering generating net proceeds of $
| 8 |
As
of September 30, 2026, the Company’s principal sources of liquidity, in addition to cash on hand, include marketable securities
of $
As of September 30, 2026, the Company held approximately 82.30% of the outstanding GLDY Tokens issued by Streamex Ltd., and noncontrolling interest holders held approximately 17.70%. In addition, a single voting management share is held by Streamex Ltd.’s director, which carries governance rights but no material economic interest.
GLDY
is a gold-backed, yield-bearing tokenized security; each token represents, and is backed one-for-one by, one fine troy ounce of
investment-grade gold bullion held with a qualified custodian, and the token is designed to mirror the price of gold one-for-one.
Holders may redeem GLDY directly with the issuer or sell tokens on a permissioned on-chain secondary market or through institutional
liquidity providers on a 24/7 basis. Gold reserves backing outstanding GLDY are subject to periodic independent examination.
Redemptions of GLDY by holders, including the Fund, are settled from the gold held by Streamex Ltd. and reduce the gold held. The
Company may seek to monetize its GLDY interests through secondary-market sales or redemption with an authorized participant. The
timing and amount of proceeds are subject to market liquidity, counterparty availability, and applicable contractual procedures,
including arrangements governing gold deployed in the leasing program. As part of its capital strategy, the Company intends to
monetize portions of this interest through sales to third-party participants to support its liquidity and growth initiatives, as it
did during the nine months ended September 30, 2026. The realization and timing of any such proceeds depend on identifying suitable
counterparties. In early July 2026, the Company disbursed $
We expect to continue incurring operating losses and negative cash flows until our digital infrastructure platform, including Streamex Exchange’s tokenization and GLDY offerings, achieves sustained commercial scale. “GLDY” refers to the Company’s gold-backed digital token, which represents an economic interest in physical gold held to support the token program and is issued through Streamex Ltd. During the nine months ended September 30, 2026, the Company launched GLDY and began generating gold lease income through its tokenized gold platform; however, income recognized to date remains immaterial relative to the Company’s operating costs.
We expect to incur additional costs related to platform development, regulatory compliance, and strategic partnerships as we scale income-generating activities. The timing and extent of future income growth will depend on, among other things, continued investor adoption of GLDY, growth in assets under management, completion of development milestones, regulatory considerations, market conditions, and the successful commercialization of the Streamex Exchange platform and related offerings.
Management evaluated
whether conditions and events, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as
a going concern for the one-year period following the date these unaudited condensed consolidated financial statements are issued,
in accordance with ASC 205-40, Presentation of Financial Statements — Going Concern. In performing this evaluation, management
considered the Company’s recurring operating losses, negative cash flows from operations, existing cash and other available
financial resources, current obligations, and forecasted operating and capital expenditures. The Company’s forecast relies on the redemption of its investments in the Fund. The value of the Class D shares
depends in part on the price of gold, and the Fund may meet redemption requests by redeeming GLDY with Streamex Ltd., which would reduce
the gold held by Streamex Ltd. Based on this evaluation, including the
Company’s cash of $
On
July 1, 2026, the Board of Directors authorized a stock repurchase program permitting the repurchase of up to
On October 7, 2026, the Company received a notice from Nasdaq that it was not in compliance with the $1.00 minimum bid price requirement for continued listing. The Company has until April 5, 2027 to regain compliance. See Note 25, Subsequent Events, for additional information.
| 9 |
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in GAAP financial statements have been condensed or omitted pursuant to such rules and regulations, and these statements should be read in conjunction with the audited consolidated financial statements and notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”). The condensed consolidated balance sheet as of December 31, 2025 was derived from those audited financial statements.
In management’s opinion, these statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the Company’s financial position, results of operations, and cash flows for the periods presented. Preparing financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts; actual results could differ from those estimates. Results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results expected for the year ending December 31, 2026.
Certain prior period amounts have been reclassified to conform to current period presentation. There were no material changes to the Company’s significant accounting policies from those disclosed in the Annual Report, other than as described below.
Basis of Consolidation
The condensed consolidated financial statements include the accounts of Streamex Corp. and its consolidated subsidiaries, including variable interest entities (“VIEs”) for which the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated. Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. See Note 13 — Streamex Ltd. (VIE).
Use of Estimates
The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Changes in circumstances could cause actual results to differ materially from these estimates.
Foreign Currency Translation
The functional currency of the Company’s Canadian subsidiary, ExchangeCo, is the Canadian dollar. Assets and liabilities denominated in Canadian dollars are translated into U.S. dollars at the exchange rate in effect at the balance sheet date, while revenues and expenses are translated at the average exchange rate for the period. Resulting translation adjustments are recorded in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity.
Gold Lease Income
The Company earns an in-kind gold return on gold made available to a third-party leasing program. Because the arrangement is the deployment of the Company’s own gold for a stated return rather than a contract with a customer, it is outside the scope of ASC 606; income is recognized over the lease term using an effective-yield method, with a gold-denominated receivable recorded until settled in kind. See Note 4 — Gold Lease Income.
Marketable Securities
The Company’s marketable securities consist of equity securities and short-term exchange-traded fund investments measured at fair value with changes in fair value recognized in earnings, in accordance with ASC 321, Investments — Equity Securities. Fair value is determined using quoted market prices in active markets (Level 1) (see Note 8 — Marketable Securities).
| 10 |
Investment Measured at Net Asset Value (“NAV”)
The Company’s investments in entities that are investment companies and calculate net asset value per share are measured at fair value using NAV as a practical expedient and are excluded from the fair value hierarchy. See Note 9 — Investment Measured at NAV for more information.
Other Assets — Gold
Gold is recorded at cost, including directly attributable transaction costs, and is classified as a non-current asset. Gold received as in-kind lease yield is added to the gold asset at the fair value of the ounces received on the receipt date. Because the gold backs the Company’s tokenized gold program and is not held for sale in the ordinary course, it is accounted for as a long-lived asset under ASC 360 and tested for impairment when events indicate its carrying amount may not be recoverable; it is not carried at fair value or net realizable value. See Note 10 — Other Assets — Gold.
Digital Assets
The Company’s digital assets consist primarily of USDC, a U.S. dollar–backed stablecoin issued by Circle Internet Financial, LLC that is redeemable one-for-one for U.S. dollars from the issuer’s segregated reserves, and also include immaterial amounts of other crypto assets. Because that redemption right is an enforceable claim on the issuer’s underlying assets, USDC is outside the scope of the crypto-asset fair-value model in ASC 350-60, and because it is a financial asset it is not an indefinite-lived intangible asset. The Company therefore accounts for USDC as a receivable under ASC 310, carried at the amount expected to be realized on redemption or conversion — which approximates both cost and fair value given the one-for-one peg — net of any expected credit loss allowance, which has been de minimis.
The Company does not treat USDC as cash or a cash equivalent, because it is not legal tender, is not issued or insured by a government or bank, and has no fixed maturity; it is presented separately from cash. USDC is classified as a current asset when the Company expects to realize or use it within its normal operating cycle. Stablecoin accounting continues to evolve, including an active FASB project on whether certain stablecoins may qualify as cash equivalents; the Company monitors this project, which is not yet effective, and will reassess its accounting if new guidance is issued. See Note 11 — Digital Assets.
Loan Receivable and Liquidity Support Arrangement
Loans receivable that bear no stated interest are initially recognized at present value using an imputed market rate of interest in accordance with ASC 835-30, Imputation of Interest. The difference between the face amount and the present value is recorded as a discount and accreted to interest income using the effective interest method over the term of the loan. When the discount represents consideration for services to be received from the counterparty, the Company records a corresponding prepaid expense, included in prepaid expenses and other assets, and amortizes it to general and administrative expense on a straight-line basis over the service period. Fixed monthly incentive payments under the related collaboration agreement are expensed as the services are received. The Company measures expected credit losses on loans receivable under ASC 326, Financial Instruments—Credit Losses, based on the counterparty’s credit profile, the unsecured nature of the receivable and the remaining term, and records an allowance for credit losses with a corresponding provision in the unaudited condensed consolidated statements of operations. Loans of GLDY tokens, which are participating shares of Streamex Ltd., a consolidated subsidiary, are eliminated in consolidation and no separate receivable is recognized. See Note 12 — Loan Receivable and Liquidity Support Arrangement.
Leases
The Company determines if an arrangement is a lease at inception in accordance with ASC 842, Leases. The Company’s leases consist of a single operating lease for its corporate office located in Winter Park, Florida. Operating lease right-of-use (“ROU”) assets and current and non-current operating lease liabilities are presented as separate line items in the unaudited condensed consolidated balance sheets. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of future minimum lease payments over the lease term. Operating lease ROU assets also include any lease payments made before commencement and exclude lease incentives. As the Company’s lease does not provide an implicit rate, the Company uses its incremental borrowing rate based on information available at commencement to determine the present value of future payments. Lease terms include options to extend or terminate the lease only when it is reasonably certain that such option will be exercised.
| 11 |
Lease expense is recognized on a straight-line basis over the lease term. The Company has made the accounting policy election to account for short-term leases, including its month-to-month and short-duration office arrangements with terms of 12 months or less, by recognizing the associated lease payments in the unaudited condensed consolidated statements of operations on a straight-line basis over the lease term, without recognizing a right-of-use asset or lease liability for those arrangements. The Company’s real estate lease agreement contains lease and non-lease components, for which the Company has made the accounting policy election to account for such components as a single lease component.
Noncontrolling interests
Noncontrolling interests represent the equity in consolidated subsidiaries and the consolidated variable interest entity not attributable to the Company, measured under the accumulation method. Results are attributed to the noncontrolling interests based on their ownership during the period, using time-weighted percentages when ownership changes during the period.
Concentration of Assets
As
of September 30, 2026, the Company’s consolidated assets totaled $
As
of September 30, 2026, cash was $
The Company evaluates geographic concentrations in accordance with ASC 275, Risks and Uncertainties, and considers potential exposure to economic, regulatory, and currency-related risks. While the Canadian-based assets and the Cayman Islands-based gold holdings represent a significant portion of consolidated assets, they are not currently subject to material operational, legal, or foreign exchange restrictions. Management believes that the Company is not exposed to heightened risk from geographic concentration, given the nature of the assets, the stability of the jurisdictions involved, and the strategic alignment of the Streamex Exchange business and Streamex Ltd. with the Company’s broader operations.
Concentration of Income and Credit Risk
For
the three and nine months ended September 30, 2026, all of the Company’s gold lease income of $
| 12 |
Prepaid Expenses and Other Assets
Prepaid expenses and other assets consisted of the following as of September 30, 2026 and December 31, 2025:
SCHEDULE
OF PREPAID EXPENSES AND OTHER ASSETS
| September 30, 2026 | December 31, 2025 | |||||||
| Common stock issued for services1 | $ | $ | ||||||
| Insurance | ||||||||
| Marketing | - | |||||||
| Other prepaid expenses and other current assets | ||||||||
| Totals | $ | $ | ||||||
| (1) |
Net Income (Loss) Per Common Share
The Company computes earnings (loss) per share in accordance with ASC 260, Earnings Per Share. Basic earnings (loss) per common share is computed by dividing net income (loss) attributable to Streamex Corp.’s common stockholders, after deduction of dividends on the Company’s cumulative convertible preferred stock, whether or not declared, by the weighted-average number of common shares outstanding during the period.
Shares issued by a consolidated subsidiary in connection with the acquisition of Streamex Exchange are exchangeable on a one-for-one basis for shares of the Company’s common stock (the “Exchangeable Shares”) and participate in earnings and dividends on an equivalent basis with the Company’s common stock. Before November 4, 2025, the Exchangeable Shares were subject to stockholder approval and applicable exchange limitations under Nasdaq listing rules and therefore were not included as common shares outstanding in basic earnings (loss) per common share. Upon stockholder approval on November 4, 2025, the exchange limitations were removed, the Exchangeable Shares were reclassified to permanent equity, and the Exchangeable Shares became eligible for inclusion in basic earnings (loss) per common share on a weighted-average basis beginning on that date. Accordingly, the Exchangeable Shares were not included in basic earnings (loss) per common share for the three or nine months ended September 30, 2025. See Note 5 — Business Acquisition and Note 17 — Stockholders’ Equity.
Diluted earnings (loss) per common share gives effect to potentially dilutive securities using the treasury stock method or if-converted method, as applicable. Contingently issuable shares are included only when the applicable conditions have been satisfied as of the end of the reporting period. In periods of net loss, basic and diluted loss per common share are the same because the effect of potential common shares would be antidilutive.
Potential common shares excluded from the computation of diluted net loss per common share because their effect would have been antidilutive or because the applicable issuance conditions had not been satisfied were as follows:
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE
| September 30, 2026 | September 30, 2025 | |||||||
| Series C convertible preferred stock | ||||||||
| Options to purchase common stock | ||||||||
| Performance-based restricted stock units | - | |||||||
| Warrants to purchase common stock | ||||||||
| Restricted stock units to acquire common stock | ||||||||
| Exchangeable Shares subject to stockholder approval | - | |||||||
| Totals | ||||||||
The Exchangeable Shares outstanding as of September 30, 2025 were excluded because the issuance of the Company’s common stock upon exchange remained subject to stockholder approval and applicable exchange limitations. Stockholder approval was obtained on November 4, 2025, after which the Exchangeable Shares became eligible for inclusion in basic earnings (loss) per common share on a weighted-average basis. See Note 5 — Business Acquisition.
| 13 |
Recently adopted accounting pronouncements
In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This standard provides all entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025 and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2025-05 in 2026 and the adoption had no material impact on our unaudited condensed consolidated financial statements.
Recently issued accounting pronouncements not yet adopted
In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses” (“ASU 2024-03”). ASU 2024-03 requires disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about an entity’s expenses. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement and disclosures about selling expenses. As amended by ASU 2025-01, ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company has not early adopted ASU 2024-03 and is currently evaluating its effect on the Company’s unaudited condensed consolidated financial statements.
In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which provides clarifying guidance on determining the accounting acquirer in certain transactions involving VIEs. The update aims to improve consistency and comparability in financial reporting. The guidance will be effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods. Early adoption is permitted. Upon adoption, the guidance will be applied prospectively. The Company is currently evaluating the provisions of the amendments and the impact on its future financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, to modernize the accounting guidance for internal-use software costs. The standard removes all references to software development project stages and instead requires capitalization when (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-06.
NOTE 4 – GOLD LEASE INCOME
The Company earns gold lease income on gold made available to a third-party leasing program. Because the arrangement represents the deployment of the Company’s gold for a stated in-kind return rather than a contract with a customer, the income is not within the scope of ASC 606; it is recognized over the term of each accepted lease using an effective-yield method. Yield is earned in ounces and accrues daily on a simple, non-compounding basis at the contractual annual lease rate applied to the ounces on lease, with settlement in kind on a monthly cycle. Ounces earned each day are translated into U.S. dollars at that day’s LBMA Gold Price PM (USD) fix, which affects only the U.S. dollar measurement of those ounces and not the rate at which yield accrues. The Company recognizes income only while recovery of the in-kind consideration on an accepted lease is considered probable.
Gold lease income comprises two gold-denominated components earned on the same gold made available to the leasing program: an in-kind lease yield earned on gold deployed into accepted leases, and a contractual revenue share representing a tiered percentage of gold under management that is payable by the program agent and settled in gold. The program agent is engaged to source and manage leases on the Company’s behalf rather than to obtain an output of the Company’s ordinary activities and is therefore not a customer; both components are accordingly recognized as gold lease income on the effective-yield basis described above and are measured on the same daily basis.
| 14 |
The following table disaggregates gold lease income:
SCHEDULE OF DISAGGREGATION OF GOLD LEASE INCOME
| Three Months Ended | Nine Months Ended | |||||||
| September 30, 2026 | September 30, 2026 | |||||||
| In-kind lease yield | $ | $ | ||||||
| Contractual revenue share | ||||||||
| Total gold lease income | $ | $ | ||||||
Amounts may not sum due to rounding.
Approximately
$
The following table presents the gold-denominated receivable for accrued but unsettled gold lease income:
SCHEDULE OF GOLD DENOMINATED RECEIVABLE
| September 30, 2026 | December 31, 2025 | |||||||
| Accrued in-kind lease yield | $ | $ | - | |||||
| Accrued contractual revenue share | - | |||||||
| Total gold-denominated receivable | $ | $ | - | |||||
The
$
Upon in-kind receipt of gold, the difference between the settlement-date fair value of the gold received and the amount previously recognized on those ounces is presented within other income (expense), net, as a loss on settlement of gold-settled revenue, and the gold received is carried at historical cost under ASC 360. The Company recognized the following:
SCHEDULE OF GOLD SETTLED REVENUE AND THE GOLD RECEIVED
| Three Months Ended | Nine Months Ended | |||||||
| September 30, 2026 | September 30, 2026 | |||||||
| Gold-price differential on in-kind settlement | $ | - | $ | ( | ) | |||
All of the Company’s gold lease income is earned through a single third-party leasing program administered by one counterparty, with which the Company contracts directly. The counterparty does not guarantee payment, and the Company is ultimately dependent on collection from a small number of underlying lessees; accordingly, the Company is exposed to a concentration of credit risk with respect to both the counterparty and those underlying lessees.
NOTE 5 – BUSINESS ACQUISITION
Streamex Exchange Corporation
Transaction Overview
On
| 15 |
The acquisition was effected pursuant to the Share Purchase Agreement dated May 23, 2025, as amended on May 27, 2025, by and among the Company, its wholly-owned subsidiaries ExchangeCo and Callco, the Streamex Exchange Shareholders, and 1540873 B.C. Ltd., as trustee under the Exchange Rights Agreement.
Under
the terms of the Share Purchase Agreement, ExchangeCo acquired all of the issued and outstanding shares of Streamex Exchange (the “Purchased
Shares”) in exchange for
The purpose of the Acquisition was to enter the digital commodity trading and blockchain-based financial infrastructure market by acquiring an established operating platform, rather than developing comparable technology internally, and to obtain the assembled workforce, intellectual property, and regulatory capabilities of Streamex Exchange. Prior to the Acquisition, the Company did not operate a digital asset tokenization or commodity trading platform, and Streamex Exchange’s business represented a new line of business for the Company.
In connection with the transaction, the Company evaluated the accounting under ASC 805, Business Combinations, and ASC 810, Consolidation. The Company concluded the acquired set met the definition of a business. In making this determination, the Company considered the concentration test in ASC 805 and determined that substantially all of the fair value of the gross assets acquired was not concentrated in a single identifiable asset or group of similar identifiable assets. The Company also evaluated whether the acquiree is a VIE and concluded Streamex Exchange is a VIE because, among other factors, it lacked sufficient equity at risk to finance its activities without additional subordinated financial support and the equity holders, as a group, did not have substantive power to direct the activities that most significantly impact economic performance at the acquisition date.
The Company concluded it is the primary beneficiary because it has both (i) the power to direct the activities that most significantly impact Streamex Exchange’s economic performance through governance rights in place at closing and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant. Accordingly, the transaction is accounted for as a business combination with the Company as the accounting acquirer, and Streamex Exchange has been consolidated in the Company’s financial statements from the acquisition date.
Stockholder Approval and Contingent Features
Initially, the Exchangeable Shares were not exchangeable into more than 19.99% of the Company’s outstanding common stock on a pre-transaction basis, in accordance with Nasdaq listing rules. Following the closing, the Company sought stockholder approval for certain matters related to the transaction, including the issuance of shares of common stock exchangeable for Exchangeable Shares, the issuance of shares underlying the Convertible Debentures, increases to the authorized share count and the 2023 Long-Term Incentive Plan, and amendments to the Company’s Amended and Restated Certificate of Incorporation. At the special meeting of stockholders held on September 5, 2025, all proposals except the issuance of shares exchangeable for Exchangeable Shares (Proposal A) were approved. Proposal A was subsequently approved on November 4, 2025.
Following
stockholder approval of Proposal A on November 4, 2025, and subject to the terms of the Exchange Rights Agreement, the holders of Exchangeable
Shares are entitled to exchange such shares for an aggregate of
Consideration Transferred
The
fair value of the consideration transferred was $
| 16 |
On November 4, 2025, the Company received stockholder approval for the issuance of shares of common stock exchangeable for Exchangeable Shares and one share of Special Voting Preferred Stock in connection with the Share Purchase Agreement. As a result, the conversion cap was removed, and Streamex Exchange shareholders became able to convert their Exchangeable Shares into the Company’s common stock. Concurrently, the derivative liability associated with the Exchangeable Shares was reclassified to permanent equity. No derivative liability related to the Exchangeable Shares remained outstanding as of September 30, 2026 or December 31, 2025. Although the Exchangeable Shares were reclassified to permanent equity upon stockholder approval on November 4, 2025, the consideration transferred for purposes of the acquisition date purchase price allocation reflects the fair value of the Exchangeable Shares as of May 28, 2025.
In
connection with the acquisition of Streamex Exchange, the Company incurred total acquisition-related costs of $
Purchase Price Allocation
The Company applied the acquisition method of accounting in accordance with ASC 805 and recognized assets acquired and liabilities assumed at their estimated fair value as of the date of acquisition, with the excess purchase consideration recorded to goodwill. The Company completed its assessment of the fair values of the assets acquired and liabilities assumed during the three months ended March 31, 2026, and the measurement period has since closed. No measurement period adjustments were recorded during the nine months ended September 30, 2026.
The Acquisition was recorded as a business combination based on a valuation of assets acquired and liabilities assumed at their acquisition date fair values using unobservable inputs that are supported by little or no market activity and are significant to their fair value of the assets and liabilities (“Level 3” inputs). Goodwill represents the excess of the purchase price consideration over the valuation of the net assets acquired.
The final allocation of the purchase consideration is as follows:
SCHEDULE OF TANGIBLE AND IDENTIFIABLE INTANGIBLE ASSETS ACQUIRED AND LIABILITIES ASSUMED
| Amount Recognized as of the Acquisition Date | ||||
| Assets acquired | ||||
| Cash | $ | |||
| Due from related party | ||||
| Sales tax receivable | ||||
| Prepaid expenses | ||||
| Trade name | ||||
| Developed technology | ||||
| Legal and compliance framework | ||||
| Goodwill | ||||
| Total assets acquired | $ | |||
| Liabilities assumed | ||||
| Accounts payable and accrued expenses | $ | ( | ) | |
| Deferred tax liability | ( | ) | ||
| Total liabilities assumed | $ | ( | ) | |
| Net assets acquired | $ | |||
| 17 |
Deferred tax liability
In
connection with the acquisition of Streamex Exchange, the transaction was structured as a stock acquisition for both U.S. and Canadian
tax purposes. No election was made under IRC §338(g); therefore, no step-up in the tax basis of the acquired assets was obtained
in either jurisdiction. The purchase price allocation created taxable temporary differences related to identifiable intangible assets,
resulting in a deferred tax liability of approximately $
Intangible Assets
The Company identified the following finite-lived intangible assets:
| ● | Trade
Name: Valued at $ | |
| ● | Developed Technology | |
| Comprised
of two distinct components, both valued using the multi-period excess earnings method (MPEEM) and amortized over |
| ● | Securitization
Platform: Valued at $ | |
| ● | Blockchain
Integration: Valued at $ |
| ● | Legal
and Compliance Framework: Valued at $ |
Goodwill
Goodwill
of $
NOTE 6 – GOODWILL AND INTANGIBLE ASSETS
Goodwill
The following table shows the changes in the carrying amount of goodwill for the period:
SCHEDULE OF CARRYING AMOUNT OF GOODWILL
| Goodwill as of December 31, 2025 (1) | $ | |||
| Foreign currency translation adjustment | ( | ) | ||
| Goodwill as of September 30, 2026 | $ |
| 1) |
| 18 |
During the three months ended September 30, 2026, the sustained decline in the Company’s share price required an interim assessment of goodwill in accordance with ASC 350, Intangibles — Goodwill and Other. Management performed a qualitative assessment as of September 30, 2026 that considered, among other factors, the Company’s share price and market capitalization relative to its carrying value, operating performance, liquidity and financial position, and other company-specific and market factors. The market value of the Company’s common stock and Exchangeable Shares, together with the noncontrolling interest, was approximately 10.6% below the carrying amount of the Company’s single reporting unit, and this shortfall and current-period losses were considered significant adverse evidence. Based on the totality of the factors considered, management concluded that it was not more likely than not that the fair value of the reporting unit was less than its carrying amount and, therefore, a quantitative goodwill impairment test was not required. Accordingly, there was no goodwill impairment recognized in the three and nine months ended September 30, 2026. The Company will perform its annual goodwill impairment assessment as of December 31, 2026.
Intangible Assets
Intangible assets consist of trade name, developed technology, legal and compliance framework, and patents, and are initially recorded at fair value. Long-lived intangible assets are amortized over their estimated useful lives in a method reflecting the pattern in which the economic benefits are consumed or amortized on a straight-line basis if such pattern cannot be reliably determined. The Company evaluates its finite-lived intangible assets for impairment under the held-and-used impairment model whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. During the three and nine months ended September 30, 2026, the Company evaluated whether events or changes in circumstances indicated that the carrying amount of its intangible asset group may not be recoverable, including the Company’s operating losses, the extent and manner of use of the acquired platform assets, changes in the business and regulatory climate applicable to tokenized products, and market conditions. Management considered the operating losses incurred since GLDY, the platform’s first product, launched on February 25, 2026; because the platform had been in commercial use for approximately seven months, management concluded that those losses did not represent a history of operating or cash flow losses associated with the use of the asset group. Based on the totality of that assessment, management concluded that no impairment indicators were present as of September 30, 2026, a recoverability test was not required, and no impairment charge was recorded for the three and nine months ended September 30, 2026 or 2025.
The following summarizes the Company’s intangible assets as of September 30, 2026 and December 31, 2025:
SCHEDULE OF INTANGIBLE ASSETS
| September 30, 2026 | December 31, 2025 | |||||||
| Trade name (1) | $ | $ | ||||||
| Developed technology (1) | ||||||||
| Legal and compliance framework (1) | ||||||||
| Patents | ||||||||
| Total | ||||||||
| Foreign currency translation adjustment | ( | ) | ||||||
| Total accumulated amortization | ( | ) | ( | ) | ||||
| Intangible assets, net | $ | $ | ||||||
| 1) |
Amortization
expense for intangible assets was $
Expected future amortization expense of intangible assets as of September 30, 2026, is as follows:
SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS
| Remainder 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total | $ | |||
| 19 |
NOTE 7 – PROPERTY AND EQUIPMENT
Property and equipment as of September 30, 2026, and December 31, 2025 is summarized as follows:
SCHEDULE OF PROPERTY AND EQUIPMENT
| September 30, 2026 | December 31, 2025 | |||||||
| Computer equipment | $ | $ | ||||||
| Furniture and fixtures | ||||||||
| Testing/Demo equipment | ||||||||
| Leasehold improvements | ||||||||
| Total | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
As
of September 30, 2026, the Company evaluated whether any events or changes in circumstances indicated that the carrying amounts of its
property and equipment may not be recoverable. Based on this assessment, no impairment indicators were identified and
Depreciation
expense was $
NOTE 8 – MARKETABLE SECURITIES
Exchange-Traded Funds
The Company’s marketable securities consist of shares of exchange-traded funds that invest primarily in short-term U.S. Treasury securities and investment-grade corporate debt instruments. Because the Company holds equity interests in the exchange-traded funds rather than the underlying debt securities directly, the investments are accounted for as equity securities under ASC 321, Investments — Equity Securities, rather than as debt securities under ASC 320, Investments — Debt Securities. See Note 15 — Fair Value Measurements.
At
September 30, 2026, the Company’s marketable securities consisted of an exchange-traded fund portfolio with a cost basis of approximately
$
The Company recognized net realized losses of approximately
$
At December 31, 2025, the Company’s marketable securities consisted of its investment in Empress Royalty Corp., which was sold in full during the first quarter of 2026.
Empress Royalty Corp.
In
December 2025, the Company acquired approximately
| 20 |
In
January 2026, the Company sold its entire investment in Empress for gross proceeds of approximately $
NOTE 9 – INVESTMENT MEASURED AT NAV
On
May 26, 2026, the Company funded a subscription for
The Company’s interests in the Fund are passive, noncontrolling investments that the Company does not consolidate and does not account for under the equity method. The investments are valued using the Fund’s reported NAV per share as a practical expedient under ASC 820. Such investments are excluded from the fair value hierarchy, and changes in NAV are recognized in earnings.
The following table summarizes activity in the investment:
SCHEDULE OF INVESTMENT ACTIVITY
| Initial subscription, May 26, 2026 | $ | |||
| Additional investment, September 3, 2026 | ||||
| Unrealized loss for the period | ( | ) | ||
| Carrying amount, September 30, 2026 | $ | |||
For
the three and nine months ended September 30, 2026, the Company recognized net unrealized losses of approximately $
The three-month lock-up applicable to the Class A-1 shares expired on August
26, 2026, and the Class A-1 shares are redeemable thereafter on the last business day of each calendar quarter upon 15 calendar days’
prior written notice. Under the signed Class D side letter, the Class D-1 shares are not subject to a lock-up, redemption gate or redemption
fee and are redeemable upon 30 calendar days’ prior written notice. On October 23, 2026, the Company executed a side letter that
applies to all of its investments in the Fund and permits redemption on any business day, with up to $
The
Fund is also a holder of GLDY tokens, which represent noncontrolling ownership interests in the Company’s consolidated subsidiary,
Streamex Ltd. During the second quarter of 2026, the Fund purchased GLDY tokens for consideration of approximately $
| 21 |
NOTE 10 – OTHER ASSETS — GOLD
Gold Held at Cost — Streamex Ltd. (VIE)
The Company, through Streamex Ltd., its consolidated variable interest entity, holds physical gold bullion to support the GLDY token program and related leasing activities. The gold is classified as “Other assets held at cost — gold” within non-current assets on the unaudited condensed consolidated balance sheet. The Company classifies the gold as non-current because, as of September 30, 2026, it did not expect to liquidate the gold within the next twelve months. Redemptions of GLDY by holders are settled from this gold. See Note 2 — Liquidity and Note 25 — Subsequent Events. Cost is determined on a specific identification basis, and ongoing storage, insurance, and custody costs are expensed as incurred (see Note 13 — Streamex Ltd. (VIE)).
During
the nine months ended September 30, 2026, the gold held at cost was composed of approximately $
Because the market value of the gold held by Streamex Ltd. was below its carrying amount at both June 30, 2026 and
September 30, 2026, management treated the decline as an event indicating that the carrying amount may not be recoverable and performed
a recoverability test under ASC 360-10-35-17 as of September 30, 2026. As of September 30, 2026, the market value of the gold was approximately
$
Legacy Gold Bullion — Sold February 2026
At
December 31, 2025, the Company held LBMA Good Delivery gold bullion in secure third-party custody, of which approximately $
In
February 2026, the Company transferred $
NOTE 11 – DIGITAL ASSETS
As
of September 30, 2026, the Company held digital assets with an aggregate carrying amount of approximately $
The
Company accounts for crypto assets within the scope of ASC 350-60 at fair value, with changes in fair value recognized in earnings. USDC
is accounted for as a receivable under ASC 310 and carried at the amount expected to be realized upon redemption or conversion, net of
any expected credit loss allowance. As of September 30, 2026, the carrying amount of USDC approximated its one-for-one redemption value,
and
| 22 |
For
the three and nine months ended September 30, 2026, the Company recognized approximately $
The Company holds all digital assets for its own account. Substantially all digital assets are maintained with third-party custodians, including Anchorage Digital Bank, N.A. The Company does not safeguard crypto assets for platform users, GLDY token holders, or other third parties and, accordingly, pursuant to SEC Staff Accounting Bulletin No. 122, has not recognized a safeguarding asset or corresponding liability.
NOTE 12 – LOAN RECEIVABLE AND LIQUIDITY SUPPORT ARRANGEMENT
On
May 14, 2026, the Company entered into a loan agreement (the “Loan Agreement”) and a collaboration agreement (the
“Collaboration Agreement”) with the Liquidity Provider to support secondary-market liquidity for GLDY.
Because
the loan bears no stated interest, the Company recognized the USDC receivable at its present value of approximately $
As
of September 30, 2026, the gross loan receivable was approximately $
Under
the Collaboration Agreement, the Company pays the Liquidity Provider a monthly incentive of $
Other Receivable. On August 3, 2026, GLDY ServiceCo,
LLC, a consolidated subsidiary of the Company, entered into a loan agreement with Cask Foundation (formerly Auriferous Foundation), and
on September 11, 2026 it lent $
| 23 |
NOTE 13 – STREAMEX LTD. (VIE)
Overview
Streamex Ltd. is a special-purpose entity organized in the Cayman Islands and formed to purchase and hold physical gold and to issue digital GLDY tokens designed to provide tokenholders exposure to gold and gold-denominated leasing returns. Streamex Ltd. may also lease its gold holdings to generate gold-denominated yield. The Company is involved with Streamex Ltd. through its governance rights and through its economic interest in GLDY tokens. Streamex Ltd. pays servicing fees to GLDY ServiceCo, LLC under the applicable servicing arrangement; because the servicer is a consolidated subsidiary, these fees and related intercompany balances are eliminated in consolidation.
Variable Interest Entity Consideration
The Company evaluated Streamex Ltd. under the VIE model in ASC 810, Consolidation. A legal entity is a VIE if, among other conditions, the holders of the equity investment at risk, as a group, lack the power, through voting rights or similar rights, to direct the activities that most significantly impact the entity’s economic performance. Streamex Ltd. is considered a VIE because the holders of GLDY tokens, which represent non-voting participating equity interests, lack substantive voting rights and do not have the power to direct the activities that most significantly impact Streamex Ltd.’s economic performance. Voting control resides with the single voting management share, which controls shareholder-level decisions including the appointment and removal of directors, and day-to-day operating authority has been delegated to GLDY ServiceCo, LLC, a consolidated subsidiary of the Company, pursuant to a services agreement.
Primary Beneficiary Conclusion and Consolidation
The Company concluded it is the primary beneficiary of Streamex Ltd. and is required to consolidate it. Under ASC 810-10-25-38, a reporting entity is the primary beneficiary of a VIE only if it has both (i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company concluded both criteria continue to be met as of September 30, 2026 because it directs Streamex Ltd.’s economic performance through its control of the VIE’s governance structure and the servicer arrangement, and has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE through its economic interest in the GLDY tokens.
As
of September 30, 2026,
Carrying Amounts of Assets and Liabilities of Consolidated VIE
Streamex Ltd. assets and liabilities included in the unaudited condensed consolidated balance sheet as of September 30, 2026:
SCHEDULE OF VARIABLE INTEREST ENTITY ASSETS AND LIABILITIES
| Assets | ||||
| Other assets held at cost – gold | $ | |||
| Cash | ||||
| Digital assets | - | |||
| Gold-denominated receivable | ||||
| Prepaids | ||||
| Total assets | $ | |||
| Liabilities | ||||
| Accounts payable and accrued expenses | $ | |||
| Total liabilities | $ |
| 24 |
During
the three and nine months ended September 30, 2026, Streamex Ltd. recognized gold lease yield revenue and incurred operating
expenses. Net income (loss) attributable to Streamex Ltd. was approximately $
Change in Ownership Interest
On
June 3, 2026, Metalayer Digital Fund I subscribed for GLDY tokens issued by Streamex Ltd. The Company received proceeds of
approximately $
During
the three months ended September 30, 2026, noncontrolling interest holders contributed approximately $
Lack of Recourse / Restrictions
The assets of Streamex Ltd. are generally not available to satisfy the obligations of the Company or its other subsidiaries, and the creditors and tokenholders of Streamex Ltd. generally do not have recourse to the general credit of the Company beyond the assets of Streamex Ltd., except to the limited extent of intercompany balances eliminated in consolidation. The liabilities recognized as a result of consolidating Streamex Ltd. do not represent additional claims on the Company’s general assets.
Maximum Exposure to Loss / Financial Support
The
Company’s maximum exposure to loss associated with its involvement with Streamex Ltd. as of September 30, 2026 is limited to the
carrying amount of its approximately
Noncontrolling Interest
As
of September 30, 2026, noncontrolling interests in Streamex Ltd. consisted of the single voting management share, which carries governance
rights but no material economic interest, and GLDY tokens held by external tokenholders. In aggregate, noncontrolling tokenholders held
approximately
| 25 |
Ongoing Assessment
The Company reassesses its primary beneficiary conclusion on an ongoing basis in accordance with ASC 810 whenever changes in facts and circumstances occur that could affect whether either criterion under ASC 810 continues to be met, including changes in GLDY token ownership, modifications of governing documents or fee arrangements, changes in ownership of the management share, or replacement of the affiliated servicer by an unrelated party. As of September 30, 2026, no changes in facts or circumstances have occurred that would alter the Company’s conclusion.
NOTE 14 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses as of the reporting dates, consist of the following:
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSE
| September 30, 2026 | December 31, 2025 | |||||||
| Accrued accounting and legal | $ | $ | ||||||
| Accrued consulting | ||||||||
| Accrued interest | - | |||||||
| Accrued office and other | ||||||||
| Accrued insurance premium financing | ||||||||
| Accrued payroll | ||||||||
| Other accrued expenses | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
NOTE 15 – FAIR VALUE MEASUREMENTS
The Company applies ASC 820, Fair Value Measurement, which establishes a three-level hierarchy based on the observability of valuation inputs: Level 1 — quoted prices in active markets for identical assets or liabilities; Level 2 — observable inputs other than Level 1 quoted prices; Level 3 — unobservable inputs.
Recurring Fair Value Measurements
The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis, by level within the fair value hierarchy:
SCHEDULE OF RECURRING BASIS FAIR VALUE MEASUREMENTS
| Description | Level | September 30, 2026 | December 31, 2025 | |||||||||
| Marketable securities | 1 | $ | $ | |||||||||
| Embedded derivative liabilities – Yorkville Debentures | 3 | $ | - | $ | ||||||||
| Investment measured at NAV as a practical expedient | N/A | $ | $ | - | ||||||||
Marketable securities are valued using unadjusted quoted prices in active markets (Level 1). Empress Royalty Corp. was valued using quoted prices on the TSX Venture Exchange, its principal market, translated to U.S. dollars at the spot exchange rate. Exchange-traded funds holding short-term U.S. Treasury and investment-grade corporate debt instruments were valued using quoted prices in active markets. See Note 8 — Marketable Securities. There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the three or nine months ended September 30, 2026.
Financial instruments not measured at fair value on
a recurring basis include the USDC loan receivable from the Liquidity Provider, which is carried at amortized cost. As of September 30,
2026, the fair value of the loan receivable, a Level 3 measurement, approximated its net carrying amount of $
| 26 |
Embedded Derivative Liability — Settled Convertible Debentures
The embedded conversion options in the Company’s secured convertible debentures were bifurcated as derivative liabilities under ASC 815 and measured at fair value on a recurring basis using significant unobservable inputs (Level 3). The debentures and the related derivative were fully settled on February 6, 2026. See Note 23 — Convertible Debentures and Related Derivative Instruments.
SCHEDULE OF UNOBSERVABLE INPUT
| 2/6/2026 | 12/31/2025 | |||||||
| Unobservable / key assumption | Remeasurement | Remeasurement | ||||||
| Common stock price | $ | $ | ||||||
| Indicated conversion price | $ | $ | ||||||
| Floor price | $ | $ | ||||||
| Prepayment probability | % | % | ||||||
| Prepayment premium | % | % | ||||||
| Registration probability | % | % | ||||||
Fair value was most sensitive to the Company’s stock price, expected volatility, and prepayment timing/probability assumptions; increases in stock price or volatility would generally increase fair value, while a higher prepayment probability would generally decrease it. Given the path-dependent valuation, quantitative sensitivity analysis is not presented.
The following table presents the rollforward of the embedded derivative liability for the nine months ended September 30, 2026:
SCHEDULE OF FAIR VALUE MEASUREMENTS EMBEDDED DERIVATIVE LIABILITY
| Amount | ||||
| Balance as of December 31, 2025 | $ | |||
| Change in fair value | ( | ) | ||
| Settlements | ( | ) | ||
| Balance as of September 30, 2026 | $ | - | ||
The
$
NOTE 16 – LEASES
The
Company leases office space at 165 Lincoln Ave, 2nd Floor, Winter Park, Florida, under a non-cancelable operating lease that commenced
in June 2026 with a term of approximately five years, expiring May 31, 2031. The lease contains a five-year renewal option that the Company
is not reasonably certain to exercise; accordingly, the renewal period is excluded from the lease term. The lease also includes a one-time
early termination option effective 24 months after commencement, exercisable upon at least three months’ prior written notice and
payment of a termination fee equal to five months of then-current base rent plus any unamortized broker commissions. The Company is not
reasonably certain to exercise this option; accordingly, it is excluded from the lease term. The Company recognized a right-of-use asset
and corresponding lease liability based on the present value of the remaining lease payments, discounted using the Company’s incremental
borrowing rate of
| 27 |
The following table presents the components of lease cost for the periods indicated:
SCHEDULE OF LEASE COST
| Classification | 2026 | 2025 | 2026 | 2025 | ||||||||||||||
| Expense | For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||
| Classification | 2026 | 2025 | 2026 | 2025 | ||||||||||||||
| Operating lease cost | General and administrative | $ | $ | - | $ | $ | - | |||||||||||
| Short-term lease cost | General and administrative | |||||||||||||||||
| Total lease cost | $ | $ | $ | $ | ||||||||||||||
The following table presents the classification of the Company’s right-of-use asset and operating lease liabilities in the unaudited condensed consolidated balance sheets:
SCHEDULE OF RIGHT-OF-USE ASSET AND OPERATING LEASE LIABILITIES
| As of | As of | |||||||||
| September 30, 2026 | December 31, 2025 | |||||||||
| Assets: | ||||||||||
| Total non-current lease assets | Right-of-use asset | $ | $ | - | ||||||
| Liabilities: | ||||||||||
| Current | Operating lease liability, current | $ | $ | - | ||||||
| Non-current | Operating lease liability, non-current | - | ||||||||
| Total operating lease liabilities | $ | $ | - | |||||||
The
weighted-average remaining lease term and weighted-average discount rate for the Company’s operating lease as of September 30,
2026 were
The following table presents the maturities of the Company’s operating lease liabilities as of September 30, 2026:
SCHEDULE OF MATURITIES OPERATING LEASE LIABILITIES
| Fiscal Year | Amount | |||
| Remainder of 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Undiscounted cash flows | ||||
| Less: imputed interest | ( | ) | ||
| Present value of lease liabilities | $ | |||
Supplemental
cash flow information related to the Company’s operating lease was as follows: cash paid for amounts included in the measurement
of the operating lease liability was approximately $
Variable
lease cost, consisting of the Company’s pro rata share of the property’s electricity costs billed as additional rent, was
less than $
| 28 |
NOTE 17 – STOCKHOLDERS’ EQUITY
Preferred stock
The
Company is authorized to issue
Special Voting Preferred Stock
In
connection with the issuance of Exchangeable Shares, the Company designated one share of Special Voting Preferred Stock, par value $
The
Special Voting Preferred Stock was issued to a trustee and does not have any economic rights, including rights to dividends or participation
in liquidation, other than a nominal liquidation preference of $
The sole purpose of the Special Voting Preferred Stock is to provide voting rights to holders of Exchangeable Shares on an equivalent basis with holders of the Company’s common stock. The holder of the Special Voting Preferred Stock is entitled to cast a number of votes equal to the aggregate number of votes that the holders of Exchangeable Shares would be entitled to cast if such Exchangeable Shares were exchanged for shares of the Company’s common stock, in accordance with the Exchange Rights Agreement.
The voting rights associated with the Special Voting Preferred Stock terminate automatically upon the exchange or cancellation of all outstanding Exchangeable Shares, at which time the Special Voting Preferred Stock is automatically cancelled for no consideration.
Series C Preferred Stock
Series
C Preferred Stock (“Series C”) issued and outstanding totaled
Each
share of Series C is convertible at the holder’s option into shares of common stock at a conversion price of $
Common stock
The
Company is authorized to issue
| 29 |
Exchangeable Shares
As
of September 30, 2026 and December 31, 2025, the Company had
Sale of Common Stock.
On
January 22, 2026, the Company entered into an underwriting agreement with Needham & Company, LLC, as representative of the several
underwriters, in connection with an underwritten public offering of the Company’s common stock. The Company issued
Common Stock Cancelled
In
May 2026, the Company rescinded a previously approved equity compensation arrangement with the Company’s General Counsel covering
Equity Line of Credit
As
of September 30, 2026, the Company had approximately $
Stock Repurchase Program
On July 1, 2026, the Board of Directors authorized
a stock repurchase program permitting the repurchase of up to
NOTE 18 – OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS
Streamex Corp.
2023 Long-Term Incentive Plan
Stockholders
approved the Third Amendment to the Company’s 2023 Long-Term Incentive Plan (the “Incentive Plan Amendment”) on September
5, 2025, increasing the total number of shares authorized for issuance under the plan by
As
of September 30, 2026, there were
Options
Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from historical stock prices of the Company. The Company accounts for the expected life of options based on the contractual life of options for non-employees. For employees, the Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options.
| 30 |
The following table presents information related to stock options as of September 30, 2026:
SCHEDULE OF EXERCISE PRICE OF STOCK OPTIONS
| Options Outstanding | Options Exercisable | |||||||||||||
| Exercise | Number of | Weighted Average Remaining Life | Exercisable Number of | |||||||||||
| Price | Options | In Years | Options | |||||||||||
| $ | Under | |||||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
A summary of the stock option activity and related information for the Plan for the nine months ended September 30, 2026 is as follows:
SCHEDULE OF STOCK OPTION ACTIVITY
| Shares | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||||
| Outstanding at January 1, 2026 | $ | $ | ||||||||||||||
| Issued | $ | |||||||||||||||
| Forfeited/expired | ( | ) | $ | |||||||||||||
| Outstanding at September 30, 2026 | $ | $ | ||||||||||||||
| Exercisable at September 30, 2026 | $ | $ | ||||||||||||||
The
aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on options with an exercise price
less than the stock price of the Company of $
During
the nine months ended September 30, 2026, the Company granted an aggregate of
Stock-based
compensation expense related to stock options was $
In connection with the Company’s May 2025 acquisition of Streamex Exchange, all previously granted equity awards held by the Company’s former Chief Executive Officer and Chairman were accelerated and became fully vested and nonforfeitable as of May 28, 2025, with the post-resignation exercise period extended to the later of the original expiration date or 36 months following the transaction closing. The incremental compensation cost resulting from the modification was recognized in full during the year ended December 31, 2025. No compensation cost related to this modification was recognized during the three or nine months ended September 30, 2026 or 2025, and no unrecognized compensation cost related to these awards remained as of September 30, 2026.
The fair value of options granted during the nine months ended September 30, 2026 was estimated using the Black-Scholes option pricing model with the following assumptions:
SCHEDULE OF OPTIONS GRANTED ASSUMPTIONS USING BLACK-SCHOLES OPTION
| Assumption | Value | |||
| Weighted average grant date fair value | $ | |||
| Expected volatility | % | |||
| Risk-free interest rate | % | |||
| Expected dividend yield | % | |||
| Expected Term (in years) | ||||
| 31 |
Warrants
The following table summarizes information with respect to outstanding warrants to purchase common stock of Streamex Corp. as of September 30, 2026:
SCHEDULE OF INFORMATION RELATED TO WARRANTS
| Exercise Price | Number of Warrants | Expiration Date | ||||||
| $ | ||||||||
During
the nine months ended September 30, 2026, the Company issued
A summary of the warrant activity for nine months ended September 30, 2026 is as follows:
SCHEDULE OF WARRANT ACTIVITY
| Shares | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||||
| Outstanding at January 1, 2026 | $ | $ | ||||||||||||||
| Issued | - | - | - | |||||||||||||
| Forfeited/expired | ( | ) | - | - | ||||||||||||
| Exercised | ( | ) | - | - | ||||||||||||
| Outstanding at September 30, 2026 | $ | $ | ||||||||||||||
| Vested and expected to vest at September 30, 2026 | $ | $ | ||||||||||||||
| Exercisable at September 30, 2026 | $ | $ | ||||||||||||||
The
aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on warrants with an exercise price
less than the company’s stock price of $
| 32 |
Restricted Stock Units
The following table summarizes the restricted stock activity for the nine months ended September 30, 2026:
SCHEDULE OF RESTRICTED STOCK ACTIVITY
| Number of Shares | Weighted- Average Grant Date Fair Value Per Share | |||||||
| Restricted shares issued as of January 1, 2026 | $ | |||||||
| Granted | $ | |||||||
| Vested and issued | ( | ) | $ | |||||
| Forfeited | ( | ) | $ | |||||
| Total | $ | |||||||
| Comprised of: | ||||||||
| Vested restricted shares as of September 30, 2026 | - | $ | - | |||||
| Unvested restricted shares as of September 30, 2026 | $ | |||||||
Stock-based
compensation expense related to RSU grants was $
The following table summarizes the terms of individual RSU grants issued during the nine months ended September 30, 2026 that were subject to vesting conditions extending beyond the grant date:
SCHEDULE OF RESTRICTED STOCK UNITS GRANTS
| Grant Date | Recipient | RSUs Granted | Vesting Terms | GDFV1 | ||||||||
| 1/8/2026 | Chief Executive Officer | |||||||||||
| 1/27/2026 | Third-party consultant | |||||||||||
| 3/3/2026 | Third-party consultant | |||||||||||
| 3/16/2026 | Third-party consultant | |||||||||||
| 3/16/2026 | Chief Financial Officer | |||||||||||
| 4/27/2026 | Employee | |||||||||||
| 4/27/2026 | Third-party consultant | |||||||||||
| 4/27/2026 | Third-party consultant | |||||||||||
| 4/28/2026 | Chief Investment Officer | |||||||||||
| 5/25/2026 | Employee | |||||||||||
| 7/1/2026 | Controller | |||||||||||
| 8/24/2026 | Senior Legal Officer | |||||||||||
| 8/24/2026 | Employee | |||||||||||
| 9/1/2026 | Head of Investor Relations | |||||||||||
| 9/16/2026 | Employee | |||||||||||
| 9/16/2026 | Employee | |||||||||||
| 9/23/2026 | Employee | |||||||||||
| $ | ||||||||||||
| (1) |
| 33 |
The
table above includes only RSU grants issued during the nine months ended September 30, 2026 that were subject to vesting conditions extending
beyond the grant date. During the same period, the Company also granted an aggregate of
Performance-Based Restricted Stock Units
During the nine months ended September 30, 2026, the Company granted performance-vesting restricted stock units (“PSUs”) to certain executive officers and nonemployee service providers. The PSUs represent the right to receive shares of the Company’s common stock upon the achievement of specified market or performance conditions and the satisfaction of applicable service requirements, subject to certification by the Company’s Board of Directors or its Compensation Committee (the “Committee”). The PSUs are equity-classified and settle solely in shares of the Company’s common stock. No cash settlement alternative exists.
GLDY Cumulative Sales PSUs (Performance Condition)
On
May 1, 2026, the Company granted
Cumulative
GLDY sales is a company-specific operational metric and therefore represents a performance condition. The grant-date fair value was $
Compensation cost for performance-condition awards is recognized if and when achievement of the applicable performance condition becomes probable under ASC 718-10-25-20, based on the portion of the awards expected to vest and the requisite service rendered. As of September 30, 2026, management concluded that achievement of none of the applicable milestones was probable, and accordingly no stock-based compensation expense was recognized for these awards during the three or nine months ended September 30, 2026.
| 34 |
Stock Price-Based PSUs
During
the nine months ended September 30, 2026, the Company granted an aggregate of
The stock-price targets represent market conditions. In accordance with ASC 718, the effect of the market conditions is reflected in the grant-date fair value of the awards, which was estimated using a Monte Carlo simulation with the following significant assumptions:
SCHEDULE OF ESTIMATED GRANT DATE FAIR VALUE
| Assumption | Value | |||
| Grant-date stock price | $ | |||
| Stock price milestones | $ | |||
| Expected volatility | % | |||
| Risk-free interest rate | % | |||
| Expected dividend yield | % | |||
| Derived service periods (range) | ||||
The
aggregate grant-date fair value of the
The
Company recognized approximately $
For
the March 2026 award, the Company recognized compensation cost of approximately $
AUM-Based PSUs
On
March 16, 2026, the Company granted up to
These
PSUs contain performance conditions under ASC 718. The grant-date fair value was $
| 35 |
The following table summarizes PSU activity for the nine months ended September 30, 2026:
SCHEDULE OF NON VESTED RESTRICTED ACTIVITY
PSUs - Stock Price | PSUs - AUM | PSUs - GLDY Sales | Total PSUs | |||||||||||||
| Nonvested as of December 31, 2025 | - | - | - | - | ||||||||||||
| Granted | ||||||||||||||||
| Vested and issued | - | - | - | - | ||||||||||||
| Canceled / forfeited | ( | ) | - | ( | ) | ( | ) | |||||||||
| Nonvested as of September 30, 2026 | ||||||||||||||||
The
table above excludes (i) performance-based restricted stock units tied to organic gross revenue growth targets, under which certain consultants
may earn additional units annually based on achievement of annual revenue growth targets established and certified by the Committee,
because the number of units issuable is not determinable until the applicable targets are established, (ii) an award of up to
2019 Long-Term Incentive Plan (ViralClear)
There
are
Warrants (ViralClear)
A summary of the warrant activity for nine months ended September 30, 2026 is as follows:
SUMMARY OF WARRANT ACTIVITY
| Weighted-Average | ||||||||||||
| Weighted-Average | Remaining | |||||||||||
| Shares | Exercise Price | Contractual Term | ||||||||||
| Outstanding at January 1, 2026 | $ | |||||||||||
| Forfeited/expired | - | - | - | |||||||||
| Outstanding at September 30, 2026 | $ | |||||||||||
| Exercisable at September 30, 2026 | $ | |||||||||||
The following table presents information related to warrants (ViralClear) at September 30, 2026:
SCHEDULE OF RELATED TO WARRANTS
| Exercise Price | Number Outstanding | Expiration Date | ||||||
| $ | ||||||||
Restricted stock units (ViralClear)
The following table summarizes the restricted stock activity for the nine months ended September 30, 2026:
SCHEDULE OF NON VESTED RESTRICTED ACTIVITY
| Restricted shares outstanding at January 1, 2026: | ||||
| Forfeited | - | |||
| Total restricted shares outstanding at September 30, 2026: | ||||
| Comprised of: | ||||
| Vested restricted shares as of September 30, 2026 | ||||
| Unvested restricted shares as of September 30, 2026 | - | |||
| Total |
| 36 |
BioSig AI Sciences, Inc.
Warrants (BioSig AI)
The following table summarizes information with respect to outstanding warrants to purchase common stock of BioSig AI at September 30, 2026:
SCHEDULE OF OUTSTANDING TO WARRANTS
| Exercise Price | Number Outstanding | Expiration Date | ||||||
| $ | ||||||||
NOTE 19 – NONCONTROLLING INTERESTS
As
of September 30, 2026 and December 31, 2025, the Company held a majority interest in ViralClear Pharmaceuticals, Inc. of approximately
For
purposes of attributing net income (loss) to noncontrolling interests, the ownership percentages used for Streamex Ltd. reflect the time-weighted
ownership interests outstanding during the applicable reporting periods in accordance with ASC 810. The time-weighted noncontrolling
interest was approximately
A reconciliation of ViralClear, BioSig AI and Streamex Ltd. noncontrolling loss attributable to the Company:
Net income (loss) attributable to noncontrolling interests for the three months ended September 30, 2026:
SCHEDULE OF NON-CONTROLLING INTEREST
| ViralClear | BioSig AI | Streamex Ltd. | Total | |||||||||||||
| Net income (loss) | $ | -* | $ | ( | ) | $ | $ | |||||||||
| Noncontrolling ownership percentage | % | % | % | % | ||||||||||||
| Net income (loss) attributable to noncontrolling interests | $ | - * | $ | - | $ | $ | ||||||||||
| * |
Net income (loss) attributable to noncontrolling interests for the three months ended September 30, 2025:
| ViralClear | BioSig AI | Streamex Ltd. | Total | |||||||||||||
| Net income (loss) | $ | -* | $ | ( | ) | $ | - | $ | ( | ) | ||||||
| Noncontrolling ownership percentage | % | % | - | % | ||||||||||||
| Net income (loss) attributable to noncontrolling interests | $ | - * | $ | - | $ | - | $ | - | ||||||||
| * |
| 37 |
Net income (loss) attributable to noncontrolling interests for the nine months ended September 30, 2026:
| ViralClear | BioSig AI | Streamex Ltd. | Total | |||||||||||||
| Net income (loss) | $ | - | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| Noncontrolling ownership percentage | % | % | -n/a | -n/m | ||||||||||||
| Net income (loss) attributable to noncontrolling interests | $ | - | $ | - | $ | $ | ||||||||||
| * | ||
| 1) |
Net income (loss) attributable to noncontrolling interests for the nine months ended September 30, 2025:
| ViralClear | BioSig AI | Streamex Ltd. | Total | |||||||||||||
| Net income (loss) | $ | -* | $ | $ | - | $ | ||||||||||
| Noncontrolling ownership percentage | % | % | - | % | ||||||||||||
| Net income (loss) attributable to noncontrolling interests | $ | -* | $ | $ | - | $ | ||||||||||
| * |
The following table summarizes the changes in noncontrolling interests for the nine months ended September 30, 2026:
SCHEDULE OF CHANGES IN NON-CONTROLLING INTEREST
| ViralClear | BioSig AI | Streamex Ltd. | Total | |||||||||||||
| Balance, January 1, 2026 | $ | ( | ) | $ | $ | - | $ | |||||||||
| Contributions from noncontrolling interest holders | - | - | ||||||||||||||
| Change in ownership interest in Streamex Ltd | - | - | ||||||||||||||
| Distributions to noncontrolling interest holders | - | - | ( | ) | ( | ) | ||||||||||
| Net income attributable to noncontrolling interests | - | - | ||||||||||||||
| Other | ( | ) | - | - | ( | ) | ||||||||||
| Balance, September 30, 2026 | $ | ( | ) | $ | $ | $ | ||||||||||
The following table summarizes the changes in noncontrolling interests for the nine months ended September 30, 2025:
| ViralClear | BioSig AI | Streamex Ltd. | Total | |||||||||||||
| Balance, January 1, 2025 | $ | ( | ) | $ | $ | - | $ | |||||||||
| Net income attributable to noncontrolling interest | - | - | ||||||||||||||
| Balance, September 30, 2025 | $ | ( | ) | $ | $ | - | $ | |||||||||
| 38 |
NOTE 20 – COMMITMENTS AND CONTINGENCIES
Tokenized Yield Partnership Agreement
Overview
On September 8, 2025, the Company entered into a Tokenized Yield Partnership Agreement (the “Token Agreement”) with Monetary Metals & Co. (“MM”), a Delaware corporation, establishing an exclusive, multi-year strategic partnership to design, launch, and distribute blockchain-based financial products that tokenize the yield generated from MM’s precious-metal lease and bond programs. The Token Agreement commenced on September 8, 2025 and continues for an initial term of three years, subject to automatic one-year renewal periods unless terminated in accordance with its terms.
For additional information regarding the gold assets held by Streamex Ltd. and the related variable interest entity disclosures, see Note 10 — Other Assets — Gold and Note 13 — Streamex Ltd. (VIE), respectively.
Exclusivity and Performance Conditions
For at least three years, MM agreed not to engage with any other party to tokenize the yield or other financial attributes of its precious-metal lease or bond products, and the Company agreed not to partner with any third party to tokenize yield derived from precious-metal leases, in each case subject to specified volume-based performance conditions. To maintain exclusivity, the Company must supply at least 10% of the total leased ounces presented by MM each quarter that meet defined criteria, including minimum insurance standards, a net yield of at least 3% per annum after origination fees, and compliance with restrictions on counterparties and jurisdictions. Failure to meet these thresholds, after a 90-day cure period, results in loss of exclusivity but does not obligate the Company to commit capital or continue participation.
Consulting Services Agreement
On
February 4, 2026, the Company entered into a consulting agreement with an independent third party to provide advisory and capital-markets-related
services in connection with the Company’s GLDY Token program. The agreement had an initial term of six months and provided for
a fixed consulting fee of $
Litigation
We may be subject at times to other legal proceedings and claims, which arise in the ordinary course of our business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity.
In November 2025, a former advisor filed a Notice of Civil Claim in the Supreme Court of British Columbia against the Company, its wholly owned subsidiary Streamex Exchange Corporation, and certain current officers and directors. The claim alleges, among other things, breach of contract, unjust enrichment, and civil conspiracy in connection with alleged agreements relating to equity interests in Streamex Exchange Corporation before the Company’s acquisition of that entity. The plaintiff seeks, among other relief, specific performance, equitable compensation, and damages.
The defendants have filed responses disputing the material allegations and opposing the relief sought, and the Company has contested the jurisdiction of the British Columbia court. A trial has been scheduled for January 17, 2028. The Company intends to defend the matter vigorously. As of September 30, 2026, no liability has been recorded because management, after consultation with legal counsel, concluded that a loss was not probable. The Company is unable to reasonably estimate the possible loss or range of loss, if any.
In December 2025, Plexus Corp., a former contract
manufacturer of the Company’s predecessor, BioSig Technologies, Inc., filed a complaint against the Company in the United States
District Court for the Eastern District of Wisconsin seeking approximately $
On January 16, 2026, a purported stockholder filed
a putative class action complaint against the Company in the Delaware Court of Chancery seeking a declaration that an amendment to the
Company’s certificate of incorporation establishing a classified board of directors was not validly approved. On January 20, 2026,
the Company announced that it would not rely on the amendment and that directors would continue to be elected annually, and on March 12,
2026 the action was dismissed as moot by stipulation. The plaintiff subsequently moved for an award of attorneys’ fees and expenses
of $
| 39 |
NOTE 21 – RELATED PARTY TRANSACTIONS
As
of September 30, 2026, accounts payable and accrued expenses included approximately $
During
the three and nine months ended September 30, 2026, the Company incurred approximately $
During
the nine months ended September 30, 2026, the Company recognized approximately $
GLDY
Token Subscriptions by Officers. During the nine months ended September 30, 2026, three officers of the Company subscribed for GLDY tokens
issued by Streamex Ltd., the Company’s consolidated variable interest entity:
Rescinded Equity Compensation. In May 2026, the Company rescinded a previously approved equity compensation arrangement with the Company’s General Counsel. See Note 17, Stockholders’ Equity.
NOTE 22 – SEGMENT REPORTING
The
Company operates as a single
In connection with the May 28, 2025 acquisition of Streamex Exchange, the Company appointed a new Chief Executive Officer, who was designated as the CODM. Although the acquisition introduced a new line of business focused on digital asset infrastructure, the CODM has not begun reviewing Streamex Exchange’s operating results separately for purposes of performance assessment or resource allocation. Management believes a transitional period is appropriate given the timing of the acquisition and the early-stage status of the Streamex Exchange platform. The Company will continue to monitor the CODM’s review practices and internal reporting structure and, in accordance with ASC 280-10-50-34, will recast prior-period segment disclosures retrospectively if a change in reportable segments occurs in a future period.
| 40 |
The measure of segment profit or loss reviewed by the CODM is consolidated net loss. The significant expense categories and amounts regularly provided to the CODM are those presented on the face of the unaudited condensed consolidated statements of operations, including general and administrative expense, depreciation and amortization, and the components of other income and expense. The CODM also evaluates actual results against budgeted amounts in making decisions about strategic initiatives and resource allocation. Segment assets are not separately reported to or reviewed by the CODM. All assets are managed on a consolidated basis and are reported in the Company’s unaudited condensed consolidated balance sheets.
Information concerning the operations of the Company’s reportable segment is as follows:
SCHEDULE OF SEGMENT REPORTING
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Gold lease income | $ | $ | - | $ | $ | - | ||||||||||
| Less segment expenses: | ||||||||||||||||
| General and administrative | ||||||||||||||||
| General and administrative - stock-based compensation expenses | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Provision for credit loss | - | - | ||||||||||||||
| Total operating and segment expense | ||||||||||||||||
| Plus: | ||||||||||||||||
| Interest (expense) income, net | ( | ) | ( | ) | ||||||||||||
| Change in fair value of derivative liability | - | ( | ) | - | ( | ) | ||||||||||
| Realized gain on sale of gold | - | - | - | |||||||||||||
| Realized (loss) gain on marketable securities | ( | ) | - | - | ||||||||||||
| Change in fair value of marketable securities | ( | ) | - | ( | ) | - | ||||||||||
| Change in fair value of embedded derivative | - | - | - | |||||||||||||
| Realized loss on extinguishment of convertible debenture | - | - | ( | ) | - | |||||||||||
| (Loss) gain on settlement and forgiveness of accounts payable and accrued expenses | - | - | - | |||||||||||||
| Other income (expense), net | ( | ) | ( | ) | ( | ) | ||||||||||
| Total other expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax benefit | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Segment net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Noncontrolling interest | - | |||||||||||||||
| Net loss attributable to Streamex Corp. | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
NOTE 23 – CONVERTIBLE DEBENTURES AND RELATED DERIVATIVE INSTRUMENTS
On
November 4, 2025 and December 17, 2025, the Company issued two tranches of senior secured convertible debentures to YA II PN, Ltd. (“Yorkville”)
(collectively, the “Convertible Debentures”) with aggregate principal of $
| 41 |
Conversion Features
Yorkville
could convert all or any portion of the outstanding principal and accrued interest into shares of the Company’s common stock at
a conversion price equal to the lower of (i) a fixed price of $
Embedded Derivative Liability — Conversion Option
The Company determined that the holder’s optional conversion feature required bifurcation as an embedded derivative under ASC 815, Derivatives and Hedging, because (i) the economic characteristics of the conversion feature were not clearly and closely related to the host debt instrument and (ii) the conversion feature did not qualify for equity classification due to its variable conversion pricing mechanics, including VWAP-based pricing, floor price provisions, and reset features. The embedded conversion option was accounted for separately as a derivative liability measured at fair value, with changes in fair value recognized in earnings each reporting period. At issuance, the Company allocated proceeds between the host debt and the embedded derivative based on relative fair value, with the derivative recorded as a liability and a corresponding amount recorded as a debt discount on the host debenture. This debt discount was amortized to interest expense using the effective interest method. The Company does not designate any derivative instruments as hedging instruments for accounting purposes and does not apply hedge accounting.
The
embedded derivative liability was measured at fair value on a recurring basis using significant unobservable inputs (Level 3), estimated
using a Monte Carlo simulation within a “with-and-without” framework that captured the instrument’s variable conversion
pricing, floor price, amortization, and prepayment features. During the nine months ended September 30, 2026, the Company recognized
a gain of $
Settlement
On
February 6, 2026, Yorkville converted $
Debt Carrying Amount and Interest Expense
On
December 29, 2025, management committed to a plan to settle the Convertible Debentures in early 2026, which constituted a change in the
estimated life of the instruments. The Company prospectively recalculated the effective interest rates based on the revised expected
settlement date of February 6, 2026, which resulted in effective interest rates that substantially exceeded the
NOTE 24 – INCOME TAXES
The Company recognized an income tax benefit of approximately
$
NOTE 25 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events from the balance sheet date through the date on which these unaudited condensed consolidated financial statements were issued. Other than as described in the notes below, the Company did not have any material subsequent events that impacted its unaudited condensed consolidated financial statements or disclosures.
Equity Transactions
Between
October 1, 2026 and November 11, 2026, the Company issued
Plexus Settlement
In October 2026, the Company paid the second $
Solak Fee Motion
On November 9, 2026, the Delaware Court of Chancery ruled from the bench on the plaintiff’s motion for attorneys’
fees and expenses in the matter described in Note 20 and awarded a mootness fee of $
Metalayer Digital Fund I
On October 23, 2026, the Company executed a side letter
with the Fund and its investment manager that applies to all of the Company’s investments in the Fund. Under the side letter, management
and performance fees and lock-up periods on capital contributed by the Company are waived, and the Company may request redemption on any
business day; redemptions of up to $
Following approval on November 4, 2026, the Company
subscribed for a new Class D series of the Fund with a subscription value of $
Nasdaq Minimum Bid Price Deficiency
On October 7, 2026, the Company received a letter from the Nasdaq Listing Qualifications staff notifying the Company that it was not in compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share. The notice has no immediate effect on the listing or trading of the Company’s common stock.
Under Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided 180 calendar days, or until April 5, 2027, to regain compliance. To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of ten consecutive business days, unless Nasdaq requires a longer period. If the Company does not regain compliance by April 5, 2027, it may be eligible for an additional 180-day compliance period if it satisfies the applicable Nasdaq requirements. There can be no assurance that the Company will regain compliance within the applicable compliance period.
| 42 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward-looking statements that reflect Management’s current views with respect to future events and financial performance. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. Those statements include statements regarding the intent, belief or current expectations of us and members of our management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.
Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. Important factors currently known to Management could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions. Factors that could cause differences include, but are not limited to, expected market demand for our products, fluctuations in pricing for materials, and competition.
Business Overview
Streamex Corp. (“Streamex,” the “Company,” “we,” or “us”) is developing digital infrastructure for the tokenization and exchange of real-world assets (“RWAs”), initially focused on physical gold and gold-linked financial products. Following our acquisition of Streamex Exchange Corporation (“Streamex Exchange”) on May 28, 2025, we expanded beyond our historical focus as a medical-device technology company. We conduct our tokenized gold program through Streamex Ltd., a Cayman Islands special-purpose entity that we consolidate as a variable interest entity (“VIE”) because we are its primary beneficiary. Streamex Ltd. issues GLDY tokens, which represent non-voting participating equity interests designed to provide holders with economic exposure to physical gold bullion and gold-denominated leasing returns.
During the nine months ended September 30, 2026, we launched the GLDY token program, acquired physical gold bullion to back the program, earned our first gold lease income, and subscribed for interests in Metalayer Digital Fund I (“Metalayer”). In early July 2026, we funded a loan of approximately 5.0 million USDC and 1,069 GLDY tokens to the Liquidity Provider to support secondary-market liquidity for GLDY, as described in Note 12 — Loan Receivable and Liquidity Support Arrangement. As of September 30, 2026, our investment in Metalayer had a carrying amount of $2,208, and we held $922 of digital assets, principally USDC. We also completed a January 2026 underwritten public offering and settled our secured convertible debentures in February 2026, eliminating all outstanding convertible debt. We operate as a single operating and reportable segment.
| 43 |
Results of Operations
The following discussion should be read together with the Company’s unaudited condensed consolidated financial statements and accompanying notes included elsewhere in this Quarterly Report on Form 10-Q. All amounts in the discussion below are presented in thousands, except percentages, share amounts, and per-share data.
Comparison of the Three Months Ended September 30, 2026 and 2025
| 2026 | 2025 | $ Change | % Change | |||||||||||||
| Gold lease income | $ | 145 | $ | - | $ | 145 | NM | |||||||||
| General and administrative | 16,622 | 4,625 | 11,997 | 259.4 | % | |||||||||||
| Depreciation and amortization | 1,452 | 1,488 | (36 | ) | (2.4 | )% | ||||||||||
| Provision for credit loss | 46 | - | 46 | NM | ||||||||||||
| Total operating expenses | 18,120 | 6,113 | 12,007 | 196.4 | % | |||||||||||
| Loss from operations | (17,975 | ) | (6,113 | ) | (11,862 | ) | (194.0 | )% | ||||||||
| Total other expense, net | (68 | ) | (10,236 | ) | 10,168 | 99.3 | % | |||||||||
| Loss before income taxes | (18,043 | ) | (16,349 | ) | (1,694 | ) | (10.4 | )% | ||||||||
| Income tax benefit | (583 | ) | (765 | ) | 182 | 23.8 | % | |||||||||
| Net loss | (17,460 | ) | (15,584 | ) | (1,876 | ) | (12.0 | )% | ||||||||
| Net loss attributable to Streamex Corp. | $ | (17,463 | ) | $ | (15,584 | ) | $ | (1,879 | ) | (12.1 | )% | |||||
| Net loss attributable to common stockholders | $ | (17,465 | ) | $ | (15,586 | ) | $ | (1,879 | ) | (12.1 | )% | |||||
Gold Lease Income
Gold lease income was $145 for the three months ended September 30, 2026, compared with no income in the prior-year period, which preceded the commencement of our gold-leasing activities. We earn this income by deploying our own physical gold into a third-party leasing program in exchange for a stated in-kind return; the arrangement is outside the scope of ASC 606 and is recognized over the lease term on an effective-yield basis, with a $68 gold-denominated receivable recorded at September 30, 2026 for yield earned but not yet settled in gold. Gold lease income for the quarter consisted of $134 of in-kind lease yield and $12 of contractual revenue share. All of our gold lease income, and the entire related receivable, is with a single counterparty; a loss of, or adverse change in, that relationship would eliminate or materially reduce our only current source of income. The current-period amount is not indicative of future results, which will depend on the quantity of gold accepted into leases, prevailing lease yields, settlement timing, investor adoption of GLDY, and platform commercialization.
General and Administrative Expense
General and administrative expense increased by $11,997, or 259.4%, to $16,622 for the three months ended September 30, 2026, from $4,625 for the prior-year period. Stock-based compensation expense, a noncash expense, increased by $8,460 to $9,302 from $842, reflecting restricted stock unit awards granted to executives, employees and consultants during 2026 and $3,996 of amortization of the fair value of common stock issued in December 2025 under 12-month marketing and capital-markets advisory service agreements, which had no prior-year equivalent. The stock-based compensation amounts discussed in this section are those recorded in our stock-based compensation expense account; the amounts presented in Note 22 — Segment Reporting and in the statements of cash flows also include common stock issued for services and therefore were $872 and $15,560 for the three and nine months ended September 30, 2025, respectively. The remaining increase of $3,537 in general and administrative expense reflected higher employee compensation of $1,095, reflecting the expansion of our executive, finance, legal and investor relations functions; higher marketing costs of $877, reflecting digital marketing, financial publishing and investor-awareness programs supporting GLDY; higher software and information technology costs of $749; higher audit fees of $415; higher legal costs of $443; higher franchise and other taxes of $205; Streamex Ltd. fund administration costs of $185, which had no prior-year equivalent; and higher insurance costs of $114.
These increases were partially offset by lower consulting costs of $297, reflecting consulting incurred in 2025 to build out the Streamex Exchange platform that did not recur; the $297 is net of $184 of Streamex Ltd. formation and professional costs that the Company paid and recognized in the quarter as expenses of the consolidated group and the reversal of a $19 Streamex Ltd. fund-administration accrual that had been recorded twice, both of which are included in consulting costs and are not separate drivers. These increases were also partially offset by lower accounting and tax advisory costs of $223 and by the non-recurrence of $6 of research and development costs that were presented within general and administrative expense in the prior-year period.
Other expense categories, net, decreased by $20; this net amount includes $228 of liquidity support costs under our arrangement with the Liquidity Provider, which commenced in July 2026, consisting of $99 of amortization of the prepaid liquidity support service cost, $84 of monthly incentive payments and $45 of GLDY distributions on the loaned tokens retained by the Liquidity Provider, $35 of severance expense, and $283 of lower miscellaneous expense compared with the prior-year period.
| 44 |
Depreciation and Amortization Expense
Depreciation and amortization expense decreased by $36, or 2.4%, to $1,452 for the three months ended September 30, 2026, from $1,488 for the prior-year period. The expense in both periods primarily reflects amortization of the trade name, developed technology, legal and compliance framework, and other identifiable intangible assets recognized in connection with the May 2025 acquisition of Streamex Exchange.
Provision for Credit Loss
We recognized a $46 provision for credit loss for the three months ended September 30, 2026, with no comparable amount in the prior-year period. The provision represents the allowance for expected credit losses on the unsecured USDC loan receivable from the Liquidity Provider funded in July 2026, measured using a probability-of-default and loss-given-default approach over the loan’s remaining contractual term. See Note 12 — Loan Receivable and Liquidity Support Arrangement.
Other Income (Expense), Net
Total other expense, net, was $68 for the three months ended September 30, 2026, compared with $10,236 for the prior-year period, representing a favorable change of $10,168. The improvement was driven primarily by the non-recurrence of the $10,214 loss from the change in fair value of the derivative liability recognized in the prior-year period. Current-period other income and expense also included $96 of net interest income, including $96 of accretion of the discount on the loan receivable from the Liquidity Provider, partially offset by a $91 realized loss on marketable securities, a $21 loss from changes in the fair value of marketable securities, and $52 of other expense, net.
Income Tax Benefit
We recognized an income tax benefit of $583 for the three months ended September 30, 2026, compared with a benefit of $765 in the prior-year period. The income tax benefit primarily reflects the reversal of a portion of the deferred tax liability associated with amortization of the identifiable intangible assets recognized in the Streamex Exchange acquisition, which are held through our Canadian operations.
Net Loss and Loss Per Share
Net loss was $17,460 for the three months ended September 30, 2026, an increase of $1,876, or 12.0%, from $15,584 for the prior-year period. The increase was driven primarily by higher general and administrative expense, including higher stock-based compensation, partially offset by the favorable change in other income (expense), net. Net loss attributable to common stockholders was $17,465 for the three months ended September 30, 2026, compared with $15,586 for the prior-year period, after net income attributable to noncontrolling interests of $3 and preferred stock dividends of $2. The $3 attributable to noncontrolling interests represents the noncontrolling interest holders’ time-weighted share, approximately 10.18%, of Streamex Ltd.’s net income of $26 for the three months ended September 30, 2026. Basic and diluted loss per share was $(0.09), compared with $(0.47), based on weighted-average common shares outstanding of 185,350,763 and 33,352,004, respectively. The increase in weighted-average shares reflects, among other factors, the January 2026 underwritten public offering, the February 2026 conversion of debenture principal into common stock, and the inclusion of exchangeable shares in basic shares outstanding following stockholder approval in November 2025.
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Comparison of the Nine Months Ended September 30, 2026 and 2025
| 2026 | 2025 | $ Change | % Change | |||||||||||||
| Gold lease income | $ | 291 | $ | - | $ | 291 | NM | |||||||||
| General and administrative | 64,710 | 27,396 | 37,314 | 136.2 | % | |||||||||||
| Depreciation and amortization | 4,415 | 2,065 | 2,350 | 113.8 | % | |||||||||||
| Provision for credit loss | 46 | - | 46 | NM | ||||||||||||
| Total operating expenses | 69,171 | 29,461 | 39,710 | 134.8 | % | |||||||||||
| Loss from operations | (68,880 | ) | (29,461 | ) | (39,419 | ) | (133.8 | )% | ||||||||
| Total other expense, net | (11,477 | ) | (10,055 | ) | (1,422 | ) | (14.1 | )% | ||||||||
| Loss before income taxes | (80,357 | ) | (39,516 | ) | (40,841 | ) | (103.4 | )% | ||||||||
| Income tax benefit | (1,653 | ) | (765 | ) | (888 | ) | (116.1 | )% | ||||||||
| Net loss | (78,704 | ) | (38,751 | ) | (39,953 | ) | (103.1 | )% | ||||||||
| Net loss attributable to Streamex Corp. | $ | (78,707 | ) | $ | (38,767 | ) | $ | (39,940 | ) | (103.0 | )% | |||||
| Net loss attributable to common stockholders | (78,714 | ) | (38,774 | ) | (39,940 | ) | (103.0 | )% | ||||||||
Gold Lease Income
Gold lease income was $291 for the nine months ended September 30, 2026, compared with no income in the prior-year period, and consisted of $268 of in-kind lease yield and $23 of contractual revenue share. Gold lease income for the nine-month period includes approximately $12 earned in the first quarter of 2026 that was recognized in the second quarter of 2026 as an out-of-period correction. As with the quarterly period, all of this income is concentrated in a single counterparty.
General and Administrative Expense
General and administrative expense increased $37,314, or 136.2%, to $64,710 for the nine months ended September 30, 2026 from $27,396 for the prior-year period. Stock-based compensation expense, a noncash expense, increased $26,757, or 178.0%, to $41,789 from $15,032, reflecting equity awards granted to executives, employees, directors and consultants following the Streamex Exchange acquisition, including fully vested awards, and $11,858 of amortization of the fair value of common stock issued in December 2025 under 12-month marketing and capital-markets advisory service agreements, which had no prior-year equivalent.
The remaining increase of $10,557 in general and administrative expense reflected higher marketing costs of $4,041, reflecting digital marketing, financial publishing and investor-awareness programs, capital-markets advisory and brand development supporting the GLDY launch and our public-company profile; higher employee compensation of $3,635 and directors’ fees of $111, reflecting the expansion of our executive, finance, legal and investor relations functions; higher legal costs of $1,443; higher insurance costs of $1,182; higher software and information technology costs of $773; Streamex Ltd. fund administration costs of $516, which had no prior-year equivalent; higher audit fees of $404 and accounting and tax advisory costs of $367; higher investor relations and public relations costs of $315; higher franchise and other taxes of $288; and higher travel costs of $56. These increases were partially offset by lower consulting costs of $2,439, reflecting consulting incurred in 2025 to build out the Streamex Exchange platform that did not recur, partially offset by $4,000 of amortization of a six-month GLDY consulting agreement that concluded in August 2026 and by $184 of Streamex Ltd. formation and professional costs that the Company paid and recognized in the third quarter as expenses of the consolidated group, net of the reversal of a $19 Streamex Ltd. fund-administration accrual that had been recorded twice (the $184 and the $19 are included in the $2,439 and are not separate drivers); by a $98 decrease in bad debt expense; and by the non-recurrence of $31 of research and development costs that were presented within general and administrative expense in the prior-year period.
Other expense categories, net, decreased by $6; this net amount includes the $228 of liquidity support costs under our arrangement with the Liquidity Provider discussed in the three-month comparison above and $309 of lower miscellaneous expense compared with the prior-year period. The increases reflect the expansion of our executive, finance, legal, technology, compliance, and corporate functions, and the commercialization activities supporting the GLDY program, following the Streamex Exchange acquisition.
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Depreciation and Amortization Expense
Depreciation and amortization expense increased $2,350, or 113.8%, to $4,415 for the nine months ended September 30, 2026 from $2,065 for the prior-year period, reflecting a full nine months of amortization of the acquired identifiable intangible assets, compared with approximately four months in the prior-year period following the May 28, 2025 acquisition date.
Provision for Credit Loss
The $46 provision for credit loss for the nine months ended September 30, 2026 relates entirely to the USDC loan receivable funded in July 2026, as described under “Comparison of the Three Months Ended September 30, 2026 and 2025” above and in Note 12 — Loan Receivable and Liquidity Support Arrangement.
Other Income (Expense), Net
Total other expense, net, was $11,477 for the nine months ended September 30, 2026, compared with $10,055 for the prior-year period, an unfavorable change of $1,422. The current-period amount was driven principally by $12,102 of net interest expense — substantially all of which (approximately $203 of contractual interest and approximately $11,979 of non-cash amortization of debt discounts and issuance costs) related to the secured convertible debentures settled in February 2026, partially offset by $96 of accretion of the discount on the loan receivable from the Liquidity Provider — and a $3,057 loss on extinguishment of those debentures. These items were partially offset by a $2,938 realized gain on the February 2026 sale of previously pledged gold bullion, a $497 gain from the change in fair value of the debentures’ embedded derivative before its derecognition on settlement, a $286 net realized gain on marketable securities (including the gain realized on the sale of our investment in Empress Royalty Corp.), net of a $140 unrealized loss on marketable securities, and $101 of other income, net. Other income, net, consisted principally of $394 of dividend income and $156 of foreign-currency gains, partially offset by a $292 decrease in the net asset value of our investment in Metalayer and $152 of realized losses on other investments. The prior-year period included the non-cash $10,214 derivative loss and a $196 gain on the settlement and forgiveness of accounts payable and accrued expenses. Because the debentures were settled in the first quarter of 2026, the interest expense, extinguishment loss, and derivative fair-value changes that drove other expense for the nine-month period are not expected to recur.
Income Tax Benefit
We recognized an income tax benefit of $1,653 for the nine months ended September 30, 2026, compared with $765 for the prior-year period. The increase reflects a full nine months of deferred tax benefit associated with amortization of the identifiable intangible assets recognized in the Streamex Exchange acquisition, compared with the period from the May 28, 2025 acquisition date through September 30, 2025 in the prior year.
Net Loss and Loss Per Share
Net loss was $78,704 for the nine months ended September 30, 2026, an increase of $39,953, or 103.1%, from $38,751 for the prior-year period, driven principally by higher stock-based compensation and the debenture-related interest expense and extinguishment loss recognized in the first quarter of 2026, partially offset by the non-recurrence of the prior-year derivative charge and the realized gain on the sale of gold. After net income attributable to noncontrolling interests of $3, reflecting the quarterly time-weighted attribution of Streamex Ltd.’s results described in Note 19 — Noncontrolling Interests, and preferred stock dividends of $7, net loss attributable to common stockholders was $78,714, compared with $38,774 for the prior-year period. Basic and diluted loss per share was $(0.44), compared with $(1.42), based on weighted-average common shares outstanding of 180,336,183 and 27,343,190, respectively. Potentially dilutive securities were excluded from diluted loss per share because their effect would have been antidilutive.
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Liquidity and Capital Resources
As of September 30, 2026, we had working capital of approximately $22,036 and cash of $5,476. For the nine months ended September 30, 2026, net cash used in operating activities was $28,030, net cash provided by investing activities was $14,262 and net cash used in financing activities was $1,012.
During the nine months ended September 30, 2026, the Company funded its operations in part through financing transactions and asset monetization activities and eliminated its outstanding convertible debt. In January 2026, the Company completed an underwritten public offering generating net proceeds of $37,184. The Company also received $27,467 from sales of marketable securities and $26,410 from the sale of gold bullion that had been classified as held for sale as of December 31, 2025, resulting in a realized gain on the sale of gold of $2,938. In February 2026, following the conversion of $15,000 of principal under the secured convertible debentures into 3,750,000 shares of common stock, the Company paid approximately $38,903 in cash to settle the remaining obligations, consisting of $35,000 of principal, a $3,500 prepayment premium, and approximately $403 of accrued interest. The Company recognized a loss on extinguishment of the convertible debentures of $3,057, and all related security interests and liens were released. During the nine months ended September 30, 2026, Streamex Ltd. also received $1,220 of cash and $1,045 of USDC from the issuance of GLDY interests to noncontrolling interest holders.
In addition to these resources, as of September 30, 2026: (i) our USDC loan receivable from the Liquidity Provider had a carrying amount of $4,642, net of an unamortized discount of $312 and an allowance for credit losses of $46; the loan is unsecured, bears no stated interest and matures on July 7, 2027, and either party may terminate the arrangement on 30 days’ written notice, after which the loaned assets are returnable by the second business day following termination, and our liquidity assessment assumes repayment at the July 7, 2027 maturity; (ii) our investment in Metalayer had a carrying amount of $2,208, consisting of Class A-1 shares of $1,701 and Class D-1 shares of $507; under a side letter executed on October 23, 2026, we may request redemption of all of our investments in Metalayer on any business day, with redemptions of up to $5,000 payable in cash within two business days and amounts above $5,000 paid in additional tranches of up to $5,000 each, timed in coordination with us, subject to applicable law and Metalayer’s anti-money laundering, sanctions and know-your-customer procedures; and (iii) we held a $101 loan receivable, presented as other receivable on the unaudited condensed consolidated balance sheet, that matures on August 3, 2027. We also hold a significant ownership interest in Streamex Ltd. in the form of GLDY tokens. As part of our capital strategy, we intend to monetize portions of this interest through sales to third-party participants, as we did during the nine months ended September 30, 2026; the realization and timing of any such proceeds depend on identifying suitable counterparties. The physical gold held by Streamex Ltd., which had a cost of $16,467 as of September 30, 2026, backs the outstanding GLDY tokens and is not held for our general corporate purposes. Redemptions of GLDY by holders, including Metalayer, are settled from that gold and reduce the gold held by Streamex Ltd.; accordingly, if Metalayer meets our redemption requests by redeeming GLDY, our liquidity would be realized in part from the gold backing GLDY.
As of September 30, 2026, the Company had approximately $5,000 of remaining capacity under its Equity Subscription Agreement with Lind Global Fund III, LP, dated February 28, 2025, subject to the filing and effectiveness of a registration statement; no advances had been made under the agreement as of September 30, 2026. On July 1, 2026, the Company’s Board of Directors (the “Board”) authorized a stock repurchase program permitting the repurchase of up to 10,000,000 shares of the Company’s common stock at a purchase price not exceeding $2.00 per share over a 12-month period. No shares were repurchased under the program during the three months ended September 30, 2026, and the Company’s liquidity assessment does not assume any repurchases under the authorization.
On November 5 and 6, 2026, we subscribed for a new Class D series of Metalayer by transferring GLDY tokens valued at $6,000. Including our Class A-1 and Class D-1 shares at their September 30, 2026 net asset value, our investments in Metalayer totaled approximately $8,208 on a pro forma basis. Our liquidity forecast depends on the redemption of these investments under the October 23, 2026 side letter. These resources are concentrated in GLDY-linked assets and are sensitive to the price of gold; a 10% decline in the price of gold would reduce the value of our Class D positions by approximately $651.
Material Cash Requirements
Our material cash requirements over the next 12 months consist principally of operating expenses, including personnel, professional services, marketing, insurance, technology and public-company costs; the settlement of accounts payable and accrued expenses of $3,191 as of September 30, 2026, including $951 of insurance premium financing; the remaining commitment of $217 under the collaboration agreement with the Liquidity Provider, which accrues at $30 per month through May 14, 2027, subject to the agreement’s termination provisions; and operating lease payments of $45 for the remainder of 2026 and $186 in 2027. Beyond the next 12 months, our contractual obligations consist principally of operating lease payments of $680 from 2028 through May 2031. Cumulative dividends of $128 on our Series C Preferred Stock had accrued as of September 30, 2026, and, other than our insurance premium financing obligation, we have no outstanding debt. We expect to fund these requirements from cash on hand, sales of marketable securities, our USDC holdings, redemptions of our investments in Metalayer under the October 23, 2026 side letter, the return of the loaned assets upon termination or maturity of the loan to the Liquidity Provider and, as market conditions permit, sales of GLDY interests and equity financings, including under the Equity Subscription Agreement, which requires the filing and effectiveness of a registration statement. The stock repurchase program does not obligate us to repurchase any shares, and our liquidity assessment does not assume any repurchases.
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Off-Balance Sheet Arrangements
As of September 30, 2026, the Company did not have any material off-balance-sheet arrangements as defined by applicable SEC rules.
Cash Flows
| Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | $ | (28,030 | ) | $ | (7,416 | ) | ||
| Net cash provided by investing activities | 14,262 | 221 | ||||||
| Net cash (used in) provided by financing activities | $ | (1,012 | ) | $ | 18,096 | |||
Operating Activities
Net cash used in operating activities was $28,030 for the nine months ended September 30, 2026, an increase of $20,614 from $7,416 for the prior-year period. The increase primarily reflected a $39,953 increase in net loss to $78,704 and a $9,742 unfavorable change in the net effect of operating assets and liabilities, partially offset by a $29,081 increase in noncash reconciling items. Significant noncash adjustments in the current period included $41,789 of stock-based compensation, $11,979 of amortization of debt discounts and issuance costs, $4,415 of depreciation and amortization, and a $3,057 loss on extinguishment of the convertible debentures, partially offset by a $2,938 realized gain on the sale of gold, a $1,653 deferred income tax benefit, and a $497 gain from the change in fair value of the embedded derivative; noncash adjustments also included $45 of liquidity support arrangement expense settled in GLDY tokens. Operating cash flows also included $7,010 of purchases of USDC digital assets, partially offset by a $1,166 increase in accounts payable and accrued expenses and a $514 decrease in prepaid expenses and other assets.
Investing Activities
Net cash provided by investing activities was $14,262 for the nine months ended September 30, 2026, compared with $221 for the prior-year period, an increase of $14,041. Current-period cash inflows consisted primarily of $26,410 of proceeds from the sale of previously pledged gold bullion and $27,467 of proceeds from sales of marketable securities. These inflows were partially offset by $24,394 of purchases of marketable securities and $15,246 of purchases of gold held at cost. The prior-year amount consisted of $365 of cash acquired in the Streamex Exchange acquisition, partially offset by a $144 purchase of an investment measured at net asset value. During the nine months ended September 30, 2026, the Company also funded a $5,000 loan receivable, a $100 loan presented as other receivable, and its $2,000 Class A-1 investment in Metalayer through transfers of USDC. In September 2026, the Company acquired Class D-1 shares of Metalayer with a subscription value of $500 in exchange for approximately 114 GLDY tokens. These transfers were noncash investing activities and therefore did not affect net cash provided by investing activities.
Financing Activities
Net cash used in financing activities was $1,012 for the nine months ended September 30, 2026, compared with net cash provided by financing activities of $18,096 for the prior-year period, a decrease of $19,108. Current-period cash inflows included $37,184 of net proceeds from the January 2026 underwritten public offering and $1,220 of proceeds from the issuance of equity interests in Streamex Ltd. to noncontrolling interest holders. These inflows were more than offset by $38,500 paid to settle the secured convertible debentures and $916 of repayments of the insurance premium finance obligation. In January 2026, the Company issued 13,416,667 shares of common stock, including the underwriters’ exercise of their over-allotment option, at $3.00 per share. In February 2026, the debenture holder converted $15,000 of principal into 3,750,000 shares of common stock, a noncash financing activity. The Company also paid approximately $38,903 in cash to settle the remaining obligations, consisting of $35,000 of principal, a $3,500 prepayment premium, and approximately $403 of accrued interest. Of that amount, $38,500 is reflected in financing activities and $403 is reflected in operating activities as interest paid. Upon settlement, all related security interests and liens were released. Net cash provided by financing activities in the prior-year period consisted of $14,390 of net proceeds from the sale of common stock and warrants and $3,882 of net proceeds from at-the-market offerings, partially offset by $176 of repayments of a finance obligation.
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Operating Losses and Liquidity Outlook
We expect to continue incurring operating losses and negative cash flows until our digital infrastructure platform, including Streamex Exchange’s tokenization and GLDY offerings, achieves sustained commercial scale. During the nine months ended September 30, 2026, the Company recognized $291 of gold lease income from the tokenized gold platform; however, income recognized to date remains immaterial relative to our operating costs. We expect to incur additional costs related to platform development, regulatory compliance, personnel, professional services, marketing, strategic partnerships, and public-company reporting as the Company seeks to expand its income-generating activities. The timing and extent of future income growth will depend on, among other things, continued investor adoption of GLDY, growth in assets under management, completion of development milestones, regulatory considerations, market conditions, and the successful commercialization of the Streamex Exchange platform and related offerings.
Based on management’s liquidity forecast and available financial resources, management concluded that substantial doubt about the Company’s ability to continue as a going concern was not raised as of the issuance date of the unaudited condensed consolidated financial statements. The forecast relies on the redemption of our investments in Metalayer and on repayment of the USDC loan to the Liquidity Provider at its July 7, 2027 maturity. See Note 2 — Liquidity for additional information regarding the Company’s liquidity position, going-concern evaluation and related assumptions.
On October 7, 2026, we received a notice from Nasdaq that we were not in compliance with the $1.00 minimum bid price requirement for continued listing, and we have until April 5, 2027 to regain compliance. A delisting of our common stock could adversely affect our ability to raise equity capital. See Note 25 — Subsequent Events and Part II, Item 1A — Risk Factors.
Capital Strategy and Uses of Cash
Our capital strategy is focused on maintaining sufficient liquidity to support ongoing operations, platform development, commercialization, regulatory compliance, personnel and infrastructure investments, public-company reporting, and strategic initiatives while preserving balance-sheet flexibility. We may evaluate additional capital sources from time to time, including:
| ● | Public or private equity offerings; | |
| ● | Equity-linked financing arrangements; | |
| ● | Strategic partnerships or licensing arrangements; | |
| ● | Government grants or non-dilutive funding; | |
| ● | Debt financing, where feasible; and | |
| ● | Monetization of financial or other assets. |
While the Company has implemented cost-saving measures in prior periods, it has increased spending in certain areas to support the development and commercialization of the Streamex Exchange platform and related initiatives. These investments are intended to support long-term growth but may increase near-term liquidity requirements.
Future financing may include the issuance of equity or debt securities, credit facilities, strategic arrangements, or other forms of financing. Any equity or equity-linked financing could result in dilution to existing stockholders. Debt financing could impose restrictive covenants, require collateral, or result in securities or claims senior to those of the Company’s common stock. Market volatility, regulatory developments, the Company’s operating performance, and macroeconomic conditions may adversely affect the Company’s ability to obtain financing on acceptable terms. There can be no assurance that additional financing will be available when required, on acceptable terms, or at all. If additional capital is required and is not obtained on acceptable terms, the Company may be required to delay or reduce platform-development, commercialization, marketing, infrastructure, or other strategic activities, or enter into strategic arrangements that could require the Company to relinquish rights to certain technologies, products, or commercial opportunities.
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The Company’s future capital requirements will depend on a number of factors, including:
| ● | the timing and amount of operating expenditures; | |
| ● | the pace of development and commercialization of the Streamex Exchange platform and related tokenization infrastructure; | |
| ● | investor adoption of GLDY and other tokenized products; | |
| ● | the scale and timing of the Company’s gold-leasing and other income-generating activities; | |
| ● | regulatory and compliance requirements applicable to the Company’s platform, digital assets, tokenized products, and public-company operations; | |
| ● | personnel and infrastructure investments required to support platform scalability, compliance, custody, cybersecurity, and operations; | |
| ● | costs associated with public-company reporting, corporate governance, accounting, audit, legal, and regulatory compliance; | |
| ● | costs associated with the development, maintenance, and protection of the Company’s intellectual property; | |
| ● | the availability, timing, and cost of financing and strategic partnerships; | |
| ● | general economic and financial-market conditions; and | |
| ● | conditions in the commodities and digital-asset markets. |
The Company’s liquidity forecast includes assumptions regarding the timing and availability of its financial resources, the pace of platform-development and commercialization activities, planned operating and capital expenditures, cost-containment measures, and the timing and amount of potential income. Actual results may differ materially from those assumptions.
Critical Accounting Estimates
The preparation of our unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, and related disclosures. A critical accounting estimate is one that requires assumptions about matters that were highly uncertain at the time the estimate was made and for which different estimates reasonably could have been used, or changes reasonably likely to occur from period to period, would have a material impact on our financial condition or results of operations.
There have been no material changes to the critical accounting estimates disclosed in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025, other than the estimates described below, which relate to transactions and activities that commenced during 2026.
Stock-Based Compensation — Awards with Market Conditions. During 2026, we granted performance stock units containing a market condition. We estimate the grant-date fair value of these awards using a Monte Carlo simulation, which requires significant assumptions, including expected volatility, risk-free interest rates, and the derived service period. These assumptions are inherently uncertain, and the use of different assumptions could result in materially different compensation expense. Expense for market-condition awards is recognized over the derived service period and is not reversed if the market condition is not achieved. For the stock price-based PSUs outstanding as of September 30, 2026, the grant-date fair value was $827, based on expected volatility of 153.7%, a risk-free interest rate of 3.83% and a derived service period of approximately 7.7 years, and unrecognized compensation cost of $765 is expected to be recognized over a weighted-average period of approximately 7.4 years. Because the grant-date fair value of these equity-classified awards is fixed at the grant date, subsequent changes in our stock price or in the valuation assumptions do not change the compensation cost of outstanding awards; however, a higher expected volatility assumption would generally have increased the estimated grant-date fair value, a shorter derived service period would have accelerated the recognition of the related expense, and different assumptions would affect the measurement of awards granted in future periods. Previously recognized compensation cost is reversed only if the requisite service is not rendered, as occurred upon the forfeiture of the February 2026 award described in Note 18 — Options, Restricted Stock Units and Warrants.
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Consolidation of Variable Interest Entities. We consolidate variable interest entities for which we are the primary beneficiary. Determining whether we are the primary beneficiary of Streamex Ltd. requires significant judgment regarding which activities most significantly affect the entity’s economic performance, our power to direct those activities, and our exposure to benefits and losses that could be significant. Changes in these judgments could materially affect whether the entity is consolidated and the amounts recognized in our financial statements.
Gold Lease Income and Gold-Denominated Consideration. We recognize gold lease income, a portion of which is settled in physical gold. Measuring this income requires estimates regarding the fair value of gold-denominated consideration, the timing of recognition over the lease period, and the assessment of collectability. Differences between the estimated value of gold-denominated consideration recognized as income and the value realized upon settlement are recognized as settlement gains or losses and could be material in future periods as leasing activity scales.
Recoverability of Gold Held at Cost. Gold held by Streamex Ltd. to back the GLDY program is carried at cost and evaluated for recoverability when events or changes in circumstances indicate that its carrying amount may not be recoverable. As of September 30, 2026, the gold had a cost of $16,467 and a market value of approximately $13,993 based on the LBMA PM gold price on that date. Because market value had been below cost at two consecutive quarter-ends, management performed a recoverability test, which compares the carrying amount with the undiscounted cash flows expected from the use and eventual disposition of the gold over a seven-year holding period, using the contractual lease rate on leased ounces, the September 30, 2026 gold price held constant and the costs directly associated with holding and disposing of the gold. The undiscounted cash flows exceeded the carrying amount by approximately $1,150, or 7.0%. The test is most sensitive to the gold price, the holding period and continued leasing at the contractual rate: a 10% decline in the LBMA gold price from its September 30, 2026 level would have reduced the market value of the gold to approximately $12,594 and the undiscounted cash flows to approximately $612 below the carrying amount, and a five-year holding period would have reduced the excess to approximately $106.
Impairment of Goodwill and Finite-Lived Intangible Assets. As of September 30, 2026, goodwill was $68,497 and finite-lived intangible assets were $38,800. The sustained decline in our share price required an interim qualitative goodwill assessment, in which management weighed the market value of our common stock and Exchangeable Shares, together with the noncontrolling interest, which was approximately 10.6% below the carrying amount of our single reporting unit, and current-period losses against the other qualitative factors, and concluded that it was not more likely than not that the fair value of the reporting unit was below its carrying amount. For the platform asset group, management concluded that the losses incurred in the approximately seven months since GLDY launched on February 25, 2026 did not yet represent a history of losses associated with the use of the asset group. These judgments are reassessed each reporting period; a further decline in our market capitalization, or continued losses as the platform matures, could require a quantitative goodwill impairment test or a recoverability test of the platform asset group and could result in material impairment charges. We will perform our annual goodwill impairment assessment as of December 31, 2026.
Loan Receivable and Allowance for Credit Losses. Because our USDC loan receivable from the Liquidity Provider bears no stated interest, we recognized it at its present value of $4,592 using an imputed interest rate of 8.75%, with the resulting discount of $408 recorded as a prepaid liquidity support service cost. The imputed rate was developed from the one-year U.S. Treasury yield, the option-adjusted spread for single-B rated corporate bonds consistent with our internal credit assessment of the Liquidity Provider, and adjustments for illiquidity, structural subordination and digital-asset sector funding risk. A 100 basis point increase in the imputed rate would have increased the initial discount, and the related prepaid service cost, by approximately $42, and a 100 basis point decrease would have reduced them by approximately $43, with offsetting effects on interest income and general and administrative expense over the term of the loan and no effect on the amount due at maturity. We estimate the allowance for expected credit losses of $46 on the unsecured receivable using the probability of default associated with our internal credit rating of the Liquidity Provider over the remaining contractual term and an estimated loss given default of 72.6%. A one-notch downgrade in that internal rating, from B+ to B, would have increased the allowance by approximately $25 as of September 30, 2026, and a 10 percentage point increase in the loss-given-default assumption would have increased the allowance by approximately $6. Both the imputed rate and the expected-loss estimate require judgment regarding the Liquidity Provider’s credit risk, and a deterioration in its financial condition could cause the allowance to change materially in future periods.
We review our estimates and assumptions on an ongoing basis and recognize revisions in the period in which the estimates are revised and in any future periods affected. Our significant accounting policies are described in Note 3, Summary of Significant Accounting Policies, to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required under Regulation S-K for “smaller reporting companies.”
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2026. 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 assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2026, our disclosure controls and procedures were not effective due to the material weaknesses in our internal control over financial reporting described below and previously reported in our Annual Report on Form 10-K for the year ended December 31, 2025.
Material Weaknesses in Internal Control Over Financial Reporting
As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, management identified the following material weaknesses in the Company’s internal control over financial reporting as of December 31, 2025:
| (i) | inadequate identification, recording, and reporting of stock-based compensation; | |
| (ii) | ineffective review processes over period-end financial disclosure and reporting, including review of information produced by the entity (“IPE”); | |
| (iii) | inadequate segregation of duties for transaction posting and processing; and | |
| (iv) | ineffective review controls over business combinations and related financial instruments. |
Management has concluded that the material weaknesses did not result in a material misstatement of the Company’s annual or interim consolidated financial statements, and no previously issued financial statements have been restated. As described in Note 4 — Gold Lease Income, approximately $12 of gold lease income earned in the first quarter of 2026 was not recognized in the previously issued interim financial statements for that period and was recognized in the second quarter of 2026; management concluded that this out-of-period correction was not material to any previously issued or current-period financial statements. These material weaknesses had not been remediated as of September 30, 2026, and accordingly, management concluded that our disclosure controls and procedures were not effective as of September 30, 2026.
Remediation Plan
Management has initiated and continues to execute the remediation plan described in our Annual Report on Form 10-K for the year ended December 31, 2025 and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. The previously disclosed remediation actions, which continued during the three months ended September 30, 2026, include the following:
| ● | The hiring of a corporate controller with public-company technical accounting and financial reporting experience, as previously disclosed, to strengthen the Company’s accounting function, enhance the design and operation of controls over financial reporting, and support the timely preparation and review of the Company’s consolidated financial statements; during the quarter, the corporate controller participated in the monthly close and account reconciliation process; | |
| ● | Continued to enhance the Company’s formal review procedures over the recording and reporting of complex and non-routine transactions, including business combinations, consolidation of variable interest entities, equity and share-based compensation, and digital-asset arrangements; | |
| ● | Continued to engage third-party technical accounting and financial-reporting advisors to assist management in the analysis, documentation, and review of complex accounting matters; and | |
| ● | Continued to formalize and document key accounting policies, processes, and control activities, including segregation of duties and review controls over the financial statement close process. |
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In addition, during the three months ended September 30, 2026, management took the following remediation actions:
| ● | Documented technical accounting analyses, supporting schedules and management review procedures for transactions first entered into during the quarter, including the measurement of the loan receivable from the Liquidity Provider at present value using an imputed interest rate, the related accretion and prepaid service cost amortization schedules, the expected credit loss allowance, the noncontrolling interest effects of the loaned GLDY tokens, and the loan receivable; | |
| ● | Implemented a reconciliation of the Streamex Ltd. token register to the noncontrolling interest balance and a time-weighted attribution of Streamex Ltd.’s results to the noncontrolling interests for each quarter; | |
| ● | Performed a transaction-level review of general ledger expense activity for expense classification, vendor identification and related-party attributes using a structured expense allocation and vendor review workpaper; and | |
| ● | Implemented a monthly close checklist and account reconciliation process that reconciles balance sheet accounts to the general ledger trial balance, with documented review and resolution of reviewer comments, and a tie-out of the condensed consolidated financial statements and notes to supporting schedules. |
Management believes these actions, once fully implemented and operating effectively for a sufficient period of time, will remediate the underlying control deficiencies. The material weaknesses will not be considered remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. There can be no assurance that our remediation efforts will be successful or that our internal control over financial reporting will be effective as a result of these efforts.
Changes in Internal Control Over Financial Reporting
Other than the remediation actions taken during the three months ended September 30, 2026 described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We may be subject at times to other legal proceedings and claims, which arise in the ordinary course of our business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity.
For a description of our legal proceedings, see Note 20 — Commitments and Contingencies — Litigation to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
ITEM 1A. RISK FACTORS
Except for the following risk factors, there have been no material changes to the risk factors previously disclosed in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 31, 2026. The following risk factors supplement, and should be read in conjunction with, the risk factors disclosed in such Annual Report.
Our reliance on USDC as the primary settlement medium for GLDY transactions exposes us to risks related to stablecoin depegging, Circle Internet Financial, LLC’s (“Circle”) financial stability, and the broader banking relationships underlying USDC reserves.
Substantially all secondary-market transactions in GLDY — including instant-settlement purchases facilitated through our liquidity arrangements with the Liquidity Provider — are denominated and settled in USDC. USDC is not insured by the Federal Deposit Insurance Corporation (the “FDIC”), and Circle’s ability to maintain the 1:1 peg of USDC to the U.S. dollar depends on the sufficiency and liquidity of its reserves, which are held primarily in U.S. Treasury securities and cash deposits at regulated financial institutions.
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In March 2023, USDC temporarily lost its dollar peg after Circle disclosed that approximately $3,300,000 of its reserves were held at Silicon Valley Bank, which had entered FDIC receivership. Although the peg was subsequently restored, this event demonstrated the vulnerability of stablecoins to contagion from the traditional banking system. A similar or more prolonged depegging event could materially impair the ability of GLDY holders to redeem their tokens at fair value, reduce confidence in GLDY’s secondary market pricing, and require us to seek alternative settlement mechanisms on short notice.
Furthermore, the GENIUS Act, signed into law in July 2025, imposes new regulatory requirements on stablecoin issuers and their reserve management practices. To the extent that future regulatory actions restrict Circle’s operations, reduce USDC liquidity, or impose additional compliance burdens that affect our use of USDC, our ability to provide efficient settlement for GLDY could be materially and adversely affected.
A significant portion of our liquid resources has been deployed to the Liquidity Provider to support GLDY secondary-market liquidity, and we could lose all or part of those assets.
In early July 2026, we transferred $5,000 of USDC and 1,069 GLDY tokens to the Liquidity Provider under an interest-free loan agreement. The loan is unsecured, and the loaned assets are not held in a segregated or custodial account for our benefit. Under the agreement, if the loaned assets are lost or become inaccessible as a result of the insolvency or failure of a trading venue or other third party, and the loss did not result from the Liquidity Provider’s gross negligence, willful default or fraud, the amount owed to us is reduced accordingly and we bear the loss. Either party may terminate the arrangement on 30 days’ notice, following which the loan balance is required to be returned within two business days, but we cannot assure you that the loaned assets will be returned in full or on a timely basis, or that we could replace this liquidity support on comparable terms. The loss of all or part of these assets, or the loss of instant-settlement capacity for GLDY, could materially and adversely affect our liquidity, financial condition, operating results, and the market price of our common stock.
If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of our common stock and our ability to access the capital markets could be negatively impacted.
On October 7, 2026, we received a letter (the “Notice”) from the Nasdaq Listing Qualifications staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share. Under Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided a compliance period of 180 calendar days, or until April 5, 2027, to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of ten consecutive business days during the compliance period, unless the Staff exercises its discretion to require a longer period. In the event that we do not regain compliance by April 5, 2027, we may be eligible for an additional 180 calendar days if we meet the continued listing requirement for market value of publicly held shares and all other applicable initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and provide written notice of our intention to cure the deficiency during the second compliance period. If we do not qualify for the second compliance period or fail to regain compliance during the second compliance period, then Nasdaq will notify us of its determination to delist our common stock, at which point we will have an opportunity to appeal the delisting determination to a Hearings Panel.
No assurance can be given that we will be able to regain compliance with the Minimum Bid Price Requirement. Failure to meet applicable Nasdaq continued listing standards could result in a delisting of our common stock. A delisting of our common stock from Nasdaq could materially reduce the liquidity of our common stock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer business development opportunities.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
During the three months ended September 30, 2026, the Company did not sell any equity securities that were not registered under the Securities Act of 1933, as amended, that were not previously disclosed in a Current Report on Form 8-K or a prior periodic report.
On July 1, 2026, during the quarter ended September 30, 2026, the Board authorized a stock repurchase program permitting the repurchase of up to 10,000,000 shares of the Company’s common stock at a purchase price not exceeding $2.00 per share over a 12-month period. No shares were repurchased under the program during the three months ended September 30, 2026.
On August 1, 2026, the Company withheld 96,937 shares of common stock to satisfy the holders’ tax withholding obligations upon the net settlement of vested restricted stock units. The withheld shares were not purchased under the stock repurchase program.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
Change in Independent Registered Public Accounting Firm
As previously reported in a Current Report on Form 8-K filed with the SEC on July 13, 2026, on July 8, 2026, the Company dismissed CBIZ CPAs P.C. (“CBIZ CPAs”) as its independent registered public accounting firm. The decision to dismiss CBIZ CPAs was approved by the Audit Committee of the Board. As described below, the change in independent registered public accounting firm is not the result of any disagreement with CBIZ CPAs.
As previously disclosed in a Current Report on Form 8-K filed with the SEC on April 30, 2025, on April 30, 2025 Marcum LLP resigned, and CBIZ CPAs was appointed, as the Company’s independent registered public accounting firm as a result of the acquisition by CBIZ CPAs of the Marcum LLP attest business. The report of CBIZ CPAs on the Company’s financial statements as of and for the fiscal year ended December 31, 2025, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.
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From April 30, 2025 through July 8, 2026, (i) there were no “disagreements” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K promulgated by the SEC pursuant to the Securities Exchange Act of 1934, between the Company and CBIZ CPAs on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of CBIZ CPAs, would have caused CBIZ CPAs to make reference to the subject matter of the disagreement in connection with its report on the financial statements for such year, and (ii) there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K except for:
| ● | The material weaknesses in the Company’s internal control over financial reporting as initially reported in Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 31, 2026, related to (i) inadequate identification, recording and reporting of stock-based compensation, (ii) ineffective review processes over period-end financial disclosure and reporting, including review of information produced by the entity, (iii) inadequate segregation of duties for transaction posting and processing, and (iv) ineffective review controls over business combinations and related financial instruments, as further described in Part I, Item 4 of this Quarterly Report on Form 10-Q. |
On July 8, 2026, following approval by the Audit Committee of the Board, the Company engaged EisnerAmper LLP as its new independent registered public accounting firm to succeed CBIZ CPAs.
Rule 10b5-1 Trading Arrangements
None
of the Company’s directors or officers, as defined in Rule 16a-1(f) under the Exchange Act,
ITEM 6. EXHIBITS
| Exhibit No. | Description | |
| 31.1* | Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1** | Certification of Chief Executive Officer and Chief 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.LAB* |
Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE* |
Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
101.DEF* |
Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* Filed herewith.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| STREAMEX CORP. | ||
| Date: November 12, 2026 | By: | /s/ Henry McPhie |
| Henry McPhie | ||
| Chief Executive Officer (Principal Executive Officer) | ||
| Date: November 12, 2026 | By: | /s/ Christine Plummer |
| Christine Plummer | ||
| Chief Financial Officer (Principal Financial and Accounting Officer) | ||
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