IP Strategy Holdings (NASDAQ: CASK) reports token-related write-down, late 10-K

Rhea-AI Filing Summary

IP Strategy Holdings, Inc. filed a Form 12b-25 notifying the SEC that its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 will be late and that it expects to file within 15 days of the original due date.

The company provided preliminary, unaudited results: it expects net revenues of approximately $9.6 to $10.6 million for 2025 (versus $8.4 million in 2024) and anticipates a net loss (after tax) of about $134.7 to $141.7 million for 2025, versus net income of about $0.7 million in 2024. Management attributes a large portion of the anticipated loss to an estimated $115.2 to $122.2 million decrease in the fair value of its intangible digital assets tied to the $IP token closing price as of December 31, 2025. The revenue increase is principally from approximately $4 to $6 million of new revenue from a $IP token validator service launched on September 18, 2025. The figures are preliminary, unaudited, and subject to completion of closing procedures and audit.

Positive

• Revenue growth of approximately $1.2–$2.2M (about 14–26%) year-over-year, driven by $4–$6M in new revenue from the $IP token validator service launched on September 18, 2025.

Negative

• Large preliminary net loss of $134.7–$141.7M, primarily due to an estimated $115.2–$122.2M decrease in fair value of intangible digital assets tied to the $IP token closing price as of December 31, 2025.

Insights

Corporate Finance Analyst

Preliminary results show modest revenue growth but a large, valuation-driven net loss.

The company reports $9.6–$10.6M in preliminary 2025 net revenue versus $8.4M in 2024, with $4–$6M linked to a $IP token validator service launched on September 18, 2025. Revenue growth of 14–26% is notable but small relative to the scale of the reported loss.

The anticipated $134.7–$141.7M net loss is primarily driven by a $115.2–$122.2M decrease in fair value of intangible digital assets tied to the $IP token closing price as of December 31, 2025. The result is valuation‑sensitive and depends on final audit adjustments; subsequent filings will confirm the audited impact.

Accounting & Valuation Specialist

Fair-value write-down dominates the income statement; auditing and valuation disclosures will be key.

The filing cites a large fair-value decrease in intangible digital assets based on the $IP token closing price, producing most of the preliminary loss. Valuation methodology, observable market inputs, and auditor review will determine whether the write-down is sustained.

Watch for the audited footnotes on valuation methods, impairment testing, and any related-party or token‑market disclosures; these items will clarify whether the loss is one-time mark-to-market or indicates broader asset impairment.

Key Figures

Net revenues (2025): $9.6–$10.6M Net revenues (2024): $8.4M Net loss (after tax, 2025): $134.7–$141.7M +3 more

6 metrics

Net revenues (2025) $9.6–$10.6M Preliminary for year ended December 31, 2025

Net revenues (2024) $8.4M Year ended December 31, 2024

Net loss (after tax, 2025) $134.7–$141.7M Preliminary for year ended December 31, 2025

Net income (2024) $0.7M Year ended December 31, 2024

Estimated fair-value decrease $115.2–$122.2M Decrease in intangible digital assets based on $IP token closing price as of December 31, 2025

New revenue from token service $4–$6M Revenue tied to $IP token validator service launched September 18, 2025

Key Terms

intangible digital assets, $IP token, fair value decrease

3 terms

intangible digital assets financial

"decrease in fair value of the Registrant’s intangible digital assets"

$IP token market

"based on the $IP token’s closing price as of December 31, 2025"

fair value decrease accounting

"a $115.2 to $122.2 million decrease in fair value"

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

			(Check One):						☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
									For Period Ended: December 31, 2025
									☐ Transition Report on Form 10-K
									☐ Transition Report on Form 20-F
									☐ Transition Report on Form 11-K
									☐ Transition Report on Form 10-Q
									☐ Transition Report on Form N-SAR
									For the Transition Period Ended: ____________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not applicable.

PART I — REGISTRANT INFORMATION

IP Strategy Holdings, Inc.

Full Name of Registrant

N/A

Former Name if Applicable

9668 Bujacich Road

Address of Principal Executive Office (Street and Number)

Gig Harbor, Washington 98332

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

			(a)			The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒			(b)			The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
			(c)			The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

IP Strategy Holdings, Inc. (the “Registrant”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”). The compilation, dissemination, and review of the information required to be presented in the Form 10-K for the relevant period, including, without limitation, the financial statements to be included therein, has imposed time constraints that have rendered timely filing of the Form 10-K impracticable without undue hardship and expense to the Registrant. The Registrant undertakes the responsibility to file, and anticipates that it will file, the Form 10-K no later than 15 days after its original prescribed due date.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Justin Stiefel, Chief Executive Officer

(253)

509-0008

(Name)

(Area Code)

(Telephone Number)

(2)			Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).
			☒ Yes ☐ No

(3)			Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
			☒ Yes ☐ No
The Registrant expects to report net revenues of approximately $9.6 to $10.6 million for the year ended December 31, 2025, compared to $8.4 million for the year ended December 31, 2024, an increase of approximately $1.2 to $2.2 million, or 14% to 26%, year over year. The increase in net revenues is primarily attributable to approximately $4 to $6 million in new revenue for the year tied to the Registrant’s $IP token validator service that was launched on September 18, 2025.

2

The Registrant expects to report net loss (after tax) of approximately $134.7 to $141.7 million for the year ended December 31, 2025, compared to net income of approximately $0.7 million for the year ended December 31, 2024. A portion of the anticipated net loss is expected to be attributable to a $115.2 to $122.2 million decrease in fair value of the Registrant’s intangible digital assets based on the $IP token’s closing price as of December 31, 2025.

The foregoing financial information is preliminary, unaudited, and subject to the completion of the Registrant’s financial closing procedures and audit.

3

IP Strategy Holdings, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 1, 2026			By:			/s/ Justin Stiefel
						Justin Stiefel
						Chief Executive Officer

4

FAQ

Why did IP Strategy Holdings (CASK) file a Form 12b-25?

The company filed to notify the SEC that its Form 10-K for the year ended December 31, 2025 will be late and that it expects to file within 15 days of the original due date. The delay reflects time needed to compile and audit financial information.

What preliminary 2025 revenue did IP Strategy Holdings report?

Preliminary net revenues for 2025 are expected to be approximately $9.6 to $10.6 million, compared with $8.4 million in 2024, an increase of about 14–26% year-over-year.

Why does IP Strategy expect a large net loss for 2025?

The anticipated net loss of $134.7 to $141.7 million is largely attributable to an estimated $115.2 to $122.2 million decrease in fair value of its intangible digital assets based on the $IP token closing price as of December 31, 2025.

What product contributed to revenue growth in 2025?

Approximately $4 to $6 million of new 2025 revenue is tied to the company's $IP token validator service, which the company launched on September 18, 2025.

Are the provided financial figures final?

No. The figures are described as preliminary and unaudited and are subject to completion of the company's financial closing procedures and audit before final figures are released in the Form 10-K.