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$1.5B BTC Treasury Company Coming as Asset Entities Approves Merger With Vivek Ramaswamy's Strive
Yahoo Finance· 2025-09-10 14:48
Group 1 - Asset Entities Inc (ASST) shareholders have approved a merger with Strive Enterprises, leading to the formation of a new entity named Strive Inc. that will pursue a bitcoin treasury strategy [1] - The merger is contingent upon Nasdaq listing clearance and other customary conditions [2] - Matt Cole will serve as chairman and CEO of the combined company, while Arshia Sarkhani will become chief marketing officer and board member [2] Group 2 - Strive expects to finalize a $750 million private placement (PIPE) financing upon closing, with potential gross proceeds exceeding $1.5 billion if warrants are exercised [3] - The company aims to maximize bitcoin per share through a disciplined, long-term strategy designed to outperform Bitcoin itself [3] - ASST shares have increased by 38% in U.S. mid-morning trade [3]
Asset Entities' Shareholders Approve Merger with Strive
Globenewswire· 2025-09-09 20:27
Company Overview - Asset Entities Inc. is a technology company focused on social media marketing and management across various platforms, including Discord, TikTok, and Instagram [4] - Strive Enterprises, Inc. is a financial services firm co-founded in 2022, aiming to maximize client value through unapologetic capitalism and plans to become the first publicly traded asset management Bitcoin treasury company [5] Merger Details - Asset Entities' stockholders approved the merger with Strive, which was previously approved by Strive's stockholders on September 4, 2025 [1][2] - The combined company will be renamed Strive, Inc. and will trade on Nasdaq under the ticker symbol ASST, led by Matt Cole as CEO and Chairman [2] Financial Position - The merger is expected to be accompanied by a private placement financing (PIPE) that could yield over $750 million in gross proceeds, with an additional $750 million available through warrants, totaling potential gross proceeds of over $1.5 billion [3] Strategic Vision - The merger is seen as a defining moment for the mission to build a world-class Bitcoin Treasury Company, with a focus on disciplined, long-term strategies to outperform Bitcoin itself and create shareholder value [3] - The combined entity aims to leverage a zero debt profile and a robust financial structure to maximize Bitcoin per share for investors [3]
Asset Entities Announces S-4 Declared Effective by SEC and Shareholder Approval Vote for Merger with Strive to be Held on September 9, 2025
Prnewswire· 2025-08-25 12:00
Core Viewpoint - Asset Entities Inc. has announced that its registration statement related to the proposed merger with Strive Enterprises, Inc. has been declared effective by the SEC, paving the way for a virtual special meeting to vote on the merger proposals [1][2][8]. Merger Details - The virtual special meeting for stockholders to vote on the merger will take place on September 9, 2025, with stockholders of record as of July 21, 2025, eligible to vote [2][4]. - The Asset Entities Board has unanimously determined that the merger agreement is in the best interests of the company and its stockholders [3]. - Over 40% of the voting stockholders have committed to vote in favor of the merger, with an additional 10% needed for approval [4]. Company Structure Post-Merger - Upon completion of the merger, the combined entity will be named Strive, Inc., continuing to trade under the ticker symbol "ASST" and will focus on becoming a public Bitcoin Treasury Company [5][6]. Financial Aspects - The company anticipates receiving over $750 million in gross proceeds from a private placement financing, with an additional $750 million available through warrants, totaling over $1.5 billion in potential gross proceeds [6]. - Before considering the PIPE Financing and Exchange, Strive stockholders are expected to own approximately 94.2% of the combined company, while Asset Entities stockholders will own about 5.8% [7]. Leadership - Matt Cole, the current CEO of Strive, will lead the combined company as CEO and Chairman, while Arshia Sarkhani, President and CEO of Asset Entities, will serve as CMO and be part of the board [7]. Strategic Vision - The merger is positioned as a transformative opportunity to build one of the largest Bitcoin Treasury Companies, with a focus on aggressive Bitcoin accumulation strategies [8][11].
assetentities(ASST) - 2025 Q2 - Quarterly Report
2025-08-05 10:35
[PART I FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) [ITEM 1. FINANCIAL STATEMENTS.](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS.) Asset Entities Inc.'s unaudited financial statements for the period ended June 30, 2025, detail balance sheets, operations, equity, cash flows, and accounting policies [Balance Sheets](index=5&type=section&id=Balance%20Sheets) Balance Sheet Data | ASSETS | June 30, 2025 (Unaudited) | December 31, 2024 | | :-------------------------- | :------------------------ | :------------------ | | Cash and cash equivalents | $2,518,441 | $2,660,624 | | Prepaid expenses | 225,742 | 37,228 | | Total Current Assets | 2,744,183 | 2,697,852 | | Property and equipment, net | 8,758 | 10,114 | | Intangible asset | 509,500 | 509,500 | | Total Non-Current Assets | 518,258 | 519,614 | | TOTAL ASSETS | $3,262,441 | $3,217,466 | | LIABILITIES AND STOCKHOLDERS' EQUITY | | | | Accounts payable and accrued liabilities | $578,000 | $430,526 | | Contract liabilities | 447 | 369 | | Total Current Liabilities | 578,447 | 430,895 | | TOTAL LIABILITIES | 578,447 | 430,895 | | TOTAL STOCKHOLDERS' EQUITY | 2,683,994 | 2,786,571 | | TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $3,262,441 | $3,217,466 | [Statements of Operations](index=6&type=section&id=Statements%20of%20Operations) Statements of Operations Data | | Three Months Ended June 30, | Six months ended June 30, | | :------------------------------------------------- | :-------------------------- | :------------------------ | | | 2025 | 2024 | 2025 | 2024 | | Revenue | $173,259 | $92,966 | $344,008 | $217,807 | | Total operating expenses | 2,865,569 | 1,819,503 | 4,693,414 | 3,331,248 | | Loss from operations | (2,692,310) | (1,726,537) | (4,349,406) | (3,113,441) | | Total other income | 27,699 | - | 60,577 | - | | Net loss | (2,664,611) | (1,726,537) | (4,288,829) | (3,113,441) | | Net loss attributable to common stockholders | $(2,664,611) | $(1,726,537) | $(4,324,024) | $(3,113,441) | | Loss per share of common stock - basic and diluted | $(0.17) | $(0.58) | $(0.30) | $(1.07) | | Weighted average number of shares of common stock outstanding - basic and diluted | 15,591,759 | 2,960,126 | 14,380,325 | 2,897,504 | [Statements of Changes in Stockholder's Equity](index=7&type=section&id=Statements%20of%20Changes%20in%20Stockholder's%20Equity) - For the six months ended June 30, 2025, total stockholders' equity decreased from **$2,786,571** at December 31, 2024, to **$2,683,994**, primarily due to a net loss of **$4,288,829**, partially offset by proceeds from Class B common stock issuance and stock-based compensation[17](index=17&type=chunk)[23](index=23&type=chunk) - During the six months ended June 30, 2025, **100 shares** of Series A Convertible Preferred Stock were converted into **2,539,109 shares** of Class B Stock, including a dividend of **$35,195**[83](index=83&type=chunk) - The Company issued **6,563,430 shares** of Class B common stock in fiscal year 2025, including **2,833,543 shares** for cash, **3,677,536 shares** from Series A Preferred Stock conversion, and **52,351 shares** from cashless exercise of warrants[87](index=87&type=chunk) [Statements of Cash Flows](index=9&type=section&id=Statements%20of%20Cash%20Flows) Statements of Cash Flows Data | CASH FLOWS FROM OPERATING ACTIVITIES | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(4,288,829) | $(3,113,441) | | Stock based compensation | 1,067,382 | 739,309 | | Depreciation and amortization | 1,356 | 2,341 | | Prepaid expenses | (188,514) | (145,569) | | Accounts payable and accrued liabilities | 147,474 | 197,011 | | Contract liabilities | 78 | (1,759) | | Net cash used in operating activities | (3,261,053) | (2,322,108) | | CASH FLOWS FROM INVESTING ACTIVITIES | | | | Purchase of property and equipment | - | (14,761) | | Purchase of intangible asset | - | (200,000) | | Net cash used in investing activities | - | (214,761) | | CASH FLOWS FROM FINANCING ACTIVITIES | | | | Series A Convertible Preferred stock issued | - | 1,345,000 | | Class B common stock subscription proceeds received, net | - | 194,434 | | Proceeds from Class B common stock issued, net | 3,118,870 | - | | Net cash provided by financing activities | 3,118,870 | 1,539,434 | | Net change in cash and cash equivalents | (142,183) | (997,435) | | Cash and cash equivalents at beginning of period | 2,660,624 | 2,924,323 | | Cash and cash equivalents at end of period | $2,518,441 | $1,926,888 | [NOTES TO CONDENSED FINANCIAL STATEMENTS](index=10&type=section&id=NOTES%20TO%20CONDENSED%20FINANCIAL%20STATEMENTS) [Note 1. Organization, Description of Business and Liquidity](index=10&type=section&id=Note%201.%20Organization,%20Description%20of%20Business%20and%20Liquidity) - Asset Entities Inc. provides social media marketing, content delivery, and Discord server development and management services across platforms like Discord and TikTok[31](index=31&type=chunk) - The Company had an accumulated deficit of **$16.33 million** and a net loss of **$4.29 million** for the six months ended June 30, 2025, but management believes it has sufficient funds for the next 12 months due to existing cash and a **$3 million** investment confirmation from Ionic Ventures, LLC[32](index=32&type=chunk)[33](index=33&type=chunk)[34](index=34&type=chunk) [Note 2. Summary of Significant Accounting Policies](index=10&type=section&id=Note%202.%20Summary%20of%20Significant%20Accounting%20Policies) - The Company prepares financial statements in accordance with GAAP and SEC rules, using estimates and assumptions that may differ from actual results[35](index=35&type=chunk)[36](index=36&type=chunk) - Cash and cash equivalents include unrestricted demand deposits, money market funds, and highly liquid debt instruments with original maturities under 90 days. As of June 30, 2025, cash equivalents were **$2.3 million**, with approximately **$2.0 million** exceeding FDIC insurance limits[37](index=37&type=chunk)[38](index=38&type=chunk) - Revenue is recognized over time for subscriptions, and for short durations (less than two weeks for marketing, less than one week for AE.360.DDM) for other services, following a five-step model[57](index=57&type=chunk)[58](index=58&type=chunk)[59](index=59&type=chunk)[60](index=60&type=chunk) - Contract liabilities, primarily from advance subscription payments, totaled **$447** as of June 30, 2025, and are expected to be recognized as revenue within 12 months[61](index=61&type=chunk) - The Company operates as a single reporting segment, with the CEO assessing performance and allocating resources based on net income and operating margin[67](index=67&type=chunk)[68](index=68&type=chunk) - New accounting guidance (ASU 2024-03) on disaggregation of income statement expenses will be effective January 1, 2027, requiring more detailed expense disclosures in footnotes[69](index=69&type=chunk) [Note 3. Property and Equipment](index=15&type=section&id=Note%203.%20Property%20and%20Equipment) Property and Equipment, Net | | June 30, 2025 | December 31, 2024 | | :---------------------- | :-------------- | :---------------- | | Office equipment | $13,559 | $13,559 | | Accumulated depreciation | (4,801) | (3,445) | | Net Property and Equipment | $8,758 | $10,114 | - Depreciation expense for the six months ended June 30, 2025, was **$1,356**, compared to **$2,341** for the same period in 2024[71](index=71&type=chunk) [Note 4. Intangible Assets](index=15&type=section&id=Note%204.%20Intangible%20Assets) Intangible Assets | Intangible Assets | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :-------------- | :---------------- | | Purchased software | $100,000 | $100,000 | | Discord server | 249,500 | 249,500 | | Right of literary work entitled | 160,000 | 160,000 | | Less: Impairment | - | - | | Total Intangible Assets | $509,500 | $509,500 | - The Company acquired Purchased Software for **$100,000** in November 2023, a Discord server for **$200,000** cash and **25,000 Class B shares** in June 2024, another Discord server for **$40,000** cash and **20,000 Class B shares** in November 2024, and a **50% ownership interest** in the literary work "One Step Closer" for **$160,000** in November 2024. All these assets were determined to have indefinite useful lives[72](index=72&type=chunk)[73](index=73&type=chunk)[74](index=74&type=chunk)[75](index=75&type=chunk) [Note 5. Stockholders' Equity](index=16&type=section&id=Note%205.%20Stockholders'%20Equity) - The Company's authorized capital stock includes **40,000,000 common shares** (**2,000,000 Class A** and **38,000,000 Class B**) and **50,000,000 preferred shares**[76](index=76&type=chunk)[77](index=77&type=chunk) - Series A Convertible Preferred Stock holders are entitled to cumulative dividends at an annual rate of **6%** (**12%** upon a Triggering Event) and can convert shares into Class B Common Stock at an initial conversion price of **$3.75**, subject to anti-dilution adjustments[80](index=80&type=chunk)[81](index=81&type=chunk) - As of June 30, 2025, **1,000,000 shares** of Class A Common Stock (**10 votes per share**) and **15,624,395 shares** of Class B Common Stock (**1 vote per share**) were outstanding[85](index=85&type=chunk)[86](index=86&type=chunk) - During the six months ended June 30, 2025, the Company issued **6,563,430 shares** of Class B common stock, including **2,833,543** for cash, **3,677,536** from Series A Preferred Stock conversion, and **52,351** from cashless warrant exercises[87](index=87&type=chunk) - Stock-based compensation expense for the six months ended June 30, 2025, was **$1,067,382**, with all remaining RSAs fully vested during the period[91](index=91&type=chunk) Warrant Activity Data | Warrant Activity | Number of shares | Weighted Average Exercise Price | Weighted Average Life (years) | | :----------------------------- | :--------------- | :------------------------------ | :---------------------------- | | Outstanding, December 31, 2024 | 105,490 | $11.71 | 3.92 | | Exercised | (73,990) | (3.39) | - | | Outstanding, June 30, 2025 | 31,500 | $31.25 | 2.47 | [Note 6. Subsequent Events](index=18&type=section&id=Note%206.%20Subsequent%20Events) - On July 1, 2025, the Company sold the Pure Profits platform to a third party for **$140,000**[94](index=94&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.](index=19&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS.) Management discusses financial condition, operations, liquidity, capital resources, accounting policies, and corporate events [Use of Terms](index=19&type=section&id=Use%20of%20Terms) - Defines key terms used in the report, such as 'Company,' 'Asset Entities,' 'Common stock,' 'Existing Class A Common Stock,' 'Existing Class B Common Stock,' 'Preferred stock,' and 'Series A Preferred Stock' to ensure clarity[96](index=96&type=chunk) [Reverse Stock Split](index=19&type=section&id=Reverse%20Stock%20Split) - Share and per share information in this report has been adjusted to reflect a **one-for-five (1-for-5) reverse stock split** of Class A and Class B Common Stock, effective July 1, 2024[97](index=97&type=chunk) [Note Regarding Trademarks, Trade Names and Service Marks](index=19&type=section&id=Note%20Regarding%20Trademarks,%20Trade%20Names%20and%20Service%20Marks) - The Company uses various trademarks and service marks, including "AE 360 DDM," "Asset Entities Where Assets Are Created," "SiN," "Social Influencer Network," Ternary D, OptionsSwing, and associated marks, and intends to protect its intellectual property rights[98](index=98&type=chunk) [Special Note Regarding Forward-Looking Statements](index=19&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) - This report contains forward-looking statements based on management's beliefs and assumptions, which involve known and unknown risks and uncertainties that could cause actual results to differ materially[99](index=99&type=chunk)[101](index=101&type=chunk) - Key risks include the outcome of the proposed merger with Strive, the ability to introduce new products, obtain funding, protect intellectual property, manage growth, and adapt to market conditions and regulations[99](index=99&type=chunk)[100](index=100&type=chunk) [Overview](index=21&type=section&id=Overview) - Asset Entities is a technology company offering social media marketing, content delivery, and Discord server design, development, and management (AE.360.DDM) services across platforms like Discord, TikTok, X, Instagram, and YouTube[104](index=104&type=chunk) - The Company's services include Discord investment education and entertainment primarily for Gen Z, social media and marketing campaigns via its "SiN" network, and AE.360.DDM services for creating and managing Discord communities[104](index=104&type=chunk)[105](index=105&type=chunk)[106](index=106&type=chunk)[107](index=107&type=chunk) - Ternary v2, a cloud-based subscription management and payment processing solution, enables Discord communities to monetize and manage users, offering features like membership sales, digital product integration, and automated user management[108](index=108&type=chunk) - As of June 30, 2025, the combined server user membership was approximately **203,466**, and the Company had **1,163 paying subscribers** to its Discord servers for the three months ended June 30, 2025[105](index=105&type=chunk)[110](index=110&type=chunk) [Our Historical Performance](index=22&type=section&id=Our%20Historical%20Performance) - As of June 30, 2025, the Company had an accumulated deficit of **$16.33 million** and cash and cash equivalents of **$2.52 million**[111](index=111&type=chunk) - Net loss for the three months ended June 30, 2025, was **$2.66 million**, an increase from **$1.73 million** in the prior year period[111](index=111&type=chunk) - The Company has financed operations through capital raises and service sales, including a **$100 million** Shelf Registration Statement, **$3 million** from Series A Preferred Stock private placements, and **$4.83 million** net proceeds from an ATM Financing[111](index=111&type=chunk) - A May 2025 Private Placement is expected to generate approximately **$750.3 million** in gross proceeds, with potential for an additional **$750 million** from warrant exercises, providing sufficient funds through June 30, 2026[112](index=112&type=chunk)[113](index=113&type=chunk) [Principal Factors Affecting Our Financial Performance](index=23&type=section&id=Principal%20Factors%20Affecting%20Our%20Financial%20Performance) - The Company qualifies as an "emerging growth company" and "smaller reporting company," allowing exemptions from certain disclosure requirements and an extended transition period for new accounting standards[114](index=114&type=chunk)[115](index=115&type=chunk)[118](index=118&type=chunk) - Key factors affecting financial performance include the ability to acquire and retain customers, competitive pricing, product expansion, industry demand, technology leverage, talent acquisition, and market conditions[116](index=116&type=chunk) [Results of Operations](index=24&type=section&id=Results%20of%20Operations) [Comparison of Three Months Ended June 30, 2025 and 2024](index=24&type=section&id=Comparison%20of%20Three%20Months%20Ended%20June%2030,%202025%20and%202024) Three Months Operations Data | Operations Data | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :---------------------- | :------------------------------- | :------------------------------- | | Revenue | $173,259 | $92,966 | | Total operating expenses | 2,865,569 | 1,819,503 | | Loss from operations | (2,692,310) | (1,726,537) | | Net loss | (2,664,611) | (1,726,537) | - Revenue increased by **86.4%** to **$0.17 million** for the three months ended June 30, 2025, primarily due to an increased number of Discord server paying subscribers, including those from the Pure Profits acquisition[120](index=120&type=chunk) - Total operating expenses rose by **57.5%** to **$2.9 million**, and loss from operations increased by **55.9%** to **$2.7 million**, mainly due to higher advertising, marketing, payroll, and administrative costs related to public filings[121](index=121&type=chunk)[122](index=122&type=chunk) [Comparison of Six Months Ended June 30, 2025 and 2024](index=25&type=section&id=Comparison%20of%20Six%20Months%20Ended%20June%2030,%202025%20and%202024) Six Months Operations Data | Operations Data | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------- | :----------------------------- | :----------------------------- | | Revenue | $344,008 | $217,807 | | Total operating expenses | 4,693,414 | 3,331,248 | | Loss from operations | (4,349,406) | (3,113,441) | | Net loss | (4,288,829) | (3,113,441) | - Revenue increased by **57.9%** to **$0.34 million** for the six months ended June 30, 2025, driven by growth in Discord server paying subscribers, including those from the Pure Profits acquisition[123](index=123&type=chunk) - Total operating expenses increased by **40.9%** to **$4.7 million**, and loss from operations increased by **39.7%** to **$4.3 million**, primarily due to higher advertising, marketing, payroll, and administrative costs[124](index=124&type=chunk)[125](index=125&type=chunk) [Liquidity and Capital Resources](index=25&type=section&id=Liquidity%20and%20Capital%20Resources) - As of June 30, 2025, the Company had an accumulated deficit of **$16.33 million** and cash and cash equivalents of **$2.52 million**, with a net loss of **$2.66 million** for the three months ended June 30, 2025[126](index=126&type=chunk) - Management expects sufficient funds to cover planned operations through June 30, 2026, based on existing cash, planned financings (ATM Financing, May 2025 Private Placement), and increased revenues from prior acquisitions[126](index=126&type=chunk) - The Company may seek additional equity or debt financing if current resources are insufficient, which could lead to stockholder dilution or restrictive covenants[127](index=127&type=chunk) [Summary of Cash Flow](index=26&type=section&id=Summary%20of%20Cash%20Flow) Cash Flow Summary | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(3,261,053) | $(2,322,108) | | Net cash used in investing activities | - | (214,761) | | Net cash provided by financing activities | 3,118,870 | 1,539,434 | | Net change in cash and cash equivalents | (142,183) | (997,435) | | Cash and cash equivalents at end of period | $2,518,441 | $1,926,888 | - Net cash used in operating activities increased by approximately **$0.9 million** to **$3.3 million** for the six months ended June 30, 2025, primarily due to a **$1.2 million** increase in net loss, partially offset by a **$0.3 million** increase in stock-based compensation[128](index=128&type=chunk) - Net cash used in investing activities was **$0** in 2025, a decrease from **$0.2 million** in 2024, due to the non-recurrence of property, equipment, and intangible asset purchases[129](index=129&type=chunk) - Net cash provided by financing activities increased to **$3.1 million** in 2025 from **$1.5 million** in 2024, mainly due to proceeds from the issuance of Class B Common Stock[130](index=130&type=chunk) [Agreement and Plan of Merger](index=26&type=section&id=Agreement%20and%20Plan%20of%20Merger) - On June 27, 2025, the Company entered into an Amended and Restated Agreement and Plan of Merger (A&R Merger Agreement) with Alpha Merger Sub, Inc. and Strive Enterprises, Inc., where Merger Sub will merge into Strive, making Strive a wholly-owned subsidiary[132](index=132&type=chunk) - Strive stockholders will receive Company Consideration Stock (New Class B Common Stock) based on an Exchange Ratio, and existing Class A and Class B Common Stock will be redesignated as New Class B and New Class A Common Stock, respectively[133](index=133&type=chunk) - The End Date for the merger was extended to February 6, 2026, though parties expect to close by early Fall 2025. The Company's board unanimously approved the A&R Merger Agreement[135](index=135&type=chunk)[136](index=136&type=chunk) - Certain stockholders, representing **40.2%** of voting power, agreed to vote in favor of the merger and convert their Class A Common Stock for a **$2.5 million** payment[138](index=138&type=chunk) - A termination fee of **$10 million** is payable by either Asset Entities or Strive under specified circumstances[139](index=139&type=chunk) [May 2025 Private Placement](index=28&type=section&id=May%202025%20Private%20Placement) - On May 26, 2025, the Company and Strive entered into subscription agreements for a private placement of **346,043,350 shares** of New Class A Common Stock at **$1.35 per share**, pre-funded warrants for **209,771,462 shares** at **$1.3499 per share**, and **555,814,812 traditional warrants**[143](index=143&type=chunk) - The private placement is expected to close concurrently with the merger, generating approximately **$750.3 million** in gross proceeds, with potential for an additional **$750 million** if all traditional warrants are exercised[145](index=145&type=chunk) - The Company agreed to register the resale of these securities and is subject to a restricted period (May 26, 2025, to 45 days after the Outside Effectiveness Date) on issuing certain equity securities without subscriber consent, with specific exceptions[146](index=146&type=chunk)[147](index=147&type=chunk) - Cantor Fitzgerald & Co. (CFCO) acted as lead placement agent and will receive a **3.5% cash fee** of the aggregate gross proceeds[148](index=148&type=chunk) [May 2025 Pre-Funded Warrants](index=30&type=section&id=May%202025%20Pre-Funded%20Warrants) - May 2025 Pre-Funded Warrants have an exercise price of **$0.0001 per share**, are immediately exercisable, and include customary anti-dilution adjustments[150](index=150&type=chunk) - Exercise is restricted if beneficial ownership would exceed **9.99%** of New Class A Common Stock outstanding, unless otherwise elected by the subscriber[151](index=151&type=chunk) [May 2025 Traditional Warrants](index=30&type=section&id=May%202025%20Traditional%20Warrants) - May 2025 Traditional Warrants have an exercise price of **$1.35 per share**, are immediately exercisable, and expire on the first anniversary of the Outside Effectiveness Date, including customary anti-dilution adjustments[153](index=153&type=chunk)[154](index=154&type=chunk) - Similar to pre-funded warrants, exercise is restricted if beneficial ownership would exceed **9.99%** of New Class A Common Stock outstanding, unless otherwise elected[155](index=155&type=chunk) [Executive Compensation](index=30&type=section&id=Executive%20Compensation) - On April 28, 2025, the Compensation Committee approved annual cash bonuses for 2025: **$75,000 each** for CEO Arshia Sarkhani, CFO Matthew Krueger, and Executive Chairman Michael Gaubert; and **$25,000 each** for Executive Vice-Chairman Kyle Fairbanks, COO Arman Sarkhani, and Director of Socials Jackson Fairbanks[158](index=158&type=chunk) [Executive Employment and Consulting Agreements](index=31&type=section&id=Executive%20Employment%20and%20Consulting%20Agreements) - New employment agreements were entered into on March 27, 2025, for key executives, including Arshia Sarkhani (CEO), Matthew Krueger (CFO), Kyle Fairbanks (Executive Vice-Chairman), Arman Sarkhani (COO), and Jackson Fairbanks (Director of Socials), with terms ending April 1, 2027[159](index=159&type=chunk)[160](index=160&type=chunk)[162](index=162&type=chunk)[163](index=163&type=chunk)[165](index=165&type=chunk) - Annual salaries range from **$125,000 to $240,000**, with immediate cash bonuses paid upon agreement. Executives are eligible for annual cash bonuses and restricted stock awards (subject to stockholder approval and vesting over two years)[159](index=159&type=chunk)[160](index=160&type=chunk)[162](index=162&type=chunk)[163](index=163&type=chunk)[164](index=164&type=chunk)[165](index=165&type=chunk) - Agreements include confidentiality, non-competition, and non-solicitation provisions. Separation fees, typically equal to annual salary, are payable if terminated without cause[159](index=159&type=chunk)[160](index=160&type=chunk)[162](index=162&type=chunk)[163](index=163&type=chunk)[164](index=164&type=chunk)[165](index=165&type=chunk)[167](index=167&type=chunk) - Jason Lee (CTO) has an agreement from November 2023 with an annual salary of **$100,000** and a grant of **35,400 Class B Common Stock shares** vesting over two years[166](index=166&type=chunk) [Private Placements of Series A Preferred Stock](index=33&type=section&id=Private%20Placements%20of%20Series%20A%20Preferred%20Stock) - Under the Ionic Purchase Agreement, the Company issued and sold **330 shares** of Series A Preferred Stock to Ionic Ventures, LLC for maximum gross proceeds of **$3 million**, with two closings in May and July 2024, each for **$1.5 million**[168](index=168&type=chunk)[169](index=169&type=chunk) - Ionic Ventures, LLC has confirmed it will invest up to an additional **$3 million** upon request, subject to further definitive agreements[170](index=170&type=chunk) [Compensation to Boustead Securities, LLC](index=33&type=section&id=Compensation%20to%20Boustead%20Securities,%20LLC) - Boustead Securities, LLC received a **7% fee** and a **1% non-accountable expense allowance** for each Series A Preferred Stock closing, totaling **$0.12 million** for each of the two closings[171](index=171&type=chunk)[172](index=172&type=chunk) - Boustead also received warrants to purchase **30,800 shares** of Class B Common Stock for each closing, which were subsequently assigned and fully exercised on a cashless basis[171](index=171&type=chunk)[172](index=172&type=chunk)[173](index=173&type=chunk)[174](index=174&type=chunk) [ATM Financing](index=35&type=section&id=ATM%20Financing) - The Company entered into an ATM Sales Agreement with A.G.P./Alliance Global Partners on September 27, 2024, to sell up to **$1.8 million** of Class B Common Stock, later increased to **$5.5 million** as of June 30, 2025[175](index=175&type=chunk) - The Sales Agent receives a **3.0% cash commission** on gross sales and reimbursement for fees and expenses up to **$60,000**, plus **$5,000 quarterly** for maintenance[179](index=179&type=chunk) - As of June 30, 2025, **5,427,700 shares** were sold through the ATM Financing, generating net proceeds of **$4.83 million** after paying **$0.33 million** in compensation to the Sales Agent and Boustead[182](index=182&type=chunk) [Critical Accounting Policies and Estimates](index=36&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) - The Company's critical accounting policies involve significant management judgments and estimates, particularly for intangible assets, impairment of long-lived assets, advertising expenses, research and development, stock-based compensation, share repurchases, revenue recognition, contract liabilities, earnings per share, commitments and contingencies, segment reporting, and recent accounting pronouncements[184](index=184&type=chunk) [Intangible Assets](index=36&type=section&id=Intangible%20Assets) - Acquired intangible assets are recorded at fair value and tested for impairment annually (indefinite-lived) or when circumstances indicate (finite-lived). No impairment charges were recognized for the six months ended June 30, 2025 or 2024[185](index=185&type=chunk) - Finite-lived intangible assets (e.g., acquired franchise agreements, customer relationships, internally developed software) are amortized straight-line over **5 to 15 years**. Indefinite-lived assets include acquired domain names, trade names, and purchased software[186](index=186&type=chunk) - Costs for internally developed software are capitalized during the application development stage and amortized straight-line over its estimated useful life, requiring significant management judgment[187](index=187&type=chunk) [Impairment of Long-lived Assets Other Than Goodwill](index=37&type=section&id=Impairment%20of%20Long-lived%20Assets%20Other%20Than%20Goodwill) - Long-lived assets with finite lives (property, equipment, intangible assets, ROU assets) are reviewed for impairment when events suggest carrying value may not be recoverable. Impairment is recognized if estimated undiscounted cash flows are below carrying value[188](index=188&type=chunk) [Advertising Expenses](index=37&type=section&id=Advertising%20Expenses) - Advertising costs are expensed as incurred and totaled **$412,445** for the six months ended June 30, 2025, an increase from **$284,886** in the prior year period, included in general and administrative expenses[189](index=189&type=chunk) [Research and Development](index=37&type=section&id=Research%20and%20Development) - Research and development costs are expensed as incurred, totaling **$182,484** for the six months ended June 30, 2025, a decrease from **$238,739** in the prior year period, included in contract labor[190](index=190&type=chunk)[191](index=191&type=chunk) [Stock Based Compensation](index=37&type=section&id=Stock%20Based%20Compensation) - Stock-based compensation for awards to employees, non-employees, and board members is recorded at grant date fair value and expensed straight-line over the service period (**1-3 years**)[192](index=192&type=chunk) - Fair value of restricted stock awards (RSAs) is based on the Company's stock price on the grant date[193](index=193&type=chunk) [Share Repurchase](index=37&type=section&id=Share%20Repurchase) - Share repurchases are recorded as treasury stock on the settlement date. When cancelled, the value is deducted from common stock, with any excess over par value recorded to accumulated deficit[194](index=194&type=chunk) [Revenue Recognition](index=37&type=section&id=Revenue%20Recognition) - Revenue is recognized following a five-step model: identifying contracts and performance obligations, determining transaction price, allocating price, and recognizing revenue when obligations are satisfied[195](index=195&type=chunk) - Subscription revenue is recognized over time, with advance payments recorded as contract liabilities. Marketing and AE.360.DDM contract revenues are recognized over short durations (typically less than **two weeks** and **one week**, respectively)[196](index=196&type=chunk)[197](index=197&type=chunk)[198](index=198&type=chunk) [Contract Liabilities](index=38&type=section&id=Contract%20Liabilities) - Contract liabilities, primarily from deferred subscription revenue, were **$447** as of June 30, 2025, up from **$369** at December 31, 2024. These are expected to be recognized as revenue within **12 months**[199](index=199&type=chunk) Contract Liabilities Data | Contract Liabilities | 2025 | | :------------------- | :--- | | Balance, January 1 | $369 | | Deferral of revenue | 298 | | Recognition of revenue | (220) | | Balance, June 30 | $447 | [Earnings per Share of Common Stock](index=38&type=section&id=Earnings%20per%20Share%20of%20Common%20Stock) - Basic loss per share is calculated by dividing net loss by the weighted average common shares outstanding. Diluted EPS includes potential common shares from convertible securities, options, and warrants, unless anti-dilutive[201](index=201&type=chunk) - As of June 30, 2025, warrants representing **31,500 common stock equivalents** were excluded from diluted net loss per share calculation because their inclusion would be anti-dilutive[202](index=202&type=chunk) [Commitments and Contingencies](index=38&type=section&id=Commitments%20and%20Contingencies) - Liabilities for loss contingencies are recorded when probable and reasonably estimable. As of June 30, 2025, and December 31, 2024, the Company had no material commitments or contingencies[203](index=203&type=chunk) [Segment Reporting](index=39&type=section&id=Segment%20Reporting) - The Company operates as a single operating segment, with the CEO serving as the chief operating decision maker, reviewing overall operating results, net income, and operating margin to allocate resources and assess financial performance[205](index=205&type=chunk)[206](index=206&type=chunk) [Recent Accounting Pronouncements](index=39&type=section&id=Recent%20Accounting%20Pronouncements) - ASU 2024-03, requiring disaggregated disclosure of income statement expenses for public business entities, will be effective for the Company on January 1, 2027. Other recent pronouncements are not expected to have a material impact[207](index=207&type=chunk)[208](index=208&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.](index=39&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK.) The Company has no applicable quantitative and qualitative disclosures regarding market risk - The Company has no applicable quantitative and qualitative disclosures about market risk[209](index=209&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES.](index=39&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES.) Evaluation of disclosure controls and procedures and changes in internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=39&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - Management, including the CEO and CFO, concluded that the Company's disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2025[210](index=210&type=chunk) [Changes in Internal Control Over Financial Reporting](index=39&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) - There were no material changes in the Company's internal control over financial reporting during the three months ended June 30, 2025[211](index=211&type=chunk) [PART II OTHER INFORMATION](index=40&type=section&id=PART%20II%20OTHER%20INFORMATION) [ITEM 1. LEGAL PROCEEDINGS.](index=40&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS.) The Company's involvement in any legal proceedings is addressed in this section - The Company is not currently aware of any legal proceedings or claims that are expected to have a material adverse effect on its business, financial condition, or operating results[214](index=214&type=chunk) [ITEM 1A. RISK FACTORS.](index=40&type=section&id=ITEM%201A.%20RISK%20FACTORS.) Key risk factors affecting the Company's operations and financial performance are outlined - There are no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024[215](index=215&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.](index=40&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS.) Reports on unregistered sales or repurchases of equity securities during the reporting period [Unregistered Sales of Equity Securities](index=40&type=section&id=Unregistered%20Sales%20of%20Equity%20Securities) - During the three months ended June 30, 2025, the Company did not sell any unregistered equity securities that were not previously disclosed[216](index=216&type=chunk) [Purchases of Equity Securities](index=40&type=section&id=Purchases%20of%20Equity%20Securities) - No repurchases of Common Stock by the Company occurred during the three months ended June 30, 2025[217](index=217&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES.](index=40&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES.) Reporting on any defaults upon senior securities during the reporting period - There were no defaults upon senior securities during the reporting period[218](index=218&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES.](index=40&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES.) Applicability of mine safety disclosures for the Company is stated - Mine safety disclosures are not applicable to the Company[219](index=219&type=chunk) [ITEM 5. OTHER INFORMATION.](index=40&type=section&id=ITEM%205.%20OTHER%20INFORMATION.) Provides other required disclosures not reported in a Current Report on Form 8-K - The Company has no information to disclose that was required to be reported in a Current Report on Form 8-K during the three months ended June 30, 2025, but was not[220](index=220&type=chunk) - No directors or officers adopted or terminated a Rule 10b5-1 trading plan or arrangement, or a non-Rule 10b5-1 trading plan, during the fiscal quarter ended June 30, 2025[220](index=220&type=chunk) [ITEM 6. EXHIBITS.](index=41&type=section&id=ITEM%206.%20EXHIBITS.) Lists all exhibits filed as part of the Form 10-Q, including merger agreements and certifications - Exhibits include the Amended and Restated Agreement and Plan of Merger (2.2), Certificate of Designation of Series A Convertible Preferred Stock (3.2), Form of Pre-Funded Warrant (4.1), Form of Warrant (4.2), and Certifications of Principal Executive and Financial Officers (31.1, 31.2, 32.1, 32.2)[222](index=222&type=chunk) [SIGNATURES](index=42&type=section&id=SIGNATURES) Contains the required signatures for the Form 10-Q - The report was signed on August 5, 2025, by Arshia Sarkhani, Chief Executive Officer and President, and Matthew Krueger, Chief Financial Officer[226](index=226&type=chunk)
Asset Entities: The First Publicly Traded Asset Management Bitcoin Treasury For $8 Per Share -- Strong Buy
Seeking Alpha· 2025-05-30 12:41
Company Overview - Asset Entities (NASDAQ: ASST) is experiencing significant stock volatility, trading at less than $8 last week, reaching $12 recently, and currently around $8.10 per share [1] Market Context - The stock is characterized by a lot of positive news, indicating potential momentum in the market [1] - The author has extensive experience in the market, particularly in the technology sector, and emphasizes the importance of momentum in investment strategies [1]
Strive Asset Management and Asset Entities (Nasdaq: ASST) Announce $750M Private Investment to Fund First Wave of Bitcoin Accumulation
Globenewswire· 2025-05-27 13:00
Core Viewpoint - Strive Asset Management and Asset Entities have announced a $750 million private investment in public equity (PIPE), with potential total proceeds of $1.5 billion, aimed at establishing Strive as a leading Bitcoin treasury company focused on long-term outperformance through innovative strategies [1][7]. Financing Details - The PIPE transaction is priced at $1.35 per share, representing a 121% premium to Asset Entities' closing price before the merger announcement [4]. - The financing is expected to close concurrently with the merger agreement between Strive Asset Management and Asset Entities, involving participation from leading institutional investors and Strive's management team [2][5]. Strategic Focus - Strive's approach contrasts with traditional Bitcoin treasury companies by focusing on alpha-generating strategies rather than solely on leveraged beta strategies tied to Bitcoin holdings [3][11]. - The first wave of alpha-generating strategies includes acquiring discounted biotech companies and distressed Bitcoin claims, positioning Strive to capitalize on significant market opportunities [8]. Market Positioning - The combined company will maintain no outstanding debt after the financing, enhancing its leverage capacity for future growth [7]. - Strive aims to become a market leader in purchasing structured Bitcoin credit vehicles at discounted prices, further solidifying its competitive advantage [8].
assetentities(ASST) - 2025 Q1 - Quarterly Report
2025-05-15 20:20
[PART I FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Unaudited Q1 2025 financial statements report a **$1.62 million net loss** and **$13.67 million accumulated deficit**, noting a subsequent merger Balance Sheet Highlights (Unaudited) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $4,208,912 | $2,660,624 | | Total Current Assets | $4,475,352 | $2,697,852 | | TOTAL ASSETS | $4,994,288 | $3,217,466 | | **Liabilities & Equity** | | | | TOTAL LIABILITIES | $460,543 | $430,895 | | Accumulated deficit | $(13,665,770) | $(12,006,357) | | TOTAL STOCKHOLDERS' EQUITY | $4,533,745 | $2,786,571 | Statement of Operations Highlights (Unaudited) | Account | Three months ended March 31, 2025 | Three months ended March 31, 2024 | | :--- | :--- | :--- | | Revenue | $170,749 | $124,841 | | Total operating expenses | $1,827,845 | $1,511,745 | | Loss from operations | $(1,657,096) | $(1,386,904) | | Net loss | $(1,624,218) | $(1,386,904) | | Net loss attributable to common stockholders | $(1,659,413) | $(1,386,904) | | Loss per share - basic and diluted | $(0.13) | $(0.49) | Statement of Cash Flows Highlights (Unaudited) | Activity | Three months ended March 31, 2025 | Three months ended March 31, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(1,570,582) | $(1,042,635) | | Net cash used in investing activities | $0 | $(11,902) | | Net cash provided by financing activities | $3,118,870 | $0 | | Net change in cash and cash equivalents | $1,548,288 | $(1,054,537) | - The company provides social media marketing, content delivery, and server design/development services across platforms like Discord and TikTok, under brands including "AE.360.DDM"[28](index=28&type=chunk) - Despite a **net loss of $1.62 million** for the quarter and an **accumulated deficit of $13.67 million**, management believes existing cash resources are sufficient to fund operations for at least the next 12 months, partly due to a commitment of up to **$3 million** from Ionic Ventures, LLC[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk) - Subsequent Event: On May 6, 2025, the company entered into an Agreement and Plan of Merger with Strive Enterprises, Inc., where Strive's subsidiary, Strive Asset Management, LLC, will merge with a subsidiary of the company[92](index=92&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2025 financial performance, liquidity, and strategic initiatives, highlighting revenue growth, increased net loss, and a definitive merger [Results of Operations](index=29&type=section&id=Results%20of%20Operations) Q1 2025 revenue increased **36.8%** due to subscriber growth, but rising operating expenses led to a **$1.66 million loss from operations** Comparison of Operations: Q1 2025 vs. Q1 2024 | Metric | Q1 2025 | Q1 2024 | Change | | :--- | :--- | :--- | :--- | | Revenue | $170,749 | $124,841 | +36.8% | | Total Operating Expenses | $1,827,845 | $1,511,745 | +20.9% | | Loss from Operations | $(1,657,096) | $(1,386,904) | +19.5% | | Net Loss | $(1,624,218) | $(1,386,904) | +17.1% | - The increase in revenue was primarily due to a higher number of Discord server paying subscribers, which grew from **438 in Q1 2024 to 1,254 in Q1 2025**[118](index=118&type=chunk)[138](index=138&type=chunk) - The rise in operating expenses was mainly driven by increased advertising, marketing, payroll, and other administrative costs associated with being a public company[139](index=139&type=chunk) [Liquidity and Capital Resources](index=29&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2025, the company had **$4.2 million** cash, funded by **$3.12 million** from financing, asserting sufficient capital for the next year - The company had cash and cash equivalents of **$4,208,912** as of March 31, 2025, compared to **$2,660,624** at the end of 2024[141](index=141&type=chunk) - Net cash used in operating activities increased to **$1.57 million** in Q1 2025 from **$1.04 million** in Q1 2024, primarily due to a higher net loss and changes in working capital[143](index=143&type=chunk) - Financing activities provided **$3.12 million** in cash during Q1 2025, mainly from the issuance of Class B Common Stock through an "at the market" (ATM) offering[145](index=145&type=chunk)[177](index=177&type=chunk) - The company completed a two-part private placement of Series A Preferred Stock with Ionic Ventures, LLC, raising a total of **$3.0 million** in gross proceeds in May and July 2024[152](index=152&type=chunk)[153](index=153&type=chunk) [Recent Developments](index=26&type=section&id=Recent%20Developments) A definitive Merger Agreement was signed on May 6, 2025, with Strive Enterprises, Inc., granting Strive approximately **94.2%** of the combined entity - On May 6, 2025, the company entered into a Merger Agreement with Strive Enterprises, Inc. and its subsidiary, Strive Asset Management, LLC[125](index=125&type=chunk) - Post-merger, Strive will receive a number of shares resulting in it holding **94.2%** of the then-outstanding common stock of the company on a fully-diluted basis[127](index=127&type=chunk) - The merger closing is contingent upon several conditions, including approvals from both companies' stockholders and the listing of the new Class A common stock on Nasdaq[128](index=128&type=chunk) - A Voting and Support Agreement was executed with stockholders holding approximately **42.7%** of the company's voting power, who agreed to vote in favor of the merger[135](index=135&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable to the company for this reporting period - The company has indicated that this disclosure is not applicable[212](index=212&type=chunk) [Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of March 31, 2025, with no material changes to internal controls - Based on an evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective at a reasonable assurance level as of the end of the period[213](index=213&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[214](index=214&type=chunk) [PART II OTHER INFORMATION](index=43&type=section&id=PART%20II%20OTHER%20INFORMATION) [Legal Proceedings](index=43&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any legal proceedings expected to materially affect its business or financial condition - The company is not currently aware of any legal proceedings or claims that are expected to have a material adverse effect on its business[217](index=217&type=chunk) [Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) This section is not applicable for this quarterly report - The company has indicated that this disclosure is not applicable[218](index=218&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=43&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q1 2025, the company did not sell any previously undisclosed unregistered equity securities or repurchase equity - The company did not sell any equity securities that were not registered under the Securities Act and not previously disclosed in a Form 8-K during the three months ended March 31, 2025[219](index=219&type=chunk) - No repurchases of common stock were made during the first quarter of 2025[220](index=220&type=chunk) [Defaults Upon Senior Securities](index=43&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon its senior securities - None[221](index=221&type=chunk) [Mine Safety Disclosures](index=43&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - Not applicable[222](index=222&type=chunk) [Other Information](index=43&type=section&id=Item%205.%20Other%20Information) The company confirms no unreported Form 8-K information and no Rule 10b5-1 trading plan adoptions or terminations - No information required to be disclosed on a Form 8-K during the quarter was unreported[223](index=223&type=chunk) - No directors or officers adopted or terminated a Rule 10b5-1 trading plan or a non-Rule 10b5-1 trading arrangement during the fiscal quarter[223](index=223&type=chunk) [Exhibits](index=44&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including the Merger Agreement and executive agreements - Key exhibits filed include the Agreement and Plan of Merger with Strive Enterprises, Inc., the Voting and Support Agreement, and various executive compensation agreements[225](index=225&type=chunk)
STRIVE ASSET MANAGEMENT TO COMBINE WITH ASSET ENTITIES (NASDAQ: ASST) TO FORM FIRST PUBLICLY TRADED ASSET MANAGEMENT BITCOIN TREASURY COMPANY
Prnewswire· 2025-05-07 12:40
Company Overview - Strive Asset Management, LLC ("SAM") has entered into a definitive merger agreement with Asset Entities Inc. (NASDAQ: ASST) [3] - The combined entity will operate under the Strive brand and will be listed on NASDAQ as a public Bitcoin Treasury Company [4] Strategic Goals - The company aims to maximize Bitcoin exposure per share over the long term through innovative financial strategies not previously utilized by other Bitcoin treasury companies [1][4] - Strive Asset Management plans to build a Bitcoin war chest in a minimally dilutive manner for common shareholders, using Bitcoin as the hurdle rate for capital deployment [4][5] Innovative Strategies - SAM will implement proprietary strategies to fuel Bitcoin accumulation, including a first-of-its-kind offer of combined company equity in exchange for Bitcoin, intended to be tax-free under Section 351 of the U.S. tax code [5][8] - The company plans to acquire cash at a discount through mergers with overcapitalized companies, creating opportunities to accumulate Bitcoin in an accretive manner [5][6] Financial Structure - The reverse merger structure will provide immediate access to an effective shelf registration statement, allowing the company to raise primary capital post-transaction, with plans to expand to $1 billion [6][7] - The flexibility to raise capital under this effective shelf registration statement is seen as a competitive advantage over other newly formed Bitcoin treasury companies [7] Leadership and Management - Matt Cole will serve as CEO and Chairman of the Board, bringing extensive institutional experience as a former $70 billion fixed income portfolio manager [10] - The management team includes Ben Pham as CFO, Arshia Sarkhani as CMO, and Logan Beirne as CLO, with plans to add respected Bitcoin leaders as independent board directors [11] Company Background - Strive Asset Management has quickly grown to manage approximately $2 billion in assets since its founding in 2022, advocating for capitalism and innovation [12][16] - The merger with Asset Entities is a strategic step to advance the corporate adoption of Bitcoin treasuries, aiming to maximize long-term shareholder value [13]
Asset Entities to Merge with Strive Asset Management to Form the First Publicly Traded Asset Management Bitcoin Treasury Company
Globenewswire· 2025-05-07 12:00
Company Overview - Asset Entities Inc. has entered into a definitive merger agreement with Strive Asset Management, resulting in a combined company that will operate under the Strive brand and become a public Bitcoin Treasury Company [2][12] - The merger aims to maximize Bitcoin exposure per share and outperform Bitcoin over the long term, focusing on maximizing value for common equity shareholders [1][3] Strategic Goals - Strive Asset Management plans to build a Bitcoin war chest in a minimally dilutive manner to common shareholders, using Bitcoin as the hurdle rate for capital deployment [3][4] - The combined company will implement proprietary strategies to fuel Bitcoin accumulation, including a unique offer of combined company equity in exchange for Bitcoin, intended to be tax-free for investors under Section 351 of the U.S. tax code [4][6] Financial Structure - The reverse merger structure will provide immediate access to an effective shelf registration statement, allowing the company to raise up to $1 billion in primary capital post-transaction to accumulate Bitcoin through equity and debt offerings [5][12] - The anticipated Bitcoin-for-stock exchange will be open only to certain accredited investors prior to the transaction's closing, with no markup expected on the deal transaction price for participants [7][12] Leadership and Management - Matt Cole will serve as CEO and Chairman of the Board, bringing extensive institutional experience as a former $70 billion fixed income portfolio manager [8][9] - The management team will include key figures from both companies, with plans to add respected Bitcoin leaders as independent board directors [9][10] Company Background - Strive Asset Management has quickly amassed approximately $2 billion in assets under management since its founding in 2022, advocating for corporate adoption of Bitcoin treasuries to maximize long-term shareholder value [11][12] - Asset Entities is recognized for its digital marketing and content delivery services, particularly within the Discord platform, and aims to leverage its strengths in community engagement to drive Bitcoin-centric financial models [10][14]
assetentities(ASST) - 2024 Q4 - Annual Report
2025-03-31 21:23
Part I [Business](index=8&type=section&id=Item%201.%20Business.) The company specializes in social media marketing and content delivery for Gen Z on platforms like Discord and TikTok [Overview and Background](index=8&type=section&id=Overview) The company provides social media marketing and content services, focusing on investment education for Gen Z on Discord - The company offers three primary services: Discord investment education, social media/marketing services, and AE.360.DDM brand services for Discord server management[24](index=24&type=chunk) - Founded in 2020, the company's vision was to bring investment education to Gen Z through social media, leading to the creation of educational Discord servers for stocks, crypto, NFTs, and real estate[25](index=25&type=chunk)[26](index=26&type=chunk) - The company's social media presence grew from under 50,000 followers in August 2020 to **over 2 million by December 31, 2024**, with over 1 billion interactions across all platforms[28](index=28&type=chunk) [Our Current Business and Fiscal Year 2024 Highlights](index=8&type=section&id=Our%20Current%20Business%20and%20Fiscal%20Year%202024%20Highlights) Key 2024 initiatives included new media launches, significant financing, strategic acquisitions, and celebrity partnerships - Launched "The Lounge" YouTube channel featuring interviews with celebrities and business professionals[33](index=33&type=chunk) - Completed a **$3.0 million financing transaction** through the sale of Series A Preferred Stock in two closings (May and July 2024)[33](index=33&type=chunk)[35](index=35&type=chunk) - Commenced an "at the market offering" (ATM Financing) in September 2024, raising net proceeds of **$4,830,648 as of March 31, 2025**[35](index=35&type=chunk) - Acquired the assets of TommyBoyTV in June 2024 and the TikTok Money Machine in November 2024 to expand its Discord community market share and enter the TikTok Shop space[35](index=35&type=chunk) - Became an approved TikTok Shop Partner in December 2024[35](index=35&type=chunk) [Our Historical Performance](index=10&type=section&id=Our%20Historical%20Performance) The company has a history of net losses and relies on capital raises to fund its operations Financial Position as of Dec 31, 2024 | Metric | Value (USD) | | :--- | :--- | | Accumulated Deficit | $12,006,357 | | Cash Balance | $2,660,624 | Net Loss Comparison | Year Ended Dec 31 | Net Loss (USD) | | :--- | :--- | | 2024 | $6,393,932 | | 2023 | $4,931,197 | - The company has financed operations through capital raises, including a Shelf Registration Statement for up to **$100 million**, a **$3.0 million Series A Preferred Stock placement**, and an ATM Financing program[34](index=34&type=chunk) [Industry Overview](index=11&type=section&id=Industry%20Overview) The market for social media financial education is expanding, driven by Gen Z demand on platforms like TikTok and Discord - There is a growing demand for financial information among young, inexperienced investors (Gen Z) due to a lack of formal personal-finance education in the U.S[37](index=37&type=chunk)[38](index=38&type=chunk) - The social media influencer market **exceeded $13 billion globally**, with Gen Z influencers gaining significant sway over consumer spending and financial interests[39](index=39&type=chunk) - Discord has grown rapidly, reaching **over 259 million monthly active users**, up from 56 million in 2019[42](index=42&type=chunk)[43](index=43&type=chunk) [Our Services](index=12&type=section&id=Our%20Services) The company offers Discord community management, social media marketing, and a SaaS payment processing platform - **Discord Communities:** Operates ten servers with **~206,899 members** as of Dec 31, 2024, with subscription fees from $4.99 to $120.00 for premium content[46](index=46&type=chunk) - **Social Media and Marketing:** Provides marketing and content creation services for clients, with fees from $2,000 to $50,000 per campaign, utilizing its 'Social Influencer Network' (SiN)[49](index=49&type=chunk)[50](index=50&type=chunk) - **AE.360.DDM (Design Develop Manage):** A suite of services for creating and managing Discord servers for individuals and companies, with project fees from $497 to $5,000+, or based on a revenue-share model[53](index=53&type=chunk) - **Ternary v2:** A cloud-based subscription management and payment processing solution with CRM tools for Discord communities, partnered with Stripe[32](index=32&type=chunk)[56](index=56&type=chunk) [Competition](index=15&type=section&id=Competition) The company competes with other large Discord servers and social media influencers in the investment education space Competitor Analysis (as of March 2025) | Competitor | Service | Members/Users | Pricing | | :--- | :--- | :--- | :--- | | Xtrades Discord Server | Stock/Options Trading | ~110,000 | $38/month | | WallStreetBets | High-Risk Investing | ~484,305 (Discord) | Generally Free | | Eagle Investors | Investment Education | ~156,000 (Discord) | $67-$140/month (premium) | | @Fourtoeight (Wiseguyinvesting) | Investment Education | Similar to Asset Entities | $25/week to $800/year | | @moneylinemark (StockVIP) | Investment Education | ~254,000 (Discord) | Subscription-based | - The company states it is not aware of any direct competitors for its AE.360.DDM suite of services[75](index=75&type=chunk) [Corporate History and Structure](index=21&type=section&id=Corporate%20History%20and%20Structure) The company utilizes a dual-class stock structure that concentrates significant voting power with its officers and directors - The company has a dual-class stock structure: Class A (10 votes/share) and Class B (1 vote/share)[96](index=96&type=chunk) - As of March 25, 2025, all 1,000,000 outstanding shares of Class A Common Stock are held by Asset Entities Holdings, LLC (AEH)[98](index=98&type=chunk) - Company officers and directors collectively control approximately **43.6% of the total voting power** through their holdings and control of AEH[98](index=98&type=chunk) [Risk Factors](index=23&type=section&id=Item%201A.%20Risk%20Factors.) The company faces significant risks related to its operating history, industry reliance, regulatory compliance, and concentrated ownership - **Business Risks:** The company has a limited operating history, experiences negative cash flow, and may need to raise additional capital, with high dependency on social media platforms like TikTok which faces a potential U.S. ban[103](index=103&type=chunk)[104](index=104&type=chunk)[108](index=108&type=chunk)[110](index=110&type=chunk) - **Regulatory Risks:** The company may be subject to the Investment Advisers Act of 1940 and faces costly compliance with numerous data privacy laws like GDPR and CCPA[147](index=147&type=chunk)[148](index=148&type=chunk)[153](index=153&type=chunk)[154](index=154&type=chunk) - **Operational Risks:** The business depends on the continued performance and social media following of its senior management and co-founders, and faces risks from cyberattacks and infrastructure challenges[124](index=124&type=chunk)[125](index=125&type=chunk)[138](index=138&type=chunk) - **Ownership & Market Risks:** Voting control is concentrated with officers and directors through a dual-class stock structure, and the company has received Nasdaq non-compliance notifications[174](index=174&type=chunk)[180](index=180&type=chunk)[184](index=184&type=chunk) [Unresolved Staff Comments](index=41&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments.) This item is not applicable as the company has no unresolved staff comments - Not applicable[205](index=205&type=chunk) [Cybersecurity](index=41&type=section&id=Item%201C.%20Cybersecurity.) The company manages cybersecurity risk through an integrated strategy overseen by the Board and key technology officers - The company has implemented security measures including two-factor authentication (2FA) for eData access and a unique four-factor authentication (4FA) process for banking and application systems[208](index=208&type=chunk) - Cybersecurity risk management is overseen by the Board of Directors, with day-to-day management handled by the Chief Technology Officer, Chief Operating Officer, and a Technology Consultant[213](index=213&type=chunk)[214](index=214&type=chunk) - The company has not encountered any cybersecurity challenges that have materially affected or are reasonably likely to materially affect its business, operations, or financial condition[212](index=212&type=chunk) [Properties](index=43&type=section&id=Item%202.%20Properties.) The company operates as a remote-first business but maintains a central office in Dallas, Texas under lease agreements - The company is remote-first but leases its headquarters at 100 Crescent Court, 7th Floor, Dallas, Texas[217](index=217&type=chunk) - Multiple lease agreements are in place with Regus Management, with monthly payments ranging from $1,228 to $5,329 for different office spaces, with terms extending into 2025[217](index=217&type=chunk) [Legal Proceedings](index=43&type=section&id=Item%203.%20Legal%20Proceedings.) The company is not currently involved in any material legal proceedings or claims - The company is not currently involved in any material legal proceedings[219](index=219&type=chunk) [Mine Safety Disclosures](index=43&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable to the company - Not applicable[220](index=220&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=44&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities.) The company's Class B Common Stock trades on Nasdaq, and proceeds from its IPO have been used for working capital - Class B Common Stock is listed on Nasdaq under the symbol "ASST" since February 3, 2023[222](index=222&type=chunk) Use of IPO Proceeds (as of Dec 31, 2024) | Use of Proceeds | Amount (USD) | | :--- | :--- | | Acquisition of assets of other businesses | ~$0.3 million | | Working capital | ~$6.3 million | | Other uses | None | - The company has never paid cash dividends and does not anticipate paying them in the near future, with prohibitions related to its Series A Preferred Stock[234](index=234&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=46&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Revenue grew significantly in FY2024, but rising operating expenses led to a larger net loss, with operations funded by recent financing [Results of Operations](index=49&type=section&id=Results%20of%20Operations) Revenue grew 128.7% in FY2024, but a 35.1% increase in operating expenses widened the company's net loss Consolidated Operations Data (Fiscal Year Ended Dec 31) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Revenue | $633,489 | $277,038 | | Total operating expenses | $7,037,517 | $5,208,235 | | Loss from operations | ($6,404,028) | ($4,931,197) | | Net loss | ($6,393,932) | ($4,931,197) | - The **128.7% increase in revenue** was primarily due to a higher number of Discord server paying subscribers, including those from recent acquisitions[253](index=253&type=chunk) - The **35.1% increase in operating expenses** was mainly due to a ~$1.1 million rise in advertising, marketing, and payroll, and a ~$0.7 million increase in management compensation[254](index=254&type=chunk) [Liquidity and Capital Resources](index=50&type=section&id=Liquidity%20and%20Capital%20Resources) The company has financed its negative operating cash flow through significant capital raises, ensuring liquidity for the next year Summary of Cash Flow (Fiscal Year Ended Dec 31) | Cash Flow Activity | 2024 | 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | ($4,900,057) | ($3,807,623) | | Net cash used in investing activities | ($400,000) | ($113,559) | | Net cash provided by financing activities | $5,036,358 | $6,708,328 | | **Net change in cash** | **($263,699)** | **$2,787,146** | | **Cash at end of year** | **$2,660,624** | **$2,924,323** | - The company completed a two-part private placement of Series A Preferred Stock in May and July 2024, raising gross proceeds of **$3.0 million**[256](index=256&type=chunk)[288](index=288&type=chunk)[289](index=289&type=chunk) - An "at the market" (ATM) financing program commenced in September 2024 has raised net proceeds of **$4,830,648 as of March 31, 2025**[256](index=256&type=chunk) [Critical Accounting Estimates](index=61&type=section&id=Critical%20Accounting%20Estimates) Key accounting estimates involve significant judgment in valuing intangible assets, recognizing revenue, and expensing stock-based compensation - **Intangible Assets:** Acquired intangible assets are recorded at fair value and tested for impairment, with **no impairment charges recorded in 2023 or 2024**[320](index=320&type=chunk) - **Revenue Recognition:** Subscription revenue is recognized over the service period, while marketing and AE.360.DDM revenues are recognized upon completion of short-duration contracts[330](index=330&type=chunk)[331](index=331&type=chunk)[332](index=332&type=chunk)[333](index=333&type=chunk) - **Stock-Based Compensation:** Awards are measured at grant-date fair value and expensed on a straight-line basis over the requisite service period[327](index=327&type=chunk) Key Expense Policies | Expense Type | 2024 Expense | 2023 Expense | Accounting Policy | | :--- | :--- | :--- | :--- | | Advertising | $944,635 | $436,066 | Expensed as incurred | | Research & Development | $423,299 | $18,935 | Expensed as incurred | [Financial Statements and Supplementary Data](index=64&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data.) This section contains the company's audited consolidated financial statements and accompanying notes for fiscal years 2024 and 2023 [Financial Statements](index=94&type=section&id=Financial%20Statements) Audited statements show total assets of $3.22 million, a net loss of $6.39 million, and a net loss per share of ($1.70) for 2024 Consolidated Balance Sheet Highlights (as of Dec 31, 2024) | Metric | Value (USD) | | :--- | :--- | | Total Assets | $3,217,466 | | Total Liabilities | $430,895 | | Total Stockholders' Equity | $2,786,571 | Consolidated Statement of Operations Highlights (Year Ended Dec 31, 2024) | Metric | Value (USD) | | :--- | :--- | | Revenue | $633,489 | | Loss from operations | ($6,404,028) | | Net loss | ($6,393,932) | | Net loss attributable to common stockholders | ($6,448,042) | | Loss per share (basic and diluted) | ($1.70) | Consolidated Statement of Cash Flows Highlights (Year Ended Dec 31, 2024) | Metric | Value (USD) | | :--- | :--- | | Net cash used in operating activities | ($4,900,057) | | Net cash provided by financing activities | $5,036,358 | | Net change in cash | ($263,699) | [Controls and Procedures](index=65&type=section&id=Item%209A.%20Controls%20and%20Procedures.) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of year-end 2024 - Management concluded that as of December 31, 2024, the company's **disclosure controls and procedures were effective**[347](index=347&type=chunk) - Based on the COSO framework, management concluded that the company's **internal control over financial reporting was effective** as of December 31, 2024[349](index=349&type=chunk)[350](index=350&type=chunk) - An attestation report on internal control from the independent auditor is not included, as the company is not an "accelerated filer" or "large accelerated filer"[351](index=351&type=chunk) [Other Information](index=66&type=section&id=Item%209B.%20Other%20Information.) The company entered into new two-year employment and consulting agreements with its key executives in March 2025 - On March 27, 2025, new two-year employment agreements were executed for CEO Arshia Sarkhani (annual salary $240,000), CFO Matthew Krueger ($180,000), and CMO Kyle Fairbanks ($240,000)[356](index=356&type=chunk)[357](index=357&type=chunk)[358](index=358&type=chunk) - A new two-year consulting agreement was executed for Executive Chairman Michael Gaubert with a monthly fee of $20,000 (annualized to $240,000)[359](index=359&type=chunk) - The agreements include immediate cash bonuses and eligibility for future restricted stock awards, which are subject to shareholder approval of an increase to the 2022 Equity Incentive Plan[356](index=356&type=chunk)[357](index=357&type=chunk)[358](index=358&type=chunk)[359](index=359&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=68&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance.) The company details its board and executive team, committee structures, and governance policies, noting one late insider filing - The company's board consists of seven directors, and the executive team includes key co-founders Arshia Sarkhani (CEO) and Kyle Fairbanks (CMO)[363](index=363&type=chunk) - The Board has established Audit, Compensation, and Nominating and Corporate Governance Committees, with charters available on the company website[377](index=377&type=chunk) - A Code of Ethics and Business Conduct has been adopted and applies to all directors, officers, and employees[381](index=381&type=chunk) - There was one instance of delinquent Section 16(a) filings by AEH and several officers and directors, who filed a late Form 4 on September 16, 2024[385](index=385&type=chunk) [Executive Compensation](index=72&type=section&id=Item%2011.%20Executive%20Compensation.) Executive and director compensation for 2024 consisted of base salaries, cash fees, and stock awards from its equity plan 2024 Summary Compensation Table (Named Executive Officers) | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | All Other Comp. ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Arshia Sarkhani, CEO & President | 2024 | 240,000 | 75,000 | 6,174 | 12,864 | 334,038 | | Michael Gaubert, Executive Chairman | 2024 | 240,000 | 75,000 | 9,549 | 12,864 | 334,038 | | Kyle Fairbanks, Exec. Vice-Chairman & CMO | 2024 | 240,000 | - | 4,658 | 12,864 | 334,038 | 2024 Director Compensation | Name | Fees Earned in Cash ($) | Stock Awards ($) | Total ($) | | :--- | :--- | :--- | :--- | | Richard A. Burton | 49,000 | 6,544 | 55,544 | | John A. Jack II | 44,500 | 6,544 | 51,044 | | Scott K. McDonald | 49,000 | 6,544 | 55,544 | | David Reynolds | 20,000 | 5,231 | 25,231 | - The 2022 Equity Incentive Plan has a maximum of 550,000 shares of Class B Common Stock available for issuance, and **as of March 31, 2025, all 550,000 shares have been granted** as awards[407](index=407&type=chunk)[408](index=408&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=81&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters.) Company insiders collectively control approximately 43.6% of the total voting power through their ownership of Class A and B stock Beneficial Ownership as of March 25, 2025 | Name / Group | Class A Stock (%) | Class B Stock (%) | Total Voting Power (%) | | :--- | :--- | :--- | :--- | | Arshia Sarkhani (CEO) | 100.0% (via AEH) | 2.2% | 42.7% | | Kyle Fairbanks (CMO) | 100.0% (via AEH) | 2.1% | 42.7% | | Michael Gaubert (Exec. Chairman) | 100.0% (via AEH) | 2.2% | 42.8% | | All directors and executive officers as a group (10 persons) | 100.0% | 3.8% | 43.6% | | Asset Entities Holdings, LLC | 100.0% | 1.9% | 41.5% | - The company's 2022 Equity Incentive Plan has 550,000 shares authorized for issuance, and as of December 31, 2024, **all 550,000 shares had been granted** and were outstanding[443](index=443&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=83&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence.) The company discloses several related-party transactions, including an asset purchase and a complex share exchange involving insiders - In November 2023, the company acquired assets from Ternary Inc. and OptionsSwing Inc. for $100,000 cash and 60,000 shares of Class B Common Stock, appointing the seller's principal as CTO[445](index=445&type=chunk) - In February 2024, the company facilitated a series of Cancellation and Exchange Agreements involving Asset Entities Holdings, LLC (AEH) and its members, converting Class A Common Stock into Class B Common Stock[446](index=446&type=chunk) - Executive officers, who are also significant shareholders, received substantial compensation in 2023 and 2024, including salaries, bonuses, and stock awards[446](index=446&type=chunk) - The board has **four independent directors out of seven**, and its key committees are composed entirely of independent directors[449](index=449&type=chunk)[450](index=450&type=chunk)[452](index=452&type=chunk)[453](index=453&type=chunk) [Principal Accountant Fees and Services](index=88&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services.) The principal accountant billed $65,500 in 2024 and $44,500 in 2023, exclusively for audit services pre-approved by the Audit Committee Independent Auditor Fees | Fee Type | 2024 | 2023 | | :--- | :--- | :--- | | Audit Fees | $65,500 | $44,500 | | Audit-Related Fees | $0 | $0 | | Tax Fees | $0 | $0 | | All Other Fees | $0 | $0 | | **Total** | **$65,500** | **$44,500** | - All fees paid to the principal accountant in 2024 and 2023 were for audit services, with no other services provided[454](index=454&type=chunk) - The Audit Committee has pre-approval policies and procedures in place and approved all services and fees provided by the principal accountant[459](index=459&type=chunk)[461](index=461&type=chunk) Part IV [Exhibit and Financial Statement Schedules](index=90&type=section&id=Item%2015.%20Exhibit%20and%20Financial%20Statement%20Schedules.) This section lists the financial statements and all exhibits filed with the Annual Report, including key corporate documents - This section provides an index to the company's financial statements (pages F-2 to F-7) and a list of all exhibits filed with the 10-K[465](index=465&type=chunk)[467](index=467&type=chunk) - Key exhibits filed include the Articles of Incorporation, Bylaws, various warrant agreements, executive employment agreements, the 2022 Equity Incentive Plan, and the Code of Ethics[469](index=469&type=chunk)[470](index=470&type=chunk)[471](index=471&type=chunk)[472](index=472&type=chunk) [Form 10-K Summary](index=93&type=section&id=Item%2016.%20Form%2010-K%20Summary.) This item is not applicable as the company has not provided a Form 10-K summary - None[473](index=473&type=chunk)