Item 1A. Risk Factors
Our business, financial condition, and results of operations may be adversely affected by a number of factors, including the risk factors and uncertainties described under this Item 1A and elsewhere in this Form 10-K. This is not an exhaustive list, and other factors 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 factors and uncertainties described below, together with the other information contained in this Form 10-K, as well as the risk factors, uncertainties, and other information we disclose in other filings we make with the SEC, before making an investment decision regarding our securities.
Risks Related to our Business Generally
Our growth plan contemplates our ability to create a Brokerage and Financial Markets business; however, this has been delayed for several 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. With our 2024 acquisition of Opencash, a broker-dealer in the pre-revenue and early stages of its operations, we believe we will be able to launch our expansion into the retail brokerage and financial markets industry. However, to do so, we needed 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 platform, 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.
Our business remains heavily impacted by interested party transactions with certain of our officers and directors.
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 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 Mr. Romano, Ms. 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.
On February 7, 2024, 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, 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 (7) days of 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, IFGH, that are in the future redeemable for 565,000,000 of the Company’s common shares, presently representing over 19% of the Company’s current fully 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 $7,700,000 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 had until August 31, 2025 to lend to the Company a minimum of $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 at a further reduced interest rate of 10.0% per annum (also from 38.5%). DBR Capital elected not to proceed with the 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.
We might fail to realize the expected benefits and strategic objectives of our 2021 acquisition of a proprietary trading platform from a business affiliated with two members of the Company’s Board of Directors.
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, IFGH, that are in the future redeemable for 565,000,000 of 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 dealer. We have acquired a broker 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, or competitive position.
Substantially all of our employees are employed by professional employer organizations.
We contract with a professional employer organization, or PEO, to administer our human resources, payroll, and employee benefits 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 Act, 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 law, 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-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 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, and distributors, and our ability to generate revenue. Since our settlement with the SEC, it is our expectation that the unfavorable publicity we experienced in the past will dissipate over time; however, there can be no assurances to that effect.
Cyber-attacks may disrupt our operations and expose us to significant liability .
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 this nature. As we increase in size, we may become a more appealing target of hackers, malware, 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 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.-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 Bitcoin, and our financial condition and results of operations could be materially adversely affected.
We may accept, disburse, and hold cryptocurrency, which may subject us to exchange risk and additional tax and regulatory requirements.
We periodically accept Bitcoin as a form of payment and use it to satisfy liabilities. Cryptocurrency is not considered legal tender or backed by any government and has experienced significant price volatility, technological glitches, and various law enforcement and regulatory interventions. If we fail to comply with regulations or prohibitions applicable to us, we could face regulatory or other enforcement actions and potential fines and other consequences. We also hold cryptocurrencies directly, subjecting us to exchange rate risk as well as the risk that regulatory or other developments and the recent price volatility may adversely affect the value of the cryptocurrencies we hold. The uncertainties regarding legal and regulatory requirements relating to cryptocurrencies or transactions using cryptocurrencies, as well as potential accounting and tax issues or other requirements relating to cryptocurrencies, could have a material adverse effect on our business.
We may not be able to fully protect our proprietary rights, and we may infringe upon the proprietary rights of others, which could result in costly litigation.
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, 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.
Policing unauthorized use of our technology is difficult, and some foreign laws do not provide the same level of protection as U.S. laws. Litigation may be necessary in the future to enforce our intellectual property rights, to protect our trademarks or trade secrets that we may obtain, or to determine the validity and scope of the proprietary rights of others. Such litigation could result in substantial costs and diversion of resources and have a material adverse effect on our future operating results.
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 costly, 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 Conectiv Direct-to-Consumer Marketing Business
We may encounter risks relating to security or other system disruptions and failures that could reduce the attractiveness of our websites, and that could harm our business and results of operations.
Although we have implemented various security mechanisms, our business is vulnerable to computer viruses, physical or electronic break-ins, and similar disruptions, which could lead to interruptions, delays, or loss of data. For instance, because a portion of our revenue is based on individuals using credit cards to purchase memberships over the Internet, our business could be adversely affected by credit card fraud and other electronic break-ins or disruptions. Additionally, our operations depend on our ability to protect systems against damage from fire, earthquakes, power loss, telecommunications failure, and other events beyond our control. Moreover, our website may experience slower response times or other problems for a variety of reasons, including hardware and communication line capacity restraints, software failures, or significant increases in traffic when there have been important business or financial news stories. These strains on our systems could cause customer dissatisfaction and could discourage visitors from becoming paying subscribers. Our websites could experience disruptions or interruptions in service due to the failure or delay in the transmission or receipt of information from us. These types of occurrences could cause users to perceive our website and technology solutions as not functioning properly and cause them to use other methods or services of our competitors. Any disruption resulting from these actions may harm our business and may be expensive to remedy, may not be fully covered by our insurance, could damage our reputation, and discourage new and existing users from using our products and services. Any disruptions could increase costs and make profitability even more difficult to achieve.
We will need to introduce new products and services and enhance existing products and services to remain competitive.
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 product and service offerings. This will involve, among others, the adoption of new internet, networking, telecommunications technologies, 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, introduce, and market enhanced or new products. An inability to develop new products or enhance existing offerings could have a material adverse effect on our profitability.
We rely on external service providers to perform certain key functions.
We rely on a number of external service providers for certain key technology, processing, service, and support functions. External content providers provide us with crypto mining services, financial information, market news, charts, option and stock quotes, research reports, and other fundamental data that we offer to clients. These service providers face technological and operational risks of their own. Any significant failures by them, including improper use or disclosure of our confidential client, employee, or company information, could cause us to incur losses and could harm our reputation.
We cannot assure that any external service providers will be able to continue to provide these services in an efficient, cost-effective manner or that they will be able to adequately expand their services to meet our needs. An interruption in or the cessation of service by any external service provider as a result of systems failures, capacity constraints, financial constraints or problems, unanticipated trading market closures, or for any other reason, and our inability to make alternative arrangements in a smooth and timely manner, if at all, could have a material adverse effect on our business, results of operations, and financial condition.
We could face liability and other costs relating to storage and use of personal information about our users.
Users provide us with personal information, including tax identification numbers, which we do not share without the user’s consent. Despite this policy of obtaining consent, however, if third persons were able to penetrate our network security or otherwise misappropriate our users’ personal information, we could be subject to liability, including claims for unauthorized purchases with credit card information, impersonation or other similar fraud claims, and misuses of personal information, such as for unauthorized marketing purposes. New privacy legislation may further increase this type of liability. Furthermore, we could incur additional expenses if additional regulations regarding the use of personal information were introduced or if federal or state agencies were to investigate our privacy practices. We do not store user credit card information and rely upon our merchant processing partners to collect and store this information with the necessary Payment Card Industry Security Standards compliance in place. However, a breach of the merchant’s security standards could create liability for us.
Our business could be negatively affected if we are required to defend allegations of unfair competition or unfair, false, or deceptive 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, 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. 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 Act, 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.
The Polish Office of Competition and Consumer Protection (“UOKiK”) imposes a substantial fine and a cease-and-desist order, finding that the Company’s direct selling unit violated Polish laws that prohibit pyramid-style promotional schemes.
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 similar to ours and others within the industry, in general, have periodically been the target of regulatory scrutiny by federal, state, and local governmental agencies in the United States and foreign countries, including the FTC. These laws and regulations are generally intended to prevent fraudulent or deceptive schemes, often referred to as “pyramid” schemes, which compensate participants primarily for recruiting additional participants without significant emphasis on product sales, whereas the more successful direct selling business models emphasize sales of products and services. The regulatory requirements concerning direct selling programs do not include “bright line” rules and are inherently 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 have periodically received inquiries from foreign regulators relative to matters of this nature. In that regard, since March 2025 we have been responding to such an inquiry from Poland’s Office of Competition and Consumer Protection (“UOKiK”) in which it, among others, alleged that our direct selling unit is not a bona fide financial education platform and is instead operating a pyramid scheme that is focused more on the recruitment of new members and not the sale or use of the underlying products or services being offered. Based on our analysis of the applicable legal standards and the tracking of our sales within Poland, in which the predominant portion of our sales consists of membership sales driven by our members, we believe that the direct selling business operating within Poland complies with all applicable legal standards, and we disagree with any claims to the contrary. Despite our strong belief in our position, and written submissions to UOKiK to that effect, in December 2025, UOKiK issued a formal administrative decision concluding its investigation of the Company’s direct selling operations in Poland. In its decision, UOKiK determined that certain aspects of our direct selling business model, as conducted in Poland, violate Polish laws relating to unfair commercial practices, including laws prohibiting pyramid-style promotional schemes. The decision imposes an administrative fine of PLN 14,668,589 (approximately USD $4 million) and includes an order requiring the Company to cease and desist the practices described in the decision. Under the terms of the decision, enforcement of the fine and cease and desist components thereof is not final and is subject to the conclusion of any appeal to the competent Polish court.
The Company does not agree with the conclusions set forth in the decision based upon its interpretation of Polish law as applied to the manner in which it sells its products and services in Poland and intends to avail itself of all procedural rights of appeal and legal remedies available under applicable law. In February 2026, the Company timely filed an appeal of UOKiK’s administrative decision with Poland’s Court of Competition and Consumer Protection. That appeal is pending. During the appeal process, the Company expects to continue operations in Poland in the normal course, while evaluating such operational adjustments as may be appropriate to further demonstrate that its operations in Poland do not constitute an unlawful pyramid scheme. While we intend to vigorously defend ourselves against the UOKiK decision, if we are ultimately unsuccessful in our defense of the matter on appeal, we could, among other things, be subject to the administrative fine imposed and may be required to modify, suspend or discontinue certain aspects of our direct selling operations or a material portion of our operations in Poland, which such outcome could have an adverse effect on the Company’s business, financial condition, results of operations, or prospects. Nevertheless, a loss contingency in the amount of approximately $4.08 million was accrued during the year ended December 31, 2025. This loss is presented within “Accrued liabilities, long term” in our consolidated balance sheet. Although we are not aware of any other claims, there is a possible risk that we could become exposed to similar inquiries or proceedings from other regulators in the European Union or the United States. If this were to occur, we could be exposed to further fines or decisions which, in turn, could have a similar adverse impact on our operations in Europe or the United States. This could have a material adverse impact on the Company’s business, financial condition, results of operations, or prospects given that our Conectiv business unit realizes more than a majority of its revenue from customers in the European Union.
We have recently had to settle claims from Canadian Securities regulators that our direct selling business unit engaged in unlicensed regulated securities activities. Our business could be negatively affected if we are required to defend similar allegations from securities 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 that certain activities of our direct selling business constitute unlicensed activities as an unregistered securities dealer or advisor under local laws. However, we do not believe that our direct selling business unit violates any such laws, 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, through affinity programs, provide access to lawful services or products offered by third parties, neither owned or operated by 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 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 our direct selling unit was engaged in securities activities without being registered under their securities act. Specifically, the OSC identified concerns that our direct selling unit was selling 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 customers of that unit. Even though we believe that our direct selling business fully complies with all applicable securities laws, due to the immaterial scope and scale of our operations in Ontario, Canada, we elected to settle the matter with the OSC and 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 marketing communications made by this particular distributor that they characterized as “inappropriate”, and as well, alleged that our 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 distributor, which we concluded was unauthorized and in violation of our own internal policies, and we terminated the distributor. As well, the AMF asserted that our 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 platforms, even though that unit, among others: (a) derives no direct financial benefit from these introductions; and (b) has no involvement with the provision of services by the third-party to whom its members are introduced. Even though we believe that our direct selling business unit fully complies with all applicable securities laws, due to the immaterial scope and scale of our operations in Quebec, Canada, we have entered into a settlement agreement with the AMF to resolve the matter. In the settlement agreement, we agreed to pay a CAD $15,000 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 Financial Markets Administrative Tribunal approved the settlement agreement in an order dated August 28, 2025. The AMF’s case against a former distributor of our direct selling unit is ongoing with no impact on us.
Our independent distributors could fail to comply with applicable legal requirements or our distributor policies and procedures, which could result in claims against us that could harm our business.
Our independent distributors are independent contractors and, accordingly, we cannot 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 initiatives, 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, products, 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.
Our proprietary systems may be compromised by hackers.
Our current products and other products and services that we may develop in the future will be based on proprietary software and customer-specific data that we protect by routine measures such as password protection, confidentiality and nondisclosure agreements with employees, and similar measures. Any unauthorized access to our software or data could materially disrupt our business and result in financial loss and damage to our business and reputation.
Our business could be negatively affected if any of the third-party providers of products or services offered through our membership packages default on their obligation to our members.
Through our membership program and our now-discontinued Apex sale and leaseback program, our members gained access to a variety of benefits provided through third-party partnerships and affinity arrangements, including products and services provided by third-party investment 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.
Risks Related to our Blockchain Technology and Crypto Mining Products and Services
Our business could be negatively affected by claims related to a financial product underwritten, administered, and managed by a third-party provider, Total Protection Plus.
Historically, through our wholly-owned subsidiaries Apex Tek, LLC (“Apex”) and SAFETek, LLC, we sold high-powered data processing equipment, known as the Apex package, to our customers, which was then leased back to us for use in our crypto mining operations. We discontinued sales of the Apex package in June 2020, principally when COVID-19 created certain supply chain-related limitations on that business. Confronted with these limitations in the business, we offered the holders of our Apex leases the opportunity to cancel their leases, in exchange for which we repurchased substantially all of the data processing equipment (subject to these leases) for approximately $19 million of promissory notes due on or about December 31, 2024 (which amount reflects the principal amount invested by all of such lease holders, plus a 25% premium). During the fourth quarter ended December 31, 2023, we further offered all note holders an early payoff option. By December 31, 2024, we had repaid or settled approximately $19 million of promissory notes.
Included in the Apex sale and leaseback program that was discontinued in 2021, was a “guaranteed assets buy-back product” underwritten, administered and managed 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 firm, and that through existing resources and reinsurance arrangements that were in place, they and their reinsurer had sufficient capital resources, reserves, 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, other customers 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 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 firm that, through existing resources and reinsurance arrangements that were in place, they and their reinsurer had sufficient capital resources, reserves, and liquidity to support any pay-outs needed to satisfy their obligations under the TPP Program. Prior to terminating the distribution of ndau during August 2023, we distributed over $16.6 million in ndau to our customers in our belief that such purchases were supported by the TPP Program. As had been done with respect to the Apex customers, TPP was paid substantial premiums for the program, with those premiums 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 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 to further validate the continued integrity of the TPP Program and the vendor’s ability to honor its commitments to our 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 had increased materially when in 2025 we came to learn that: (i) certain of our customers had been unable to reach TPP in order to process claims for their 5-year promised returns; (ii) the TPP website had been inoperative and customers had been unable to process their claims; and (iii) an email communication purportedly from TPP, or an affiliate thereof, 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 had 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 certain annual installment payments from TPP, who purportedly failed to make the required installment payments. Even though our investigation of the matter has not 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.
In response to the dismissal of the case, in January 2026, we renewed our case against TPP by transferring the case to Delaware Superior Court and then filing an Amended Complaint in Delaware Superior Court, including additional factual allegations to support our claims. In the Amended Complaint, the Company removed Schad Brannon as one of the Defendants and is now pursuing relief against UIU Holdings LLC d/b/a Total Protection Plus, Jason R. Anderson, and Jacob S. Anderson. The Defendants responded to the Amended Complaint in February 2026 by filing motions to dismiss along similar grounds as to what they argued in Chancery Court, including arguments that the Court lacks personal jurisdiction over Jacob Anderson, the Company lacks standing to pursue its claims, and the claims otherwise fail as a matter of law. The Company is due to respond to the motion to dismiss on or before April 16, 2026. To date, the court process has not yet addressed the substance of our claim. Due to the uncertainties and procedural delays associated with matters of litigation, and in recognition of the early stage of the proceedings, we cannot assure that the outcome of the legal proceedings will be consistent with our objectives.
Despite 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; despite the substantial payments made to TPP to secure the promised benefits of the TPP Program. As the direct responsibility for compliance with the TPP Program resides with TPP; particularly as the program was underwritten, managed, administered, and purportedly 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, the 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 claims, regardless of the underlying substance of the claims, could have an adverse effect on our business, financial condition, and operating results.
Our success depends on external factors affecting the Bitcoin industry.
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, fraudulent, 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 transactions, 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.
The further development and acceptance of digital asset networks and other digital assets, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of digital asset systems may adversely affect an investment in us.
Digital assets such as Bitcoin, that may be used, among other things, to buy and sell goods and services, 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:
continued worldwide growth in the adoption and use of Bitcoin and other digital assets;
government and quasi-government regulation of Bitcoin and other digital assets and their use, or restrictions on or regulation of access to and operation of the digital asset network or similar digital assets systems;
the maintenance and development of the open-source software protocol of the Bitcoin network;
changes in consumer demographics, public tastes, and preferences;
the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies;
general economic conditions and the regulatory environment relating to digital assets;
the impact of regulators focusing on digital assets and digital securities and the costs associated with such regulatory oversight;
a decline in the popularity or acceptance of the digital asset networks of Bitcoin, or similar digital asset systems, could adversely affect an investment in us; and
changes or improvements in mining technologies and cryptology that could pose a threat to the efficiency or security of current mining technologies, for example, if quantum computing overcomes 256-bit encryption.
Our ability to achieve profitability is largely dependent on the price of Bitcoin, which has historically been volatile.
Our focus on our Bitcoin mining operations is largely based on our assumptions regarding the future value of Bitcoin, which has been subject to significant historical volatility and may be subject to influence from malicious actors, real or perceived scarcity, political, economic, and regulatory conditions, and speculation making its price more volatile or creating “bubble” type risks for the trading price of Bitcoin. Further, unlike traditional stock exchanges, which have listing requirements and vet issuers, requiring them to comply with rigorous listing standards and rules, and which monitor transactions for fraud and other improprieties, markets for Bitcoin and other cryptocurrencies tend to be underregulated, if they are regulated at all. Less stringent cryptocurrency markets have a higher risk of fraud or manipulation, and any lack of oversight or perceived lack of transparency could reduce confidence in the price of Bitcoin and other cryptocurrencies, which could adversely affect their price.
These factors make it difficult to accurately predict the future market price of Bitcoin and may also inhibit consumer trust in and market acceptance of cryptocurrencies as a means of exchange, which could limit the future adoption of Bitcoin and, as a result, our assumptions could prove incorrect. If our assumptions prove incorrect and the future price of Bitcoin is not sufficiently high, our revenue from Bitcoin mining operations may not exceed our costs, and our operations may never achieve profitability.
Transaction fees may decrease demand for Bitcoin and prevent expansion.
As the number of Bitcoin block subsidy rewards for solving a block in a blockchain continues 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 market, and if we fail to grow our hash 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 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 as 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 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 programmatically subject to “Halving,” meaning that the Bitcoin rewarded for solving a block will be reduced in the future and its value may not commensurately adjust to compensate us for such reductions.
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 Bitcoin, 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.
Further, due to the Halving process, unless the underlying code of the Bitcoin Blockchain is altered (which may be unlikely or difficult given its decentralized nature), the supply of Bitcoin is finite, as detailed in the risk factor above. For the foregoing reasons, the Halving feature exposes us to inherent uncertainty and reliance upon the historically volatile price of Bitcoin, rendering an investment in us particularly speculative, especially in the long-term.
We are subject to risks associated with our need for significant electrical power, with that risk heightened as we are currently supplied with electrical power by a sole source provider.
Our Bitcoin mining operations have required significant amounts of electrical power, and, to the extent we purchase additional miners or acquire new miners that require higher energy inputs, our electricity requirements would grow. If we are unable to continue to obtain sufficient electrical power to operate our miners on a cost-effective basis, we may not realize the anticipated benefits of our capital investments in our miners. Even at our current energy usage, there can be no guarantee that our operational costs will not increase in the future. Additionally, our mining operations could be materially adversely affected by prolonged power outages, and we may have to reduce or cease our operations in the event of an extended power outage or as a result of the unavailability or increased cost of electrical power.
The foregoing risk is heightened as a result of our reliance on a sole source provider of electrical power. We are dependent on the sole host of our power supply in Northern Europe, which provides our power generation through hydroelectric sources. While our relationship with our sole power supplier is good, and while we generally have sufficient supply to conduct our business operations as presently contemplated, since the beginning of 2024, our power supply has been curtailed by up to approximately 60% as a direct result of low water levels that have cut back local hydroelectric power capacity. We believe the potential adverse effect of the power supply curtailment and our reliance on a sole power supplier was mitigated in large part due to our decision to curtail our Bitcoin mining operations (and, in turn, our electrical usage) until we could mine on a cost-effective basis. Thus, while the power supply curtailment has not yet had an adverse effect on our business, if Bitcoin market conditions become more favorable and cost-effective and we determine to ramp our mining operations back to their full capacity and the power supply curtailment continues or our sole provider raises its prices or cannot meet our needs, our business and results of operations could be materially and adversely affected, and investors in our securities could be harmed.
Climate change and the regulatory and legislative developments related to climate change may materially adversely affect our business and financial condition.
Climate change may materially and adversely impact the cost, production, and financial performance of our operations. Further, any impacts to our business and financial condition due to climate change are likely to occur over a sustained period of time and are therefore difficult to quantify with any degree of specificity. For example, extreme weather events may result in adverse physical effects on portions of our infrastructure, which could disrupt our supply chain and ultimately our business operations. In addition, disruption of transportation and distribution systems could result in reduced operational efficiency and customer service interruption. Climate-related events have the potential to disrupt our business, including the business of our customers, and may cause us to experience higher attrition, losses, and additional costs to resume operations. As noted in the prior risk factor, since the beginning of 2024, our power supply has been curtailed by up to approximately 60% as a direct result of low water levels that have cut back local hydroelectric power capacity. We are unable to predict when our mining levels will return to pre-2024 levels. A prolonged disruption in our power supply levels could have a material adverse effect on our bitcoin mining operations, and possibly our overall results of operations.
In addition, a number of governments or governmental bodies have introduced or are contemplating legislative and regulatory changes in response to various climate change interest groups and the potential impact of climate change. Given the significant amount of electrical power required to operate cryptocurrency miners, as well as the environmental impact of mining for metals used in the production of mining servers, the cryptocurrency mining industry may become a target for future environmental and energy regulation. Legislation and increased regulation regarding climate change could impose significant costs on our suppliers and us, including costs related to capital equipment, environmental monitoring and reporting, and other costs to comply with such regulations. Any future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations. Given the political significance and uncertainty around the impact of climate change and how it should be addressed, we cannot predict how legislation and regulation will affect our financial condition, operating performance, and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by other companies or us in our industry could harm our reputation. Any of the foregoing could result in a material adverse effect on our business and financial condition.
Changing environmental regulations and public energy policy may expose our business to new risks.
If new environmental and energy regulations, policies, and initiatives enacted by federal regulators are imposed, or if existing regulations are modified, the assumptions we made underlying our plans and strategic initiatives may be inaccurate, and we may incur additional costs to adapt our planned business, if we are able to adapt, at all, to such regulations.
In addition, there continues to be a lack of consistent climate legislation, which creates economic and regulatory uncertainty for our business because the cryptocurrency mining industry, with its high energy demand, may become a target for future environmental and energy regulation. New legislation and increased regulation regarding climate change could impose significant costs on our suppliers and us, including costs related to capital equipment, environmental monitoring and reporting, and other costs to comply with such regulations. Further, any future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations.
Given the political significance and uncertainty around the impact of climate change and how it should be addressed, we cannot predict how legislation and regulation will affect our financial condition and results of operations. Further, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by other companies or us in our industry could harm our reputation. Any of the foregoing could result in a material adverse effect on our business and financial condition.
The compliance costs of responding to new and changing regulations could adversely affect our operations.
We (along with those from whom we purchase electricity) are subject to various federal, state, local, and international environmental laws and regulations, including those relating to the generation, storage, handling, and disposal of hazardous substances and wastes. Certain of these laws and regulations also impose joint and several liability, without regard to fault, for investigation and cleanup costs on current and former owners and operators of real property and persons who have disposed of or released hazardous substances into the environment. Our operations may involve the use of hazardous substances and materials, such as petroleum fuel for emergency generators, as well as batteries, cleaning solutions, and other materials.
Electricity costs could also be affected due to existing or new regulations on greenhouse gas emissions, whether such regulations apply to all consumers of electricity or just to specified uses, such as Bitcoin mining. There has been interest in the U.S. Congress in addressing climate change, including through the regulation of Bitcoin mining. Past legislative proposals to address climate change include measures ranging from taxes on carbon use or generation to federally imposed limits on greenhouse gas emissions. The course of future legislation and regulation in the United States remains difficult to predict, and potential increased costs associated with new legislation or regulation cannot be estimated at this time.
Regulatory changes or actions may alter the nature of an investment in us or restrict the use of cryptocurrencies in a manner that adversely affects our business, prospects, or operations.
As cryptocurrencies have grown in both popularity and market size, governments around the world have reacted differently to cryptocurrencies; certain governments have deemed them illegal, and others have allowed their use and trade without restriction, while in some jurisdictions, such as in the U.S., subject the mining, ownership and exchange of cryptocurrencies to extensive, and in some cases overlapping, unclear and evolving regulatory requirements. Ongoing and future regulatory actions could have a material adverse effect on our business, prospects, or operations.
Our interactions with a blockchain may expose us to SDN or blocked persons, and new legislation or regulation could adversely impact our business or the market for cryptocurrencies.
The Office of Financial Assets Control (“OFAC”) of the U.S. Department of Treasury requires us to comply with its sanction program and not conduct business with persons named on its specially designated nationals (“SDN”) list. However, because of the pseudonymous nature of blockchain transactions we may inadvertently and without our knowledge engage in transactions with persons named on OFAC’s SDN list. Our Company’s policy prohibits any transactions with such SDN individuals, but we may not be adequately capable of determining the ultimate identity of the individual with whom we transact with respect to cryptocurrency assets; for example, the use of cryptocurrencies, including Bitcoin, as a potential means of avoiding federally imposed sanctions, such as those imposed in connection with the Russian invasion of Ukraine. On March 2, 2022, a group of United States Senators sent the Secretary of the United States Treasury Department a letter asking Secretary Yellen to investigate its ability to enforce such sanctions vis-à-vis Bitcoin, and on March 8, 2022, President Biden announced an executive order on cryptocurrencies which seeks to establish a unified federal regulatory regime for cryptocurrencies. We are unable to predict the nature or extent of new and proposed legislation and regulation affecting the cryptocurrency industry, or the potential impact of the use of cryptocurrencies by SDN or other blocked or sanctioned persons, which could have material adverse effects on our business and our industry more broadly. Further, we may be subject to investigation, administrative or court proceedings, and civil or criminal monetary fines and penalties as a result of any regulatory enforcement actions, all of which could harm our reputation and affect the value of our common stock.
Bitcoin and Bitcoin mining, as well as cryptocurrencies generally, may be made illegal in certain jurisdictions, including the ones we operate in, which could adversely affect our business prospects and operations.
Although we do not anticipate any material adverse regulations on Bitcoin mining in our jurisdictions of operation, it is possible that state, federal or international regulators may seek to impose harsh restrictions or total bans on cryptocurrency mining, which may make it impossible for us to do business without relocating our mining operations, which could be very costly and time-consuming. Further, although Bitcoin and Bitcoin mining, as well as cryptocurrencies generally, are largely unregulated in most countries (including the United States), regulators in certain jurisdictions may undertake new or intensify existing regulatory actions in the future that could severely restrict the right to mine, acquire, own, hold, sell, or use cryptocurrency or to exchange it for traditional fiat currency such as the United States Dollar. Such restrictions may adversely affect us, as the large-scale use of cryptocurrencies as a means of exchange is presently confined to certain regions globally. Such circumstances could have a material adverse effect on us, which could have a material adverse effect on our business, prospects, or operations and potentially the value of any Bitcoin we mine or otherwise acquire or hold for our own account, and thus negatively affect the value of our common stock.
The costs associated with our Bitcoin mining operations could be subject to a significant increase in the future should there occur an increase in the VAT tax imposed on our hosting services.
The Company’s Bitcoin mining operations are hosted in a Northern European country that imposes a broadly-based consumption tax assessed on the value added to goods and services within its country (a “VAT tax”). However, upon the advice of our local tax advisors, an international accounting firm, the Company has concluded that the imposition of a VAT tax upon in-country hosting services is subject to uncertainty. Rather than paying no VAT tax pending clarification of this uncertainty, and upon the advice of our local tax advisors, the Company has implemented a structured leasing arrangement with its hosting counterparty in which lease payments to be received will be subject to a VAT tax upon which the Company will remit payment. While the Company believes that by adopting this type of structured arrangement, it can avoid any penalties or fines in the future should the local tax laws be modified or interpreted to apply to the local hosting services, there can be no assurances to this effect as the tax laws and interpretations thereof are subject to change, particularly in response to the tremendous growth in the high-powered computing industry. Further, there can be no assurances that if and to the extent that local tax laws are interpreted in the future to apply to hosting services, that the amount of VAT tax imposed upon the Company may not substantially exceed the amount payable under the currently contemplated structured leasing arrangement. A substantial increase in the amount of VAT tax due upon these local hosting operations, if it occurs, would increase the costs associated with the Company’s Bitcoin operations, which could have a materially adverse effect on the Company’s business and operating results.
Risks Related to Our Health, Beauty, and Wellness Business
We have a limited history in the health, beauty, and wellness industry upon which you can evaluate our business and prospects.
Our prospects must be considered in light of the risks encountered by companies in the early stages of development in highly competitive markets, particularly the markets for health, wellness, and beauty products. You should consider the frequency with which early-stage businesses encounter unforeseen expenses, difficulties, complications, delays, and other adverse factors.
Our products are subject to government regulation, both in the US and abroad, which could increase our costs significantly and limit or prevent the sale of our products.
The manufacturing, packaging, labeling, advertising, promotion, distribution, and sale of our products are subject to regulation by numerous national and local governmental agencies in the United States and other countries. The primary regulatory bodies in the United States are the FDA and FTC. Failure to comply with these regulatory requirements may result in various types of penalties or fines. These include injunctions, product withdrawals, recalls, product seizures, fines, and criminal prosecutions. Approvals or licensing may be conditioned on reformulation of products or may be unavailable with respect to certain products or product ingredients. Any of these government agencies, as well as legislative bodies, can change existing regulations, or impose new ones, or could take aggressive measures, causing or contributing to a variety of negative consequences, including:
requirements for the reformulation of certain or all products to meet new standards;
the recall or discontinuance of certain or all products;
additional record keeping;
expanded documentation of the properties of certain or all products;
expanded or different labeling;
adverse event tracking and reporting; and
additional scientific substantiation.
Any or all of these requirements could have a material adverse effect on us. There can be no assurance that the regulatory environment in which we operate will not change or that such regulatory environment, or any specific action taken against us, will not result in a material adverse effect on us.
If we experience product recalls, we may incur significant and unexpected costs, and our business reputation could be adversely affected.
We may be exposed to product recalls and adverse public relations if our products are alleged to cause injury or illness, or if we are alleged to have violated governmental regulations. A product recall could result in substantial and unexpected expenditures, which would reduce operating profit and cash flow. In addition, a product recall may require significant management attention. Product recalls may hurt the value of our brands and lead to decreased demand for our products. Product recalls also may lead to increased scrutiny by federal, state, or international regulatory agencies of our operations and increased litigation, and could have a material adverse effect on our business, results of operations, financial condition, and cash flows.
We may experience product liability claims and litigation to prosecute such claims, and although we maintain product liability insurance, which we believe to be adequate for our needs, there can be no assurance that our insurance coverage will be adequate or that we will be able to maintain adequate insurance coverage.
As a manufacturer and a distributor of products for human use and consumption, we may experience product liability claims and litigation to defend such claims. Additionally, the manufacture and sale of these products involve the risk of injury to consumers as a result of tampering by unauthorized third parties or product contamination. We carry insurance coverage in the types and amounts that we consider reasonably adequate to cover the risks we face. If insurance coverage is inadequate or unavailable or premium costs continue to rise, we may face additional claims not covered by insurance, and claims that exceed coverage limits or that are not covered could have a material adverse effect on us.
Disruption in our supply chain and changes to tax or trade policy could have a negative impact on our business.
Some of the ingredients, packaging materials, and other products we purchase may only be available from a single supplier or a limited group of suppliers, including suppliers located outside the U.S. in China and Canada. While alternate sources of supply are generally available, the supply and price are subject to market conditions and are influenced by other factors beyond our control. We do not have long-term contracts with any of our suppliers, and therefore, they could increase prices or cease doing business with us. As a result, we may be subject to price fluctuations or demand disruptions.
The prices of raw materials, packaging materials, and freight are subject to fluctuations in price attributable to, among other things, global competition for resources, weather conditions, changes in supply and demand of raw materials, or other commodities, fuel prices, and government-sponsored agricultural programs. Volatility in the prices of raw materials and other supplies we purchase could increase our cost of sales and reduce our profitability, and we have no guarantees that prices will not rise. Our ability to pass along higher costs through price increases to our customers is dependent upon competitive conditions and pricing methodologies employed in the various sales channels in which we compete, and we may not be successful in implementing price increases. In addition, any price increases we do implement may result in lower sales volumes. Customers and consumers may choose to shift purchases to lower-priced private label or other value offerings, which may adversely affect our results of operations.
Additionally, any major changes in tax or trade policy, such as the imposition of additional tariffs or duties on imported products, or trade sanctions, between the U.S. and countries from which we source merchandise, directly or indirectly, could require us to take certain actions, such as raising prices on our products or seeking alternative sources of supply from vendors with whom we have less familiarity, which could adversely affect our reputation, revenue, and our results of operations.
Risks Related to Our Common Stock
We may need to raise additional capital to execute on our growth plan. If we are unable to raise additional capital, our business may fail.
Although our current financial resources are sufficient for us to sustain our existing operations, we may be required to raise additional capital to help finance our planned growth within the financial services sector, particularly as we will be required to fund the start-up operations of myLife Wellness and the planned expansion of our newly acquired entities, Renu Labs and Opencash. If we find that we need, but are unable, to obtain adequate additional financing, we may not be able to successfully market and sell our products and our business operations will most likely be discontinued. To secure additional financing, we may need to borrow money or sell more securities. Under these circumstances, we may be unable to secure additional financing on favorable terms or at all. Selling additional stock, either privately or publicly, would dilute the equity interests of our stockholders. If we borrow money, we will have to pay interest and may also have to agree to restrictions that limit our operating flexibility. If we are unable to obtain adequate financing on terms acceptable to us, we may have to curtail business operations, which would have a material negative effect on operating results and most likely result in a lower stock price.
Our recent settlement with the SEC may limit our ability to access private financing.
Our recent January 17, 2025 settlement with the SEC, in as much as it causes us to cease and desist from committing any further violations of Sections 5(a) and 5(c) of the Securities Act, could, absent an SEC waiver, impair our efforts to raise private capital under a commonly used exemption from the SEC’s registration requirements, which could make our financing efforts more difficult and less efficient. We continue to actively pursue a waiver from the SEC exempting us from the application of these rules.
Our common stock price has been and may continue to be extremely volatile.
Our common stock has closed as low as $0.009 per share and as high as approximately $0.030 per share during the year ended December 31, 2025. We believe this volatility may be caused, in part, by variations in our quarterly operating results, delays in the development of our technologies, changes in market valuations of similar companies, and the volume of our stock in the market.
Additionally, in recent years, the stock market in general, and the OTC Markets and technology stocks in particular, have experienced extreme price and volume fluctuations. In some cases, these fluctuations are unrelated or disproportionate to the operating performance of the underlying company. These market and industry factors may materially and adversely affect our stock price regardless of our operating performance. The historical trading of our common stock is not necessarily an indicator of how it will trade in the future, and our trading price as of the date of this report is not necessarily an indicator of what the trading price of our common stock might be in the future.
In the past, class action litigation has often been brought against companies following periods of volatility in the market price of those companies’ common stock. If we become involved in this type of litigation in the future, it could result in substantial costs and diversion of management attention and resources, which could have a further negative effect on our stock price.
Sales of substantial amounts of our common stock in the public markets or the perception that sales might occur could cause the trading price of our common stock to decline.
In April 2025, the lock-up agreement with our current and former officers, directors and certain of our significant shareholders expired by its terms. As a result, 381,205,961 shares of our common stock held by such current and former officers, directors, and significant shareholders are available for sale in the open market. In addition, 564 million shares of our common stock are issuable upon the redemption of Class B Redeemable Units of our IFGH subsidiary that were issued in September 2021 in connection with our acquisition of the algorithmic trading platform of MPower are also no longer subject to the lock-up agreement. Since 2021, these Class B Redeemable Units have been held by MPower, but subject to a lock-up agreement. Following the April 2025 expiration of the lock-up agreement, MPower began the process of winding down its operations and distributing the Class B Redeemable Units to its members, who will have the option to redeem such Class B Redeemable Units for shares of our common stock at any time. The redemption of up to 565 million Class B Redeemable Units and the corollary sale of up to 565 million shares of our common stock in the public trading market, or the perception that sales of that magnitude might occur, could cause the trading price of our common stock to decline.
Conversion of existing convertible notes purchased by DBR Capital and the conversion rights associated with any future notes that may be purchased by DBR Capital could cause additional substantial dilution to our stockholders.
Under the terms of its convertible notes, DBR Capital has the right to convert an aggregate of $3.3 million in principal of convertible notes into shares of our common stock at a conversion price of $0.007 per share. Exclusive of interest that could accrue on these notes, conversion of the outstanding principal of these notes would result in the issuance to DBR Capital of approximately 471 million additional shares of our common stock. Substantial additional dilution of up to an additional approximately 814 million shares of our common stock could be experienced by our shareholders should DBR Capital advance and ultimately convert additional notes of $5.7 million on or before December 31, 2026. The presence of these arrangements could make it difficult for the Company to attract third-party capital in the future.
Special Governance Rights included within DBR Capital’s investments enable DBR Capital to retain significant control of the Company for the foreseeable future.
In connection with its investment, DBR Capital has been accorded with certain special governance rights, including the right to appoint four of our seven directors, and to require that certain capital, financial and other material actions of our board of directors be approved by at least one DBR Capital-appointed director, who shall be David B. Rothrock if he is then serving as a director. The special governance rights shall remain in place for so long as DBR Capital holds a convertible note or any of our other securities. The presence of these governance rights could make it difficult for the Company to attract and retain board members and to attract third-party capital in the future.
The trading price of shares of our common stock may increase or decrease as does the trading price of Bitcoin and other digital currencies, which subject investors to pricing risks, including “bubble” type risks, and volatility.
Because of our connection with Bitcoin, the trading prices of our common stock may at times be tied to the trading prices of Bitcoin and such other digital currencies. Specifically, we may experience adverse effects on our stock price when the value of Bitcoin or other digital currencies drops. Furthermore, if the market for Bitcoin or other digital currency company stocks or the stock market in general experiences a loss of investor confidence, the trading price of our stock could decline for reasons unrelated to our business, operating results, or financial condition. The trading price of our common stock could be subject to arbitrary pricing factors that are not necessarily associated with traditional factors that influence stock prices or the value of non-cryptocurrency assets such as revenue, cash flows, profitability, growth prospects or business activity since the value and price, as determined by the investing public, may be influenced by uncertain contingencies such as future anticipated adoption or appreciation in value of cryptocurrencies or Blockchains generally, and other factors over which we have little or no influence or control.
Bitcoin and other cryptocurrency market prices, which have historically been volatile and are impacted by a variety of factors, are determined primarily using data from various exchanges, over-the-counter markets, and derivative platforms. Furthermore, such prices may be subject to factors such as those that impact commodities, more so than business activities, which could be subjected to additional influence from fraudulent or illegitimate actors, real or perceived scarcity, and political, economic, regulatory, or other conditions. Pricing may be the result of, and may continue to result in, speculation regarding future appreciation in the value of cryptocurrencies, or our share price, making their market prices more volatile or creating “bubble” type risks for the trading price of Bitcoin.
Conversion of exchangeable shares issued in connection with the acquisition of the assets of MPower.
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 IFGH that are in the future redeemable for 565,000,000 Company common shares on a one-for-one basis. That could ultimately result in the issuance of 565,000,000 Company common shares, presently representing over 19% of the Company’s current fully-diluted shares.
Additional issuances of stock options and warrants, convertible notes, and stock grants will cause additional substantial dilution to our stockholders.
Given our growth plans and given our current limited cash resources, it is possible that in the future we will need to issue additional warrants, stock grants, and convertible debt to finance our future business operations, acquisitions, and strategic relationships. The issuance of additional shares of common stock, the exercise of warrants, and the conversion of debt to stock could cause additional dilution to our stockholders and could have further adverse effects on the market price for our securities or on our ability to obtain future financing. The 2018 increase in our authorized common shares from two billion to ten billion increased the magnitude of this risk substantially.
Shares of our common stock may never become eligible for trading on Nasdaq or a national securities exchange: we do not have a majority of independent directors.
We cannot assure that we will ever be listed on the Nasdaq Stock Market or on another national securities exchange. Listing on one of the Nasdaq markets or one of the national securities exchanges is subject to a variety of requirements, including, among others, us having a majority of independent directors, a minimum trading price, and a minimum public “float” requirement. There are also continuing eligibility requirements for companies listed on national securities exchanges. If we are unable to satisfy the initial or continuing eligibility requirements of any such market, then our stock may not be listed or could be delisted. This could result in a lower trading price for our common stock and may limit the ability of our stockholders to sell their shares, which could result in a loss of some or all of their investments.
If we fail to file periodic reports with the U.S. Securities and Exchange Commission, our common stock will not be able to be traded on the OTCQB.
Although our common stock is quoted on the OTCQB, a regular trading market for our common stock may not be sustained in the future. OTC Markets limits quotation on the OTCQB to securities of issuers that are current in their reports filed with the Securities and Exchange Commission. If we fail to remain current in the filing of our reports with the Securities and Exchange Commission, our common stock will not be able to be quoted on the OTCQB. The OTCQB is an inter-dealer market that provides significantly less liquidity than a national securities exchange or automated quotation system.
Because we have no plans to pay dividends on our common stock, stockholders must look solely to the appreciation of our common stock to realize a gain on their investments.
We do not anticipate paying any dividends on our common stock in the foreseeable future. First, because we intend to retain earnings, if any, to finance the development and expansion of our business. Next, we are subject to certain restrictions on declaring dividends under our existing convertible note financing arrangements with DBR Capital, LLC, and the Certificate of Designation of our Series B Preferred Stock. Our future dividend policy is within the discretion of our board of directors and will depend upon numerous factors, including our business, financial condition, results of operations, capital requirements, and investment opportunities. Accordingly, stockholders must look solely to the appreciation of our common stock to realize a gain on their investment. This appreciation may not occur.
Certain provisions of Nevada law and of our governing documents may inhibit a potential acquisition of our company, and this could have a negative impact on our stock price.
Nevada corporate law and our governing documents include provisions that could delay, defer, or prevent a change in control of our company or our management. These provisions could discourage information contests and make it more difficult for our stockholders to elect directors and take other corporate actions. As a result, these provisions could limit the price that investors are willing to pay in the future for shares of our common stock. For example:
without prior stockholder approval, our board of directors has the authority to issue one or more classes of preferred stock with rights senior to those of our common stock and to determine the rights, privileges, and preferences of that preferred stock;
there is no cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates; and
only our board of directors or stockholders holding at least 25% of the outstanding capital stock of the Company can call a special meeting of stockholders.
Our indemnification of our directors and officers may limit the rights of our stockholders.
While our board of directors and officers are generally accountable to our stockholders and us, the liability of our directors and officers to all parties is limited in certain respects under applicable state law and our articles of incorporation and bylaws, as in effect. Further, we have agreed or may agree to indemnify our directors and officers against liabilities not attributable to certain limited circumstances. This limitation of liability and indemnity may limit rights that our stockholders would otherwise have to seek redress against our directors and officers.
We may be caused to issue a substantial number of shares of our common stock to our former Chief Executive Officer if our attempts to retire his note in cash are unsuccessful.
We owe payment on a promissory note in the principal amount of $1,550,000 to our former Chief Executive Officer, Joseph Cammarata, (the “Cammarata Note”). Further, the Cammarata Note is convertible into shares of our common stock at $0.008 per share. During February 2022, we provided 30 days’ notice of our intent to retire and repay the Cammarata Note in cash. Having not timely received a properly executed conversion notice within the proscribed period, and citing certain other damages incurred by us arising from Mr. Cammarata’s then ongoing legal proceedings, on or about March 31, 2022, we tendered to Mr. Cammarata cash payment in full for the Cammarata Note. As of the date of this Report, Mr. Cammarata has not accepted our tender of the cash payment, and instead, during 2022, asserted his entitlement to exercise his right to convert the Cammarata Note into our common shares, although we believe his attempted conversion was not timely, nor in compliance with the conversion features of the note. Although we believe that our cash tender was appropriate under the terms of the Cammarata Note and otherwise at law, and Mr. Cammarata’s attempt to convert the note were ineffective, if Mr. Cammarata elects to challenge our cash tender in a court proceeding, and if we are unable to sustain our legal position on the matter, Mr. Cammarata could receive up to approximately 203 million shares of our common stock upon conversion of the Cammarata Note.
The amount of authorized common stock may result in management implementing anti-takeover procedures by issuing new securities.
The proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect, for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of our board of directors or contemplating a tender offer or other transaction for the combination of our company with another entity. Although we have no current plans to issue additional stock for this purpose, management could use the additional shares that are now available, or that may be available after a possible further recapitalization, to resist or frustrate a third-party transaction. Generally, no stockholder approval would be necessary for the issuance of all or any portion of the additional shares of common stock unless required by law or any rules or regulations to which we are subject.
Our stockholders may not recoup all or any portion of their investment upon our dissolution.
In the event of a liquidation, dissolution, or winding-up of our company, whether voluntary or involuntary, our net remaining proceeds and/or assets, after paying all of our debts and liabilities, will be distributed to the holders of common stock on a pro-rata basis. We cannot assure that we will have available assets to pay to the holders of common stock any amounts upon such a liquidation, dissolution, or winding-up of our company. In this event, our stockholders could lose some or all of their investment.
If we are required to register as an investment company under the Investment Company Act, the additional expenses and operational limitations associated with such registration may reduce our stockholders’ investment return or impair our ability to conduct our business as planned .
Under the Investment Company Act, a company may be deemed an investment company if the value of its investment securities is more than 40% of its total assets (exclusive of government securities and cash items) on a consolidated basis. In the fourth quarter of 2025 and the first quarter of 2026, we invested an aggregate of $3.25 million in a special purpose vehicle formed by Dream Ventures LLC, to participate in a private placement involving an early-stage nuclear energy enterprise, aligning with its commitment to long-term innovation and growth across emerging sectors. Management believes the underlying enterprise offers significant long-term commercial potential contingent upon the successful achievement of its financing, manufacturing, environmental, permitting, construction, regulatory, and operational milestones. This investment currently represents approximately 30% of our total assets (exclusive of government securities and cash items). If we are required to register as an investment company as a result of an increase in the value of this investment and/or a decrease in our total assets, we might be required to revise some of our current policies or substantially restructure our business to comply with the Investment Company Act. This would likely require us to incur the expense and delay of holding a stockholder meeting to vote on proposals for such changes. Further, if we were required to register as an investment company, but failed to do so, we would be prohibited from engaging in our business, criminal and civil actions could be brought against us, some of our contracts might be unenforceable, unless a court were to direct enforcement, and a court could appoint a receiver to take control of us and liquidate our business.
Our recent investments expose us to a concentration of assets, which could increase volatility, investment and market risk.
As described above, we invested an aggregate of $3.25 million in an illiquid private investment in a special purpose vehicle formed by Dream Ventures LLC. Although it is our expectation that this investment will provide liquidity upon an exit or we will otherwise have an opportunity to liquidate all or some portions of this investment from time-to-time, there can be no assurances to that effect. This investment presently constitutes over 30% of the Company’s liquid assets and thereby presents a risk of an illiquid holding involving a material portion of our available liquid assets. Furthermore, we may in the future make similar strategic investments. We may accumulate significant positions in, or otherwise significant exposure to, a single asset or asset type. If we choose to invest in concentrated positions, we could increase the volatility of investment results over time and exacerbate the risk that a loss in any position would have a material and adverse effect on our investment strategies, the value of our assets and the value of any investment in us. There can be no assurance that our strategic investments will be successful in the markets and assets in which we invest.
