INVU 10-K & 10-Q changes, risk factors and insider trading

Our business, financial condition, and results of operations,operations may be adversely affected by a number of factors, including the risk,risk factors,factors and uncertainties described under this Item 1A,1A and elsewhere in this Form 10-K. This is not an exhaustive list, and there are other factors that may be applicable to our business that are not currently known to us or that we currently do not believe are material. Any of these risks could have an adverse effect on our business, financial condition, operating results, or prospects, which could cause the trading price of our common stock to decline, and you could lose part or all of your investment. You should carefully consider the risks,risks factors,factors and uncertainties described below, together with the other information contained in this Form 10-K, as well as the risk,risk factors, uncertainties, and other information we disclose in other filings we make with the SECSEC, before making an investment decision regarding our securities.

Our growth plan contemplates our ability to create a Brokerage and Financial Markets business; however, this has been delayed for several years,years and may be difficult to achieve as our platform for expansion is a start-up business in the early stages of its development.

Since 2021, we have pursued the development of a brokerage and financial markets business. Our growth plan, however, contemplated the acquisition of a registered broker-dealer, which was originally to have been acquired from an affiliate of Joseph Cammarata, a former executive officer who was terminated in late 2021. However, due to delays and complications in that process, relating primarily to Mr. Cammarata’s then ongoing legal proceedings, even though unrelated to the business of the Company, we were caused in 2022 to abandon those efforts and continue our search for alternative acquisitions within the brokerage industry. With our 2024 acquisition of Opencash, a broker-dealer in the pre-revenue and early stages of its operations, we believe we will now be able to launch our expansion into the retail brokerage and financial markets industry. However, to do so, we will needneeded to, among others, develop the infrastructure necessary to achieve retail operations, on-board customer support personnel and software developers, develop and implement a marketing strategy, secure the necessary securities clearing arrangements, continue the development of the online Opencash trading platformplatform, and complete our integration with the proprietary algorithmic trading platform we acquired in September 2021. Despite our best efforts, we have not yet been able to launch commercial operations of our securities brokerage business, and although we believe this should occur within the near-term, there can be no assurance that we will be able to achieve these objectives on a timely basis, if at all, as the development of an early-stage securities brokerage business involves inherent regulatory and operational risks and uncertainties.

Prior to 2022, the Company had engaged in a series of interested party transactions with its former directors and officers, Mario Romano and Annette Raynor. Those transactions were terminated in conjunction with a January 6, 2022,2022 Separation and Release Agreement by which Mr. Romano and Ms. Raynor resigned their positions as officers and directors of the Company and surrendered 150,000,000 shares of our common stock. Subsequently, on September 9, 2023, we closed on the purchase in a private transaction of an aggregate of 302,919,223 shares of the Company’s common stock from sellers consisting of MarioMr. Romano, AnnetteMs. Raynor, and a series of their family members and related entities. These shares were purchased for aggregate consideration of $2,922,380, representing a price of $0.00964739 per share, with one-eighth of the purchase price paid on or about the closing, with the balance payable in a series of equal quarterly payments over seven (7) consecutive quarters thereafter.

During September 2021, we acquired, among other assets, a proprietary algorithmic trading platform from MPower, a business controlled by two members of our Board of Directors. The assets of MPower were acquired in consideration of the issuance of Class B Redeemable Units consisting of non-voting membership interests in our wholly owned subsidiary IFGHsubsidiary, IFGH, that are in the future redeemable for 565,000,000 Companyof the Company’s common shares, presently representing over 23%19% of the Company’s current fully-dilutedfully diluted shares. To date, we have been unable to monetize on the assets we purchased from MPower.

Further, by virtue of an April 27, 2020 convertible note financing arrangement we have with DBR Capital, LLC (“DBR Capital”) (see “ITEM 13. Certain Relationships and Related Transactions, and Director Independence”), an affiliate of our Chairman, David B. Rothrock, we borrowed the principal amount of $3,300,000 under an aggregate of three convertible promissory notes that bear rates of interest between 20.00% and 38.50% per annum and are subject to conversion by DBR Capital at a price of $0.007 per share. Under the first three loans, DBR Capital had the right to lend to the Company up to an additional $7.7 million$7,700,000 for which the Company had no call rights, on substantially the same terms as the prior loans, through December 31, 2024. In February 2025, the terms of the note financing arrangement were amended so that DBR Capital has been givenhad until August 31, 2025 to lend to the Company a minimum of $2,000,000,$2,000,000 at a reduced interest rate of 18.75% per annum (from 38.5%), and until December 31, 2026 to lend to the Company the balance of up to $5,700,000.$5,700,000 Theat amendment also substantially reduces the interest rate for the first $2 million that may be advanced by DBR Capital from 38.5% to 18.75% per annum, anda further reduced substantially reduces the interest rate toof 10%10.0% per annum (also from 38.5%). forDBR anyCapital amountselected loanednot into excessproceed ofwith $2the million.note financing at August 31, 2025. The terms and conditions of the credit arrangements with DBR Capital could make it difficult for the Company to attract third-party capital in the future.

During September 2021, we acquired, among other assets, a proprietary algorithmic trading platform from MPower, a business controlled by two members of our Board of Directors. The assets of MPower were acquired in consideration of the issuance of Class B Redeemable Units consisting of non-voting membership interests in our wholly owned subsidiary IFGHsubsidiary, IFGH, that are in the future redeemable for 565,000,000 Companyof the Company’s common shares on a one-for-one basis. While we believe that the trading platform that we acquired in the acquisition will become a fundamental part of our overall strategy to create a Brokerage and Financial Markets business, our expected deployment of those assets was unexpectedly delayed due to complications and delays in the process of finding a broker-dealerbroker relatingdealer. to a former officer’s then ongoing legal proceedings. Although weWe have since acquired a broker-dealerbroker dealer through our acquisition of Opencash in 2024, and we might not achieve our expected, or any, return on this investment. To date, we have been unable to monetize on the assets we purchased from MPower. If we are unsuccessful at creating or growing this line of business, we may not be able to achieve our planned rates of growth or improve our market share, profitability profitability, or competitive position.

We contract with a professional employer organization, or PEO, thatto administersadminister our human resources, payrollpayroll, and employee benefits functions functions for our employees in the United States. Although we recruit and select our workers, each of these workers is also an employee of record of the PEO. As a result, these workers are compensated through the PEO, are governed by the work policies created jointly by us and the PEO and receive their annual wage statements and other payroll or labor related reports from the PEO. This relationship permits management to focus on operations and profitability rather than payroll administration, but this relationship also exposes us to some risks. Among other risks, if the PEO fails to adequately withhold or pay employer taxes or to comply with other laws, such as the Fair Labor Standards Act, the Family and Medical Leave Act, the Employee Retirement Income Security ActAct, or state and federal anti-discrimination laws, each of which is outside of our control, we would be liable for such violations, and indemnification provisions with the PEO, if applicable, and Company insurance may not be sufficient to insulate us from those liabilities.

Court and administrative proceedings related to matters of employment tax, labor lawlaw, and other laws applicable to PEO arrangements could distract management from our business and cause us to incur significant expense. If we were held liable for violations by the PEO, such amounts may adversely affect our profitability and could negatively affect our business and results of operations.

Unfavorable publicity associated with our now concludednow-concluded SEC inquiry.

We have experienced unfavorable publicity for several years that, to some extent, we attribute to the SEC inquiry that had been ongoing since November 2021.2021 but settled in the beginning of 2025. The unfavorable publicity had a negative impact on our commercial banking and credit card processing relationships, employees, business, products, and reputation, and negatively impacted our ability to attract, motivate, and retain banking relationships, members members, and distributors, and our ability to generate revenue. InSince recognitionour that we settled the outstanding mattersettlement with the SEC, it would beis our expectation that the unfavorable publicity we experienced in the past will dissipate over time; however, there can be no assurances to that effect.

We are at risk for cyber-attacks, such as phishing, and other attempts to gain unauthorized access to our systems, and we anticipate continuing to be subject to such attempts. There is an ongoing risk that some or all of our cryptocurrencies could be lost or stolen as a result of one or more incursions of thesethis incursions.nature. As we increase in size, we may become a more appealing target of hackers, malware, cyber-attacks cyber-attacks, or other security threats, and, despite our implementation of strict security measures and frequent security audits, it is impossible to eliminate all such vulnerability.vulnerabilities. For instance, we may not be able to ensure the adequacy of the security measures employed by third parties, such as our service providers. Additionally, though we provide cybersecurity training for employees, we cannot guarantee that we will not be affected by attempted security breaches. Efforts to limit the ability of malicious actors to disrupt the operations of the internet or undermine our own security efforts may be costly to implement and may not be successful. Such breaches, whether attributable to a vulnerability in our systems or otherwise, could subject us to liability to our customers, suppliers, business partners and others, or give rise to legal and/or regulatory action, which could damage our reputation or otherwise materially harm our business, operating results, and financial condition, and result in claims of liability against us, damage our reputation and materially harm our business.

We rely primarily on a well-known U.S. basedU.S.-based third-party digital asset-focused custodian to safeguard our Bitcoin. If our third-party service provider experiences a security breach or cyber-attack and unauthorized parties obtain access to our Bitcoin, we may lose some or all of our BitcoinBitcoin, and our financial condition and results of operations could be materially adversely affected.

Our future success depends on our ability to protect and preserve the proprietary rights related to our products. We cannot assure that we will be able to prevent third parties from using our intellectual property and technology without our authorization. We also rely on trade secrets, common law trademark rights, and trademark registrations, as well as confidentiality and work for hire,work-for-hire, development, assignment, and license agreements with employees, consultants, third-party developers, licensees, and customers. Our protective measures for these intangible assets afford only limited protection from illegal actors and may be flawed or become inadequate with the passage of time.

In recent years, there has been significant litigation in the United States involving intellectual property rights. In particular, there has been an increase in the filing of lawsuits alleging infringement of intellectual property rights, which pressure defendants into entering settlement arrangements quickly to dispose of such lawsuits, regardless of their merits. Other companies or individuals may allege that we infringe on their intellectual property rights. Litigation, particularly in the area of intellectual property rights, is costlycostly, and the outcome is inherently uncertain. In the event that we become involved in such a lawsuit in the future and receive an adverse result, we could be liable for substantial damages, and we may be forced to discontinue our use of the intellectual property in question or obtain a license to use those rights or develop non-infringing alternatives.

Risks Related to our FinancialConectiv EducationDirect-to-Consumer and TechnologyMarketing Business

We may encounter risks relating to security or other system disruptions and failures that could reduce the attractiveness of our websiteswebsites, and that could harm our business and results of operations.

Although we have historically featured the sale of financial education products and services, we intend to significantly expand the scope of the products and services offered by our direct-to-consumer marketing platform to include the sale of consumer health, wellness, and nutrition products, among others. Our future success depends in part on our ability to develop and enhance our products.product Inand addition,service offerings. This will involve, among others, the adoption of new internet, networking ornetworking, telecommunications technologiestechnologies, or other technological changes that could require us to incur substantial expenditures to enhance or adapt our services or infrastructure. There are significant technical and financial costs and risks in the development of new or enhanced products, including the risk that we might be unable to effectively use new technologies, adapt our services to emerging industry standards, or develop, develop, introduceintroduce, and market enhanced or new products. An inability to develop new products,products or enhance existing offerings,offerings could have a a material adverse effect on our profitability.

Our business could be negatively affected if we are required to defend allegations of unfair competition andor unfairunfair, falsefalse, or deceptive acts acts or practices in or affecting commerce.

Advertising and marketing of our products in the United States are also subject to regulation by the Federal Trade Commission (“FTC”) under the Federal Trade Commission Act, or FTC Act. Among other things, the FTC Act prohibits unfair methods of competition and unfair falseunfair, false, or deceptive acts or practices in or affecting commerce. The FTC Act also makes it illegal to disseminate or cause any false advertisement to be disseminated any false advertisement.disseminated. The FTC routinely reviews websites to identify questionable advertising claims and practices. Competitors sometimes inform the FTC when they believe other competitors are violating the FTC ActAct, and consumers also notify the FTC of what they believe may be wrongful advertising. The FTC may initiate a nonpublic investigation that focuses on our advertising claims, which usually involves nonpublic, pre-lawsuit, extensive formal discovery. Such an investigation may be lengthy and expensive to defend and result in a publicly disclosed consent decree or settlement agreement. If no settlement can be reached, the FTC may start an administrative proceeding or a federal court lawsuit against us or our principal officers. The FTC often seeks to recover from the defendants, whether in a consent decree or a proceeding, any or all of the following: (i) consumer redress in the form of monetary relief or disgorgement of profits; (ii) significant reporting requirements for several years; and (iii) injunctive relief. In addition, most, if not all, states have statutes prohibiting deceptive and unfair acts and practices. The requirements under these state statutes are similar to those of the FTC Act.

Our direct selling unit (recently rebranded from “iGenius” to “Conectiv”) offers products and services that are marketed by a global network of independent distributors using a direct selling business model. Although we believe that our direct selling business model is in material compliance with applicable legal standards, direct selling programs,programs similar to ours and others within the industry, in general, have oftenperiodically been the target of regulatory scrutiny by federal, state, and local governmental agencies in the United States States and foreign countries, including the FTC. These laws and regulations are generally intended to prevent fraudulent or deceptive schemes, schemes, often referred to as “pyramid” schemes, which compensate participants primarily for recruiting additional participants without without significant emphasis on product sales, whereas the more successful direct selling business models have and emphasize sales of products products and services. The regulatory requirements concerning direct selling programs do not include “bright line” rules and are inherently fact-based and,fact-based, thus, we are subject to the risk that these regulations or the enforcement or interpretation of these regulations by regulators or courts can change. The adoption of new regulations, or changes in the interpretations or enforcement of existing regulations, may result in significant compliance costs or require us to change or cease aspects of our network marketing program. In addition, the ambiguity surrounding these regulations can also affect the public perception of our business. In the normal course of operations, we may periodically receive an inquiry from a foreign regulator relative to matters of this nature, however, to our knowledge we are not under formal investigation relative to the practices of our direct selling network activities in any foreign country.

We have recently had to respondsettle to allegationsclaims from Canadian Securities regulators that our iGeniusdirect selling business unit engaged in unlicensed regulated regulated securities activities;activities. Our business could be negatively affected if we are required to defend similar allegations from securities regulators regulators in the United States or in other foreign countries in which we do business.

From time to time, we receive notices or formal actions from foreign or domestic regulatory authorities or administrative agencies, which assert assert that certain activities of our iGeniusdirect selling business constitute unlicensed activities as an unregistered securities dealer or advisor under local laws. However, we do not believe that our iGeniusdirect selling business unit violates any such lawslaws, as we believe we are merely a provider of financial education and related tools that access information that is available publicly or without a licensing requirement, or that that, through affinity programsprograms, provide access to lawful services or products offered by third parties parties, neither owned or operated by iGenius. us. When we are confronted with such allegations, we may either elect to challenge the legal basis thereof when we believe it is appropriate or economically compelling, or in the instances in which the financial impact of the relief sought is de minimis, we may elect to settle with any such regulator, often without admitting any violation of law. Towards that end, we have recently been the target of regulatory scrutiny by securities regulators in Canada. During 2024, we received a letter of inquiry from the Ontario Securities Commission (“OSC”) in which they questioned whether iGeniusour direct selling unit was engaged in securities activities without being registered under their securities act. Specifically, the OSC identified concerns that our iGeniusdirect selling unit was selling ndau –ndau, which they considered an investment contract – and also noted that they had concerns about certain third-party product offerings and access to market experts that were made available to iGeniuscustomers customers.of that unit. Even Even though we believe that our iGeniusdirect selling business fully complies with all applicable securities laws, due to the immaterial scope and and scale of our operations in Ontario, Canada, we elected to settle the matter with the OSC without the need to engage in a protracted and costly legal dispute. Rather, we agreed with the OSC to conclude the inquiry by implementing a geoblock throughout Ontario such that no Ontario-based customers would be able to access any of the disputed product offerings.

Later in 2024, we and one of our independent distributors received an enforcement action from the financial regulators in Quebec, Canada, known as the Autorité des marchés financiers (the “AMF”), in which they challenged certain inappropriatemarketing marketingcommunications communicationsmade by this particular distributor that they characterized as “inappropriate” made by this particular distributor,, and as wellwell, alleged that iGeniusour direct selling unit was inappropriately engaging in regulated securities activity without being appropriately registered to do so in Quebec. In discussions with the AMF, it became clear that the focus of their inquiry was on certain “touting” of financial results by this particular distributordistributor, which we concluded was unauthorized and in violation of our own internal policiespolicies, and we terminated the distributor. As well, the AMF raisedasserted concernsthat aboutour direct selling unit acted in contravention of securities regulations that require registration to effectuate the sale of securities in Quebec, by failing to register with the AMF while enabling its members to gain access to certain third-party “robotic” trading platformsplatforms, even though that wereunit, madeamong availableothers: (a) derives no direct financial benefit from these introductions; and (b) has no involvement with the provision of services by the third-party to iGenius customers through third-party products that iGenius makes available towhom its subscribers.members are introduced. Even though we believe that our iGeniusdirect selling business unit fully complies with all applicable securities laws, due to the immaterial scope and scale of our operations in Quebec, Canada, we electedhave toentered engageinto ina settlement discussions with the AMF without the need to engage in a protracted and costly legal dispute. In addition to the termination of our distributor, we have reached a tentative understanding in principleagreement with the AMF by which we offered to institute in Quebecresolve the samematter. typeIn ofthe geoblocksettlement agreement, that we implemented in Ontario, as well as agreed to pay a CAD $15,000 fine.administrative penalty, institute an online geoblock throughout Canada preventing customer access to certain third-party providers of robotic trading platforms, and accepted the AMF’s position that our direct selling unit introduced its members to third-party software providers without being registered with the AMF in contravention of Section 148 of the Quebec Securities Act. The partiesFinancial areMarkets negotiatingAdministrative Tribunal approved the termssettlement agreement in an order dated August 28, 2025. The AMF’s case against a former distributor of aour writtendirect settlement agreement,selling and the agreementunit is stillongoing subjectwith tono AMFimpact approval.on us.

Our independent distributors are independent contractors and, accordingly, we are not able to directlycannot provide the same oversight and direction as we could if they were our employees. As a result, we have implemented compliance measures that are designed to train our distributors and attempt to monitor our distributors’ use of marketing materials that are in compliance with FTC and other legal standards. Despite our compliance initiativesinitiatives, we cannot always ensure that our independent distributors will comply with applicable laws or regulations, our distributor policies and procedures, or that such marketing materials or other distributor practices comply with applicable laws, rules, and regulations. It is possible that a court or governmental agency could hold us liable for the actions of our distributors, which could materially harm our business, financial condition, and operating results.

Extensive federal, state, local, and international laws regulate our business, productsproducts, and direct selling activities. In addition, because we have expanded into foreign countries, our policies and procedures for our independent distributors differ slightly in some countries due to the different legal requirements of each country in which we do business.

Through our iGenius membership program and our now discontinuednow-discontinued Apex sale and leaseback program, our members gained access to a variety of benefits provided provided through third partythird-party partnerships and affinity arrangements, including products and services provided by third partythird-party investment professionals professionals and access to a proprietary digital currency called “ndau” (which was discontinued during August 2023). We cannot ensure that such third-party providers will comply with their contractual requirements to our members or with applicable laws, rules, and regulations. Any significant failures by them could cause us to incur losses and could harm our reputation.

The Bitcoin industry has historically been subject to various risks relating to Bitcoin, as an asset, which have adversely affected the market price of Bitcoin. Ownership of Bitcoin has, historically, been concentrated in a relatively small number of persons or entities that, collectively, hold a significant number of Bitcoin (referred to as “whales” in the Bitcoin industry). While ownership of Bitcoin has diversified significantly in recent years, whales continue to exist whose market activity (e.g., sales of large numbers of Bitcoin) could have an adverse effect on the demand for, and market price of Bitcoin, which could have an adverse effect on our business and results of operation. Further, while larger, increasingly regulated exchanges with greater transparency and oversight have begun to proliferate, the Bitcoin economy remains nascent and largely opaque. The venues for Bitcoin transactions may experience greater operational problems and be exposed to a greater risk of facilitating unethical, fraudulentfraudulent, or illicit transactions (such as “wash trading”), than traditional financial markets and securities exchanges. Digital asset trading platforms may also be susceptible to “front-running” activity, which is the process by which someone uses technology or market advantage to obtain prior knowledge of upcoming transactionstransactions, allowing bad actors to take advantage of forthcoming price movement and make economic gains at the cost of those who introduced the transactions. Front-running is a frequent activity on centralized and decentralized digital asset trading platforms. Further, venues for Bitcoin transactions do not typically make complete information regarding their ownership structure, management teams, corporate practices, and regulatory compliance available to the public, who are, therefore, unable to verify the impartiality of such venues in respect of the Bitcoin transactions they facilitate. As a result of such lack of regulation and transparency, as well as the risk posed by Bitcoin whales, wash trading and front-running, the public may lose confidence in Bitcoin transactions and the price integrity of the digital asset, which could adversely affect the market price of Bitcoin, perhaps materially, which would have an adverse impact on our business and results of operations.

Digital assets such as Bitcoin, that may be used, among other things, to buy and sell goods and servicesservices, are a new and rapidly evolving industry of which the digital asset networks are prominent, but not unique, parts. The growth of the digital asset industry in general, and the digital asset networks of Bitcoin in particular, are subject to a high degree of uncertainty. The factors affecting the further development of the digital asset industry, as well as the digital asset networks, include:

As the number of Bitcoin block subsidy rewards for solving a block in a blockchain continuecontinues to reduce in half approximately every 4 years, transaction fees have increasingly been used to incentivize miners to continue to contribute to the Bitcoin network. However, high Bitcoin transaction fees may slow the adoption of Bitcoin as a means of payment, which may decrease demand for Bitcoin and future prices of Bitcoin may suffer as a result. If Bitcoin prices are not sufficiently high, our mining revenue may not exceed our associated costs, and our results of operations and financial condition may suffer. Further, because the price of shares of our common stock may be linked to the price of Bitcoin, if demand for Bitcoin decreases, causing future Bitcoin prices to decrease, the market price of our securities may be materially and adversely affected, limiting our ability to raise additional capital to fund our strategic growth plans.

We operate in a highly competitive marketmarket, and if we fail to grow our hash rate,rate in a cost-effective manner, we may be unable to compete.

Generally, a Bitcoin miner’s chance of solving a block on the Bitcoin blockchain and earning a Bitcoin reward is a function of the miner’s miner’s hash rate, relative to the global network hash rate. As greater adoption of Bitcoin occurs, we expect that the demand for Bitcoin will continue to increase, drawing more mining companies into the industry and thereby increasing the global network hash rate. As new and more powerful miners are deployed, the global network hash rate will continue to increase, meaning a Bitcoin miner’s chance of earning Bitcoin rewards will decline unless it deploys additional hash rate at the same pace withas the industry. Accordingly, to compete in this highly competitive industry, we believe we will need to continue to acquire new more effective and energy-efficient miners, both to replace those lost to ordinary wear-and-tear and other damage, and to increase our hash rate to keep up with a growing global network hash rate.

These new miners are highly specialized servers that are difficult to produce at scale. As a result, there are limited producers capable of supplying large numbers of sufficiently effective miners, and, as demand for new miners has increased, and will likely continue to increase,increase in response to increased Bitcoin prices, we have observed that the price of these new miners has also increased. If we are unable to acquire enough new miners or otherwise access sufficient capital to fund acquisitions to grow our hash rate, our results of operations and financial condition could be adversely affected, as could investments in our securities.

Bitcoin is subject to Halving, which is the process by which the Bitcoin reward for solving a block is reduced by 50% for every 210,000 blocks that are solved. This Halving occurs approximately every 4 years and means that the amount of Bitcoin we (or any other miner) are rewarded for solving a block in the Blockchain is permanently cut in half. For example, the last Halving occurred in April 2024, with a revised payout of 3.125 Bitcoin per block solved, down from the previous reward rate of 6.25 Bitcoin per block solved. There can be no assurance that the price of Bitcoin will sufficiently increase to justify the increasingly high costs of mining for BitcoinBitcoin, given the Halving feature. If a corresponding and proportionate increase in the trading price of Bitcoin does not follow these anticipated Halving events, the revenue we earn from our mining operations would see a corresponding decrease, which would have a material adverse effect on our business and operations. To illustrate, even if the price of Bitcoin remains at its price as of today, all other factors being equal (including the same number of miners and a stable hash rate), our revenue would decrease substantially upon the next Halving.

We operate a diversified financialseries technology services company offering multipleof business units across key sectors, including a financialdirect-to-consumer (“DTC”) marketing platform designed to promote, sell, and distribute its education division offering tools, products and contentservices through a global network of independent distributors directly to end users without reliance on traditional retail intermediaries; a manufacturingmanufacturing, marketing, and sales division focused on proprietary over-the-counter aesthetics, health, nutrition and cognitive wellness products for distribution across wholesale and retail markets, withmarkets strategicthrough plansour forDTC globalmarketing expansionplatform and otherwise; an early-stage online trading platform that intends to offer self-directed retail brokerage services; and a business unit that owns and operates a sustainable blockchain business focused on bitcoin mining.

We have attempted to repurchase shares privately, when the circumstances arise,privately as an opportunistic way to use our existing cash resources strategically to add shareholder value by significantly reducing our outstanding capitalization at a discounted pricediscount to theprevailing market. market prices. These opportunities have arisen for us on threetwo occasions. First, on September 29, 2023, we purchased for surrender in a series of private transactions, an aggregate of 302,919,223 shares of the Company’s common stock from two of our former Directors and executive officers, and a series of their family members and related entities. The shares were purchased for an aggregate consideration of $2,922,380, equating to a price of $0.00964739 per share;share, representing a discount of approximately 52.5% to the average market price at the time of closing. One-eighth of the purchase price was paid within seven (7) days of the closing, with the balance payable in a series of equal quarterly payments over seven (7) consecutive quarters thereafter. See Item 13 of this Form 10-K for additional details on the transaction.

Next, further private purchases were effectuated on February 7, 2024, when we repurchased for surrender and cancellation in a private transaction an aggregate of 472,374,710 shares of the Company’s common stock from Ryan Smith and Chad Miller and certain of their respective affiliates and family members. These shares were purchased for an aggregate purchase price of $3,571,146, equating to a price of $0.007559985 per share;share, representing a discount of approximately 57.6% to the average market price at the time of the closing. One-eighth of the purchase price was paid within seven seven (7) days of the closing, with the balance payable in a series of equal quarterly payments over seven (7) consecutive quarters thereafter. See Item 13 of this Form 10-K for additional details on the transaction.

Acquisition of the Business of Opencash

Acquisition of the Business of Renu

On October 11, 2024, we acquired substantially all of the business and assets of Renu Labs. The total purchase price of Renu Labs was $1,780,000. As part of this acquisition, we also issued 5,000,0000 stock options to the principal of Renu Labs,Labs. whichThese options are scheduled to vest in equal amounts over a five-year period, atdependent upon the continued employment of this principal, an exercise price of $0.05 per share with and subject to a ten-year life.

During November 2021, we received a subpoena from the United States Securities and Exchange Commission (“SEC”) for the production of documents. The SEC order, the factual and legal findings of which we neither admit nor deny, relates to a program developed by prior management involving the sale/leaseback of high-performance server equipment primarily used for bitcoin mining to investors from July 2019 through June 2020. On January 17, 2025, we entered into a settlement with the SEC to resolve the inquiry. In its settlement order, the SEC concluded that the interests of the Company offered in connection with the program were unregistered investment contracts sold in violation of Sections 5(a) and 5(c) of the Securities Act of 1933, as amended. On January 17, 2025, we reached an agreement and entered into a settlement with the SEC to resolve the inquiry. As part of the settlement, we agreed to pay the SEC a penalty of $375,000 and to cease and desist from continuing any further violations of Sections 5(a) and 5(c) of the Securities Act of 1933, as amended.

On or about February 28, 2025, the Company and DBR Capital entered into an amendment to the Securities Purchase Agreement (the “Amendment”), approved by the disinterested members of the Company’s Board of Directors. Pursuant to the Amendment, DBR has been givenhad until August 31,202531, 2025 to lend to the Company a minimum of $2.0 million,million at a reduced interest rate of 18.75% per annum (from 38.5%), and until December 31, 2026 to lend to the Company the balance of up to $5.7 million.million Theat Amendmenta alsofurther substantially reduces the reduced interest rate for the first $2 million that may be advanced by DBR Capital from 38.5% to 18.75% per annum, and further substantially reduces the interest rate toof 10% per annum (also from 38.5%). forDBR anyCapital amountselected not to proceed with the note financing at August 31, loaned in excess of $2 million.2025.

Announcement of Stock Repurchase Program

On March 6, 2025, the Board of Directors authorized a stock repurchase program that will allow the Company to repurchase up to $1,000,000 in aggregate value of shares of the Company’s common stock, par value $0.001 per share,stock through March 6, 2026. AsDuring the year ended December 31, 2025, 12,489,710 shares were repurchased for $246,898. The stock repurchase program was extended to cover the repurchase of shares of the dateCompany’s common of thisstock filing,through 705,890March shares31, have been repurchased for $16,618. These shares are being held by the Company in Treasury.2027.

Total revenue, net, decreased $15,538,900,$16,126,302, or 23%, 31%, from $67,920,871$52,381,971 for the year ended December 31, 2023,2024, to $52,381,971$36,255,669 for the year ended December 31, 2024.2025. The decreases of $9.0$17.8 million, $6.2 million, million and $513$1.9 thousandmillion pertain to a contraction in our membership revenue, mining revenue,revenue and cryptocurrencymining revenue, respectively. TheMembership $9.0revenue decreased by $17.8 million (16%38%), decreaseprimarily indue membership revenue was largely attributable to a combination of shiftschanges in consumer spending behavior and demandcontinued followingmacroeconomic thepressures COVID-19affecting pandemicdiscretionary spending. asThese individualsconditions re-evaluatedcontributed theirto spending priorities, lifestyle habits, and engagement preferences, as well asa broader global macroeconomic changes that have caused a general slowdown in the direct sales and home-based business.business Thissector, trendwhich reflectsnegatively broader market changesimpacted participation and has impacted overall participation and retention rates. The $6.1$1.9 million (54%36%) decrease in mining revenue was a result of a full year of “Bitcoin Halving” which occurred on April 19th, 2024, decreasing the reward to 3.125 Bitcoin per block solved from the previous reward rate of 6.25 Bitcoin per block solved, an increase in Bitcoin Network Difficulty and a mandated power curtailment enforced by the government-controlled utility utility companies in Northern Europe, partially offset by an increase in the price of Bitcoin; and the $513 thousand decrease in cryptocurrency revenue was due to the discontinuation of our distribution of NDAU during the year ended December 31, 2023.Bitcoin. These decreases were offset by a $111$3.5 thousandmillion increase in health and wellness product sales which can be explained by the purchase of the business and assetsa of Renu$63 Laboratories,thousand Inc.increase in Octoberother 2024.revenue.

We recorded other incomeexpense of $390,637$707,178 for the year ended December 31, 2024,2025, which was a decrease of $14,765,$1,097,815, or 4%,281%, from the prior year year other income of $405,402.$390,637. The change is due to a realized gain on cryptocurrency in the current period of $452$120 thousand compared to a realized gain of $255$452 thousand in the prior year andyear, an increaseunrealized inloss otheron incomecryptocurrency in the current period of $178$591 thousand thousand,compared asto weno recognized moreunrealized interestgain incomeor loss in the currentprior periodyear due to ourthe cashCompany’s balancesadoption beingof heldASU No. 2023-08, as shown in NOTE 5 of the financial statements included in higherthis interest-bearingfiling, accounts, as compared tofor the equivalent prior year period, and as a result of an increase in ticket sales from certain promotional events iGenius held during the years ended December 31, 20242025, effective as of January 1, 2025, and 2023.a decrease in other income of $462 thousand due to a decrease in bank interest earned. These increasesdecreases were offset by athe amount lossof onthe settlementfine incurred in the currentprior year for the January 17, 2025 settlement with the SEC to resolve the SEC inquiry previously disclosed by the Company in November 2021.SEC.

During 2024,2024 and 2025, we experienced a material contraction in the revenues generated by our FinancialDTC Education and Technology,marketing and our Blockchain Technology and and Crypto Mining Products and Services,Services business units. In the case of our FinancialDTC Education and Technology businessmarketing unit, the contraction was largely attributable to a combination of shifts in consumer behavior and demand following the COVID-19 pandemic as individuals re-evaluated their spending priorities, lifestyle habits, and engagement preferences, as well as broader global macroeconomic changes that have caused a general slowdown in the direct sales and home-based business industry. In the case of our Blockchain Technology and Crypto Mining Products and and Services business unit, the contraction was largely attributable to a combination of the “Bitcoin Halving” which occurred on April 19th, 2024, decreasing the reward to 3.125 Bitcoin per block solved from the previous reward rate of 6.25 Bitcoin per block solved, an increase in Bitcoin Network Difficulty and a mandated power curtailment enforced by the government-controlled utility companies in Northern Europe, partially offset by an increase in the price of Bitcoin. AsWhile wethere haveis seena nopossibility materialthat changethe during2024 and 2025 intrend towards thedecreasing underlying macroeconomicrevenues conditionswill that caused these contractionscontinue in 2024,2026, we have reason to believe that trendsthe Company can start to grow its revenues in 2026 as we have started to redirect the focus of our direct marketing business on the sales and marketing of new health and wellness products, as we experiencedstart into 2024experience willsome likely continueof inthe 2025. Against these headwinds, in 2025,growth we believeexpected thatfrom our health and wellness business unit, as a new arrangement with our energy vendor may enable us to generate profits within our Bitcoin Mining business unit, provided the price of bitcoin stabilizes at increased levels as certain industry sources predict, and as we start to commercialize our Opencash business,business. andDespite asour weexpectations, startthere can tobe experienceno someassurances ofthat theour growth we expect from our health and wellness business unit, we may start to experience revenue growth that was not available during 2024, although we do not expect that these possible lines of growthassumptions will inbe the short-term suffice to offset the contraction in revenue we experience during 2024.met. We have otherwise sought to identify in our Risk factors discussion and elsewhere in this Annual Report on Form 10-K, what we believe to be the most significant risks to our business, but we cannot predict whether, or or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors Investors should carefully consider all such risk factors before making an investment decision with respect to our common stock.

At December 31, 2024,2025, we had related party debt of approximately $2.7$3.0 million and debt of approximately $520 thousand.million.

Included in the Apex sale and leaseback program that was discontinued in 2021, was a “guaranteed assets buy-back product” underwritten, administeredadministered, managed and managedpurportedly reinsured by a third-party provider, Total Protection Plus (“TPP”), which was intended to provide customers who participated in the Apex sale and leaseback program with a financial protection program (the “TPP Program”), under which customers, provided they complied with certain TPP required claims procedures, could elect to collect a cash payout in either a five-or-ten year interval after their initial purchase. As part of their sales and marketing materials, TPP represented that they were a purported affiliate of a well-known global insurance brokerage firmfirm, and that through existing resources and reinsurance arrangements that were in place, they and their reinsurer had sufficient capital resources, reservesreserves, and liquidity to support any payouts needed to satisfy their obligations under the TPP Program. TPP was paid substantial premiums for the program. In most instances, the premium for the TPP program was included in the package price for the Apex program, at no additional cost to the customer.

Separately, iGeniusother memberscustomers of ours who purchased ndau from the Company through an Oneiro sponsored ndau distribution program, were also given the opportunity to participate in a TPP Program similar to the program offered to our Apex customers; which in this case was intended to provide customers who purchased ndau with a financial protection program under which such customers, provided they complied with certain certain TPP required claims procedures, could elect to collect a cash payout in either a five- or ten-year interval after their initial purchase. Participation in this program was also in reliance on sales and marketing materials by which TPP represented that they were a purported affiliate of a well-known global insurance brokerage firmfirm, and that through existing resources and reinsurance arrangements that were in place, they and their reinsurer had sufficient capital resources, reservesreserves, and liquidity to support any pay-outs needed to satisfy their obligations under the TPP Program. Prior to terminating the distribution of ndau induring August 2023, we distributed over $16.6 million in ndau to our memberscustomers purportedlyin our belief that such purchases were supported by the TPP Program. As in the same case as had been done with respect to the Apex customers, TPP was paid substantial premiums for the program, andwith those premiums were included in the purchase price for the ndau program, at no additional cost to the customer.

During the fourth calendar quarter of 2021, we suspended any further offering of the TPP Program in connection with the sale of ndau after TPP TPP was unable to comply with our vendor compliance protocols, having cited certain offshore confidentiality entitlements by which it was unwilling to provide evidence of its financial support arrangements. That suspension has remained in place as we have been unable unable to further validate the continued integrity of the TPP Program and the vendor’s ability to honor its commitments to our members customers; despite the payment of over $6 million to TPP to secure the benefits of the TPP Program. Our level of concern over the viability of the TPP Program has recently increased materially aswhen in 2025 we have comecame to learn that: (i) certain of our customers have had been unable to reach TPP in order to process claims for their 5-year promised returns; (ii) certain customers have informed us that the TPP website hashad been inoperative and customers havehad been unable to process their claims; and (iii) an email communication purportedly from TPP, or an affiliate thereof, has had been received by certain of customers in which the sender asserts that the obligations of TPP under the TPP Program were (unbeknownst to us and our customers) purportedly dependent on the financial wherewithal of another heretofore undisclosed TPP affiliate, that the email claims now hashad no ability to satisfy the commitments originally made by TPP. Our concern over the viability of the TPP program has recently been further validated as we have received information in connection with our litigation efforts (as discussed below) that suggests that the TPP Program was dependent upon reinsurance commitments, which were, in turn, dependent upon the reinsurer’s receipt of annual installment payments from TPP, who purportedly failed to make these payments. Even though our investigation of the matter hasn’t concluded, these preliminary findings appear to support our concerns over the viability of the TPP Program.

To respond to these concerns, and in part, in an effort to advance the interests of our customers, on March 28, 2025, we commenced an action in equity against Total Protection Plus, UIU Holdings LLC, Jason R. Anderson, Jacob S. Anderson, and Schad E. Brannon (collectively, “TPP”), in the Court of Chancery of the State of Delaware captioned Investview et al., v. UIU Holdings, LLC et al., seeking to, among other things, compel TPP to fulfill the commitments that were made to the Company’s customers under the TPP Program. In response, the Defendants filed various motions to dismiss, making both procedural and substantive challenges to the allegations made in the Complaint. The Company opposed those motions, and after a hearing before the Chancery Court, in a letter opinion dated November 21, 2025, the Chancery Court (which is a court of equity) ruled that it lacked subject matter jurisdiction over the Company’s claims because, among others: (i) it is a court of equity and the claims asserted by the Company were not purely equitable in nature; and (ii) a suit for money damages would provide the Company an adequate remedy at law. The Court dismissed the Complaint on these procedural grounds with leave to transfer the case to Delaware Superior Court, which does not have the same limited jurisdiction that exists in Chancery Court. At no point did the Chancery Court address or rule on the substance of our claims against TPP.

WeDespite our efforts in court, we cannot ensure that TPP will comply with its contractual commitments to our customers, in which case these customers may not be able to realize the cash payouts promised by TPP,TPP; despite the substantial payments made to TPP to secure the promised benefits of of the TPP Program. As the direct responsibility for compliance with the TPP Program resides with TPP; particularly as the program was underwritten, managedmanaged, administered, and administeredpurportedly reinsured by TPP as an independent third-party vendor (and with respect to ndau, the underlying ndau was developed and marketed by an additional third-party vendor), and in recognition of the customers’ acceptance of their participation in the program, we do not believe that we have any legal responsibility to cover any potential claims of customers who participated in the TPP Program. There is, however, a risk that any failure of TPP to perform its obligations to our customers could expose us to commercial claims of dissatisfied customers, regardless of the legal foundation associated therewith. The possible assertion of those claimsclaims, regardless of the underlying substance of the claims, could have an adverse effect on our business, financial condition, and and operating results.

We account for our cryptocurrencies and intangible assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 350-30, General Intangibles Other Than Goodwill, and ASC Subtopic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets.Assets (“ASC 350-30”). ASC Subtopic 350-30, which350-30 requires assets to be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably reliably measurable. Our cryptocurrencies are deemed to have an indefinite useful life; therefore, amounts are not amortized, but rather are assessed for impairment as further discussed in our impairment policy. Under ASC Subtopic 350-30 any intangible asset with a useful life is required to be amortized over that life and the useful life is to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs of internally developing, maintaining, or restoring intangible assets are recognized as an expense when incurred.

We accounthave for the impairment of our long-lived assets in accordance withadopted ASC Subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Companyus be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or when the historical cost carrying value of an asset may no longer be appropriate. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period.

During the year ended December 31, 2025, intangible assets were impaired $29,511. The impairment was due to the Company no longer pursuing certain domain names. During the year ended December 31, 2024, data processing equipment which is our bitcoin miners were impaired $1,771,891. The impairment was due to the carrying value of our data processing equipment exceeding its fair value which was determined using the price that similar equipment would sell for in the open market. During the year ended December 31, 2023, no impairment was recorded.

Most of our revenue of our direct selling business unit is generated by membership sales and payment is received at the time of purchase. We recognize membership revenue in accordance with ASC Subtopic 606-10, Revenue from Contracts with Customers (“ASC 606-10 ”), where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to provide our tools, products, and content over a fixed membership period; therefore, we recognize revenue ratably over the membership period and deferred revenue is recorded for the portion of the membership period subsequent to each reporting date. Additionally, we offer a designated trial period to first-time membership customers, during which a full refund can be requested if a customer does not wish to continue with the membership. Revenues are deferred during the trial period as collection is not probable until that time has passed. Revenues are presented net of refunds, sales incentives, credits, and known and estimated credit card chargebacks. As of December 31, 20242025 and 2023,2024, our deferred revenues for membership revenue were $1,905,734 $821,903 and $2,703,398,$1,905,734, respectively.

Providing computing power to solve complex cryptographic algorithms in support of the Bitcoin blockchain (in a process known as “solving a block”) is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contractscontract with the mining pool operator. The transaction consideration the Company receives is net of a contractually agreed upon mining pool operator fee charged and kept by the mining pool operator and is noncash, in the form of Bitcoin. Given that the contract is continuously renewing, and the duration is considered to be less than 24 hours, the Company measures the transaction consideration at fair value on the date Bitcoin is received. The consideration is variable. The amount of consideration recognized is constrained to the amount of consideration received, which is when it is probable a significant reversal will not occur. There is no significant financing component or risk of a significant revenue reversal in these transactions due to the performance obligations and settlement of the transactions being on a daily basis.

Through our wholly owned subsidiary, Renu Laboratories LLC, we generate revenue by manufacturing and selling health, beautybeauty, and wellness products. We recognize health and wellness product sales revenue in accordance with ASC 606-10. The Company’s performance obligation is complete when control of the promised goods is transferred to a customer, at which time the Company recognizes revenue in an amount that reflects the consideration the Company expects to receive in exchange for those goods. The Company terms for the sale are based on free on board (FOB) shipping point, where the control passes to the customer once the product leaves our warehouse. The Company determines collectability by requiring certain customers to pay before control is transferred and by performing ongoing credit evaluations and monitoring customer accounts receivable balances. As of December 31, 2025, and December 31, 2024, deposits collected from customers for orders to be filled at a future date were $1,014,164. $108,061 and $1,014,164, respectively, which are recorded as deferred revenue in the Consolidated Balance Sheets.

Shipping and direct costs charged to customers, along with fees collected from customers for storing their products in our warehouse facility located in Warminster, Pennsylvania,Pennsylvania are included in revenue as Other Revenue. Shipping and direct costs incurred by the Company are included included in Cost of Sales and Service.

Revenue generated for the year ended December 31, 20242025, was as follows:

All statements in this Report that are not based on historical fact are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies, and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “should,” “could,” “seek,” “intend,” “plan,” “goal,” “estimate,” “anticipate” or other comparable terms. These forward-looking statements are based on management’s current beliefs and assumptions and information currently available to management and involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements. Our forward-looking statements expect that we will be able to expand the scope and scale of our Conectiv network, despite the reductions in revenue experienced by this business segment during 2025, and followed by the more significant contraction in the business that occurred during Q1 and Q2 of 2026. These expectations assume that our recent Q1 2026 onboarding of certain other direct selling networks will result in material additional sales growth, even though no such sales growth was experienced during Q 2 of 2026, nor can such sales growth be assured as these other direct selling networks that we onboarded consist solely of independent distributors who are not contractually or otherwise required to sell any Conectiv products or services. Our forward-looking statements also assume that we may be able to monetize certain of our private investment units at a profit, even though we have neither secured the formal written consent of our SPV sponsor to that effect; neither have we secured any formal commitment for the purchase of those units. Growth is also expected from our Manufacturing and Development of Health, Beauty and Wellness Products Segment, as we continue to seek out and onboard additional products for sale, even though we have over time experienced reduction in sales of that business unit and have no customer or other sales commitments upon which to base that expectation. Our forward-looking statements also expect that we will ultimately be able to develop retail brokerage operations at Opencash, although itwe have previously forecasted the commencement of operations and that unit is currentlystill in the pre-revenue and early stage of its operations. We plan to do this by, among others, investing investing the funds we believe are necessary to develop the infrastructure necessary to achieve retail operations. This includes, among others, others, the onboarding of customer support personnel and software developers, the development and implementation of a marketing strategy, the the securing of necessary securities clearing arrangements, and the continued development of the online Opencash trading platform and completing completing its integration with the proprietary algorithmic trading platform we acquired in September 2021. Despite our best efforts, there can be no assurance that we will be able to achieve these objectives on a timely basis, if at all, as the development of an early-stage securities securities brokerage business involves inherent regulatory and operational risks and uncertainties, including the uncertain ability of us to integrate the Opencash investment platform application with the proprietary algorithmic trading platform we acquired in September 2021, particularly as the platform we acquired in 2021 has not been placed in commercial service since 2021; thus, any such integration could be subject to IT-related and commercial risks. Furthermore, all of our forward-looking statements presume that we will be able to continue to operate as a going concern in the long-term. As noted in our Quarterly Report on Form 10-Q for the period ended MarchJune 31, 30, 2026, should we be unable to monetize all or a portion of our private investments at the amounts we believe are reflective of market value, and should our strategic initiatives fail within the immediate term to mitigate our losses from operations or otherwise achieve their targeted objectives, then in the absence of our ability to access additional debt or equity capital, our ability to sustain our operations in the long-term as a a going concern may be subject to doubt. More information on potential factors that could affect our financial results is included from time to time in our public reports filed with the U.S. Securities and Exchange Commission, including the Company’s most recent Annual Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. The forward-looking statements made in this release release speak only as of the date of this release, and we assume no obligation to update any such forward-looking statements to reflect actual actual results or changes in expectations, except as otherwise required by law.

We operate a diversified series of business units across key sectors, including a direct-to-consumer (“DTC”) marketing platform designed to promote, sell, and distribute its products and services through a global network of independent distributors directly to end users without reliance on traditional retail intermediaries; a manufacturing, marketing, and sales division focused on proprietary over-the-counter aesthetics, health, nutrition and cognitive wellness products for distribution across wholesale and retail markets through our DTC marketing platform and otherwise; an early-stage online trading platform that intends to offer self-directed retail brokerage services;services. A bitcoin mining business that we previously operated through July 2026, has been terminated and athose businessoperations unitdiscontinued commencing thatthe ownsbeginning andof operatesAugust a sustainable blockchain business focused on bitcoin mining.2026.

Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025

During the three months ended MarchJune 31,30, 2026, our financial results were adversely affected as we experiencedcontinued to experience significant headwinds across virtually all of our operating segments. Most significantly, our DTC marketing platform experienced a year-over-year 65%73% reduction in quarterly revenue, from $8.8 $7.8 million to $3.1$2.1 million, which we believe is directly attributable to a contraction of our European marketing network in response to the December 2025 formal administrative decision issued by UOKiK, Poland’s Office of Competition and Consumer Protection. Our Q1 Q2 2026 results were further impacted by a year-over-year 36% decrease in mining revenue, from $0.9 million $0.6 million, reflecting industry-wide pressure on bitcoin pricing, as accompanied by higher costs of energy production. The results were additionally impacted by a year-over-year82% decrease in Health and Wellness product sales of 26%,sales, from $0.4 $1.3 million to $0.3$0.2 million. Collectively, the decline in business segment revenue contributed to a consolidated net loss from operations of $2.8$2.1 million for the quarter, compared to net lossincome from operations of $0.4 million for the three months ended MarchJune 31,30, 2025.

In response to these trends, during Q4 2025,2025 and Q1 2026, we announced a strategic transition of our direct-to-consumer business unit toward a more diversified operating platform which is expected to integrate our health and wellness and consumer products offerings, with our existing financial education products and services offerings. Concurrent with this transition, we continue to seek growth opportunities. Towards that end,Also, during the fourth quarter of 2025 and subsequent to the close of the firstsecond quarter of 2026, we commenced the expansion of our direct-selling networks through the onboarding of two additional selling networks. WeDespite expectour expectations that these onboardinginitiatives eventswere to offer the potentialexpected to expand our global distributor network, diversify our revenue base, and supplement the network capacity and revenue streams adverselystreams, impactedno such expansion or improvement in recentour quarters.operations has, thus far, occurred in 2026.

In addition, in response to the UOKiK decision, we continue to take active steps to address the findings, including appealing the decision and continuing our operations in Poland, as we remainsremain committed to operating in Poland in full compliance with applicable laws. Based on our analysis of the applicable legal standards and our review of sales activity within Poland, in which the predominant portion of revenue is derived from membership sales driven by our members, we believe that the Conectiv direct selling business operating within Poland complies with all applicable legal standards, and we will continue to challenge the conclusions reached by UOKiK to the extent permitted within the Polish legal system.

Operating costs decreased $3,760,921$4,228,728 or (36%48%), from $10,443,132$8,761,107 for the three months ended MarchJune 31,30, 2025, to $6,682,211$4,532,379 for the three months ended MarchJune 31,30, 2026. The decrease can be explained by a reduction in commissions of $3.4$2.9 million, which was a result of a decrease in our membership membership revenue, a reduction in generalsalary and administrative expenses of $320 thousand,related, which was a result of decreases in credit card processing fees due to the decreases in our membership revenue, decreases in costs related to our mining operations, a reduction in advertising, selling, and marketing expenses of $78 thousand, which was due to a decrease in costsstock-based associatedcompensation withexpense promotionaldue eventsto iGeniuscertain held duringdirectors and executive officers of the threeCompany’s monthsmanagement endedteam Marchforfeiting unvested 31,stock 2026 and 2025,options, and a decrease of $187$1.0 thousandmillion in cost of sales and service due to decrease in membership revenue, mining revenue,revenue and health and wellness product sales. These decreases were partly offset by an increase in salary and relatedgeneral and professionaladministrative fees.expenses.

We recorded other expense of $1,101,070$912,692 for the three months ended MarchJune 31,30, 2026, which was an increase of $836,297,$1,295,819, or 316%,338%, from the prior prior year’s other expenseincome of $264,773.$383,127. The change is due to an increase in the unrealized loss on digital assets in the current period of $1.1$647 millionthousand compared to a lossgain of $220$399 thousand in the prior year and a realized loss on digital assets in the current period of $25$27 thousand compared to a realized lossgain in the prior year of $13$133 thousand.

During the threesix months ended MarchJune 31,30, 2026, we recorded a net loss from operations of $2,785,965$4,294,329 and a net loss of $3,889,068.$7,103,509. During that period, we were able to meet our short-and long-term working capital and capital expenditure requirements.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations (Regulation S-X) of the Securities and Exchange Commission (the “SEC”) and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the three months ended MarchJune 31,30, 2026, are not necessarily indicative of the operating results that may be expected for our year ending December 31, 2026, as will be included in the filing of our Annual Report on Form 10-K for the year ending December 31, 2026. These unaudited condensed consolidated financial statements should be read in conjunction with the December 31, 2025 consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Most of our revenue is generated by membership sales and payment is received at the time of purchase. In some cases, customers use earned commissions to pay or partially pay for a membership. We recognize membership revenue in accordance with ASC Subtopic 606-10, Revenue Revenue from Contracts with Customers (“ASC 606-10”), where revenue is measured based on a consideration specified in a contract contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to provide our tools, products, and content over a fixed membership period; therefore, we recognize revenue ratably over the membership period and deferred revenue is recorded for the portion of the membership period subsequent to each reporting date. Additionally, we offer a designated trial period to first-time membership customers, during which a full refund can be requested if a customer does not wish to continue with the membership. Revenues are deferred during the trial period as collection is not probable until that time has passed. Revenues are presented net of refunds, sales incentives, credits, and known and estimated credit card chargebacks. As of March 31,June 30, 2026, and December 31, 2025, our deferred revenues for membership revenue were $588,754 $476,622 and $821,903, respectively.

Through our wholly owned subsidiary, Renu Laboratories LLC, we generate revenue by manufacturing and selling health, beautybeauty, and wellness products. We recognize health and wellness product sales revenue in accordance with ASC 606-10. The Company’s performance obligation is complete when control of the promised goods is transferred to a customer, at which time the Company recognizes revenue in an amount that reflects the consideration the Company expects to receive in exchange for those goods. The Company’s terms for the sale are based on free on board (FOB) shipping point, where the control passes to the customer once the product leaves our warehouse. The Company determines collectability collectability by requiring certain customers to pay before control is transferred and by performing ongoing credit evaluations and monitoring customer customer accounts receivable balances. As of MarchJune 31,30, 2026, and December 31, 2025, deposits collected from customers for orders to be filled filled at a future date were $99,421$91,566 and $108,061, respectively, which are recorded as deferred revenue in the Consolidated Balance Sheets.

In January 2026, the Company started selling a proprietary brand of coffee. The Company’s performance obligation is to deliver the coffee to customers. Therefore, revenue is recognized once delivery occurs. Customers remit payment at the time of order placement, therefore payment received by the Company prior to coffee delivery is recorded as deferred revenue. As of MarchJune 31,30, 2026, the Company had $5,006$30,180 of deferred revenue for its coffee sales. Shipping and handling costs that occur are paid by the customer and are recorded as revenue. The Company has a policy to provide a refund on any product returned by the customer.

Revenue generated for the three months ended MarchJune 31,30, 2026, was as follows:

Foreign revenues for the three months ended MarchJune 31,30, 2026 were approximately $1.6$0.9 million while domestic revenue for the three months ended June March 31,30, 2026 was approximately $2.3$1.6 million.

Revenue generated for the three months ended MarchJune 31,30, 2025, was as follows:

Foreign revenues for the three months ended MarchJune 31,30, 20252025, were approximately $7.6$6.7 million while domestic revenue for the three months ended MarchJune 31,30, 2025 was approximately $2.4$2.5 million.