Overview
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- TickerAIFC on Nasdaq1
- IndustryCommodity Contracts Brokers & Dealers1
- HeadquartersLas Vegas, Nevada1
- Incorporated inNV2
- Business address325 E. Warm Springs Road, Suite 102, Las Vegas, Nv 891192
- Filer categoryNon-accelerated filer, Smaller reporting company2
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March 16, 2023, ALT5 Sigma, Inc., formed a wholly-owned corporation in the State of New York, named ALT5 Sigma Markets Inc.4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
What sells
Revenue by product, business segment and region, as the company reports it to the SEC.
Business segments
Segments Total brought in 50% of the revenue AI Financial Corp broke down this way in fiscal 2025.
Business segments by year
| Business segments | 2024 | 2025 |
|---|---|---|
| Segments Total | $11.9M | $24.8M |
| Total Reportable Segments | $11.9M | $24.8M |
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Cost of revenue11¢$14.7M
- Selling, general and admin25¢$33.0M
- Income tax65¢$86.7M
Out of $24.8M in revenue.5 The company lost money this year.
Financial statements
| Fiscal year | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|
| Revenue | $35.1M6 | $33.9M7 | $08 | $09 | $11.9M5 | $24.8M5 | |
| Cost of revenue | $27.3M6 | $25.0M7 | $08 | $09 | $6.2M5 | $14.7M5 | |
| Gross profit | $7.8M6 | $8.8M7 | $08 | $09 | $5.6M5 | $10.2M5 | |
| Selling, general and admin | $20.2M6 | $17.8M7 | $3.1M8 | $4.7M9 | $12.6M5 | $33.0M5 | |
| Operating expenses | $3.1M8 | $19.8M9 | $12.6M5 | $33.0M5 | |||
| Operating income | -$12.4M6 | -$9.0M7 | -$3.1M8 | -$19.8M9 | -$6.9M5 | -$22.9M5 | |
| Interest | |||||||
| Income before tax | $1.4M8 | -$17.5M9 | -$8.5M5 | -$428.2M5 | |||
| Income tax | -$3.2M6 | $427.0K7 | -$6.6M8 | -$429.0K9 | -$160.0K5 | -$86.7M5 | |
| Net income | -$12.0M6 | -$8.5M7 | $11.0M8 | -$7.8M9 | -$7.6M5 | -$344.5M5 | |
| Earnings per share | -$6.786 | -$4.597 | $3.498 | -$1.959 | -$0.685 | -$5.915 | |
| Earnings per share (diluted) | -$6.786 | -$4.597 | $3.498 | -$1.959 | -$0.685 | -$5.915 | |
| Shares (weighted, basic) | 3.2M shares8 | 4.0M shares9 | 11.2M shares5 | 58.3M shares5 | |||
| Shares (weighted, diluted) | 3.2M shares8 | 4.4M shares9 | 11.2M shares5 | 58.3M shares5 |
| Fiscal year | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|
| Cash | $481.0K6 | $379.0K7 | $61.0K8 | $5.0K9 | $7.2M5 | $6.2M5 | |
| Receivables | $7.3M12 | ||||||
| Inventory | $366.0K12 | ||||||
| Current assets | $8.8M6 | $6.9M7 | $9.2M8 | $346.0K9 | $34.4M5 | $29.5M5 | |
| Property, plant and equipment | $2.7M12 | $09 | $1.2M9 | $28.0K5 | |||
| Goodwill | $09 | $3.9M5 | $12.3M5 | ||||
| Intangible assets | $20.0M8 | $17.8M9 | $18.7M5 | $23.0M5 | |||
| Total assets | $29.0M6 | $24.4M7 | $46.8M8 | $18.5M9 | $75.7M5 | $1.2B5 | |
| Accounts payable | $2.3M8 | $2.3M9 | $3.2M5 | $5.1M5 | |||
| Short-term debt | $4.8M12 | $08 | |||||
| Current liabilities | $17.6M6 | $20.6M7 | $23.9M8 | $5.9M9 | $40.9M5 | $51.4M5 | |
| Long-term debt | $1.3M12 | $563.0K5 | $563.0K5 | ||||
| Total liabilities | $18.7M6 | $22.0M7 | $29.9M8 | $7.3M9 | $55.8M5 | $60.3M5 | |
| Retained earnings | -$42.8M8 | -$50.6M9 | -$58.2M5 | -$402.7M5 | |||
| Shareholders’ equity | $10.3M7 | $2.4M12 | $2.3M8 | -$3.3M9 | $12.4M5 | $1.2B5 | |
| Shares outstanding | 1.9M shares6 | 2.0M shares13 | 2.4M shares6 | 2.8M shares8 | 2.8M shares9 | 15.4M shares5 | 126.5M shares5 |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
| Fiscal year | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|
| Cash from operations | -$3.5M6 | -$617.0K7 | -$3.1M8 | $1.5M9 | $1.8M5 | -$7.2M5 | |
| Depreciation and amortization | $2.0K8 | $1.5M9 | $1.3M5 | $3.3M5 | |||
| Stock-based compensation | $5.0K8 | $14.0K9 | $2.3M5 | $5.9M5 | |||
| Capital spending | $212.0K6 | $507.0K7 | $808.0K12 | $11.0K5 | |||
| Free cash flow | -$3.7M | -$1.1M | -$3.9M | -$7.2M | |||
| Cash from investing | -$1.5M8 | -$155.0K9 | $5.9M5 | -$706.6M5 | |||
| Cash from financing | $4.0M8 | -$1.4M9 | $6.1M5 | $716.8M5 |
Corporate structure
AI Financial Corp sits at the top of its group. 13 entities, 4 countries on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of AI Financial Corp
- CRCM LP Filed SCHEDULE 13G/A on AI Financial Corp, latest Aug 12, 2026 (4 filings since Oct 27, 2025)
- VANGUARD GROUP INC Filed SCHEDULE 13G/A on AI Financial Corp, latest Mar 26, 2026 (2 filings since Oct 30, 2025)
- JANE STREET GROUP, LLC Filed SCHEDULE 13G/A on AI Financial Corp, latest Feb 2, 2026 (3 filings since Aug 19, 2025)
- Soul Ventures Holdings Ltd Filed SCHEDULE 13G/A on AI Financial Corp, latest Jan 27, 2026 (2 filings since Aug 26, 2025)
- CITADEL ADVISORS LLC Filed SCHEDULE 13G on AI Financial Corp, latest Aug 19, 2025
- ExodusPoint Capital Management, LP Filed SCHEDULE 13G on AI Financial Corp, latest Aug 18, 2025
- Point72 Asset Management, L.P. Filed SCHEDULE 13G on AI Financial Corp, latest Aug 18, 2025
- Clover Crest Bahamas Ltd Filed SCHEDULE 13G on AI Financial Corp, latest Jun 6, 2025
- BIGGER CAPITAL FUND L P Filed SC 13G/A on AI Financial Corp, latest Aug 24, 2023 (2 filings since Mar 27, 2023)
- Altium Capital Management LLC Filed SC 13G/A on AI Financial Corp, latest Feb 11, 2022
- Ionic Ventures, LLC Filed SC 13G/A on AI Financial Corp, latest Feb 3, 2022
- AI Financial Corp Las Vegas, Nevada
- 9323-9044 Quebec Inc. DBA MSwipe Technologies Subsidiary · Quebec, Canada
- 9406-1918 Quebec Inc. DBA Altitude Marketing Subsidiary · Quebec, Canada
- ALT5 AI, Inc. Subsidiary · Canada
- ALT5 Digital Holdings, Inc. Subsidiary · Wyoming, United States
- ALT5 Markets, Inc. Subsidiary · New York, United States
- ALT5 Sigma Canada, Inc. Subsidiary · Ontario, Canada
- ALT5 Sigma Digital Asset Treasury Company Inc. Subsidiary · Wyoming, United States
- ALT5 Sigma, Inc. Subsidiary · Delaware, United States
- ALT5 sro Subsidiary · Czechia
- ALT5, Inc. Subsidiary · Wyoming, United States
- MSwipe Inc. Subsidiary · Delaware, United States
- MSwipe Technologies Limited Subsidiary · United Kingdom
Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What AI Financial Corp reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $65.0K5 Dec 27, 2025 | $5.4M12 Dec 31, 2022 | −98.8% |
| Accumulated depreciation | $37.0K5 Dec 27, 2025 | $2.7M12 Dec 31, 2022 | −98.7% |
| Property and equipment, net | $28.0K5 Dec 27, 2025 | $1.2M9 Dec 28, 2024 | −97.6% |
| Operating-lease assets (leased space) | $102.0K5 Dec 27, 2025 | $121.0K5 Dec 28, 2024 | −15.7% |
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $6.2M5 Dec 27, 2025 | $7.2M5 Dec 28, 2024 | −13.3% |
| Marketable securities, non-current | $09 Dec 28, 2024 | $286.0K9 Dec 30, 2023 | −100.0% |
| Loans, net of allowance | $09 Dec 28, 2024 | $09 Dec 30, 2023 |
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Goodwill | $12.3M5 Dec 27, 2025 | $3.9M5 Dec 28, 2024 | +216.9% |
| Intangible assets, net (excluding goodwill) | $23.0M5 Dec 27, 2025 | $18.7M5 Dec 28, 2024 | +23.4% |
| Finite-lived intangibles, gross | $27.7M5 Dec 27, 2025 | $20.0M5 Dec 28, 2024 | +38.4% |
| Accumulated amortization | $4.6M5 Dec 27, 2025 | $1.3M5 Dec 28, 2024 | +251.0% |
| Finite-lived intangibles, net | $23.0M5 Dec 27, 2025 | $18.7M5 Dec 28, 2024 | +23.4% |
Properties, in its own words
As of December 27, 2025, our executive offices were located in Las Vegas, Nevada in a leased facility consisting of 3,600 square feet of office space. We believe our executive office space is sufficient to meet our current needs.
Our Fintech segment maintained offices in Montreal, Quebec, Canada, across two leased facilities with approximately 2,100 and 2,500 square feet, respectively. We believe this office space is adequate to meet our current operational needs.
Item 2 of the 10-K filed Apr 13, 2026.4
Leadership
Who has led AI Financial Corp, and when. Pick a name to see everywhere that person has worked.
Chief financial officer
Chief operating officer
- Chief executive officerPeter Tassiopoulos Aug 28, 2024 to now14
- Chief executive officerAntonios Isaac Aug 14, 2018 to Jan 9, 202315
- Chief executive officerEdward R. Cameron Apr 1, 2009 to Sep 3, 201516
- ChairEric Bolling Sep 12, 2019 to Sep 12, 201917
- ChairEdward R. Cameron Aug 9, 2007 to Feb 27, 201418
- PresidentEric Bolling Sep 12, 2019 to Sep 12, 201917
- PresidentBradley Bremer Feb 29, 2012 to Aug 24, 201719
- PresidentEdward R. Cameron Aug 9, 2007 to Feb 27, 201418
- Chief financial officerVirland A. Johnson Aug 14, 2018 to now20
- Chief financial officerJeffery Ostapeic Dec 29, 2014 to Dec 29, 201421
- Chief financial officerJeffrey Cammerrer Oct 2, 2012 to Feb 27, 201422
- Chief financial officerPeter Hausback Apr 1, 2009 to May 16, 201123
- Chief financial officerLinda Koenig Apr 5, 2006 to Jul 7, 200624
- Chief operating officerMark Eisenschenk Jul 24, 2013 to Jul 24, 201325
Board members and other officers (23)
- Executive OfficerVirland A. Johnson Oct 5, 2017 to Oct 5, 201726
- EVP of ARCA RecyclingRachel Holmes Jan 29, 2016 to Jan 29, 201627
- VP Resource Efficiency Prog.Bruce J. Wall May 19, 2006 to Jun 14, 200628
- Board memberDavid C. Danziger Oct 8, 2025 to now29
- Board memberZachary David Witkoff Nov 13, 2025 to now30
- Board memberZachary S. Folkman Nov 13, 2025 to now31
- Board memberJohn Bitar Jan 10, 2020 to Jan 10, 202032
- Board memberNael Hajjar Aug 14, 2018 to Aug 14, 201833
- Board memberTimothy Matula Aug 23, 2016 to Aug 14, 201834
- Board memberBrian Conners May 28, 2015 to May 29, 201535
- Board memberEdward R. Cameron Sep 3, 2015 to Sep 3, 201536
- Board memberAntonios Isaac Sep 21, 2015 to Jan 9, 202337
- Board memberDennis Gao Sep 21, 2015 to Apr 13, 201738
- Board memberRandy L. Pearce Aug 9, 2012 to May 13, 201439
- Board memberDean Pickerell Jan 6, 2011 to May 13, 201440
- Board memberStanley Goldberg Aug 4, 2011 to May 13, 201441
- Board memberSteven Lowenthal Aug 4, 2011 to May 13, 201442
- Board memberGlynnis A. Jones Apr 1, 2009 to May 16, 201143
- Board memberMorgan Wolf Apr 1, 2009 to May 16, 201144
- Board memberThomas F. Hunt Jr. Apr 1, 2009 to Aug 13, 200945
- Board memberAlbin S. Dubiak May 12, 2006 to Jan 24, 200846
- Board memberDuane Carlson May 12, 2006 to May 14, 201247
- Board memberW. William Bednarczyk May 12, 2006 to Jan 7, 200848
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
- 9323-9044 Quebec Inc. DBA MSwipe Technologies Quebec, Canada3
- 9406-1918 Quebec Inc. DBA Altitude Marketing Quebec, Canada3
- ALT5 AI, Inc. Canada3
- ALT5 Digital Holdings, Inc. Wyoming3
- ALT5 Markets, Inc. New York3
- ALT5 Sigma Canada, Inc. Ontario, Canada3
- ALT5 Sigma Digital Asset Treasury Company Inc. Wyoming3
- ALT5 Sigma, Inc. Delaware3
- ALT5 sro Czech Republic3
- ALT5, Inc. Wyoming3
- MSwipe Inc. Delaware3
- MSwipe Technologies Limited England, UK3
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Former names
Timeline
- Aug 7, 20268-K Entered a material agreement; Completed an acquisition or sale49
- Jul 2, 20268-K Listing notice or transfer50
- Jun 10, 20268-K Regulation FD disclosure51
- May 4, 20268-K Bylaws or fiscal year changed; Regulation FD disclosure52
- Apr 24, 20268-K Entered a material agreement; Unregistered sale of shares53
- Apr 24, 20268-K Unregistered sale of shares; Executive or director change54
- Mar 5, 20268-K Other events55
- Mar 2, 20268-K Shareholder vote56
- Feb 23, 20268-K Other events57
- Feb 6, 20268-K Executive or director change58
- Feb 4, 20268-K Executive or director change59
- Feb 2, 20268-K Entered a material agreement; New debt or obligation60
- Aug 28, 2024New chief executive Peter Tassiopoulos becomes CEO14
- Aug 14, 2018New chief executive Antonios Isaac becomes CEO15
- Apr 1, 2009New chief executive Edward R. Cameron becomes CEO16
Calendar
Coming up
- Nov 16, 2026Reports results for the quarter ending Sep/202661
When it reported results
- Aug 11, 2025Reported quarterly or annual results62
- May 14, 2025Reported quarterly or annual results63
- Mar 31, 2025Reported quarterly or annual results64
- Nov 13, 2024Reported quarterly or annual results65
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
180 filings to the SEC since October 2021: 8 annual reports, 18 quarterly reports, 81 major events, 12 insider forms, 19 large holders, 42 other. The latest 20:
- Aug 17, 202610-Q EDGAR
- Aug 12, 2026NT 10-Q EDGAR
- Aug 12, 2026SCHEDULE 13G/A EDGAR
- Aug 7, 20268-K EDGAR
- Jul 2, 20268-K EDGAR
- Jun 10, 20268-K EDGAR
- May 18, 202610-Q EDGAR
- May 13, 2026NT 10-Q EDGAR
- May 13, 2026SCHEDULE 13G/A EDGAR
- May 4, 20268-K EDGAR
- Apr 28, 202610-K/A EDGAR
- Apr 24, 20268-K EDGAR
- Apr 24, 20268-K EDGAR
- Apr 13, 202610-K EDGAR
- Mar 27, 2026NT 10-K EDGAR
- Mar 26, 2026SCHEDULE 13G/A EDGAR
- Mar 5, 20268-K EDGAR
- Mar 2, 20268-K EDGAR
- Feb 23, 20268-K EDGAR
- Feb 12, 2026SCHEDULE 13G/A EDGAR
The 180 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
3 open-market trades by officers, directors and large owners since October 2021: 3 buys and 0 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Aug 14, 2025 | DANZIGER DAVID C.Director | Buy | 10,000 | $7.30 | $73.0K | Form 4 |
| Dec 6, 2024 | Johnson Virland ACFO | Buy | 3,000 | $3.00 | $9.0K | Form 4 |
| Sep 9, 2024 | Tassiopoulos PeterChief Executive Officer | Buy | 5,000 | $2.06 | $10.3K | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- CRCM LPSCHEDULE 13G/A, 4 filings Oct 27, 2025 to Aug 12, 202666
- VANGUARD GROUP INCSCHEDULE 13G/A, 2 filings Oct 30, 2025 to Mar 26, 202667
- JANE STREET GROUP, LLCSCHEDULE 13G/A, 3 filings Aug 19, 2025 to Feb 2, 202668
- Soul Ventures Holdings LtdSCHEDULE 13G/A, 2 filings Aug 26, 2025 to Jan 27, 202669
- CITADEL ADVISORS LLCSCHEDULE 13G, 1 filing Aug 19, 202570
- ExodusPoint Capital Management, LPSCHEDULE 13G, 1 filing Aug 18, 202571
- Point72 Asset Management, L.P.SCHEDULE 13G, 1 filing Aug 18, 202572
- Clover Crest Bahamas LtdSCHEDULE 13G, 1 filing Jun 6, 202573
- BIGGER CAPITAL FUND L PSC 13G/A, 2 filings Mar 27, 2023 to Aug 24, 202374
- Altium Capital Management LLCSC 13G/A, 1 filing Feb 11, 202275
- Ionic Ventures, LLCSC 13G/A, 1 filing Feb 3, 202276
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2024 | Peter Tassiopoulos (12,3) | $928.0K | $1.1M77 | |
| 2024 | Tony Isaac | 71 | $450.5K | $700.5K77 |
| 2024 | Virland A. Johnson | $87.7K77 | ||
| 2023 | President and Secretary | $617.7K | $817.7K77 | |
| 2023 | Chief Financial Officer | $224.3K | $349.3K77 |
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 74. Change is in shares since the quarter before.
| Fund | Shares | Value | Share of the fund | Change |
|---|---|---|---|---|
| Crcm LP | 25,403,060 | $14.9M | 4.9% | +12,791,530 |
| Vanguard Capital Management LLC | 6,156,643 | $3.6M | 0.0% | +676,992 |
| Diametric Capital, LP | 5,394,578 | $3.2M | 0.3% | −806,042 |
| BlackRock, Inc. | 2,489,615 | $1.5M | 0.0% | −302,709 |
| UBS Group AG | 2,267,328 | $1.3M | 0.0% | +375,710 |
| ExodusPoint Capital Management, LP | 2,170,301 | $1.3M | 0.0% | −84,609 |
| Geode Capital Management, LLC | 1,597,432 | $935.0K | 0.0% | +106,065 |
| Jump Financial, LLC | 1,000,000 | $585.1K | 0.0% | No change |
| Prelude Capital Management, LLC | 799,389 | $467.7K | 0.0% | −2,150,766 |
| Vanguard Fiduciary Trust Co | 778,862 | $455.6K | 0.0% | +5,108 |
| Charles Schwab Investment Management Inc | 599,969 | $351.0K | 0.0% | −126,324 |
| State Street Corp | 522,996 | $306.0K | 0.0% | No change |
| Barclays PLC | 465,153 | $272.2K | 0.0% | −142,151 |
| Millennium Management LLC | 345,419 | $202.1K | 0.0% | −1,163,499 |
| Northern Trust Corp | 276,452 | $161.8K | 0.0% | +5,093 |
| Susquehanna International Group, Llp | 211,026 | $123.5K | 0.0% | −476,590 |
| Persistent Asset Partners Ltd | 190,191 | $111.3K | 0.0% | New |
| Mitsubishi UFJ Asset Management Co., Ltd. | 161,651 | $94.6K | 0.0% | New |
| Morgan Stanley | 126,259 | $73.9K | 0.0% | −9,794 |
| Jpmorgan Chase & Co | 108,871 | $64.2K | 0.0% | New |
| Citigroup Inc | 96,218 | $56.3K | 0.0% | −158,479 |
| Private Advisor Group, LLC | 94,857 | $55.5K | 0.0% | No change |
| Bank Of America Corp /de/ | 85,660 | $50.1K | 0.0% | −236,090 |
| Vanguard Global Advisers, LLC | 52,461 | $30.7K | 0.0% | No change |
| Shay Capital LLC | 50,558 | $29.6K | 0.0% | No change |
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How AI Financial Corp is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARAI Financial Corp1
- CIK0000862861
- Employer ID (EIN)41-14545914
- Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; a shell company4
- Incorporated inNevada4
- Fiscal year endsDecember 261
- Industry code (SIC)6221 Commodity Contracts Brokers & Dealers1
- SEC reviewing officeOffice of Crypto Assets, Division of Corporation Finance1
- Business address325 E. Warm Springs Road, Suite 102, Las Vegas, NV 891191
- Phone702-997-59681
- Shares outstanding139,836,511 as of Aug 12, 202611
- Public float$160.6M as of Jun 27, 20254
- AuditorL J Soldinger Associates, LLC, Deer Park, IL PCAOB ID 318; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceFeb 14, 19941
- Filings899 in all: 8-K (329), 4 (128), 10-Q (91), SC 13G/A (40), 3 (32), DEF 14A (30), 10-K (28), UPLOAD (19)1
All 44 form types
SC 13D/A (18), CORRESP (15), SC 13G (14), SC 13D (13), 10-K/A (12), NT 10-Q (12), 424B5 (9), 8-K/A (9), PRE 14A (9), S-8 (9), SCHEDULE 13G (8), 4/A (7), SCHEDULE 13G/A (7), 10-Q/A (6), NT 10-K (6), S-3 (6), S-8 POS (6), EFFECT (5), ARS (3), S-2/A (3), 10-K405 (2), 3/A (2), 424B3 (2), 5 (2), CT ORDER (2), D (2), DEFR14A (2), S-2 (2), S-3/A (2), 144/A (1), 424B1 (1), 424B2 (1), DEFA14A (1), POS AM (1), REGDEX (1), RW (1)
- Latest filingsAnnual report (10-K) Apr 13, 2026
Quarterly report (10-Q) Aug 17, 2026
Proxy statement (DEF 14A) Feb 3, 2026
Latest 8-K (8-K) Aug 7, 2026
Risk factors and legal proceedings
The risks AI Financial Corp names in Item 1A of its 10-K filed Apr 13, 2026: 38 risks under these headings, as written.4
- Risks Relating to Our Business Generally
- We have identified and disclosed material weaknesses in our internal control over financial reporting. If we are not able to remediate these material weaknesses and maintain an effective system of internal controls, we may not be able to accurately or timely report our financial results, which could cause our stock price to fall and could adversely affect investor confidence and our ability to maintain compliance with Nasdaq listing requirements.
- If our estimates or judgment relating to our critical accounting estimates prove to be incorrect, our operating results could be adversely affected.
- If we fail to maintain an effective system of disclosure controls and procedures and internal control over our financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
- Adverse economic conditions and volatility in crypto asset markets could reduce transaction volumes, customer activity, and access to banking and capital, which could adversely affect our business.
- We may require additional capital to support business growth, and this capital might not be available.
- We may be adversely affected by natural disasters, pandemics, and other catastrophic events, and by man-made problems such as terrorism, that could disrupt our business operations, and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster.
- Our operations in multiple foreign jurisdictions expose us to political, regulatory, legal, and currency risks that could adversely affect our business.
- Risks Relating to Our Fintech Segment
- Our operating results have and will continue to significantly fluctuate, including due to the highly volatile nature of crypto assets.
- Our total fintech revenue is substantially dependent on the volume of transactions conducted on our platform. If volume declines, our business, operating results, and financial condition would be adversely affected.
- Cyberattacks and security breaches of our platform, or those impacting our customers or third parties, could adversely affect our brand, reputation, business, operating results, and financial condition.
The other 28 risks
- The loss or destruction of private keys required to access our digital assets or those of our customers could result in permanent, irrecoverable loss.
- We are subject to an extensive, highly-evolving, and uncertain regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our brand, reputation, business, operating results, and financial condition.
- The potential classification of certain crypto assets as securities by the SEC or other regulators could materially impact our business operations and require significant restructuring.
- Evolving tax treatment of digital assets creates uncertainty in our tax obligations and potential retroactive liabilities.
- We are exposed to risks from blockchain forks and from the decentralized and open-source nature of blockchain protocols, which could disrupt our platform operations, compromise network integrity, and create uncertainty regarding supported digital assets.
- Our platform is exposed to chargeback, fraud, and unauthorized transaction losses, particularly in connection with our payment card and fiat-linked services.
- Customer crypto assets held on our platform are not insured by the FDIC or SIPC, and customers could suffer losses in the event of platform failure.
- Our banking and financial institution relationships may be disrupted, which could have a material adverse effect on our ability to operate.
- We are subject to extensive anti-money laundering, counter-terrorism financing, know-your-customer and economic sanctions obligations, and our failure to comply with these requirements, including those administered by the U.S. Treasury’s Office of Foreign Assets Control (“OFAC”), could subject us to significant penalties and adversely affect our business.
- Regulatory, investor and market focus on climate-related risks and the environmental impact of digital asset networks may impose additional compliance costs and reputational risks on our business.
- Any significant disruption in our products and services, in our information technology systems, or in any of the blockchain networks we support, could result in a loss of customers or funds and adversely affect our brand, reputation, business, operating results, and financial condition.
- If we fail to retain existing customers or add new customers, or if our customers decrease their level of engagement with our products, services and platform, our business, operating results, and financial condition may be significantly harmed.
- We face intense competition from larger crypto platforms, decentralized networks, traditional financial institutions and payment providers, which could reduce our market share, compress margins and increase customer acquisition costs.
- We are subject to risks associated with our compliance and risk management methods.
- We obtain, process, and store a large amount of sensitive personal and financial data and are subject to evolving data privacy, data protection, and information security laws and regulations, and any failure to protect such data or comply with applicable requirements could adversely affect our business.
- Our intellectual property rights are valuable, and any inability to protect them could adversely affect our business, operating results, and financial condition.
- The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could adversely affect our business, operating results, and financial condition.
- Our culture emphasizes innovation, and if we cannot maintain this culture as we grow, our business, operating results, and financial condition could be adversely affected.
- Our acquisition of Fortress II Holdings and its Mswipe payment card operations exposes us to integration, compliance, and operational risks specific to the payments industry.
- Risks Relating to Our Biotechnology Segment
- We may be unable to effectuate the planned formal separation of our biotechnology segment, which could adversely affect our financial condition and strategic objectives.
- Effectuating a formal separation of our biotechnology segment is complex and may divert management’s attention and consume significant resources, which could adversely affect both the biotechnology segment and our remaining operations.
- The biotechnology segment, if formally separated, may be unable to raise sufficient capital to fund its operations and development programs as a standalone entity, which could impair its viability and the value realized by our stockholders.
- If effectuating the formal separation results in Alyea becoming a stand-alone publicly traded entity, it may not qualify for or maintain a listing on a national securities exchange, which could impair the liquidity and value of its securities owned by us or, prospectively, by our stockholders.
- Effectuating the formal separation of the biotechnology segment in a spinoff transaction may have adverse tax consequences for our stockholders and for us.
- Unlike currently, following a formal separation of our biotechnology segment, it will operate without our financial support and may face challenges in establishing itself as a fully independent company.
- Risks Relating to Ownership of Our Common Stock
- The market price of our common stock has been, and may continue to be volatile and fluctuate significantly, which could result in substantial losses for investors and subject us to securities class action litigation.
- Sales or distribution of substantial amounts of our Common Stock, or the perception that such sales or distributions might occur, could cause the market price of our Common Stock to decline.
- If securities or industry analysts do not publish or cease publishing research, or publish inaccurate or unfavorable research, about our business, the price of our Common Stock and its liquidity could decline.
Legal proceedings
The information in response to this item is included in Note 20, Commitments and Contingencies, to the Consolidated Financial Statements included in Part II, Item 8, of this Form 10-K.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 17SEC EDGAREric Bolling, Chair
- 18SEC EDGAREdward R. Cameron, Chair
- 19SEC EDGARBradley Bremer, President
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- 27SEC EDGARRachel Holmes, EVP of ARCA Recycling
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- 29SEC EDGARDavid C. Danziger, Board member
- 30SEC EDGARZachary David Witkoff, Board member
- 31SEC EDGARZachary S. Folkman, Board member
- 32SEC EDGARJohn Bitar, Board member
- 33SEC EDGARNael Hajjar, Board member
- 34SEC EDGARTimothy Matula, Board member
- 35SEC EDGARBrian Conners, Board member
- 36SEC EDGAREdward R. Cameron, Board member
- 37SEC EDGARAntonios Isaac, Board member
- 38SEC EDGARDennis Gao, Board member
- 39SEC EDGARRandy L. Pearce, Board member
- 40SEC EDGARDean Pickerell, Board member
- 41SEC EDGARStanley Goldberg, Board member
- 42SEC EDGARSteven Lowenthal, Board member
- 43SEC EDGARGlynnis A. Jones, Board member
- 44SEC EDGARMorgan Wolf, Board member
- 45SEC EDGARThomas F. Hunt Jr., Board member
- 46SEC EDGARAlbin S. Dubiak, Board member
- 47SEC EDGARDuane Carlson, Board member
- 48SEC EDGARW. William Bednarczyk, Board member
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- 50SEC EDGARListing notice or transfer
- 51SEC EDGARRegulation FD disclosure
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- 55SEC EDGAROther events
- 56SEC EDGARShareholder vote
- 57SEC EDGAROther events
- 58SEC EDGARExecutive or director change
- 59SEC EDGARExecutive or director change
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- 61NasdaqNasdaq calendar
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