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 June 30, 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 June 30, 2026, the Company had a stockholders’ deficit of $5,749,883 and has incurred recurring losses from operations. For the six months ended June 30, 2026, the Company reported a net loss of $3,078,731 and used $201,143 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.

During the six months ended June 30, 2026, the Company completed a financing transaction in the amount of $2 million. Management believes this financing provides additional liquidity to support operations and execute its strategic initiatives in the near term. See Note 8.

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. 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.

NOTE 3 – CRYPTO ASSETS

The Company maintains crypto assets for treasury and strategic purposes in accordance with its Treasury Policy. As of June 30, 2026, the Company held crypto assets with a fair value of $430,251, which are included in crypto assets on the accompanying condensed consolidated balance sheet.

As of June 30, 2026, the Company held 7.21 Bitcoin with a fair market value of $422,165 and 2.02 PAXG with a fair market value of $8,086.

For the six months ended June 30, 2026, the Company recognized an unrealized loss on digital assets of $61,977, which is included in other income (expense) in the accompanying condensed consolidated statements of operations.

NOTE 4 – INVESTMENTS, AVAILABLE FOR SALE

The Company maintains an investment brokerage account with E*TRADE Securities LLC. During the six months ended June 30, 2026, the Company acquired securities consisting of 200 shares of STRC (Strategy, Inc.) and 200 shares of SATA (Strive, Inc.). The securities were acquired during the six months ended June 30, 2026 for an aggregate cost of $38,756 [cost basis].

The Company classifies these investments as available-for-sale securities. As of June 30, 2026, the investments had an aggregate fair value of $35,182. The Company recognized an unrealized loss of $3,574 related to these investments as of June 30, 2026. The unrealized loss is reported in other comprehensive income (loss), with the cumulative unrealized loss included in accumulated other comprehensive income (loss) within stockholders' deficit on the accompanying condensed consolidated balance sheet.

As of June 30, 2026, the Company had not recognized any realized gains or losses related to these investments.

NOTE 5 – 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 June 30, 2026, the Company had not issued any Put Notices and had not drawn funds under the facility.

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 6 – CONVERTIBLE NOTES PAYABLE, NET

As of June 30, 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 June 30, 2026.

Convertible notes outstanding as of June 30, 2026 were as follows:

As of June 30, 2026, $542,256 of the carrying amount was classified as current and $443,220 was classified as long-term.

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 June 30, 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 9.

Interest expense related to this note was $4,017 for each of the six months ended June 30, 2026 and 2025, respectively. Accrued interest was $72,634 and $68,617 as of June 30, 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 June 30, 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 9.

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 related to the Series 2023 Notes was $1,686 and $1,694 for the six months ended June 30, 2026 and 2025, respectively, and $848 and $854 for the three months ended June 30, 2026 and 2025, respectively. Accrued interest on the Series 2023 Notes was $10,235 and $8,549 as of June 30, 2026 and December 31, 2025, respectively.

Series 2025 Notes Mandatorily Convertible Notes

During 2025, the Company issued Series 2025 Notes. As of June 30, 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 $22,269 and $9,574 for the six months ended June 30, 2026 and 2025, respectively. Interest expense was $11,208 and $9,340 for the three months ended June 30, 2026 and 2025, respectively. Accrued interest was $53,937 and $31,668 as of June 30, 2026 and December 31, 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 9.

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 June 30, 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.

As of June 30, 2026, the convertible note is presented net of an unamortized debt discount of $8,965 on the consolidated balance sheet. The Company recognized $23,517 in amortization of the debt discount as interest expense during the six months ended June 30, 2026.

Interest expense related to this note was $4,269 for the six months ended June 30, 2026. Accrued interest was $5,548 and $1,279 as of June 30, 2026 and December 31, 2025, respectively.

Series 2026 Notes Mandatorily Convertible Notes

During the six months ended June 30, 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 June 30, 2026, the derivative liability associated with this note is included in Derivative liabilities – convertible instruments on the consolidated balance sheet (see Note 9). As of June 30, 2026, the net carrying amount of this note was $9,120 and the debt discount was $880.

Interest expense totaled $534 for the six months ended June 30, 2026 and $357 for the three months ended June 30, 2026. Accrued interest was $534 as of June 30, 2026.

Convertible notes outstanding as of December 31, 2025 were as follows:

As of December 31, 2025, $102,072 of the carrying amount was classified as current and $434,100 was classified as long-term.

The five-year maturity for the convertible notes payable is as follows:

NOTE 7 – NOTES PAYABLE, IN DEFAULT

Notes payable is comprised of the following:

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.

During the six months ended June 30, 2026 the Company paid off three notes totaling $18,400 in principal and $6,626 in accrued interest and recognized a gain on settlement of $104.

As of June 30, 2026 the remaining outstanding note is in default.

Interest expense related to notes payable was $2,640 and $4,618 for the six months ended June 30, 2026 and 2025, respectively. Interest expense was $852 and $1,666 for the three months ended June 30, 2026 and 2025, respectively. Accrued interest was $15,131 and $19,117 as of June 30, 2026 and December 31, 2025, respectively.

NOTE 8 – CONVERTIBLE PROMISSORY NOTE FINANCING AND DUE FROM AXIOM

During the six months ended June 30, 2026, 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 digital asset consideration to be provided by the Investor, consisting primarily of Bitcoin.

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.

During the six months ended June 30, 2026, the Investor transferred a portion of the required digital asset consideration to the Company, consisting primarily of Bitcoin. The digital assets received by the Company were recognized in accordance with the Company’s accounting policy for digital assets as described in Note 2 and are included in digital assets on the accompanying condensed consolidated balance sheet. See Note 3.

As of June 30, 2026, the Investor had not completed delivery of the full $1,000,000 of required digital asset consideration. The remaining amount due from the Investor was $532,852 as of June 30, 2026 and is presented as Due from Axiom on the accompanying condensed consolidated balance sheet. The amount represents the remaining obligation of the Investor to provide digital assets to the Company pursuant to the Transaction Documents.

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 evaluated the accounting treatment of the Note and its embedded conversion features under applicable accounting guidance, including ASC 815, Derivatives and Hedging. As of June 30, 2026, the derivative liability associated with the Note is included in derivative liabilities – convertible instruments on the accompanying condensed consolidated balance sheet. See Note 9.

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.

The Company recognized derivative liability at inception of $2,445,619, a debt discount of $2,222,222 and debt financing cost of $445,619 at inception of the note due to the derivative liability exceeding the proceeds. The company recognized amortization expense of $416,666 during the six months ended June 30, 2026. The carrying value of the note as of June 30, 2026 is $416,666.

Interest expense during the three months ended June 30, 2026 was $53,881 and accrued interest was $53,881 as of June 30, 2026.

NOTE 9 – 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 variable conversion prices based on future market prices and mandatory conversion features. As a result, certain of these features are accounted for as derivative liabilities under ASC 815.

Derivative liabilities are recorded at fair value at inception and remeasured at fair value at each reporting date, with changes in fair value recognized in earnings. For convertible instruments issued with embedded derivative features, the initial fair value of the derivative is recorded as a debt discount to the extent permitted under applicable accounting guidance 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, Fair Value Measurement. The Company utilized option-pricing models, including the Black-Scholes model for the derivative liability related to the November 2025 Convertible note and the Axiom Note.

Key assumptions for used in the Black-Scholes model for the derivative liability value related to the Axiom Note during the six months ended June 30, 2026 are as follows:

The following table summarizes the change in derivative liabilities during the six months ended June 30, 2026:

As of June 30, 2026, the aggregate fair value of the Company’s derivative liabilities was $4,301,556, which is presented as derivative liabilities – convertible instruments on the accompanying condensed consolidated balance sheet. The Company recognized a loss on change in fair value of derivative liabilities of $1,765,482 during the six months ended June 30, 2026.

The Company will continue to remeasure the derivative liabilities at fair value at each reporting date, with changes in fair value recognized in earnings.

NOTE 10 – DUE TO RELATED PARTIES

Related party balances consisted of the following as of June 30, 2026 and December 31, 2025:

During the six months ended June 30, 2026, the Company repaid in full the outstanding advances previously made by officers to fund operating expenses and other Company obligations. In connection with the settlement of these advances, payments exceeded the remaining amounts owed by $1,000. The resulting amount due from an officer is presented as Due from related party on the accompanying condensed consolidated balance sheet as of June 30, 2026.

The Company’s Chief Financial Officer provides services under a consulting arrangement. The Company recognized $24,000 in compensation expense for the six months ended June 30, 2026. As of June 30, 2026 and December 31, 2025, accrued but unpaid fees totaled $290,000 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. During the six months ended June 30, 2026, the Company repaid the note and all related accrued interest in full and recorded a gain on settlement of $118. Accordingly, no principal or accrued interest related to this note remained outstanding as of June 30, 2026.

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. The principal balance of $25,000 remained outstanding as of June 30, 2026 and December 31, 2025 and is classified as long-term.

Interest expense on related party notes were $1,621 and $960 for the six months ended June 30, 2026 and 2025, respectively. Interest expense on related party notes was $762 and $514 for the three months ended June 30, 2026 and 2025, respectively. Accrued interest was $3,096 and $3,063 as of June 30, 2026 and December 31, 2025, respectively.

NOTE 11 – 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 June 30, 2026 or December 31, 2025.

Common Stock Activity

Common stock transactions during the six months ended June 30, 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 12.

As a result of these transactions, the Company had 19,105,950 shares of common stock outstanding as of June 30, 2026.

There were no common stock transactions during the six months ended June 30, 2025.

Treasury Stock

On May 12, 2026, the Company’s Board of Directors approved a share repurchase framework authorizing the Company, through its wholly owned subsidiary Farmhouse Treasury LLC (“Treasury LLC”), to purchase up to $250,000 of the Company’s common stock from time to time in open market or privately negotiated transactions. The Board authorized management to determine the timing, pricing, quantity and method of such repurchases based on market conditions, available liquidity and other capital allocation considerations. The Board also ratified and approved purchases of the Company’s common stock made through Treasury LLC prior to the date of the authorization.

During the six months ended June 30, 2026, Treasury LLC acquired 17,380 shares of the Company’s common stock at an aggregate cost of $4,789, or an average purchase price of approximately $0.28 per share. The shares were acquired through the Company’s E*TRADE brokerage account pursuant to the Company’s share repurchase initiative.

Shares acquired under the share repurchase program are intended to be held for treasury purposes pending retirement, cancellation or other disposition as determined appropriate by management and approved by the Board where required. As of June 30, 2026, the shares acquired under the program had not been retired or cancelled and remained held by Treasury LLC. Accordingly, the aggregate cost of $4,789 is presented as treasury stock, a reduction of stockholders’ equity, on the accompanying condensed consolidated balance sheet.

NOTE 12 – 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 six months ended June 30, 2026:

During the six months ended June 30, 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.

Stock-based compensation expense recognized was $5,370 and $3,145 for the three months ended June 30, 2026 and 2025, respectively. Stock-based compensation expense recognized during the six months ended June 30, 2026 and 2025 was $8,140 and $6,290, respectively.

As of June 30, 2026, the Company had $8,820 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 13 – 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 June 30, 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 Notes 6 and 8.

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 June 30, 2026.

NOTE 14 – 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.

Subsequent to June 30, 2026, the Company, through Farmhouse Treasury LLC, purchased an additional 7,150 shares of the Company’s common stock at an aggregate cost of $1,445. The shares were acquired pursuant to the Company’s share repurchase initiative and are being held as treasury stock pending retirement, cancellation, or other disposition as determined appropriate by management and approved by the Board of Directors.