M&A - FARMHOUSE, INC. /NV

Form Type: 10-Q

Filing Date: 2025-04-25

Corporate Action: Acquisition

Type: Update

Accession Number: 000109690625000588

Filing Summary: FARMHOUSE, INC. filed its quarterly report (Form 10-Q) for the period ended September 30, 2024. The report outlines significant developments in the company's financial state and operations, including their recent strategy shift toward acquisitions and leverage of its public structure. Notably, the document describes a Share Exchange Agreement (SEA) entered into with Thrown, LLC, allowing FARMHOUSE to acquire membership interests in exchange for newly issued shares of common stock, which represents approximately 25% of the company's total shares post-transaction. This transaction is intended to qualify as a tax-free exchange under Section 368(a) of the Internal Revenue Code. While the SEA negotiations are ongoing, they remain subject to customary closing conditions, and there's no assurance of finalization. As of April 25, 2025, closing of the SEA has not occurred. The report highlights financial difficulties, detailing a substantial net loss and stockholders' deficit, raising concerns about the company's ability to continue as a going concern. The company also addressed its business strategy, which has evolved from NFT licensing to seeking other acquisition opportunities to enhance shareholder value. The financial statements reflecting this are not audited and indicate various financial metrics including total assets, liabilities, and ongoing operating losses.