UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

or

Commission File Number: 001-40578

AVAX ONE TECHNOLOGY LTD.

(Exact name of registrant as specified in its charter)

(604) 757-0952

AgriForce Growing Systems, Ltd.

(Former name or former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the common shares held by non-affiliates of the registrant, as of June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter), was $2,753,005 based on the per share closing price as of June 30, 2025 quoted on the Nasdaq Capital Market for the registrant’s common shares, which was $7.02.

As of March 24, 2026, the registrant had 89,798,842 common shares, no par value per share, outstanding.

Table of Contents

Cautionary Note Regarding Forward-Looking Information

This Annual Report on Form 10-K contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements represent our current expectations, beliefs, intentions or strategies concerning future events, including, but not limited to, any statements regarding our future financial performance, the potential risks pertaining to our future financial and operation results, the continuation of historical trends, the sufficiency of our cash balances for future liquidity and capital resource needs, the expected impact of changes in accounting policies on our results of operations, financial condition or cash flows, anticipated problems and our plans for future operations, the economy in general and all other statements that are not based on historical fact.

Some of the statements under “Business,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Annual Report may contain forward-looking statements that reflect our current views with respect to, among other things, future events, results and financial performance, which are intended to be covered by the safe harbour provisions for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995.

These statements can be identified by the fact that they do not relate strictly to historical or current facts, and you can often identify these forward-looking statements by the use of forward-looking words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “seek,” “shall,” “should,” “strive,” “target,” “will” or the negative version of those words or other comparable words. Any forward-looking statements contained in this Annual Report are based upon our historical performance and on our current plans, estimates and expectations in light of information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. You should not place undue reliance on any forward-looking statements and should consider the factors discussed under “Risk Factors” in Part I, Item 1A herein.

The factors identified in Part I, Item 1A herein should not be construed as an exhaustive list of factors that could affect our future results and should be read in conjunction with the other cautionary statements that are included in this Annual Report. The forward-looking statements made in this Annual Report are made only as of the date of this Annual Report. We do not undertake any obligation to publicly update or review any forward-looking statement except as required by law, whether as a result of new information, future developments or otherwise.

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. You should specifically consider the factors identified in this Annual Report that could cause actual results to differ before making an investment decision to purchase our common stock.

Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us.

You should read this document completely and with the understanding that our actual future results or events may be materially different from what we expect. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

Information regarding market and industry statistics contained in this report is included based on information available to us that we believe is accurate but that is not produced for purposes of securities filings or economic analysis. We have not independently verified any market, industry or similar data presented in this Annual Report on Form 10-K and cannot assure you of its accuracy or completeness. Forecasts and other forward-looking statements obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services.

We do not assume the obligation to update any forward-looking statement. You should carefully evaluate such statements in light of factors described in this annual report. In this Form 10-K, AVAX One Technology Ltd. (“AVAX One” or the “Company”) has identified important factors that could cause actual results to differ from expected or historic results. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete list of all potential risks or uncertainties.

PART I

Item 1. Business

Overview

The Company was incorporated under the name AgriForce Growing Systems, Ltd. as a private company by Articles of Incorporation issued pursuant to the provisions of the Business Corporations Act (British Columbia) on December 22, 2017. The Company’s registered and records office address is at 800 – 525 West 8^th Avenue, Vancouver, BC, Canada, V5Z 1C6. Effective as of November 13, 2025, in conjunction with the Company’s focus on digital assets, primarily through a digital asset strategy involving the accumulation and appreciation of the Avalanche token, the Company changed its name to AVAX One Technology Ltd. (the “Company”, and all references herein to AVAX One, AVX and AgriFORCE refer to the Company).

Our Business

AgriFORCE™ began as an “ag-tech” company with a primary focus on developing and utilizing our intellectual property assets for improvements dedicated to the agricultural industry. The Company ceased all of its legacy ag-tech operations in early 2025 except that it maintained its Manna business involving the deployment of certain patented technologies, which business the Company is currently in the process of liquidating. See Part II, Item 8. Financial Statements and Supplementary Data, specifically Note 5, “Acquisitions and Dispositions”.

The Company entered into the sustainable Bitcoin Mining industry and has completed two acquisitions since late November 2024 pursuant to which the Company now operates several Bitcoin Mining facilities in Alberta, Canada and Ohio. In the third quarter of 2025, the Company announced that its main business focus would be to establish and maintain a digital asset strategy focused around the Avalanche coin. It closed a private placement on November 5, 2025 and formally launched its digital asset strategy.

The Transition

On September 22, 2025, the Company entered into subscription agreements (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”) with certain institutional and accredited investors (each, an “Investor” and collectively, the “Investors”), pursuant to which the Company, subject to the restrictions and upon satisfaction of the conditions in the Subscription Agreements, agreed to sell in one or more private placement transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Offering”), to the Investors Company common shares, no par value per share (in generality, the “Common Shares”, and the aggregate number thereof referenced in this sentence, the “Shares”), and prefunded warrants to purchase common shares, in an estimated aggregate amount of $292.4 million, based on an indicative value of $33.82 per AVAX token. The final purchase price upon closing was $219.1 million, based on a per share purchase price of $2.36.

The Subscription Agreements contained representations and warranties of the Company and the Investors which are typical for transactions of this type. In the Subscription Agreements, the Company granted to the Investors, and the Investors granted to the Company, customary indemnification rights. The Subscription Agreements also contained conditions precedent to closing, including but not limited to, shareholder approval pursuant to Nasdaq Listing Rules 5635(b)-(d). The Company received shareholder approval for the transaction in October 2025.

The Offering closed on November 5, 2025, after the satisfaction of customary closing conditions, including approval of the Offering by the Company’s shareholders.

Of the aggregate $219.1 million purchase price for the Shares and warrants, an aggregate of (i) $145.4 million was paid in cash, the cryptocurrency stablecoin commonly referred to as USDC (“USDC”) based on a purchase price of $1.00 per USDC, and the cryptocurrency stablecoin commonly referred to as USDT (“USDT” and together with USDC, “Stablecoins”) based on a purchase price of $1.00 per USDT, and (ii) $73.7 million was to be paid in the native cryptocurrency of the Avalanche Network, referred to as AVAX tokens. For purposes of the Subscription Agreements, the number of AVAX tokens was determined using the volume-weighted average price of an AVAX token (rounded to two decimal places) during the 14 consecutive calendar days ending on the Funding Payment Deadline (as defined in the Subscription Agreements) based on midnight UTC, calculated by using the hourly volume and the Messari Price as reported on messari.io. Of the $73.7 million to be paid in AVAX tokens, the Company received $49.4 million on or shortly after closing, and classified the remainder as a subscription receivable which is reflected in the statement of changes in shareholders’ equity.

The Company is using approximately $10 million of the cash net proceeds from the Offering for general corporate purposes initiated after the closing and for pre-existing working capital commitments or obligations, and the remaining cash net proceeds for the acquisition of AVAX tokens. The AVAX tokens acquired, together with the remaining net proceeds, are being used for the establishment of the Company’s cryptocurrency treasury operations to the extent consistent with the Company’s investment policy as amended or otherwise modified from time to time. In connection with the announcement of the Offering, the Company announced the launch of its digital asset treasury reserve strategy, effective upon the closing of the Offering, pursuant to which the Company planned to use AVAX tokens as its primary treasury reserve asset.

The Company also continues its Bitcoin Mining business. The Company’s current management team, consisting of Jolie Kahn, as Chief Executive Officer, and Chris Polimeni, as Chief Financial Officer, have continued in their respective roles with the Company after the closing of the Offering. However, with the exception of Amy Griffith who continues as a director of the Company since closing, all other prior directors of the Company resigned in connection with the Offering and were replaced at that time. Please refer to Part III, Item 10. Directors, Executive Officers and Corporate Governance included herein for more information regarding the Company’s post-closing board of directors.

Registration Rights

In the Subscription Agreements, the Company agreed to, among other things, use reasonable best efforts to submit or file with the Securities and Exchange Commission (the “SEC”), within 30 calendar days after the closing of the Offering, a registration statement on Form S-3 (or Form S-1 if Form S-3 is not available) (the “Registration Statement”), registering the resale of the Registrable Securities (as defined below), and the Company agreed to use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after filing and upon the earlier of (i) 25th business day (or 60th) business day if the SEC notifies the Company that it will “review” the Registration Statement) following the filing date and (ii) the 5th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review. The Company agreed to use commercially reasonable efforts to maintain the effectiveness of the Registration Statement until the earlier of (a) the Investors cease to hold any Registrable Securities, (b) the date all Registrable Securities held by the Investors may be sold without restriction under Rule 144 of the Securities Act, including without any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and without the requirement for the Company to be in compliance with the current public information required under Rule 144, and (c) three years from the effective date of the Registration Statement. “Registrable Securities” means the Shares and any Common Shares issued or issuable with respect to the Shares as a result of any share split or subdivision, share dividend, recapitalization, exchange or similar event.

Asset Management Agreement

On September 18, 2025, the Company entered into an Asset Management Agreement (the “Asset Management Agreement”) with Hivemind Capital Partners, LLC (the “Asset Manager” or “Hivemind”). The Asset Manager provides discretionary asset management services with respect to, among other assets (including, without limitation, certain subsequently raised, received or allocated funds or assets), the Company’s proceeds from the Offering in connection with any of the Company’s digital asset strategies, in accordance with the terms of the Asset Management Agreement. The custodians under the Asset Management Agreement consist of cryptocurrency wallet providers agreed to by the Company and the Asset Manager. The Asset Management Agreement became effective upon closing of the Offering.

The Company pays the Asset Manager an annual management fee (the “Management Fee”) equal to 1.25% of the Account Size (as defined in the Asset Management Agreement). The Management Fee will be calculated and payable quarterly in advance, as of the first business day of each calendar quarter. In addition to the Management Fee, the Company will reimburse the Asset Manager for all documented out-of-pocket expenses incurred by the Asset Manager in connection with the performance of the Asset Manager’s duties under the Asset Management Agreement.

The Asset Management Agreement will, unless early terminated, continue in effect until the tenth anniversary of the Effective Date (as defined in the Asset Management Agreement) and, unless a party to the agreement elects to not continue the effectiveness of the Asset Management Agreement, will continue for successive five-year renewal periods upon the mutual agreement of the Asset Manager and the Company. The Asset Management Agreement may be terminated at any time for cause (i) by the Company upon at least 30 days’ prior written notice to the Asset Manager and (ii) by the Asset Manager upon at least 60 days’ prior written notice to the Company. The Asset Manager may immediately terminate the Asset Management Agreement upon written notice to the Company if the Asset Manager reasonably determines that the continuation of its services or the Asset Management Agreement would result in a violation of any applicable law, regulation, or regulatory guidance.

The foregoing summaries of the Subscription Purchase Agreements (for both cash/Stablecoin and AVAX token subscriptions), and the Asset Management Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of those agreements, which are attached as Exhibits 10.1, 10.2, and 10.3, respectively, to the Current Report on Form 8-K filed on November 5, 2025, and are hereby incorporated by reference into this disclosure. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

Corporate Structure

The Company currently has the following wholly-owned subsidiaries, which perform the following functions: AVAX One Operations, Inc. and AgriFORCE Investments, Inc. hold the Company’s U.S. investments in digital asset treasury and Bitcoin Mining, respectively and AF Redwater, Inc. holds the Company’s Canadian investments in Bitcoin Mining. AGI IP Co. holds the Company’s intellectual property in the U.S., un(Think) Food Company was formed to manufacture food products in the U.S. and un(Think) Food Company Canada Ltd. previously manufactured food products in Canada. Radical Technologies, Ltd, West Pender Holdings, Inc., and West Pender Consulting Company are inactive former management and holding companies:

Summary Three-Year History

From the date of Incorporation (December 22, 2017) to the date of this filing, the Company has largely been engaged in completion of its initial corporate organization, assembling its management team, completing the design and engineering of its intellectual property and filing the appropriate intellectual property protection and taking the initial steps to implement its business plan through the commencement of initial operations. Significant milestones during the three-year period ended December 31, 2025, are as follows:

Financing Update

On January 16, 2025, investors purchased an additional tranche of $7,700,000 in convertible debentures with a 10% original issue discount for gross proceeds of $7,000,000 and received 212,256 warrants (the “January 2025 Tranche”) January 16, 2026. The warrants are exercisable at any time and from time to time and expire July 16, 2028. The convertible debentures and warrants were issued with exercise prices of $23.58 and $25.938 respectively. The issuance of the additional tranche triggered the round down provision, adjusting the exercise prices of the First, Second, Third, Fourth, Fifth, Sixth, and Seventh Tranche Debentures and the First, Second, Third, Fourth, Fifth, Sixth, and Seventh Tranche Warrants to $23.58 and $25.938, respectively. The Company incurred approximately $290,000 in transaction related costs.

On March 21, 2025, investors purchased an additional tranche of $1,320,000 in convertible debentures with a 10% original issue discount for gross proceeds of $1,188,000 and received 47,906 warrants due March 21, 2026. The warrants are exercisable at any time and from time to time and expire September 21, 2028. The convertible debentures and warrants were issued with exercises price of $17.91. The issuance of the additional tranche triggered the round down provision, adjusting the exercise prices of the First, Second, Third, Fourth, Fifth, Sixth, Seventh and January 2025 Tranche Debentures and the First, Second, Third, Fourth, Fifth, Sixth, Seventh and January 2025 Tranche Warrants to $17.91.

On April 22, 2025, an Investor purchased a promissory note of $290,000. The promissory note has an original issue discount of $40,000 and a one-time interest charge of 12% ($34,800).

On May 21, 2025, investors purchased an additional tranche of $110,000 in convertible debentures with a 10% original issue discount for gross proceeds of $100,000 and received 4,889 warrants (the “May 2025 Tranche”) due May 21, 2026. The warrants are exercisable at any time and from time to time and expire November 21, 2028. The convertible debentures and warrants were issued with an exercise price of $17.91.

On July 21, 2025, investors purchased an additional tranche of $833,334 in convertible debentures with a 10% original issue discount for gross proceeds of $750,000 and received 80,354 warrants (the “July 2025 Tranche”) due July 21, 2026. The warrants are exercisable at any time and from time to time and expire January 21, 2029. The convertible debentures and warrants were issued with an exercise price of $6.741. The issuance of the additional tranche triggered the round down provision, adjusting the exercise prices of the First, Second, Third, Fourth, Fifth, Sixth, Seventh, January 2025, March 2025 and May 2025 Tranche Debentures and First, Second, Third, Fourth, Fifth, Sixth, Seventh, January 2025, March 2025 and May 2025 Tranche Warrants to $6.741.

On July 28, 2025, the Company effected a one-for-nine reverse stock split of the Company’s issued and outstanding common shares (the “2025 Reverse Split”). As a result of the 2025 Reverse Split, every nine shares of the Company’s old common shares were converted into one share of the Company’s new common shares. Fractional shares resulting from the 2025 Reverse Split were sold at the then-prevailing price on the open market, with the proceeds being distributed on a pro-rata basis to the impacted shareholders. The 2025 Reverse Split automatically and proportionately adjusted all issued and outstanding shares of the Company’s common shares, as well as convertible debentures, convertible features, pre-funded warrants, options and warrants outstanding at the time of the date of the 2025 Reverse Split. The exercise price on outstanding equity-based grants was proportionately increased, while the number of shares available under the Company’s equity-based plans was proportionately reduced. Share and per share data (except par value) for the periods presented reflect the effects of the 2025 Reverse Split. References to numbers of common shares and per share data in the accompanying financial statements and notes thereto for periods ended prior to July 28, 2025 have been adjusted to reflect the 2025 Reverse Split on a retroactive basis.

On September 25, 2025, investors purchased an additional tranche of $550,000 in convertible debentures with a 10% original issue discount for gross proceeds of $495,000 and received 148,340 warrants (the “September 2025 Tranche”) due September 25, 2026. The warrants are exercisable at any time and from time to time and expire September 25, 2029. The convertible debentures and warrants were issued with exercise prices of $2.41 and 2.65, respectively. The issuance of the additional tranche triggered the round down provision, adjusting the exercise prices of the First, Second, Third, Fourth, Fifth, Sixth, Seventh, January 2025, March 2025, May 2025 and July 2025 Tranche Debentures and First, Second, Third, Fourth, Fifth, Sixth, Seventh, January 2025, March 2025, May 2025 and July 2025 Tranche Warrants to $2.41.

On October 24, 2025, investors purchased an additional tranche of $7,700,000 in convertible debentures with a 10% original issue discount for gross proceeds of $6,930,000 and received 2,076,763 warrants (the “October 2025 Tranche”) due October 24, 2026. The warrants are exercisable at any time and from time to time and expire April 24, 2029. The convertible debentures and warrants were issued with an exercise price of $2.41 per share.

On November 5, 2025, investors purchased 86,690,657 common shares and pre-funded warrants (the “Pre-Funded Warrants”) exercisable for an aggregate of 6,123,837 common shares for gross proceeds of approximately $219,100,000. The common shares were sold at an offering price of $2.36 per common share, and the Pre-Funded Warrants were sold at an offering price of $2.3599 per Pre-Funded Warrant, which represents the per share offering price less the $0.0001 per share exercise price for each such Pre-Funded Warrant. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The Company intends to use up to $10 million of the cash net proceeds for general corporate purposes initiated after closing and for pre-existing working capital commitments or obligations, and the remaining cash net proceeds for the acquisition of AVAX tokens. The Company incurred approximately $6,140,000 in transaction related costs.

On December 5, 2025, the Company filed a Registration Statement with the SEC to, among other things, register up to $2,000,000 of common shares, preferred shares, warrants and units purchased by the Investors pursuant to the Offering, which was declared effective January 26, 2026.

From August 7, 2025 through October 31, 2025, the Company issued 494,390 common shares for $1,559,186 in gross proceeds, less issuance costs of $111,449 in at the market offerings.

All financings per the above were issued in private placement transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

Employees

As of March 24, 2026, the Company has seven employees. The Company also relies on consultants and contractors to conduct its operations. The Company anticipates that it will be hiring additional employees to support its planned activities in 2026.

Overview of our Digital Asset Strategy

Avalanche Digital Asset Treasury Operation

As of the fourth quarter of 2025, the Company operates a digital asset treasury, focused on the Avalanche blockchain. On November 5, 2025, the Company closed a PIPE transaction in which it raised capital from investors to acquire the native cryptographic token of the Avalanche blockchain, AVAX, and also received “in-kind” payment of AVAX tokens for common shares. As of December 31, 2025, the Company owned 12,409,212 AVAX tokens. In addition, the Company has also entered into transfer and security agreements with investors under which it had the rights to receiving staking rewards for an additional 1,461,616 tokens, and will receive such tokens when restrictions on their transfer expire.

Avalanche, a new blockchain platform built around research first conducted at Cornell, raised $42 million in less than five hours during the first public sale of its digital currency token, held July 15, 2020 [citation is Blockchain startup raises a quick $42 million in first sale by Melanie Lefkowitz August 4, 2020 in Cornell Chronicle].

Ava Labs is the company behind the project based on the Avalanche consensus protocol–a new mechanism for efficiently verifying and securing blockchain networks without significant energy expenditure, centralization or performance degradation.

Experts hail blockchain’s potential to transform finance and other industries, partly through smart contracts, which run on blockchains and execute actions automatically based on the contract terms. Blockchains are intended to be more transparent, secure and corruption-proof than traditional methods, but computer scientists have found vulnerabilities in existing platforms. According to its founders, Avalanche is the first smart contracts platform that performs transactions in less than one second, supports Ethereum, the second-largest cryptocurrency after Bitcoin and enables millions of producers of blocks, or nodes.

The AVAX token is the native token of the platform and used to secure the network, pay for fees and provide a basic unit of account across the Avalanche system.

What is the Blockchain?

Blockchains are decentralized systems that allow records to be stored on a network, visible to and verifiable by other users on the network, rather than owned by a central organization such as a bank or financial institution. Blockchain is a technology that acts as a “mega database” with permanency. The purpose is to provide a means by which a global network of computers have access to a central continually updating dataset through open source code. It enhances security by using cryptography for secure access and authentication. Since everything resides in one central location, there is no duplication or “double counting.” As a result of its open source, it provides universal access to utilize and develop new applications for business uses. Individual access and control promotes flexibility.

What Are Avalanche L1s and What do They do?

These are subnets which accomplish the following:

What Is the Avalanche Network?

Avalanche is an open, programmable smart contracts network of blockchains which promotes scalability through Avalanche consensus for greater speed and decentralization. It communicates well with other blockchain networks with built-in communication between blockchains, allowing any Avalanche chain to communicate with and transfer assets to any other chain natively, without third-party interactions. It promotes ability to customize enabling anyone to build and launch a blockchain with whatever ruleset they need, including for regulatory compliance. With its lower cost and increased speed, it further promotes financial inclusion goals and benefits users and businesses building on Avalanche.

What Is the Avalanche Token and What Are Its Advantages?

The native token of the Avalanche network, AVAX, is used on the network for various purposes. It is the currency of exchange and can be used to pay transfer fees and as currency for staking rewards. It can be used to create tokens for new assets and for payouts under smart contracts. It can also be used to operate validator nodes and as such to launch and validate new Avalanche L1 chains as well.

The Company “stakes” its AVAX tokens to generate additional AVAX tokens that are recognized as revenue. “Staking” means providing AVAX tokens to the Avalanche network for a specific time to validate transactions on the network, in return for additional AVAX tokens based on the duration that the tokens are staked. Once the staking period has concluded, the Company regains full control over the AVAX tokens it staked.

The Company recognizes revenue over the staking period. The Company then stakes the tokens received as rewards in the next period, which generates increasing periodic staking rewards. In 2025, the Company generated 49,768 AVAX tokens from staking operations and recognized $607,605 in revenue accordingly.

As of December 31, 2025, the gross rewards rate for the Avalanche network ranged from a minimum of 5.46% (2-week duration) to a maximum of 6.5% (annual duration). Validators on the Avalanche network receive greater rewards for the longer they “stake” their tokens to the network. The Company also pays validators a delegation fee for the rewards it generates. As of February 2026, the Company’s weighted-average delegation fee was 89bps or 2.16% of total rewards generated, and accordingly its net rewards rate ranged from a minimum of 5.45% (2-week duration) to a maximum of 6.49% (annual duration).

Capital Allocation Regarding Digital Assets

The Company uses its free cash flow to purchase additional digital assets wherever possible, while maintaining a cash reserve. The Company occasionally uses its digital assets as collateral in borrowings to fund its operations.

Bitcoin Mining Operation

As of the fourth quarter of 2024, the Company has entered the Bitcoin Mining industry and owns three Bitcoin Mining facilities, one in Alberta, Canada, and two in Ohio. Bitcoin is a cryptocurrency with a fixed supply of 21 million Bitcoins. Bitcoins are “mined” by computer systems when they solve increasingly computationally intensive mathematics problems.

The Company’s facilities house 682 BITMAIN Antminer S21 Pro, 1,407 BITMAIN Antminer S19J Pro, 50 BITMAIN Antminer S21XP and 75 BITMAIN Antminer S19 Bitcoin mining ASIC machines, which are special purpose computers optimized for the computation of the problems that solve new “blocks” in the Bitcoin blockchain. The facilities have dedicated, low-cost power supplies and facility costs, enabling the company in 2025 to produce Bitcoins through its mining operations for a weighted average cost of approximately $50,300.

As of December 31, 2025, the price of one Bitcoin was $87,508.83. Since the Bitcoin network launched in January 2009, Bitcoin has appreciated significantly, due to the fixed supply of the asset and increasing adoption by retail and institutional investors who view the asset as both a store of value and a hedge against inflation.

Currently, all mined Bitcoin are held on the Company’s balance sheet, and we have no intention to sell except for occasions where the Company requires cash to maintain operations. There is limited risk in volatility at present in Bitcoin pricing due to our policy of holding Bitcoin for the long term. During the year ended December 31, 2025, we sold four (4) Bitcoin to generate cash for working capital needs.

We have an agreement with BitGo to hold our Bitcoin in cold storage with instantaneous liquidity available. They also act as our exchange.

Our miners have an average age of three years in all of our facilities. Statistics on our miners are as follows:

Efficiency: median: 99.86%; mean: 99.58%; range: 99.26 – 99.9%. Our average downtime for scheduled and non-scheduled is 24 hours in a month. This includes activities related to weather and optimization of the power units and miner boards.

Digital Asset Acquisition and Management

Acquisition of Digital Assets

The Company acquires AVAX through a number of channels, depending on pricing and market conditions. The Company makes private purchases of AVAX directly from holders of AVAX at negotiated prices, buys AVAX in the open market through exchanges such as Coinbase and BitGo at prevailing market prices, and receives AVAX from its staking operations based on the current staking rewards rate on the Avalanche network.

The Company acquires Bitcoin solely through its mining operations.

Hivemind Asset Management Agreement

On September 18, 2025, the Company entered into the Asset Management Agreement with the Asset Manager, a registered investment adviser with the SEC. Under the Asset Management Agreement, the Asset Manager shall provide discretionary asset management services with respect to, among other assets (including without limitation certain subsequently raised, received or allocated funds or assets), the Company’s proceeds from the November 5, 2025 PIPE transaction in connection with any of the Company’s digital asset strategies, in accordance with the terms of the Asset Management Agreement.

The Company shall pay the Asset Manager an annual Management Fee equal to 1.25% of the Account Size (as defined in the Asset Management Agreement). The Management Fee is calculated and payable quarterly in advance, as of the first business day of each calendar quarter.

The Asset Manager has full discretion over the Company’s AVAX staking operations and any transfers, trades, or sales of the Company’s digital asset holdings. The Asset Manager evaluates and selects appropriate custody solutions and staking providers for the Company’s AVAX holdings. Custody and staking providers in the AVAX One program have undergone due diligence by the Asset Manager and AVAX One management, which confirmed the providers of the services performing the services at market rates.

The Asset Manager presents monthly reports on its efforts and performance to the board of directors of AVAX One.

Digital Asset Security and Internal Controls

The Company’s digital assets are held in custody primarily by Coinbase and BitGo. For these service providers, we require a current Type 2 SOC 2 or SOC 1 report and have evaluated the controls to be suitably designed and operating effectively. Therefore, we rely on the control described within the report for our digital asset security and internal controls. Reliance on these reports is documented through an annual review to confirm the scope includes relevant services; the report covers the required period, and there are no significant deficiencies.

The Asset Manager follows a standard set of operating procedures that have been reviewed by the Company and deemed appropriate for the management of digital assets. This framework involves a stringent approval process with multi-party authorization for significant transfers of digital assets. Only authorized executives of the Asset Manager and management can initiate or approve such operations.  

Sustainable Bitcoin Mining

As of the fourth quarter of 2024, the Company entered into the sustainable Bitcoin Mining industry and has completed two acquisitions since late November 2024 pursuant to which the Company now owns and operates three Bitcoin Mining facilities, one in Alberta, Canada, and two in Ohio. The facility is powered by sustainable energy, advancing the Company’s mission to integrate innovative technologies that promote environmental stewardship while generating significant financial returns.

While benefiting from Alberta’s strong incentive programs, i.e., the Alberta Carbon Capture Incentive Program, the Company hopes to reuse waste resources to produce profit from cryptocurrency mining, Alberta carbon credits for carbon sequestration and methane reduction, and the sale of premium crops. The Company’s process captures natural gas flares to generate significant low-cost energy to operate the cryptocurrency mining rigs.

On November 28, 2024, the Company entered into an agreement with Rivogenix Energy Corp. to acquire various assets which comprise a Bitcoin Mining facility in Sturgeon County, Alberta, Canada. The assets were acquired for $1.5 million in cash from the Company’s own available cashflow and were comprised of a data center and approximately 130 Bitcoin Miners.

On January 17, 2025, the Company purchased assets comprising a five MW Bitcoin Mining facility (on two sites) in Columbiana County, Ohio (the “Facility”), from Bald Eagle County, LLC. The asset purchase price (including purchase of an option to purchase the Facility) was $4.55 million. The assets purchased consist of following assets, inter alia: Nine hundred (900) S-19 J Pro BITMAIN Antminers, transformers necessary to operate the Facility, five custom 40 ft Crypto Canman housing containers including 5 power distribution boxes, one Caterpillar trailer mounted standby generator, one Doosan trailer mounted generator set, eight shipping containers and five 1 MW natural gas generator power plants. The Company also received assignment of power purchase agreements to purchase gas at $0.04 per kWh and access leases to the realty underlying the Facility. The facility has the capacity to scale up to 1,200 units. Utilizing energy derived from flare natural gas, the facility not only generates consistent revenue but also minimizes its environmental footprint.

Our weighted average of cost of Bitcoin mined is approximately $50,300. This cost may vary due to multiple factors including weather conditions, any unforeseen maintenance issues such as glycol buildup in generators and other potential major maintenance issues. Our approximate inputs are as follows:

On average in 2025, we mined 1 BTC every 21 days at an average operating cost of $2,333.36/day. Across all of miners in 2025, we were running at 218PH/s at 2500kWh and $0.05/kWh generating approximately 0.04724 BTC/day.

In February 2026, the Company entered into an agreement to purchase 1,500 new BITMAIN Antminer S19K Pro miners from a third-party supplier for a cost of approximately $300,000 and the trade-in of 1,500 BITMAIN Antminer S19J Pro miners. The upgrade of our miners in Ohio will result in an efficiency gain of approximately 20%, as the S19K Pro operate at a hash rate of 120 TH/s compared with the hash rate of the S19J Pro miners which had been operating at a hash rate just under 100 TH/s. The units are expected to be delivered to our EPCM contractor’s facility in Ohio by the end of March 2026. Installation, deployment and swap will begin immediately upon arrival, with full operational status expected by mid-April 2026. Once completed, we expect to deliver an overall hash rate of approximately 370 PH/s, mining 1 BTC every 6-7 days for the remainder of calendar 2026.

Operations

The Company’s primary operating activities are in Ohio, USA and Alberta, Canada. The Company’s head office is located in Vancouver, Canada.

Status as an Emerging Growth Company

On April 5, 2012, the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for private companies.

We are in the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, as an “emerging growth company,” we intend to rely on certain of these exemptions from, without limitation, (i) providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act and (ii) complying with any requirement that may be adopted by the Public Company Accounting Oversight Board (PCAOB) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis. We will remain an “emerging growth company” until the earliest of (a) the last day of our fiscal year following the 5th anniversary of the closing of our initial public offering, (b) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (c) the last day of our fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, or Exchange Act (which would occur if the market value of our equity securities that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter), or (d) the date on which we have issued more than $1 billion in nonconvertible debt during the preceding three-year period.

Item 1A. Risk Factors

Described below are certain risks to our business and the industry in which we operate. You should carefully consider the risks described below, together with the financial and other information contained in this Annual Report and in our other public disclosures. If any of the following risks actually occurs, our business, financial condition, results of operations, cash flows and prospects could be materially and adversely affected. As a result, our future results could differ materially from historical results and from guidance we may provide regarding our expectations of our future financial performance, and the trading price of our common shares could decline.

Risk Factors Summary

The following is a summary of the principal factors that make an investment in our securities speculative or risky, all of which are more fully described below in this section. This summary should be read in conjunction with the full description of “Risk Factors” in this section and should not be relied upon as an exhaustive summary of the material risks facing our business. In addition to the following summary and the information in this section, you should consider the other information contained in this Annual Report before investing in our securities.

Risks Related to Our Business

We are an early-stage company with a limited operating history and a history of losses, and we may never become profitable.

Our company was incorporated and commenced operations in 2017. Our limited operating history makes it difficult to evaluate our business and predict our future results of operations. To date, our operations on a consolidated basis have not been profitable, and no assurances can be made that we will achieve profitability in the near future, if ever. From our inception through December 31, 2025, we sustained $93,977,325 in cumulative net losses, and we had net loss from continuing operations for the fiscal year ended December 31, 2025, of $31,994,535. We have generated losses as we implement our business plan, including the creation, maintenance and expansion of our digital asset treasury (“DAT”) strategy and, to a lesser extent, our Bitcoin Mining activities. The extent to which we will continue to recognize losses in our continuing operations is highly dependent on the extent to which we hold AVAX tokens as a main strategy and the price thereof. See the risk factors under the heading “Risks Related to the Company’s DAT Strategy and Cryptocurrency Holdings” below.

We expect to need additional financing to expand our operations, and we may not be able to obtain financing on acceptable terms, or at all, which could have a material adverse effect on our business, financial condition, results of operations, cash flow and prospects.

We have limited capital, and we do not currently generate sufficient cash from our business to fund our operations to fund our expansion. We will require additional capital to pursue our growth strategy through maintaining and expanding our existing digital asset treasury, engaging in acquisitions of complementary businesses or assets, and financing general and administrative activities. We may not be able to obtain debt or equity financing opportunities on favorable terms, if at all, which could impair our growth and adversely affect our existing operations. If we raise equity financing, our shareholders may experience significant dilution of their ownership interests, and the per share value of our common shares could decline.

Under current SEC regulations, because our public float is less than $75 million, and for so long as our public float remains less than $75 million, the amount we can raise through primary public offerings of securities in any 12-month period using shelf registration statements is limited to an aggregate of one-third of our public float (referred to as the “baby shelf” rule). As of March 24, 2026, the aggregate market value of our outstanding common shares held by non-affiliates, or public float, was approximately $52.0 million, based on 89,798,842 outstanding common shares, of which 80,075,911 common shares were held by non-affiliates, at a price of $0.65 per share, which was the last reported sale price of our common shares on the Nasdaq Capital Market on March 24, 2026. If our public float decreases, the amount of securities we may sell under our shelf registration statement may also decrease.

We have previously raised capital to finance our strategic growth of our business through public offerings of our common shares, including through our at-the-market offering program, and we expect to need to raise additional capital through similar public offerings to finance our current and future expansion initiatives. Utilizing those sources may be more challenging in the current financial market conditions, in particular where trading volume is diminished. We may not be able to obtain additional debt or equity financing on favorable terms, if at all, which could impair our growth and adversely impact our existing operations.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, shareholder ownership interest in the Company may be diluted, and the terms of those securities may include liquidation or other preferences that adversely affect rights as a shareholder. Debt and equity financings, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as redeeming our common shares, making investments, incurring additional debt, making capital expenditures or declaring dividends.

If we do not have, or are not able to obtain, sufficient funds, we may have to delay strategic acquisitions and other opportunities, investments, or projects, and, even if we are ultimately able to subsequently secure financing, such opportunities, investments or projects may not still be available to us on favorable terms or at all. If we are unable to raise adequate funds, we may have to liquidate some or all of our assets, or delay, reduce the scope of, or eliminate some or all of our creative work. Any of these actions could delay or otherwise inhibit our growth, weaken our ability to effectively compete in our industry, and otherwise have a material adverse effect on our business, financial condition, results of operations, cash flow and prospects.

We have engaged in, and in the future may engage in, strategic transactions, investments and other arrangements that could disrupt our business, cause dilution to our shareholders, reduce our financial resources and harm our operating results.

We have previously engaged in strategic transactions, including acquisitions of Bitcoin Mining assets and AVAX tokens, and, in the future, we may pursue opportunities to engage in additional strategic transactions, including transactions with companies in financial distress. Our ability to grow through future transactions will depend on the availability of, and our ability to identify, suitable acquisition and investment opportunities at an acceptable cost, our ability to compete effectively to attract those opportunities and the availability of cash or financing to complete such acquisitions. Future acquisitions may require us to (i) issue common shares that would dilute our current shareholders’ percentage ownership, (ii) assume or otherwise be subject to liabilities of an acquired company, (iii) record goodwill and non-amortizable intangible assets that will be subject to impairment testing on a regular basis and potential periodic impairment charges, (iv) incur amortization expenses related to certain intangible assets, and (v) incur acquisition and integration costs, immediate write-offs, and restructuring and other related expenses.

Although we and our advisors conduct due diligence on the operations of the businesses we acquire, there can be no guarantee that we will be aware of all liabilities associated with an acquired company. These liabilities, and any additional risks and uncertainties related to an acquired company not known to us or that we may deem immaterial or unlikely to occur at the time of the acquisition, could negatively impact our future business, financial condition, and results of operations.

There is no guarantee that we will realize the intended benefits of any particular acquisition in a timely manner, to the extent anticipated or at all. We may experience difficulties integrating the operations, technologies and personnel of an acquired company, including difficulties associated with managing the resulting larger and more complex company, aligning administrative and corporate structures, standards, controls, procedures and policies, integrating business cultures, hiring and retaining key employees, conforming compensation and benefits structures, coordinating geographically dispersed operations, and delivering on our strategy going forward. Such integration may divert management’s attention from operating our business and may necessitate reallocating resources, both financially and otherwise.

The industries in which we participate are highly competitive, and we may be unable to successfully and profitably compete against companies with greater resources and capitalization.

Following our recent adoption of our DAT strategy, we face new and increased competition. Our ability to successfully implement our DAT strategy will depend upon our ability to generate sufficient cash flows or raise additional capital to allow us to continue to purchase digital assets as and when we determine it to be in line with our business plans. Our competitors have significant advantages over us, including a greater amount of available capital or the ability to raise additional capital on terms or in quantities not available or not acceptable to us, which may allow them to respond more quickly to new or changing market opportunities. If we are unable to access and deploy capital when market opportunities arise, we may be unable to profitably maintain our digital asset strategy and successfully compete, which may have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

If we are unable to attract and retain key personnel, we may not be able to compete effectively.

Our success has depended and continues to depend upon our ability to attract and retain key management, including our Chief Executive Officer and technical experts. Neither our CEO nor our CFO have long-term employment contracts. If we are unable to retain existing key employees and attract and retain sufficient additional employees to support resources, including due to the competition from others in our industry and any shortages in qualified personnel, our business, results of operations, sales, cash flow or financial condition could be materially adversely affected. The loss of any of our senior management or key employees could materially adversely affect our ability to execute our business plan and strategy, and we may not be able to find adequate replacements on a timely basis, or at all. We do not maintain key person life insurance policies on any of our employees.

Risks Related to the Company’s DAT Strategy and Cryptocurrency Holdings

Our financial results and the market price of our common shares may be affected by the prices of AVAX and other digital assets we may hold.

As part of our capital allocation strategy for assets that are not required to provide working capital for our ongoing operations, we have invested and plan to continue to invest in AVAX in addition to the immaterial amount of Bitcoin which we hold. The price of AVAX has historically been subject to dramatic price fluctuations and is highly volatile. In 2025, the price of AVAX ranged from $11.43 to $44.00. Moreover, digital assets, such as AVAX, are relatively novel and the application of securities laws and other regulations to such assets is unclear in many respects. It is possible that regulators may interpret laws in a manner that adversely affects the liquidity or value of AVAX. In addition, because our DAT strategy is initially concentrated in AVAX, adverse developments specific to AVAX, including protocol-level failures, governance decisions, validator network instability, or ecosystem contraction, could disproportionately impact our financial condition.

Any decrease in the fair value of AVAX below our carrying value for such assets could require us to incur a loss due to the decrease in fair market value, and such charge could be material to our financial results for the applicable reporting period, which may create significant volatility in our reported earnings. Any decrease in reported earnings or increased volatility of such earnings could have a material adverse effect on the market price of our common shares. In addition, the application of accounting principles generally accepted in the United States of America (“U.S. GAAP”), with respect to AVAX, may change in the future and could have a material adverse effect on our financial results and the market price of our common shares. In addition, if investors continue to view the value of our common shares as dependent upon or linked to the value or change in the value of our AVAX holdings, the future price of AVAX may significantly influence the market price of our common shares.

If we were deemed to be an investment company under the 1940 Act, applicable restrictions likely would make it impractical for us to continue segments of our business as currently contemplated.

Under the Investment Company Act of 1940 (the “1940 Act”), a company generally will be deemed to be an “investment company” if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding, or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities, shares of registered money market funds under Rule 2a-7 of the 1940 Act, and cash items) on an unconsolidated basis. While we believe that AVAX and Bitcoin are unlikely to be considered an investment contract, and thus a security under the investment contract definition, we cannot provide any assurances that digital assets that we may mine or otherwise acquire or hold for our own account, including Bitcoin, will never be classified as securities under U.S. law. If we were to be deemed an investment company under the 1940 Act in the future, restrictions imposed by the 1940 Act—including limitations on our ability to issue different classes of shares and equity compensation to directors, officers, and employees and restrictions on management, operations, and transactions with affiliated persons—likely would make it impractical for us to continue our business as contemplated and may have a material adverse effect on our business, results of operations, financial condition, and prospects.

Regulatory developments related to crypto assets and crypto asset markets may adversely affect our business, financial condition, and results of operations.

As cryptocurrency and other digital assets are relatively novel and the application of state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects, it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of cryptocurrency. The U.S. federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, which could materially impact the price of cryptocurrency or the ability of individuals or institutions such as us to own or transfer cryptocurrency. For example, the U.S. executive branch and the SEC, among others in the United States and abroad, have been active in recent years, and the European Union’s Markets in Crypto Asset Regulation and the U.K.’s Financial Services and Markets Act 2023 became law. It is not possible to predict whether, or when, any of these developments will lead to the U.S. Congress granting additional authorities to the SEC or other regulators, or whether, or when, any other federal, state or foreign legislative bodies will take any similar actions. It is also not possible to predict the nature of any such additional authorities, how additional legislation or regulatory oversight might impact the ability of digital asset markets to function or the willingness of financial and other institutions to continue to provide services to the digital assets industry, nor how any new regulations or changes to existing regulations might impact the value of digital assets generally and cryptocurrency specifically. The consequences of increased or different regulation of digital assets and digital asset activities could adversely affect the market price of cryptocurrency and in turn adversely affect the market price of our common shares.

Our management team relies upon the advice of an asset manager through an asset management agreement to assist in building a narrowly focused investment strategy and the execution of the Company’s strategy and may not yield the desired return.

We have engaged an asset manager, Hivemind, to manage our cryptocurrency holdings and have adopted a treasury policy in which we plan to maintain a majority of our holdings in one to five decentralized finance digital assets, including AVAX. Hivemind’s Chairman, Matt Zhang, is also our Chairman, and Hivemind was the second largest investor in the Offering. Our management, our board of directors and such asset manager will have broad discretion in the application of the net proceeds from any offering by the Company and could utilize any such proceeds in ways that do not improve our results of operations or enhance the value of our common shares. The failure to apply any such funds effectively could result in financial losses that could cause the price of our common shares to decline.

Cryptocurrency price volatility may materially depress asset valuations, necessitating substantial cash reserves or liquidity buffers to maintain operational resilience. These risks are compounded by the lack of comprehensive regulation governing cryptocurrency trading platforms, which face material exposure to fraud, market manipulation, security breaches, and operational failures that could materially and adversely affect the value of our cryptocurrency holdings.

We may invest in even more cryptocurrencies in the future, which could materially and adversely affect our business, financial condition and results of operations, primarily due to the inherent price volatility of cryptocurrency and the impact of any future changes to accounting standards. Cryptocurrencies can be highly susceptible to sharp price swings, which can significantly impact our financial statements, especially under mark-to-market accounting. To mitigate these risks, companies holding significant amounts of cryptocurrencies must maintain substantial capital reserves to absorb potential declines in asset value without compromising their overall financial health. This heightened need for liquidity reflects the increased risk associated with holding cryptocurrencies and underscores the importance of robust risk management strategies when navigating the uncertainties of the digital asset market.

Digital asset trading platforms handling cryptocurrencies and particularly small-cap cryptocurrencies are relatively new and often operate without the oversight typical of regulated securities or commodities markets. Many platforms, particularly those based outside the United States, are subject to limited or inconsistent regulatory standards and often do not provide transparent information about their ownership, management, or compliance practices. This lack of oversight increases the risk of fraudulent activities such as artificial trading volume, wash trading, and market manipulation—issues that have been documented in unregulated cryptocurrency markets and could similarly affect cryptocurrency trading. Reports have indicated that a significant portion of trading volume on unregulated digital asset trading platforms may be artificially inflated or non-economic in nature.

Manipulative behavior on cryptocurrency exchanges can distort market prices and lead to unexpected losses for investors. As a result, reduced market confidence in these platforms could negatively impact the liquidity and value of cryptocurrencies. We may hold substantial amounts of cryptocurrencies and must be vigilant about these risks, as trading activity that is not reflective of genuine market interest can lead to volatility and potential losses.

The operational integrity of digital asset trading platforms is another critical risk factor. Many of these platforms may lack robust security measures, making them vulnerable to hacking, fraud, and other operational problems. As we may hold large quantities of cryptocurrencies, we must consider the risk of security breaches, which could materially and adversely affect our business, financial condition and results of operations.

If we or our third-party service providers experience a security breach or cyber-attack and unauthorized parties obtain access to our cryptocurrency, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our cryptocurrency and our financial condition and results of operations could be materially adversely affected.

Security breaches and cyber-attacks are of particular concern with respect to cryptocurrency. Blockchain-based cryptocurrencies and the entities that provide services to participants in the cryptocurrency ecosystem have been, and may in the future be, subject to security breaches, cyber-attacks, or other malicious activities. For example, in October 2021, it was reported that hackers exploited a flaw in the account recovery process and stole from the accounts of at least 6,000 customers of the Coinbase exchange, although the flaw was subsequently fixed and Coinbase reimbursed affected customers. Similarly, in November 2022, hackers exploited weaknesses in the security architecture of the FTX Trading digital asset exchange and reportedly stole over $400 million in digital assets from customers. A successful security breach or cyber-attack could result in:

Further, any actual or perceived data security breach or cybersecurity attack directed at other companies with digital assets or companies that operate digital asset networks, regardless of whether we are directly impacted, could lead to a general loss of confidence in the broader cryptocurrency ecosystem or in the use of the cryptocurrency network to conduct financial transactions, which could negatively impact us.

Attacks upon systems across a variety of industries, including industries related to cryptocurrency, are increasing in frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well-funded and organized groups and individuals, including state actors. The techniques used to obtain unauthorized, improper or illegal access to systems and information (including personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target. These attacks may occur on our systems or those of our third-party service providers or partners. We may experience breaches of our security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities or other irregularities. In particular, we expect that unauthorized parties will attempt to gain access to our systems and facilities, as well as those of our partners and third-party service providers, through various means, such as hacking, social engineering, phishing and fraud. Threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders. In addition, certain types of attacks could harm us even if our systems are left undisturbed. For example, certain threats are designed to remain dormant or undetectable, sometimes for extended periods of time, or until launched against a target and we may not be able to implement adequate preventative measures. Further, there has been an increase in such activities due to the increase in work-from-home arrangements. The risk of cyber-attacks could also be increased by cyberwarfare in connection with the ongoing Russia-Ukraine, Israel-Hamas and Israel-Iran conflicts, or other future conflicts, including potential proliferation of malware into systems unrelated to such conflicts. Any future breach of our operations or those of others in the cryptocurrency industry, including third-party services on which we rely, could materially and adversely affect our financial condition and results of operations.

We face significant risks relating to disruptions, forks, 51% attacks, hacks, network disruptions, or other adverse events or other compromises to the cryptocurrency blockchains, which could materially and adversely impact our business, financial condition and results of operations.

Blockchain networks are maintained by decentralized networks of participants, and as such are susceptible and vulnerable to a variety of risks, including disruptions, security breaches, and fundamental technical issues. Both networks are vulnerable to attacks by malicious actors who gain control of a significant portion of the network’s mining hash rate, a scenario commonly referred to as a 51% attack. In such an event, the attacker could double-spend transactions, reverse previously confirmed transactions, or otherwise disrupt the normal operations of the network. Successful 51% attacks have historically undermined trust in affected blockchain networks and could materially decrease the value of cryptocurrency assets.

Additionally, forks, or splits in the underlying protocol, may occur when participants fail to reach consensus on proposed upgrades or changes. Forks can lead to the creation of duplicate networks, confusion among market participants, dilution of the original network’s value, and disruption of the network’s operations. Hard forks, in particular, can materially and adversely impact the perceived stability and value of digital assets, leading to reduced demand and price declines.

Further, hacks and other security breaches targeting the core infrastructure of blockchain networks or major participants, such as exchanges and custodians, could severely impact the reputation and market confidence in these networks. Exploits of protocol-level vulnerabilities could also compromise the integrity of the cryptocurrency blockchains, resulting in a substantial loss of value.

The success and growth of cryptocurrency assets depend significantly on their continued security, stability, and scalability. Any technical failures, consensus breakdowns, governance disputes, or regulatory interventions that diminish confidence in the networks or impair their functionality could lead to a material decline in their market prices, which could materially and adversely impact our business, financial condition and results of operations. A sustained or significant decrease in the price or liquidity of cryptocurrencies, whether due to 51% attacks, forks, hacks, network disruptions, or other adverse events, could negatively impact our business, financial condition, and results of operations. Furthermore, even the perception that any of these events could occur may lead to significant market volatility and price declines, adversely affecting our business, financial condition and results of operations.

General Risk Factors

Our share price and trading volume have fluctuated in the past, have recently been volatile and may be volatile in the future, including for reasons that may be unrelated to our operating performance or prospects, and, as a result, investors in our common shares could incur substantial losses.

Our share price has fluctuated in the past, has recently been volatile and may be volatile in the future. The stock market in general and the market for cryptocurrency and digital asset companies in particular have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result, investors may experience losses on their investment in our common shares. The trading price of our common shares has already been correlated, and, in the future, as we continue to expand our Bitcoin Mining business and our digital asset treasury, may be increasingly correlated, to the trading prices of the cryptocurrencies we hold, which are themselves volatile.

Additionally, certain companies have experienced significant and extreme volatility in their stock prices due to a sudden increase in demand for stock resulting in aggregate short positions in the stock exceeding the number of shares available for purchase, forcing investors with short exposure to pay a premium to repurchase shares for delivery to share lenders. This is known as a “short squeeze.” These short squeezes have led to the price per share of those companies to trade at a significantly inflated rate that is disconnected from the underlying value of the company. Many investors who have purchased shares in those companies at an inflated rate face the risk of losing a significant portion of their original investment as the price per share declines steadily as interest in those stocks abates. While we have no reason to believe our shares would be the target of a short squeeze, there can be no assurance that they will not be in the future, and you may lose a significant portion or all of your investment if you purchase our shares at a rate that is potentially disconnected from our underlying value.

If we fail to meet all applicable Nasdaq Capital Market requirements and Nasdaq determines to delist our common shares, the delisting could adversely affect the market liquidity of our common shares, impair the value of your investment and adversely affect our ability to raise needed funds.

Our common shares are listed on the Nasdaq Capital Market. In order to maintain that listing, we must satisfy minimum financial and other requirements. On March 13, 2026, we received a notice from the Nasdaq Stock Market LLC (“Nasdaq”) stating that, for the last 30 consecutive business days, the closing bid price for our common shares had been below the minimum $1.00 per share requirement for continued listing on the Nasdaq Capital Market as set forth in Nasdaq Listing Rule 5550(a)(2). On March 20, 2026, we requested a hearing before the Nasdaq Hearings Panel, which request automatically stays any suspension or delisting action pending the results of the hearing and the expiration of any additional compliance period granted by the panel following the hearing. If we are unable to regain compliance with the minimum bid price requirement or if we fail to meet all applicable Nasdaq Capital Market requirements in the future and Nasdaq determines to delist our common shares, the delisting could adversely affect the liquidity and market price of our common shares and adversely affect our ability to obtain financing for the continuation of our operations. Any such delisting could also impair the value of your investment.

Our management team is, and, in the future, will be, required to devote substantial time to regulatory compliance, which may divert our attention from the day-to-day management of our business.

As a public operating company in the U.S., we incur significant administrative, legal, accounting and other burdens and expenses beyond those of a private company, including pursuant to U.S. securities laws and Nasdaq continued listing requirements, which are in addition to our reporting obligations under applicable Canadian national and provincial securities laws. Our management team is required to devote substantial attention to complying with those requirements, which may divert attention away from the day-to-day management of our business. Regulatory compliance is increasingly complex, and management may not have experience in all areas of public company compliance. The management team will seek assistance from external resources when appropriate for public company regulatory compliance and tax regulatory compliance for applicable jurisdictions. Any such engagement with external resources could create additional monitoring obligations and have the potential to increase risk in our system of internal control. Any failure to maintain an effective system of internal controls (including internal control over financial reporting) could limit our ability to report our financial results accurately and on a timely basis, or to detect and prevent fraud and could expose us to regulatory enforcement action and shareholder claims.

Furthermore, we are required to comply with Section 404(b) of the Sarbanes-Oxley Act of 2002. As a non-accelerated filer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are not required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, but we are required to document and test our internal control procedures and prepare annual management assessments of the effectiveness of our internal control over financial reporting. Therefore, our internal controls over financial reporting will not receive the level of review provided by the process relating to the auditor attestation included in annual reports of issuers that are subject to the auditor attestation requirements, which may adversely impact market perception of our business and our common shares. Our assessments must include disclosure of identified material weaknesses in our internal control over financial reporting. The existence of one or more material weaknesses could affect the accuracy and timing of our financial reporting. Testing and maintaining internal control over financial reporting involves significant costs and could divert management’s attention from other matters that are important to our business. Additionally, we may not be successful in remediating any deficiencies that may be identified. If we are unable to remediate any such deficiencies or otherwise fail to establish and maintain adequate accounting systems and internal control over financial reporting, or we are unable to continue to recruit, train and retain necessary accounting and finance personnel, we may not be able to accurately and timely prepare our financial statements and otherwise satisfy our public reporting obligations. Any inaccuracies in our financial statements or other public disclosures (in particular, if resulting in the need to restate previously filed financial statements), or delays in our making required SEC filings, whether as a result of the lack of effectiveness of our internal control over financial reporting or disclosure controls and procedures or otherwise, could have a material adverse effect on the confidence in our financial reporting, our credibility in the marketplace and the trading price of our common shares.

Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be shareholders’ sole source of gain.

We have not paid, and do not plan to pay in the immediate future, any cash dividends with respect to our common shares. We plan to reinvest all of our earnings, to the extent we have earnings, in order to cover operating costs and to otherwise become and remain competitive. We cannot assure shareholders that we will, at any time, generate sufficient surplus cash that would be available for distribution to the holders of our common shares as a dividend. Therefore, shareholders should not expect to receive cash dividends on our common shares. Any future determination to pay cash dividends will be at the discretion of our board of directors and will depend on applicable law and then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business opportunities and other factors our board of directors may deem relevant. As a result, capital appreciation, if any, of our common shares will be shareholders’ sole potential source of gain for the foreseeable future.

For so long as we qualify as an “emerging growth company,” we will be subject to scaled disclosure and compliance requirements, which will provide our shareholders with less information about us.

For so long as we remain an “emerging growth company” as defined in the JOBS Act, we expect to take advantage of the exemptions from various SEC reporting requirements available to “emerging growth companies,” including, but not limited to:

Because of those disclosure and compliance accommodations, our shareholders would be left without information or rights available to shareholders of more mature companies. We cannot predict whether investors will find our common shares less attractive if we rely on these exemptions. If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and our share price may be more volatile.

We are also a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act and have elected to follow certain scaled disclosure requirements available to smaller reporting companies.

If we are classified as a passive foreign investment company for U.S. federal income tax purposes, U.S. holders of our common shares (or securities exercisable for or convertible into our common shares) may suffer adverse tax consequences.

We would be classified as a passive foreign investment company (“PFIC”) for any taxable year if, after the application of certain look-through rules with respect to the income and assets of our corporate subsidiaries in which we own at least 25% (by value) of the shares, either: (i) 75% or more of our gross income for such year is “passive income” (as defined in the relevant provisions of the Internal Revenue Code of 1986, as amended (the “Code”)), or (ii) 50% or more of the value of our assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the production of passive income. If we are a PFIC for any taxable year during a U.S. holder’s holding period for our common shares, we generally will continue to be treated as a PFIC with respect to such holder’s investment in the common shares for all succeeding years during which such holder holds the common shares.

If we are classified as a PFIC, and a U.S. shareholder does not make a timely election to treat us as a “qualified electing fund,” or “QEF,” or a “mark-to-market” election with respect to our common shares, the U.S. shareholder would be taxable on gain recognized on a disposition of our common shares and upon receipt of certain “excess distributions” (generally, distributions that exceed 125% of the average amount of distributions in respect of the common shares received during the preceding three taxable years or, if shorter, during the U.S. shareholder’s holding period prior to the distribution year) as if such income had been recognized ratably over the U.S. shareholder’s holding period. Tax would be computed on such income at the highest ordinary income tax rate in effect for each taxable year to which income is allocated, and an interest charge on the tax as so computed would also apply. Additionally, dividends received with respect to the common shares will not qualify as “qualified dividends” eligible for taxation at reduced federal income tax rates.

The tests for determining PFIC status are applied annually. Whether we were a PFIC for the year ended December 31, 2025, or will be a PFIC for the current or future taxable years will depend on the composition of our income and assets and the value of our assets from time to time. If we are or do become a PFIC, U.S. shareholders who hold common shares during any period when we are a PFIC will be subject to the foregoing rules, even if we cease to be a PFIC, subject to exceptions for U.S. holders who made timely QEF or mark-to-market elections or certain other elections.

If we are or do become a PFIC for our current taxable year or any future taxable year, in addition to U.S. holders of our common shares, a U.S. holder of our securities exercisable for or convertible into our common shares during any year in which we are a PFIC would be adversely affected under the foregoing rules even if we cease to be a PFIC. Such U.S. holders should consult their own tax advisers concerning the potential application of the PFIC rules to their investment.

We may become subject to litigation, which may have a material adverse effect on our reputation, business, results from operations, and financial condition.

We may be named as a defendant in a lawsuit or regulatory action. We may also incur uninsured losses for liabilities which arise in the ordinary course of business, or which are unforeseen, including, but not limited to, employment liability and business loss claims. Any such losses could have a material adverse effect on our business, results of operations, sales, cash flow or financial condition.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity.

We are committed to protecting the confidentiality, integrity, and availability of its information systems and the data they contain from cybersecurity threats. We acknowledge that cybersecurity is a dynamic and evolving area of risk that requires ongoing assessment, management, and oversight. As we grow in size and revenue, we intend to work with third-party companies to assess, identify, manage, and mitigate material cybersecurity threats, as well as to respond to and recover from cybersecurity incidents, all as necessary.

We have not encountered cybersecurity threats or experienced previously cybersecurity incidents that have materially affected or that we believe are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.

Governance

Board of Directors Oversight

Item 2. Properties

The Company currently leases office space at 800-525 West 8th Avenue, Vancouver, British Columbia V5Z 1C6 as its principal office and at 201 South Olive Avenue, West Palm Beach, Florida as it corporate headquarters.

Item 3. Legal Proceedings

We are subject to the legal proceedings and claims described in detail in Note 18, “Commitments and Contingencies” to the audited financial statements included in this Annual Report on Form 10-K. Although the results of litigation and claims cannot be predicted with certainty, as of the date of this Annual Report on Form 10-K, we do not believe the outcome of such legal proceeding and claims, if determined adversely to us, would be reasonably expected to have a material adverse effect on our business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market information

Our common shares are currently quoted on the Nasdaq Capital Market under the symbol “AVX,” and our warrants are currently quoted on the Nasdaq Capital Market under the symbol “AVXW.” The market price has been volatile. On March 24, 2026, the closing price for our common shares as reported on the Nasdaq Capital Market was $0.65 per share.

On March 13, 2026, we received a letter from Nasdaq that we no longer comply with Rule 5550(a)(2) of Nasdaq’s Listing Rules (the “Rules”) which requires listed securities to maintain a minimum bid price of $1 per share. Based upon the closing bid price for the last 30 consecutive business days (January 29, 2026 to March 12, 2026), we no longer meet this requirement. Normally, a company would be afforded a compliance period of 180 calendar days to regain compliance with the Rule. However, pursuant to Listing Rule 5810(c)(3)(A)(iv), we are not eligible for any compliance period specified in Rule 5810(c)(3)(A) due to the fact that we have effected a reverse stock split over the prior one-year period and have effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one. We requested an appeal, on March 20, 2026, of the Staff’s determination to a Hearing Panel (the “Panel”) pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. Our appeal to the Panel will prevent the suspension of the Company’s securities pending the Panel’s decision.

Securities outstanding and holders of record

On March 24, 2026, there were approximately 82 shareholders of record for our common shares and 89,798,842 of our common shares were issued and outstanding.

Issuer Purchases of Equity Securities

The following table presents information with respect to AVAX One’s repurchases of common shares during the quarter ended December 31, 2025:

From January 1, 2026 to March 24, 2026, the Company repurchased 3,090,038 common shares with an average price paid per share of $0.92, leaving approximately $36,906,371 that may be repurchased under the Repurchase Program.

Dividend Policy

We have never paid any cash dividends on our common shares. However, we have paid common share dividends on our preferred shares. Our preferred shares were retired, and there were no preferred shares outstanding after the IPO. We anticipate that we will retain funds and future earnings to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends on our common shares in the foreseeable future. Any future determination to pay cash dividends on our common shares will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements and other factors that our board of directors deems relevant. In addition, the terms of any future debt or credit financings may preclude us from paying dividends.

Information respecting equity compensation plans

The Company adopted a stock option plan in December 2018 (the “2018 Option Plan”), under which the compensation committee of the board of directors (the “Compensation Committee”) may to grant, from time to time, to directors, officers, employees and consultants of the Company non-transferable options to purchase common shares. The board of directors reviews recommendations and approves changes to the 2018 Option Plan. As of the date of this filling, there are no options outstanding, and 9,293,880 options are available for future issuances. The Option Plan was approved by the shareholders of the Company in June 2019.

The following table provides information with respect to options outstanding under our Plan as at December 31, 2025:

Recent Sales of Unregistered Securities

During the Year Ended December 31, 2025

On January 16, 2025, investors purchased an additional tranche of $7,700,000 in convertible debentures with a 10% original issue discount for gross proceeds of $7,000,000 and received 212,256 warrants (the “January 2025 Tranche”) due January 16, 2026. The warrants are exercisable at any time and from time to time and expire July 16, 2028. The convertible debentures and warrants were issued with exercise prices of $23.58 and $25.938 respectively. The issuance of the additional tranche triggered the round down provision, adjusting the exercise prices of the First, Second, Third, Fourth, Fifth, Sixth, and Seventh Tranche Debentures and the First, Second, Third, Fourth, Fifth, Sixth, and Seventh Tranche Warrants to $23.58 and $25.938, respectively. The Company incurred approximately $290,000 in transaction-related costs.

On March 21, 2025, investors purchased an additional tranche of $1,320,000 in convertible debentures with a 10% original issue discount for gross proceeds of $1,188,000 and received 47,906 warrants due March 21, 2026. The warrants are exercisable at any time and from time to time and expire September 21, 2028. The convertible debentures and warrants were issued with exercises price of $17.91. The issuance of the additional tranche triggered the round down provision, adjusting the exercise prices of the First, Second, Third, Fourth, Fifth, Sixth, Seventh and January 2025 Tranche Debentures and the First, Second, Third, Fourth, Fifth, Sixth, Seventh and January 2025 Tranche Warrants to $17.91.

On April 22, 2025, an Investor purchased a promissory note of $290,000. The promissory note has an original issue discount of $40,000 and a one-time interest charge of 12% ($34,800).

On May 21, 2025, investors purchased an additional tranche of $110,000 in convertible debentures with a 10% original issue discount for gross proceeds of $100,000 and received 4,889 warrants (the “May 2025 Tranche”) due May 21, 2026. The warrants are exercisable at any time and from time to time and expire November 21, 2028. The convertible debentures and warrants were issued with an exercise price of $17.91.

On July 21, 2025, investors purchased an additional tranche of $833,334 in convertible debentures with a 10% original issue discount for gross proceeds of $750,000 and received 80,354 warrants (the “July 2025 Tranche”) due July 21, 2026. The warrants are exercisable at any time and from time to time and expire January 21, 2029. The convertible debentures and warrants were issued with an exercise price of $6.741. The issuance of the additional tranche triggered the round down provision, adjusting the exercise prices of the First, Second, Third, Fourth, Fifth, Sixth, Seventh, January 2025, March 2025 and May 2025 Tranche Debentures and First, Second, Third, Fourth, Fifth, Sixth, Seventh, January 2025, March 2025 and May 2025 Tranche Warrants to $6.741.

On September 25, 2025, investors purchased an additional tranche of $550,000 in convertible debentures with a 10% original issue discount for gross proceeds of $495,000 and received 148,340 warrants (the “September 2025 Tranche”) due September 25, 2026. The warrants are exercisable at any time and from time to time and expire September 25, 2029. The convertible debentures and warrants were issued with exercise prices of $2.41 and 2.65, respectively. The issuance of the additional tranche triggered the round down provision, adjusting the exercise prices of the First, Second, Third, Fourth, Fifth, Sixth, Seventh, January 2025, March 2025, May 2025 and July 2025 Tranche Debentures and First, Second, Third, Fourth, Fifth, Sixth, Seventh, January 2025, March 2025, May 2025 and July 2025 Tranche Warrants to $2.41.

On October 24, 2025, investors purchased an additional tranche of $7,700,000 in convertible debentures with a 10% original issue discount for gross proceeds of $6,930,000 and received 2,076,763 warrants (the “October 2025 Tranche”) due October 24, 2026. The warrants are exercisable at any time and from time to time and expire April 24, 2029. The convertible debentures and warrants were issued with an exercise price of $2.41 per share.

On November 5, 2025, investors purchased 86,690,657 common shares and pre-funded warrants (the “Pre-Funded Warrants”) exercisable for an aggregate of 6,123,837 common shares for gross proceeds of approximately $219,100,000. The common shares were sold at an offering price of $2.36 per common share, and the Pre-Funded Warrants were sold at an offering price of $2.3599 per Pre-Funded Warrant, which represents the per share offering price less the $0.0001 per share exercise price for each such Pre-Funded Warrant. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The Company intends to use approximately $10 million of the cash net proceeds for general corporate purposes initiated after closing and for pre-existing working capital commitments or obligations, and the remaining cash net proceeds for the acquisition of AVAX tokens. The Company incurred approximately $6,140,000 in transaction related costs.

From August 7, 2025 through October 31, 2025, the Company issued 494,390 common shares for $1,559,186 in gross proceeds, less issuance costs of $111,449 in at the market offerings.

During the Year Ended December 31, 2024

On February 21, 2024, investors purchased an additional tranche of $1,100,000 in convertible debentures with a 10% original issue discount for gross proceeds of $1,000,000 and received 3,712 of warrants (the “Fifth Tranche”) due February 21, 2025. The warrants are exercisable at any time and from time to time and expire August 21, 2027. The convertible debentures and warrants were issued with exercise prices of $192.60 and $211.86, respectively. The issuance of the additional tranche triggered the round down provision, adjusting the exercise prices of the First, Second, Third, and Fourth tranche of Debentures and the First, Second, Third, Fourth tranche of Debenture Warrants to $192.60 and $211.86, respectively.

On April 11, 2024, investors purchased an additional tranche of $550,000 in convertible debentures with a 10% original issue discount for gross proceeds of $500,000 and received 2,437 warrants (the “Sixth Tranche”) due April 11, 2025. The warrants are exercisable at any time and from time to time and expire October 11, 2027. The convertible debentures and warrants were issued with exercise prices of $146.70 and $162.00, respectively. The issuance of the additional tranche triggered the round down provision, adjusting the exercise prices of the First, Second, Third, Fourth and Fifth Tranche Debentures and the First, Second, Third, Fourth and Fifth Tranche Warrants to $146.70 and $162.00 respectively.

On May 22, 2024, investors purchased an additional tranche of $833,000 of convertible debentures with a 10% original issue discount for gross proceeds of $750,000 and received 6,016 warrants (the “Seventh Tranche”) due May 22, 2025. The warrants are exercisable at any time and from time to time and expire November 22, 2027. The convertible debentures and warrants were issued with exercise prices of $90.00 and $99.00, respectively. The issuance of the additional tranche triggered the round down provision, adjusting the exercise prices of the First, Second, Third, Fourth, Fifth and Sixth Tranche Debentures and the First, Second, Third, Fourth, Fifth and Sixth Tranche Warrants to $90.00 and $99.00, respectively.

During the year ended December 31, 2024, the Company issued 41,873 common shares at-the-market offering and 17,777 common shares were issued upon completion of a private placement, totalling $2,775,616 in net proceeds.

From January 1, 2026 to March 24, 2026, the Company had the following sales of unregistered securities:

On January 2, 2026, investors purchased an additional tranche of $7,000,000 in convertible debentures with a 10% original issue discount for gross proceeds of $6,300,000 and received 3,013,245 warrants (the “January 2026 Debentures”) due January 2, 2027. The warrants are exercisable at any time and from time to time and expire July 2, 2029. The convertible debentures and warrants were issued with an exercise price of $2.41 per share.

Item 6. Selected Financial Data

As a registrant that qualifies as a smaller reporting company, the Company is not required to provide the information required by this Item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read together with our historical financial statements and the notes to those statements and other financial information included elsewhere in this Annual Report. Certain statements in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, include forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” You should review the “Risk Factors” section of this Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

BUSINESS OVERVIEW

For a complete discussion of our business, see Part I, Item 1. “Business” of this Annual Report.

RECENT DEVELOPMENTS

Validator Infrastructure

In January 2026, we launched our proprietary validator infrastructure, enabling third-party delegators to stake AVAX at competitive costs while generating revenue through delegation fees. This infrastructure strengthens operational control, improves capital efficiency and creates an incremental, protocol-native revenue stream.

Share Repurchase Program

In November 2025, the Company’s board of directors authorized a share repurchase program (the “Repurchase Program”) under which the Company may repurchase up to $40 million of its outstanding common shares, for a period of 12 months, subject to contractual requirements. The board of directors will periodically review the Company’s Repurchase Program and may decide to extend its term or increase the authorized amount. As of December 31, 2025, the Company has repurchased 183,346 shares in the open market for a total cost of $257,964 pursuant to the Repurchase Program. From January 1, 2026 to March 24, 2026, the Company repurchased 3,090,038 of common shares in the open market for a total cost of $2,868,398.

Acquisitions and Dispositions

In January 2025, we acquired the assets of Bald Eagle Mining, LLC (“Bald Eagle”), located in Columbiana Country, Ohio, for a total purchase price of $4,765,000. Bald Eagle is a Bitcoin Mining facility, powered by 5MW of flared natural gas energy, which at the time of the acquisition supported over 900 Bitcoin Mining units. Subsequent to the acquisition, we increased the number of mining units from 900 to 1,662.

In December 2025, we entered into a letter of intent, with an unrelated third party, to sell the Manna IP for a purchase price of $1,550,000 (the “Purchase Price”). Based on the Purchase Price, we determined the Manna IP asset was impaired as of December 31, 2025 and recorded an impairment charge totalling $5,110,592 which is reflected in the accompanying consolidated statements of comprehensive loss as intangible asset impairment.

Reverse Stock Splits

In July 2025, the Company effected a one-for-nine reverse stock split of the Company’s issued and outstanding common shares (the “2025 Reverse Split”). As a result of the 2025 Reverse Split, every nine shares of the Company’s old common shares were converted into one share of the Company’s new common shares. Fractional shares resulting from the 2025 Reverse Split were sold at the then-prevailing price on the open market, with the proceeds being distributed on a pro rata basis to the impacted shareholders. The 2025 Reverse Split automatically and proportionately adjusted all issued and outstanding shares of the Company’s common shares, as well as convertible debentures, convertible features, pre-funded warrants, options and warrants outstanding at the time of the date of the 2025 Reverse Split. The exercise price on outstanding equity-based grants was proportionately increased, while the number of shares available under the Company’s equity-based plans was proportionately reduced. Share and per share data (except par value) for the periods presented reflect the effects of the 2025 Reverse Split. References to numbers of common shares and per share data in the accompanying financial statements and notes thereto for periods ended prior to July 28, 2025, have been adjusted to reflect the 2025 Reverse Split on a retroactive basis.

Foreign Currency Transactions

The financial statements of the Company and its subsidiaries whose functional currencies are the local currencies are translated into USD for consolidation as follows: assets and liabilities at the exchange rate as of the balance sheet date, shareholders’ equity at the historical rates of exchange, and income and expense amounts at the average exchange rate for the period. Translation adjustments resulting from the translation of the subsidiaries’ accounts are included in “Accumulated other comprehensive loss” as equity in the consolidated balance sheets. Transactions denominated in currencies other than the applicable functional currency are converted to the functional currency at the exchange rate on the transaction date. At period end, monetary assets and liabilities are remeasured to the reporting currency using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are remeasured at historical exchange rates. Gains and losses resulting from foreign currency transactions are included within non-operating expenses.

As of April 1, 2025, the functional currency of the Company was changed from Canadian dollars (“CAD”) to USD due to a change in the primary economic environment in which the Company operates. The majority of the Company’s executive leadership and operations are located in the United States. The majority of revenue generation, expenditures, cash flows, financing, and contractual terms are denominated in USD.

STATUS AS AN EMERGING GROWTH COMPANY

On April 5, 2012, the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for private companies.

We are in the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, as an “emerging growth company,” we intend to rely on certain of these exemptions from, without limitation, (i) providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act and (ii) complying with any requirement that may be adopted by the Public Company Accounting Oversight Board (PCAOB) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis. We will remain an “emerging growth company” until the earliest of (a) the last day of our fiscal year following the 5th anniversary of the closing of our initial public offering, (b) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (c) the last day of our fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, or Exchange Act (which would occur if the market value of our equity securities that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter), or (d) the date on which we have issued more than $1 billion in nonconvertible debt during the preceding three-year period.

TRENDS AND UNCERTAINTIES IMPACTING OUR BUSINESS AND INDUSTRY

Digital Assets

We generate revenue from blockchain-based operations, comprised of two primary sources: (i) staking rewards earned from delegating and validator node operations, primarily Avalanche blockchain (“Avalanche Protocol”) and (ii) the production of digital assets through mining activities, primarily Bitcoin (“Bitcoin Mining”). We commenced our digital asset strategy with regards to the Avalanche Protocol in the fourth quarter of 2025 with our transition to AVAX One and with regards to Bitcoin Mining in the fourth quarter of 2024 with the acquisition of our first Bitcoin Mining facility. We currently own and operate three Bitcoin Mining facilities.

Our digital assets were comprised of the following as of December 31, 2025 and 2024, which value may be materially impacted as the market value of digital assets fluctuates.

Management believes, given our recent investments, coupled with our relative position and liquidity, we are well-positioned to execute on our long-term growth strategy.

Energy Cost

Energy cost is one of the most significant cost drivers for Bitcoin Mining operations and these costs can be highly volatile and sensitive to geopolitical events and weather conditions, such as winter storms and earthquakes, which impact supply and demand for power regionally. We believe these costs are effectively managed through our power purchase agreement which allow us to obtain natural gas required to generate power at our mining facilities at favorable prices. Though energy prices are less predictable, our power purchase agreement gives us greater flexibility and ability to actively manage the energy we consume with the goal of increasing energy efficiency and profitability.

Concentrations and Current Vulnerability

Our principal activities consist primarily from investing, staking and evaluating digital tokens technologies that run on the Avalanche public blockchain network. Due to the current nature of our operations and the scale of business transacted on the Avalanche Network, a concentration could potentially result in a vulnerability. The concentration and potential associated vulnerabilities include, but are not limited to:

The AVAX token performs various functions within the Avalanche ecosystem, including incentivizing network security and functionality and acting as the payment currency on the primary network. Therefore, this concentration may result in vulnerability to a near-term severe impact, and at least possible that there could be events outside of our control that may result in a severe impact in the near term.

As a result, of the foregoing, we believe a concentration exists as of the date of these financial statements, and a dissolution of the Avalanche Foundation or an inability of the Avalanche public blockchain network and/or AVAX tokens to function as expected, could result in near-term severe impacts to our business.

RESULTS OF OPERATIONS FOR THE YEARS ENDED December 31, 2025 and 2024

Revenues

Total revenue was comprised of the following during the years ended December 31, 2025 and 2024 -

We generate revenue from blockchain-based operations and comprises two primary sources: (i) staking rewards earned from delegating and validator node operations, primarily through our Avalanche Protocol and (ii) the production of digital assets through mining activities, primarily Bitcoin Mining.

Our Avalanche Protocol operations commenced in the fourth quarter of 2025 in connection with our transition to AVAX One and the implementation of our digital asset strategy. Our Avalanche Protocol revenues are generated through network-based smart contracts. We stake our crypto assets on our own validator nodes and nodes from third-party operators. Through these contracts, we provide crypto assets to stake to a node for the purpose of validating transactions and adding blocks to a respective blockchain network. We define the duration of our smart contracts, typically lasting from a few days to several weeks, and these contracts require that the crypto assets staked remain locked up for the duration.

Pursuant to our Bitcoin Mining, we earn revenue from the production of certain digital assets through mining activities. Our Bitcoin Mining operations commenced in December 2024 with the acquisition of first mining facility in Alberta, Canada (the “Redwater acquisition”) and then in January 2025 we added an additional mining facility with the Bald Eagle acquisition.

Operating expenses were comprised of the following during the years ended December 31, 2025 and 2024 -

Total operating expenses increased primarily due to the following:

The increase in cost of revenue, excluding depreciation of $1.4 million is directly related to our Bitcoin Mining operations which commenced in the fourth quarter of 2024.

Depreciation and amortization increased $0.5 million, or 85%, primarily due to the increase in our Bitcoin Mining equipment from both the Redwater acquisition in late 2024 and the Bald Eagle acquisition in early 2025.

The increase in impairment of assets of $1.4 million, or 34%, is primarily due to the year over year increase in the impairment of Manna IP of $0.9 million coupled with the impairment of certain equipment in the Bitcoin Mining division of $0.4 million.

Share-based compensation increased $1.1 million, or 293%, due to common shares issued to certain executives, directors and consultants in connection with the transition to AVAX One and the Offering.

The increase in office and administrative costs of $0.4 million, or 71%, is primarily due to insurance costs.

Professional fees increased $0.4 million, or 78%, primarily due to the legal and auditing services related to the transition to AVAX One and the Offering.

The increase in investor and public relations of $0.3 million, or 108%, is related to additional campaigns to promote the Company.

The unrealized loss on market valuation increased primarily due to the decline in market value of our AVAX tokens.

Other Expenses (Income)

Total other expenses (income) were comprised of the following during the years ended December 31, 2025 and 2024 -

Other expenses increased primarily due to the increase in loss on debt extinguishment primarily attributable to more extinguished debt revalued at losses during the current year period. These increases have been partially offset by the change in fair value of derivative liabilities and loss on conversion of convertible debt. The change in fair value of derivative liabilities improved due to the extinguishment of conversion feature derivatives as a result of significant conversions of several tranches of debentures, coupled with the stabilization of the Company’s share price and the derivatives reclassed to additional paid in capital during 2025. The improvement in loss on conversion of convertible debt is primarily due to unscheduled conversion loss being classified as extinguishment after conversion feature reclassed to equity.

OPERATING SEGMENTS

We have chosen to organize our operating segments based on products or services offered. Each operating segment is also a reportable segment (i.e., operating segments have not been aggregated). Our operating and reportable segments at December 31, 2025, include Avalanche Protocol and Bitcoin Mining. All other activities, including financing, are carried out through the corporate entity. The accounting policies for the operating segments are the same as those disclosed in the notes to the consolidated financial statements in Part II, Item 8. Financial Statements and Supplementary Data, Note 3, “Significant Accounting Policies.”

Our Avalanche Protocol operations commenced in the fourth quarter of 2025 in connection with our transition to AVAX One and the implementation of our digital asset strategy. Our Avalanche Protocol revenues are generated through network-based smart contracts. We stake our crypto assets on our own validator nodes and nodes from third-party operators. Through these contracts, we provide crypto assets to stake to a node for the purpose of validating transactions and adding blocks to a respective blockchain network. We define the duration of our smart contracts, typically lasting from a few days to several weeks, and these contracts require that the crypto assets staked remain locked up for the duration.

Pursuant to our Bitcoin Mining, we earn revenue from the production of certain digital assets through mining activities. Our Bitcoin Mining operations commenced in December 2024 with the Redwater Acquisition and then in January 2025 we added an additional mining facility with the Bald Eagle acquisition.

The following table summarizes our operating segments results for the year ended December 31, 2025: