UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: March 31, 2026 | |
or | |
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☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from: _____________ to _____________ | |
———————
FARMHOUSE, INC.
(Exact name of registrant as specified in its charter)
———————
NEVADA (NV) | 333-238326 | 46-3321759 |
(State or Other Jurisdiction | (Commission | (I.R.S. Employer |
of Incorporation) | File Number) | Identification No.) |
548 Market Street, Suite 90355, San Francisco, CA 94104
(Address of Principal Executive Office) (Zip Code)
(888) 420-6856
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
———————
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[X] Yes [ ] No
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] |
| Accelerated filer [ ] |
| Non-accelerated filer [ ] |
| Smaller reporting company ☒ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act),
☐ Yes [X] No
The number of shares of the issuer’s Common Stock outstanding as of May 19, 2026 is 19,105,950.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q for the three months ended March 31, 2026 (this “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates, and assumptions and involve risks and uncertainties that could cause actual results to differ materially. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” and similar expressions identify forward-looking statements.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Report. Although we believe our expectations are reasonable, we cannot guarantee future results. Except as required by law, we undertake no obligation to update any forward-looking statements.
CERTAIN TERMS USED IN THIS REPORT
Unless otherwise indicated, references to “we,” “us,” “our,” the “Registrant,” the “Company,” or “Farmhouse” refer to Farmhouse, Inc.
FARMHOUSE, INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
March 31, 2026
INDEX |
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PART I – FINANCIAL INFORMATION |
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Item 1. | 3 | |
Item 2. | Management’s Discussion and Analysis of Financial Condition | 24 |
Item 3. | 31 | |
Item 4. | 31 | |
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PART II – OTHER INFORMATION |
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Item 1. | 33 | |
Item 1A. | 33 | |
Item 2. | 33 | |
Item 3. | 33 | |
Item 4. | 33 | |
Item 5. | 33 | |
Item 6. | 34 | |
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35 | ||
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CERTIFICATIONS |
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
3
FARMHOUSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FARMHOUSE, INC. AND SUBSIDIARIES | |||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||
(unaudited) | |||||
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| ||||
| For the three months ended March 31, | ||||
2026 |
| 2025 | |||
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REVENUES |
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Revenues | $ | - |
| $ | - |
Costs of revenues |
| - |
|
| - |
Gross margin |
| - |
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| - |
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OPERATING EXPENSES |
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General and administrative |
| 67,816 |
|
| 67,110 |
Professional fees |
| 41,633 |
|
| 23,684 |
Total operating expenses |
| 109,449 |
|
| 90,794 |
|
|
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LOSS FROM OPERATIONS |
| (109,449) |
|
| (90,794) |
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|
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OTHER INCOME (EXPENSE): |
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|
|
|
|
Gain on extinguishment of debt |
| - |
|
| 174,935 |
Unrealized loss on crypto assets |
| (1,191) |
|
| - |
Loss on derivatives |
| (14,212) |
|
| - |
Interest expense |
| (30,575) |
|
| (15,853) |
Total other income (expense) |
| (45,978) |
|
| 159,082 |
|
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NET INCOME (LOSS) BEFORE INCOME TAXES |
| (155,427) |
|
| 68,288 |
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INCOME TAXES |
| - |
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| - |
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NET INCOME (LOSS) | $ | (155,427) |
| $ | 68,288 |
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BASIC AND DILUTED NET INCOME (LOSS) PER SHARE | $ | (0.01) |
| $ | 0.00 |
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BASIC AND DILUTED WEIGHTED AVERAGE |
| 18,999,617 |
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| 17,925,950 |
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The accompanying notes are an integral part of these condensed consolidated financial statements | |||||
4
FARMHOUSE, INC. AND SUBSIDIARIES | |||||||||||||
CONSENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT | |||||||||||||
For the three months ended March 31, 2026 | |||||||||||||
(unaudited) | |||||||||||||
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| Common Stock |
| Accumulated |
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Shares |
| Par Value |
| Paid-in Capital |
| Deficit |
| Total | |||||
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Balance at December 31, 2025 | 18,925,950 |
| $ | 1,893 |
| $ | 4,486,775 |
| $ | (7,163,097) |
| $ | (2,674,429) |
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Common stock issued for services rendered | 50,000 |
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| 5 |
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| 3,495 |
|
| - |
|
| 3,500 |
Common stock issued for Restricted | 130,000 |
|
| 13 |
|
| (13) |
|
| - |
|
| - |
Stock-based compensation on RSA's vested | - |
|
| - |
|
| 2,770 |
|
| - |
|
| 2,770 |
Net loss | - |
|
| - |
|
| - |
|
| (155,427) |
|
| (155,427) |
Balance at March 31, 2026 | 19,105,950 |
| $ | 1,911 |
| $ | 4,493,027 |
| $ | (7,318,524) |
| $ | (2,823,586) |
The accompanying notes are an integral part of these condensed consolidated financial statements
5
FARMHOUSE, INC. AND SUBSIDIARIES | |||||||||||||
CONSENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT | |||||||||||||
For the three months ended March 31, 2025 | |||||||||||||
(unaudited) | |||||||||||||
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| Common Stock |
| Accumulated |
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| |||||||
Shares |
| Par Value |
| Paid-in Capital |
| Deficit |
| Total | |||||
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Balance at December 31, 2024 | 17,925,950 |
| $ | 1,793 |
| $ | 4,425,468 |
| $ | (6,769,831) |
| $ | (2,342,570) |
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Stock-based compensation on RSA's vested | - |
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| - |
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| 3,145 |
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| - |
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| 3,145 |
Net income | - |
|
| - |
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| - |
|
| 68,288 |
|
| 68,288 |
Balance at March 31, 2025 | 17,925,950 |
| $ | 1,793 |
| $ | 4,428,613 |
| $ | (6,701,543) |
| $ | (2,271,137) |
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The accompanying notes are an integral part of these condensed consolidated financial statements
6
7
FARMHOUSE, INC. AND SUBSIDIARIES
NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2026
(Unaudited)
NOTE 1 – ORGANIZATION AND OPERATIONS
Farmhouse, Inc. (the “Company”) was incorporated in the State of Nevada and historically engaged in technology development and brand management activities. While the Company maintains certain licensing activities, such activities have generated limited revenue to date and are not material to the Company’s financial condition or results of operations.
The Company has shifted its focus toward evaluating strategic acquisitions and emerging opportunities, including initiatives in digital assets. In furtherance of this strategy, in September 2025, the Company formed Farmhouse Treasury LLC (“FT”), a wholly owned Nevada limited liability company, to support its digital asset treasury initiative.
Digital Asset Treasury Initiative
FT was established to develop and oversee the Company’s digital asset strategy, including treasury management, custody solutions, and capital allocation in digital assets, including Bitcoin and tokenized and physical gold. This initiative is intended to position the Company to participate in the emerging digital asset market while maintaining governance, reporting, and compliance standards consistent with those of a public company.
As of March 31, 2026, the Company has commenced implementation of its digital asset strategy and has engaged in discussions with various counterparties regarding potential structures to expand such activities. These discussions remain preliminary, and no binding agreements have been executed.
Going Concern and Management Plans
The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of March 31, 2026, the Company had a stockholders’ deficit of $2,823,586 and has incurred recurring losses from operations. For the three months ended March 31, 2026, the Company reported a net loss of $155,427 and used $61,459 of cash in operating activities. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued.
Subsequent to March 31, 2026, the Company completed a financing transaction resulting in gross proceeds of $2 million. Management believes this financing provides additional liquidity to support operations and execute its strategic initiatives in the near term. See Note 13.
Management’s plans to address its liquidity needs include pursuing additional capital through equity and debt financings, including potential draws under the GHS equity line as described in Note 3, as well as continued financial support from related parties. The Company has historically relied on advances from officers and related parties to fund operations and may continue to do so. These plans are not entirely within the Company’s control and are dependent on external financing and the continued support of related parties.
While the Company believes the recently completed financing will improve its liquidity position, there can be no assurance that additional funding will be available on terms acceptable to the Company, if at all. Accordingly, substantial doubt about the Company’s ability to continue as a going concern remains.
8
Management will continue to evaluate the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), as issued by the Financial Accounting Standards Board (“FASB”) and the rules of the U.S. Securities and Exchange Commission (“SEC”) applicable to interim financial reporting. Accordingly, they do not include all disclosures required for complete annual financial statements and should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in its Annual Report on Form 10-K for the year ended December 31, 2025.
In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the interim period are not necessarily indicative of results that may be expected for the full year.
Principals of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Farmhouse Washington, Farmhouse DTLA, Inc., and Farmhouse Treasury, LLC. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures at the date of the consolidated financial statements. Significant estimates include, but are not limited to, convertible debt, valuation of deferred tax assets and any related valuation allowances, contingent assets and liabilities, and valuation of stock-based compensation awards. Actual results could materially differ from those estimates.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation. Such reclassifications had no impact on previously reported net loss or stockholders’ deficit.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash deposits held in checking and savings accounts with financial institutions and other highly liquid investments that are readily convertible to known amounts of cash with original maturities of three months or less at the time of purchase. The Company had no cash equivalents as of March 31, 2026 or December 31, 2025.
9
Digital Assets
The Company may hold certain digital assets for treasury and strategic purposes in accordance with its Treasury Policy. Digital assets are recorded as indefinite-lived intangible assets in accordance with ASC 350, with crypto assets recorded in accordance with ASC 350-60, Intangibles – Goodwill and Other – Crypto Assets, and are initially recognized at cost or fair value at the measurement date, as applicable.
Digital assets acquired through non-cash consideration are measured at fair value as of the transaction measurement date, determined using observable quoted prices on the principal market for the specific digital asset, when available. The Company does not capitalize internally generated digital assets.
Subsequent to initial recognition, crypto assets are presented on the balance sheet at fair value, with changes in fair value recognized in earnings in the period in which they occur. Fair value measurements are classified within Level 1 of the fair value hierarchy when based on quoted prices in active markets.
Digital assets are subject to ongoing monitoring in accordance with the Company’s Treasury Policy, including custody, liquidity, and risk management considerations. The Company does not use digital assets as hedging instruments and does not engage in digital asset trading activities outside of its treasury strategy.
Derivative Liabilities
The Company accounts for derivative liability in accordance with ASC 815, Derivatives and Hedging, and ASC 820, Fair Value Measurement. Convertible notes that have all the characteristics of an embedded derivative are bifurcated and valued at fair value at inception, conversion and each reporting date and related gains and losses are recorded in earnings. The Company estimates the fair value of derivative using the Black-Scholes option-pricing model or a probability weighted expected value approach.
Fair Value of Financial Instruments
The Company follows ASC 820 in determining the fair value of financial assets and liabilities when applicable. Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Inputs used in fair value measurements are classified into three levels within the fair value hierarchy based on their observability.
The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, prepaid expenses, accounts payable and accrued expenses, convertible notes payable, notes payable, and amounts due to related parties. The carrying amounts of these instruments approximate fair value due to their short-term nature or standard market terms.
The Company applies the guidance in ASC 820 to account for derivative liabilities measured on a recurring basis. Fair value is measured as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
10
measurement date. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability.
The Company uses a fair value hierarchy, which distinguishes between assumptions based on market data (observable inputs) and an entity's own assumptions (unobservable inputs). The guidance requires that fair value measurements be classified and disclosed in one of the following 3 categories:
•Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
•Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liabilities.
•Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
The following tables present, for each of the fair value hierarchy levels required under ASC 820, the Company’s liabilities that are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025:
March 31. 2026
Class | Level 1 | Level 2 | Level 3 |
Derivative Liability | - | - | $104,667 |
December 31, 2025
Class | Level 1 | Level 2 | Level 3 |
Derivative Liability | - | - | $89,455 |
Revenue Recognition
The Company recognizes revenue in accordance with U.S. GAAP when control of the promised goods or services is transferred to customers in an amount that reflects the consideration it expects to receive. There were no revenues for the three months ended March 31, 2026 and 2025.
Related Party Transactions
The Company accounts for related party transactions in accordance with ASC 850, Related Party Disclosures. Related party transactions, balances, and relationships are identified separately in the consolidated financial statements and related notes. Transactions with related parties are conducted on terms equivalent to those that prevail in arm’s length transactions, unless otherwise disclosed. Management evaluates all related party transactions for proper accounting, disclosure, and potential conflicts of interest. See Note 9.
11
Net Loss per Common Share
Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share reflects potential dilution from securities that could be converted into common stock, unless such inclusion would be anti-dilutive. At March 31, 2026, all potentially dilutive securities were anti-dilutive due to the net loss reported. In November 2025, the Company issued a convertible note that if converted on March 31, 2026 would have converted to 393,046 shares. There were other convertible notes outstanding as of March 31, 2026, however certain events that triggered, or allowed for, conversion had not yet occurred and the conversion price that the convertible notes would convert at if an event occurred was unknown; therefore as of that date, the Company had no other potentially dilutive securities. At March 31, 2025, there were no events that allowed for conversion of the Company’s outstanding convertible notes and the conversion rate at which the convertible notes could be converted was not determinable, therefore there were no potentially dilutive securities at that date.
Recently Issued Accounting Pronouncements
There have been no material changes to recently issued accounting pronouncements as disclosed in the Company’s Annual Report on Form 10-K.
NOTE 3 – DIGITAL ASSETS
The Company maintains digital assets for treasury and strategic purposes in accordance with its Treasury Policy. As of March 31, 2026, the Company held digital assets with a fair value of $14,209, which are included in digital assets on the accompanying condensed consolidated balance sheet.
For the three months ended March 31, 2026, the Company recognized an unrealized loss on digital assets of $1,191, which is included in other income (expense) in the accompanying condensed consolidated statements of operations.
NOTE 4 – GHS EQUITY FINANCING AGREEMENT AND DEFERRED OFFERING COSTS
In November 2025, the Company entered into an Equity Financing Agreement (the “GHS Agreement”) with GHS Investments LLC, which provides for an equity line of credit of up to $20.0 million over a 24-month term, subject to the effectiveness of a registration statement. The related registration statement on Form S-1 was declared effective by the Securities and Exchange Commission in January 2026.
Under the GHS Agreement, the Company may, from time to time, direct GHS to purchase shares of its common stock through drawdowns (“Puts”) at prices based on prevailing market conditions, subject to contractual limitations. The GHS Agreement includes customary terms and conditions, including a $10,000 legal deposit payable upon the first draw and standard termination and default provisions. The facility expires 24 months from execution unless terminated earlier.
As of March 31, 2026, the Company had not issued any Put Notices and had not drawn funds under the facility.
12
In connection with the GHS Agreement, the Company issued 500,000 restricted shares of common stock to GHS as consideration for the facility. The fair value of these shares, $40,050, was recorded as deferred offering costs on the on the accompanying condensed consolidated balance sheet. This deferred amount will be recognized as a reduction of additional paid-in capital on a pro rata basis as the Company utilizes the facility. If the facility is not utilized, the deferred amount will be recognized as expense at the time it is determined that no future economic benefit will be realized.
The Company evaluated the GHS Agreement under applicable accounting guidance and concluded that it is indexed to the Company’s own stock and qualifies for equity classification. This conclusion will be reassessed upon each future draw under the facility.
NOTE 5 – CONVERTIBLE NOTES PAYABLE, NET
As of March 31, 2026 and December 31, 2025, the Company had outstanding convertible notes payable to unaffiliated individuals. The convertible notes bear interest at fixed rates, have stated maturities ranging from 2018 through 2028, and contain conversion features that permit or require conversion into shares of the Company’s common stock, as applicable, upon the occurrence of specified events or at the election of the holder. Certain notes were in default as of March 31, 2026.
Convertible notes outstanding as of March 31, 2026 were as follows:
Description | Interest Rate | Maturity | Stated |
| Unamortized Debt Discount |
| Carrying Amount | |||
Convertible note payable – in default | 18% | July 2018 | $ | 45,000 |
| $ | - |
| $ | 45,000 |
Series 2023 convertible notes | 10% | Jun–Oct. 2026 |
| 34,000 |
|
| - |
|
| 34,000 |
Series 2025 convertible notes | 10% | Feb–Oct. 2028 |
| 434,100 |
|
| - |
|
| 434,100 |
November 2025 convertible promissory note | 15% | Sept. 7, 2026 |
| 55,555 |
|
| (20,789) |
|
| 34,766 |
Series 2026 convertible notes | 10% | Feb 2029 |
| 10,000 |
|
| (963) |
|
| 9,037 |
Total convertible notes payable |
| 578,655 |
|
| (21,752) |
|
| 556,903 | ||
Less: current portion |
| (134,555) |
|
| 20,789 |
|
| (113,766) | ||
Total convertible notes payable | $ | 444,100 |
| $ | (963) |
| $ | 443,137 | ||
As of March 31, 2026, $113,766 of the carrying amount was classified as current and $443,137 was classified as long-term.
13
Convertible Note Payable – In Default
In July 2018, the Company issued a convertible promissory note to an unrelated individual with a principal amount of $45,000. As of March 31, 2026, the outstanding balance of these notes was $45,000. Principal and accrued interest were originally due in July 2018, and the note is currently in default. The note bears interest at a rate of 18% per annum, accrues monthly, and is unsecured.
The note, together with all unpaid accrued interest, is automatically convertible in full upon the closing of a qualified financing. A qualified financing is defined as an equity financing resulting in gross proceeds to the Company of at least $750,000, including the conversion of this note and other debt. Upon a qualified financing, the conversion price would be equal to 100% of the per-share price paid by investors in the financing, subject to valuation adjustments ranging from a minimum valuation of $15.0 million to a maximum valuation of $30.0 million. We reviewed this conversion feature under ASC 815 and determined no derivative accounting was required. See Note 8.
Interest expense related to this note was $1,998 for each of the three months ended March 31, 2026 and 2025, respectively. Accrued interest was $70,615 and $68,617 as of March 31, 2026 and December 31, 2025, respectively.
Series 2023 Mandatorily Convertible Notes
In May 2023, the Board of Directors authorized an offering of up to $1,000,000 of mandatorily convertible notes, designated as Series 2023 10% Mandatorily Convertible Notes (the “Series 2023 Notes”). During 2023 the Company raised $34,000 through issuance of Series 2023 Notes. As of March 31, 2026, the outstanding balance of these notes is $34,000.
The Series 2023 Notes mature 36 months from the issue date (which range between June 1, 2026 and October 2, 2026), and bear interest at 10% per annum. The Series 2023 Notes are mandatorily convertible 30 calendar days after the earliest to occur of: (i) the Company’s common stock achieving a closing price greater than $1.00 for ten consecutive trading days (a “Market Forced Conversion”), or (ii) the Company completing an offering of common stock resulting in gross proceeds of at least $1,000,000 (an “Offering Forced Conversion”). Upon conversion, the Series 2023 Notes will automatically convert into shares of common stock at a conversion price equal to 75.8% of: (i) the closing price of the Company’s common stock on the tenth trading day for a Market Forced Conversion, or (ii) the offering price of the Company’s common stock for an Offering Forced Conversion. These notes include an embedded conversion feature that is accounted for as a derivative under ASC 815. See note 8.
The number of shares issuable upon conversion is determined by adding the principal amount of the Series 2023 Notes, accrued and unpaid interest, and any applicable default interest, and dividing by the applicable conversion price. The conversion price is subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company, combinations, recapitalizations, reclassifications, extraordinary distributions, and similar events.
Interest expense was $838 and $840 for the three months ended March 31, 2026 and 2025, respectively. Accrued interest was $9,387 and $8,549 as of March 31, 2026 and December 31, 2025, respectively.
14
Series 2025 Notes Mandatorily Convertible Notes
During 2025, the Company issued Series 2025 Notes. As of March 31, 2026, the outstanding balance of these notes was $434,100.
These notes are substantially similar to the Series 2023 Notes, except that they convert at 50% of the applicable offering price, or if the Company’s common stock trades at or above $1.00 ($0.50 for the March 18 Note) for 10 consecutive trading days, in which case they convert at 50% of the closing price on the tenth day.
Interest expense was $11,061 and $234 for the three months ended March 31, 2026 and 2025, respectively.
November 2025 Convertible Promissory Note (Original Issue Discount and Derivative Liability)
In November 2025, the Company issued an unsecured convertible promissory note to an unaffiliated accredited investor for cash proceeds of $50,000. The note has a stated principal balance of $55,555, reflecting an original issue discount (“OID”) of $5,555, bears interest at 15% per annum (simple interest), and matures on September 7, 2026.
Beginning 180 days after issuance, the note is convertible at the option of the holder into shares of the Company’s common stock at a conversion price equal to 75% of the lowest volume-weighted average price (“VWAP”) of the Company’s common stock during the twenty (20) consecutive trading days immediately preceding the conversion date, subject to a floor price of $0.15 per share. Accrued and unpaid interest is convertible on the same terms. The note includes a beneficial ownership limitation of 4.99%, which may be increased to 9.99% upon advance notice. The November 2025 Convertible Promissory Note includes an embedded conversion feature that is accounted for as a derivative liability under ASC 815. See Note 8.
The derivative liability was recognized at fair value on the issuance date, with the initial value of $29,647 recorded as a component of the debt discount which is being amortized over the term of the note. The derivative liability is subsequently remeasured at fair value at each reporting period, with changes in fair value recognized in the consolidated statement of operations. As of March 31, 2026, the derivative liability associated with this note is included in Derivative liabilities – convertible instruments on the consolidated balance sheet.
In connection with the financing, the Company issued 100,000 shares of its common stock to the investor as additional consideration. Under ASC 470 shares issued with debt are required to be valued at relative fair value and recorded as a debt discount. The relative fair value of these shares on the date of issuance was $4,297 and was recorded as a component of the debt discount which is being amortized to interest expense over the term of the note.
The Company recorded a total debt discount at issuance consisting of (i) the original issue discount, (ii) the fair value of the embedded derivative liability, and (iii) the fair value of shares issued in connection with the financing for a total of $39,499. This total debt discount is amortized to interest expense over the term of the note using the effective interest method.
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As of March 31, 2026, the convertible note is presented net of an unamortized debt discount of $20,789 on the consolidated balance sheet. The Company recognized $11,731 in amortization of the debt discount as interest expense during the three months ended March 31, 2026.
Interest expense related to this note was $2,123 for the three months ended March 31, 2026. Accrued interest was $3,402 and $1,279 as of March 31, 2026 and December 31, 2025, respectively.
Series 2026 Notes Mandatorily Convertible Notes
During the three months ended March 31, 2026, the Company issued a new note for $10,000, denoted as Series 2026 Notes. These notes are identical to the Series 2025 Notes. The derivative liability was recognized at fair value of $1,000 on the issuance date and was recorded as a debt discount which is being amortized over the term of the note using the effective interest method. The derivative liability is subsequently remeasured at fair value at each reporting period, with changes in fair value recognized in the consolidated statement of operations. As of March 31, 2026, the derivative liability associated with this note is included in Derivative liabilities – convertible instruments on the consolidated balance sheet (see Note 8). As of March 31, 2026, the net carrying amount of this note was $9,037 and the debt discount was $963.
Interest expense totaled $177 for the three months ended March 31, 2026. Accrued interest was $177 as of March 31, 2026.
Convertible notes outstanding as of December 31, 2025 were as follows:
Description | Interest Rate | Maturity | Stated |
| Unamortized Debt Discount |
| Carrying Amount | |||
Convertible note payable – in default | 18% | July 2018 | $ | 45,000 |
| $ | - |
| $ | 45,000 |
November 2025 convertible promissory note | 15% | Sept. 7, 2026 |
| 55,555 |
|
| (32,483) |
|
| 23,072 |
Series 2023 convertible notes | 10% | Jun–Oct. 2026 |
| 34,000 |
|
| - |
|
| 34,000 |
Series 2025 convertible notes | 10% | Feb–Oct. 2028 |
| 434,100 |
|
| - |
|
| 434,100 |
Total convertible notes payable |
| 568,655 |
|
| (32,483) |
|
| 536,172 | ||
Less: current portion |
| (134,555) |
|
| 32,483 |
|
| (102,072) | ||
Total convertible notes payable | $ | 434,100 |
| $ | - |
| $ | 434,100 | ||
As of December 31, 2025, $102,072 of the carrying amount was classified as current and $434,100 was classified as long-term.
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The five-year maturity for the convertible notes payable is as follows:
Year / Category |
| Amount | |
In default |
| $ | 45,000 |
2026 |
|
| 68,766 |
2027 |
|
| - |
2028 |
|
| 434,100 |
2029 |
|
| 9,037 |
2030 |
|
| - |
Total |
| $ | 556,903 |
NOTE 6 – NOTES PAYABLE, IN DEFAULT
Notes payable is comprised of the following:
March 31, 2026 |
| December 31, 2025 | |||
Loan agreement with an unaffiliated individual, interest at 6% per annum, due December 16, 2021. In default. | $ | 50,000 |
| $ | 50,000 |
Note payable to unaffiliated individual, interest at 20% per annum, due October 26, 2024. In default. |
| 5,000 |
|
| 5,000 |
Note payable to unaffiliated individual, interest at 20% per annum, due October 26, 2024. In default. |
| - |
|
| 5,000 |
Note payable to unaffiliated individual, interest at 20% per annum, due March 30, 2025. In default |
| - |
|
| 8,400 |
Total Notes Payable | $ | 55,000 |
| $ | 68,400 |
One promissory note entered into in 2021 with an unaffiliated individual has a principal balance of $50,000 and is senior in priority to other indebtedness of the Company. The Company’s Chief Executive Officer personally and unconditionally guaranteed repayment of this note.
As of March 31, 2026 all outstanding notes were in default.
Interest expense related to notes payable was $1,788 and $2,953 for the three months ended March 31, 2026 and 2025, respectively. Accrued interest was $16,315 and $19,117 as of March 31, 2026 and December 31, 2025, respectively.
NOTE 7 – FINANCING ADVANCE
In March 2026, the Company received a $100,000 advance from an investor in connection with a proposed convertible promissory note financing. The advance was received pursuant to an understanding that it would be applied toward the investor’s participation in a larger contemplated financing transaction.
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As of March 31, 2026, the advance is presented as a financing advance liability on the condensed consolidated balance sheet, as the related financing had not yet been consummated and the final terms had not been executed. The Company evaluated the substance of the arrangement and concluded that liability classification was appropriate given the contingent nature of the underlying financing and the absence of executed definitive agreements as of the balance sheet date.
Subsequent to March 31, 2026, the Company completed the contemplated financing transaction. The $100,000 advance was applied toward the investor’s participation in the financing and became part of the total consideration under the related convertible promissory note. See Note 13.
NOTE 8 – DERIVATIVE LIABILITIES ASSOCIATED WITH CONVERTIBLE NOTES
The Company evaluates the conversion features of its convertible debt instruments in accordance with ASC 815, Derivatives and Hedging, to determine whether such features require bifurcation and separate accounting as derivative liabilities. Certain of the Company’s convertible notes contain embedded conversion features with terms including provisions with variable conversion prices based on future market prices and mandatory conversion features. As a result, these features are required to be accounted for as derivative liabilities under ASC 815.
Derivative liabilities are recorded at fair value. For convertible instruments issued with embedded derivative features, the initial fair value of the derivative is recorded as a debt discount and amortized to interest expense over the contractual term of the related debt instrument using the effective interest method.
The fair value of derivative liabilities is estimated using valuation techniques that incorporate both observable and unobservable inputs. Due to the use of significant unobservable inputs, these measurements are classified within Level 3 of the fair value hierarchy under ASC 820. The Company utilized option-pricing models, including the Black-Scholes model for the derivative liability related to the November 2025 note.
Key assumptions for used in the Black-Scholes model for the derivative liability value related to November 2025 Convertible Note during the three months ended March 31, 2026 are as follows:
Stock Price | $0.1645 |
Volatility | 379% |
Remaining Contractual Term | 160 days |
Risk-free interest rate | 3.72% |
Exercise Price | $0.15 |
The Company utilized a probability weighted expected value approach for the derivatives related to the Series 2023, 2025 and 2026 Convertible Notes. Because the conversion feature of these notes is only triggered by certain events, and because the discount is fixed (meaning although the number of shares that could be issued to the note holder is variable, they will get the same discount to market) the Company estimated the fair value by multiplying the estimated probability that the triggering events would result in conversion by the fixed discount of the notes. As of March 31, 2025, the Company applied an estimated probability of 10% to such events based on management’s assessment of current financing discussions, market conditions, and the specific terms of the underlying instruments. The estimated probability is subjective and could reasonably be different. Small changes in this estimate could result in a significantly higher or lower fair value measurement at the reporting date.
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Key assumptions for the derivative liability value related to Series 2023, 2025 and 2026 series Convertible Notes are as follows:
Estimated probability triggering events will occur | 10.0% |
Fixed Discount Percentage: Series 2023 | 24.2% |
Fixed Discount Percentage: Series 2025 and 2026 | 50.0% |
The following tables present the changes in the derivative balance for the three moths ended March 31, 2026:
Balance, December 31, 2025 | $ | 89,455 |
Derivative recorded at inception |
| 1,000 |
Loss on derivative |
| 14,212 |
Ending balance, March 31, 2026 | $ | 104,667 |
As of March 31, 2026, the derivative liability balance was $104,667. Loss on derivative was $14,212 for the three months ended March 31, 2026.
The Company will continue to reassess these instruments at each reporting date for changes in fair value and classification.
NOTE 9 – DUE TO RELATED PARTIES
Due to related parties is comprised of the following:
Current
March 31, 2026 |
| December 31, 2025 | |||
Loans from officers | $ | 50,458 |
| $ | 52,058 |
Accrued liability to contracted CFO |
| 278,000 |
|
| 266,000 |
Note payable to officer, in default |
| 4,500 |
|
| 4,500 |
Accrued interest on related party notes |
| 3,922 |
|
| 3,063 |
Total due to related parties – current | $ | 336,880 |
| $ | 325,621 |
Long-Term
March 31, 2026 |
| December 31, 2025 | |||
Convertible note payable to related party | $ | 25,000 |
| $ | 25,000 |
Total due to related parties – long-term | $ | 25,000 |
| $ | 25,000 |
Total due to related parties was $361,880 and $350,621 as of March 31, 2026 and December 31, 2025, respectively.
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Loans from officers represent unsecured, non-interest-bearing advances made to fund operating expenses, as well as payments made by officers on behalf of the Company.
During the three months ended March 31, 2026, officers received repayments totaling $1,600. Comparatively, during the three months ended March 31, 2025, officers advanced $11,460.
The Company’s Chief Financial Officer provides services under a consulting arrangement. The Company recognized $12,000 in compensation expense for the three months ended March 31, 2026 and 2025. As of March 31, 2026 and December 31, 2025, accrued but unpaid fees totaled $278,000 and $266,000, respectively.
In August 2024, the Company issued an unsecured promissory note to its Chief Executive Officer in the principal amount of $4,500, bearing interest at 20% per annum and maturing on February 12, 2025. The note remains unpaid and in default as of March 31, 2026 and December 31, 2025.
Interest expense related to this note was $222 for each of the three months ended March 31, 2026 and 2025, respectively. Accrued interest was $1,470 and $1,248 as of March 31, 2026 and December 31, 2025, respectively.
On April 18, 2025, the Company issued a $25,000 Series 2025 mandatorily convertible note to the spouse of a Company director. The note matures on April 18, 2028 and was issued on substantially the same terms as those offered to unaffiliated investors.
Interest expense related to this note was $637 for the three months ended March 31, 2026. Accrued interest was $2,452 and $1,815 as of March 31, 2026 and December 31, 2025, respectively.
NOTE 10 – STOCKHOLDERS’ DEFICIT
The Company is authorized to issue 295,000,000 shares of common stock, $0.0001 par value per share, and 5,000,000 shares of undesignated preferred stock, $0.0001 par value per share. The Board of Directors has the authority to establish one or more series of preferred stock and to determine the designations, preferences, rights, and restrictions of each series. No shares of preferred stock were issued or outstanding as of March 31, 2026 or December 31, 2025.
Common Stock Activity
Common stock transactions during the three months ended March 31, 2026 were as follows:
·On January 16, 2026, the Company issued 50,000 restricted shares of common stock for legal services rendered in connection with the Company’s S-1 registration statement. The stock was valued at $3,500 based on the closing market price of the Company’s common stock on the date of issuance.
·In March 2026, the Company granted Restricted Stock Awards (“RSA’s”) totaling 130,000 shares of common stock. See Note 11.
As a result of these transactions, the Company had 19,105,950 shares of common stock outstanding as of March 31, 2026.
There were no common stock transactions during the three months ended March 31, 2025
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NOTE 11 – STOCK-BASED COMPENSATION AND RESTRICTED STOCK AWARDS
In May 2021, the Board of Directors approved the Farmhouse, Inc. 2021 Omnibus Incentive Plan (“2021 OIP”), permitting the issuance of up to 3,000,000 shares of common stock through awards of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, other stock-based awards, and cash-based awards. The 2021 OIP was ratified by stockholders holding a majority of the Company’s outstanding shares.
Stock Options
Options granted under the 2021 OIP may be either incentive stock options, as defined by Section 422 of the Internal Revenue Code, or nonqualified stock options. The exercise price of options must not be less than 100% of the fair market value of the Company’s common stock on the date of grant (110% for holders of more than 10% of the voting stock). Options vest as determined by the Board of Directors and expire no later than ten years from the date of grant (five years for optionees owning more than 10% of voting stock).
No stock options or other equity instruments were granted during the periods presented.
Restricted Stock Awards (“RSA”)
The Company accounts for stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation, recognizing expense based on the grant-date fair value of awards over the requisite service period. RSAs are issued at fair market value on the grant date and typically vest over time, subject to continued service. Stock-based compensation is recognized on a straight-line basis over the vesting period unless the awards are fully vested upon grant.
The following table summarizes RSA activity for the three months ended March 31, 2026:
| Number of RSAs |
| Weighted Average Grant Date Fair Value | ||
Balance as of January 1, 2026 |
| 50,000 |
| $ | 0.084 |
Awarded |
| 130,000 |
| $ | 0.098 |
Vested |
| (32,500) |
| $ | 0.085 |
Forfeited |
| - |
| $ | - |
Balance as of March 31, 2026 |
| 147,500 |
| $ | 0.096 |
During the three months ended March 31, 2026, the Company granted a total of 130,000 RSAs, including:
·120,000 shares granted to a consultant, vesting monthly through March 2027; and
·10,000 shares granted to a consultant, vesting monthly through June 2026.
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Stock-based compensation expense recognized was $2,770 and $3,145 for the three months ended March 31, 2026 and 2025, respectively.
As of March 31, 2026, the Company had $14,190 of unrecognized compensation expense related to non-vested RSAs, which is expected to be recognized over a weighted-average period of approximately 7.8 months.
NOTE 12 – COMMITMENTS AND CONTINGENCIES
From time to time, the Company may be involved in legal proceedings, claims, and regulatory matters arising in the ordinary course of business. Management, in consultation with legal counsel, evaluates such matters and records a liability when it is probable that a loss has been incurred and the amount can be reasonably estimated. As of March 31, 2026, the Company is not aware of any pending or threatened matters that would have a material adverse effect on its financial position, results of operations, or cash flows.
The Company’s debt instruments, including certain convertible notes, contain provisions that may result in settlement through the issuance of shares of common stock or other adjustments upon the occurrence of specified events. See Note 5.
The Company has entered into indemnification agreements with its officers and directors that provide for broad indemnification rights. The Company has not recorded any liabilities related to such indemnification obligations, as the likelihood of material payments is considered remote.
The Company does not have any material contractual commitments requiring future minimum payments as of March 31, 2026.
NOTE 13 – SUBSEQUENT EVENTS
The Company evaluated subsequent events through the date these condensed consolidated financial statements were issued. Except as described herein, there were no subsequent events that required recognition or disclosure.
Convertible Promissory Note – May 2026 Financing
The Company completed a financing transaction with Axiom Holdings Group, LLC (the “Investor”) pursuant to a Securities Purchase Agreement (the “SPA”), Convertible Promissory Note (the “Note”), and Registration Rights Agreement (collectively, the “Transaction Documents”). The transaction closed and was funded on May 4, 2026.
The Note has an original principal amount of $2,222,222, reflecting a 10% original issue discount on total consideration of $2,000,000. The total consideration consists of (i) $1,000,000 in cash and (ii) $1,000,000 of committed digital asset consideration to be provided by the Investor.
As previously disclosed, the Company received a $100,000 advance from the Investor in March 2026 in connection with the contemplated financing. Upon closing of the transaction, this advance was applied toward the Investor’s subscription and became part of the Note. On May 4, 2026, the Company received the remaining net cash funding of approximately $884,000, representing the balance of the $1,000,000 cash consideration after giving effect to the prior $100,000 advance and the withholding of approximately $16,000 for the Investor’s legal fees in accordance with the terms of the SPA.
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The Note bears interest at 15% per annum, calculated on a simple interest basis, and matures ten months from the original issue date unless earlier converted in accordance with its terms. Accrued interest is payable solely upon conversion, and no periodic cash interest payments are required. The Note is unsecured.
The Note provides for automatic and mandatory conversion into shares of the Company’s common stock upon the earliest of: (i) 180 days following the original issue date, (ii) the consummation of a firm underwritten public offering, uplisting, or other board-approved equity financing, (iii) a qualified financing resulting in at least $5.0 million of gross proceeds to the Company, or (iv) the Company’s common stock trading at or above $1.00 per share for twenty consecutive trading days.
The conversion price is equal to 75% of the lowest volume-weighted average price (“VWAP”) of the Company’s common stock during the twenty consecutive trading days immediately preceding the conversion date, subject to a floor price of $0.15 per share and a ceiling price of $0.50 per share.
The Company is currently evaluating the accounting treatment of the Note, including the embedded conversion and other features, under applicable accounting guidance, including ASC 815, Derivatives and Hedging. Due to the variable conversion provisions, floor and ceiling pricing mechanics, and other contractual terms contained in the Note, the financing may result in the recognition of one or more derivative liabilities and related debt discounts in future reporting periods. The accounting analysis has not been completed as of the issuance date of these condensed consolidated financial statements, and the ultimate accounting treatment and resulting financial statement impact, if any, could be material.
As of the issuance date of these condensed consolidated financial statements, transfer of the committed digital asset consideration to be provided by the Investor to the Company remained in process. Management has been advised by the Investor that the timing of such transfer is being coordinated due to customary market, custody, and transfer-related considerations associated with the movement of digital assets. Accordingly, the Company had not obtained custody or control of the digital assets, and no digital assets related to the financing transaction have been recognized in the accompanying condensed consolidated financial statements.
Because the financing transaction closed subsequent to March 31, 2026, no amounts related to the Transaction Documents have been recognized in the accompanying condensed consolidated financial statements as of March 31, 2026.
In connection with the financing, the Company entered into a Registration Rights Agreement requiring the Company to file a registration statement covering the resale of the shares issuable upon conversion of the Note within 90 days of the original issue date and to use commercially reasonable efforts to cause such registration statement to become effective.
The Transaction Documents contain customary representations, warranties, covenants, and restrictions, including limitations on certain additional financings, requirements to maintain sufficient authorized and reserved shares for conversion, and restrictions on certain corporate actions without Investor consent.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and related notes included in this Quarterly Report on Form 10-Q, as well as our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those expressed or implied in these forward-looking statements due to various factors discussed in this Report and in other filings with the Securities and Exchange Commission.
OVERVIEW
Farmhouse, Inc. (the “Company”) is a Nevada corporation that historically engaged in technology development and brand management activities. We currently operate as a public company platform focused on evaluating strategic acquisitions and emerging opportunities, including initiatives in digital assets. The Company currently generates minimal revenue and maintains limited licensing activities that are not material. The Company continues to evaluate opportunities to develop operating business lines; however, there can be no assurance that such activities will result in material revenue in future periods.
We operate through our wholly owned subsidiaries, including Farmhouse Washington, Farmhouse DTLA, Inc., and Farmhouse Treasury LLC (“FT”). Our strategic focus is to identify and complete acquisitions that enhance long-term shareholder value and to reposition the Company toward scalable business opportunities, including through our Farmhouse Treasury division and ongoing evaluation of additional operating businesses.
Digital Asset Treasury Initiative
In September 2025, we organized Farmhouse Treasury LLC (“FT”), a wholly owned Nevada limited liability company, to support our Anti-Debasement Digital Asset Treasury (“DAT”) initiative. FT is a manager-managed entity, with the Company as sole member and our Chief Executive Officer and Chief Technical Officer serving as managers.
FT was established to develop and oversee our digital asset strategy, including treasury management, custody solutions, and capital allocation in assets aligned with an anti-debasement framework, including Bitcoin and tokenized and physical gold. This initiative is intended to position the Company to participate in the emerging digital asset market while maintaining governance, reporting, and compliance standards consistent with those of a public company.
The Company has established an enterprise custody account with BitGo, which provides institutional-grade custody solutions, including insurance coverage for digital assets held in custody. BitGo has applied for a national trust bank charter with the Office of the Comptroller of the Currency; however, such status has not been finalized as of the date of this Report.
FT is a wholly owned subsidiary and is consolidated in our financial statements. At formation, no capital was contributed and no digital assets were acquired. During the three months ended March 31, 2026, FT engaged in limited organizational and treasury-related activities; however, such activities did not have a material impact on our consolidated financial position or results of operations.
FT provides a dedicated structure through which we evaluate and, if appropriate, may implement digital asset-related strategies in a controlled and transparent manner. As of the date of issuance
24
of these financial statements, FT has engaged in preliminary discussions with various counterparties, including cryptocurrency financing and investment platforms, regarding potential structures to execute such strategies. These discussions remain exploratory, and no binding agreements or definitive plans have been established. There can be no assurance that any such strategy will be pursued or that it will generate the anticipated benefits.
RESULTS OF OPERATIONS
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025.
Operating Expenses
Total operating expenses for the three months ended March 31, 2026, were $109,449, compared to $90,794 for the same period in 2025, as shown below.
For the three months ended March 31, | 2026 |
| 2025 | ||
Accounting and professional fees | $ | 41,633 |
| $ | 23,684 |
Wages and benefits |
| 46,036 |
|
| 46,036 |
Consulting fees |
| 250 |
|
| 625 |
Public company related and filing fees |
| 7,267 |
|
| 6,164 |
Other general and administrative expenses |
| 14,263 |
|
| 14,285 |
Total operating expenses | $ | 109,449 |
| $ | 90,794 |
The increase in operating expenses for the three months ended March 31, 2026, compared to the same period in 2025, was primarily attributable to higher accounting and professional fees, which increased due to the timing of recognizing audit and financial reporting related costs during the respective periods. Public company related and filing fees also increased due to costs associated with the Company’s S-1 Registration Statement during the three months ended March 31, 2026. These increases were partially offset by lower consulting expenses and relatively consistent wages, benefits, and other general and administrative expenses.
Other income (expenses)
Total other income (expenses) for the three months ended March 31, 2026, totaled ($45,978), compared to $159,082 for the same period in 2025, as shown below.
For the three months ended March 31, | 2026 |
| 2025 | ||
Gain on extinguishment of debt | $ | - |
| $ | 174,935 |
Unrealized loss on crypto assets |
| (1,191) |
|
| - |
Loss on derivatives |
| (14,212) |
|
| - |
Interest expense |
| (30,575) |
|
| (15,853) |
Total other income (expenses) | $ | (45,978) |
| $ | 159,082 |
The change in other income (expenses) for the three months ended March 31, 2026, compared to the same period in 2025, was primarily attributable to the absence of the $174,935 gain on extinguishment of debt recognized during the three months ended March 31, 2025, which did not recur in the current period.
During the three months ended March 31, 2026, the Company recognized an unrealized loss on crypto assets of $1,191, reflecting changes in the fair value of digital assets held during the period. The Company also recognized a loss on derivatives of $14,212, related to the fair value
25
adjustment of derivative liabilities associated with certain convertible financing arrangements.
Interest expense increased to $30,575 for the three months ended March 31, 2026, from $15,853 for the same period in 2025, primarily due to higher debt balances, including additional convertible financing arrangements, and related amortization of debt discounts.
Net Income (loss)
The Company reported a net loss of $155,427 for the three months ended March 31, 2026, compared to net income of $68,288 for the same period in 2025. The change was primarily attributable to the absence of the $174,935 gain on extinguishment of debt recognized during the three months ended March 31, 2025, as well as increased interest expense and losses recognized on derivative liabilities during the current period.
In addition to the items discussed above, changes in the Company’s results of operations were impacted by non-cash and non-operating items, including fair value adjustments related to derivative liabilities and unrealized changes in the value of crypto assets held by the Company.
Results for the three months ended March 31, 2026 reflect the Company’s continued transition in operations, including reduced activity related to certain legacy initiatives and an increased focus on evaluating strategic opportunities, including its digital asset treasury strategy. The Company did not generate revenues during either the current or prior year period and continued to incur costs associated with maintaining public company infrastructure, professional services, and regulatory compliance. Management continues to monitor operating expenses and evaluate capital formation and strategic opportunities.
Critical Accounting Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. One of the Company’s more significant estimates relates to the valuation of derivative liabilities associated with certain convertible debt instruments.
As of March 31, 2026 and December 31, 2025, the Company estimated the probability of triggering certain contingent conversion features embedded in its convertible Series 2023, 2025 and 2026 Series notes to be 10%. Actual outcomes could differ from these estimates, and changes in assumptions may result in further adjustments in future periods.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity, Going Concern and Working Capital
The following discussion summarizes our liquidity position, working capital needs, and sources of capital as of March 31, 2026 and December 31, 2025.
Cash Flows and Working Capital
We had cash and cash equivalents of $32,329 as of March 31, 2026, compared to $14,188 as of December 31, 2025. Our increase in cash during the period was primarily attributable to financing activities.
Our working capital deficit was $2,355,449 as of March 31, 2026, compared to $2,215,329 as of December 31, 2025.
The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of March 31, 2026, the Company had a
26
stockholders’ deficit of $2,823,586, incurred a net loss of $155,427 for the three months ended March 31, 2026, and used $61,459 of cash in operating activities during the period. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the condensed consolidated financial statements are issued.
The Company continues to have limited access to capital and expects additional financing will be necessary to fund operations. Market conditions for microcap companies remain challenging, making it difficult to secure financing on favorable terms. The Company’s capital structure includes convertible debt instruments, certain of which are in default and certain of which contain embedded derivative features that may result in additional non-cash expense and potential dilution.
Management’s plans to address liquidity needs include pursuing additional capital through equity and debt financings, including potential draws under the GHS equity financing agreement, continued financial support from related parties, renegotiating or restructuring certain debt obligations, and continuing efforts to manage operating expenditures while evaluating strategic opportunities, including its digital asset treasury initiative and other potential business opportunities.
Subsequent to March 31, 2026, the Company completed a financing transaction resulting in gross proceeds of $2.0 million, which management believes provides additional liquidity to support operations and strategic initiatives in the near term. However, these plans are not entirely within the Company’s control, and there can be no assurance that additional financing will be available on acceptable terms, if at all. Accordingly, substantial doubt about the Company’s ability to continue as a going concern remains.
Financing Activities
The Company has historically funded operations through private placements, convertible debt issuances, short-term advances, and related party support.
For the three months ended March 31, 2026, the Company completed the following financing transactions:
·The Company issued a $10,000 Series 2026 mandatorily convertible note to an unaffiliated investor. The note bears interest at 10% per annum and matures in February 2029.
·In March 2026, the Company received a $100,000 financing advance from an investor in connection with a contemplated financing transaction. As of March 31, 2026, the advance was recorded as a financing advance liability because definitive financing documents had not yet been executed. Subsequent to quarter-end, this advance was applied toward the May 2026 financing transaction.
For the three months ended March 31, 2025, the Company completed the following financing transactions:
·The Company issued a Series 2025 mandatorily convertible note in the principal amount of $10,000 to an individual investor.
·The Company issued a Series 2025 mandatorily convertible note in the principal amount of $61,000 to an individual investor. The principal amount included $26,000 of accrued liabilities exchanged for debt pursuant to a liability conversion agreement, with the remaining $35,000 representing new cash proceeds.
27
Reference is made to Notes 5, 6, 7 and 9 to the condensed consolidated financial statements included under Item 1 of this Quarterly Report for additional information regarding debt obligations, financing arrangements, and related party balances.
Proceeds from financing activities have been used primarily for general corporate purposes, including working capital, public company expenses, professional fees, and operating expenses.
Related Party Transactions
The Company has engaged in transactions with related parties, including advances from officers and the issuance of convertible debt.
During the three months ended March 31, 2026, officers provided ongoing support through working capital advances and payments made on behalf of the Company, while receiving repayments totaling $1,600. As of March 31, 2026, amounts due to related parties totaled $361,880, including accrued compensation to the Company’s contracted Chief Financial Officer and officer advances.
In April 2025, the Company issued a $25,000 Series 2025 mandatorily convertible note to the spouse of a Company director. The note was issued on substantially the same terms as those offered to unaffiliated investors.
Additional information regarding related party transactions is included in Note 9 to the condensed consolidated financial statements.
Capital Requirements and Outlook
The Company expects to require additional financing to support ongoing operations and strategic initiatives. The Company continues to incur costs associated with maintaining public company infrastructure, professional services, and regulatory compliance while evaluating new business opportunities.
The Company maintains an equity financing arrangement with GHS Investments LLC that provides for up to $20.0 million in potential financing over a 24-month term, subject to contractual conditions and the Company’s election to utilize the facility. As of March 31, 2026, the Company had not drawn funds under the facility.
The Company is evaluating various financing alternatives, including debt and equity offerings, strategic partnerships, and other capital formation opportunities. If the Company is unable to obtain additional financing, it may be required to further reduce expenditures, curtail operations, or delay strategic initiatives.
Subsequent Event Financing
Subsequent to March 31, 2026, the Company completed a financing transaction with Axiom Holdings Group, LLC resulting in $2.0 million of total consideration, consisting of:
·$1.0 million in cash consideration, including a previously funded $100,000 advance received in March 2026; and
·$1.0 million of digital asset consideration.
The financing was completed through the issuance of a convertible promissory note with an original principal balance of $2,222,222, reflecting a 10% original issue discount. The note bears interest at 15% per annum, matures ten months from issuance, and contains variable conversion provisions based on the Company’s future stock price, subject to stated floor and ceiling prices.
28
On May 4, 2026, the Company received approximately $884,000 of net cash proceeds, after giving effect to the prior advance and payment of investor legal fees pursuant to the transaction documents.
As of the issuance date of these condensed consolidated financial statements, transfer of the committed digital asset consideration remained in process. Management has been advised by the investor that the timing of such transfer is being coordinated due to customary market, custody, and transfer-related considerations associated with the movement of digital assets. Accordingly, the Company had not obtained custody or control of the digital assets, and no digital assets related to this financing transaction have been recognized in the accompanying condensed consolidated financial statements.
Proceeds are expected to be used for general corporate purposes, including working capital, strategic initiatives, digital asset treasury activities, and repayment of certain obligations. Reference is made to Note 13 to the condensed consolidated financial statements included under Item 1 of this Quarterly Report for additional information regarding the financing transaction.
SUPPLEMENTAL, UNAUDITED PRO FORMA INFORMATION
The unaudited pro forma condensed balance sheet reflects the Axiom Financing as if it had occurred on March 31, 2026, including the contractual digital asset consideration to be provided by the investor. However, as of the issuance date of these condensed consolidated financial statements, transfer of the committed digital asset consideration remained in process. Management has been advised by the investor that the timing of such transfer is being coordinated due to customary market, custody, and transfer-related considerations associated with the movement of digital assets. Accordingly, the Company had not obtained custody or control of such digital assets, and no digital assets related to the financing transaction have been recognized in the accompanying condensed consolidated financial statements. The pro forma presentation is intended solely to illustrate the potential effect of the financing transaction as if completed as of March 31, 2026.
The unaudited pro forma information is presented for informational purposes only and is not prepared in accordance with Article 11 of Regulation S-X. The pro forma adjustments are based on available information and assumptions that management believes are reasonable under the circumstances; however, such assumptions are inherently subject to uncertainties and contingencies.
The unaudited pro forma condensed balance sheet does not purport to represent what the Company’s financial position would have been had the Axiom Financing occurred as of March 31, 2026, nor does it purport to project the Company’s financial position for any future period. Actual results may differ materially from those presented.
29
Farmhouse, Inc.
Supplemental, Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of March 31, 2026
30
Notes to Unaudited Pro Forma Condensed Balance Sheet
(A) Cash Proceeds – Reflects net cash proceeds of approximately $884,000 received upon closing, after giving effect to the prior $100,000 advance and the withholding/payment of approximately $16,000 of investor legal fees in accordance with the SPA.
(B) Axiom Financing – Reflects the issuance of a convertible promissory note with an original principal amount of $2,222,222, including a 10% original issue discount, in exchange for total consideration of $2,000,000 consisting of $1,000,000 in cash and $1,000,000 in contractual digital asset consideration. For illustrative pro forma purposes, the digital asset consideration is assumed to have been transferred as of March 31, 2026. However, as of the issuance date of these condensed consolidated financial statements, transfer of the committed digital asset consideration remained in process, and the Company had not obtained custody or control of such digital assets. Accordingly, no digital assets related to the financing transaction have been recognized in the accompanying condensed consolidated financial statements.
(C) Debt Discount and Issuance Costs – Reflects the $222,222 original issue discount and approximately $16,000 of issuance costs as a reduction of the carrying amount of the convertible note payable for illustrative purposes
(D) Financing Advance – Reflects the reclassification of the $100,000 advance received in March 2026, which was applied toward the Axiom Financing and is no longer presented as a separate liability.
(E) Derivative Liability and Debt Discount – We have determined that the Axiom note will require derivative accounting. The associated derivative liability and debt discount has not yet been determined and is not disclosed here.
OFF BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on its financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision of our Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our officers concluded that our disclosure controls and procedures were not effective as of that date.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the three months ended March 31, 2026, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
31
Limitations on Effectiveness
Our controls and procedures are designed to provide reasonable, not absolute, assurance of achieving their objectives. Because of inherent limitations, no control system can prevent all errors or fraud.
PART II – OTHER INFORMATION
None.
32
ITEM 1. LEGAL PROCEEDINGS
As of the date of this report, there were no material pending legal proceedings against us, and we do not believe the outcome of any current claims or legal proceedings will have a material adverse effect on our financial position, results of operations, or cash flows.
ITEM 1A. RISK FACTORS
We qualify as a smaller reporting company, as defined by Item 10 of Regulation S-K and, thus, are not required to provide the information required by this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three months ended March 31, 2026, the Company issued a $10,000 Series 2026 mandatorily convertible note to an unaffiliated investor. The note bears interest at 10% per annum, matures in February 2029, and contains conversion features substantially similar to the Company’s Series 2025 mandatorily convertible notes.
In addition, on January 16, 2026, the Company issued 50,000 shares of restricted common stock for legal services rendered in connection with the Company’s registration statement. The issuance was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering.
The issuance of the Series 2026 convertible note was completed in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D, as a transaction not involving a public offering. No general solicitation was used, and the investor represented that it was acquiring the security for investment purposes.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
As of March 31, 2026, the Company was in default under the following debt obligations:
·a $45,000 convertible promissory note issued to an unrelated individual, which matured in July 2018;
·a $50,000 promissory note issued to an unrelated individual, which matured in December 2021;
·two promissory notes totaling $10,000 issued to unrelated individuals, each of which matured in October 2024;
·a $4,500 related party promissory note issued to the Company’s Chief Executive Officer, which matured on February 12, 2025; and
The Company is currently evaluating alternatives with respect to these obligations, including repayment, extension, restructuring, or conversion where applicable. These defaults may adversely affect the Company’s liquidity and ability to obtain future financing.
Reference is made to the interim condensed consolidated financial statements included under Item 1 Notes 5, 6, and 9 of this Report for additional information.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6.EXHIBITS
The exhibits required to be filed herewith by Item 601 of Regulation S-K, as described in the following index of exhibits, are attached hereto unless otherwise indicated as being incorporated by reference, as follows:
Exhibit Number |
|
Description |
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|
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31.1 |
| |
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31.2 |
| |
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32.1 |
| |
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|
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* Filed herewith.
34
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, City of San Francisco, State of California, on May 20, 2026.
By: | /s/ Evan Horowitz |
| EVAN HOROWITZ |
| Chief Executive Officer, Director |
Pursuant to the requirements of the Securities Act of 1933, this registrant statement has been signed by the following persons in the capacities and on the dates indicated.
By: | /s/ Evan Horowitz |
| EVAN HOROWITZ |
| Chief Executive Officer, Director |
|
|
By: | /s/ Lanny R. Lang |
| LANNY R. LANG |
| Chief Financial Officer, Chief Accounting Officer |
| (Principal Financial and Accounting Officer) |
|
|
By: | /s/ Michael Landau |
| MICHAEL LANDAU |
| Chief Technology Officer, Treasurer, Director |
|
|
By: | /s/ Leslie Katz |
| LESLIE KATZ |
| Director |
35
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECURITIES EXCHANGE ACT OF 1934
RULE 13a-14(a) OR 15d-14(a)
I, Evan Horowitz, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for Farmhouse, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5.The registrant’s other certifying officer and I have disclosed, based on the most recent evaluation of internal control over financial reporting, to the registrant’s other certifying officer and registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
| Farmhouse, Inc. | |
|
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|
|
|
|
|
|
Date: May 20, 2026 |
| By: | /s/ Evan Horowitz |
|
|
| EVAN HOROWITZ |
|
|
| Chief Executive Officer, Director |
|
|
| (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECURITIES EXCHANGE ACT OF 1934
RULE 13a-14(a) OR 15d-14(a)
I, Lanny R. Lang, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for Farmhouse, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5.The registrant’s other certifying officer and I have disclosed, based on the most recent evaluation of internal control over financial reporting, to the registrant’s other certifying officer and registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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| Farmhouse, Inc. | |
|
|
|
|
Date: May 20, 2026 |
| By: | /s/ Lanny R. Lang |
|
|
| LANNY R. LANG |
|
|
| Chief Financial Officer, |
|
|
| (Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Chief Executive Officer and Chief Financial Officer of Farmhouse, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to their knowledge, the Quarterly Report on Form 10-Q of Farmhouse, Inc. as of March 31, 2026 and for the three months ended March 31, 2026 and 2025, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Farmhouse, Inc.
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| Farmhouse, Inc. | |
|
|
|
|
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|
|
Date: May 20, 2026 |
| By: | /s/ Evan Horowitz |
|
|
| EVAN HOROWITZ |
|
|
| Chief Executive Officer, Director |
|
|
| (Principal Executive Officer) |
|
|
|
|
|
|
|
|
Date: May 20, 2026 |
| By: | /s/ Lanny R. Lang |
|
|
| LANNY R. LANG |
|
|
| Chief Financial Officer, Chief Accounting Officer |
|
|
| (Principal Financial and Accounting Officer) |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signatures that appear in typed form within the electronic version of this written statement required by Section 906, has been provided to Farmhouse, Inc. and will be retained by Farmhouse, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.