Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
PART III
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
PART IV
Exhibits, Financial Statement Schedules
Form 10-K Summary
Signatures
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K for the year ended December 31, 2025 (the “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations and involve risks and uncertainties that could cause actual results to differ materially. Words such as “anticipate,” “expect,” “intend,” “plan,” and similar expressions identify such statements.
Readers should not place undue reliance on forward-looking statements, which speak only as of the date of this Report. We disclaim any obligation to update such statements except as required by law.
CERTAIN TERMS USED IN THIS REPORT
Unless otherwise indicated, references to “we,” “us,” “our,” or “we” refer to Farmhouse, Inc. throughout this Report.
PART I
ITEM 1. BUSINESS.
Farmhouse, Inc. (the “Company”) is a Nevada corporation that historically engaged in technology development and brand management activities. We currently operate as a public company platform focused on evaluating strategic acquisitions and emerging opportunities, including initiatives in digital assets. While the Company has limited current revenues, it maintains certain licensing activities and continues to evaluate opportunities to develop operating business lines; however, such activities are not currently material and may not generate material revenue in future periods.
We operate through our wholly owned subsidiaries, including Farmhouse Washington, Farmhouse DTLA, Inc., and Farmhouse Treasury LLC (“FT”). Our strategic focus is to identify and complete acquisitions that enhance long-term shareholder value and to reposition the Company toward scalable business opportunities, including through its Farmhouse Treasury division and ongoing evaluation of additional operating businesses.
Digital Asset Treasury Initiative
In September 2025, we organized Farmhouse Treasury LLC (“FT”), a wholly owned Nevada limited liability company, to support our Anti-Debasement Digital Asset Treasury (“DAT”) initiative. FT is a manager-managed entity, with the Company as sole member and our Chief Executive Officer and Chief Technical Officer serving as managers.
FT was established to develop and oversee the Company’s digital asset strategy, including treasury management, custody solutions, and capital allocation in assets aligned with an anti-debasement framework, including Bitcoin and tokenized and physical gold. This initiative is intended to position the Company to participate in the emerging digital asset market while maintaining governance, reporting, and compliance standards consistent with those of a public company.
The Company has established an enterprise custody account with BitGo, which provides institutional-grade custody solutions, including insurance coverage for digital assets held in custody. BitGo has applied for a national trust bank charter with the Office of the Comptroller of the Currency; however, such status has not been finalized as of the date of this Report.
FT is a wholly owned subsidiary and is consolidated in our financial statements. At formation, no capital was contributed and no digital assets were acquired. Accordingly, there was no impact on
the consolidated financial position or results of operations for the year ended December 31, 2025.
FT provides a dedicated structure through which we evaluate and, if appropriate, may implement digital asset-related strategies in a controlled and transparent manner. As of the date of this Report, FT has engaged in preliminary discussions with various counterparties, including cryptocurrency financing and investment platforms, regarding potential structures to execute such strategies. These discussions remain exploratory, and no binding agreements or definitive plans have been established. There can be no assurance that any such strategy will be pursued or that it will generate the anticipated benefits.
Licensing Activities
The Company maintains certain intellectual property licensing activities, including licensing arrangements associated with branded content. These activities have generated limited revenue to date and are not currently material to the Company’s financial condition or results of operations. While management believes there may be opportunities to expand such licensing activities, there can be no assurance that they will result in meaningful or sustained revenue.
Revenues
Revenue is recognized in accordance with ASC 606, including application of the sales-based royalty exception, whereby revenue is recognized when the licensee’s underlying sales occur. For the years ended December 31, 2025 and 2024, the Company generated $623 and $4,154, respectively, from intellectual property licensing agreements.
Employees and Independent Contractors
As of April 15, 2026, we had two full-time executive officers and engaged several independent contractors, including its Chief Financial Officer.
Description of Property
The Company does not maintain physical office facilities. All personnel work remotely. Our mailing address is 548 Market Street, Suite 90355, San Francisco, California 94104, and our telephone number is (888) 420-6856.
The Company operates certain digital and intellectual property assets, including the @420 social media handle, domain names, and trademarks; however, the Company’s strategic transition does not depend on its existing intellectual property portfolio.
Emerging Growth Company
We are an emerging growth company and have elected not to delay the adoption of new accounting standards.
More Information
Our SEC filings are available at www.sec.gov .
ITEM 1A. RISK FACTORS.
As a smaller reporting company, we are not required to provide this information.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2. PROPERTIES.
See “Description of Property” under Item 1.
ITEM 3. LEGAL PROCEEDINGS.
None
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.
Our common stock is quoted on the OTCQB under the symbol “FMHS.” OTC quotations reflect inter-dealer prices without retail mark-up, mark-down, or commissions, and may not necessarily represent actual transactions.
The following table sets forth, for the periods indicated, the high and low closing bid prices per share of our common stock as reported by OTC Markets:
Quarter Ended
Low
High
Mar 31, 2024
Jun 30, 2024
Sep 30, 2024
Dec 31, 2024
Mar 31, 2025
Jun 30, 2025
Sept 30, 2025
Dec 31, 2025
Mar 31, 2026
Our common stock is classified as a “penny stock” under applicable SEC rules, which may adversely affect liquidity and increase transaction costs for investors.
Holders of Common Stock
As of December 31, 2025, we had 18,925,950 shares of common stock outstanding, held by 143 record holders. As of April 15, 2025, we had 19,105,950 shares of common stock outstanding, held by 144 record holders.
Dividends and Share Repurchases
We have not declared or paid dividends and has no plans to do so.
Recent Sales of Unregistered Securities; Uses of Proceeds from Registered Securities
Recent Sales of Unregistered Securities during the year ended December 31, 2025 were as follows:
· On July 16, 2025, 400,000 Restricted Stock Awards (“RSAs”) granted.
· On November 5, 2025, 500,000 restricted shares of common stock to GHS in connection with the GHS Equity Financing Agreement.
· On November 7, 2025, 100,000 shares of common stock to an investor as additional consideration in connection with a financing.
Recent Sales of Unregistered Securities during the year ended December 31, 2024 were as follows:
· May 17, 2024: 340,000 RSAs.
· May 28, 2024: 62,500 shares issued for cash proceeds of $25,000.
· July 6, 2024: 187,500 shares issued to Thrown, LLC.
· September 6, 2024: 10,000 RSAs granted.
Issuer Purchases of Equity Securities
None.
Stock Option Grants
No stock options were granted.
Registration Rights
No registration rights are outstanding.
Stock transfer agent
Our transfer agent is Securities Transfer Corporation, located in Plano, Texas ( www.stctransfer.com ).
ITEM 6. SELECTED FINANCIAL DATA.
As a smaller reporting company, we are not required to provide this information.
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 in conjunction with our audited Consolidated Financial Statements and related notes included in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those expressed or implied in these forward-looking statements due to various factors discussed in this Report and in other filings with the Securities and Exchange Commission.
Farmhouse, Inc. (the “Company”) is a Nevada corporation that historically engaged in technology development and brand management activities. We currently operate as a public company platform focused on evaluating strategic acquisitions and emerging opportunities, including initiatives in digital assets. The Company currently generates minimal revenue and maintains limited licensing activities that are not material. The Company continues to evaluate opportunities to develop operating business lines; however, there can be no assurance that such activities will result in material revenue in future periods.
We operate through our wholly owned subsidiaries, including Farmhouse Washington, Farmhouse DTLA, Inc., and Farmhouse Treasury LLC (“FT”). Our strategic focus is to identify and complete acquisitions that enhance long-term shareholder value and to reposition the Company toward scalable business opportunities, including through our Farmhouse Treasury division and ongoing evaluation of additional operating businesses.
In September 2025, we organized Farmhouse Treasury LLC (“FT”), a wholly owned Nevada limited liability company, to support our Anti-Debasement Digital Asset Treasury (“DAT”) initiative. FT is a manager-managed entity, with the Company as sole member and our Chief Executive Officer and Chief Technical Officer serving as managers.
FT was established to develop and oversee our digital asset strategy, including treasury management, custody solutions, and capital allocation in assets aligned with an anti-debasement framework, including Bitcoin and tokenized and physical gold. This initiative is intended to position the Company to participate in the emerging digital asset market while maintaining governance, reporting, and compliance standards consistent with those of a public company.
The Company has established an enterprise custody account with BitGo, which provides institutional-grade custody solutions, including insurance coverage for digital assets held in custody. BitGo has applied for a national trust bank charter with the Office of the Comptroller of the Currency; however, such status has not been finalized as of the date of this Report.
FT is a wholly owned subsidiary and is consolidated in our financial statements. At formation, no capital was contributed and no digital assets were acquired. Accordingly, there was no impact on our consolidated financial position or results of operations for the year ended December 31, 2025.
FT provides a dedicated structure through which we evaluate and, if appropriate, may implement digital asset-related strategies in a controlled and transparent manner. As of the date of issuance of these financial statements, FT has engaged in preliminary discussions with various counterparties, including cryptocurrency financing and investment platforms, regarding potential structures to execute such strategies. These discussions remain exploratory, and no binding agreements or definitive plans have been established. There can be no assurance that any such strategy will be pursued or that it will generate the anticipated benefits.
Results of Operations
Year Ended December 31, 2025 Compared to Year Ended December 31, 2024
Revenue for the year ended December 31, 2025 was $623, compared to $4,154 for the year ended December 31, 2024. The decrease was primarily due to the loss of a major customer during 2024 and a strategic shift to focus on our digital asset treasury initiative.
Total operating expenses for the year ended December 31, 2025 were $410,940, compared to $410,668 for the year ended December 31, 2024, as shown below:
Year ended December 31,
Accounting and Professional Fees
Wages and Benefits
Consulting Fees
Public Company Related and Filing Fees
Other General and Administrative
Accounting and professional fees increased primarily due to higher audit, tax preparation, and advisory services during 2025 compared to 2024. The decrease in wages and benefits and consulting fees was primarily attributable to the absence of stock-based compensation expense in 2025 compared to 2024.
Public company-related and filing fees decreased compared to the prior year, primarily due to reduced OTC market-related costs following the Company’s change in trading status. Other general and administrative expenses increased modestly, primarily due to costs associated with attending an international Bitcoin conference and other business development activities.
Interest expense increased for the year ended December 31, 2025 to $71,776, compared to $55,954 for 2024. The increase was primarily due to interest accrued on additional borrowings during 2025.
Net loss for the year ended December 31, 2025 was $393,266, compared to $464,343 for 2024. The decrease in net loss was primarily attributable to the gain on extinguishment of debt offset by loss on derivative and abandoned acquisition costs. Additionally, there were lower personnel and consulting costs, partially offset by higher professional fees and interest expense.
In addition to the items discussed above, certain changes in our financial statements were driven by non-cash and non-operating items. During the year ended December 31, 2025, the Company recognized a loss related to the change in fair value of derivative liabilities associated with certain convertible debt instruments, as well as the write-off of previously recorded deposits related to an abandoned acquisition. These items contributed to period-over-period variability in reported results and are not reflective of ongoing operating performance.
Summary
Our results for the year ended December 31, 2025 reflect a continued transition in our business strategy, including the wind-down of legacy licensing activities and a focus on evaluating new strategic opportunities, including our digital asset treasury initiative.
While revenues declined as a result of reduced activity in prior business lines, operating expenses remained relatively consistent as we maintained public company infrastructure and professional
support. Management continues to prioritize cost discipline while evaluating strategic transactions and capital formation opportunities intended to enhance long-term stockholder value.
Critical Accounting Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. One of the Company’s more significant estimates relates to the valuation of derivative liabilities associated with certain convertible debt instruments.
During the year ended December 31, 2025, the Company reassessed the probability of certain contingent conversion features embedded in its convertible notes, including the 2023 and 2025 Series notes. As of December 31, 2024, management had assessed the likelihood of such features being triggered as remote. During 2025, based on changes in facts and circumstances, including the Company’s capital structure and financing activities, management revised this assessment and applied an estimated probability of 10% in its valuation models.
This change in estimate resulted in the recognition of derivative liabilities and corresponding non-cash expense for the year ended December 31, 2025. Actual outcomes could differ from these estimates, and changes in assumptions may result in further adjustments in future periods.
Liquidity and Capital Resources
The following discussion summarizes our liquidity position, working capital needs, and sources of capital as of December 31, 2025 and 2024.
Cash Flow and Working Capital
We had cash and cash equivalents of $14,188 as of December 31, 2025, compared to $413 as of December 31, 2024. Our working capital deficit was $2,215,329 as of December 31, 2025, compared to $2,334,745 as of December 31, 2024.
We continue to experience limited access to capital and expect that additional financing will be necessary to fund our operations. Market conditions for microcap companies remain challenging, making it difficult to secure financing on favorable terms. Our history of operating losses and our working capital deficit raise substantial doubt about our ability to continue as a going concern.
Our capital structure includes convertible debt instruments, certain of which are in default and contain derivative features that may result in additional non-cash expense and dilution.
We have evaluated events and conditions that may mitigate these risks. Our plans to alleviate the conditions giving rise to substantial doubt include seeking additional equity and/or debt financing, renegotiating or restructuring existing debt obligations, and continuing to reduce operating expenditures while focusing resources on initiatives intended to generate future revenues. We are also evaluating strategic transactions and other capital-raising alternatives consistent with our business plan.
Our ability to continue as a going concern is dependent upon our ability to successfully execute these plans. These plans are not wholly within our control, and there can be no assurance that additional financing will be available on acceptable terms, if at all, or that we will be able to generate sufficient cash flows from operations to meet our obligations as they come due.
Cash Flow from Financing Activities
We have historically funded our operations primarily through related party advances, private placements, and the issuance of debt securities. During the year ended December 31, 2025, we completed the following funding transactions:
· Received $50,000 on a convertible note payable from unrelated individual. The note has a stated principal amount of $55,555, reflecting an original issue discount (“OID”), bears interest at 15% per annum (simple interest), and matures on September 7, 2026.
· Received $130,000 on a convertible note payable from unrelated individuals.
· Received $25,000 on a convertible note payable from the spouse of a Company director. This note was issued on the same terms as those offered to unaffiliated investors and was executed on an arm’s length basis.
· Borrowed $12,067 through related party short-term advances.
During the year ended December 31, 2024, we completed the following funding transactions:
· Received $25,000 in proceeds from the sale of common stock;
· Borrowed $35,567 on notes payable from unrelated third parties;
· Borrowed $4,500 from our Chief Executive Officer; and
· Borrowed $41,758 through related party short-term advances.
Reference is made to Notes 5, 6 and 7 in the Consolidated Financial Statements included under Item 8 of this Report. Proceeds from these financings are being used for general corporate purposes, including working capital and operational expenses, and are not expected to materially change our financial condition.
The Company has engaged in transactions with related parties, including the issuance of convertible debt and short-term advances. During the year ended December 31, 2025, the Company received $25,000 in proceeds from a convertible note issued to the spouse of a Company director. This transaction was executed on terms consistent with those offered to unaffiliated investors and was considered to be conducted on an arm’s length basis. The Company also received short-term advances from related parties to support working capital needs.
Management believes that all related party transactions were conducted on terms no less favorable to the Company than could be obtained from unaffiliated third parties. Additional information regarding related party transactions is included in the consolidated financial statements and related notes.
Capital Requirements and Outlook
We expect to require additional financing to support our ongoing operations and strategic growth initiatives. These conditions continue to raise substantial doubt about our ability to continue as a going concern, which is dependent upon obtaining sufficient capital to fund operations and ultimately achieve profitability. We are evaluating various financing alternatives, including potential equity or debt offerings and strategic partnerships. If we are unable to obtain additional financing, we may be required to further curtail or cease operations.
Subsequent Event Financing
On February 18, 2026, we issued a $10,000 convertible promissory note to an investor. The terms of this note are substantially consistent with our existing convertible notes.
On March 13, 2026, we received an advance of $100,000 from an investor in connection with a proposed convertible promissory note financing currently under discussion. Pursuant to an understanding with the investor, the advance is intended to be applied toward the investor’s participation in a larger proposed financing, if consummated. We are currently evaluating a potential financing with the investor of approximately $2.0 million, which may include a combination of cash and non-cash digital asset consideration. In the event the financing is completed, the advance will be credited toward the investor’s subscription in such offering. If the proposed financing is not consummated, the advance will automatically be deemed invested in a convertible promissory note of the Company on terms substantially consistent with our other convertible notes. As of the date of issuance of these consolidated financial statements, the proposed financing has not been finalized, and no assurances can be provided that the transaction will be completed.
Reference is made to Note 13 in the Consolidated Financial Statements included under Item 8 in this Report.
Contractual Obligations
As a smaller reporting company, we are not required to provide this information.
Off Balance Sheet Arrangements
We have no off-balance sheet arrangements material to our financial condition, operations, or liquidity.
Cash and Cash Equivalents
We consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. We had no cash equivalents as of December 31, 2025 and 2024.
Critical Accounting Policies and Estimates
Reference is made to Note 2 in the Consolidated Financial Statements included under Item 8 in this Report.
Recently Adopted Accounting Pronouncements
Reference is made to Note 2 in the Consolidated Financial Statements included under Item 8 in this Report.
