AVX

MKT CAP $30.8MP/E 0.3DIV YIELD —FCF YIELD —REV TTM $6.9M +877.6%NET INCOME −$106.5MNET CASH $9.5M52W 2.90 – 39.60SEC XBRL · TTM TO Invalid Date

How AVX rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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Risk Factors Described below are certain risks to our business and the industry in which we operate.
You should carefully consider the risks described below, together with the financial and other information contained in this Annual Report and in our other public disclosures.
If any of the following risks actually occurs, our business, financial condition, results of operations, cash flows and prospects could be materially and adversely affected.
As a result, our future results could differ materially from historical results and from guidance we may provide regarding our expectations of our future financial performance, and the trading price of our common shares could decline.
Risk Factors Summary The following is a summary of the principal factors that make an investment in our securities speculative or risky, all of which are more fully described below in this section.
This summary should be read in conjunction with the full description of “Risk Factors” in this section and should not be relied upon as an exhaustive summary of the material risks facing our business.
In addition to the following summary and the information in this section, you should consider the other information contained in this Annual Report before investing in our securities.
Risks Related to Our Business We are an early-stage company with a limited operating history and a history of losses, and we may never become profitable.
Our limited operating history makes it difficult to evaluate our business and predict our future results of operations.
To date, our operations on a consolidated basis have not been profitable, and no assurances can be made that we will achieve profitability in the near future, if ever.
From our inception through December 31, 2025, we sustained $93,977,325 in cumulative net losses, and we had net loss from continuing operations for the fiscal year ended December 31, 2025, of $31,994,535.
We have generated losses as we implement our business plan, including the creation, maintenance and expansion of our digital asset treasury (“DAT”) strategy and, to a lesser extent, our Bitcoin Mining activities.
The extent to which we will continue to recognize losses in our continuing operations is highly dependent on the extent to which we hold AVAX tokens as a main strategy and the price thereof.
See the risk factors under the heading “ Risks Related to the Company ’ s DAT Strategy and Cryptocurrency Holdings ” below.
We expect to need additional financing to expand our operations, and we may not be able to obtain financing on acceptable terms, or at all, which could have a material adverse effect on our business, financial condition, results of operations, cash flow and prospects.
We have limited capital, and we do not currently generate sufficient cash from our business to fund our operations to fund our expansion.
We will require additional capital to pursue our growth strategy through maintaining and expanding our existing digital asset treasury, engaging in acquisitions of complementary businesses or assets, and financing general and administrative activities.
We may not be able to obtain debt or equity financing opportunities on favorable terms, if at all, which could impair our growth and adversely affect our existing operations.
If we raise equity financing, our shareholders may experience significant dilution of their ownership interests, and the per share value of our common shares could decline.
Under current SEC regulations, because our public float is less than $75 million, and for so long as our public float remains less than $75 million, the amount we can raise through primary public offerings of securities in any 12-month period using shelf registration statements is limited to an aggregate of one-third of our public float (referred to as the “baby shelf” rule).
As of March 24, 2026, the aggregate market value of our outstanding common shares held by non-affiliates, or public float, was approximately $52.0 million, based on 89,798,842 outstanding common shares, of which 80,075,911 common shares were held by non-affiliates, at a price of $0.65 per share, which was the last reported sale price of our common shares on the Nasdaq Capital Market on March 24, 2026.
If our public float decreases, the amount of securities we may sell under our shelf registration statement may also decrease.
We have previously raised capital to finance our strategic growth of our business through public offerings of our common shares, including through our at-the-market offering program, and we expect to need to raise additional capital through similar public offerings to finance our current and future expansion initiatives.
Utilizing those sources may be more challenging in the current financial market conditions, in particular where trading volume is diminished.
We may not be able to obtain additional debt or equity financing on favorable terms, if at all, which could impair our growth and adversely impact our existing operations.
To the extent that we raise additional capital through the sale of equity or convertible debt securities, shareholder ownership interest in the Company may be diluted, and the terms of those securities may include liquidation or other preferences that adversely affect rights as a shareholder.
Debt and equity financings, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as redeeming our common shares, making investments, incurring additional debt, making capital expenditures or declaring dividends.
If we do not have, or are not able to obtain, sufficient funds, we may have to delay strategic acquisitions and other opportunities, investments, or projects, and, even if we are ultimately able to subsequently secure financing, such opportunities, investments or projects may not still be available to us on favorable terms or at all.
If we are unable to raise adequate funds, we may have to liquidate some or all of our assets, or delay, reduce the scope of, or eliminate some or all of our creative work.
Any of these actions could delay or otherwise inhibit our growth, weaken our ability to effectively compete in our industry, and otherwise have a material adverse effect on our business, financial condition, results of operations, cash flow and prospects.
We have engaged in, and in the future may engage in, strategic transactions, investments and other arrangements that could disrupt our business, cause dilution to our shareholders, reduce our financial resources and harm our operating results.
We have previously engaged in strategic transactions, including acquisitions of Bitcoin Mining assets and AVAX tokens, and, in the future, we may pursue opportunities to engage in additional strategic transactions, including transactions with companies in financial distress.
Our ability to grow through future transactions will depend on the availability of, and our ability to identify, suitable acquisition and investment opportunities at an acceptable cost, our ability to compete effectively to attract those opportunities and the availability of cash or financing to complete such acquisitions.
Future acquisitions may require us to (i) issue common shares that would dilute our current shareholders’ percentage ownership, (ii) assume or otherwise be subject to liabilities of an acquired company, (iii) record goodwill and non-amortizable intangible assets that will be subject to impairment testing on a regular basis and potential periodic impairment charges, (iv) incur amortization expenses related to certain intangible assets, and (v) incur acquisition and integration costs, immediate write-offs, and restructuring and other related expenses.
Although we and our advisors conduct due diligence on the operations of the businesses we acquire, there can be no guarantee that we will be aware of all liabilities associated with an acquired company.
These liabilities, and any additional risks and uncertainties related to an acquired company not known to us or that we may deem immaterial or unlikely to occur at the time of the acquisition, could negatively impact our future business, financial condition, and results of operations.
There is no guarantee that we will realize the intended benefits of any particular acquisition in a timely manner, to the extent anticipated or at all.
We may experience difficulties integrating the operations, technologies and personnel of an acquired company, including difficulties associated with managing the resulting larger and more complex company, aligning administrative and corporate structures, standards, controls, procedures and policies, integrating business cultures, hiring and retaining key employees, conforming compensation and benefits structures, coordinating geographically dispersed operations, and delivering on our strategy going forward.
Such integration may divert management’s attention from operating our business and may necessitate reallocating resources, both financially and otherwise.
The industries in which we participate are highly competitive, and we may be unable to successfully and profitably compete against companies with greater resources and capitalization.

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Gone since FY2024

Risk Factors Risks Relating to the Company’s Business The Company is an early stage company with little operating history, a history of losses and the Company cannot assure profitability.
The Company currently has little revenues and does not have any significant history of revenue generating operations.
The Company has experience recurring net losses since its inception.
The commercial or operating viability of the Company’s business plans have not been proven.
There is no assurance that the revenue generated from its operations, and if those revenues, when and if generated, will be sufficient to sustain operations, nonetheless achieve profitability.
There is no assurance that the Company’s FORCEGH+™ facilities will operate as intended.
The Company’s initial state of its business operations will be to construct and deploy and license its initial FORCEGH+.
Accordingly, this component of the Company’s business plan is subject to considerable risks, including: ● the costs of constructing and operating the laboratories may be greater than anticipated; ● the potential offtake partners who have indicated a willingness to deploy the laboratories at their existing cultivation operations may withdraw and determine not to deploy the laboratories; ● there is no assurance that the facilities will deliver the intended benefits of high production yields, lower crop losses and reduced operation costs; ● if the company is not able to fully develop the grow house or it does not operate as intended, it could prevent the company from realizing any of its business goals or achieving profitability; ● the costs of constructing the grow houses may be greater than anticipated and the Company may not be able to recover these greater costs through increases in the lease rates, license fees and services fees that it charges to its customers; and ● the costs of operating the grow house may be greater than anticipated.
There is no assurance that UN(THINK)™ will operate as intended.
The Company’s plans for developing and advancing the UN(THINK)™ are in its preliminary stages.
The Company has yet to fully launch their range of products in either the B2B or D2C channels.
Accordingly, this component of the Company’s business plan is subject to considerable risks, including: ● the potential B2B sales may not achieved the planned levels of sales; ● there is no assurance that the Company’s production partners will deliver the planned production levels or scale; ● the quality of product from the co-manufacturing may not be sufficient. ● the cost from co-manufacturing may be greater than anticipated. ● the demand for the products may not be as high as predicted. ● the pricing of the products may deter potential buyers and may not cover the cost of production. ● the brand may not attract sufficient volume.
There is no assurance that Hydroxyl Generating Systems will operate as intended.
The Company’s plans for developing and expanding sales of the AgriFORCE Clean Solutions are in its preliminary stages.
The Company has yet to generate remarkable sales of its Hydroxyl products.
Accordingly, this component of the Company’s business plan is subject to considerable risks, including: ● the quality of product from the co-manufacturing may not be sufficient. ● the cost from co-manufacturing may be greater than anticipated. ● the demand for the products may not be as high as predicted. ● the pricing of the products may deter potential buyers and may not cover the cost of production. ● the brand may not attract sufficient volume. ● the quality of product from the co-manufacturing may not be sufficient.
There is no assurance that Bitcoin mining operations will operate as intended.
Bitcoin prices are highly volatile, which may affect our ability to effectively manage growth plans and our profitability.
The price of bitcoin is extremely volatile.
The cost to mine a bitcoin is independent of the then current price of bitcoin, so when prices are low, the cost per coin to mine may consume much of our available cash, which means that there is less capital with which to invest in future company growth.
Similarly, when prices are low, our profitability is decreased on a dollar-for-dollar basis correlated to the then price of bitcoin.
Given the volatility of bitcoin, these factors render us unable to accurately predict in advance what our growth plans may be and accurately forecast any revenue and profitability projections for any reporting period.
The price of bitcoin may be influenced by regulatory, commercial, and technical factors that are highly uncertain.
Bitcoin and other digital assets are relatively novel and are subject to various risks and uncertainties that may adversely impact their price.
For example, the application of securities laws and other regulations to such assets is unclear in certain respects, and it is possible that regulators in the United States or foreign countries may create new regulations or interpret laws in a manner that adversely affects the price of bitcoin.
The growth of the digital assets industry in general, and the use and acceptance of bitcoin in particular, may also impact the price of bitcoin and is subject to a high degree of uncertainty.
The pace of worldwide growth in the adoption and use of bitcoin could depend on the following: ● public familiarity with digital assets; ● ease of buying and accessing bitcoin; ● institutional demand for bitcoin as an investment asset; ● consumer demand for bitcoin as a means of payment; and ● the availability and popularity of alternatives to bitcoin.
Even if growth in bitcoin adoption occurs in the near or medium-term, there is no assurance that bitcoin usage will continue to grow over the long-term.
Because bitcoin has no physical existence beyond the record of transactions on the Bitcoin blockchain, a variety of technical factors related to the Bitcoin blockchain could also impact the price of bitcoin.
For example, malicious attacks by “miners” who validate bitcoin transactions, inadequate mining fees to incentivize validating of bitcoin transactions, “hard forks” of the Bitcoin blockchain, and advances in quantum computing could undercut the integrity of the Bitcoin blockchain and negatively affect the price of bitcoin.
The liquidity of bitcoin may also be reduced and damage to the public perception of bitcoin may occur, if financial institutions were to deny banking services to businesses that hold bitcoin, provide bitcoin-related services or accept bitcoin as payment, which could also decrease the price of bitcoin.
Fluctuations in the price of bitcoin may significantly influence the market price of our bitcoin holdings and therefore, the price of our common stock.
To the extent investors view the value of our common stock as linked to the value or change in the value of our bitcoin, fluctuations in the price of bitcoin may significantly influence the market price of our common stock.
If we fail to grow our hash rate, we may be unable to compete, and our results of operations could suffer.
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 (i.e., the amount of computing power devoted to supporting the Bitcoin blockchain), relative to the global network hash rate.
As greater adoption of Bitcoin occurs, we expect the demand for Bitcoin will increase further, 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 miner’s chance of earning bitcoin rewards will decline unless it deploys additional hash rate at pace with the industry.
Accordingly, to maintain our chances of earning new bitcoin rewards and remaining competitive in our industry, we must seek to continually add new miners to grow our hash rate at pace with the growth in the Bitcoin global network hash rate.
However, as demand has increased and scarcity in the supply of new miners has resulted, the price of new miners has increased sharply, and we expect this process to continue in the future as demand for bitcoin increases.
Therefore, if the price of bitcoin is not sufficiently high to allow us to fund our hash rate growth through new miner acquisitions and if we are otherwise unable to access additional capital to acquire these miners, our hash rate may stagnate and we may fall behind our competitors.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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