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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| (Mark One) | ||
| ☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
| For the quarterly period ended September 30, 2025 | ||
| or | ||
| ☐ |
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: 001-40578
AVAX ONE TECHNOLOGY LTD.
(Exact name of registrant as specified in its charter)
| British ColumbiaA1 | Not Applicable | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
|
800 – 525 West 8th Avenue Vancouver, BC, Canada |
V5Z 1C6 | |
| (Address of principal executive offices) | (Zip Code) |
(604) 757-0952
(Registrant’s telephone number, including area code)
AgriForce Growing Systems, Ltd.
(Former name or former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Shares | AVX |
NASDAQ Capital Market |
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. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Non-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 Act). Yes ☐ No ☒
As of November 14, 2025, the registrant had 93,112,148 common shares, no par value per share, outstanding.
TABLE OF CONTENTS
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Cautionary Note Regarding Forward-Looking Information
This Quarterly Report on Form 10-Q contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements represent our expectations, beliefs, intentions or strategies concerning future events, including, but not limited to, any statements regarding our assumptions about financial performance; the continuation of historical trends; the sufficiency of our cash balances for future liquidity and capital resource needs; the expected impact of changes in accounting policies on our results of operations, financial condition or cash flows; anticipated problems and our plans for future operations; volatility and other risks of cryptocurrencies; and the economy in general or the future of the agriculture technology industry, all of which were subject to various risks and uncertainties.
When used in this Quarterly Report on Form 10- Q and other reports, statements, and information we have filed with the Securities and Exchange Commission (“Commission” or “SEC”), in our press releases, in our periodic reports on Forms 10-K and 10-Q, in oral statements made by or with the approval of an executive officer, the words or phrases “believes,” “may,” “will,” “expects,” “should,” “continue,” “anticipates,” “intends,” “will likely result,” “estimates,” “projects” or similar expressions and variations thereof are intended to identify such forward-looking statements. However, any statements contained in this Quarterly Report on Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. We caution that these statements by their nature involve risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of important factors.
We do not assume the obligation to update any forward-looking statement. You should carefully evaluate such statements in light of factors described in this quarterly report. In this Quarterly Report on Form 10-Q, AVAX One Technology Ltd. has identified important factors that could cause actual results to differ from expected or historic results. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete list of all potential risks or uncertainties.
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PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
AVAX ONE TECHNOLOGY LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, 2025 | December 31, 2024 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current | ||||||||
| Cash | $ | 894,701 | $ | 489,868 | ||||
| Digital assets | 1,079,429 | 26,282 | ||||||
| Other receivables | 187,758 | 115,520 | ||||||
| Deposit receivable | 58,177 | 73,849 | ||||||
| Prepaid expenses and other current assets | 758,233 | 314,252 | ||||||
| Inventories | 5,961 | 5,961 | ||||||
| Current assets in discontinued operations | - | 281,501 | ||||||
| Total current assets | $ | 2,984,259 | 1,307,233 | |||||
| Non-current | ||||||||
| Property and equipment, net | 4,691,326 | 808,895 | ||||||
| Intangible assets, net | 7,248,588 | 7,813,576 | ||||||
| Goodwill | 1,535,333 | - | ||||||
| Lease deposit | 50,079 | 45,224 | ||||||
| Long-term assets in discontinued operations | - | 789,055 | ||||||
| Total assets | $ | 16,509,585 | $ | 10,763,983 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current | ||||||||
| Accounts payable and accrued liabilities | 2,669,631 | $ | 2,484,184 | |||||
| Debentures | 1,372,679 | 1,443,209 | ||||||
| Derivative liabilities, current | - | 293,761 | ||||||
| Loan payable | 275,000 | - | ||||||
| Current liabilities in discontinued operations | - | 99,111 | ||||||
| Total current liabilities | 4,317,310 | 4,320,265 | ||||||
| Non-current | ||||||||
| Derivative liabilities | - | 191,902 | ||||||
| Long-term debt | 41,736 | 41,699 | ||||||
| Long-term liabilities in discontinued operations | - | 98,864 | ||||||
| Total liabilities | 4,359,046 | 4,652,730 | ||||||
| Commitments and contingencies | - | - | ||||||
| Shareholders’ equity | ||||||||
| Common shares, no par value per share - unlimited shares authorized, 4,128,089 and 172,255 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively * | 84,407,522 | 65,042,657 | ||||||
| Additional paid in capital | 6,159,083 | 2,964,795 | ||||||
| Obligation to issue shares | 44,214 | 44,214 | ||||||
| Accumulated deficit | (77,339,142 | ) | (60,782,119 | ) | ||||
| Accumulated other comprehensive income (loss) | (1,121,138 | ) | (1,158,294 | ) | ||||
| Total shareholders’ equity | 12,150,539 | 6,111,253 | ||||||
| Total liabilities and shareholders’ equity | $ | 16,509,585 | $ | 10,763,983 | ||||
| * | reflects the 1:9 reverse stock split effected on July 28, 2025 and 1:100 reverse stock split effected on December 5, 2024. |
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Interim Financial Statements.
|
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AVAX ONE TECHNOLOGY LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
| Three Months Ended September 30 | Nine Months Ended September 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| REVENUE | $ | 525,915 | $ | - | $ | 1,251,124 | $ | - | ||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Cost of revenue, excluding depreciation | $ | 265,908 | $ | - | $ | 728,762 | $ | - | ||||||||
| Consulting | 2,605 | 141,694 | 190,075 | 327,794 | ||||||||||||
| Depreciation and amortization | 311,069 | 163,544 | 874,238 | 493,468 | ||||||||||||
| Intangible asset impairment | - | 4,137,271 | - | 4,137,271 | ||||||||||||
| Investor and public relations | 290,622 | 61,814 | 400,693 | 104,460 | ||||||||||||
| Lease expense | 9,476 | 782 | 22,491 | 59,358 | ||||||||||||
| Office and administrative | 186,167 | 277,438 | 545,608 | 853,881 | ||||||||||||
| Professional fees | 198,142 | 91,852 | 770,998 | 417,335 | ||||||||||||
| Repairs and maintenance | 207,002 | - | 407,393 | - | ||||||||||||
| Research and development | (48,141 | ) | 1,135 | 18,775 | 5,087 | |||||||||||
| Sales and marketing | 45,087 | 20,281 | 113,780 | 79,022 | ||||||||||||
| Severance expense | - | - | 124,983 | - | ||||||||||||
| Share-based compensation | 1,138,108 | 63,552 | 1,346,606 | 127,674 | ||||||||||||
| Shareholder and regulatory | 31,694 | 13,431 | 151,353 | 98,880 | ||||||||||||
| Travel and entertainment | 821 | 23,757 | 9,114 | 31,915 | ||||||||||||
| Wages and salaries | 547,512 | 486,521 | 1,632,850 | 1,205,741 | ||||||||||||
| Bitcoin unrealized (gain) loss market valuation | (259 | ) | - | (80,577 | ) | - | ||||||||||
| Realized gain on sale of Bitcoin | (48,371 | ) | - | (48,371 | ) | - | ||||||||||
| Write-off of inventory | - | - | - | 38,470 | ||||||||||||
| Total operating expenses | 3,137,442 | 5,483,072 | 7,208,771 | 7,980,356 | ||||||||||||
| Operating loss | (2,611,527 | ) | (5,483,072 | ) | (5,957,647 | ) | (7,980,356 | ) | ||||||||
| OTHER EXPENSES | ||||||||||||||||
| Accretion of interest on debentures | 383,290 | 469,684 | 2,320,917 | 2,672,765 | ||||||||||||
| Change in fair value of derivative liabilities | - | (505,628 | ) | (2,976,911 | ) | (1,198,554 | ) | |||||||||
| Foreign exchange (gain) loss | (4,078 | ) | 67,699 | 73,548 | (26,819 | ) | ||||||||||
| Loss (gain) on conversion of convertible debt | - | 235,376 | (86,563 | ) | 1,627,858 | |||||||||||
| Loss (Gain) on debt extinguishment | 5,389,071 | (75,119 | ) | 10,119,711 | 2,223,250 | |||||||||||
| Loss (Gain) on extinguishment of warrant liability | - | (14,769 | ) | - | (14,769 | ) | ||||||||||
| Other income | - | (28,956 | ) | (51,997 | ) | (102,762 | ) | |||||||||
| Other loss | 15,657 | - | - | 4,252 | ||||||||||||
| Net loss from continuing operations | $ | (8,395,467 | ) | $ | (5,631,359 | ) | (15,356,352 | ) | $ | (13,165,577 | ) | |||||
| Gain (loss) from operations of discontinued component | 20,511 | (216,006 | ) | (320,189 | ) | (241,587 |
) | |||||||||
| Gain (loss) on disposal of discontinued operations | 23,630 | - | (880,482 | ) | - | |||||||||||
| Net gain (loss) from discontinued operations | 44,141 | (216,006 |
) | (1,200,671 | ) | (241,587 |
) | |||||||||
| Net loss | $ | (8,351,326 | ) | $ | (5,847,365 | ) | $ | (16,557,023 | ) | $ | (13,407,164 | ) | ||||
| Other comprehensive loss | ||||||||||||||||
| Foreign currency translation | - | 179,950 | 37,156 | (228,699 | ) | |||||||||||
| Comprehensive loss attributable to common shareholders | $ | (8,351,326 | ) | $ | (5,667,415 | ) | $ | (16,519,867 | ) | $ | (13,635,863 | ) | ||||
| Basic and diluted net loss per common share for continuing operations | $ | (5.58 | ) | $ | (55.08 | ) | $ | (23.04 | ) | $ | (235.41 | ) | ||||
| Basic and diluted net loss per common share for discontinued operations | $ | 0.03 | $ | (2.11) | $ | (1.80 | ) | $ | (4.32 | ) | ||||||
| Basic and diluted net loss per common share, total | $ | (5.55 | ) | $ | (57.19 | ) | $ | (24.85 | ) | $ | (239.73 | ) | ||||
| Weighted average number of commons shares outstanding - basic and diluted | 1,505,204 | 102,240 | 666,376 | 55,926 | ||||||||||||
| * | reflects the 1:9 reverse stock split effected on July 28, 2025 and 1:100 reverse stock split effected on December 5, 2024. |
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Interim Financial Statements.
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AVAX ONE TECHNOLOGY LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)
| For the three months ended September 30, 2025 | ||||||||||||||||||||||||||||
| Common shares | Obligation | Accumulated other | Total | |||||||||||||||||||||||||
|
# of Shares |
Amount |
Additional paid-in-capital |
to issue shares |
Accumulated Deficit | comprehensive income (loss) | shareholders’ equity | ||||||||||||||||||||||
| Balance, July 1, 2025 | 420,901 | $ | 68,345,760 | $ | 5,777,963 | $ | 44,214 | $ | (68,987,816 | ) | $ | (1,121,138 | ) | $ | 4,058,983 | |||||||||||||
| Shares issued for conversion of convertible debt | 2,559,800 | 13,240,311 | - | - | - | - | 13,240,311 | |||||||||||||||||||||
| Shares issued for cash, net of issuance costs | 424,078 | 1,259,066 | - | - | - | - | 1,259,066 | |||||||||||||||||||||
| Shares issued for compensation | 489,450 | 1,168,324 | - | - | - | - | 1,168,324 | |||||||||||||||||||||
| Shares issued for consulting services | 7,496 | 50,000 | - | - | - | - | 50,000 | |||||||||||||||||||||
| Warrants issued with convertible debt | - | - | 381,120 | - | - | - | 381,120 | |||||||||||||||||||||
| Shares issued on exercise of warrants | 226,364 | 344,061 | - | - | - | - | 344,061 | |||||||||||||||||||||
| Net loss | - | - | - | - | (8,351,326 | ) | - | (8,351,326 | ) | |||||||||||||||||||
| Balance, September 30, 2025 | 4,128,089 | $ | 84,407,522 | $ | 6,159,083 | $ | 44,214 | $ | (77,339,142 | ) | $ | (1,121,138 | ) | $ | 12,150,539 | |||||||||||||
| For the nine months ended September 30, 2025 | ||||||||||||||||||||||||||||
| Common shares | Obligation | Accumulated other | Total | |||||||||||||||||||||||||
|
# of Shares |
Amount |
Additional paid-in-capital |
to issue shares |
Accumulated Deficit | comprehensive income (loss) | shareholders’ equity | ||||||||||||||||||||||
| Balance, January 1, 2025 | 172,255 | $ | 65,042,657 | $ | 2,964,795 | $ | 44,214 | $ | (60,782,119 | ) | $ | (1,158,294 | ) | $ | 6,111,253 | |||||||||||||
| Shares issued for conversion of convertible debt | 2,774,169 | 16,161,914 | - | - | - | - | 16,161,914 | |||||||||||||||||||||
| Shares issued for cash, net of issuance costs | 424,078 | 1,259,066 | - | - | - | - | 1,259,066 | |||||||||||||||||||||
| Shares issued for compensation | 518,171 | 1,490,824 | - | - | - | - | 1,490,824 | |||||||||||||||||||||
| Shares issued for consulting services | 7,496 | 50,000 | 50,000 | |||||||||||||||||||||||||
| Reclassification of derivative liabilities to additional-paid-in capital | - | - | 2,771,503 | - | - | - | 2,771,503 | |||||||||||||||||||||
| Warrants issued with convertible debt | - | - | 422,785 | - | - | - | 422,785 | |||||||||||||||||||||
| Shares issued on exercise of warrants | 231,920 | 403,061 | 403,061 | |||||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||||||
| Net loss | - | - | - | - | (16,557,023 | ) | - | (16,557,023 | ) | |||||||||||||||||||
| Foreign currency translation | - | - | - | - | - | 37,156 | 37,156 | |||||||||||||||||||||
| Balance, September 30, 2025 | 4,128,089 | $ | 84,407,522 | $ | 6,159,083 | $ | 44,214 | $ | (77,339,142 | ) | $ | (1,121,138 | ) | $ | 12,150,539 | |||||||||||||
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| For the three months ended September 30, 2024 | ||||||||||||||||||||||||||||
| Common shares | Obligation | Accumulated other | Total | |||||||||||||||||||||||||
|
# of Shares |
Amount |
Additional paid-in-capital |
to issue shares |
Accumulated Deficit | comprehensive income (loss) | shareholders’ equity | ||||||||||||||||||||||
| Balance, July 1, 2024 | 93,704 | $ | 61,085,023 | $ | 2,953,883 | $ | 86,432 | $ | (52,067,103 | ) | $ | (735,245 | ) | $ | 11,322,990 | |||||||||||||
| Shares issued for conversion of convertible debt | 10,556 | 708,000 | - | - | - | - | 708,000 | |||||||||||||||||||||
| Shares issued for compensation | 566 | 42,218 | - | (42,218 | ) | - | - | - | ||||||||||||||||||||
| Shares issued for business combination | 5,556 | 295,000 | - | - | - | - | 295,000 | |||||||||||||||||||||
| Share-based compensation | - | - | 10,912 | - | - | - | 10,912 | |||||||||||||||||||||
| Net loss | - | - | - | - | (5,847,365 | ) | - | (5,847,365 | ) | |||||||||||||||||||
| Foreign currency translation | - | - | - | - | - | 179,950 | 179,950 | |||||||||||||||||||||
| Balance, September 30, 2024 | 110,382 | $ | 62,130,241 | $ | 2,964,795 | $ | 44,214 | $ | (57,914,468 | ) | $ | (555,295 | ) | $ | 6,669,487 | |||||||||||||
| For the nine months ended September 30, 2024 | ||||||||||||||||||||||||||||
| Common shares | Obligation | Accumulated other | Total | |||||||||||||||||||||||||
|
# of Shares |
Amount |
Additional paid-in-capital |
to issue shares |
Accumulated Deficit | comprehensive income (loss) | shareholders’ equity | ||||||||||||||||||||||
| Balance, January 1, 2024 | 6,490 | $ | 49,828,942 | $ | 3,472,444 | $ | 97,094 | $ | (44,507,304 | ) | $ | (326,596 | ) | $ | 8,564,580 | |||||||||||||
| Shares issued for conversion of convertible debt | 97,221 | 11,332,607 | - | - | - | - | 11,332,607 | |||||||||||||||||||||
| Shares issued for compensation | 950 | 115,639 | - | (52,880 | ) | - | - | 62,759 | ||||||||||||||||||||
| Shares issued for consulting services | 158 | 27,624 | - | - | - | - | 27,624 | |||||||||||||||||||||
| Shares issued for business combination | 5,556 | 295,000 | - | - | - | - | 295,000 | |||||||||||||||||||||
| Shares issued on conversion of prefunded warrants | 7 | 530,429 | (530,429 | ) | - | - | - | - | ||||||||||||||||||||
| Share-based compensation | - | - | 22,780 | - | - | - | 22,780 | |||||||||||||||||||||
| Net loss | - | - | - | - | (13,407,164 | ) | - | (13,407,164 | ) | |||||||||||||||||||
| Foreign currency translation | - | - | - | - | - | (228,699 | ) | (228,699 | ) | |||||||||||||||||||
| Balance, September 30, 2024 | 110,382 | $ | 62,130,241 | $ | 2,964,795 | $ | 44,214 | $ | (57,914,468 | ) | $ | (555,295 | ) | $ | 6,669,487 | |||||||||||||
| * | reflects the 1:9 reverse stock split effected on July 28, 2025 and 1:100 reverse stock split effected on December 5, 2024. |
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Interim Financial Statements.
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AVAX ONE TECHNOLOGY LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
| For the Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss for the period | $ | (16,557,023 | ) | $ | (13,407,164 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 904,804 | 499,187 | ||||||
| Impairment of intangible assets | - | 4,137,271 | ||||||
| Share-based compensation | 1,490,824 | 22,780 | ||||||
| Shares issued for consulting services | 50,000 | 27,624 | ||||||
| Shares issued for compensation | - | 62,759 | ||||||
| Amortization of debt issuance costs | 2,295,657 | 2,619,362 | ||||||
| Amortization of power purchase agreement | 177,171 | - | ||||||
| Change in fair value of derivative liabilities | (2,976,911 | ) | (1,198,554 | ) | ||||
| Loss (gain) on debt conversion | (86,563 | ) | 1,627,858 | |||||
| Loss on debt extinguishment | 10,119,711 | 2,223,250 | ||||||
| Loss on disposal of business | 880,482 | - | ||||||
| Loss on disposal of fixed assets | - | 4,252 | ||||||
| Loss on long-term investment | - | 97,488 | ||||||
| Realized (gains) losses on sale of Bitcoin | (48,371 | ) | - | |||||
| Bitcoin unrealized (gain) loss market valuation | (80,577 | ) | - | |||||
| Changes in operating assets and liabilities: | ||||||||
| Revenue from digital assets production | (1,250,593 | ) | - | |||||
| Accounts receivable | - | (164 | ) | |||||
| Other receivables | (79,721 | ) | 7,213 | |||||
| Prepaid expenses and other current assets | (198,962 | ) | (226,810 | ) | ||||
| Inventories | - | (8,317 | ) | |||||
| Accounts payable and accrued liabilities | 84,355 | 82,610 | ||||||
| Lease deposit asset | (108,557 | ) | 15,502 | |||||
| Contract liabilities | - | (15,336 | ) | |||||
| Other liabilities | (50,000 | ) | - | |||||
| Net cash used in operating activities | (5,434,274 | ) | (3,429,189 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Bald Eagle acquisition | (4,765,000 | ) | - | |||||
| Acquisition of equipment | (1,080,348 | ) | - | |||||
| Sale of digital assets | 328,526 | - | ||||||
| Purchase of note payable | - | (202,093 | ) | |||||
| Cash consideration paid for business combination | - | (153,986 | ) | |||||
| Net cash used in investing activities | (5,516,822 | ) | (356,079 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from common shares issued for cash | 1,320,737 | - | ||||||
| Share issuance costs paid | (61,672 | ) | - | |||||
| Proceeds from debentures - net of discount | 9,795,000 | 2,250,000 | ||||||
| Repayment of convertible debentures | (110,000 | ) | (802,282 | ) | ||||
| Proceeds from loan payable | 275,000 | - | ||||||
| Proceeds from warrants exercised | 403,061 | - | ||||||
| Financing costs of debentures | (157,000 | ) | (84,463 | ) | ||||
| Net cash provided by financing activities | 11,465,126 | 1,363,255 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | (109,197 | ) | (83,271 | ) | ||||
| Change in cash | 404,833 | (2,505,284 | ) | |||||
| Cash, beginning of period | 489,868 | 3,878,578 | ||||||
| Cash, end of period | 894,701 | 1,373,294 | ||||||
| Supplemental cash flow information: | ||||||||
| Cash paid during the period for interest | $ | 53,403 | ||||||
| Supplemental disclosure of non-cash investing and financing transactions: | ||||||||
| Initial fair value of debenture warrants (“Fifth Tranche Warrants”) | $ | - | $ | 564,000 | ||||
| Initial fair value of conversion feature of debentures (“Fifth Tranche Debentures”) | $ | - | $ | 359,000 | ||||
| Initial fair value of debenture warrants (“Sixth Tranche Warrants”) | $ | - | $ | 242,000 | ||||
| Initial fair value of conversion feature of debentures (“Sixth Tranche Debentures”) | $ | - | $ | 198,000 | ||||
| Initial fair value of debenture warrants (“Seventh Tranche Warrants”) | $ | - | $ | 369,000 | ||||
| Initial fair value of conversion feature of debentures (“Seventh Tranche Debentures”) | $ | - | $ | 297,000 | ||||
| Initial fair value of debenture warrants (“January 2025 Tranche Warrants”) | $ | 3,722,310 | $ | - | ||||
| Initial fair value of conversion feature of debentures (“January 2025 Tranche Debentures”) | $ | 1,012,000 | $ | - | ||||
| Initial fair value of debenture warrants (“March 2025 Tranche Warrants”) | $ | 428,350 | $ | - | ||||
| Initial fair value of conversion feature of debentures (“March 2025 Tranche Debentures”) | $ | 171,000 | $ | - | ||||
| Initial fair value of debenture warrants (“May 2025 Tranche Warrants”) | $ | 41,665 | $ | - | ||||
| Initial fair value of debenture warrants (“July 2025 Tranche Warrants”) | $ | 220,644 | $ | - | ||||
| Initial fair value of debenture warrants (“September 2025 Tranche Warrants”) | $ | 160,476 | $ | - | ||||
| Shares issued for conversion of convertible debt | 16,161,914 | 11,332,607 | ||||||
| Reclassification of derivative liabilities | $ | 2,771,503 | $ | - | ||||
| Forgiveness of note payable in business combination | $ | - | $ | 202,093 | ||||
| Initial fair value of contingent consideration for business combination | $ | - | $ | 79,000 | ||||
| Cancellation of investment balance due to business combination | $ | - | $ | 118,850 | ||||
| Conversion of prefunded warrants to equity | $ | - | $ | 530,429 | ||||
| Shares issued for business combination | - | 295,000 | ||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Interim Financial Statements.
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NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the nine months ended September 30, 2025 and 2024 (unaudited)
(Expressed in US Dollars, except where noted)
1. NATURE OF OPERATIONS AND BASIS OF PREPARATION
Business Overview
AVAX One Technology, Ltd., formerly known as AgriFORCE Growing Systems Ltd., (“AVAX One” or the “Company”) was incorporated on December 22, 2017 as a private company by filing of Articles of Incorporation in the Province of British Columbia pursuant to the provisions of the Business Corporations Act (British Columbia). The Company’s registered and records office address is at 800 – 525 West 8th Avenue, Vancouver, British Columbia, Canada, V5Z 1C6. On November 13, 2025, the Company changed its name to AVAX One Technology Ltd. (the defined term the “Company” also includes the recent name change entity to AVAX One Technology Ltd.) and its Nasdaq ticker symbol to AVX.
In the fourth quarter of 2024, the Company commenced operations as a sustainable bitcoin miner, and the Company now owns and operates three Bitcoin mining facilities, one in Alberta, Canada and two in Ohio, for a total of 1,522 BITMAIN Antminer S19j units, 81 BITMAIN Antminer S19k Pro units and 50 BITMAIN Antminer S21 XP units. These facilities are powered by flared natural gas, demonstrating the Company’s promotion of sustainable energy and environmental stewardship.
Transition to AVAX One
On September 22, 2025, the Company entered into subscription agreements (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”) with certain institutional and accredited investors (each, an “Investor” and collectively, the “Investors”), pursuant to which the Company, subject to the restrictions and upon satisfaction of the conditions in the Subscription Agreements, agreed to sell in one or more private placement transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Offering”), to the Investors Company common shares, no par value per share (in generality, the “Common Shares”, and the aggregate number thereof referenced in this sentence, the “Shares”). The per Share purchase price was $2.36 (the “Share Price”).
On November 5, 2025 (the “Closing Date”), upon the satisfaction of all conditions in the Subscription Agreements, the PIPE Transaction closed, and the Company issued to the Investors an aggregate of 86,690,657 Common Shares and pre-funded warrants (the “Pre-Funded Warrants”) exercisable for an aggregate of 6,123,837 Common Shares in the PIPE Transaction. The Common Shares were sold at an offering price of $2.36 per Common Share, and the Pre-Funded Warrants were sold at an offering price of $2.3599 per Pre-Funded Warrant, which represents the per share offering price less the $0.0001 per share exercise price for each such Pre-Funded Warrant.
The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.
Of the aggregate $219.0 million purchase price for the Shares, an aggregate of (i) $145.4 million was paid in cash, the cryptocurrency stablecoin commonly referred to as USDC (“USDC”) based on a purchase price of $1.00 per USDC, and the cryptocurrency stablecoin commonly referred to as USDT (“USDT” and together with USDC, “Stablecoins”) based on a purchase price of $1.00 per USDT, and (ii) $73.7 million was paid in the native cryptocurrency of the Avalanche Network, referred to as AVAX Tokens (“AVAX Tokens”), which was valued for purposes of the Subscription Agreements at the volume-weighted average price of an AVAX Token (rounded to two decimal places) during the 14 consecutive calendar days ending on the Funding Payment Deadline (as defined in the Subscription Agreements) based on midnight UTC, calculated by using the hourly volume and the Messari Price as reported on messari.io (the “Specified AVAX Token Value”).
As of the Closing Date and after giving effect to the Common Shares (but not pre funded warrants) issued in the PIPE transaction, there were 93,112,148 Common Shares issued and outstanding.
Cohen & Company Securities, LLC acted as the sole placement agent in connection with the Offering.
The Company intends to use up to $10 million of the cash net proceeds from the Offering for general corporate purposes initiated after closing and for pre-existing working capital commitments or obligations, and the remaining cash net proceeds for the acquisition of AVAX Tokens. The AVAX Tokens acquired, together with the remaining net proceeds, will be used for the establishment of the Company’s cryptocurrency treasury operations to the extent consistent with the Company’s investment policy as amended or otherwise modified from time to time. In connection with the announcement of the Offering, the Company announced the launch of its digital asset treasury reserve strategy, which became effective upon the closing of the Offering, pursuant to which the Company plans to use AVAX Tokens as its primary treasury reserve asset on an ongoing basis.
The Company also intends to continue substantive operation of its Bitcoin mining business. The Company’s current management team, consisting of Jolie Kahn, as Chief Executive Officer, and Chris Polimeni, as Chief Financial Officer, will continue in their respective roles with the Company after the closing of the Offering. Furthermore, with the exception of Amy Griffith who is continuing as a director of the Company after closing, all prior directors of the Company resigned on the Closing Date of the Offering and were replaced by the newly appointed directors.
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Registration Rights
In the Subscription Agreements, the Company agreed to, among other things, use reasonable best efforts to submit or file with the Securities and Exchange Commission (the “SEC”), within 30 calendar days after the closing of the Offering, a registration statement on Form S-3 (or Form S-1 if Form S-3 is not available) (the “Registration Statement”), registering the resale of the Registrable Securities (as defined below), and the Company agreed to use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after filing and upon the earlier of (i) the twenty-fifth (25th) business day (or sixtieth (60th) business day if the SEC notifies the Company that it will “review” the Registration Statement) following the filing date and (ii) the 5th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review. The Company agreed to use commercially reasonable efforts to maintain the effectiveness of the Registration Statement until the earlier of (a) the Investors cease to hold any Registrable Securities, (b) the date all Registrable Securities held by the Investors may be sold without restriction under Rule 144 of the Securities Act, including without any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and without the requirement for the Issuer to be in compliance with the current public information required under Rule 144, and (c) three years from the effective date of the Registration Statement. “Registrable Securities” means the Shares and any Common Shares issued or issuable with respect to the Shares as a result of any stock split or subdivision, stock dividend, recapitalization, exchange or similar event.
Asset Management Agreement
On September 18, 2025, the Company entered into an Asset Management Agreement (the “Asset Management Agreement”) with Hivemind Capital Partners, LLC (the “Asset Manager”). The Asset Manager shall provide discretionary asset management services with respect to, among other assets (including without limitation certain subsequently raised, received or allocated funds or assets), the Company’s proceeds from the Offering (the “Account Assets”) in connection with any of the Company’s digital asset strategies, in accordance with the terms of the Asset Management Agreement. The custodians under the Asset Management Agreement will consist of cryptocurrency wallet providers agreed to by the Company and the Asset Manager. The Asset Management Agreement will become effective upon closing of the Offering.
The Company shall pay the Asset Manager an annual management fee (the “Management Fee”) equal to one and one-quarter percent (1.25%) of the Account Size (as defined in the Asset Management Agreement). The Management Fee will be calculated and payable quarterly in advance, as of the first business day of each calendar quarter. In addition to the Management Fee, the Company will reimburse the Asset Manager for all documented out-of-pocket expenses incurred by the Asset Manager in connection with the performance of the Asset Manager’s duties under the Asset Management Agreement.
The Asset Management Agreement will, unless early terminated, continue in effect until the tenth anniversary of the Effective Date (as defined in the Asset Management Agreement) and, unless a party to the agreement elects to not continue the effectiveness of the Asset Management Agreement, will continue for successive five-year renewal periods upon the mutual agreement of the Asset Manager and the Company. The Asset Management Agreement may be terminated at any time for cause (i) by the Company upon at least 30 days prior written notice to the Asset Manager and (ii) by the Asset Manager upon at least 60 days prior written notice to the Company. The Asset Manager may immediately terminate the Asset Management Agreement upon written notice to the Company if the Asset Manager reasonably determines that the continuation of its services or the Asset Management Agreement would result in a violation of any applicable law, regulation, or regulatory guidance.
Strategic Advisor Agreement
On the Closing Date, in connection with the closing of the PIPE Transaction, the Company entered into two Strategic Advisor Agreements (each, a “Strategic Advisor Agreement” and collectively, the “Strategic Advisor Agreements”) with each of Anthony Scaramucci (through Ground Tunnel Capital LLC) and Brett Tejpaul (Messrs. Scaramucci and Tejpaul are collectively referred to as the “Strategic Advisors”), pursuant to which the Company engaged the Strategic Advisors to provide strategic advice and guidance relating to the Company’s business, operations, growth initiatives and industry trends in the digital asset and financial services sector for an initial term of one year, which will automatically renew for up to two successive one year periods unless the respective Strategic Advisor or the Company provides written notice of its intention not to extend. Either the Company or the Strategic Advisor may terminate a Strategic Advisor Agreement upon 30 days’ prior written notice to the other party in the event of a material breach that remains uncured at the end of such 30-day period or immediately upon written notice to the other party in the event of willful misconduct, gross negligence, or fraud by such other party or any allegation thereof.
Pursuant to the terms of each Strategic Advisor Agreement, the Company issued to the Strategic Advisors an aggregate of 928,145 restricted Common Shares (the “Strategic Advisor Shares”). These Shares vest monthly over a period of 36 months in equal increments in the aggregate of 1/36 of the total Strategic Advisor Shares per month, and if the Agreements are terminated at the end of any one year period, any unvested shares will be forfeited. The Strategic Advisor Agreements also contain customary representations and warranties, confidentiality provisions and limitations on liability.
On September 17, 2025, the Company’s Board of Directors approved the issuance of restricted Common Shares to the following parties in transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, which shares shall be issued on September 18, 2025 at a price equal to the per share closing price on September 17, 2025. All shares issued hereunder are subject to lockup agreements entered into by those officers and directors in January 2025.
Each of directors, David Welch, John Meekison, Elaine Goldwater and Richard Levychin, received 42,194 restricted common shares, and director, Amy Griffith received 21,097 restricted common shares.
Jolie Kahn received 46,413 restricted common shares owed to her for compensation due for prior services rendered.
Each of Jolie Kahn and Chris Polimeni received an equity bonus of 105,485 restricted common shares in recognition of prior services to the Company.
David Welch shall receive 42,194 restricted common shares in recognition of prior services to the Company.
On September 15, 2025 and September 17, 2025, Company common shares were issued to the following parties in partial conversion of the Debentures previously issued to them by the Company in transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
SCHEDULE OF COMMON SHARES WERE ISSUED TO THE FOLLOWING PARTIES
| 09/15/25 | Pioneer Capital Anstalt | 156,155 | ||||
| 09/17/25 | Anson Investments Master Fund | 193,440 | ||||
| 09/17/25 | Anson East Master Fund LP | 54,560 |
Basis of Presentation
The accompanying Unaudited Condensed Consolidated Interim Financial Statements and related financial information of AVAX Technology Ltd. should be read in conjunction with the audited financial statements and the related notes thereto for the years ended December 31, 2024 and 2023 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on April 7, 2025. These unaudited interim financial statements have been prepared in accordance with the rules and regulations of the United States Securities and Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements.
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In the opinion of management, the accompanying interim financial statements contain all adjustments which are necessary to state fairly the Company’s financial position as of September 30, 2025 and December 31, 2024, and the results of its operations and cash flows during the nine months ended September 30, 2025 and 2024. Such adjustments are of a normal and recurring nature. The results for the nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2025, or for any future period.
Reverse Stock Split
On July 28, 2025, the Company effected a one-for-nine reverse stock split of the Company’s issued and outstanding common shares (the “Reverse Split”). As a result of the Reverse Split, every 9 shares of the Company’s old common shares were converted into one share of the Company’s new common shares. Fractional shares resulting from the Reverse Split were sold at the then prevailing price on the open market, with the proceeds being distributed on a pro-rata basis to the impacted stockholders. The Reverse Split automatically and proportionately adjusted all issued and outstanding shares of the Company’s common shares, as well as convertible debentures, convertible features, prefunded warrants, stock options and warrants outstanding at the time of the date of the Reverse Split. The exercise price on outstanding equity-based grants was proportionately increased, while the number of shares available under the Company’s equity-based plans was proportionately reduced. Share and per share data (except par value) for the periods presented reflect the effects of the Reverse Split. References to numbers of common shares and per share data in the accompanying financial statements and notes thereto for periods ended prior to July 28, 2025 have been adjusted to reflect the Reverse Split on a retroactive basis.
2. SIGNIFICANT ACCOUNTING POLICIES
Recent Accounting Pronouncements
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the Jumpstart Our Business Start-ups Act of 2012, (the “JOBS Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934, as amended, for complying with new or revised accounting standards applicable to public companies. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 requires companies to provide enhanced rate reconciliation disclosures, including disclosure of specific categories and additional information for reconciling items. The standard also requires companies to disaggregate income taxes paid by federal, state and foreign taxes. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a retrospective or prospective basis. The amendments are effective for the Company for the fiscal year ended December 31, 2025. The Company is currently evaluating the impact of adopting the standard.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The requires additional disclosures of certain expenses in the notes of the financial statements, to provide enhanced transparency into the expense captions presented on the Consolidated Statements of Operations. Additionally, in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), to clarify the effective date of ASU 2024-03. The new standard is effective for the Company for its annual periods beginning January 1, 2027 and for interim periods beginning January 1, 2028, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard.
Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.
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Digital assets
Bitcoin awarded to the Company through its mining activities is accounted for in connection with the Company’s revenue recognition policy.
Digital assets are classified on the Company’s condensed consolidated interim balance sheet as a current asset due to the Company’s ability to sell it in a highly liquid marketplace and its intent to liquidate a portion of its Bitcoin to support operations as needed. The Company measures digital assets at fair value with changes recognized in operating expenses in the condensed consolidated interim statement of operations. The Company tracks its cost basis of digital assets in accordance with the first-in-first-out (“FIFO”) method of accounting.
Sales of Bitcoin by the Company are typically included within the investing activities on the condensed consolidated interim statement of cash flows since such Bitcoin is typically not sold nearly immediately after being produced. The Company will monitor its cash needs and sell Bitcoin in the future to fund its cash expenditures as needed. The aggregate cost basis of the Company’s Bitcoin as of September 30, 2025 was $998,852 (December 31, 2024 - $25,246). The Company held 9.4 BTC as of September 30, 2025 (December 31, 2024 – 0.3). In the quarter ended September 30, 2025, the Company sold two (2) BTC for $222,586 (December 31, 2024 – nil).
SCHEDULE OF FAIR VALUE OF BITCOIN
| September 30, 2025 | September 30, 2024 | |||||||||||||||||||||||
| Quantity | Cost Basis | Fair Value | Quantity | Cost Basis | Fair Value | |||||||||||||||||||
| Bitcoin | 9.4159 | $ | 998,852 | $ | 1,079,429 | - | - | - | ||||||||||||||||
The following table presents information regarding the mining operations including production and sales of mined Bitcoin:
SCHEDULE OF INFORMATION REGARDING THE MINING OPERATIONS
| September 30, 2025 | September 30, 2024 | |||||||||||||||
| Quantity | Amounts | Quantity | Amounts | |||||||||||||
| Balance as of December 31, 2024 | 0.2702 | $ | 25,246 | - | - | |||||||||||
| Revenue recognized from Bitcoin mined | 12.1512 | 1,250,592 | - | - | ||||||||||||
| Proceeds from sale of Bitcoin | (3.0010 | ) | (328,526 | ) | - | - | ||||||||||
| Realized gain from sale of Bitcoin | - | 48,371 | - | - | ||||||||||||
| Change in fair value of Bitcoin | - | 80,577 | - | - | ||||||||||||
| Transaction fees & other | (0.0045 | ) | 3,169 | - | - | |||||||||||
| Balance as of September 30, 2025 | 9.4159 | $ | 1,079,429 | - | - | |||||||||||
Bitcoin is treated as being sold on a FIFO basis. During the nine months ended September 30, 2025, gains of $48,371 were recognized on all sales of Bitcoin and are included in Realized gain on sale of Bitcoin on the Company’s condensed consolidated statements of operations.
Bitcoin closed with a market price of $114,056 on September 30, 2025.
In addition, the Company has pledged four (4) BTC as collateral for the loan as of September 30, 2025 (see Note 11).
Impairment of Long-Lived Assets
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. To determine if assets have been impaired, assets are grouped and tested at the lowest level for which identifiable independent cash flows are available (“asset group”). An impairment loss is recognized when the sum of projected undiscounted cash flows is less than the carrying value of the asset group. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the asset group. Fair value can be determined using a market approach, income approach or cost approach. The reversal of impairment losses is prohibited.
Inventories
Inventories consist of finished goods of milled flour and related packaging material recorded at the lower of cost or net realizable value with the cost measured using the average cost method. Inventories include all costs that relate to bringing the inventory to its present condition and location under normal operating conditions.
Property and Equipment
Property and equipment are initially recognized at acquisition cost or manufacturing cost, including any costs directly attributable to bringing the assets to the location and condition necessary for them to be capable of operating in the manner intended by the Company’s management. Property, plant and equipment are subsequently measured at cost less accumulated depreciation and impairment losses.
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Depreciation is recognized on a straight-line basis to write down the cost less estimated residual value of computer equipment and furniture and fixtures.
Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognized in profit or loss within other income or other expenses.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606. The core principle of the revenue standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:
| ● | Step 1: Identify the contract with the customer; | |
| ● | Step 2: Identify the performance obligations in the contract; | |
| ● | Step 3: Determine the transaction price; | |
| ● | Step 4: Allocate the transaction price to the performance obligations in the contract; and | |
| ● | Step 5: Recognize revenue when the Company satisfies a performance obligation. |
In order to identify the performance obligations in a contract with a customer, an entity must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met:
| ● | The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct); and | |
| ● | The entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). |
If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.
The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following:
| ● | Variable consideration | |
| ● | Constraining estimates of variable consideration | |
| ● | The existence of a significant financing component in the contract | |
| ● | Noncash consideration | |
| ● | Consideration payable to a customer |
Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized under the accounting contract will not occur when the uncertainty associated with the variable consideration is subsequently resolved.
The transaction price is allocated to each performance obligation on a relative standalone selling price basis.
The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time, as appropriate.
The Company earns revenue from the production of digital assets through mining activities. This revenue represents proceeds received from participating in a third-party operated bitcoin mining pool. When the Company is a participant in a third-party operated mining pool, the Company provides a service to perform hash calculations to the third-party pool operators.
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The Company is entitled to non-cash compensation in the form of bitcoin based on the pool operator’s payout model, which is the Full-Pay-Per-Share (“FPPS”) model, under which the pool pays out block rewards and transaction fees, less mining pool fees. The Company is entitled to such non-cash consideration even if a block is not successfully validated by the mining pool operators.
The Company considers the third-party mining pool operator to be its customer under ASC 606. Contract inception and the Company’s enforceable right to consideration begins when the Company commences providing hash calculation services to the mining pool operators. Each party to the contract has the unilateral right to terminate the contract within 24 hours’ notice without any compensation to the other party for such termination. As such, the duration of a contract is less than a day and may be continuously renewed multiple times throughout the day. The implied renewal option is not a material right because there are no upfront or incremental fees in the initial contract and the terms, conditions, and compensation amount for the renewal options are at the then market rates.
The Company’s sole performance obligation is to provide hash calculations to the third-party pool operators. Accordingly, the entire transaction price is allocated to such performance obligation. The Company measures the non-cash consideration (bitcoin) it receives is based on the simple average daily spot rate of bitcoin determined using the Company’s primary trading platform for bitcoin on the day of contract inception. The Company recognizes non-cash consideration on the same day that control of the contracted service is transferred to the pool operator, which is the same day as the contract inception.
Expenses associated with providing bitcoin transaction verification services, such as hosting fees, electricity costs, and related fees are recorded as cost of revenues. Digital assets received are recorded as digital assets. Cash flows from selling digital assets are typically included within the investing activities on the condensed consolidated interim Statement of Cash Flows.
The Company evaluates and accounts for its digital assets in accordance with ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60), the Company measures digital assets at fair value with changes recognized in operating expenses. The Company applies the first-in-first-out method of accounting to its digital assets and tracks the cost basis of the crypto asset by wallet.
Product revenue in 2024 was limited to sales from hydroxyl generators. We recognized product revenue when we satisfied performance obligations by transferring control of the promised products or services to customers. Product revenue was recognized at a point in time when control of the promised good or service was transferred to the customer, which was at the point of shipment or delivery of the goods.
Convertible Instruments
The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815, Derivatives and Hedging (“ASC 815”), which provides that if three criteria are met, the Company is required to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which;
(a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract;
(b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur; and
(c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.
ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument”. Accordingly, the Company records, when necessary, discounts to convertible notes for the fair value of conversion options embedded in debt instruments. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. ASC 815 provides that, among other things, generally, if an event is not within the entity’s control or could require net cash settlement, then the contract shall be classified as an asset or a liability.
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Foreign Currency Transactions
The financial statements of the Company and its subsidiaries whose functional currencies are the local currencies are translated into USD for consolidation as follows: assets and liabilities at the exchange rate as of the balance sheet date, shareholders’ equity at the historical rates of exchange, and income and expense amounts at the average exchange rate for the period. Translation adjustments resulting from the translation of the subsidiaries’ accounts are included in “Accumulated other comprehensive loss” as equity in the consolidated balance sheets. Transactions denominated in currencies other than the applicable functional currency are converted to the functional currency at the exchange rate on the transaction date. At period end, monetary assets and liabilities are remeasured to the reporting currency using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are remeasured at historical exchange rates. Gains and losses resulting from foreign currency transactions are included within non-operating expenses. As of April 1, 2025, the functional currency of the Company was changed from Canadian dollars (“CAD”) to USD due to a change in the primary economic environment in which the Company operates. The majority of the Company’s executive leadership and operations are located in the United States. The majority of revenue generation, expenditures, cash flows, financing, and contractual terms are denominated in USD.
Definite Lived Intangible Assets
Definite lived intangible assets consist of a granted patent and intangible assets acquired from an acquisition. Amortization is computed using the straight-line method over the estimated useful life of the asset (Note 7).
Goodwill
Goodwill is not amortized, however the Company reviews goodwill for impairment annually or whenever events or changes in circumstances indicate that the fair value of goodwill is less than its carrying value. To determine if goodwill has been impaired, the Company performs a qualitative assessment to determine if more likely than not the fair value of goodwill is below its carrying value. If it is determined that more likely than not there is impairment, a quantitative impairment assessment is performed to identify potential goodwill impairment. An impairment loss is recognized when the fair value as at the measurement date is less than the carrying value. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the goodwill.
The Company presents basic and diluted loss per share data for its common shares. Basic loss per common share is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. The number of common shares used in the loss per shares calculation includes all outstanding common shares plus all common shares issuable for which there are no conditions to issue other than time. Diluted loss per common share is calculated by adjusting the weighted average number of common shares outstanding to assume conversion of all potentially dilutive share equivalents, such as stock options and warrants and assumes the receipt of proceeds upon exercise of the dilutive securities to determine the number of shares assumed to be purchased at the average market price during the year.
Loss per common share calculations for all periods have been adjusted to reflect the reverse stock splits effected on December 5, 2024 and July 28, 2025.
Fair Value Accounting
The fair value of the Company’s accounts receivable, accounts payable and other current liabilities approximate their carrying amounts due to the relatively short maturities of these items.
As part of the issuance of debentures on June 30, 2022, January 17, 2023, October 18, 2023, November 30, 2023, February 21, 2024, April 11, 2024, May 22, 2024, January 16, 2025, and March 21, 2025 as well as the private placements on June 20, 2023 and October 15, 2024, the Company issued warrants having strike prices denominated in USD. This creates an obligation to issue shares for a price that is not denominated in the Company’s functional currency and renders the warrants not indexed to the Company’s stock, and therefore, must be classified as a derivative liability and measured at fair value at the end of each reporting period. On the same basis, the Series A Warrants and the representative warrants issued as part of the IPO are also classified as a derivative liability and measured at fair value. As of April 1, 2025, the Company changed its functional currency to USD. The strike prices of the warrants and the Company’s functional currency are both denominated in USD. The Company reassessed that the warrants met the classification criteria to be recorded as equity and the warrants were reclassified to additional-paid-in capital.
The fair value of the Company’s warrants is determined in accordance with FASB ASC 820, “Fair Value Measurement,” which establishes a fair value hierarchy that prioritizes the assumptions (inputs) to valuation techniques used to price assets or liabilities that are measured at fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The guidance for fair value measurements requires that assets and liabilities measured at fair value be classified and disclosed in one of the following categories:
| ● | Level 1: Defined as observable inputs, such as quoted (unadjusted) prices in active markets for identical assets or liabilities. | |
| ● | Level 2: Defined as observable inputs other than quoted prices included in Level 1. This includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
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| ● | Level 3: Defined as unobservable inputs to the valuation methodology that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation. |
3. ACQUISITIONS
| (a) | Radical Clean Solutions Acquisition |
On August 16, 2024, the Company completed the acquisition of assets of Radical Clean Solutions, Inc. (“RCS”), effectively increasing its interest from 14% to 100%, and providing the Company control over RCS. The RCS technology is a product line consisting of patent-pending “smart hydroxyl generation systems” focused on numerous industry verticals that is proven to eliminate 99.99+% of all major pathogens, virus, mold, volatile organic compounds (“VOCs”) and allergy triggers. As the Company’s investment in RCS does not have a readily determinable fair value, the Company previously elected to account for its 14% interest in RCS at cost, less impairment. The Company recognized a loss on the investment of $97,488 during the year ended December 31, 2024.
On July 1, 2025, the Company mutually agreed to return the RCS assets and certain liabilities to the seller, and as a result, the Company accrued a loss on disposal of the RCS business, which is reflected on the condensed consolidated statement of operations as a loss on disposal of business of $880,482.
Details of the assets and liabilities of discontinued operations are as follows:
SCHEDULE OF ASSETS AND LIABILITIES DISCONTINUED OPERATIONS
| September 30, 2025 | December 31, 2024 | |||||||
| Carry amounts of major classes of assets included as part of discontinued operations | ||||||||
| Current | ||||||||
| Prepaid expenses and other current assets | $ | - | $ | 245,019 | ||||
| Inventories | - | 36,482 | ||||||
| Total current assets in discontinued operations | - | 281,501 | ||||||
| Non-current | ||||||||
| Intangible assets, net | - | 494,114 | ||||||
| Goodwill | - | 294,941 | ||||||
| Total long-term assets in discontinued operations | $ | - | $ | 789,055 | ||||
| Carry amounts of major classes of liabilities included as part of discontinued operations | - | |||||||
| Current | ||||||||
| Accounts payable and accrued liabilities | $ | - | $ | 99,111 | ||||
| Total current liabilities in discontinued operations | - | 99,111 | ||||||
| Non-current | ||||||||
| Other liabilities | - | 98,864 | ||||||
| Long-term liabilities in discontinued operations | $ | - | 98,864 | |||||
Cash used in operating activities from discontinued operations was $0.3 million for the nine months ended September 30, 2025 (September 30, 2024 - $0.2 million). There were no cash flows related to investing or financing activities of discontinued operations for the nine months ended September 30, 2025 or September 30, 2024.
The details of the component information of the discontinued operations are disclosed under columns Radical Clean Solutions in segment reporting information in Note 18.
| (b) | Redwater Acquisition |
On November 28, 2024, the Company completed its acquisition of the Redwater Bitcoin Mining Facility, located in Alberta, Canada (“Redwater”) for a total purchase price of approximately $1.5 million. The acquisition was accounted for as an asset acquisition as, at the time of acquisition, no outputs were produced from the property, and skilled employees or contractors required for the operation of the facility were not included in the transaction. The purchase price consisted primarily of cash proceeds paid to the seller, and legal transaction costs. The acquired assets are amortized commencing on the acquisition date over the remaining estimated useful lives thereof.
The purchase price was allocated based on the relative fair value of the assets acquired as follows:
SCHEDULE OF FAIR VALUE OF THE ASSETS ACQUIRED
| Assets Acquired: | Fair Value | |||
| S19J Pro Bitmain ASIC Miners | $ | 102,812 | ||
| Natural Gas Power Plant | 566,009 | |||
| Power Purchase Agreement | 673,769 | |||
| Bitcoin Mining Facility and Infrastructure | 171,116 | |||
| Total assets acquired | $ | 1,513,706 | ||
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The Power Purchase Agreement between the Company and Rivogenix Energy Corp (“Rivogenix”), allows the Company to obtain natural gas for its Natural Gas Power Plant. The Power Purchase Agreement was determined to be a favorable contract asset, and as such was recorded at the present value of the contractual benefit. As per the agreement, Rivogenix procures the natural gas required to generate power using the Natural Gas Power Plant and allows the Company to purchase the power generated at a rate of CAD $0.055 per kilowatt hour (KWH). The expected power cost per kilowatt hour in Alberta was determined to be CAD $0.0883, providing a discount of CAD $0.0383. The power usage required to operate each of the acquired Bitcoin Miners is 75.9KWH per day per Bitcoin Miner. The discount rate used in the present value calculation is 11.25%, and the period of the contract has been determined to be 3 years.
| (c) | Bald Eagle Acquisition |
On January 17, 2025, the Company consummated the acquisition of assets of Bald Eagle Mining, LLC (“Bald Eagle”), located in Columbiana Country, Ohio, for a total purchase price of $4,765,000. Bald Eagle is a Bitcoin mining facility, powered by 5MW of flared natural gas energy, which at the time of the acquisition supported over 900 bitcoin mining units. During the third quarter of 2025, the Company increased the number of mining units at the Bald Eagle mining site to 1,662.
The following pro forma summary presents consolidated information of the Company as if the business combination had occurred on January 1, 2024.
SCHEDULE OF UNAUDITED PRO FORMA INFORMATION
| Proforma for the three months ended September 30, | Proforma for the nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | 525,915 | $ | 319,739 | $ | 1,251,124 | $ | 1,363,168 | ||||||||
| Net loss | $ | (8,351,326 | ) | $ | (6,101,455 | ) | $ | (16,557,023 | ) | $ | (13,447,604 | ) | ||||
The Company did not have any material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and net loss position.
These pro forma amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Bald Eagle to reflect the additional amortization that would have been charged assuming the fair value adjustments to the intangible assets had been applied from January 1, 2025, with the consequential tax effects.
The following table summarizes the consideration transferred to acquire Bald Eagle and the amounts of identified assets acquired and liabilities assumed at the acquisition date.
SCHEDULE OF CONSIDERATION TRANSFERRED TO ACQUIRE AND IDENTIFY ASSETS ACQUIRED AND LIABILITIES ASSUMED
| January 17, 2025 | ||||
| Cash consideration | $ | 3,550,000 | ||
| Option payment | 1,215,000 | |||
| Purchase price | $ | 4,765,000 | ||
| Assets acquired | ||||
| S19J Pro Bitmain ASIC Miners | $ | 746,159 | ||
| Natural gas power generators | 1,671,586 | |||
| Transformers | 131,878 | |||
| Data centers | 609,554 | |||
| Shipping containers | 13,744 | |||
| Standby generators | 66,090 | |||
| Fair value of identified net assets acquired | $ | 3,239,012 | ||
| Goodwill | $ | 1,525,988 | ||
As of September 30, 2025, the Company’s goodwill balance was $1,535,333 (foreign exchange gain of $9,345).
The Company will continue to operate its bitcoin mining business alongside its AVAX treasury business, which will be the main business operation post-closing.
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4. PREPAID EXPENSES AND OTHER CURRENT ASSETS
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS
| September 30, 2025 | December 31, 2024 | |||||||
| Legal retainer | $ | 56,004 | $ | 30,976 | ||||
| Prepaid expenses | 586,488 | 3,034 | ||||||
| Inventory and equipment advances | 37,337 | 227,087 | ||||||
| Purchase prepayments | 53,204 | 53,155 | ||||||
| Deferred Financing Cost | 25,200 | - | ||||||
| Prepaid expenses, other current assets | $ | 758,233 | $ | 314,252 | ||||
5. INVENTORIES
As of September 30, 2025 and December 31, 2024, the Company had an inventory of finished goods with a fair market value of $5,961.
6. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
SCHEDULE OF PROPERTY AND EQUIPMENT
| September 30, 2025 | December 31, 2024 | |||||||
| Bitcoin Mining Facility and Infrastructure | $ | 2,475,796 | $ | 170,139 | ||||
| Bitminers | 1,931,583 | 102,225 | ||||||
| Transformers and Generators | 752,502 | 562,778 | ||||||
| Furniture and fixtures | - | 2,358 | ||||||
| Total property and equipment | 5,159,881 | 837,500 | ||||||
| Less: accumulated depreciation | (468,555 | ) | (28,605 | ) | ||||
| Property and equipment, net | $ | 4,691,326 | $ | 808,895 | ||||
Depreciation expense on property and equipment for the nine months ended September 30, 2025 was $468,555 (September 30, 2024 - $4,716), and for the three months ended September 30, 2025 was $182,892(September 30, 2024 - $1,019). During the nine months ended September 30, 2024, the Company disposed of property and equipment which resulted in a loss of $4,252. There were no disposals in 2025 .
7. INTANGIBLE ASSETS
SCHEDULE OF INTANGIBLE ASSET
| September 30, 2025 | December 31, 2024 | |||||||
| Manna IP | $ | 7,354,404 | $ | 7,347,757 | ||||
| Power Purchase Agreement | 449,234 | 625,736 | ||||||
| Total intangible assets | 7,803,638 | 7,973,493 | ||||||
| Less: accumulated amortization | (555,050 | ) | (159,917 | ) | ||||
| Intangible assets, net | $ | 7,248,588 | $ | 7,813,576 | ||||
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Intangible assets include $6,799,354 (December 31, 2024 - $7,209,118) for intellectual property (“Manna IP”) acquired under an asset purchase agreement with Manna Nutritional Group, LLC (“Manna”) dated September 10, 2021. The Manna IP encompasses patented technologies to naturally process and convert grains, pulses, and root vegetables, into low-starch, low-sugar, high-protein, fiber-rich baking flour products, as well as a wide range of breakfast cereals, juices, natural sweeteners, and baking enhancers. The Company paid $1,475,000 in cash and issued 1,476 prefunded warrants valued at $12,106,677, in a private placement transaction (the “Purchase Price”). Subject to a 9.99% blocker, the prefunded warrants vested in tranches up until March 10, 2024, at which time all tranches were fully vested. When vested the tranches of prefunded warrants became convertible into an equal number of restricted common shares.
The asset was available for use on January 3, 2023. The asset has a useful life of 20 years. The Company recorded $416,286 in amortization expense related to the Manna IP for the nine months ended September 30, 2025 (September 30, 2024- $488,752), and $138,762 for the three months ended September 30, 2025 (September 30, 2024 $165,510).
The Company acquired intangible assets from RCS as part of the business combination (Note 3). The following intangible assets were acquired from RCS:
SCHEDULE OF INTANGIBLE ASSETS ACQUIRED FROM RCS
|
Weighted Average Useful Life (Years) |
Amount | |||||
| In-process research and development | Term of the patent | $ | 300,000 | |||
| Trademark | 10 | 10,000 | ||||
| Brand logo | 10 | 10,000 | ||||
| Web domain | 5 | 10,000 | ||||
| Customer list | 5 | 138,000 | ||||
| Device firmware and software | 5 | 50,000 | ||||
| RCS blueprints | 5 | 20,000 | ||||
| Identified assets acquired and liabilities assumed intangibles | $ | 538,000 | ||||
The Company recorded $30,548 (September 30, 2024 - $Nil) in amortization expense, and a foreign exchange loss of $nil (September 30, 2024 - $Nil) related to the RCS assets for the nine months ended September 30, 2025. The Company recorded $15,274 (September 30, 2024 - $Nil) in amortization expense, and a foreign exchange loss of $Nil (September 30, 2024 - $Nil) related to the RCS assets for the three months ended September 30, 2025.
As of June 30, 2025, the Company recorded the disposal of the RCS assets due to the mutual agreement to return the RCS assets to the seller which resulted in a loss on disposal of business of $880,482 (Note 3). The Company reclassified the assets and liabilities of RCS to assets held for sale and liabilities held for sale. The Company reclassified the revenues and expenses of RCS to net loss from discontinued operations.
The Company acquired an intangible asset from the acquisition of Redwater, as part of the asset acquisition (note 3). The Power Purchase Agreement between the Company and Rivogenix, allows the Company to obtain natural gas for its Natural Gas Power Plant. The Power Purchase Agreement was determined to be a favorable contract asset, and as such was recorded as an intangible asset at the present value of the contractual benefit. The period of the contract has been determined to be 3 years. As of September 30, 2025, 2.25 years remain on the contract. The fair value of the Power Purchase Agreement Contract as of September 30, 2025 is $449,234 (December 31, 2024 - $625,736). The Company recognized $177,171 in amortization expense (reflected in cost of sales) during the nine months ended September 30, 2025 and $61,872 for the three months ended September 30, 2025 (September 30, 2024 - $Nil) in relation to the Power Purchase Agreement.
The estimated annual amortization expense for each of the next five years is as follows:
SCHEDULE OF FUTURE AMORTIZATION EXPENSE
| Period ending: | Amount | |||
| Remaining 2025 | $ | 196,670 | ||
| 2026 | 769,316 | |||
| 2027 | 732,110 | |||
| 2028 | 555,049 | |||
| 2029 | 555,049 | |||
| Subsequent years | 4,440,394 | |||
| Total | $ | 7,248,588 | ||
8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
| September 30, 2025 | December 31, 2024 | |||||||
| Accounts payable | $ | 1,156,518 | $ | 597,057 | ||||
| Accrued expenses | 1,513,113 | 1,887,127 | ||||||
| Accounts payable and accrued liabilities | $ | 2,669,631 | $ | 2,484,184 | ||||
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9. DEBENTURES
On June 30, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreements”) with arm’s length accredited institutional investors (the “Investors”) for the sale of debentures, which are convertible into the Company’s common shares in an aggregate principal amount of up to $47,025,000 with a 10% original issue discount. Om June 30, 2022, the Company consummated the closing for the sale of (i) the initial debenture in the principal amount of $14,025,000 for gross proceeds of $12,750,000, after considering the 10% original issue discount (“First Tranche Debentures”). In addition, the Investors received 91 warrants at a strike price of $12,210.00, which expire on December 31, 2025 (the “First Tranche Warrants”). The First Tranche Warrants and First Tranche Debentures each have down round provisions whereby the conversion and strike prices will be adjusted downward if the Company issues equity instruments at lower prices. The First Tranche Warrants strike price, and the First Tranche Debenture conversion price will be adjusted down to the effective conversion price of the issued equity instruments. The transaction costs incurred in relation to first tranche were $1,634,894. The Debentures are senior to all other indebtedness or claims in right of payment, other than indebtedness secured by purchase money security interests.
The Investors had the right to purchase additional tranches of $5,000,000 each, up to a total additional principal amount of $33,000,000.
From January 2023 thru May 2024, the Investors purchased additional tranches under the Purchase Agreements under similar terms as the First Tranche for an aggregate principal amount of $13,059,923.
The details of each of these seven tranches are summarized in the table below:
SCHEDULE OF TRANCHES OF DEBT
| Description | Date | Face Amount | OID | Gross Proceeds | Conversion Price | Principal Payment Starting Date * | # of Warrants | Exercise Price | Expiration Date | Transaction Costs | ||||||||||||||||||||||||
| 1st Tranche | 06/30/22 | 14,025,000 | 10 | % | 12,750,000 | 11,100.000 | 09/01/22 | 91 | 12,210.000 | 12/31/25 | 1,634,894 | |||||||||||||||||||||||
| 2nd Tranche | 01/17/23 | 5,076,923 | 10 | % | 4,615,385 | 6,200.000 | 07/01/23 | 59 | 6,200.000 | 12/31/25 | 325,962 | |||||||||||||||||||||||
| 3rd Tranche | 10/18/23 | 2,750,000 | 10 | % | 2,500,000 | 2,358.000 | 01/01/24 | 689 | 2,358.000 | 04/18/27 | 31,915 | |||||||||||||||||||||||
| 4th Tranche | 11/30/23 | 2,750,000 | 10 | % | 2,500,000 | 810.000 | 05/01/24 | 2,207 | 810.000 | 05/30/27 | 30,040 | |||||||||||||||||||||||
| 5th Tranche | 02/21/24 | 1,100,000 | 10 | % | 1,000,000 | 192.600 | 08/01/24 | 3,712 | 211.860 | 08/21/27 | 50,000 | |||||||||||||||||||||||
| 6th Tranche | 04/11/24 | 550,000 | 10 | % | 500,000 | 146.700 | 10/01/24 | 2,437 | 162.000 | 10/11/27 | 31,309 | |||||||||||||||||||||||
| 7th Tranche | 05/22/24 | 833,000 | 10 | % | 750,000 | 90.000 | 11/01/24 | 6,016 | 11.000 | 11/22/27 | 3,154 | |||||||||||||||||||||||
| * | -principal payments due be made in 25 equal installments |
Interest rates - 5% for the 1st 12 months; and 8% thereafter.
These debentures may be extended by six months at the election of the Company by paying a sum equal to six months’ interest on the principal amount outstanding at the end of the 12th month, at the rate of 8% per annum.
On January 16, 2025, the Company entered into a Securities Purchase Agreement (the “2025 Purchase Agreements”) with arm’s length accredited institutional investors (the “Investors”) for the sale of debentures, which are convertible into the Company’s common shares in an aggregate principal amount of up to $50.0 million in debentures with a 10% original issue discount. On January 16, 2025, the Company consummated the closing for the sale of (i) the initial debenture in the principal amount of $7,700,000 for gross proceeds of $7,000,000, after considering the 10% original issue discount (“January 2025 Tranche Debenture”). In addition, the Investors received 212,256 warrants at a strike price of $25.938 (the “January 2025 Warrants”). The issuance of the additional tranche triggered the round down provision, adjusting the exercise price of the First, Second, Third, Fourth, Fifth, Sixth, and Seventh Tranche Debentures and First, Second, Third, Fourth, Fifth, Sixth, and Seventh Tranche Warrants to $23.58.
From March 2025 thru July 2025, the Investors purchased additional tranches under the 2025 Purchase Agreements under similar terms as the January 2025 Tranche for an aggregate principal amount of $2,263,334.
The details of each of these five tranches are summarized in the table below:
| Description | Date | Face Amount | OID | Gross Proceeds | Conversion Price | Principal Payment Starting Date * | # of Warrants | Exercise Price | Expiration Date | Transaction Costs | ||||||||||||||||||||||||
| Jan-25 Tranche | 01/16/25 | 7,700,000 | 10 | % | 7,000,000 | 23.580 | 04/01/25 | 212,256 | 25.938 | 07/16/28 | 290,000 | |||||||||||||||||||||||
| Mar-25 Tranche | 03/21/25 | 1,320,000 | 10 | % | 1,188,000 | 1.990 | 07/01/25 | 47,906 | 17.910 | 09/21/28 | - | |||||||||||||||||||||||
| May-25 Tranche | 05/21/25 | 110,000 | 10 | % | 100,000 | 17.910 | 09/01/25 | 4,889 | 17.910 | 11/21/28 | - | |||||||||||||||||||||||
| Jul-25 Tranche | 07/21/25 | 833,334 | 10 | % | 750,000 | 0.749 | 10/21/25 | 723,189 | 0.749 | 01/21/29 | - | |||||||||||||||||||||||
| Sep-25 Tranche | 09/25/25 | 550,000 | 10 | % | 495,000 | 2.410 | 12/21/25 | 148,340 | 2.650 | 09/25/29 | - | |||||||||||||||||||||||
| * | -principal payments due be made in 25 equal installments |
Interest rates - 5% for the 1st 12 months; and 8% thereafter.
These debentures may be extended by six months at the election of the Company by paying a sum equal to six months’ interest on the principal amount outstanding at the end of the 12th month, at the rate of 8% per annum.
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On April 22, 2025, the Company issued a promissory note (the “April 2025 Note”) with an arm’s length accredited investor (the “Holder”) for $290,000 in debentures with a $40,000 original issue discount for gross proceeds of $250,000. The interest rate is 12% applied on the issuance date to the principal amount of $290,000.
The following table summarizes our outstanding debentures as of the dates indicated:
SCHEDULE OF OUTSTANDING DEBENTURES
| Description | Maturity | Interest Rate | September 30, 2025 | December 31, 2024 | ||||||||||
| Principal (First Tranche Debentures) | 12/31/2024 | 5.00% - 8.00 | % | 25,000 | 25,000 | |||||||||
| Principal (Second Tranche Debentures) | 07/17/2025 | 5.00% - 8.00 | % | 25,000 | 25,000 | |||||||||
| Principal (Fourth Tranche Debentures) | 06/01/2026 | 5.00% - 8.00 | % | 7,767 | 1,485,714 | |||||||||
| Principal (April 2025 Note) | 04/15/2026 | 12.00 | % | 290,000 | - | |||||||||
| Principal (May 2025 Tranche Debentures) | 5/21/2026 | 5.00 | % | 110,000 | - | |||||||||
| Principal (July 2025 Tranche Debentures) | 5/21/2026 | 5.00 | % | 833,333 | - | |||||||||
| Principal (September 2025 Tranche Debentures) | 7/21/2026 | 5.00 | % | 550,000 | - | |||||||||
| Debt issuance costs and discounts | (468,421 | ) | (92,505 | ) | ||||||||||
| Total Debentures (current) | 1,372,679 | 1,443,209 | ||||||||||||
During the nine months ended September 30, 2025, the Investors converted $10,537,304 of the Debentures into shares of the Company. The conversions were determined to be an extinguishment of the existing debt and issuance of new debt. As a result, the Company recorded a loss on debt extinguishment in the amount of $10,119,711. During the nine months ended September 30, 2025, the Company incurred $2,320,917 in accretion interest and made 110,000 of cash repayments.
During the nine months ended September 30, 2024, the Investors converted $10,952,357 of principal and $196,802 of interest into shares of the Company resulting in a $1,627,858 loss on the conversion of convertible debentures. During the nine months ended September 30, 2024, the Company incurred $2,672,765 in accretion interest and made 802,282 of cash repayments.
10. LOAN
In May 2025, the Company entered into a Master Loan Agreement (the “MLA”) with BitGo Prime, LLC providing the Company the ability to secure USD cash loans secured by BTC. On May5, 2025, the Company entered into its first loan under the MLA for a total of $200,000, collateralized by three (3) BTC. The loan bears interest at a rate of 11% per annum, with maturity date of August 31, 2025.
On August 29, 2025, the Company repaid the outstanding balance under the May 2025 BitGo loan and entered into a new loan agreement for a total of $275,000, collateralized by four (4) BTC. The loan bears interest at a rate of 9.99% per annum and the term of the loan is open.
As of September 30, 2025, the aggregate outstanding balance on the BitGo loans was $275,000, The loan includes provisions requiring the collateral to be balanced against the outstanding borrowings.
11. LONG TERM LOAN
During the year ended December 31, 2020, the Company entered into a loan agreement with Alterna Bank for a principal amount of $27,824 (CAD$40,000) (December 31, 2024 - $27,799 (CAD$40,000)) under the Canada Emergency Business Account Program (the “Program”).
The Program, as set out by the Government of Canada, requires that the funds from this loan shall only be used by the Company to pay non-deferrable operating expenses including, without limitation, payroll, rent, utilities, insurance, property tax and regularly scheduled debt service, and may not be used to fund any payments or expenses such as prepayment/refinancing of existing indebtedness, payments of dividends, distributions and increases in management compensation.
In April 2021, the Company applied for an additional loan with Alterna Bank under the Program and received $13,912 (CAD$20,000) (December 31, 2024 - $13,900 (CAD$20,000)). The expansion loan is subject to the original terms and conditions of the Program.
The loan was interest free for an initial term that ended on January 18, 2024. Any outstanding loan after initial term carries an interest rate of 5% per annum, payable monthly during the extended term i.e., January 19, 2024 to December 31, 2025. The loan is due December 31, 2026.
The balance as of September 30, 2025 was $41,736 (CAD $60,000) (December 31, 2024 was $41,699 (CAD $60,000)).
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12. DERIVATIVE LIABILITIES
Due to the change in the Company’s functional currency (Note 2), effective April 1, 2025, the Derivative Liabilities, consisting of Warrant Liabilities and Debenture Conversion Feature were reclassified to equity.
Warrant Liabilities
As of April 1, 2025 the Company utilized the Monte Carlo option-pricing model to value the Warrant Liabilities. The Warrant Liabilities reclassified to equity as of April 1, 2025, as well as the assumptions used by the Company to value the Warrant Liabilities are summarized in the table below:
SCHEDULE OF WARRANT LIABILITIES
| Monte-Carlo Option Pricing Assumptions - April 1, 2025 | ||||||||||||||||||||||||||||
| # of Warrants | Stock Price | Dividend Yield | Expected Volatility | Risk Free Rate of Return | Expected Term | FV of Warrant Liability | ||||||||||||||||||||||
| 1st Tranche | 91 | $ | 1.10 | 0.00 | % | 105.00 | % | 3.90 | % | 0.75 | $ | 761 | ||||||||||||||||
| 2nd Tranche | 59 | $ | 1.10 | 0.00 | % | 105.00 | % | 3.72 | % | 1.80 | 591 | |||||||||||||||||
| 3rd Tranche | 689 | $ | 1.10 | 0.00 | % | 105.00 | % | 3.89 | % | 2.05 | 4,230 | |||||||||||||||||
| 4th Tranche | 2,207 | $ | 1.10 | 0.00 | % | 100.00 | % | 3.89 | % | 2.17 | 12,380 | |||||||||||||||||
| 5th Tranche | 3,712 | $ | 1.10 | 0.00 | % | 105.00 | % | 3.89 | % | 2.39 | 22,560 | |||||||||||||||||
| 6th Tranche | 2,437 | $ | 1.10 | 0.00 | % | 105.00 | % | 3.89 | % | 2.53 | 15,670 | |||||||||||||||||
| 7th Tranche | 6,016 | $ | 1.10 | 0.00 | % | 105.00 | % | 3.89 | % | 2.64 | 36,620 | |||||||||||||||||
| Jan-25 Tranche | 212,256 | $ | 1.10 | 0.00 | % | 100.00 | % | 3.90 | % | 3.30 | 1,364,830 | |||||||||||||||||
| Mar-25 Tranche | 47,907 | $ | 1.10 | 0.00 | % | 100.00 | % | 3.91 | % | 3.47 | 329,850 | |||||||||||||||||
| Warrant Liability Reclassified to equity | $ | 1,787,492 | ||||||||||||||||||||||||||
As of December 31, 2024, the Company utilized the Monte Carlo option-pricing model to value the Warrant Liabilities. The Warrant Liabilities reflected on the December 31, 2024 balance sheet, as well as the assumptions used by the Company to value the Warrant Liabilities are summarized in the table below:
| Monte-Carlo Option Pricing Assumptions - December 31, 2024 |
||||||||||||||||||||||||||||
| # of Warrants | Stock Price | Dividend Yield | Expected Volatility | Risk Free Rate of Return | Expected Term | FV of Warrant Liability | ||||||||||||||||||||||
| 1st Tranche | 91 | $ | 2.37 | 0.00 | % | 90.00 | % | 4.16 | % | 1.00 | $ | 756 | ||||||||||||||||
| 2nd Tranche | 59 | $ | 2.37 | 0.00 | % | 95.00 | % | 4.21 | % | 1.55 | 596 | |||||||||||||||||
| 3rd Tranche | 689 | $ | 2.37 | 0.00 | % | 95.00 | % | 4.26 | % | 2.30 | 8,125 | |||||||||||||||||
| 4th Tranche | 2,207 | $ | 2.37 | 0.00 | % | 90.00 | % | 4.20 | % | 2.42 | 25,621 | |||||||||||||||||
| 5th Tranche | 3,712 | $ | 2.37 | 0.00 | % | 95.00 | % | 4.26 | % | 2.64 | 47,444 | |||||||||||||||||
| 6th Tranche | 2,437 | $ | 2.37 | 0.00 | % | 95.00 | % | 4.27 | % | 2.78 | 30,268 | |||||||||||||||||
| 7th Tranche | 6,016 | $ | 2.37 | 0.00 | % | 95.00 | % | 4.27 | % | 2.89 | 79,052 | |||||||||||||||||
| December 31, 2024 Warrant Liability - Debentures | $ | 191,860 | ||||||||||||||||||||||||||
| Fair value of Equity Warrants | 42 | |||||||||||||||||||||||||||
| December 31, 2024 Warrant Liability | $ | 191,902 | ||||||||||||||||||||||||||
Debenture Convertible Feature
As of April 1, 2025 the Company utilized the Monte Carlo option-pricing model to value the Debenture Conversion Feature. The liability reclassified to equity as of April 1, 2025, as well as the assumptions used by the Company to value the Debenture Conversion feature are summarized in the table below:
SCHEDULE OF DEBENTURE CONVERTIBLE FEATURE
| Monte-Carlo Option Pricing Assumptions - April 1, 2025 | ||||||||||||||||||||||||||||
| Stock Price | Dividend Yield | Expected Volatility | Risk Free Rate of Return | Discount Rate | Expected Term | FV of Conversion Feature | ||||||||||||||||||||||
| 1st Tranche | $ | 1.10 | 0.00 | % | 100.00 | % | 3.82 | % | 12.25 | % | 0.15 | $ | 2,057 | |||||||||||||||
| 2nd Tranche | $ | 1.10 | 0.00 | % | 100.00 | % | 3.82 | % | 12.25 | % | 0.15 | 1,714 | ||||||||||||||||
| 4th Tranche | $ | 1.10 | 0.00 | % | 100.00 | % | 4.01 | % | 11.25 | % | 1.17 | 91,000 | ||||||||||||||||
| Jan-25 Tranche | $ | 1.10 | 0.00 | % | 100.00 | % | 4.11 | % | 11.25 | % | 0.79 | 728,000 | ||||||||||||||||
| Mar-25 Tranche | $ | 1.10 | 0.00 | % | 100.00 | % | 4.04 | % | 11.25 | % | 0.98 | 165,000 | ||||||||||||||||
| Conversion Feature Reclassified to equity | $ | 987,771 | ||||||||||||||||||||||||||
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At December 31, 2024, the Company utilized the Monte Carlo option-pricing model to value the Debenture Conversion Feature. The liability reflected on the December 31, 2024 balance sheet, as well as the assumptions used by the Company to value the Debenture Conversion Feature are summarized in the table below:
| Monte-Carlo Option Pricing Assumptions - December 31, 2024 | ||||||||||||||||||||||||||||
| Stock Price | Dividend Yield | Expected Volatility | Risk Free Rate of Return | Discount Rate | Expected Term | FV of Conversion Feature | ||||||||||||||||||||||
| 1st Tranche | $ | 0.47 | 0.00 | % | 100.00 | % | 5.03 | % | 17.50 | % | 1.00 | $ | 4,778 | |||||||||||||||
| 2nd Tranche | $ | 0.47 | 0.00 | % | 105.00 | % | 4.51 | % | 17.50 | % | 1.55 | 3,983 | ||||||||||||||||
| 4th Tranche | $ | 0.47 | 0.00 | % | 90.00 | % | 4.20 | % | 11.25 | % | 1.42 | 285,000 | ||||||||||||||||
| December 31, 2024 Conversion Feature | $ | 293,761 | ||||||||||||||||||||||||||
During the nine months ended September 30, 2025, a debt extinguishment of $115,384 occurred for the increase in principal of Tranche 4 of 15%.
As of September 30, 2025, the IPO Warrants, Rep Warrants, and Private Placement Warrants (the “Equity Warrants”) are classified as equity due to the Company changing its functional currency to USD as of April 1, 2025. The strike prices of the warrants and the Company’s functional currency are both denominated in USD. The Company reassessed that the warrants met the classification criteria to be recorded as equity and the warrants were reclassified to additional-paid-in capital.
As of December 31, 2024, the IPO Warrants, Rep Warrants, and Private Placement Warrants (the “Equity Warrants”) are classified as Level 1 financial instruments, while the Debenture Warrants and Debenture Convertible Feature are classified as Level 3 financial instruments.
Changes in the fair value of the Company’s financial instruments for the nine months ended September 30, 2025 and 2024 were as follows:
| Level 1 | Level 3 | Level 3 | ||||||||||||||
|
IPO and Rep Warrants |
Debenture Warrants |
Debenture Convertible Feature |
Total | |||||||||||||
| Balance at January 1, 2025 | $ | 22 | $ | 191,880 | $ | 293,761 | $ | 485,663 | ||||||||
| Additions | - | 4,150,660 | 1,183,000 | 5,333,660 | ||||||||||||
| Conversions | - | - | (74,186 | ) | (74,186 | ) | ||||||||||
| Change in fair value | - | (2,560,523 | ) | (416,388 | ) | (2,976,911 | ) | |||||||||
| Effect of exchange rate changes | - | 1,693 | 1,584 | 3,277 | ||||||||||||
| Reclassification to equity | (22 | ) | (1,783,710 | ) | (987,771 | ) | (2,771,503 | ) | ||||||||
| Balance at September 30, 2025 | $ | - | $ | - | $ | - | $ | - | ||||||||
| Level 1 | Level 3 | Level 3 | ||||||||||||||
|
IPO and Rep Warrants |
Debenture Warrants |
Debenture Convertible Feature |
Total | |||||||||||||
| Balance at January 1, 2024 | $ | 11,308 | $ | 955,000 | $ | 1,724,000 | $ | 2,690,308 | ||||||||
| Additions | - | 1,175,000 | 854,000 | 2,029,000 | ||||||||||||
| Conversions | - | - | (2,572,123 | ) | (2,572,123 | ) | ||||||||||
| Expiries | (14,769 | ) | - | - | (14,769 | ) | ||||||||||
| Change in fair value | 4,102 | (1,669,763 | ) | 467,106 | (1,198,555 | ) | ||||||||||
| Effect of exchange rate changes | (617 | ) | (23,237 | ) | (55,985 | ) | (79,839 | ) | ||||||||
| Balance at September 30, 2024 | $ | 24 | $ | 437,000 | $ | 416,998 | $ | 854,022 | ||||||||
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13. SHARE CAPITAL
On June 17, 2024, the Company’s Board of Directors authorized a share repurchase program (the “Repurchase Program”) under which the Company may repurchase up to $1 million of its outstanding common shares, for a period of six months, subject to contractual requirements. No shares were repurchased under the Repurchase Program. As of September 30, 2025, the Company owed $44,214 worth of stock-based compensation to a former officer of the Company. The balance issuable was classified as an Obligation to issue shares.
Basic and diluted net loss per share represents the loss attributable to shareholders divided by the weighted average number of shares and prefunded warrants outstanding during the period on an as converted basis.
14. REVENUE DISAGGREGATION
From August 2024 thru June 2025, the Company sold hydroxyl generating devises. From November 2024 thru September 2025, the Company’s primary source of revenue has been from its bitcoin mining activities. The Company’s revenue breakdown is as follows:
|
Three months ended September 30. |
Nine months ended September 30. |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Bitcoin mining | $ | 525,915 | $ | - | $ | 1,250,592 | $ | - | ||||||||
| QuadPro devices | - | - | - | - | ||||||||||||
| un(Think) Foods | - | - | 532 | - | ||||||||||||
| Total revenue | $ | 525,915 | $ | - | $ | 1,251,124 | $ | - | ||||||||
15. LEASES
The components of lease expenses were as follows:
SCHEDULE OF LEASE EXPENSES
|
Three months ended September 30. |
Nine months ended September 30. |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Short-term lease cost | $ | 9,476 | $ | 782 | $ | 22,491 | $ | 59,358 | ||||||||
| Total lease cost | $ | 9,476 | $ | 782 | $ | 22,491 | $ | 59,358 | ||||||||
16. COMMITMENTS AND CONTINGENCIES
Debenture principal repayments
The following table summarizes the future principal payments related to our outstanding debt as of September 30, 2025:
SCHEDULE OF FUTURE PRINCIPAL PAYMENTS OUTSTANDING DEBT
| Remaining 2025 | $ | 50,000 | ||
| 2026 | 1,791,100 | |||
| Total | $ | 1,841,100 |
Contingencies
Litigation
On August 11, 2023, the Company’s former CEO, Ingo Wilhelm Mueller filed a Notice of Civil Claim in which he alleges that the Company wrongfully terminated his employment without notice, in breach of the parties’ underlying employment agreement. Mr. Mueller alleges to have suffered damages including, among other things, a loss of base salary of $473,367 CAD per annum and damages from not receiving common stock of the Company equivalent in value to $468,313 CAD. The Company’s position is that Mr. Mueller was terminated for ‘just cause’ because he breached his fiduciary duty to act in the Company’s best interest by, among other things, submitting a sizeable bid for the acquisition of a company without first obtaining Board approval. In doing so, Mr. Mueller misrepresented the Company’s financial standing and forged, or instructed others to forge, a document by affixing the electronic signature of the Company’s CFO.
The parties are in the discovery stage of litigation. The Company has produced relevant documents to Mr. Mueller and is awaiting Mr. Mueller’s production of relevant documents. The parties are also in the process of scheduling examinations for discovery. Management is instructing counsel to advance the matter given the relative strength of the Company’s case.
The likelihood of an unfavorable outcome is not probable given the facts supporting the Company’s ‘for cause’ termination of Mr. Mueller as well as the significant expense that Mr. Mueller would have to incur to advance this matter to trial.
On September 30, 2023, Stronghold filed a Complaint with the Superior Court of California for Breach of Contract; Breach of the Covenant of Good Faith and Fair Dealing; and Common Count: Goods and Services Rendered in relation to the purchase and sale agreement for the Coachella property. On January 17, 2025, the Company settled the complaint with Stronghold and agreed to pay Stronghold $20,833 monthly for 12 months beginning February 1, 2025. As of September 30, 2025, a balance of $83,233 remained and this was paid in full on October 31, 2025.
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On March 27, 2024, BV Peeters Advocaten-Avocats (“Peeters”) summoned the Company to appear on May 31, 2024 at the First Chamber of the Dutch-Speaking Division of the Business Court in Brussels. Peeters is seeking payment for €467,249 of unpaid bills for legal services plus penalties and interest. The Company believes that Peeters performed actions that were not in the Company’s best interest. The Company does not intend to pay the outstanding legal bills and intends to vigorously defend its position in court. The parties are currently in mediation.
On July 11, 2024, the Company’s former General Counsel filed a Notice of Civil Claim with the Supreme Court of British Columbia, in which he alleges that the Company wrongfully terminated his employment without notice, in breach of the parties’ underlying employment agreement. On January 6, 2025, the Company settled the Civil Claim with the Company’s former General Counsel and agreed to pay a settlement amount of $160,000 CAD to the Company’s former General Counsel. This settlement has been paid in full.
17. SEGMENTED INFORMATION
The Company has chosen to organize its operating segments based on products or services offered. Each operating segment is also a reportable segment (i.e., operating segments have not been aggregated). The Company’s operating and reportable segments at September 30, 2025, include Bitcoin Mining and Unthink Food, which produces high protein baking flour. All other activities, including financing, are carried out through the corporate entity. At September 30, 2025, Bitcoin Mining operations were conducted at the Redwater Property in Alberta, Canada, and the Bald Eagle Property in Ohio, USA, which reflects the manner in which the Company’s Chief Operating Decision Maker (“CODM”), its Chief Executive Officer, reviews and assesses the performance of the business and allocates resources.
The information used by the CODM to assess performance and allocate resources includes various measures of segment profit, however, for the purposes of the disclosures required by ASC 280, Segment Reporting and ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, the Company has determined that the measure most consistent with the measurement principles used in measuring the corresponding amounts in the condensed consolidated unaudited financial statements is net income. Segment financial information is used to monitor forecast versus actual results in order to make key operating decisions for each segment. The CODM evaluates the performance or allocate resources for each segment based on the Company’s assets or liabilities.
The following discloses key financial information including the significant segment expenses, in the context of deriving net income, that are regularly provided to and reviewed by the CODM reconciled to the segment’s net income:
SCHEDULE OF FINANCIAL INFORMATION INCLUDING SIGNIFICANT SEGMENT EXPENSES
| Bitcoin Mining | un(Think) Foods | Radical Clean Solutions | Corporate | Total | ||||||||||||||||
| Nine Months Ended September 30, 2025: | ||||||||||||||||||||
| Revenue | $ | 1,250,592 | $ | 532 | $ | - | $ | - | $ | 1,251,124 | ||||||||||
| Significant segment expenses: | ||||||||||||||||||||
| Cost of revenue, excluding depreciation | $ | 728,762 | $ | - | $ | - | $ | - | $ | 728,762 | ||||||||||
| Bitcoin unrealized (gain) loss market valuation | (80,577 | ) | - | - | - | (80,577 | ) | |||||||||||||
| Bitcoin realized (gain) loss market valuation | (48,371 | ) | - | - | - | (48,371 | ) | |||||||||||||
| Selling, general and administrative | 52,889 | 29,147 | - | 4,930,232 | 5,012,268 | |||||||||||||||
| Consulting | - | - | - | 190,075 | 190,075 | |||||||||||||||
| Depreciation and amortization | 397,229 | 477,009 | - | - | 874,238 | |||||||||||||||
| Accretion interest expense | - | - | - | 2,320,917 | 2,320,917 | |||||||||||||||
| Repairs and maintenance | 407,393 | - | - | - | 407,393 | |||||||||||||||
| Severance expense | - | - | - | 124,983 | 124,983 | |||||||||||||||
| Foreign exchange (gain) loss | (556 | ) | 4,007 | - | 70,097 | 73,548 | ||||||||||||||
| Change in fair value of derivatives | - | - | - | (2,976,911 | ) | (2,976,911 | ) | |||||||||||||
| Loss (gain) on conversion of convertible debt | - | - | - | (86,563 | ) | (86,563 | ) | |||||||||||||
| Loss on extinguishment of debt | - | - | - | 10,119,711 | 10,119,711 | |||||||||||||||
| Other (income) expense | - | - | - | (51,997 | ) | (51,997 | ) | |||||||||||||
| Net (gain) loss from discontinued operations | - | - | 320,189 | - | 320,189 | |||||||||||||||
| Loss on disposal of business | - | - | 880,482 | - | 880,482 | |||||||||||||||
| Total operating expenses and other expenses (income) | $ | 1,456,769 | $ | 510,163 | $ | 1,200,671 | $ | 14,640,544 | $ | 17,808,147 | ||||||||||
| Net loss | $ | (206,177 | ) | $ | (509,631 | ) | $ | (1,200,671 | ) | $ | (14,640,544 | ) | $ | (16,557,023 | ) | |||||
|
|
| Bitcoin Mining | un(Think) Foods | Radical Clean Solutions | Corporate | Total | ||||||||||||||||
| Three Months Ended September 30, 2025: | ||||||||||||||||||||
| Revenue | $ | 525,915 | $ | - | $ | - | $ | - | $ | 525,915 | ||||||||||
| Significant segment expenses: | ||||||||||||||||||||
| Cost of revenue, excluding depreciation | $ | 265,908 | $ | - | $ | - | $ | - | $ | 265,908 | ||||||||||
| Bitcoin unrealized (gain) loss market valuation | (259 | ) | - | - | - | (259 | ) | |||||||||||||
| Bitcoin realized (gain) loss market valuation | (48,371 | ) | - | - | - | (48,371 | ) | |||||||||||||
| Selling, general and administrative | 27,714 | 6,549 | - | 2,365,226 | 2,399,489 | |||||||||||||||
| Consulting | - | - | - | 2,605 | 2,605 | |||||||||||||||
| Depreciation and amortization | 172,307 | 138,762 | - | - | 311,069 | |||||||||||||||
| Accretion interest expense | - | - | - | 383,290 | 383,290 | |||||||||||||||
| Repairs and maintenance | 207,002 | - | - | - | 207,002 | |||||||||||||||
| Foreign exchange (gain) loss | (1,240 | ) | 82 | - | (2,920 | ) | (4,078 | ) | ||||||||||||
| Loss on extinguishment of debt | - | - | - | 5,389,070 | 5,389,070 | |||||||||||||||
| Other (income) expense | - | - | - | 15,657 | 15,657 | |||||||||||||||
| Net (gain) loss from discontinued operations | - | - | (20,511 | ) | - | (20,511 | ) | |||||||||||||
| Loss on disposal of business | - | - | (23,630 | ) | - | (23,630 | ) | |||||||||||||
| Total operating expenses and other expenses (income) | $ | 623,061 | $ | 145,393 | $ | (44,141 | ) | $ | 8,152,928 | $ | 8,877,241 | |||||||||
| Net loss | $ | (97,146 | ) | $ | (145,393 | ) | $ | 44,141 | $ | (8,152,928 | ) | $ | (8,351,326 | ) | ||||||
|
|
Other segment items consist of loss on disposition of property, plant and equipment, change in fair value of derivatives, impairment loss, interest income, and foreign exchange (loss) gain, as reported on the condensed consolidated unaudited income statements.
The following table summarizes the additions to long-lived assets, total long-lived assets, and total assets by segment, used by the CODM to assess segment performance.
SCHEDULE OF ADDITIONS BY SEGMENT USED BY THE CODM TO ASSESS SEGMENT PERFORMANCE
| Bitcoin Mining |
Radical Clean Solutions |
Unthink Food | Corporate | Total | ||||||||||||||||
| As of September 30, 2025 | ||||||||||||||||||||
| Property and equipment, additions | $ | 4,339,193 | $ | - | $ | - | $ | - | $ | 4,339,193 | ||||||||||
| Balances: | ||||||||||||||||||||
| Property and equipment, net | 4,691,326 | - | - | - | 4,691,326 | |||||||||||||||
| Intangible assets and goodwill, net | 1,984,567 | - | 6,799,354 | - | 8,783,921 | |||||||||||||||
| Total long-lived assets | $ | 6,675,893 | - | $ | 6,799,354 | $ | - | $ | 13,475,247 | |||||||||||
| As of December 31, 2024 | ||||||||||||||||||||
| Property and equipment, additions | $ | 807,741 | $ | - | $ | - | $ | - | $ | 807,741 | ||||||||||
| Intangible assets, additions | 625,736 | - | - | - | 625,736 | |||||||||||||||
| Balances | ||||||||||||||||||||
| Property and equipment, net | 807,471 | - | - | 1,424 | 808,895 | |||||||||||||||
| Intangible assets and goodwill, net | 604,456 | - | 7,209,120 | - | 7,813,576 | |||||||||||||||
| Total long-lived assets | $ | 1,411,927 | - | $ | 7,209,120 | $ | 1,424 |
$ | 8,622,471 | |||||||||||
|
|
The following tables summarize revenue, assets, and property, plant, and equipment by geographic area based on the location of the underlying action activity or rendering of services and location of the underlying assets:
SCHEDULE OF REVENUE, ASSETS AND PROPERTY, PLANT AND EQUIPMENT BY GEOGRAPHIC AREA
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | ||||||||
| Canada | $ | 214,636 | $ | - | ||||
| United States | 1,036,488 | - | ||||||
| Total Revenue | $ | 1,251,124 | $ | - | ||||
| Three Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | ||||||||
| Canada | $ | 52,701 | $ | - | ||||
| United States | 473,214 | - | ||||||
| Total Revenue | $ | 525,915 | $ | - | ||||
| September 30, 2025 | December 31, 2024 | |||||||
| Assets | ||||||||
| Cash and cash equivalents for all segments | ||||||||
| Canada | $ | 84,836 | $ | 423,907 | ||||
| United States | 809,865 | 65,961 | ||||||
| Total cash and cash equivalents | $ | 894,701 | $ | 489,868 | ||||
| Property Plant and Equipment | ||||||||
| Canada | $ | 693,356 | $ | 808,895 | ||||
| United States | 3,997,970 | - | ||||||
| Total property plant and equipment | $ | 4,691,326 | $ | 808,895 | ||||
The revenues for the Radical Clean Solutions segment were generated from one customer for the periods ended June 30, 2025 and 2024.
The revenues for the Bitcoin mining segment were generated from Bitcoin pools.
18. SUBSEQUENT EVENTS
On October 24, 2025, an Investors purchased an additional tranche of $7,700,000 with a 10% original issue discount for gross proceeds of $6,930,000. The convertible debt and warrants were issued with an exercise and strike price of $2.41. The proceeds were divided into two tranches, the first tranche in the amount of $1,500,000 was wired to the Company on October 28, 2025, with the second tranche in the amount of $5,430,000 initially held in escrow by the Investors. The Company and the Investors plan to establish a DACA account to deposit these funds until such time they are released to the Company by the Investor.
On October 27, 2025, the Company held its Annual Meeting of Shareholders where it obtained approval to complete its previously announced transaction in support of becoming the first publicly traded company dedicated to maximizing ownership of AVAX, the native token of the Avalanche network. The approval included the Offering described in Note 1.
On November 5, 2025, upon the satisfaction of all conditions in the Subscription Agreements, the PIPE Transaction closed. See Note 1 – Transition to AVAX One
On November 5, 2025, the Company appointed Pete Wylie as the Company’s Chief Operating Officer.
Effective as of the closing of the Company’s previously announced PIPE transaction (which occurred on November 5, 2025), the Company entered into consulting agreements with each of its executive officers (the “Agreements”). The Agreements call for a base compensation amount of $480,000 for its CEO (Jolie Kahn), and $300,000 for each of its CFO (Chris Polimeni) and COO (Pete Wylie). The Company’s COO was also granted 61,224 restricted common shares of the Company, which vests monthly in 12 equal amounts of 5,102 shares each. Each Agreement has a term of one year and is terminable for cause. In addition, Peter Wylie’s Agreement may be terminated upon 30 days prior notice not for cause upon mutual consent of the parties. All Agreements contain standard clauses for cause termination and the like, and all three executive officers are entitled to benefits such as medical insurance and the like per Company policy.
On November 12, 2025, the Company filed a Certificate of Change of corporate name to AVAX One Technology Ltd., and on November 13, 2025, it changed its trading symbol on the Nasdaq Capital Market to AVX.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Prospective investors should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this Quarterly Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” You should review the “Risk Factors” section of this Quarterly Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Company History and Our Business
Overview
The “Company was incorporated as a private company by Articles of Incorporation issued pursuant to the provisions of the Business Corporations Act (British Columbia) on December 22, 2017. The Company’s registered and records office address is at 800 – 525 West 8th Avenue, Vancouver, British Columbia, Canada, V5Z 1C6.
Our Business
During 2024, the Company entered the sustainable Bitcoin mining industry and has completed two acquisitions since late November 2024 pursuant to which the Company now owns and operates three Bitcoin mining facilities, one in Alberta, Canada and two in Ohio, for a total of 1420 BITMAIN Antminer S19j units, 81 BITMAIN Antminer S19k Pro units and 50 BITMAIN Antminer S21 XP units. These facilities are powered by sustainable energy, advancing the Company’s mission to integrate innovative technologies that promote environmental stewardship while generating significant financial returns.
The addition in 2024 of sustainable Bitcoin mining represents the first pillar in the Company’s three pillar strategy to:
| ● | Utilize its modular architecture to mine crypto currency, as well as to offer compute capabilities tailored for AI, edge computing, and sovereign data solutions; | |
| ● | Continue developing and deploying mobile modular gas-to-power units for off-grid scalability, securing access to sizeable amounts of power; and | |
| ● | Build a strategic digital reserve, accumulating up to 50% of Bitcoin mined and allocating up to 50% of new capital raised toward Bitcoin and potentially other purchases. |
The Company is an energy-first digital infrastructure company pioneering high-efficiency compute environments across AI, edge computing, and distributed processing. Through its TerraHash Digital™ division, the Company deploys modular, off-grid compute platforms powered by emissions-tracked natural gas systems—enabling sustainable, scalable digital transformation. The Company’s Power & Compute Initiative bridges financial and environmental performance across multiple industries.
The Company’s legacy businesses consisted of the AgriFORCE™ Brands (“Brands”) division. Our AgriFORCE™ Brands division has been focused on the development and commercialization of plant-based ingredients and products that deliver more nutritious food. We intend to market and commercialize ingredient supplies, like our Awakened Flour™ and Awakened Grains ™, but have not had any success doing so yet.
AgriFORCE™ Brands
UN(THINK)™ Foods
The Company purchased Intellectual Property (“IP”) from Manna Nutritional Group, LLC (“Manna”), a privately held firm based in Boise, Idaho on September 10, 2021. The IP encompasses a granted patent to naturally process and convert grain, pulses and root vegetables, resulting in low-starch, low-sugar, high-protein, fiber-rich baking flour as well as produces a natural sweetener juice. The core process is covered under Patent Nr. 11,540,538 in the U.S. and key international markets. The all-natural process is designed to unlock nutritional properties, flavors, and other qualities in a range of modern, ancient and heritage grains, pulses and root vegetables to create specialized all-natural baking and all-purpose flours, sweeteners, juices, naturally sweet cereals and other valuation products, providing numerous opportunities for dietary nutritional, performance and culinary applications.
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During the year ended December 31, 2024, the Company achieved milestones towards the commercialization of our UN(THINK) Awakened Flour™, the Company’s first line of products to utilize the IP. Management has defined and tested its quality controls and safety protocols for production, and produced several multi-ton batches of germinated grains, refining and scaling production processes with our partners in Canada. We are also in the process of qualifying partners in the US to establish additional production hubs – at no additional CAPEX - which will support growth and reduce logistics costs for customers in the region. Additionally, we have established our supply chain logistics with a contracted shipping company and two warehouses in Canada and the US. Our commercial team made progress in defining pricing and is starting to approach US and Canadian Bakeries and Baked Goods Companies who are now testing our new flours for integration into their manufacturing operations and innovation pipeline. Online sales logistics and advertising materials were developed during the period to support the establishment of the direct-to-consumer sales channel which will be started once the Business to Business channel sales ramp up. Lastly, the Company has developed an extensive number of recipes for the application of Awakened Flour™ product line for both customers and consumers.
The Company is developing several finished product prototypes including a line of pancake mixes, which are ready for consumer testing.
Advantages of the UN(THINK)™ Foods IP
Our Controlled Enzymatic Reaction & Endothermic Saccharification with Managed Natural Germination (“CERES-MNG”) patented process allows for the development and manufacturing of all-natural flours that are significantly higher in fibers, nutrients and proteins and significantly lower in carbohydrates and calories than standard baking flour.
CERES-MNG baking flour produced from soft white wheat has 40 times more fiber, three (3) times more protein and 75% less net carbohydrates than regular all- purpose flour(5).
Source: Independent analysis by Eurofins Food Chemistry Testing Madison, Inc, February 2022
The CERES-MNG patent will help develop new flours and products from modern, ancient and heritage grains, seeds, legumes and tubers/root vegetables.
Products that the Company intends to develop for commercialization from the CERES-MNG patented process under the UN(THINK)™ foods brand:
| - | High protein, high fiber, low carb modern, heritage and ancient grain flours (for use in breads, baked goods, doughs, pastry, snacks, and pasta) | |
| - | Protein flours and protein additives | |
| - | High protein, high fiber, low carb cereals and snacks | |
| - | High protein, high fiber, low carb oat based dairy alternatives | |
| - | Better tasting, cleaner label, high protein, high fiber, low carb nutrition bars | |
| - | High protein, high fiber, low carb nutrition juices | |
| - | Sweeteners – liquid and granulated | |
| - | High protein, high fiber, low carb pet foods and snacks |
(1) Based on protein, fiber, and starch content results from a nationally certified independent laboratory, as compared to standard all-purpose flour.
(2) https://www.soupersage.com/compare-nutrition/flour-vs-whole-wheat-flour
(3) https://my.clevelandclinic.org/health/articles/14400-improving-your-health-with-fiber
(4) https://www.health.harvard.edu/blog/fiber-full-eating-for-better-health-and-lower-cholesterol-2019062416819
(5) Based on protein, fiber, and starch content results from a nationally certified independent laboratory, as compared to standard all-purpose flour.
We intend to commercialize these products behind two (2) main sales channels:
| - | Branded ingredients (B2B) | |
| - | Consumer branded products (B2B and B2C) |
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To produce the UN(THINK)™ power wheat flour, we are using our patented process to develop a new germinated whole grain wheat flour, which we have qualified and made available for sale through November 2023 in Canada and the USA, under the UN(THINK)™ Awakened Flour™ brand. This new Awakened Grains™ flour – available in 3 types: hard white wheat and hard red wheat for breads and soft white wheat for bakery and pastries – will provide enhanced nutrition with over five times more fiber, up to two times more protein and 23% less net carbs versus conventional all-purpose flour (source: Eurofins Food Chemistry Madison, Inc, December 2022).
GROWTH PLAN
The Company’s organic growth plan is to actively establish and deploy the commercialization of products in four distinct phases:
PHASE 1 (COMPLETED):
| ● | Product and process testing and validation. (completed) | |
| ● | Filing of US and international patents. (completed) | |
| ● | Creation of the UN(THINK)™ foods brand. (completed) | |
| ● | Qualification and operational and commercial set up of the Awakened Grains™ line of products. (completed) |
PHASE 2:
| ● | Launch of the UN(THINK)™ Awakened Flour™ lightly germinated flour range of products in business to business (“B2B”) channel. (completed) | |
| ● | Develop range of finished products behind the wheat grain flours, qualify patented process for pulse/legume, and rice-based protein flours | |
| ● | Drive business as ingredients for bakery, snack and plant-based protein products manufacturers. | |
| ● | Develop relationships with universities, nonprofit organizations and civic organizations focused on health in underserved communities to research impact of patented flour on nutrition. |
PHASE 3:
| ● | Develop range of finished products behind the wheat grain flours, qualify patented process for pulse/legume, and rice-based protein flours. | |
| ● | Drive business as ingredients for bakery, snack and plant-based protein products manufacturers. | |
| ● | Develop manufacturing base through partnerships and licensing. |
PHASE 4:
| ● | Expand product range in US/Canada. | |
| ● | Expand business to other geographies internationally. |
BUSINESS PLAN
The Company also looks to expand its efforts into development of blockchain solutions and the implementation of these solutions into FinTech systems to allow quicker and less costly transactions between commercial farmers.
Sustainable Bitcoin Mining
As of the fourth quarter of 2024, the Company entered into the sustainable Bitcoin mining industry and has completed two acquisitions since late November 2024 pursuant to which the Company now owns and operates three Bitcoin mining facilities, one in Alberta, Canada and two in Ohio, for a total of 1,522 BITMAIN Antminer S19j units, 81 BITMAIN Antminer S19k Pro units and 50 BITMAIN Antminer S21 XP units. These facilities are powered by sustainable energy, advancing the Company’s mission to integrate innovative technologies that promote environmental stewardship while generating significant financial returns.
As we approach a key milestone in the progression of our growth strategy it is important to clarify how our adoption of an innovative combination of technologies will reduce the environmental impact of data centers while simultaneously producing revenue from high yield agricultural operations. We utilize our new data centers to leverage energy generated from flare natural gas-powered operations to increase the environmental mitigation and revenue potential of integrated cogeneration sites.
While benefiting from Alberta’s strong incentive programs, i.e., the Alberta Carbon Capture Incentive Program, the Company hopes to reuse waste resources to produce profit from cryptocurrency mining, Alberta carbon credits for carbon sequestration and methane reduction. Since the acquisition, the Company’s process captures natural gas flares to generate significant low-cost energy to operate the cryptocurrency mining rigs. We are developing a plan to capture and redirect heat from miners and the generator to warm an enclosure suitable for growing white-legged shrimp (Penaeus Vannamei), and controlled environment agriculture. The facility will then be utilized to produce a continuous supply of fresh shrimp, red seaweed and micro-greens for local markets and restaurants. Micro-greens are a fast-growing, nutrient-dense crop that requires relatively little space and water to produce commercial yields, while significantly reducing greenhouse gas emissions.
The facility, powered by an on-site generator, utilizing flared gas, integrates carbon capture and heat reuse technologies to support the cultivation of premium crops and aquaculture. Targeted products include white-legged shrimp, nutrient-dense micro-greens, and high-demand red seaweed—key contributors to food security and economic development in the region. These sustainable practices are designed to offset the greenhouse gas emissions associated with high-energy Bitcoin mining, demonstrating a model for future growth.
On November 28, 2024, the Company entered into an agreement with Rivogenix Energy Corp. to acquire and consummated the acquisition of various assets which comprise a bitcoin mining facility in Sturgeon County, Alberta, Canada. The assets were acquired for $1.5 million in cash from the Company’s own available cashflow and are comprised of a data center and approximately 130 bitcoin miners.
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On January 17, 2025, the Company purchased assets comprising a five MW Bitcoin mining facility (on two sites) in Columbiana County Ohio (the “Facility”) from Bald Eagle County, LLC. The asset purchase price (including purchase of an option to purchase the Facility) was $4.765 million. The assets purchased consist of following assets, inter alia: Nine hundred (900) S-19 J Pro BITMAIN Antminers, transformers necessary to operate the Facility, five (5) custom 40 ft Crypto Canman housing containers including 5 power distribution boxes, one Caterpillar trailer mounted standby generator, one Doosan trailer mounted generator set, eight shipping containers and five 1 MW natural gas generator power plants. The Company also received assignment of power purchase agreements to purchase gas at $0.04 per kWh and access leases to the realty underlying the Facility.
These acquisitions represented a pivotal first step in the Company’s commitment to integrating sustainable energy solutions, advanced data operations, and innovative agricultural initiatives to create long-term value for shareholders.
Utilizing energy derived from flare natural gas, these facilities not only generate consistent revenue but also minimizes their environmental footprint. Plans are in place to enhance operations by repurposing waste heat and implementing carbon capture technology, enabling diversified revenue streams through sustainable agricultural practices, such as premium crop cultivation and aquaculture systems.
The majority of the mined assets have been held on the Company’s balance sheet, as the starting point of the Company’s Bitcoin treasury strategy. We have only sold three (3) BTC to provide the Company with the necessary cash for maintaining operations. The Company is in the process of developing a written policy to govern the cold-storage and liquidation process for selling and borrowing using our bitcoin assets. As of now, the Company holds all of its bitcoin in a BitGo wallet. There is limited risk in volatility at present in bitcoin pricing due to our policy of holding bitcoin for the long term. We intend to continue to hold up to 50% of the mined assets as we continue to build upon our treasury strategy. In May 2025, we borrowed $200,000 at an interest rate of 11% per annum for 90 days, utilizing three (3) BTC as collateral for the loan. During the 90 days the loan was outstanding, we incurred $6,661 in interest expense, while during that same time period the value of the three BTC used as collateral increased in value by approximately $35,000, in the aggregate. On August 29, 2025, the Company repaid the outstanding balance under the May 2025 BitGo loan and entered into a new loan agreement for a total of $275,000, collateralized by four (4) BTC. The loan bears interest at a rate of 9.99% per annum and the term of the loan is open. We estimate that the increase in value of the collateral will far exceed the interest costs associated with this loan just as it did with the May 2025 loan.
We have an agreement with BitGo to hold our Bitcoin in cold storage with instantaneous liquidity available. They will also act as our exchange.
Our miners have an average age of three years in all our facilities. Statistics on our miners are as follows:
Efficiency: median: 99.86%; mean: 99.58%; range: 99.26 – 99.9%. Our average downtime for scheduled and non-scheduled is 24 hours in a month. This includes activities related to weather and optimization of the power units and miner boards.
Our weighted average of cost of Bitcoin mined is approximately $51,031. Our approximate inputs are as follows:
Alberta:
We have optimized this site some since we acquired it in November 2024 and now generate approximately 0.017 BTC per day, generating 1 BTC every 59 days at an average operating cost of $685.10/day. So, the cost for 1 BTC is approximately $40,300 at this site
Ohio:
We generate approximately 0.051 BTC per day, generating 1 BTC every 19.6 days at an average cost of $2,785/day, so the Ohio cost is $54,600/BTC mined.
Financing Initiatives
In late January 2025, the Company also closed on the first tranche of an up to $50 million financing facility with institutional investors. The Company utilized a portion of the first $7 million tranche to pay for the acquisition of the Ohio assets.
This acquisition increased the Company’s hash rate by over 600% and highlights the Company’s strategic growth plan of stranded gas assets to be coupled with sustainable agricultural assets in the coming months. Ohio has positioned itself as a pioneer in blockchain and cryptocurrency innovation, driven by initiatives like the proposed Ohio Bitcoin Reserve Act (HB 703). This legislation, aimed at leveraging Bitcoin as a hedge against currency devaluation, underscores the state’s commitment to financial and technological advancements. The Company’s investment in the Columbiana County facility aligns with these efforts, cementing Ohio’s reputation as a leader in clean energy integration and digital asset development.
Economic and Social Benefits
The facility’s operations are expected to generate meaningful economic benefits for Ohio, including:
● Job Creation: The project will create new opportunities in advanced technology and sustainable agriculture, addressing workforce development needs in the region.
● Enhanced Food Security: By implementing agricultural practices that produce nutrient-rich crops, the Company will contribute to addressing food insecurity challenges in Ohio, where over 14% of households face such issues.
(6) BCI Labs, Gainesville Florida, February 2022; and various institutional studies.
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Recent Developments
Management Restructuring
On March 4, 2025, Richard Wong and the Company mutually agreed to conclude his employment with the Company. Chris Polimeni was appointed by the board to succeed Richard Wong as Chief Financial Officer of the Company. Richard Wong will serve in an advisory role to ensure a smooth transition while continuing to support the company’s commitment to delivering value to shareholders and customers.
Effective as of November 5, 2025, Peter Wylie was appointed as the Company’s Chief Operating Officer. Peter Wylie Jr, is founder and principal of P. Wylie Advisory, a financial and operational consulting firm for startups and growth companies. He is a seasoned entrepreneur and investor with multiple exits in the financial and consumer technology spaces. He has significant operational financial experience, serving as CFO of Napster Holdings Inc, through its acquisition in 2025 by Infinite Reality (now Napster Inc), and CFO/COO of consumer lender CommonBond. Pete co-founded and sold a consumer financial technology company, Gradible, to CommonBond in 2016. He holds B.A. degrees in Journalism and English from the University of North Carolina, where he was a Morehead-Cain Scholar.
Share Repurchase Program
On June 17, 2024, the Company’s Board of Directors authorized a share repurchase program (the “Repurchase Program”) under which the Company may repurchase up to $1 million of its outstanding common shares, for a period of six months, subject to contractual requirements. The Board will periodically review the Company’s Repurchase Program and may decide to extend its term or increase the authorized amount. As of June 30, 2025, no shares have been repurchased under the program.
Acquisitions
We purchased the Redwater Bitcoin Mining Facility in November 2024, and the Bald Eagle Bitcoin Mining Facility in January 2025. A discussion of the acquisitions is set forth above in footnote 3 to our financial statements included herein.
Status as an Emerging Growth Company
On April 5, 2012, the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for private companies.
We are in the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, as an “emerging growth company,” we intend to rely on certain of these exemptions from, without limitation, (i) providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act and (ii) complying with any requirement that may be adopted by the Public Company Accounting Oversight Board (PCAOB) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis. We will remain an “emerging growth company” until the earliest of (a) the last day of our fiscal year following the fifth anniversary of the closing of this offering, (b) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (c) the last day of our fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, or Exchange Act (which would occur if the market value of our equity securities that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter), or (d) the date on which we have issued more than $1 billion in nonconvertible debt during the preceding three-year period.
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
Results of Operations
The following discussion should be read in conjunction with the condensed unaudited financial statements for the interim periods ended September 30, 2025 and 2024 included in this report.
Revenues
The Company’s primary source of revenue is from its bitcoin mining operations.
We commenced mining bitcoin late in the fourth quarter of 2024 with the acquisition of the Redwater facility. As a result, there was no revenue generated from mining operations during the three and nine months ended September 30, 2024. During the three and nine months ended September 30, 2025, the revenue from bitcoin mining was $525,914 and $1,250,592, respectively. The operations resulted in the Company mining 4.7 BTC and 12.2 BTC for the three and nine months ended September 30, 2025, respectively.
During the three months and nine months ended September 30, 2025 and 2024, the Company also sold its hydroxyl generating devices directly to customers and indirectly to customers through sales brokers. During the three months ended September 30, 2025 and 2024, the Company sold and delivered nil and 8 hydroxyl generating devices, resulting in gross sales of nil and $41,315, respectively. During the nine months ended September 30, 2025 and 2024, the Company sold and delivered 12 and 8 hydroxyl generating devices, respectively, resulting in gross sales of $71,162 and $41,315, respectively. These revenues are included in gain(loss) from operations of discontinued component
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Operating Expenses
Three Months Ended September 30, 2025
| Three Months Ended September 30, | ||||||||||||||||
| OPERATING EXPENSES | 2025 | 2024 | Change | % | ||||||||||||
| Cost of revenue, excluding depreciation | 265,908 | - | 265,908 | 100.0 | % | |||||||||||
| Consulting | 2,605 | 141,694 | (139,089 | ) | -98.2 | % | ||||||||||
| Depreciation and amortization | 311,069 | 163,544 | 147,525 | 90.2 | % | |||||||||||
| Intangible asset impairment | - | 4,137,271 | (4,137,271 | ) | -100.0 | % | ||||||||||
| Investor and public relations | 290,622 | 61,814 | 228,808 | 370.2 | % | |||||||||||
| Lease expense | 9,476 | 782 | 8,694 | 1111.8 | % | |||||||||||
| Office and administrative | 186,167 | 277,438 | (91,271 | ) | -32.9 | % | ||||||||||
| Professional fees | 198,142 | 91,852 | 106,290 | 115.7 | % | |||||||||||
| Repairs and maintenance | 207,002 | - | 207,002 | 100.0 | % | |||||||||||
| Research and development | (48,141 | ) | 1,135 | (49,276 | ) | -4341.5 | % | |||||||||
| Sales and marketing | 45,087 | 20,281 | 24,806 | 122.3 | % | |||||||||||
| Severance expense | - | - | - | 0.0 | % | |||||||||||
| Share-based compensation | 1,138,108 | 63,552 | 1,074,556 | 1690.8 | % | |||||||||||
| Shareholder and regulatory | 31,694 | 13,431 | 18,263 | 136.0 | % | |||||||||||
| Travel and entertainment | 821 | 23,757 | (22,936 | ) | -96.5 | % | ||||||||||
| Wages and salaries | 547,512 | 486,521 | 60,991 | 12.5 | % | |||||||||||
| Write-off of inventory | - | - | - | 0.0 | % | |||||||||||
| Bitcoin unrealized (gain) loss market valuation | (259 | ) | - | (259 | ) | 100.0 | % | |||||||||
| Bitcoin realized (gain) loss market valuation | (48,371 | ) | - | (48,371 | ) | 100.0 | % | |||||||||
| Total operating expenses | 3,137,442 | 5,483,072 | (2,345,630 | ) | -42.8 | % | ||||||||||
Operating expenses primarily consist of wages and salaries, professional fees, consulting fees, office and administration, investor and public relations, research and development, and share-based compensation.
Operating expenses decreased during the three months ended September 30, 2025 by $2.3 million, or 43%, as compared to September 30, 2024 primarily due to the following:
| ● | Consulting expenses decreased by $139,089, or 98%, due to the limited services obtained from most outside consultants. |
| ● | Intangible asset impairment incurred in the three-month period ended September 30, 2024 of $4,137,271 did not reoccur in the three months ended September 30, 2025. |
| ● | Office and administrative costs decreased by $91,271, or 33%, due to a reduction in office related expenses resulting from a reduction in staff and the move to a virtual office. |
| ● | Research and development decreased by $49,276, or 4,342%, due to settlement and write off of RCS related expenses and the true-up of these expenses in the third quarter. |
| ● | Travel and entertainment decreased by $22,936, or 97%, due to decreased international travel for foreign business development. |
| ● | The Company recorded both realized and unrealized gains related to its Bitcoin mining operations in 2025, resulting in a reduction of operating expenses of $48,630. |
These decreases were partially offset by increases of:
| ● | Cost of revenue, excluding depreciation increased by $265,908 due to the cost of mining Bitcoin, which commenced during the fourth quarter of 2024. |
| ● | Professional fees increased by $106,290, or 115.7%, due to increased legal and auditing services during the third quarter of 2025. |
| ● | Repairs and Maintenance increased by $207,002 due to the increase in the repairs required for the Bitcoin facilities, which did not exist in the prior year period. |
| ● | Lease expense increased by $8,694, or 1,112%, due to our new West Palm Beach, FL location. |
| ● | Shareholder and regulatory costs increased by $18,263, or 136%, due to an increased number of shareholder meetings required to vote on additional items during the year. |
| ● | Investor and public relations increased by $228,808, or 370%, due to an increase in IR campaigns to promote the Company. |
| ● | Wages and salaries increased by $60,991, or 13%, due to increased staffing for Bitcoin mining and corporate. |
| ● | Share-based compensation increased by $1,074,556, or 1,691%, due to share-based compensation paid to the Board of Directors and Officers of the Company. |
| ● | Depreciation and amortization increased by $147,525, or 90%, due to the depreciation of fixed assets acquired related to the bitcoin mining operations. |
| ● | Sales and marketing increased by $24,806, or 122%, due to additional website and public relations services costs incurred during the year. |
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Operating Expenses
Nine Months Ended September 30, 2025
| Nine Months Ended September 30, | ||||||||||||||||
| OPERATING EXPENSES | 2025 | 2024 | Change | % | ||||||||||||
| Cost of revenue, excluding depreciation | 728,762 | - | 728,762 | 100.0 | % | |||||||||||
| Consulting | 190,075 | 327,794 | (137,719 | ) | -42.0 | % | ||||||||||
| Depreciation and amortization | 874,238 | 493,468 | 380,770 | 77.2 | % | |||||||||||
| Intangible asset impairment | - | 4,137,271 | (4,137,271 | ) | -100.0 | % | ||||||||||
| Investor and public relations | 400,693 | 104,460 | 296,233 | 283.6 | % | |||||||||||
| Lease expense | 22,491 | 59,358 | (36,867 | ) | -62.1 | % | ||||||||||
| Office and administrative | 545,608 | 853,881 | (308,273 | ) | -36.1 | % | ||||||||||
| Professional fees | 770,998 | 417,335 | 353,663 | 84.7 | % | |||||||||||
| Repairs and maintenance | 407,393 | - | 407,393 | 100.0 | % | |||||||||||
| Research and development | 18,775 | 5,087 | 13,688 | 269.1 | % | |||||||||||
| Sales and marketing | 113,780 | 79,022 | 34,758 | 44.0 | % | |||||||||||
| Severance expense | 124,983 | - | 124,983 | 100.0 | % | |||||||||||
| Share-based compensation | 1,346,606 | 127,674 | 1,218,932 | 954.7 | % | |||||||||||
| Shareholder and regulatory | 151,353 | 98,880 | 52,473 | 53.1 | % | |||||||||||
| Travel and entertainment | 9,114 | 31,915 | (22,801 | ) | -71.4 | % | ||||||||||
| Wages and salaries | 1,632,850 | 1,205,741 | 427,109 | 35.4 | % | |||||||||||
| Write-off of inventory | - | 38,470 | (38,470 | ) | -100.0 | % | ||||||||||
| Bitcoin unrealized (gain) loss market valuation | (80,577 | ) | - | (80,577 | ) | 100.0 | % | |||||||||
| Bitcoin realized (gain) loss market valuation | (48,371 | ) | - | (48,371 | ) | 100.0 | % | |||||||||
| Total operating expenses | 7,208,771 | 7,980,356 | (771,585 | ) | -9.7 | % | ||||||||||
Operating expenses decreased during the nine months ended September 30, 2025 decreased by $0.8 million, or 8%, as compared to September 30, 2024 primarily due to the following:
| ● | Consulting expenses decreased by $137,719, or 42%, due to the limited services obtained from outside consultants. |
| ● | Intangible asset impairment incurred in the nine-month period ended September 30, 2024 of $4,137,271 did not reoccur in the nine months ended September 30, 2025. |
| ● | Office and administrative costs decreased by $308,273, or 36%, due to a reduction in office related expenses resulting from a reduction in staff and the move to a virtual office. |
| ● | Lease expense decreased by $36,867, or 62%, due to the shift to a virtual office. |
| ● | Research and development decreased by $13,688, or 269%, due to settlement and write off of RCS related expenses and the true-up of these expenses in the third quarter. |
| ● | Travel and entertainment decreased by $22,801, or 71%, due to decreased international travel for foreign business development. |
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The Company recorded both realized and unrealized gains related to its Bitcoin mining operations in 2025, resulting in a reduction of operating expenses of $128,948. |
These decreases were partially offset by increases of:
| ● | Cost of revenue, excluding depreciation increased by $728,762 due to the cost of mining Bitcoin, which started in the fourth quarter of 2024. |
| ● | Depreciation and amortization increased by $380,770, or 77%, due to the depreciation of fixed assets acquired related to the bitcoin mining operations. |
| ● | Investor and public relations increased by $296,233, or 284%, due to an increase in IR campaigns to promote the Company. |
| ● | Professional fees increased by $353,663, or 84.7%, due to increased legal and auditing services during the third quarter of 2025. |
| ● | Repairs and Maintenance increased by $407,393 due to the increase in the repairs required for the Bitcoin facilities, which did not exist in the prior year period. |
| ● | Sales and marketing increased by $34,758 or 44%, due to additional website and public relations services costs incurred during the year. |
| ● | Increase in severance expense by $124,983 due to a severance agreement for Richard Wong (former CFO) entered into during Q1 2025. |
| ● | Share-based compensation increased by $1,218,932, or 955%, due to share-based compensation to Board of Directors, CEO and CFO of the Company. |
| ● | Shareholder and regulatory costs increased by $52,473, or 53%, due to increased number of shareholder meetings required to vote on additional items during the year. |
| ● | Wages and salaries increased by $427,109, or 35%, due to increased staffing for Bitcoin mining and corporate. |
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Other Expenses / (Income)
Three months ended September 30, 2025
| Three Months Ended September 30, | ||||||||||||||||
| 2025 | 2024 | Change | % | |||||||||||||
| OTHER EXPENSES | ||||||||||||||||
| Accretion of interest on debentures | 383,290 | 469,684 | (86,394 | ) | -18.4 | % | ||||||||||
| Change in fair value of derivative liabilities | - | (505,628 | ) | 505,628 | -100.0 | % | ||||||||||
| Foreign exchange (gain) loss | (4,078 | ) | 67,699 | (71,777 | ) | -106.0 | % | |||||||||
| Loss (gain) on conversion of convertible debt | - | 235,376 | (235,376 | ) | -100.0 | % | ||||||||||
| Loss (Gain) on debt extinguishment | 5,389,071 | (75,119 | ) | 5,464,190 | -7274.0 | % | ||||||||||
| Loss (Gain) on extinguishment of warrant liability | - | (14,769 | ) | 14,769 | -100.0 | % | ||||||||||
| Other income | - | (28,956 | ) | 28,956 | -100 | % | ||||||||||
| Other loss | 15.657 |
- | 15,657 |
100 | % | |||||||||||
| Total other expenses | 5,783,940 | 148,287 | 5,635,653 | 3800.5 | % | |||||||||||
Other expense for the three months ended September 30, 2025 increased by $5.6 million, or 3,800%, as compared to September 30, 2024 due to the following:
| ● | Change in fair value of derivative liabilities resulted in other income of $505,628 during the three months ended September 30, 2024. Due to derivatives being reclassed to APIC in Q2 2025, there was no expense or income recorded in the current year period. There will be no further change in fair value. |
| ● | Loss (gain) on debt extinguishment increased by $5,464,190, from a gain of $75,119 in the three months ended September 30, 2024 to a loss of $5,389,070 in the current year period for convertible debentures converted during the current year period. |
| ● | Loss (gain) on extinguishment of warrant liability increased by $14,769 due to a gain reported in the three months ended September 30, 2024 with no gain or loss recognized in the current year period. |
| ● | Other income decreased by $28,956, or 100%, due to less interest income received during the year . |
The increases in other expense were partially offset by:
| ● | Accretion of interest on debentures decreased by $86,394, or 18%, due to reduced debt levels compared to the comparable prior year period, resulting from conversions of debt to equity. |
| ● | Foreign exchange (gain) loss improved by $71,777 from a loss of $63,834 during the three months ended September 30, 2024 to a gain of $4,077 in the current year period. |
| ● | Loss (gain) on conversion of convertible debt improved by $235,376, or 100%, due to unscheduled conversion loss being classified as extinguishments after conversion feature reclassed to equity. | |
| ● | Write-off of inventory of $38,470 was reported during the nine months ended September 30, 2024, but did not reoccur in the current year period. |
Other Expenses / (Income)
Nine months ended September 30, 2025
| Nine Months Ended September 30, | ||||||||||||||||
| 2025 | 2024 | Change | % | |||||||||||||
| OTHER EXPENSES | ||||||||||||||||
| Accretion of interest on debentures | 2,320,917 | 2,672,765 | (351,848 | ) | -13.2 | % | ||||||||||
| Change in fair value of derivative liabilities | (2,976,911 | ) | (1,198,554 | ) | (1,778,357 | ) | 148.4 | % | ||||||||
| Foreign exchange (gain) loss | 73,548 | (26,819 | ) | 100,367 | -374.2 | % | ||||||||||
| Loss (gain) on conversion of convertible debt | (86,563 | ) | 1,627,858 | (1,714,421 | ) | -105.3 | % | |||||||||
| Loss (Gain) on debt extinguishment | 10,119,711 | 2,223,250 | 7,896,461 | 355.2 | % | |||||||||||
| Loss (Gain) on extinguishment of warrant liability | - | (14,769 | ) | 14,769 | -100.0 | % | ||||||||||
| Other income | (51,997 | ) | (102,762 | ) | 50,765 | -49.4 | % | |||||||||
| Other loss | - | 4,252 | (4,252 | ) | 0.0 | % | ||||||||||
| Total other expenses | 9,398,705 | 5,185,221 | 4,213,484 | 81.3 | % | |||||||||||
Other expense for the nine months ended September 30, 2025 increased by $4.2 million, or 81%,when compared to the nine months ended September 30, 2024 due to the following:
| ● | Foreign exchange (gain) loss worsened by $100,367 from a gain of $26,819 during the nine months ended September 30, 2024 to a loss of $73,548 in the current year period |
| ● | Loss (gain) on debt extinguishment increased by $7,896,461, or 355%, due to more extinguished debt revalued at losses during the current year period. |
| ● | Loss (gain) on extinguishment of warrant liability increased by $14,769 due to a gain reported in the nine months ended September 30, 2024 with no gain or loss recognized in the current year period. |
| ● | Other income decreased by $50,765, or 49%, due to less interest income earned during the current period. |
The increases in other expense were partially offset by:
| ● | Accretion of interest on debentures decreased by $351,848, 13%, due to a lower accretion interest rates applied to Q2 2025 outstanding debentures. The higher accretion interest rates for Q3 2024 were due to higher amounts of initial convertible debenture balance being bifurcated to derivative liabilities, creating a lower opening convertible debenture balance and higher accretion interest rate. |
| ● | Change in fair value of derivative liabilities improved by $1,778,357, or 148%, due to (1) the draw down as well as the extinguishment of conversion feature derivatives as a result of significant conversions of several tranches of debentures, and (2) the Company’s stock price stabilizing during the period between, resulting in the smaller revaluation adjustment as of September 30, 2025 and 3) derivatives reclassed to APIC in Q2 2025. |
| ● | (Gain) loss on conversion of convertible debt improved by $1,714,421, or 105%, due to unscheduled conversion loss being classified as extinguishments after conversion feature reclassed to equity. |
| ● | Other loss of $4,252 was reported during the nine months ended September 30, 2024, but did not reoccur in the current year period. |
|
|
Liquidity and Capital Resources
The Company’s primary need for liquidity is to fund working capital requirements, capital expenditures, and for general corporate purposes. The Company’s ability to fund operations and make planned capital expenditures and debt service obligations depends on future operating performance and cash flows, which are subject to prevailing economic conditions, financial markets, business and other factors. We have recorded a net loss of $16,557,023 for the nine months ended September 30, 2025. We have recorded an accumulated deficit of $77,339,142 as of September 30, 2025 and $60,782,119 as of December 31, 2024. Net cash used in operating activities for the nine months ended September 30, 2025 and 2024 was $5,434,276 and $3,429,189, respectively.
The Company held $894,701 in cash as of September 30, 2025 as compared to $489,868 as of December 31, 2024.
Our future capital requirements will depend on many factors, including:
| ● | the cost of repairs and maintenance of our power generation and mining equipment in out bitcoin mining facilities; | |
| ● | the cost and timing of our regulatory activities, especially the process to obtain regulatory approval for our intellectual properties in the U.S. and in foreign countries; | |
| ● | the costs of R&D activities we undertake to further develop our technology; | |
| ● | the costs of commercialization activities, including sales, marketing and production; | |
| ● | the costs of our mergers and acquisitions activity; | |
| ● | the level of working capital required to support our growth; and | |
| ● | our need for additional personnel, accounting and auditing projects, information technology or other operating infrastructure to support our growth and operations as a public company. |
The accompanying interim financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The interim financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
As discussed above, the Offering, which closed on October 31, 2025, will provide the Company with up to $10.0 million of working capital. The working capital provided by the Offering, coupled with the projected cash flow from operations is expected to be sufficient to fund its operating expenses and capital expenditure requirements for at least twelve months from the date these financial statements are issued.
Cash Flows
The net cash used by operating activities for the nine months ended September 30, 2025 was $5,434,274 compared to $3,429,189 for the nine months ended September 30, 2024. The increase in net cash used by operating activities of $2,005,085 was primarily due to the following:
| ● | Increase in net loss of $3,149,859 due to operating expenses and other income (expense) noted above. |
| ● | The net loss for the nine months ended September 30, 2025 did not include a non-cash charge for the impairment of intangible assets, while the comparable prior year period net loss included a $4,137,271 impairment charge. |
| ● | Decrease in amortization of deferred debt costs of $323,705, resulting in a decreased adjustment for non-cash expenses. |
| ● | Non-cash change in fair value of derivative liabilities improved by $1,778,357 due to (1) the draw down as well as the extinguishment of conversion feature derivatives because of significant conversions of several tranches of debentures, and (2) the Company’s stock price stabilizing during the period between, resulting in the smaller revaluation adjustment as of September 30, 2025 |
| ● | Improvement in (gain) loss on conversion of convertible debt cash adjustment by $1,714,421 due to a significant amount of unscheduled conversions that resulted in shares issued at a higher premium above the exercise price compared to shares issued during the nine months ended September 30, 2024. |
These increases in net cash used by operating activities were partially offset by:
| ● | Increase in depreciation and amortization of $405,617. |
| ● | Increase in prepaid expenses and other current assets used in operating activities of $27,848 |
| ● | Increase in cash flow adjustments of $1,468,044 for share-based compensation due to share compensation issued to the Board of Directors, the CEO and CFO of the Company. |
| ● | Increase in accounts payable and accrued liabilities of $1,745 due to delays in paying bills, AP turnover slowed. |
| ● | In June 2025, the Company mutually agreed to return the RCS assets to the seller and, as a result, wrote off the RCS assets, which is reflected on the Statement of Cashflow in the operating activities as Loss on disposal of business $880,482. |
| ● | Increase in loss on debt extinguishment cash adjustment by $7,896,460 because of unscheduled conversions of debentures into the Company’s common shares which triggered extinguishments of debt due to the change of the fair value of the debt after the conversions. |
|
|
Net cash used in investing activities was $5,516,822. During nine months ended September 30, 2025, the Company paid $4,765,000 for the Bald Eagle Bitcoin Mining Acquisition, invested $1,080,348 in additional equipment related to its Bitcoin mining activities and received $328,526 for the sale of Bitcoin.
Net cash provided by financing activities for the nine months ended September 30, 2025 was $11,465,126. This primarily represents net proceeds from debentures of $9,795,000, proceeds from the exercise of warrants of $403,061 and proceeds received from the loan payable of $275,000, which were partially offset by repayments on convertible debentures of $110,000, and financing costs of debentures of $157,000. Net cash provided by financing activities for the nine months ended September 30, 2024, represented net proceeds from debentures of $2,250,000. This was partially offset by repayments on convertible debentures of $802,282 and financing costs of debentures of $84,463.
Off Balance Sheet Arrangements
None.
Significant Accounting Policies
See the footnotes to our unaudited financial statements for the nine months ended September 30, 2025 and 2024, included with this quarterly report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a registrant that qualifies as a smaller reporting company, the Company is not required to provide the information required by this Item.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States. Management assessed the effectiveness of our internal control over financial reporting as of September 30, 2025. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework in the 2013 COSO framework. Based on this assessment, management concluded that our disclosure controls and procedures were effective.
Changes in Internal Controls
There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Limitations on Effectiveness of Controls and Procedures
Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving the desired control objectives. Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met. 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 judgment in evaluating the benefits of possible controls and procedures relative to their costs. Similarly, an evaluation of controls cannot provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.
|
|
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
For a discussion of legal proceedings, see Note 16 to the unaudited condensed consolidated financial statements included under Part I, Item 1 of this report.
Item 1A. Risk Factors
As a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The Company had the following sales of unregistered securities during the nine months ended September 30, 2025:
On January 16, 2025, investors purchased $7,700,000 in convertible debentures. The convertible debt and warrants were issued with an exercise price of $23.58 and $25.938, respectively. The issuance of the additional tranche triggered the round down provision, adjusting the exercise prices of the First, Second, Third, Fourth, Fifth, Sixth, and Seventh Tranche Debentures and the First, Second, Third, Fourth, Fifth, Sixth, and Seventh Tranche Warrants to $23.58.
On April 22, 2025, an Investor purchased a promissory note of $290,000. The promissory note has an original issue discount of $40,000 and a one-time interest charge of 12% ($34,800).
On July 21, 2025, Investors purchased an additional tranche of debt of $833,334 with a 10% original issue discount for gross proceeds of $750,000 (the “July 2025 Debentures”) due July 21, 2026. The Debentures were convertible into common shares at $6.741 per share The Debentures have round down provisions whereby the conversion and strike prices will be adjusted downward if the Company issues equity instruments at lower prices. The issuance of the additional tranche triggered the round down provision, adjusting the exercise price of the First, Second, Third, Fourth, Fifth, Sixth, Seventh, January 2025, and March 2025 Tranche Debentures and First, Second, Third, Fourth, Fifth, Sixth, Seventh, January 2025, and March 2025 Tranche Warrants to $6.741.
On September 25, 2025, Investors purchased an additional tranche of debt of $550,000 with a 10% original issue discount for gross proceeds of $495,000 (the “September 2025 Debentures”) due September 25, 2026. The Debentures were convertible into common shares at $2.41 per share The Debentures have round down provisions whereby the conversion and strike prices will be adjusted downward if the Company issues equity instruments at lower prices. The issuance of the additional tranche triggered the round down provision, adjusting the exercise price of the First, Second, Third, Fourth, Fifth, Sixth, Seventh, January 2025, March 2025, and May 2025 Tranche Debentures and First, Second, Third, Fourth, Fifth, Sixth, Seventh, January 2025, March 2025, and May 2025 Tranche Warrants to $2.41.
Critical Accounting Estimates
We are not aware of any material changes to our critical accounting estimates set forth under the caption “Critical Accounting Estimates” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 7, 2025, (our “Annual Report”), which is incorporated herein by reference, as well as in the other public filings we make with the U.S. Securities and Exchange Commission (the “SEC”).
Recent Accounting Pronouncements
See Note 2 – Summary of Significant Accounting Policies to our Condensed Consolidated Financial Statements for a discussion of recent accounting standards and pronouncements.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
| 10.1 | Signed Consultancy Agreement - Chris Polimeni |
| 10.2 | Signed Consultancy Agreement - Jolie Kahn |
| 10.3 | Signed Consultancy Agreement - Peter Wylie |
| 31.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
| 31.2 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
| 32.1 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
| 32.2 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
| 101.ins | Inline XBRL Instance Document** |
| 101.sch | Inline XBRL Taxonomy Schema Document** |
| 101.cal | Inline XBRL Taxonomy Calculation Document** |
| 101.def | Inline XBRL Taxonomy Linkbase Document** |
| 101.lab | Inline XBRL Taxonomy Label Linkbase Document** |
| 101.pre | Inline XBRL Taxonomy Presentation Linkbase Document** |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Furnished herewith |
| ** | Filed herein |
|
|
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.
| AVAX ONE TECHNOLOGY LTD. | ||
| Date: November 14, 2025 | By: | /s/ Jolie Kahn |
| Name: | Jolie Kahn | |
| Title: | Chief Executive Officer (Principal Executive Officer) | |
| Date: November 14, 2025 | By: | /s/ Chris Polimeni |
| Name: | Chris Polimeni | |
| Title: | Chief Financial Officer (Principal Financial and Accounting Officer) | |
|
|
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Jolie Kahn, certify that:
1. I have reviewed this quarterly report on Form 10-Q of AVAX One Technology Ltd.
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly for the period in which this quarterly report is being prepared; | |
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
| a) | all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | any fraud, whether material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
| Dated: November 14, 2025 | By: | /s/ Jolie Kahn |
| Jolie Kahn | ||
| Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Chris Polimeni, certify that:
1. I have reviewed this quarterly report on Form 10-Q of AVAX One Technology Ltd.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly for the period in which this quarterly report is being prepared; | |
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
| a) | all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | any fraud, whether material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
| Dated: November 14, 2025 | By: | /s/ Chris Polimeni |
| Chris Polimeni | ||
| Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
About the Quarterly Report of AVAX One Technology Ltd. (the “Company”) on Form 10-Q for the period ended September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Jolie Kahn, Chief Executive Officer (Principal Executive Officer) of the Company, certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: November 14, 2025 | By: | /s/ Jolie Kahn |
| Jolie Kahn | ||
| Chief Executive Officer (Principal Executive Officer) |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
About the Quarterly Report of AVAX One Technology Ltd. (the “Company”) on Form 10-Q for the period ended September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Chris Polimeni, Chief Financial Officer (Principal Financial and Accounting Officer) of the Company, certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: November 14, 2025 | By: | /s/ Chris Polimeni |
| Chris Polimeni | ||
| Chief Financial Officer (Principal Financial and Accounting Officer) |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.