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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

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: 001-38834

TON STRATEGY COMPANY

(Exact name of registrant as specified in its charter)

Nevada |  | 90-1118043
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

2300 West Sahara Avenue, Suite 800 Las Vegas, Nevada |  | 89102
(Address of principal executive offices) |  | (Zip Code)

(855) 250-2300

(Registrant’s telephone number, including area code)

N/A

(Former name, 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 Stock, $0.0001 par value |  | TONX |  | The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act

Large accelerated filer | ☐ | Accelerated filer | ☐
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 May 6, 2026, there were 56,530,617 shares of common stock, $0.0001 par value per share, outstanding.

TON STRATEGY COMPANY

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS |  | 3
PART I - FINANCIAL INFORMATION |  | 5
ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED) |  | 5
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |  | 32
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |  | 49
ITEM 4 - CONTROLS AND PROCEDURES |  | 49
PART II - OTHER INFORMATION |  | 50
ITEM 1 - LEGAL PROCEEDINGS |  | 50
ITEM 1A - RISK FACTORS |  | 50
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |  | 50
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES |  | 50
ITEM 4 - MINE SAFETY DISCLOSURES |  | 50
ITEM 5 - OTHER INFORMATION |  | 50
ITEM 6 - EXHIBITS |  | 50
SIGNATURES |  | 52

2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q for the three months ended March 31, 2026 (this “Quarterly Report”), includes “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”), which statements are subject to considerable risks and uncertainties. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not statements of historical facts and can be identified by words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” or similar expressions and the negatives of those expressions. Forward-looking statements also include the assumptions underlying or relating to such statements.

Our forward-looking statements are based on our management’s current beliefs, assumptions and expectations about future events and trends, which affect or may affect our business, strategy, operations, financial performance or liquidity. Although we believe these forward-looking statements are based upon reasonable assumptions, they are subject to numerous known and unknown risks and uncertainties and are made in light of information currently available to us. Some of the risks and uncertainties that may impact our forward-looking statements include, but are not limited to, the following factors:

● our incursion of significant net losses and uncertainty whether we will achieve or maintain profitable operations;

● our ability to grow and compete in the future, and to execute our business strategy;

● our decision to implement a digital asset currency treasury strategy, whereby we acquire Toncoin, the native digital asset currency of The Open Network (“TON”) blockchain and our dependence on TON and Toncoin as a result of this strategy;

● our ability to maintain and expand our customer base and to convince our customers to increase the use of our services and/or platform;

● our financial results and the market price of our common stock may be affected by the price of Toncoin, and our Toncoin holdings will be less liquid than cash and cash equivalents;

● changes in the broader digital asset regulatory landscape and as it relates to TON and Toncoin and our failure to comply with applicable regulatory requirements and risks related to any actions we may take to prevent or correct such failure;

● the availability of opportunities to stake Toncoin;

● the competitive market in which we operate;

● our ability to increase the number of our strategic relationships or grow the revenues received from our current strategic relationships;

● our ability to develop enhancements and new features to our existing service or acceptable new services that keep pace with technological developments;

● our ability to successfully launch new product platforms, including MARKET.live, the rate of adoption of these platforms and the revenue generated from these platforms;

● our ability to deliver our services, as we depend on third party Internet providers;

● our ability to attract and retain qualified management personnel;

3

● our susceptibility to cybersecurity incidents and other disruptions, particularly as it relates to our holdings of Toncoin;

● our ability to maintain compliance with the listing requirements of the Nasdaq Capital Market;

● the impact of, and our ability to operate our business and effectively manage our growth under evolving and uncertain global economic, political, and social trends, including inflation, rising interest rates, and recessionary concerns: and

● we granted some equity awards pursuant to our 2019 Stock and Incentive Compensation Plan, as amended, or the Incentive Plan, that may not have been registered or had a valid exemption from registration, and we may be subject to claims for rescission or damages;

● we ratified certain corporate actions under Nevada law, however, there can be no assurance that claims will not be made to challenge the validity of the ratification or the related corporate actions.

The forward-looking statements contained in this Quarterly Report are based on management’s current plans, estimates and expectations in light of information currently available to us, and they are subject to uncertainty and changes in circumstances. There can be no assurance that future developments affecting us will be those we have anticipated. Actual results may differ materially from these expectations due to changes in global, regional or local political, economic, business, competitive, market, regulatory and other factors, many of which are beyond our control, as well as the other factors described in the section entitled “Risk Factors” within this Quarterly Report and in the other reports we file with the Securities and Exchange Commission (“SEC”). These risks and uncertainties include those described in the section entitled “Risk Factors.”

You should not place undue reliance on these forward-looking statements. Our forward-looking statements are based on the information currently available to us and speak only as of the date on which they were made. Additional factors or events that could cause our actual results to differ may also emerge from time to time, and it is not possible for us to predict all of them. Over time, our actual results, performance, or achievements may differ from those expressed or implied by our forward-looking statements, and such difference might be significant and materially adverse to our security holders. Comparisons of results for current and any prior periods are not intended to express any future trends, or indications of future performance, unless expressed as such, and should only be viewed as historical data. Except as required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. We have identified some of the important factors that could cause future events to differ from our current expectations and they are described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”) under the captions “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as in other documents that we may file with the SEC, all of which you should review carefully. We qualify all of our forward-looking statements by these disclaimers.

4

PART I — FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025 |  | 6
Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 (unaudited) |  | 7
Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2026 and 2025 (unaudited) |  | 8
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (unaudited) |  | 9
Notes to Condensed Consolidated Financial Statements (unaudited) |  | 10-31

5

TON STRATEGY COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

|  | March 31, 2026 |  |  | December 31, 2025 |
|  | (unaudited) |  |  |  |
ASSETS |  |  |  |  |  |  |  |
Current assets |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 34,784 |  |  | $ | 39,493 |
Restricted cash |  |  | 169 |  |  |  | 169 |
Accounts receivable, net of allowance for credit losses of $5 as of March 31, 2026 and December 31, 2025 |  |  | 438 |  |  |  | 441 |
ERC receivable – short-term |  |  | 734 |  |  |  | 734 |
Prepaid expenses and other current assets – related parties |  |  | 150 |  |  |  | 163 |
Prepaid expenses and other current assets |  |  | 1,086 |  |  |  | 1,364 |
Total current assets |  |  | 37,361 |  |  |  | 42,364 |
Long-lived assets, net |  |  | 366 |  |  |  | 389 |
Intangible assets, net |  |  | 60 |  |  |  | 48 |
Goodwill |  |  | 5,165 |  |  |  | 5,165 |
TON - unrestricted |  |  | 72,446 |  |  |  | 89,628 |
TON - restricted |  |  | 199,580 |  |  |  | 267,181 |
Other non-current assets – related party |  |  | 2,753 |  |  |  | 2,790 |
Other non-current assets, net of allowance for credit losses of $357 and $310 as of March 31, 2026 and December 31, 2025, respectively |  |  | 3,933 |  |  |  | 3,599 |
Total assets |  | $ | 321,664 |  |  | $ | 411,164 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |
Current liabilities |  |  |  |  |  |  |  |
Accounts payable |  | $ | 1,715 |  |  | $ | 1,874 |
Accounts payable – related parties |  |  | 306 |  |  |  | 269 |
Accounts payable |  |  | 306 |  |  |  | 269 |
Accrued expenses |  |  | 1,034 |  |  |  | 589 |
Contract liabilities |  |  | 36 |  |  |  | 155 |
Accrued payroll |  |  | 416 |  |  |  | 828 |
Accrued officers’ compensation |  |  | 1,424 |  |  |  | 245 |
Operating lease liabilities, current |  |  | 105 |  |  |  | 129 |
Contingent liability, current |  |  | - |  |  |  | 500 |
Total current liabilities |  |  | 5,036 |  |  |  | 4,589 |
Long-term liabilities |  |  |  |  |  |  |  |
Contingent liability, non-current |  |  | - |  |  |  | 100 |
Operating lease liabilities, non-current |  |  | 63 |  |  |  | 80 |
Total liabilities |  |  | 5,099 |  |  |  | 4,769 |
Commitments and contingencies (Note 11) |  |  | - |  |  |  | - |
Stockholders’ equity |  |  |  |  |  |  |  |
Common stock, $0.0001 par value, 400,000,000 shares authorized, 56,530,617 shares issued and outstanding as of March 31, 2026 and December 31, 2025 |  |  | 6 |  |  |  | 6 |
Additional paid-in capital |  |  | 744,329 |  |  |  | 743,207 |
Accumulated deficit |  |  | (427,763 | ) |  |  | (336,725 | )
Total stockholders’ equity in Ton Strategy Company |  |  | 316,572 |  |  |  | 406,488 |
Non-controlling interests |  |  | (7 | ) |  |  | (93 | )
Total stockholders’ equity |  |  | 316,565 |  |  |  | 406,395 |
Total liabilities and stockholders’ equity |  | $ | 321,664 |  |  | $ | 411,164 |

See accompanying notes to the condensed consolidated financial statements

6

TON STRATEGY COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

(unaudited)

|  | 2026 |  |  | 2025 |
|  | Three Months Ended March 31, |
|  | 2026 |  |  | 2025 |
Revenue |  | $ |  |  |  | $ |  |
TON |  |  | 2,032 |  |  |  | - |
TON – related party |  |  | 970 |  |  |  | - |
TON |  |  | 970 |  |  |  | - |
MARKET.live |  |  | 1,704 |  |  |  | 561 |
Go Fund Yourself |  |  | 547 |  |  |  | 744 |
Total Revenue |  |  | 5,253 |  |  |  | 1,305 |
Cost of revenue |  |  |  |  |  |  |  |
TON |  |  | 156 |  |  |  | - |
MARKET.live (For the three months ended March 31, 2026 and 2025 includes amortization of $0 and $249, respectively) |  |  | 964 |  |  |  | 424 |
Go Fund Yourself |  |  | 176 |  |  |  | 172 |
Total Cost of Revenue |  |  | 1,296 |  |  |  | 596 |
Gross profit |  |  | 3,957 |  |  |  | 709 |
Operating expenses |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 19 |  |  |  | 37 |
General & administrative - related parties |  |  | 1,026 |  |  |  | 933 |
General and administrative |  |  | 6,797 |  |  |  | 2,398 |
Total operating expenses |  |  | 7,842 |  |  |  | 3,368 |
Operating loss |  |  | (3,885 | ) |  |  | (2,659 | )
Other income (expense), net |  |  |  |  |  |  |  |
Interest income |  |  | 340 |  |  |  | 121 |
Unrealized gain (loss) on investments |  |  | (64 | ) |  |  | 83 |
Other income (expense), net |  |  | (87,343 | ) |  |  | 17 |
Total other income (expense), net |  |  | (87,067 | ) |  |  | 221 |
Net loss before income taxes |  |  | (90,952 | ) |  |  | (2,438 | )
Income tax expense (benefit) |  |  | - |  |  |  | - |
Net loss |  |  | (90,952 | ) |  |  | (2,438 | )
Less: Net income attributable to non-controlling interests |  |  | 86 |  |  |  | 126 |
Net loss attributable to Ton Strategy Company and its common stockholders |  |  | (91,038 | ) |  |  | (2,564 | )
Loss per share from operations– basic and diluted |  | $ | (1.56 | ) |  | $ | (2.51 | )
Weighted average number of common shares outstanding – basic and diluted |  |  | 58,208,613 |  |  |  | 1,019,801 |

See accompanying notes to the condensed consolidated financial statements

7

TON STRATEGY COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share and per share data)

(unaudited)

For the three months ended March 31, 2026

|  | Shares |  |  | Amount |  |  | Shares |  |  | Amount |  |  | Capital |  |  | Deficit |  |  | interests |  |  | Total |
|  | Preferred Stock |  |  | Common Stock |  |  | Additional Paid-in |  |  | Accumulated |  |  | Non-controlling |  |  |  |
|  | Shares |  |  | Amount |  |  | Shares |  |  | Amount |  |  | Capital |  |  | Deficit |  |  | interests |  |  | Total |
Balance as of December 31, 2025 |  |  | - |  |  | $ | - |  |  |  | 56,530,617 |  |  | $ | 6 |  |  | $ | 743,207 |  |  | $ | (336,725 | ) |  | $ | (93 | ) |  | $ | 406,395 |
Fair value of vested restricted stock awards and stock options |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,122 |  |  |  | - |  |  |  | - |  |  |  | 1,122 |
Net income (loss) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (91,038 | ) |  |  | 86 |  |  |  | (90,952 | )
Balance as of March 31, 2026 |  |  | - |  |  | $ | - |  |  |  | 56,530,617 |  |  | $ | 6 |  |  | $ | 744,329 |  |  | $ | (427,763 | ) |  | $ | (7 | ) |  | $ | 316,565 |

For the three months ended March 31, 2025

|  | Shares |  |  | Amount |  |  | Shares |  |  | Amount |  |  | Capital |  |  | Deficit |  |  | interests |  |  | Total |
|  | Preferred Stock |  |  | Common Stock |  |  | Additional Paid-in |  |  | Accumulated |  |  | Non-controlling |  |  |  |
|  | Shares |  |  | Amount |  |  | Shares |  |  | Amount |  |  | Capital |  |  | Deficit |  |  | interests |  |  | Total |
Balance as of December 31, 2024 |  |  | - |  |  | $ | - |  |  |  | 993,120 |  |  | $ | 1 |  |  | $ | 203,295 |  |  | $ | (187,094 | ) |  | $ | (181 | ) |  | $ | 16,021 |
Balance |  |  | - |  |  | $ | - |  |  |  | 993,120 |  |  | $ | 1 |  |  | $ | 203,295 |  |  | $ | (187,094 | ) |  | $ | (181 | ) |  | $ | 16,021 |
Fair value of vested restricted stock awards and stock options |  |  | - |  |  |  | - |  |  |  | 120,023 |  |  |  | - |  |  |  | 958 |  |  |  | - |  |  |  | - |  |  |  | 958 |
Net income (loss) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (2,564 | ) |  |  | 126 |  |  |  | (2,438 | )
Balance as of March 31, 2025 |  |  | - |  |  | $ | - |  |  |  | 1,113,143 |  |  | $ | 1 |  |  | $ | 204,253 |  |  | $ | (189,658 | ) |  | $ | (55 | ) |  | $ | 14,541 |
Balance |  |  | - |  |  | $ | - |  |  |  | 1,113,143 |  |  | $ | 1 |  |  | $ | 204,253 |  |  | $ | (189,658 | ) |  | $ | (55 | ) |  | $ | 14,541 |

See accompanying notes to the condensed consolidated financial statements

8

TON STRATEGY COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

|  | 2026 |  |  | 2025 |
|  | Three Months Ended March 31, |
|  | 2026 |  |  | 2025 |
Operating Activities: |  |  |  |  |  |  |  |
Net loss |  | $ | (90,952 | ) |  | $ | (2,438 | )
Adjustments to reconcile net loss to net cash used in operating activities: |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 19 |  |  |  | 286 |
Share-based compensation |  |  | 1,122 |  |  |  | 958 |
Reserve for credit losses |  |  | 47 |  |  |  | - |
Unrealized (gain) loss on investments |  |  | 64 |  |  |  | (83 | )
Non-cash consideration received in the form of convertible promissory notes |  |  | (445 | ) |  |  | - |
Non-cash consideration received in the form of TON |  |  | (2,032 | ) |  |  | - |
Non-cash consideration received in the form of TON – related party |  |  | (1,119 | ) |  |  | - |
Non-cash consideration received in the form of TON |  |  | (1,119 | ) |  |  | - |
Non-cash transaction fees paid with Digital Assets |  |  | 6 |  |  |  | - |
Unrealized loss on fair value of Digital Assets |  |  | 87,928 |  |  |  | - |
Effect of changes in assets and liabilities: |  |  |  |  |  |  |  |
Accounts receivable |  |  | 3 |  |  |  | (882 | )
ERC receivable |  |  | - |  |  |  | 1,724 |
Prepaid expenses and other non-current and current assets – related parties |  |  | 50 |  |  |  | - |
Prepaid expenses and other current assets |  |  | 278 |  |  |  | - |
Operating lease right-of-use assets |  |  | 14 |  |  |  | 33 |
Accounts payable, accrued expenses, and accrued interest |  |  | 489 |  |  |  | (743 | )
Contract liabilities |  |  | (119 | ) |  |  | 104 |
Operating lease liabilities |  |  | (40 | ) |  |  | (29 | )
Net cash used in operating activities |  |  | (4,687 | ) |  |  | (1,070 | )
Investing Activities: |  |  |  |  |  |  |  |
Purchases of investments – trading securities |  |  | - |  |  |  | (507 | )
Proceeds from sale of investments – trading securities |  |  | - |  |  |  | 421 |
Purchases of property and equipment |  |  | (9 | ) |  |  | (66 | )
Purchases of intangible assets |  |  | (12 | ) |  |  | - |
Net cash used in investing activities |  |  | (21 | ) |  |  | (152 | )
Financing Activities: |  |  |  |  |  |  |  |
Payment of note payable |  |  | - |  |  |  | (118 | )
Net cash used in financing activities |  |  | - |  |  |  | (118 | )
Net change in cash and restricted cash |  |  | (4,708 | ) |  |  | (1,340 | )
Cash, cash equivalents and restricted cash - beginning of period |  |  | 39,661 |  |  |  | 8,495 |
Cash, cash equivalents and restricted cash - end of period |  | $ | 34,953 |  |  | $ | 7,155 |

See accompanying notes to the condensed consolidated financial statements

9

TON STRATEGY COMPANY

Notes to Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2026 and 2025

(in thousands, except share and per share data)

(unaudited)

1. DESCRIPTION OF BUSINESS

Our Business

References in this document to the “Company,” “we,” “us,” or “our” are intended to mean TON Strategy Company, individually, or as the context requires, collectively with its subsidiaries on a consolidated basis.

Name Change

Effective September 2, 2025, we changed our name from Verb Technology Company, Inc. to TON Strategy Company by filing a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of the State of Nevada. As a result of the name change, the Company changed its trading symbol on the Nasdaq Capital Market for the Company’s common stock from “VERB” to “TONX,” effective September 2, 2025.

TON Strategy Company

TON Strategy Company is a digital asset treasury and Web3 ecosystem company focused on supporting The Open Network, a public blockchain originally developed to integrate with Telegram, one of the world’s largest messaging platforms. The Open Network blockchain is designed to process transactions quickly and at scale, enabling a range of decentralized applications and digital services that can be accessed directly through Telegram’s global user base of more than one billion people.

The Company’s core business is the management of its corporate treasury holdings of Toncoin (“TON” or “Toncoin”), the native digital asset of the TON blockchain. This includes staking TON, which involves locking up tokens to help secure and validate the network in exchange for staking rewards. Through these activities, the Company seeks to support the TON ecosystem while managing its digital assets in line with applicable regulatory, accounting, and risk-management standards. The Company may also pursue other Web3 initiatives within the TON ecosystem to help promote the network’s long-term growth and adoption.

Beginning in August 2025, the Company implemented its TON Treasury Strategy, utilizing proceeds from its capital-raising activities to acquire Toncoin and participate in staking activities on the TON network (the “Network”). The Company formally commenced staking operations in August of 2025 and staking is now a primary source of yield generation and a core component of its digital asset treasury strategy.

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As of March 31, 2026, the Company utilizes two third-party custodians—BitGo Trust Company, Inc. and Blockchain.com (Cayman) Limited—to manage and stake its Toncoin holdings. While the Company’s staking agreements are governed directly through these custodians, the custodians may engage third-party service providers to operate validator or staking infrastructure on their behalf. All TON staked by the Company is deployed through single-nominator validator pools and is not commingled with assets of other clients or participants. When chosen as validators by the TON network, these validators earn staking rewards and transaction fees proportional to the amount of stake delegated to them.

As of March 31, 2026, the Company had staked 221,221,344 units of TON on the TON blockchain. For the three months ended March 31, 2026, the Company earned 2,175,183 units of TON and recognized revenue from staking rewards of $3,002.

In addition to our digital asset business, the Company has three additional complementary business units. They are MARKET.live, a livestream shopping platform and digital media agency; LyveCom, an AI social commerce technology software provider; Go Fund Yourself, a social crowd-funding platform and interactive reality TV show for Regulation CF and Regulation A issuers. During the year ended December 31, 2025, the Company dissolved Vanity Prescribed LLC and sold Good Girl LLC both wellness focused ecommerce sites providing telehealth services.

MARKET.live

Focused on interactive, video-based social commerce, MARKET.live is a multi-vendor livestream shopping platform that merges e-commerce and entertainment, enabling brands, retailers, and creators to broadcast shoppable events simultaneously across major social and video channels, including TikTok, YouTube, Facebook, Instagram, and Pinterest. The platform’s integrations with Meta, TikTok, Pinterest, and other networks enable native, frictionless checkout experiences within each application, with purchase and order data flowing seamlessly back through MARKET.live to vendors for fulfilment. In 2024, MARKET.live expanded its relationship with TikTok through a formal partnership with TikTok Shop, becoming an official TikTok Shop Partner (TSP). Under this partnership, TikTok refers brands, retailers, influencers, and affiliates to MARKET.live for recurring-fee services, including onboarding and store setup, creative production, influencer management, and store optimization—now representing the largest and fastest-growing segment of MARKET.live’s business.

LyveCom

During the year ended December 31, 2025, the Company announced the closing of its acquisition of LyveCom, an artificial intelligence (AI)–driven video commerce platform, pursuant to a stock purchase agreement dated April 11, 2025. The integration of LyveCom’s technology into MARKET.live enhances the platform’s multicast and AI capabilities, enabling brands and merchants to deliver a true omnichannel livestream shopping experience across social media channels, proprietary websites, and mobile applications, while maintaining unified checkout and inventory control. LyveCom’s technology allows brands to own their audience and data by capturing “zero-party” customer information—data intentionally shared by customers regarding preferences and purchase intentions—providing deeper insight and reducing reliance on third-party platforms.

GO FUND YOURSELF

Go Fund Yourself is an interactive social crowdfunding platform that provides public and private companies with broad-based exposure for their Regulation CF and Regulation A offerings. The program airs weekly on CheddarTV and generates revenue from issuer fees related to appearances, marketing, advertising, and content production. As of March 31, 2026, Go Fund Yourself is currently dormant, and the Company is evaluating strategic alternatives for this business line on a go-forward basis.

Private Placement in Public Equity

On August 7, 2025, the Company completed a private investment in public equity (“PIPE”) with certain institutional investors (the “PIPE Subscribers”) pursuant to a subscription agreement. The PIPE included the sale of (i) 57,024,121 shares of common stock, par value $0.0001 per share, at a price of $9.51 per share, and (ii) pre-funded warrants to purchase up to 1,677,996 shares of common stock at a price of $9.5099 per warrant (together, the “Acquired Securities”). Each pre-funded warrant is exercisable for one share of common stock at an exercise price of $0.0001 per share, is immediately exercisable, and remains outstanding until exercised in full. The PIPE generated gross proceeds of approximately $558,000, funded with a combination of cash, TON, and USD-denominated stablecoins (USDC and USDT), before deducting placement agent fees and offering expenses. The Company incurred cash placement agent fees of $11,423 and offering expenses of $13,155. In addition, the equity fee consisted of 512,860 shares of common stock valued at $10,452, that were issued to the placement agent.

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Approximately one-third of the PIPE Subscribers (the “Lock-Up Investors”) agreed to lock-up restrictions under which they may not sell or transfer their Acquired Securities for six months (for all securities held) and 12 months (for 50% of those securities), measured from the date of the subscription agreement, subject to customary exceptions. Lock-Up Investors that contributed non-transferable Toncoin (“Locked Toncoin”) are also subject to equivalent lock-up restrictions for the Acquired Securities received as consideration for the Locked Toncoin. The Locked Toncoin may, however, be staked by the Company to generate staking revenue.

Historical Operations

On October 18, 2021, the Company established verbMarketplace, LLC (“Market LLC”), a Nevada limited liability company. Market LLC is a wholly owned subsidiary of the Company established for the MARKET.live platform.

On November 15, 2024, the Company formed Go Fund Yourself Show LLC (“Go Fund Yourself”), a Nevada limited liability company, to operate the Go Fund Yourself business.

On January 15, 2025, the Company formed Good Girl LLC, a majority-owned Nevada limited liability company, and subsequently sold this subsidiary during the year ended December 31, 2025. There was no consideration paid or received in this sale transaction.

On April 11, 2025, the Company, Lyvecom and the Lyvecom Shareholders entered into a definitive Stock Purchase Agreement with respect to the Acquisition that incorporated the terms of the Binding Term Sheet (the “Purchase Agreement”). The Acquisition closed on April 11, 2025. The purchase price paid for the shares of capital stock of Lyvecom was $3,000 in cash, the repayment of $1,125 to certain investors in Lyvecom’s Simple Agreement for Future Equity (S.A.F.E.) instruments, the payment of $100 to a Lyvecom related party to satisfy an existing loan to Lyvecom, and the issuance of 184,812 restricted shares of the Company’s common stock (the “Restricted Shares”) having a value of $1,000 on the closing date based on a 30-day volume weighted average price of approximately $5.41 per share. The Restricted Shares are subject to a lock-up agreement and a leak-out agreement. The Purchase Agreement also provides for an earn-out payment to the Lyvecom Shareholders of up to an additional $3,000 in cash over a 24-month earn-out period based on Lyvecom’s achievement of various performance metrics.

On July 28, 2025, the Company formed VERB Subsidiary 1, Corp., VERB Subsidiary 2, Corp., and VERB Subsidiary 3, Corp., all Nevada corporations, to operate the digital asset business.

On August 21, 2025, the Company announced the commencement of its TON Treasury Strategy, designating Toncoin as its primary treasury reserve asset. The Company began purchasing TON under this strategy and initiated staking activities during the third quarter of 2025 to earn rewards on its digital asset holdings. See Note 3 – Digital Asset Holdings and Note 10 – Stock Warrants.

As of March 31, 2026, the Company had cash, cash equivalents and restricted cash of $34,953.

Economic Disruption and Network Disruption

Our business, including both our traditional operations and our digital asset treasury activities involving Toncoin, is dependent on general economic conditions and the performance of TON. Macroeconomic factors such as inflation, rising interest rates, foreign exchange volatility, or economic instability in jurisdictions where we or our partners operate may adversely affect demand for our products and services, as well as the value of our digital asset holdings. These conditions can also influence liquidity, capital availability, and investor sentiment across all of our business lines.

In addition, our digital asset operations are directly exposed to risks specific to the TON ecosystem. Network disruptions, validator downtime, software vulnerabilities, governance disputes, or changes in protocol parameters may impair access to our TON holdings or reduce staking rewards. Adjustments to validator incentives, inflation rates, or reward distributions could materially alter the economics of staking. Likewise, declines in network activity, competition from other blockchains, or regulatory developments affecting TON or related ecosystem participants could negatively impact TON’s utility and price.

Given the evolving nature of both global markets and the Network, we cannot predict the timing or magnitude of any economic or network-specific disruption. Any such events could materially and adversely affect our business, financial condition, and results of operations.

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND SUPPLEMENTAL DISCLOSURES

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 31, 2026 (the “2025 Annual Report”). The consolidated balance sheet as of December 31, 2025 included herein was derived from the audited consolidated financial statements as of that date.

On October 8, 2024, we implemented a 1-for-200 reverse stock split (the “Reverse Stock Split”) of our common stock, $0.0001 par value per share (the “Common Stock”). Our Common Stock commenced trading on a post Reverse Stock Split basis on October 9, 2024. As a result of the Reverse Stock Split, every two hundred (200) shares of our pre-Reverse Stock Split Common Stock were combined and reclassified into one share of our Common Stock. The number of shares of Common Stock subject to outstanding options, warrants, and convertible securities were also reduced by a factor of two hundred and the exercise price of such securities increased by a factor of two hundred, as of October 8, 2024. All historical share and per-share amounts reflected throughout our unaudited condensed consolidated financial statements and other financial information in this Quarterly Report have been adjusted to reflect this Reverse Stock Split. The par value per share of our Common Stock was not affected by this Reverse Stock Split.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to fairly present the Company’s financial position and results of operations for the interim periods reflected. Except as noted, all adjustments contained herein are of a normal recurring nature. Results of operations for the fiscal periods presented herein are not necessarily indicative of fiscal year-end results.

For the three months ended March 31, 2025, the unaudited condensed consolidated statement of operations included a reclassification of $249 related to the amortization of software development costs to cost of revenue to confirm to the current period presentation of gross profit.

Principles of Consolidation

The consolidated financial statements have been prepared in accordance with GAAP and include the accounts of Ton Strategy Company, Verb Direct, LLC, Verb Acquisition Co., LLC, verbMarketplace, LLC, LyveCom, Inc., Go Fund Yourself Show, LLC, VERB Subsidiary 3, Corp, VERB Subsidiary 2, Corp and VERB Subsidiary 1, Corp. All intercompany accounts have been eliminated in the consolidation. During 2025, the Company dissolved Vanity Prescribed LLC and sold Good Girl LLC, both wellness focused ecommerce sites providing telehealth services.

As of March 31, 2025, the Company had consolidated the results of Go Fund Yourself Show, LLC and Good Girl LLC as the Company had a 51% voting interest and the power to direct and control the activities of each of these entities. During 2025, the Company sold Good Girl LLC. As of March 31, 2026, the Company has consolidated the results of Go Fund Yourself Show, LLC as the Company has a 51% voting interest and the power to direct and control the activities of this entity. The equity interests of others who own less than 50% in Go Fund Yourself Show, LLC are reflected in the consolidated balance sheets as non-controlling interests. The portion of net income or loss attributable to others who own less than 50% are reflected as net income or loss attributable to non-controlling interests in the consolidated statements of operations. As of March 31, 2026 and December 31, 2025, the non-controlling interest’s deficit was $7 and $93, respectively.

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Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported periods. Management bases these estimates and assumptions upon historical experience, existing and known circumstances, and other factors that management believes to be reasonable. In addition, the Company has considered the potential impact of the pandemic, as well as certain macroeconomic factors, including inflation, rising interest rates, and recessionary concerns, on its business and operations.

Significant estimates include assumptions made in analysis of assumptions made in purchase price allocations, impairment testing of long-term assets, realization of deferred tax assets, determining fair value of its investments in debt and equity securities and valuation of equity instruments issued for services. Some of those assumptions can be subjective and complex, and therefore, actual results could differ materially from those estimates under different assumptions or conditions.

Segment Information

The Company operates three reportable segments, TON, MARKET.live and Go Fund Yourself. We identify our segments in accordance with ASC 280, Segment Reporting, and in the manner in which our Chief Executive Officer, as our chief operating decision maker (“CODM”), allocates resources and assesses financial performance. The Company has determined that for TON, the Company’s CEO is the CODM and that for MARKET.live and Go Fund Yourself, the CEO of the Global Digital Media Division is the CODM.

See Note 12 for disclosures of Segment Information.

Digital Assets

The Company’s digital assets are comprised of TON. As of March 31, 2026, the Company held $272,026 of digital assets comprised of TON which is in the scope of ASC 350-60, Accounting for and Disclosure of Crypto Assets at fair value. The Company reflects digital assets held at fair value on the consolidated balance sheets within the TON – Unrestricted and TON – Restricted line items. In determining the fair value of the digital assets in accordance with ASC 820, the Company utilizes Binance as the principal market. The activity from remeasurement of digital assets at fair value is reflected in the consolidated statements of operations within other income, net. Realized gains and losses from the derecognition of digital assets are included in other income, net in the consolidated statements of operations. The Company uses a first-in, first-out methodology to assign costs to digital assets for purposes of the digital assets held and realized gains and losses disclosures are included in Note 3 – Digital Asset Holdings. Sales and purchases of digital assets are reflected as cash flows from investing activities in the unaudited condensed consolidated statements of cash flows.

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The Company’s digital wallets infrequently receive miscellaneous deposits of TON, commonly referred to as “dust,” and represent unsolicited transactions. Owing to the underlying blockchain mechanics, it is both economically and technically impractical to remove these balances. The Company maintains control over the related TON units and anticipates realizing potential future economic benefit from these deposits. The miscellaneous deposits are recorded in other income, net in the unaudited condensed consolidated statements of operations.

Revenue Recognition

The Company recognizes revenue in accordance with Financial Accounting Standard Board’s (“FASB”) ASC 606, Revenue from Contracts with Customers (“ASC 606”).

The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which includes

(1) identifying the contract(s) or agreement(s) with a customer,

(2) identifying our performance obligations in the contract or agreement,

(3) determining the transaction price,

(4) allocating the transaction price to the separate performance obligations, and

(5) recognizing revenue as each performance obligation is satisfied.

A performance obligation is a promise in a contract to transfer a distinct product. Performance obligations promised in a contract are identified based on the goods that will be transferred that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the goods is separately identifiable from other promises in the contract. Performance obligations for each segment are described below within each segment’s discussion of revenue recognition.

Pursuant to ASC 606, revenue is recognized when performance obligations under the terms of the contract are satisfied, which occurs for the Company upon shipment or delivery of products or services to our customers based on written sales terms, which is also when control is transferred. Revenue is recognized in an amount that reflects the contractual consideration that the Company receives in exchange for its services.

TON Strategy revenue is derived from staking rewards. The Company recognizes staking rewards as revenue in accordance with ASC 606. As the amount of rewards are not known by the Company until a validation activity is completed, the staking rewards are constrained under the Topic 606 guidance on variable consideration. Staking rewards are recognized as revenue at the end of each validation round, or block processing time, or when earned and measurable and to the extent that it is probable that a significant reversal would not occur. The amount of revenue recognized is measured at fair value and is presented net of validator or other protocol fees. The Company acts as an agent in staking transactions as it provides access to its TON to third-party validator operators who perform the technical validation responsibilities on the blockchain.

For the MARKET.live segment, revenue is primarily derived from recurring service contracts that include social commerce solutions such as creative production, influencer management, and online store creation and maintenance for platforms like TikTok Shop. Clients are sourced through partnerships with TikTok Shop, other social media platforms, and affiliated brand agencies. Revenue is generally recognized over time as services are performed as measured by the progress of completion on the performance obligations as defined in the contract with the customer.

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MARKET.live performance obligations for other services include special projects, content creation, livestream management and platform access. These performance obligations are distinct and contribute to overall service delivery and client management.

GO FUND YOURSELF (GFY) generates revenue from fees charged to issuer clients for production, post-production, and marketing services. The transaction price is based on the contractual fee agreed upon with each issuer. Consideration may be received in cash, convertible promissory notes, or equity instruments. Non-cash consideration is measured at fair value at contract inception in accordance with ASC 606 (see Note 4 – Investments and Fair Value Measurements).

The fair value of non-cash consideration is determined in accordance with ASC 820, which establishes a fair value hierarchy that prioritizes observable inputs. Equity instruments are generally valued using quoted market prices in active markets for identical assets (Level 1 inputs). If quoted market prices are not available, the Company utilizes observable inputs such as recent transactions in the issuer’s securities or comparable market data (Level 2 inputs). In the absence of observable inputs, the Company estimates fair value using unobservable inputs, including internally developed assumptions (Level 3 inputs). The fair value of convertible promissory notes is estimated using valuation techniques that consider contractual terms, market interest rates, credit risk, and other relevant factors, consistent with Level 2 or Level 3 inputs depending on the availability of observable data.

The Company’s contracts typically include two performance obligations: (i) onsite production services and (ii) post-production and distribution services, including airing content on the Cheddar network. For the GFY Show, performance obligations include the shoot date production services and post-production services, which include editing services to create clips from the Show that the client issuers can distribute across social media and utilize in connection with their marketing initiatives. These performance obligations are distinct and contribute to the overall service delivery and client issuer engagement. The Company has concluded that all performance obligations are distinct, as each service is separately identifiable and provides benefit to the customer.

The transaction price is allocated to each performance obligation based on their relative standalone selling prices (“SSP”). As SSP is not directly observable, the Company estimates SSP using an expected cost-plus margin approach, which considers the expected costs to fulfill each performance obligation and an appropriate margin based on historical experience and market conditions.

The Company evaluates each performance obligation to determine whether it is satisfied over time or at a point in time. The Company has concluded that both onsite production services and post-production and distribution services are satisfied at a point in time, as control of the services is transferred to the customer upon completion of each respective service and the customer does not simultaneously receive and consume the benefits as the services are performed.

Based on this assessment, approximately 87.5% of the transaction price is attributed to onsite production services and is recognized at a point in time upon completion of filming, when control of the production deliverables transfers to the customer. The remaining approximately 12.5% is attributed to post-production and distribution services and is recognized at a point in time upon completion of those services, including delivery and airing of the content.

Revenue is recognized when the Company satisfies its performance obligations by transferring control of the services delivered to the customer.

Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and, therefore, are excluded from net sales in the consolidated statements of operations. Revenues during the three months ended March 31, 2026 and 2025, were substantially all generated from clients and customers located within the United States of America.

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Cost of Revenue

Cost of revenue primarily consists of performance obligation costs and costs of independent contractors associated with the MARKET.live platform and costs of independent contractors utilized for shows related to Go Fund Yourself.

Contract Liabilities

Contract liabilities represent consideration received from customers under revenue contracts for which the Company has not yet delivered or completed its performance obligation to the customer. Contract liabilities are recognized over the contract period.

The following table provides information about contract liabilities from contracts with customers, including significant changes in the contract liabilities balance during the period:

SCHEDULE OF CONTRACT LIABILITIES

|  | March 31, 2026 |  |  | December 31, 2025 |
Beginning balance |  | $ | 155 |  |  | $ | 134 |
Increase due to deferral of revenue |  |  | 2,466 |  |  |  | 8,890 |
Decrease due to recognition of revenue |  |  | (2,585 | ) |  |  | (8,869 | )
Ending balance |  | $ | 36 |  |  | $ | 155 |

The Company expects to recognize revenue related to contract liabilities within the next 12 months.

Accounts Receivable, net

Accounts receivable is recorded at the invoiced amount and is stated at net realizable value. The Company estimates losses on receivables based on expected losses, including its historical experience of actual losses. Receivables are considered impaired and written off when it is probable that all contractual payments due will not be collected in accordance with the terms of the agreement. As of March 31, 2026 and December 31, 2025, the accounts receivable balance was $438 and $441, respectively.

The Company follows ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. On a periodic basis, management evaluates its accounts receivable and determines whether to provide an allowance or if any accounts should be written off based on past history of write-offs, collections, and current credit conditions. As of March 31, 2026 and December 31, 2025, the allowance for credit losses balance was $5 and $5, respectively.

During the three months ended March 31, 2026, the Company received non-cash consideration in the form of convertible promissory notes and non-marketable equity securities in exchange for services rendered. The fair value of the securities received was determined based on observable inputs and relevant valuation techniques as of the date of receipt. During the three months ended March 31, 2026 and 2025, the total non-cash consideration recognized in connection with these transactions was $445 and $263, respectively.

17

Investments

The Company’s investments in equity securities primarily consist of non-marketable equity securities in private companies without readily determinable fair values. These investments are recorded at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer, as permitted under ASC 321, Investments – Equity Securities.

The Company assesses its equity investments for impairment at each reporting period. If qualitative factors indicate that the investment is impaired, and the fair value is less than the carrying amount, an impairment loss is recognized in the Company’s consolidated financial statements. Observable price changes in orderly transactions for identical or similar securities of the same issuer are considered and may result in adjustments to the carrying amount of the investment. These changes, if any, are recorded in earnings in the period when identified.

Gains and losses resulting from remeasurements, impairments, or observable price changes are included in Other income (expense) in the accompanying consolidated statements of operations. The Company reevaluates the basis of its investments as of each balance sheet date and updates its carrying values as necessary.

See Note 4 – Investments and Fair Value Measurements for further details of the Company’s investments.

Promissory Convertible Notes

The Company provides certain services in exchange for consideration in the form of convertible promissory notes. These notes are classified as long-term assets and presented on the balance sheet under the caption “Other non-current assets” when the contractual maturity exceeds one year from the balance sheet date.

The convertible notes receivable are non-derivative financial instruments that are generally convertible into equity of the issuing party upon specified terms, including a fixed maturity date and conversion provisions. The Company evaluates the fair value of the services rendered based on the transaction price agreed with the counterparty, which is typically supported by recent transactions or comparable service arrangements.

Revenue is recognized in accordance with ASC 606, Revenue from Contracts with Customers, upon satisfaction of the performance obligations in the underlying contract. The corresponding note receivable is initially recorded at its estimated fair value, which is generally based on the fair value of the services provided unless the fair value of the note is more readily determinable.

The Company evaluates the convertible notes receivable for impairment at each reporting period in accordance with ASC 326, Financial Instruments – Credit Losses (CECL). The allowance for credit losses, if any, reflects management’s estimate of expected credit losses over the life of the instrument, based on historical experience, credit quality, and other relevant factors. As of March 31, 2026 and December 31, 2025, the allowance for long term credit losses balance was $357 and $310, respectively.

If the embedded conversion feature within a note is determined to require bifurcation under ASC 815, Derivatives and Hedging, the derivative component is separately recognized at fair value with changes in fair value recognized in earnings. As of each reporting date, the Company assesses whether bifurcation is required and whether any embedded derivative instruments exist.

See Note 6 – Promissory Convertible Notes.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in a business combination. Goodwill is not amortized but is tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable.

In accordance with FASB ASC 350, Intangibles-Goodwill and Other, we review goodwill and indefinite lived intangible assets for impairment at least annually or whenever events or circumstances indicate a potential impairment. Our impairment testing is performed annually at December 31 (our fiscal year end). Impairment of goodwill and indefinite lived intangible assets is determined by comparing the fair value of our reporting units to the carrying value of the underlying net assets in the reporting units. If the fair value of a reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and the fair value of its other assets and liabilities.

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Derivative Financial Instruments

The Company evaluates all its financial instruments to determine if such instruments contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the statement of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s condensed consolidated balance sheet. Refer to Note 4 – Investments and Fair Value Measurements and Note 6 – Promissory Convertible Notes for further details.

Digital Assets Embedded Derivatives

Certain custodial fees and staking fees payable included in accounts payable are denominated in digital assets. These payables are hybrid instruments consisting of payable host contracts containing embedded derivatives driven by changes in fair value of the underlying digital assets. The payable host contracts are recorded at fair value at the time the Company is charged based on the fair value of the underlying digital assets at that time. The embedded derivatives are carried at fair value, with changes in fair value recognized in other income, net on the consolidated statements of operations. The payable host contracts and embedded derivatives are included in accounts payable on the consolidated balance sheets. Cash flows related to the embedded derivatives are recognized as adjustments to reconcile net loss used in operating activities in the condensed consolidated statements of cash flows.

Fair Value of Financial Instruments

The Company follows the guidance of FASB ASC 820 and ASC 825 for disclosure and measurement of the fair value of its financial instruments. FASB ASC 820 establishes a framework for measuring fair value under GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

The three (3) levels of fair value hierarchy defined by ASC 820 are described below:

| Level 1: | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
| Level 2: | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
| Level 3: | Pricing inputs that are generally observable inputs and not corroborated by market data.

The Company uses Level 1 observable prices for digital assets. The carrying amount of the Company’s financial assets and liabilities, such as cash and cash equivalents, prepaid expenses, and accounts payable and accrued expenses approximate their fair value due to their short-term nature. The carrying amount of notes payable approximates the fair value due to the fact that the interest rates on these obligations are based on prevailing market interest rates. The Company uses Level 2 inputs for its valuation methodology for the derivative liabilities.

As discussed in Note 1 – Description of the Business, the Company holds certain TON digital assets that are subject to restrictions on trading and transfer. Pursuant to the guidance of ASC 820, the restrictions are specific to the Company and would not be transferred with the assets in a theoretical sale. The Company does not consider these restrictions to be part of the unit of account, and the restrictions are not factored into the fair value measurement of the digital assets.

As discussed in Note 2 – Summary of Significant Accounting Policies and Supplemental Disclosures, the Company stakes its TON digital assets. While assets are staked, they are held in a smart contract for the duration of the validation round. The Company maintains control over the staked TON during this time. The Company can unstake its TON at any time and the TON will be returned to the Company within eighteen hours, the period to complete the validation round. Given the short-term nature of this lock up period, the Company does not consider the protocol restrictions to be part of the unit of account, and the restrictions are not factored into the fair value measurement of the digital assets.

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Advertising Costs

All costs associated with advertising, promotion and marketing programs are expensed as incurred. Advertising expense totaled $64 and $341 for the three months ended March 31, 2026 and 2025, respectively.

Share-Based Compensation

The Company issues stock options and warrants, shares of common stock and restricted stock units as share-based compensation to employees and non-employees. The Company accounts for its share-based compensation in accordance with FASB ASC 718, Compensation – Stock Compensation. Share-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period. The fair value of restricted stock units is determined based on the number of shares granted and the quoted price of our common stock and is recognized as expense over the service period. Forfeitures are accounted for as they occur. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for services.

Net Loss Per Share

Basic net loss per share is computed by using the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed giving effect to all dilutive potential shares of common stock that were outstanding during the period. Dilutive potential shares of common stock consist of incremental shares of common stock issuable upon exercise or conversion.

For the year ended December 31, 2025, the Company considered the earnings per share (“EPS”) implications of the Warrant shares as contingently issuable and potential Common Shares. The Company considered ASC 260-10-45-13 and concluded that 1,677,996 of pre-funded warrants that were issued in connection with the PIPE financing should be considered as outstanding shares for the purpose of calculating basic EPS.

For the three months ended March 31, 2026 and 2025, no dilutive potential shares of common stock were included in the computation of diluted net loss per share because their impact is anti-dilutive due to the Company’s net loss position during the reported periods.

As of March 31, 2026, and 2025, the Company had total outstanding options of 27,207 and 31,251, respectively, outstanding warrants of 1,681,392 and 3,396, respectively, and outstanding restricted stock units of 1,700,511 and 341,661, respectively.

Concentration of Credit and Other Risks

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and accounts receivable. Cash is deposited with a limited number of financial institutions. The balances held at any one financial institution at times may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits of up to $250.

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The Company’s concentration of credit risk includes its concentrations from key customers and vendors. The details of these significant customers and vendors are presented in the following table for the three months ended March 31, 2026 and 2025:

SCHEDULE OF CONCENTRATION RISK

|  | Three Months Ended March 31,
|  | 2026 |  | 2025
The Company’s largest customers are presented below as a percentage of the aggregate |  |  |  |
Accounts Receivable |  | Two customers accounted for 80% of the ending balance, attributable to MARKET.live segment |  | No customers accounted for greater than 10% of the ending balance
Revenues |  | One customer accounted for 24% of revenues, attributable to MARKET.live segment |  | No customers accounted for greater than 10% of revenues
The Company’s largest vendors are presented below as a percentage of the aggregate |  |  |  |
Purchases |  | One vendor that accounted for 12% of its purchases individually and in the aggregate, attributable to MARKET.live segment |  | No vendors accounted for greater than 10% of its purchases individually and in the aggregate

Supplemental Cash Flow Information

SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION

|  | 2026 |  |  | 2025 |
|  | Three Months Ended March 31, |
|  | 2026 |  |  | 2025 |
Supplemental disclosures of cash flow information: |  |  |  |  |  |  |  |
Cash paid for interest |  | $ | - |  |  | $ | 1 |
Cash paid for income taxes |  | $ | - |  |  | $ | 1 |
Supplemental disclosure of non-cash investing and financing activities: |  |  |  |  |  |  |  |
Settlement of accounts receivable with non-marketable equity securities |  | $ | - |  |  | $ | 263 |

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). This standard provides accounting and disclosure guidance for digital assets that meet the definition of an intangible asset and certain other criteria. In-scope assets are subsequently measured at fair value with changes recorded in the consolidated statements of operations. The standard requires separate presentation of (1) in-scope digital assets from other intangible assets and (2) changes in the fair value of those digital assets. Disclosure of significant digital asset holdings and an annual reconciliation of the beginning and ending balances of digital assets are also required. This ASU became effective for annual periods beginning in 2025, including interim periods, with early adoption permitted. The Company adopted ASU 2023-08 prospectively as of January 1, 2025. No cumulative-effect adjustment to retained earnings was required upon adoption.

New Accounting Pronouncements

In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income (Subtopic 220-40): Expense Disaggregation Disclosures (“ASU 2024-03”). ASU 2024-03 requires additional information about specific expense categories in the notes to the financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026. Early adoption is permitted. The amendments should be applied either (1) prospectively to financial statements issued after the effective date or (2) retrospectively to all prior periods presented in the financial statements. The Company is in the process of evaluating the effect this standard will have on the consolidated financial statement disclosures.

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3. DIGITAL ASSET HOLDINGS

Digital Assets

The following table sets forth the units held, cost basis, and fair value of digital assets held, as shown on the condensed consolidated balance sheet as of March 31, 2026 and December 31, 2025:

SCHEDULE OF FAIR VALUE OF DIGITAL ASSETS

|  | Units |  |  | Cost Basis |  |  | Fair Value |
Balance, March 31, 2026 |  |  |  |  |  |  |  |  |  |  |  |
TON |  |  | 221,881,224 |  |  | $ | 733,884 |  |  | $ | 272,026 |
Total |  |  | 221,881,224 |  |  | $ | 733,884 |  |  | $ | 272,026 |

|  | Units |  |  | Cost Basis |  |  | Fair Value |
Balance, December 31, 2025 |  |  |  |  |  |  |  |  |  |  |  |
TON |  |  | 219,709,826 |  |  | $ | 730,740 |  |  | $ | 356,809 |
Total |  |  | 219,709,826 |  |  | $ | 730,740 |  |  | $ | 356,809 |

Cost basis is equal to the cost of the digital assets inclusive of any transaction fees, if any, at the time of purchase or upon receipt. Fair value represents the quoted digital asset prices within the Company’s principal market at the time of measurement (midnight UTC). Of the units of TON presented above 59,091,372 units are unrestricted and 162,789,852 units are subject to restriction. Refer to Note 15 – Subsequent Events for further discussion on the fair value of the units of TON held.

The following table represents a reconciliation of TON – Unrestricted digital assets held at March 31, 2026:

SCHEDULE OF UNRESTRICTED DIGITAL ASSETS

|  | For the three months ended March 31, 2026 |
Fair Value, December 31, 2025 |  | $ | 89,628 |
Receipt of TON from staking |  |  | 3,151 |
Non-cash transaction fees |  |  | (6 | )
Vesting of locked TON |  |  | 2,493 |
Unrealized loss |  |  | (22,820 | )
Fair Value, March 31, 2026 |  | $ | 72,446 |

The receipts of TON from staking represent the rewards earned from staking activities. The vesting of Locked TON represents restricted TON that vested during the period and was reclassified to unrestricted TON. During the three months ended March 31, 2026, the Company recognized cumulative realized gains of $0, and cumulative realized losses of $0 upon the payment TON for gas fees and transaction costs.

The following table represents a reconciliation of TON – Restricted digital assets held at March 31, 2026:

SCHEDULE OF RESTRICTED DIGITAL ASSETS

|  | For the three months ended March 31, 2026 |
Fair Value, December 31, 2025 |  | $ | 267,181 |
Vesting of locked TON |  |  | (2,493 | )
Unrealized loss |  |  | (65,108 | )
Fair Value, March 31, 2026 |  | $ | 199,580 |

The vesting of Locked TON represents restricted TON that vested during the period and was reclassified to unrestricted TON. During the three months ended March 31, 2026, the Company recognized cumulative realized gains of $0, and cumulative realized losses of $0 upon the payment TON for gas fees and transaction costs.

Restricted Digital Assets

The following table sets forth the fair value of unrestricted and restricted TON digital assets held, as shown on the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025:

SCHEDULE OF FAIR VALUE OF UNRESTRICTED AND RESTRICTED TON DIGITAL ASSETS

|  | March 31, 2026 |  |  | December 31, 2025 |
TON – Unrestricted |  | $ | 72,446 |  |  | $ | 89,628 |
TON – Restricted |  |  | 199,580 |  |  |  | 267,181 |
Total |  | $ | 272,026 |  |  | $ | 356,809 |

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Through contributions from the PIPE the Company received 18,007,358 units of TON subject to Locked TON vesting restrictions. See Note 14 – Related Party Transactions. The Locked TON is a smart contract mechanism on the TON blockchain. The smart contract includes a start time, a total duration, and a cliff period. The TON vests monthly on a 30-day cycle.

During the year ended December 31, 2025 the Company made purchases of 177,790,167 units of TON from two different parties subject to legal restrictions enforced through purchase agreements. The total lock-up period is four years for each purchase and commenced on July 31, 2025 and August 4, 2025. The TON is subject to an initial 12-month lock-up with 25% unlocked after the first year and the remaining 75% vesting ratably each month for the remaining 36 months. On November 3 2025, restrictions on approximately 28,773,971 units of TON were lifted and those units are no longer subject to the lock-up period or vesting schedule.

Refer to Note 2 – Summary of Significant Accounting Policies and Supplemental Disclosures for discussion on fair value considerations of the restrictions.

Although the restricted units of TON are not eligible for trading or transfer, the restricted or Locked TON do not carry any restrictions regarding staking and all restricted TON can be staked by the Company to generate staking revenue. During the three months ended March 31, 2026, 1,730,197 units of restricted TON vested. The table below sets forth the units of TON that will vest during subsequent years:

SCHEDULE OF UNITS OF TON VEST

Year ending |  | TON units to vest |
2026 |  |  | 54,605,518 |
2027 |  |  | 43,669,472 |
2028 |  |  | 39,581,312 |
2029 |  |  | 24,933,550 |
Total units of TON to vest |  |  | 162,789,852 |

4. INVESTMENTS AND FAIR VALUE MEASUREMENTS

The Company invests its surplus funds in excess of operational and capital requirements in a diversified portfolio of marketable securities, with the objectives of delivering competitive returns while maintaining a high degree of liquidity.

A summary of our long-term investments are as follows:

SCHEDULE OF LONG TERM INVESTMENT

|  | March 31, 2026 |  |  | December 31, 2025 |
Equity securities |  | $ | 650 |  |  | $ | 714 |
Bifurcated embedded derivative asset |  |  | 1,022 |  |  |  | 890 |
Long-term investments |  | $ | 1,672 |  |  | $ | 1,604 |

Fair Value Measurements

The Company’s financial instruments include cash, prepaid expenses, accounts payable, and accrued liabilities. The fair value of cash, prepaid expenses, accounts payable and accrued liabilities approximate their carrying values due to their short-term nature, which are all considered Level 1.

The Company’s financial instruments measured at fair value on a recurring basis consisted of U.S. treasury securities and corporate bonds. U.S. treasury securities are classified within Level 1 of the fair value hierarchy as they are valued based on quoted market price in an active market. Corporate bonds are valued based on quoted prices in markets that are less active and are generally classified within Level 2 of the fair value hierarchy.

The Company’s financial instruments include investment in equity securities and contingent consideration which are valued based on unobservable inputs which reflect the reporting entity’s own assumptions or data that market participants would use in valuing an instrument are generally classified within Level 3 of the fair value hierarchy.

As disclosed in Note 2 – Summary of Significant Accounting Policies and Supplemental Disclosures, the Company purchased digital assets held at fair value in August of 2025. The fair value of the Company’s digital assets is disclosed in Note 3 – Digital Asset Holdings. The digital assets are measured at fair value on a recurring basis using observable prices (Level 1).

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Valuation Techniques

Bifurcated Embedded Derivative Assets

Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date. The fair value of the embedded derivative was calculated using a with and without method at issuance and revalued at the end of the reporting period using a Monte Carlo simulation model that used various assumptions related to term of the underlying agreement, equity value of the issuer, expected volatility, risk-free interest rate, credit risk adjusted rate, and the probability, timing, size of the future qualified financing or non-qualified financing rounds. Because the embedded conversion features are initially and subsequently carried at fair values, the Company’s condensed consolidated statements of operations will reflect the volatility in these estimate and assumption changes. The bifurcated embedded derivative net asset was $1,022 and $890 as of March 31, 2026 and December 31, 2025, respectively. Refer to Note 6 – Promissory Convertible Notes for further details.

SCHEDULE OF DERIVATIVE ASSETS

Issuer of Promissory Convertible Note |  | Measurement Date |  | Principal |  |  | Weighted- Average |  |  | Derivative Value |  |  | Valuation Technique
Customer A |  | September 30, 2025 |  |  | 45 |  |  |  | 38.2 | % |  |  | 17.19 |  |  | Monte Carlo Simulation
Customer B |  | September 30, 2025 |  |  | 60 |  |  |  | 21.8 | % |  |  | 13.08 |  |  | Monte Carlo Simulation
Customer C |  | June 30, 2025 |  |  | 60 |  |  |  | 26.8 | % |  |  | 16.08 |  |  | Monte Carlo Simulation
Weighted-Average Calculation |  |  |  |  | 165 |  |  |  | 28.1 | % |  |  | 46.35 |  |  |

Asset |  | Fair Value |  |  | Valuation Technique |  | Significant Unobservable Input |  | Input Value / Range |  |  | Weighted Average |
Bifurcated Embedded Derivative —Promissory Convertible Notes |  |  | 1,022 |  |  | Monte Carlo Simulation |  | Discount Rate (Rd) |  |  | 28 | % |  |  | 28 | %
|  |  |  |  |  |  |  | Sale Multiplier |  |  | 3.0x |  |  |  | 3.0x |
|  |  |  |  |  |  |  | Conversion Price Factor (Discount to Price) |  |  | 72% of next-round price |  |  |  | 72 | %
|  |  |  |  |  |  |  | Time to Maturity |  |  | 24 months (from issuance) |  |  |  | Varied |
|  |  |  |  |  |  |  | Risk-Free Interest Rate / Credit Spread |  |  | 6% coupon; contract rate |  |  |  | N/A |

Date |  | Total Transactions |  |  | Principal |  |  | Accrued Interest |  |  | Principal plus Accrued Interest |  |  | Valuation Technique
March 31, 2026 |  |  | 65 |  |  |  | 3,505 |  |  |  | 119 |  |  |  | 3,624 |  |  | Monte Carlo Simulation

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Financial instruments measured at fair value on a recurring basis as of March 31, 2026 are classified based on the valuation technique in the table below:

SCHEDULE OF FAIR VALUE ON A RECURRING BASIS AND NONRECURRING BASIS

Fair Value Measurements Using

|  | Quoted Prices in Active Markets for Identical Assets (Level 1) |  |  | Significant Other Observable Inputs (Level 2) |  |  | Significant Unobservable Inputs (Level 3) |  |  | Total |
Digital assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
TON - unrestricted |  | $ | 72,446 |  |  | $ | - |  |  | $ | - |  |  | $ | 72,446 |
TON - restricted |  |  | 199,580 |  |  |  | - |  |  |  | - |  |  |  | 199,580 |
Total digital assets |  | $ | 272,026 |  |  | $ | - |  |  | $ | - |  |  | $ | 272,026 |
Non-marketable equity securities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Non-marketable equity securities |  | $ | - |  |  | $ | - |  |  | $ | 650 |  |  | $ | 650 |
Total non-marketable equity securities |  | $ | - |  |  | $ | - |  |  | $ | 650 |  |  | $ | 650 |
Derivative assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Bifurcated embedded derivative asset |  | $ | - |  |  | $ | - |  |  | $ | 1,022 |  |  | $ | 1,022 |
Total derivative assets |  | $ | - |  |  | $ | - |  |  | $ | 1,022 |  |  | $ | 1,022 |

Financial instruments measured at fair value on a recurring basis as of December 31, 2025 are classified based on the valuation technique in the table below:

Fair Value Measurements Using

|  | Quoted Prices in Active Markets for Identical Assets (Level 1) |  |  | Significant Other Observable Inputs (Level 2) |  |  | Significant Unobservable Inputs (Level 3) |  |  | Total |
Digital assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
TON - unrestricted |  | $ | 89,628 |  |  | $ | - |  |  | $ | - |  |  | $ | 89,628 |
TON - restricted |  |  | 267,181 |  |  |  | - |  |  |  | - |  |  |  | 267,181 |
Total digital assets |  | $ | 356,809 |  |  | $ | - |  |  | $ | - |  |  | $ | 356,809 |
Non-marketable equity securities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Non-marketable equity securities |  | $ | - |  |  | $ | - |  |  | $ | 714 |  |  | $ | 714 |
Total non-marketable equity securities |  | $ | - |  |  | $ | - |  |  | $ | 714 |  |  | $ | 714 |
Derivative assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Bifurcated embedded derivative asset |  | $ | - |  |  | $ | - |  |  | $ | 890 |  |  | $ | 890 |
Total derivative assets |  | $ | - |  |  | $ | - |  |  | $ | 890 |  |  | $ | 890 |

Assets and liabilities that are measured at fair value on a nonrecurring basis as of December 31, 2025 are classified based on the valuation technique in the table below:

Fair Value Measurements Using

|  | Quoted Prices in Active Markets for Identical Assets (Level 1) |  |  | Significant Other Observable Inputs (Level 2) |  |  | Significant Unobservable Inputs (Level 3) |  |  | Total |
Property and equipment, net |  | $ | - |  |  | $ | - |  |  | $ | 258 |  |  | $ | 258 |
Definite-lived intangible assets, net |  | $ | - |  |  | $ | - |  |  | $ | 169 |  |  | $ | 169 |
Indefinite-lived intangible assets |  | $ | - |  |  | $ | - |  |  | $ | 10 |  |  | $ | 10 |

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5. OPERATING LEASES

The components of lease expense and supplemental cash flow information related to leases for the period are as follows:

SCHEDULE OF LEASE COST

|  | 2026 |  |  | 2025 |
|  | Three Months Ended March 31, |
|  | 2026 |  |  | 2025 |
Lease cost |  |  |  |  |  |  |  |
Operating lease cost (included in cost of revenue, general and administrative expenses in the Company’s statement of operations) |  | $ | 109 |  |  | $ | 56 |
Other information |  |  |  |  |  |  |  |
Cash paid for amounts included in the measurement of lease liabilities |  | $ | 42 |  |  | $ | 35 |
Weighted average remaining lease term – operating leases (in years) |  |  | 1.45 |  |  |  | 2.26 |
Weighted average discount rate – operating leases |  |  | 6.2 | % |  |  | 6.7 | %

SCHEDULE OF OPERATING LEASES ASSETS AND LIABILITIES

|  | March 31, 2026 |  |  | December 31, 2025 |
Operating leases |  |  |  |  |  |  |  |
Right-of-use assets |  | $ | 116 |  |  | $ | 131 |
Short-term operating lease liabilities |  | $ | 105 |  |  | $ | 129 |
Long-term operating lease liabilities |  |  | 63 |  |  |  | 80 |
Total operating lease liabilities |  | $ | 168 |  |  | $ | 209 |

SCHEDULE OF PRESENT VALUE OF LEASE LIABILITIES

Year ending |  | Operating Leases |
2026 remaining |  | $ | 101 |
2027 |  |  | 71 |
2028 |  |  | 6 |
2029 |  |  | - |
2030 and thereafter |  |  | - |
Total lease payments |  |  | 178 |
Less: Imputed interest/present value discount |  |  | (10 | )
Present value of lease liabilities |  | $ | 168 |

6. PROMISSORY CONVERTIBLE NOTES

During the three months ended March 31, 2026, the Company provided services to third parties in exchange for consideration in the form of convertible promissory notes with an aggregate principal amount of $445. The notes are non-interest bearing, mature more than 12 months from the balance sheet date, and are convertible into equity of the issuers at a future date based on the terms specified in the agreements.

The notes were recorded at their estimated fair value at inception, which approximated the value of the services provided. Revenue related to this transaction was recognized in accordance with ASC 606, Revenue from Contracts with Customers, upon satisfaction of the underlying performance obligations.

The Company evaluates all convertible notes receivable for credit impairment in accordance with ASC 326, Financial Instruments – Credit Losses. Based on management’s review of the counterparty’s financial condition and other relevant information as of March 31, 2026 and December 31, 2025, an allowance for credit losses was recorded amounting to $357 and $310, respectively.

If the embedded conversion feature within a note is determined to require bifurcation under ASC 815, Derivatives and Hedging, the derivative component is separately recognized at fair value with changes in fair value recognized in earnings. As of each reporting date, the Company assesses whether bifurcation is required and whether any embedded derivative instruments exist. As of March 31, 2026 and December 31, 2025, the conversion feature has been valued at $1,022 and $890, respectively and characterized as “Derivative financial assets” and classified as a long-term asset in the accompanying condensed consolidated balance sheet.

As of March 31, 2026 and December 31, 2025, the balance of promissory convertible notes was $2,602 and $2,289, respectively. As the notes mature beyond one year, the Company has classified the amount as a long-term asset in the accompanying condensed consolidated balance sheet.

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7. COMMON STOCK

There was no common stock activity for the three months ended March 31, 2026.

8. RESTRICTED STOCK UNITS

A summary of restricted stock unit activity for the three months ended March 31, 2026 is presented below.

SUMMARY OF RESTRICTED STOCK AWARD ACTIVITY

|  |  |  |  | Weighted- |
|  |  |  |  | Average |
|  |  |  |  | Grant Date |
|  | Shares |  |  | Fair Value |
Outstanding at January 1, 2026 |  |  | 1,712,657 |  |  | $ | 7.67 |
Granted |  |  | - |  |  |  | - |
Vested/deemed vested |  |  | - |  |  |  | - |
Forfeited |  |  | (12,146 | ) |  |  | 19.76 |
Outstanding at March 31, 2026 |  |  | 1,700,511 |  |  | $ | 7.59 |
Awards Vested at March 31, 2026 |  |  | 47,824 |  |  | $ | 6.97 |
Awards Non-Vested at March 31, 2026 |  |  | 1,652,687 |  |  | $ | 7.60 |

The total stock compensation expense recognized relating to the vesting of restricted stock units for the three months ended March 31, 2026 and 2025 amounted to $1,122 and $841, respectively. As of March 31, 2026, the amount of unvested compensation related to issuances of restricted stock units was $9,884 which will be recognized as an expense in future periods as the shares vest. See Note 15 – Subsequent Events.

9. STOCK OPTIONS

A summary of option activity for the three months ended March 31, 2026 is presented below.

SCHEDULE OF STOCK OPTION ACTIVITY

|  |  |  |  |  |  |  | Weighted- |  |  |  |
|  |  |  |  | Weighted- |  |  | Average |  |  |  |
|  |  |  |  | Average |  |  | Remaining |  |  | Aggregate |
|  |  |  |  | Exercise |  |  | Contractual |  |  | Intrinsic |
|  | Options |  |  | Price |  |  | Life (Years) |  |  | Value |
Outstanding at January 1, 2026 |  |  | 31,241 |  |  | $ | 71.29 |  |  |  | 3.52 |  |  | $ | - |
Granted |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Forfeited |  |  | (4,034 | ) |  |  | 238.87 |  |  |  | - |  |  |  | - |
Exercised |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Outstanding at March 31, 2026 |  |  | 27,207 |  |  | $ | 46.44 |  |  |  | 3.47 |  |  | $ | - |
Vested at March 31, 2026 |  |  | 27,207 |  |  | $ | 46.44 |  |  |  | 3.47 |  |  | $ | - |
Exercisable at March 31, 2026 |  |  | 27,207 |  |  | $ | 46.44 |  |  |  | 3.47 |  |  | $ | - |

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At March 31, 2026, the intrinsic value of the outstanding options was $0.

The total stock compensation expense recognized relating to the vesting of stock options for the three months ended March 31, 2026 and 2025 amounted to $0 and $117, respectively.

The fair value of share option award is estimated using the Black-Scholes option pricing method based on the following weighted-average assumptions:

SCHEDULE OF FAIR VALUE ASSUMPTIONS USING BLACK-SCHOLES METHOD

|  | Three Months Ended March 31, |
|  | 2026 |  |  | 2025 |
Risk-free interest rate |  |  | - | % |  |  | 4.46 | %
Average expected term |  |  | - |  |  |  | 5 years |
Expected volatility |  |  | - | % |  |  | 144 | %
Expected dividend yield |  |  | - |  |  |  | - |

The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of measurement corresponding with the expected term of the share option award; the expected term represents the weighted-average period of time that share option awards granted are expected to be outstanding giving consideration to vesting schedules and historical participant exercise behavior; the expected volatility is based upon historical volatility of the Company’s common stock; and the expected dividend yield is based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future.

10. STOCK WARRANTS

The Company has the following warrants outstanding as of March 31, 2026, all of which are exercisable:

SCHEDULE OF WARRANTS OUTSTANDING

|  | Warrants |  |  | Weighted- Average Exercise Price |  |  | Weighted- Average Remaining Contractual Life (Years) |  |  | Aggregate Intrinsic Value |
Outstanding at January 1, 2026 |  |  | 1,681,392 |  |  | $ | 3.23 |  |  |  | N/A |  |  | $ | 3,339 |
Granted |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Forfeited |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Exercised |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Outstanding at March 31, 2026, all vested |  |  | 1,681,392 |  |  | $ | 3.23 |  |  |  | N/A |  |  | $ | 4,144 |

At March 31, 2026, the intrinsic value of the outstanding warrants was $4,144.

In connection with the PIPE offering that occurred in 2025, pre-funded warrants were granted to purchase up to an aggregate of 1,677,996 shares of Common Stock at a purchase price per warrant of $9.5099. Each of the pre-funded warrants is exercisable for one share of Common Stock at the exercise price of $0.0001 per pre-funded warrant share, immediately exercisable, and may be exercised at any time until all of the pre-funded warrants issued in the PIPE are exercised in full. There is no expiration date or contractual life associated with the pre-funded warrants and therefore, the weighted-average remaining contractual life cannot be calculated.

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11. COMMITMENTS AND CONTINGENCIES

The Company is involved in legal proceedings and claims, and the types of allegations that arise in connection with such legal proceedings vary in nature. The Company evaluates all cases and records liabilities for losses from legal proceedings when the Company determines that it is probable that the outcome will be unfavorable and the amount, or potential range, of loss can be reasonably estimated.

Litigation

The Company is currently in a dispute with a former employee of its predecessor bBooth, Inc. who has interposed a breach of contract claim in which he alleges that in 2015 he was entitled to approximately $300 in unpaid bonus compensation. This former employee filed his complaint in the Superior Court of California for the County of Los Angeles on November 20, 2019, styled Meyerson v. Ton Strategy Company, et al. (Case No. 19STCV41816). The Company disputed the former employee’s claims and interposed several affirmative defenses, including that the claims are contradicted by documentary evidence, barred by the applicable statute of limitations, and barred by a written, executed release. On February 9, 2021, the former employee’s counsel filed a motion for summary judgment, or in the alternative, summary adjudication against the Company. On October 13, 2021, the California court issued an order (i) denying the former employee’s motion for summary judgment on his claims against the Company, but (ii) granting the former employee’s motion to dismiss the Company’s affirmative defenses, which ruling the Company contends was in error. Under the rules, the Company is precluded from appealing the dismissal of its affirmative defenses until after a trial. On August 29, 2023, after a bench trial at which the Company was precluded from introducing evidence of its affirmative defenses, the court found in favor of Plaintiff Meyerson; and judgment was entered in Meyerson’s favor in the amount of $584 which included interest. Meyerson’s counsel thereafter submitted an untimely request for attorney’s fees and costs which the Company has opposed. After due consideration, the Court awarded Meyerson’s counsel approximately $8 in counsel fees. After the trial, the Company filed a timely appeal from the judgment (Meyerson v. Ton Strategy Company (2023 2nd Appellate District) Case No.: B334777, seeking among other things, that the trial court’s finding be vacated and that the Company’s affirmative defenses be reinstated. In October 2024, the Company bonded the judgement preventing any enforcement or collection of the judgement while the appeal is pending. As of March 31, 2026, the bonded amount is recorded and included within restricted cash on the Company’s condensed consolidated balance sheet. The Company has accrued the liability at March 31, 2026 and believes the accrual is adequate pending the outcome of the appeal process.

Severance Agreement with Veronika Kapustina

On March 31, 2026, the Company entered into a separation agreement with Ms. Kapustina under which the Company paid in April 2026 to Ms. Kapustina a one-time severance payment equal to $850, a one-time payment for reimbursement of health care expenses equal to $15 and a one-time payment for reimbursement of legal fees in connection with the negotiation of the severance agreement, in exchange for standard releases of liability.

The Company knows of no material proceedings in which any of its directors, officers, or affiliates, or any registered or beneficial stockholder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.

See Subsequent Event – Note 15.

The Company believes it has adequately reserved for all litigation within its financial statements.

Board of Directors

The Company has committed an aggregate of $488 in board fees to its three independent board members over the term of their appointment for services to be rendered. Board fees are accrued and paid monthly. The members will serve on the board until the annual meeting for the year in which their term expires or until their successors have been elected and qualified.

Total board fees expensed during the three months ended March 31, 2026 and 2025 was $147 and $98, respectively.

12. SEGMENT REPORTING

The Company currently operates three reportable segments, TON, MARKET.live and Go Fund Yourself.

The following tables summarize the Company’s reportable segment information:

SCHEDULE OF SEGMENT REPORTING

|  | MARKET.live |  |  | Go Fund Yourself |  |  | TON |  |  | Corporate |  |  | Consolidated |  |  | MARKET.live |  |  | Go Fund Yourself |  |  | TON |  |  | Corporate |  |  | Consolidated |
|  | 3 months ended March 31, 2026 |  |  | 3 months ended March 31, 2025 |
|  | Reportable Segments |  |  |  |  |  |  |  |  |  |  |  | Reportable Segments |  |  |  |  |  |  |  |  |  |
|  | MARKET.live |  |  | Go Fund Yourself |  |  | TON |  |  | Corporate |  |  | Consolidated |  |  | MARKET.live |  |  | Go Fund Yourself |  |  | TON |  |  | Corporate |  |  | Consolidated |
Revenues |  | $ | 1,704 |  |  | $ | 547 |  |  | $ | 3,002 |  |  | $ | - |  |  | $ | 5,253 |  |  | $ | 561 |  |  | $ | 744 |  |  | $ | - |  |  | $ | - |  |  | $ | 1,305 |
Cost of revenue |  |  | 964 |  |  |  | 176 |  |  |  | 156 |  |  |  | - |  |  |  | 1,296 |  |  |  | 424 |  |  |  | 172 |  |  |  | - |  |  |  | - |  |  |  | 596 |
Gross Profit |  |  | 740 |  |  |  | 371 |  |  |  | 2,846 |  |  |  | - |  |  |  | 3,957 |  |  |  | 137 |  |  |  | 572 |  |  |  | - |  |  |  | - |  |  |  | 709 |
Depreciation and amortization |  |  | 7 |  |  |  | 11 |  |  |  | 1 |  |  |  | - |  |  |  | 19 |  |  |  | 1 |  |  |  | 16 |  |  |  | - |  |  |  | 20 |  |  |  | 37 |
General and administrative |  |  | 1,006 |  |  |  | 161 |  |  |  | 6,656 |  |  |  | - |  |  |  | 7,823 |  |  |  | 755 |  |  |  | 253 |  |  |  | - |  |  |  | 2,323 |  |  |  | 3,331 |
Total operating expenses |  |  | 1,013 |  |  |  | 172 |  |  |  | 6,657 |  |  |  | - |  |  |  | 7,842 |  |  |  | 756 |  |  |  | 269 |  |  |  | - |  |  |  | 2,343 |  |  |  | 3,368 |
Operating income (loss) |  |  | (273 | ) |  |  | 199 |  |  |  | (3,811 | ) |  |  | - |  |  |  | (3,885 | ) |  |  | (619 | ) |  |  | 303 |  |  |  | - |  |  |  | (2,343 | ) |  |  | (2,659 | )
Total other income (expense), net |  |  | 587 |  |  |  | (25 | ) |  |  | (87,629 | ) |  |  | - |  |  |  | (87,067 | ) |  |  | (13 | ) |  |  | (25 | ) |  |  | - |  |  |  | 259 |  |  |  | 221 |
Net income (loss) before income taxes |  | $ | 314 |  |  | $ | 174 |  |  | $ | (91,440 | ) |  | $ | - |  |  | $ | (90,952 | ) |  | $ | (632 | ) |  | $ | 278 |  |  | $ | - |  |  | $ | (2,084 | ) |  | $ | (2,438 | )

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Total assets by reportable segment as of March 31, 2026 is as follows:

|  | TON |  |  | Go Fund Yourself |  |  | MARKET.Live |  |  | Consolidated |
ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash |  | $ | 34,562 |  |  | $ | 3 |  |  | $ | 219 |  |  | $ | 34,784 |
Restricted cash |  |  | 169 |  |  |  | - |  |  |  | - |  |  |  | 169 |
Accounts receivable |  |  | - |  |  |  | - |  |  |  | 438 |  |  |  | 438 |
ERC Receivable - short-term |  |  | 734 |  |  |  | - |  |  |  | - |  |  |  | 734 |
Prepaid expenses and other current assets |  |  | 1,182 |  |  |  | 1 |  |  |  | 53 |  |  |  | 1,236 |
Total current assets |  |  | 36,647 |  |  |  | 4 |  |  |  | 710 |  |  |  | 37,361 |
Long-lived assets, net |  |  | 20 |  |  |  | 145 |  |  |  | 201 |  |  |  | 366 |
Intangible assets, net |  |  | 30 |  |  |  | 18 |  |  |  | 12 |  |  |  | 60 |
Goodwill |  |  | - |  |  |  | - |  |  |  | 5,165 |  |  |  | 5,165 |
TON - Unrestricted |  |  | 72,446 |  |  |  | - |  |  |  | - |  |  |  | 72,446 |
TON - Restricted |  |  | 199,580 |  |  |  | - |  |  |  | - |  |  |  | 199,580 |
Other non-current assets |  |  | 2,753 |  |  |  | 3,924 |  |  |  | 9 |  |  |  | 6,686 |
Total assets |  | $ | 311,476 |  |  | $ | 4,091 |  |  | $ | 6,097 |  |  | $ | 321,664 |

13. ACQUISITION

On April 11, 2025, the Company, Lyvecom and the Lyvecom Shareholders entered into a definitive Stock Purchase Agreement with respect to the Acquisition that incorporated the terms of the Binding Term Sheet (the “Purchase Agreement”). The Acquisition closed on April 11, 2025. The purchase price paid for the shares of capital stock of Lyvecom was $3,000 in cash, the repayment of $1,125 to certain investors in Lyvecom’s Simple Agreement for Future Equity (S.A.F.E.) instruments, the payment of $100 to a Lyvecom related party to satisfy an existing loan to Lyvecom, and the issuance of 184,812 restricted shares of the Company’s common stock (the “Restricted Shares”) having a value of $1,000 on the closing date based on a 30-day volume weighted average price of approximately $5.41 per share. The Restricted Shares are subject to a lock-up agreement and a leak-out agreement. The Purchase Agreement also provides for an earn-out payment to the Lyvecom Shareholders of up to an additional $3,000 in cash over a 24-month earn-out period based on Lyvecom’s achievement of various performance metrics.

The following is our allocation of the fair value of the purchase price as of April 11, 2025:

SCHEDULE OF PRELIMINARY ALLOCATION OF FAIR VALUE PURCHASE PRICE

Current assets |  | $ | 47 |
Intangible assets |  |  | 934 |
Accrued liabilities |  |  | (65 | )
Contingent liability |  |  | (600 | )
Deferred tax liability |  |  | (256 | )
Total net assets acquired |  |  | 60 |
Goodwill |  |  | 5,165 |
Total purchase price |  | $ | 5,225 |

We believe that in this acquisition goodwill represents the existing customer base of Lyvecom and the added synergy profitability expansion when we implement the Company’s processes into the Company. Goodwill will not be amortized but will be tested at least annually for impairment. None of the recognized goodwill will be deductible for tax purposes.

The following tables present the pro forma combined results of operations of the Company and Lyvecom as though the acquisition occurred at the beginning of fiscal 2025 (in thousands, except per share amount and number of shares):

SCHEDULE OF UNAUDITED PRO FORMA

|  | Three months ended March 31, 2025 |
Pro forma revenues |  | $ | 1,413 |
Pro forma net income (loss) attributable to common stockholders of Ton Strategy Company |  | $ | (2,363 | )
Pro forma earnings per share – basic and diluted |  | $ | (1.96 | )
Pro forma weighted-average shares used in computing earnings per share – basic and diluted |  |  | 1,204,613 |

The above pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal 2025. The pro forma financial information reflects material, nonrecurring adjustments directly attributable to the acquisition including acquisition-related expenses, interest expense, and any related tax effects. The pro forma financial information includes adjustments related to changes in recognized expenses caused by the fair value of assets acquired, such as depreciation and amortization and related tax effects. Pro forma weighted average number of common shares outstanding includes the impact of 184,812 shares of our common stock issued as partial consideration for the acquisition.

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14. RELATED PARTY TRANSACTIONS

Advisory Services Agreement

On August 7, 2025, the Company entered into an advisory services agreement (the “Advisory Services Agreement”) with Kingsway Capital Partners Limited (“Kingsway”), a firm controlled by Manuel Stotz, the Company’s Executive Chairman of the Board of Directors. Pursuant to the Advisory Services Agreement, Kingsway provides advisory and consulting services related to the expansion and diversification of the Company’s business its TON Treasury Strategy. In consideration for these services, the Company agreed to pay Kingsway, (i) a one-time set-up fee having a notional value of $3,000 and (ii) an annual advisory fee equal to 2.0% of the Company’s market capitalization payable in 12 monthly installments. Payments may be made in either TON or cash, as mutually agreed between the parties. If paid in TON, the amount due is determined based on the weighted- average TON execution price as of the last day of each month. The Company will also reimburse Kingsway for reasonable out-of-pocket expenses incurred in connection with the services provided. The Advisory Services Agreement has an initial 20-year term and may be renewed for successive one-year periods upon mutual agreement, unless earlier terminated. The Company capitalized the one-time set-up fee as a prepaid asset and is amortizing over the contractual term of the agreement. For the three months ended March 31, 2026, the Company recognized $37 related to the amortization of the setup fee and recorded $701 in advisory fees paid or accrued under the monthly installments of the annual advisory fee. Transactions with Kingsway are considered related party transactions due to the control relationship with the Company’s Executive Chairman. See Note 15 – Subsequent Events.

Blockchain.com Agreements

On July 31, 2025, the Company entered into a master custody agreement with Blockchain.com pursuant to which Blockchain.com has custody of digital assets held by the Company and executes digital asset transactions on behalf of the Company. Manuel Stotz, the Company’s newly appointed Executive Chairman of the Board of Directors and Chief Executive Officer of Kingsway serves as director on the Board of Directors of Blockchain.com PLC, Blockchain.com’s parent company (“Blockchain Parent”), and entities affiliated with Kingsway hold an approximate 9% ownership in Blockchain Parent. Nicholas Cary currently sits on the Board of Directors of TON Strategy Company and is co-founder and serves as Vice Chairman and an employee of Blockchain Parent and holds an approximate 3% ownership interest in Blockchain Parent.

On November 24, 2025, the Company entered Addendum No. 1 (the “Addendum”) to the master custody agreement with Blockchain.com. Under this Addendum, for all unlocked Toncoin (i.e., non-smart contract locked Toncoin), the master custody agreement was amended for the following: (i) the custody services fee was reduced from 50 basis points to 5 basis points per annum, (ii) the rewards fee for staking rewards was reduced from 25% to 10%, (iii) the term of the Addendum and the master custody agreement is twelve months. The Company can terminate both the Addendum and master custody agreement early and incur an early termination fee equal to the monthly average of all fees paid by the Company multiplied by the number of months remaining in the term.

Pursuant to the master custody agreement, for the three months ended March 31, 2026, the Company incurred custody fees, staking service fees and staking rewards fees in an aggregate amount of $192.

PIPE In-kind Contributions

Certain subscribers to the PIPE including Kingsway, Blockchain.com, and Vy Capital Management Company Limited (“Vy Capital”), a greater than 5% owner of the Company, contributed cash as well as in-kind contributions. Kingsway contributed $118,141 across eight entities consisting of: (i) $35,000 of cash (ii) 8,952,656 unlocked or unrestricted Toncoin, and (iii) 16,047,344 Toncoin restricted through a smart contract. The restricted Toncoin were contributed in-kind through the transfer of publicly viewable smart contracts on the TON blockchain containing embedded vesting logic. The tokens are not transferable until automatically released pursuant to the programmed vesting conditions. The smart contract addresses transferred by Kingsway as part of its in-kind contribution are:

| 1. | EQCMWZgtAVIiXfeMVAgzVs2MajSbbiWKzmuIDJmQbaQiWDZo
| 2. | EQDqBwL09BB_La-qSeijfdA7yNim63TRgF0CuBdEq8CNx9rj
| 3. | EQCMeSsnz0NdYcdGIJqfpiPTj4XAVEmOVTZF3oCgQQOZpFy1
| 4. | EQC44YZzJVgEWyC9iGA3Wjr3w3mRmMGO1pixxw5x15jtJsFW
| 5. | EQDy4cHV9z_yUurcUDCNReKaWtblM94_Fh3p-dDJhjdb1n2m
| 6. | EQB6cfoi_3_cF5MgscR3tTFhk1UsdsE1hQAqKtyAvxY5X7tW
| 7. | EQDjam6srORSqJ3uQ74ofGF81DuKY3I_9jMGqpntWHePA6Jv
| 8. | EQD0pVnZeode4x-SpnWJFNxL7GvkRyzOL5C_BQPGlm04awIR

Merkle Tree Markets Ltd., a subsidiary of Blockchain.com contributed $19,977 consisting of: $10,000 of cash and (ii) 3,000,000 Toncoin restricted through a smart contract. The smart contract address transferred by Merkle Tree Markets Ltd. as part of its in-kind contribution is:

EQCI758gcdiZxC6x1ya3a3qVykRxTAjKprKHDwKV7urpHUvN

Vy Capital contributed $58,257 across two entities consisting of: (i) $25,000 of cash and (ii) 10,000,000 of unlocked or unrestricted Toncoin.

15. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through May 12, 2026, the date these condensed consolidated financial statements were issued. There were no material events or transactions that require disclosure in the financial statements other than the items discussed below.

Shareholder Derivative Lawsuit

On April 2, 2026, a shareholder derivative action Graham v. Manuel Stotz, et. al., No. A-26-943141-C, Eighth Judicial District Court, Clark County, Nevada, was filed against current and former members of the Company’s board of directors as defendants and the Company as a nominal defendant. The Plaintiff alleges breaches of fiduciary duty, corporate waste, and unjust enrichment in connection with the Company’s August 2025 restructuring. The complaint seeks compensatory damages, disgorgement or restitution and granting equitable and injunctive relief. The Company is unable to estimate a possible loss or range of possible losses in connection with this proceeding.

Hiring of Chief Executive Officer

On April 16, 2026, the Company announced the appointment of Kevin Wilson as Chief Executive Officer, effective May 4, 2026. Mr. Wilson will receive an annual base salary of $950, a target annual bonus opportunity of 100% of salary as determined by the Board, a one-time $250 signing bonus, and an equity award representing 2% of fully diluted shares to be approved by the Board, along with standard benefits and severance eligibility.

Forfeiture of RSU Awards

On April 28, 2026, the Company and several executive officers and directors entered into an RSU Forfeiture Agreement pursuant to which an aggregate of 1,020,823 RSU awards were forfeited. As of March 31, 2026, the amount of unrecognized compensation related to these grants will be recorded as share-based compensation expense during the three months ended June 30, 2026 due to the Company’s cancellation of these awards.

TON Fair Value

As of May 6, 2026, the 221,881,224 units of TON held by the Company as of March 31, 2026 had a fair value of $433,334.

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ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

The following discussion and analysis of the results of operations and financial condition of our company for the three-month periods ended March 31, 2026 and 2025 should be read in conjunction with the financial statements and related notes and the other financial information that are included elsewhere this Quarterly Report on Form 10-Q. This discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Forward-looking statements are statements not based on historical fact and which relate to future operations, strategies, financial results, or other developments. Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to business decisions, are subject to change. These uncertainties and contingencies can cause actual results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. We disclaim any obligation to update forward-looking statements. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

All dollar amounts in the below Management’s Discussion and Analysis of Financial Condition and Results of Operations are presented in thousands, unless otherwise noted or the context otherwise provides.

Overview

Our business is currently comprised of four business units. They are TON Strategy Company, a digital asset treasury; MARKET.live, a livestream shopping platform and digital media agency; LyveCom, an AI social commerce technology software provider; Go Fund Yourself, a social crowd-funding platform and interactive reality TV show for Regulation CF and Regulation A issuers. For segment reporting purposes, however, MARKET.live and LyveCom are aggregated and presented as a single reportable segment in the Company’s consolidated financial statements, resulting in three reportable segments, TON, MARKET.live and Go Fund Yourself.

TON

TON Strategy Company is a digital asset treasury and Web3 ecosystem company focused on supporting The Open Network, a public blockchain originally developed to integrate with Telegram, one of the world’s largest messaging platforms. The TON blockchain is designed to process transactions quickly and at scale, enabling a range of decentralized applications and digital services that can be accessed directly through Telegram’s global user base of more than one billion people.

The Company’s core business is the management of its corporate treasury holdings of Toncoin, the native digital asset of the TON blockchain. This includes staking TON, which involves locking up tokens to help secure and validate the network in exchange for staking rewards. Through these activities, the Company seeks to support the TON ecosystem while managing its digital assets in line with applicable regulatory, accounting, and risk-management standards. The Company may also pursue other Web3 initiatives within the TON ecosystem to help promote the network’s long-term growth and adoption.

In addition to our digital asset business, the Company has three additional complementary business units. They are MARKET.live, a livestream shopping platform and digital media agency; LyveCom, an AI social commerce technology software provider; Go Fund Yourself, a social crowd-funding platform and interactive reality TV show for Regulation CF and Regulation A issuers. During the year ending December 31, 2025, the Company dissolved Vanity Prescribed LLC and sold Good Girl LLC both wellness focused ecommerce sites providing telehealth services.

MARKET.live

Focused on interactive, video-based social commerce, MARKET.live is a multi-vendor livestream shopping platform that merges e-commerce and entertainment, enabling brands, retailers, and creators to broadcast shoppable events simultaneously across major social and video channels, including TikTok, YouTube, Facebook, Instagram, and Pinterest. The platform’s integrations with Meta, TikTok, Pinterest, and other networks enable native, frictionless checkout experiences within each application, with purchase and order data flowing seamlessly back through MARKET.live to vendors for fulfillment. In 2024, MARKET.live expanded its relationship with TikTok through a formal partnership with TikTok Shop, becoming an official TikTok Shop Partner (TSP). Under this partnership, TikTok refers brands, retailers, influencers, and affiliates to MARKET.live for recurring-fee services, including onboarding and store setup, creative production, influencer management, and store optimization—now representing the largest and fastest-growing segment of MARKET.live’s business.

LyveCom

In April 2025, the Company consummated its acquisition of LyveCom, an artificial intelligence (AI)–driven video commerce platform, pursuant to a stock purchase agreement dated April 11, 2025. The integration of LyveCom’s technology into MARKET.live enhances the platform’s multicast and AI capabilities, enabling brands and merchants to deliver a true omnichannel livestream shopping experience across social media channels, proprietary websites, and mobile applications, while maintaining unified checkout and inventory control. LyveCom’s technology allows brands to own their audience and data by capturing “zero-party” customer information—data intentionally shared by customers regarding preferences and purchase intentions—providing deeper insight and reducing reliance on third-party platforms.

GO FUND YOURSELF

Go Fund Yourself is an interactive social crowdfunding platform that provides public and private companies with broad-based exposure for their Regulation CF and Regulation A offerings. The program airs weekly on CheddarTV and generates revenue from issuer fees related to appearances, marketing, advertising, and content production. As of March 31, 2026, Go Fund Yourself is currently dormant, and the Company is evaluating strategic alternatives for this business line on a go-forward basis.

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Revenue Generation

The Company’s digital asset treasury strategy derives revenue from staking TON rewards. In TON staking activities, the Company retains the right and ability to direct the use of the underlying TON, subject to a bonding period. As such, the Company does not derecognize the TON when participating in staking. The Company recognizes rewards from staking as revenue in accordance with ASC 606. The Company acts as an agent in staking transactions as it provides access to its TON to third-party validator operators who perform the technical validation responsibilities. Staking rewards are recognized as revenue at the end of each validation round, or block processing time, or when earned and measurable and when the Company’s share of rewards is known. The amount of revenue recognized is measured at fair value and is presented net of validator or other protocol fees.

As of March 31, 2026, the Company had staked 221,221,344 units of TON on the TON blockchain. For the three months ended March 31, 2026, the Company earned 2,175,183 units of TON and recognized revenue from staking rewards of $3,002.

In April 2026, The Open Network implemented upgrades to its TON Virtual Machine (TVM), the network’s execution layer, and Catchain 2.0, its consensus mechanism, enhancing overall network efficiency and validation throughput. The Company, in coordination with its service providers, was well positioned to benefit from improved staking yields associated with these changes. Gross staking yields for April were 1.39% vs 0.34% in March.

MARKET.live revenue is derived from contract-based recurring fee revenue services that include, among other things, a full suite of social commerce services for consumer brands and merchants seeking to adopt or expand online commerce and social selling capabilities, including end-to-end creative services such as content creation and full remote and in-studio production services, host/influencer/affiliate casting and management, TikTok Shop and other social media platform online store creation, set-up and establishment, maintenance and enhancements. Clients are referred to us through our existing partnership with TikTok Shop and other social media channels, as well as from several brand agencies with whom we maintain affiliate relationships.

GO FUND YOURSELF Show derives revenue from fees we charge to issuers to appear on the show and for marketing, ad, and content creation and distribution services. Appearance fees are based on service packages that range from $15,000 to $60,000 per issuer.

Economic and Network Disruption

Our business, including both our traditional operations and our digital asset treasury activities involving Toncoin is dependent on general economic conditions and the performance of TON. Macroeconomic factors such as inflation, rising interest rates, foreign exchange volatility, or economic instability in jurisdictions where we or our partners operate may adversely affect demand for our products and services, as well as the value of our digital asset holdings. These conditions can also influence liquidity, capital availability, and investor sentiment across all of our business lines.

In addition, our digital asset operations are directly exposed to risks specific to the TON ecosystem. Network disruptions, validator downtime, software vulnerabilities, governance disputes, or changes in protocol parameters may impair access to our TON holdings or reduce staking rewards. Adjustments to validator incentives, inflation rates, or reward distributions could materially alter the economics of staking. Likewise, declines in network activity, competition from other blockchains, or regulatory developments affecting TON or related ecosystem participants could negatively impact TON’s utility and price.

Given the evolving nature of both global markets and the TON Network, we cannot predict the timing or magnitude of any economic or network-specific disruption. Any such events could materially and adversely affect our business, financial condition, and results of operations.

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Recent Developments

Ratification of Equity Award Grants and Equity Issuances

We determined that a number of equity awards granted pursuant to our 2019 Stock and Incentive Compensation Plan, as amended, or the Incentive Plan, were inadvertently issued in excess of the amount available under the Incentive Plan, or the Excess Awards, and such issuance of Excess Awards may have required additional shareholder approval. Additionally, some of the equity awards granted pursuant to our Incentive Plan and the shares issued upon exercise or vesting of these equity awards may not have been registered or may not have had a valid exemption from registration or qualification under the Securities Act of 1933 and/or the securities laws of certain states.

Pursuant to Nevada Revised Statues 78.315(2) our Board of Directors adopted resolutions by unanimous written consent to ratify (i) amendments to our Incentive Plan to increase the share reserve under such Incentive Plan, and as may be required in order to align the Incentive Plan and related Equity Awards (as defined below) with all applicable laws, rules and regulations, or the Plan Modifications, and (ii) certain issuances of our shares and grants of equity under the Incentive Plan (including options, restricted stock awards and restricted stock units), or the Equity Awards.

Additionally, we determined that there was lack of clarity on when we effected our reverse stock splits in 2023 and 2024. In order to correct and confirm the effective date for each of the reverse stock splits, we filed certificates of correction with the Nevada Secretary of State on March 30, 2026, to correct the effective date and time of the amendments to our articles of incorporation memorializing the reverse stock splits to April 19, 2023 and October 9, 2024, respectively.

Unregistered Equity Award Grants and Equity Issuances Under Certain Employee Benefit Plans

As mentioned above, we determined that some of the equity awards granted pursuant to our Incentive Plan and the shares issued upon exercise or vesting of these equity awards may not have been registered or may not have had a valid exemption from registration or qualification under the Securities Act of 1933 and/or the securities laws of certain states. Because of the lack of registration and, potentially, the lack of a valid exemption from registration, the equity awards we granted and the shares issued upon exercise or vesting of these equity awards may have been issued in violation of U.S. federal and/or certain state securities laws and we may be subject to claims for rescission or damages.

Under Securities Act Section 12(a)(1), certain purchasers of unregistered securities have a right to recover, upon the tender of such security the consideration paid for such security with interest, less the amount of any income received, or damages if the security holder no longer holds the security. We currently do not believe that any holder has a claim to rescission for the equity awards since we are not aware of any recipient of a potentially unregistered award having suffered damages as a result of such equity award, or shares issued pursuant to such equity award, not being registered.

Although we currently do not believe that any holder has a claim for damages or an economic incentive for rescission of the equity awards, or shares issued upon exercise of these equity awards, our belief could be incorrect, it might later become economically advantageous for a holder to seek rescission, or a holder might otherwise seek rescission for other reasons. If such equity awards, or shares issued or issuable pursuant to such equity awards, are subject to rescission, we could be required to rescind these shares and make payments for rescission, damages, and interest to the holders of these equity awards, or shares issued pursuant to such equity awards, in an amount not yet determinable by us. In addition, we could incur further costs as a result of regulatory inquiries, lawsuits, or additional actions we may be required to take to resolve this matter.

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Notice to Nasdaq of Possible Violation

On March 27, 2026, we provided notice to the Nasdaq Staff regarding our possible violation of Nasdaq Listing Rule 5635(c). The notification to Nasdaq related to our recent determination that the Excess Awards were inadvertently issued in excess of the amount available under the Incentive Plan, and such issuance of Excess Awards may have required additional shareholder approval. On March 30, 2026, we received a letter, or the Letter, from the Nasdaq Staff acknowledging our notice. The Letter has no immediate effect on our continued listing on Nasdaq, subject to our compliance with other continued listing requirements. Pursuant to the Nasdaq Listing Rules, we have 45 calendar days from March 30, 2026 to submit a plan to regain compliance. We intend to work closely and expeditiously with Nasdaq in an effort to resolve this matter. We intend to submit, within the requisite period, a plan to regain compliance under the Nasdaq Listing Rules. If the plan is accepted, Nasdaq may grant us an extension of 180 calendar days from the date of the Letter to evidence compliance. There can be no assurance that Nasdaq will accept our plan or that we will be able to regain compliance with the applicable listing requirements.

TON Treasury Strategy

On August 7, 2025, the Company completed transactions involving entry into a subscription agreement with certain institutional investors for a private placement in public equity, offering an aggregate of 57,024,121 shares of Common Stock of the Company, par value $0.0001 per share, at an offering price of $9.51 per share, and pre-funded warrants to purchase up to an aggregate of 1,677,996 shares of Common Stock at a purchase price per warrant of $9.5099. Each of the pre-funded warrants is exercisable for one share of Common Stock at the exercise price of $0.0001 per pre-funded warrant share, immediately exercisable, and may be exercised at any time until all of the pre-funded warrants issued in the PIPE are exercised in full. The gross proceeds from the PIPE, before deducting the placement agent fees and offering expenses, were approximately $558,000 funded in a combination of cash, TON and other stablecoins. The Company incurred cash and equity placement agent fees of $11,423 and $10,452, respectively, and offering expenses of $13,155. The placement agent equity fee was comprised of 512,860 shares of Common Stock of the Company. Approximately one-third of the PIPE Subscribers have agreed to lock-up restrictions with the Company (the “Lock-Up Investors”) whereby they will not sell or transfer the Acquired Securities for six months, with respect to all of the Acquired Securities held by such PIPE Subscribers, or for 12 months, with respect to 50% of the Acquired Securities held by each such PIPE Subscriber, in each case measured from the date of execution of the Subscription Agreement, subject to customary exceptions. The Lock-Up Investors that contributed Toncoin not eligible for trading or transfer (the “Locked Toncoin”) are also subject to Lock-Up Restrictions with respect to the Acquired Securities issued as consideration for the Locked Toncoin for the same duration as the Locked Toncoin are not eligible for trading or transfer. The Locked Toncoin do not have any restrictions regarding staking and can be staked by the Company to generate staking revenue. On August 21, 2025, the Company announced the start of its TON Treasury Strategy and used the net proceeds from the PIPE to acquire Toncoin, the native Digital Asset currency of The Open Network blockchain.

TON is a blockchain platform originally developed by the creators of Telegram, a cloud-based, cross-platform social media and instant messaging service with over one billion monthly active users. Initially named the Telegram Open Network, with its native token Grams, the project faced a U.S. regulatory challenge, that resulted in Telegram ceasing its involvement in the Telegram Open Network blockchain. Grams were not fully developed, and the test version of the tokens was placed into smart contracts, which anyone could mine. A community of open-source developers continued development of the Telegram Open Network, using its codebase, architecture, and documentation, subsequently updating its testnet to mainnet and rebranding it as TON, and used the open-source code as the basis for Toncoin, which became TON’s native token. The TON Foundation, a non-profit organization and network of developers and many network contributors in the TON community, now supports, but does not control or govern, TON blockchain and TON ecosystem.

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TON blockchain is a layer-1 blockchain designed to be a scalable, user-friendly platform that supports various decentralized applications. Operating on a Proof of Stake consensus model, TON aims to enhance network scalability, security, and energy efficiency. Validators help secure, and run, TON, which is accomplished by staking Toncoin, earning rewards for their participation, and contributing to the network’s overall stability. Toncoin is also used for paying transaction and gas fees and participating in governance. The functionality of TON depends on the use of Toncoin to power transactions and smart contracts that are essential to the applications built on top of TON. Furthermore, the use of Toncoin by validators facilitates the security features on which TON relies.

Implementation of the Company’s TON Treasury Strategy was bolstered by an exclusive partnership between Telegram and the TON Foundation. From 2023 to 2024, Toncoin experienced significant growth in active addresses and wallets. Moreover, in 2024, TON blockchain was the fastest growing blockchain by transactions. In January 2025, Telegram and the TON Foundation announced that TON blockchain would become the exclusive blockchain infrastructure powering Telegram’s Mini App ecosystem, allowing Telegram users to use Toncoin within Telegram without leaving the interface. This enables TON to leverage Telegram’s fast-growing user population to scale distribution. In July 2025, TON Wallet, a self-custodial wallet built into Telegram’s interface, went live in the United States.

The Company is focused on the accumulation of Toncoin for long-term investment, whether acquired through deployment of proceeds from capital raising transactions, staking rewards or via open market purchases. The Company aims to steadily expand its TON treasury, stake TON, and to support the development of a tokenized economy inside Telegram’s billion-user platform.

To further institutionalize our TON-centered strategy, the Company has bolstered its leadership team with executives who bring deep expertise in both traditional and decentralized finance. This structure affirms our intent to build a deeply experienced leadership team across global institutional finance and the TON ecosystem.

Termination of Executive Officers

On January 26, 2026, the Company and Veronika Kapustina, Chief Executive Officer of the Company, mutually agreed that Ms. Kapustina will be transitioning out of her position as Chief Executive Officer of the Company. Ms. Kapustina is expected to continue to serve as Chief Executive Officer until the Company completes a search and appoints her successor. The Company has engaged Intersection Growth Partners, a third-party executive search firm, to conduct the search for the Company’s next Chief Executive Officer.

On February 26, 2026, the board of directors of the Company terminated the employment of Rory J. Cutaia, the Company’s Chief Executive Officer of the Company’s Global Digital Media Division and named executive officer in the Company’s most recent disclosure, effective February 27, 2026. On March 1, 2026, Mr. Cutaia informed the Company that he was resigning from the Board effective immediately. On March 2, 2026, Denise Butler was appointed to serve as interim President of the Global Digital Media Division.

Advisory Services Agreement

On January 23, 2026, the Company’s Board of Directors authorized the Company to enter into settlement negotiations with Kingsway Capital Partners Limited (“Kingsway”) to terminate the advisory services agreement dated August 7, 2025. Under the agreement, Kingsway provides advisory and consulting services to the Company in connection with the expansion and diversification of the Company’s business and its TON Treasury Strategy. As of the date of this filing, the Company cannot estimate the timing of any settlement or the potential financial impact of a settlement, including any settlement amount in connection with the proposed termination.

Hiring of Chief Executive Officer

On April 16, 2026, the Company announced the appointment of Kevin Wilson as Chief Executive Officer, effective May 4, 2026. Mr. Wilson will receive an annual base salary of $950 thousand, a target annual bonus opportunity of 100% of salary as determined by the Board, a one-time $250 thousand signing bonus, and an equity award representing 2% of fully diluted shares to be approved by the Board, along with standard benefits and severance eligibility. Mr. Wilson brings more than 20 years of experience across financial markets, institutional trading and digital assets, including recent leadership roles focused on cryptocurrency trading and blockchain-based initiatives. The Company believes Mr. Wilson’s experience in digital asset markets and scaling trading platforms will support its strategy of building a digital asset treasury centered on Toncoin and advance the Company’s broader growth initiatives.

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Results of Operations

TON Strategy Company (Consolidated)

Three Months Ended March 31, 2026 as Compared to the Three Months Ended March 31, 2025

The following is a comparison of our results of operations for the three months ended March 31, 2026 and 2025 (in thousands):

|  | Three Months Ended March 31,
|  | 2026 |  |  | 2025 |  |  | Change |
Revenue |  | $ | 5,253 |  |  | $ | 1,305 |  |  | $ | 3,948 |
Cost of revenue |  |  | 1,296 |  |  |  | 596 |  |  |  | 700 |
Gross profit |  |  | 3,957 |  |  |  | 709 |  |  |  | 3,248 |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 19 |  |  |  | 37 |  |  |  | (18 | )
General and administrative |  |  | 7,823 |  |  |  | 3,331 |  |  |  | 4,492 |
Total operating expenses |  |  | 7,842 |  |  |  | 3,368 |  |  |  | 4,474 |
Operating loss |  |  | (3,885 | ) |  |  | (2,659 | ) |  |  | (1,226 | )
Other income (expense), net |  |  |  |  |  |  |  |  |  |  |  |
Interest income |  |  | 340 |  |  |  | 121 |  |  |  | 219 |
Unrealized (gain) loss on investments |  |  | (64 | ) |  |  | 83 |  |  |  | (147 | )
Other income (expense), net |  |  | 585 |  |  |  | 17 |  |  |  | 568 |
Net gain (loss) on fair value of Digital Assets |  |  | (87,928 | ) |  |  | - |  |  |  | (87,928 | )
Total other income (expense), net |  |  | (87,067 | ) |  |  | 221 |  |  |  | (87,288 | )
Net income (loss) before income taxes |  | $ | (90,952 | ) |  | $ | (2,438 | ) |  | $ | (88,514 | )

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Revenue

Revenue was $5,253 for the three months ended March 31, 2026, as compared to $1,305 for the three months ended March 31, 2025. The revenue increase of $3,948, representing an increase of 303%, is primarily attributable to revenue received from our TON segment of $3,002 which began its operations during the three months ended September 30, 2025.

Cost of Revenue

Cost of revenue was $1,296 for the three months ended March 31, 2026, as compared to $596 for the three months ended March 31, 2025. The cost of revenue increase of $700, representing an increase of 117%, is primarily attributable to revenue received from our TON segment of $3,002 which began its operations during the three months ended September 30, 2025 which has experienced a higher gross margin than the other segments.

Operating Expenses

Depreciation and amortization expenses were $19 for the three months ended March 31, 2026, as compared to $37 for the three months ended March 31, 2025.

General and administrative expenses including stock compensation expense were $7,823 for the three months ended March 31, 2026, as compared to $3,331 for the three months ended March 31, 2025. The increase of $4,492 is due to increases in legal fees of $1,670, personnel costs of $1,250, Kingsway advisory fees of $701, insurance of $411, and professional fees of $383. All of these increases are attributable to the TON segment, which began its operations during the three months ended September 30, 2025.

Other Income (Expense), net

Other expense, net, for the three months ended March 31, 2026 was $(87,067), which was primarily attributable to an unrealized loss related to the Company’s Digital Asset holdings of $(87,928).

Three Months Ended March 31, 2026 as Compared to the Three Months Ended December 31, 2025

The following is a comparison of our results of operations for the three months ended March 31, 2026 and December 31, 2025 (in thousands):

|  | Three Months Ended, |
|  | March 31, 2026 |  |  | December 31, 2025 |  |  | Change |
Revenue |  | $ | 5,253 |  |  | $ | 5,742 |  |  | $ | (489 | )
Cost of revenue |  |  | 1,296 |  |  |  | 2,307 |  |  |  | (1,011 | )
Gross profit |  |  | 3,957 |  |  |  | 3,435 |  |  |  | 522 |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 19 |  |  |  | 84 |  |  |  | (65 | )
Impairment |  |  | - |  |  |  | 3,131 |  |  |  | (3,131 | )
General and administrative |  |  | 7,823 |  |  |  | 9,362 |  |  |  | (1,539 | )
Total operating expenses |  |  | 7,842 |  |  |  | 12,577 |  |  |  | (4,735 | )
Operating loss |  |  | (3,885 | ) |  |  | (9,142 | ) |  |  | 5,257 |
Other income (expense), net |  |  |  |  |  |  |  |  |  |  |  |
Interest income |  |  | 340 |  |  |  | 532 |  |  |  | (192 | )
Unrealized (gain) loss on investments |  |  | (64 | ) |  |  | - |  |  |  | (64 | )
Other income (expense), net |  |  | 585 |  |  |  | 419 |  |  |  | 166 |
Net gain (loss) on fair value of Digital Assets |  |  | (87,928 | ) |  |  | (234,515 | ) |  |  | 146,587 |
Total other income (expense), net |  |  | (87,067 | ) |  |  | (233,564 | ) |  |  | 146,497 |
Net income (loss) before income taxes |  | $ | (90,952 | ) |  | $ | (242,706 | ) |  | $ | 151,754 |

Revenue

Revenue was $5,253 for the three months ended March 31, 2026, as compared to $5,742 for the three months ended December 31, 2025. The revenue decrease of $489, or 9%, is primarily attributable to lower MARKET.live segment revenue, along with a decline in Toncoin prices during the period compared to the prior quarter.

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Cost of Revenue

Cost of revenue was $1,296 for the three months ended March 31, 2026, as compared to $2,307 for the three months ended December 31, 2025. The cost of revenue decrease of $1,011, or 44%, is primarily attributable to lower margin revenue and amortization of software development costs of $258 in the prior quarter with no similar expense in the current quarter both attributable to the MARKET.live segment and a general decrease overall due to a decrease in revenue of 9%.

Operating Expenses

Depreciation and amortization expenses were $19 for the three months ended March 31, 2026, as compared to $84 for the three months ended December 31, 2025.

General and administrative expenses were $7,823 for the three months ended March 31, 2026, as compared to $9,362 for the three months ended December 31, 2025. The decrease of $1,539, or 16%, is primarily due to decreases in professional services of $852, credit loss expense of $527, share-based compensation of $462, personnel costs of $354, and Kingsway advisory fees of $297 all partially offset by an increase in legal fees of $890.

Other Income (Expense), net

Other expense, net, for the three months ended March 31, 2026 was $(87,067), which was primarily attributable to an unrealized loss related to the Company’s Digital Asset holdings of $(87,928).

TON Segment

Three Months Ended March 31, 2026 as Compared to the Three Months Ended March 31, 2025

The following is a comparison of our results of operations for the three months ended March 31, 2026 and 2025 (in thousands):

|  | Three Months Ended March 31, |
|  | 2026 |  |  | 2025 |  |  | Change |
Revenue |  | $ | 3,002 |  |  | $ | - |  |  | $ | 3,002 |
Cost of revenue |  |  | 156 |  |  |  | - |  |  |  | 156 |
Gross profit |  |  | 2,846 |  |  |  | - |  |  |  | 2,846 |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 1 |  |  |  | - |  |  |  | 1 |
General and administrative |  |  | 6,656 |  |  |  | - |  |  |  | 6,656 |
Total operating expenses |  |  | 6,657 |  |  |  | - |  |  |  | 6,657 |
Operating loss |  |  | (3,811 | ) |  |  | - |  |  |  | (3,811 | )
Other income (expense), net |  |  |  |  |  |  |  |  |  |  |  |
Interest income |  |  | 299 |  |  |  | - |  |  |  | 299 |
Unrealized gain (loss) on investments |  |  | - |  |  |  | - |  |  |  | - |
Other income (expense), net |  |  | - |  |  |  |  |  |  |  | - |
Net gain (loss) on fair value of Digital Assets |  |  | (87,928 | ) |  |  | - |  |  |  | (87,928 | )
Total other income (expense), net |  |  | (87,629 | ) |  |  | - |  |  |  | (87,629 | )
Net income (loss) before income taxes |  | $ | (91,440 | ) |  | $ | - |  |  | $ | (91,440 | )

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Revenue

Revenue was $3,002 for the three months ended March 31, 2026, as compared to $0 for the three months ended March 31, 2025. The revenue increase is attributable to revenue received from our TON segment of $3,002 which began its operations during the three months ended September 30, 2025.

Cost of Revenue

Cost of revenue was $156 for the three months ended March 31, 2026, as compared to $0 for the three months ended March 31, 2025. The cost of revenue increase is attributable to revenue received from our TON segment of $3,002 which began its operations during the three months ended September 30, 2025.

Operating Expenses

General and administrative expenses including stock compensation expense were $6,656 for the three months ended March 31, 2026, as compared to $0 for the three months ended March 31, 2025.

Other Income (Expense), net

Other expense, net, for the three months ended March 31, 2026 was $(87,629), which was primarily attributable to an unrealized loss related to the Company’s Digital Asset holdings of $(87,928).

Three Months Ended March 31, 2026 as Compared to the Three Months Ended December 31, 2025

The following is a comparison of our results of operations for the three months ended March 31, 2026 and December 31, 2025 (in thousands):

|  | Three Months Ended, |
|  | March 31, 2026 |  |  | December 31, 2025 |  |  | Change |
Revenue |  | $ | 3,002 |  |  | $ | 3,270 |  |  | $ | (268 | )
Cost of revenue |  |  | 156 |  |  |  | 205 |  |  |  | (49 | )
Gross profit |  |  | 2,846 |  |  |  | 3,065 |  |  |  | (219 | )
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 1 |  |  |  | - |  |  |  | 1 |
Impairment |  |  | - |  |  |  | - |  |  |  | - |
General and administrative |  |  | 6,656 |  |  |  | 6,746 |  |  |  | (90 | )
Total operating expenses |  |  | 6,657 |  |  |  | 6,746 |  |  |  | (89 | )
Operating loss |  |  | (3,811 | ) |  |  | (3,681 | ) |  |  | (130 | )
Other income (expense), net |  |  |  |  |  |  |  |  |  |  |  |
Interest income |  |  | 299 |  |  |  | 451 |  |  |  | (152 | )
Unrealized gain (loss) on investments |  |  | - |  |  |  | - |  |  |  | - |
Other income (expense), net |  |  | - |  |  |  | - |  |  |  | - |
Net gain (loss) on fair value of Digital Assets |  |  | (87,928 | ) |  |  | (234,515 | ) |  |  | 146,587 |
Total other income (expense), net |  |  | (87,629 | ) |  |  | (234,064 | ) |  |  | 146,435 |
Net income (loss) before income taxes |  | $ | (91,440 | ) |  | $ | (237,745 | ) |  | $ | 146,305 |

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Revenue

Revenue was $3,002 for the three months ended March 31, 2026, as compared to $3,270 for the three months ended December 31, 2025. The revenue decrease of $268, or 8%, is primarily attributable to lower Toncoin prices during the period compared to the prior quarter.

Cost of Revenue

Cost of revenue was $156 for the three months ended March 31, 2026, as compared to $205 for the three months ended March 31, 2025. The cost of revenue decrease is primarily attributable to a decrease in revenue.

Operating Expenses

General and administrative expenses were $6,656 for the three months ended March 31, 2026, as compared to $6,746 for the three months ended December 31, 2025. The decrease of $90, or 1%, is due to decreases in professional fees of $772, share-based compensation of $308, Kingsway advisory fees of $297, and other costs of $141, all partially offset by increases in legal fees of $831 and personnel costs of $597.

Other Income (Expense), net

Other expense, net, for the three months ended March 31, 2026 was $(87,629), which was primarily attributable to an unrealized loss related to the Company’s Digital Asset holdings of $(87,928).

Digital Media (MARKET.live, LyveCom, and Go Fund Yourself - Excludes TON segment)

Three Months Ended March 31, 2026 as Compared to the Three Months Ended March 31, 2025

The following is a comparison of our results of operations for the three months ended March 31, 2026 and 2025 (in thousands):

|  | Three Months Ended March 31, |
|  | 2026 |  |  | 2025 |  |  | Change |
Revenue |  | $ | 2,251 |  |  | $ | 1,305 |  |  | $ | 946 |
Cost of revenue |  |  | 1,140 |  |  |  | 596 |  |  |  | 544 |
Gross profit |  |  | 1,111 |  |  |  | 709 |  |  |  | 402 |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 18 |  |  |  | 37 |  |  |  | (19 | )
General and administrative |  |  | 1,167 |  |  |  | 3,331 |  |  |  | (2,164 | )
Total operating expenses |  |  | 1,185 |  |  |  | 3,368 |  |  |  | (2,183 | )
Operating loss |  |  | (74 | ) |  |  | (2,659 | ) |  |  | 2,585 |
Other income (expense), net |  |  |  |  |  |  |  |  |  |  |  |
Interest income |  |  | 41 |  |  |  | 121 |  |  |  | (80 | )
Unrealized gain (loss) on investments |  |  | (64 | ) |  |  | 83 |  |  |  | (147 | )
Other income (expense), net |  |  | 585 |  |  |  | 17 |  |  |  | 568 |
Net gain (loss) on fair value of Digital Assets |  |  | - |  |  |  | - |  |  |  | - |
Total other income (expense), net |  |  | 562 |  |  |  | 221 |  |  |  | 341 |
Net income (loss) before income taxes |  | $ | 488 |  |  | $ | (2,438 | ) |  | $ | 2,926 |

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Revenue

Revenue was $2,251 for the three months ended March 31, 2026, as compared to $1,305 for the three months ended March 31, 2025. The revenue increase of $946, or 72%, is primarily attributable to revenue growth from our MARKET.live business unit services packages.

Cost of Revenue

Cost of revenue was $1,140 for the three months ended March 31, 2026, as compared to $596 for the three months ended March 31, 2025. The cost of revenue increase of $544, or 91%, is primarily attributable to a 72% increase in revenue.

Operating Expenses

Depreciation and amortization expenses were $18 for the three months ended March 31, 2026, as compared to $37 for the three months ended March 31, 2025.

General and administrative expenses were $1,167 for the three months ended March 31, 2026, as compared to $3,331 for the three months ended March 31, 2025. The decrease of $2,164, or 65%, is due to decreases in share-based compensation of $1,054, professional fees of $387, advertising costs of $284, personnel costs of $226, software costs of $184, and legal fees of $93; all partially offset by increases in insurance and other costs of $64. The primary driver of lower costs in the Digital Media division is due to public company costs being absorbed by the TON segment in the current quarter and costs associated with the Lyvecom acquisition in the prior year quarter combined with the software costs being lower as a result of this acquisition that occurred in April 2025.

Other Income, net

Other income, net, for the three months ended March 31, 2026 was $562, which was primarily attributable to the write-off of a contingent liability related to the Lyvecom acquisition.

Three Months Ended March 31, 2026 as Compared to the Three Months Ended December 31, 2025

The following is a comparison of our results of operations for the three months ended March 31, 2026 and December 31, 2025 (in thousands):

|  | Three Months Ended, |
|  | March 31, 2026 |  |  | December 31, 2025 |  |  | Change |
Revenue |  | $ | 2,251 |  |  | $ | 2,472 |  |  | $ | (221 | )
Cost of revenue |  |  | 1,140 |  |  |  | 2,102 |  |  |  | (962 | )
Gross profit |  |  | 1,111 |  |  |  | 370 |  |  |  | 741 |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 18 |  |  |  | 84 |  |  |  | (66 | )
Impairment |  |  | - |  |  |  | 3,131 |  |  |  | (3,131 | )
General and administrative |  |  | 1,167 |  |  |  | 2,616 |  |  |  | (1,449 | )
Total operating expenses |  |  | 1,185 |  |  |  | 5,831 |  |  |  | (4,646 | )
Operating loss |  |  | (74 | ) |  |  | (5,461 | ) |  |  | 5,387 |
Other income (expense), net |  |  |  |  |  |  |  |  |  |  |  |
Interest income |  |  | 41 |  |  |  | 81 |  |  |  | (40 | )
Unrealized gain (loss) on investments |  |  | (64 | ) |  |  | - |  |  |  | (64 | )
Other income (expense), net |  |  | 585 |  |  |  | 419 |  |  |  | 166 |
Net gain (loss) on fair value of Digital Assets |  |  | - |  |  |  | - |  |  |  | - |
Total other income (expense), net |  |  | 562 |  |  |  | 500 |  |  |  | 62 |
Net income (loss) before income taxes |  | $ | 488 |  |  | $ | (4,961 | ) |  | $ | 5,449 |

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Revenue

Revenue was $2,251 for the three months ended March 31, 2026, as compared to $2,472 for the three months ended December 31, 2025. The revenue decrease of $221, or 9%, is primarily attributable to a decrease in our MARKET.live services packages by eliminating lower margin contracts in March 2026.

Cost of Revenue

Cost of revenue was $1,140 for the three months ended March 31, 2026, as compared to $2,102 for the three months ended December 31, 2025. The cost of revenue decrease of $962, or 46%, is primarily attributable to the elimination of lower margin contracts related to the MARKET.live segment and a reclassification of advertising costs from general and administrative costs of $300 to cost of revenue in the prior quarter.

Operating Expenses

Depreciation and amortization expenses were $18 for the three months ended March 31, 2026, as compared to $84 for the three months ended December 31, 2025.

General and administrative expenses were $1,167 for the three months ended March 31, 2026, as compared to $2,616 for the three months ended December 31, 2025. The decrease of $1,449, or 55%, is primarily due to decreases in personnel costs of $952, credit loss expense of $527, share-based compensation of $153, personnel costs of $354, and other costs of $98; all partially offset by an increase in advertising costs of $282 resulting from a reclassification of advertising costs from general and administrative costs of $300 to cost of revenue in the prior quarter.

Other Income, net

Other income, net, for the three months ended March 31, 2026 was $562, which was primarily attributable to the write-off of a contingent liability related to the Lyvecom acquisition.

Use of Non-GAAP Measures – Modified EBITDA

In addition to our results under generally accepted accounting principles (“GAAP”), we present Modified EBITDA as a supplemental measure of our performance. However, Modified EBITDA is not a recognized measurement under GAAP and should not be considered as an alternative to net income, income from operations or any other performance measure derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of liquidity. We define Modified EBITDA as net income (loss), plus depreciation and amortization, share-based compensation, unrealized (gain) loss on investments, and other (income) expense, and other non-recurring charges.

Management considers our core operating performance to be that which our managers can affect in any particular period through their management of the resources that affect our underlying revenue and profit generating operations that period. Non-GAAP adjustments to our results prepared in accordance with GAAP are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Modified EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Modified EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

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Consolidated

|  | Three Months Ended March 31, |
(in thousands) |  | 2026 |  |  | 2025 |
Net loss |  | $ | (90,952 | ) |  | $ | (2,438 | )
Adjustments |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 19 |  |  |  | 286 |
Share-based compensation |  |  | 1,122 |  |  |  | 958 |
Unrealized (gain) loss on investments |  |  | 64 |  |  |  | (83 | )
Other (income) expense, net |  |  | 87,343 |  |  |  | (17 | )
Other costs (a) |  |  | 1,775 |  |  |  | 256 |
Total EBITDA adjustments |  |  | 90,323 |  |  |  | 1,400 |
Modified EBITDA |  | $ | (629 | ) |  | $ | (1,038 | )

| (a) | Represents severance accrual for the departure of the Company’s CEO in addition to legal fees incurred related to a special investigation in 2026 and acquisition costs incurred for Lyvecom acquisition in 2025.

Digital Media (MARKET.live, LyveCom, and Go Fund Yourself - Excludes TON segment)

|  | Three Months Ended March 31, |
(in thousands) |  | 2026 |  |  | 2025 |
Net income (loss) |  | $ | 488 |  |  | $ | (2,438 | )
Adjustments |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 18 |  |  |  | 286 |
Share-based compensation |  |  | (96 | ) |  |  | 958 |
Unrealized (gain) loss on investments |  |  | 64 |  |  |  | (83 | )
Other (income) expense, net |  |  | (585 | ) |  |  | (17 | )
Other costs (a) |  |  | 48 |  |  |  | 256 |
Total EBITDA adjustments |  |  | (551 | ) |  |  | 1,400 |
Modified EBITDA |  | $ | (63 | ) |  | $ | (1,038 | )

| (a) | Represents legal litigation services in 2026 and severance costs in addition to acquisition costs incurred for Lyvecom acquisition in 2025.

We present Modified EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Modified EBITDA in developing our internal budgets, forecasts and strategic plan; in analyzing the effectiveness of our business strategies in evaluating potential acquisitions; and in making compensation decisions and in communications with our board of directors concerning our financial performance. Modified EBITDA has limitations as an analytical tool, which includes, among others, the following:

| ● | Modified EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
| ● | Modified EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
| ● | Modified EBITDA does not reflect future interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; and
| ● | Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Modified EBITDA does not reflect any cash requirements for such replacements.

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Liquidity and Capital Resources

Overview

As of March 31, 2026 and December 31, 2025, we had the following balances of cash, cash equivalents, and restricted cash.

(in thousands) |  | March 31, 2026 |  |  | December 31, 2025 |
Cash and Cash Equivalents |  | $ | 34,784 |  |  | $ | 39,493 |
Restricted Cash |  |  | 169 |  |  |  | 169 |
Unrestricted Toncoin Holdings |  |  | 72,446 |  |  |  | 89,628 |
Total |  | $ | 107,399 |  |  | $ | 129,290 |

Sources of Liquidity

We finance our operations with cash collected from sales of our products and services, and offerings of our equity securities.

Equity Financings

On August 7, 2025, the Company completed a private investment in public equity (“PIPE”) with certain institutional investors (the “PIPE Subscribers”) pursuant to a subscription agreement. The PIPE included the sale of (i) 57,024,121 shares of common stock, par value $0.0001 per share, at a price of $9.51 per share, and (ii) pre-funded warrants to purchase up to 1,677,996 shares of common stock at a price of $9.5099 per warrant (together, the “Acquired Securities”). Each pre-funded warrant is exercisable for one share of common stock at an exercise price of $0.0001 per share, is immediately exercisable, and remains outstanding until exercised in full. The PIPE generated gross proceeds of approximately $558,000, funded with a combination of cash, TON, and USD-denominated stablecoins (USDC and USDT), before deducting placement agent fees and offering expenses. The Company incurred cash placement agent fees of $11,423 and offering expenses of $13,155. In addition, the placement agent equity fee consisted of 512,860 shares of common stock valued at $10,452.

On August 8, 2025, the Company entered into a sales agreement with Cantor Fitzgerald & Co. that provides for sales of our common stock with aggregate proceeds of up to $1.0 billion from time to time through an “at the market” equity offering program (the “ATM Offering”). During the year ended December 31, 2025, we sold 391,988 shares of common stock under our ATM Offering at a weighted average price per share of $18.44 for aggregate gross proceeds of $7,228 net of offering costs of $596.

Short-term and Long-term Liquidity Needs

As of March 31, 2026, our short-term and long-term liquidity needs include the following:

| ● | Short-term liquidity. Our short-term liquidity needs include working capital requirements and third-party software supporting our products, marketing, and operations due within the next twelve months.
| ● | Long- term liquidity. Beyond the next 12 months, our long-term cash needs are primarily for obligations related to our operating leases of $63.

We expect that our existing cash and cash equivalents will be sufficient to fund our operating plans for at least twelve months from the date of this Quarterly Report.

The following is a summary of our cash flows from operating, investing, and financing activities for the quarters ended March 31, 2026 and 2025 (in thousands):

|  | Three Months Ended March 31, |
|  | 2026 |  |  | 2025 |
Cash used in operating activities |  | $ | (4,687 | ) |  | $ | (1,070 | )
Cash used in investing activities |  |  | (21 | ) |  |  | (152 | )
Cash used in financing activities |  |  | - |  |  |  | (118 | )
Increase (decrease) in cash, cash equivalents and restricted cash |  | $ | (4,708 | ) |  | $ | (1,340 | )

Cash Flows – Operating

For the three months ended March 31, 2026, our cash used in operating activities amounted to $(4,687), compared to cash used in operating activities for the three months ended March 31, 2025, of $(1,070).

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Cash Flows – Investing

For the three months ended March 31, 2026, our cash flows used in investing activities amounted to $(21), primarily due to our investment in long-lived assets.

Critical Accounting Policies and Estimates

Our financial statements have been prepared in accordance with GAAP, which require that we make certain assumptions and estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period. There have been no significant and material changes in our critical accounting estimates during the three months ended March 31, 2026, as compared to those disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report.

Recently Issued Accounting Pronouncements

For a summary of our recent accounting policies, refer to Note 2 - Summary of Significant Accounting Policies and Supplemental Disclosure, of our unaudited condensed consolidated financial statements included under Item 1 – Financial Statements in this Form 10-Q.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 4 - CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

We carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d- 15(e) under the Exchange Act) as of March 31, 2026. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of March 31, 2026 at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on the Effectiveness of Controls

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

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PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

For information regarding legal proceedings, refer to Note 11 - Commitments and Contingencies of the Notes to our Condensed Consolidated Financial Statements, which is incorporated herein by reference.

ITEM 1A. RISK FACTORS

Our business, results of operations, and financial condition are subject to various risks. These risks are described elsewhere in this Quarterly Report on Form 10-Q and our other filings with the SEC, including our Annual Report. The risk factors identified in our Annual Report have not changed in any material respect.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 - MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 - OTHER INFORMATION

Rule 10b5-1 Trading Arrangement

During the three months ended March 31, 2026, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6 - EXHIBITS

Reference is made to the exhibits listed on the Index to Exhibits.

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INDEX TO EXHIBITS

Exhibit Number |  | Description
3.1 |  | Certificate of Designation of Series D Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 25, 2025)
10.1 |  | Form of Restricted Stock Unit Forfeiture Agreement
10.2 |  | Securities Purchase Agreement, dated April 22, 2025, by and between the Company and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 25, 2025)
31.1* |  | Certification Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2* |  | Certification Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1** |  | Certification of Principal Executive Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code
32.2** |  | Certification of Principal Financial Officer and Principal Accounting Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code
101.INS |  | Inline XBRL Instance Document
101.SCH |  | Inline XBRL Taxonomy Extension Schema
101.CAL |  | Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF |  | Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB |  | Inline XBRL Taxonomy Extension Label Linkbase
101.PRE |  | Inline XBRL Taxonomy Extension Presentation Linkbase
104 |  | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* | Filed herewith.
** | The certifications attached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the registrant for purposes of Section 18 of the Exchange Act and are not to be incorporated by reference into any of the registrant’s filings under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in any such filing.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

| TON STRATEGY COMPANY
Date: May 12, 2026 | By: | /s/ Kevin Wilson
|  | Kevin Wilson
|  | Chief Executive Officer
|  | (Principal Executive Officer)
Date: May 12, 2026 | By: | /s/ Sarah Olsen
|  | Sarah Olsen
|  | Chief Financial Officer
|  | (Principle Financial Officer and Principal Accounting Officer)

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