10-K: Streamex Corp. Pivots to Digital Assets, Reports $462.8M Loss

Streamex Corp. (formerly BioSig Technologies, Inc.) completed a strategic pivot to tokenized asset finance in 2025, reporting a significant net loss driven by non-cash derivative liabilities, while strengthening its liquidity post-year-end.

Summary

• Streamex Corp. (formerly BioSig Technologies, Inc.) completed a strategic acquisition of Streamex Exchange Corporation on May 28, 2025, shifting its primary business focus to tokenized asset finance and real-world asset (RWA) digitization.
• The company's legacy biomedical technology business, including the PURE EP platform and subsidiaries ViralClear Pharmaceuticals, Inc. and BioSig AI Sciences, Inc., is being evaluated for strategic alternatives, with ViralClear currently dormant and BioSig AI's operations on hold.
• For the fiscal year ended December 31, 2025, Streamex Corp. reported a net loss attributable to common stockholders of $462.8 million, significantly wider than the $10.5 million loss in 2024.
• This increased net loss was primarily driven by a non-cash loss of $389.7 million from the change in fair value of a derivative liability associated with Exchangeable Shares, and a $57.1 million increase in non-cash stock-based compensation expenses.
• Revenue for 2025 was $0, down from $40,000 in 2024, reflecting the shift away from the legacy medical device commercial activities.
• Research and development expenses decreased by 96% to $31,000 in 2025, as resources were reallocated to strategic transaction and integration activities.
• General and administrative expenses surged by 481% to $67.5 million in 2025, largely due to the aforementioned stock-based compensation and professional fees related to the Streamex Exchange acquisition.
• Post-year-end, in January and February 2026, the company significantly strengthened its liquidity by completing a public offering that generated $37.2 million in net proceeds, selling marketable securities for $10.1 million, and selling restricted gold assets for $26.4 million.
• The company also eliminated its outstanding secured debt by repaying $38.9 million in cash and converting $15.0 million of principal into 3,750,000 shares of common stock from its secured convertible debentures with Yorkville.
• The GLDY gold-backed digital token product was officially launched on February 25, 2026, and is actively accepting subscriptions from qualified investors.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral-to-slightly-positive development. While the reported net loss for 2025 is substantial due to non-cash accounting adjustments related to the strategic pivot, the company has taken decisive steps post-year-end to strengthen its liquidity and eliminate secured debt. The launch of the GLDY gold-backed token is a key milestone in its new direction. However, the digital asset market is highly competitive, rapidly evolving, and subject to significant regulatory uncertainty, indicating a balanced outlook.

Positives

• Successful strategic pivot to the high-growth digital asset and RWA tokenization market with the acquisition of Streamex Exchange.
• Launch of GLDY, a tokenized gold product, on February 25, 2026, actively accepting subscriptions from qualified investors.
• Significant strengthening of liquidity post-year-end through a $40.25 million gross public offering (net $37.2 million), $10.1 million from marketable securities sale, and $26.4 million from restricted gold asset sale.
• Elimination of $50.0 million in secured convertible debentures with Yorkville, reducing debt burden and releasing security interests.
• Shareholder approval obtained on November 4, 2025, removing the conversion cap on Exchangeable Shares, allowing full conversion into common stock.
• Robust intellectual property portfolio in biomedical technology, including 46 issued/allowed utility patents and 30 pending applications.
• Appointment of experienced executives and independent directors with backgrounds in blockchain, finance, and capital markets.

Negatives

• Reported a substantial net loss of $462.8 million for the fiscal year ended December 31, 2025, a significant increase from $10.5 million in 2024.
• The net loss was primarily driven by a non-cash loss of $389.7 million from the change in fair value of a derivative liability associated with Exchangeable Shares.
• Revenue for 2025 was $0, indicating a complete cessation of material commercial activity in the legacy biomedical business.
• General and administrative expenses increased by 481% to $67.5 million, largely due to non-cash stock-based compensation and acquisition-related professional fees.
• Identified material weaknesses in internal control over financial reporting, including issues with stock-based compensation, financial disclosure review, segregation of duties, and accounting for business combinations.
• Legacy biomedical subsidiaries (ViralClear and BioSig AI) are dormant or on hold, with business objectives being evaluated.
• Ongoing legal proceeding filed in November 2025 alleging breach of contract and civil conspiracy related to equity interests prior to the Streamex Exchange acquisition.

Risks

• The digital asset infrastructure and real-world asset tokenization business is new and unproven, with no assurance of successful commercialization or market adoption.
• The regulatory environment for digital assets and tokenized products is evolving and uncertain, potentially leading to costly compliance obligations, restricted operations, or delayed launches.
• Tokenized gold strategy exposes the company to risks related to gold custody frameworks, reserve verification, liquidity, and redemption functionality, including unallocated custody and absence of live proof-of-reserves or independent audit processes.
• Tokenholders do not benefit from FDIC or SIPC protections and may face delays, partial recovery, or total loss in the event of SPV insolvency or service provider failure.
• Yield on GLDY is paid as additional tokens (scrip dividends), limiting cash liquidity for investors.
• The SPV's gold may be commingled with gold from other lessors, potentially leading to less favorable terms or priority for GLDY holders in enforcement scenarios.
• The value of the gold-linked strategy and financial results could be adversely affected by volatility in gold prices.
• The company is subject to cybersecurity and data privacy risks, including those related to third-party vendors and cloud platforms, which could result in service disruptions, loss or theft of digital assets or data, and regulatory scrutiny.
• Expected to incur operating losses as a development stage company in its new primary business.
• Future cash needs may require public or private equity offerings or debt financings, potentially on unfavorable terms or leading to dilution.
• Failure to effectively manage business changes could strain management and operations.
• The strategic business plan may not produce intended growth in revenue and operating income.
• Limited sales, marketing, or distribution operations for the new business, requiring significant expansion.
• Dependence on third-party researchers (e.g., Mayo Clinic) for legacy medical device R&D, whose negative performance could hinder or delay development.
• Potential future litigation and claims, including product liability claims for medical devices.
• Material weaknesses in internal control over financial reporting could adversely affect timely and accurate financial reporting.
• Inadequate protection of intellectual property rights could allow competitors to leverage R&D efforts.
• Risk of infringing upon third-party intellectual property rights, leading to sales prevention, damages, and litigation.
• Failure to comply with license agreements (e.g., with Mayo Clinic) could result in loss of intellectual property rights.
• Market price for common stock may fluctuate significantly, leading to substantial investor losses, exacerbated by limited trading volume and penny stock classification.
• Failure to meet Nasdaq continued listing requirements could result in delisting.
• Significant stockholders and management collectively own a substantial portion of voting power, potentially limiting other stockholders' influence.
• Delaware law and company bylaws contain anti-takeover provisions.
• Series C Preferred Stock covenants could limit financing options and liquidity, and dividend rate may increase upon certain events.
• Series C Preferred Stock anti-dilution provisions may reduce conversion prices in future offerings.
• The terms of Series C Preferred Stock prohibit future common stock dividends.
• Geopolitical instability (e.g., Middle East conflict) could adversely affect gold markets, custody, cross-border settlement, and demand for tokenized commodity products.
• Business may be adversely affected by sanctions, export controls, and anti-money laundering laws, particularly due to links to physical gold and cross-border financial activity.
• Freely transferable nature of tokenized RWA may increase market volatility and limit recourse for tokenholders in disputes.
• Holders of GLDY bear the economic risk of gold price fluctuations and potential non-performance by gold leasing counterparties.
• Uncertainty in building and scaling a community of clients and end-users for blockchain-enabled financial services.
• Bullion custody infrastructure depends on third-party custodians and service providers, and any failure, interruption, or change in those arrangements could adversely affect its business.
• Reliance on LBMA-accredited custodian does not eliminate all risks (e.g., operational failures, asset loss).
• Gold may be held on an unallocated basis, and no current mechanism links tokens to individual bullion bars, introducing custody, transparency, and redemption risks.
• In the event of loss, theft, or damage to gold, recovery depends on custodian's insurance, which may be insufficient.
• Centralized control over token smart contracts (including upgrade authority) may result in operational or governance risks.
• No live proof-of-reserves dashboard or public confirmation of 1:1 gold backing for tokens at this time.
• Risk of issuing tokens in excess of gold held if smart contract or operational safeguards fail.
• Tokenized gold products are expected to be classified as securities, exposing the company to comprehensive and evolving regulatory obligations across multiple jurisdictions.
• No no-action relief or regulatory approvals in the United States or other jurisdictions outside Canada, potentially leading to enforcement risk.
• AML/KYC compliance infrastructure and enforcement mechanisms may be evolving or incomplete.
• Tokens are not currently listed on any exchange, and no market makers are engaged to provide liquidity or price stability.
• Absence of well-defined and enforceable transfer restrictions or lock-up terms increases risk that tokens may be transferred in violation of applicable securities laws.
• If the bullion custodian or Streamex ceases operations, tokenholders may suffer losses and may not recover full holdings.
• Risk of being deemed an investment company under the Investment Company Act of 1940.
• The market for legacy PURE EP technology and revenue generation avenues may be slow to develop or smaller than estimated.
• The EP market is highly competitive with larger, more resourced companies.
• Global economic uncertainty and financial market volatility could make financing more difficult.
• U.S. federal policy changes could adversely affect the business.

Future Outlook

The company expects to continue incurring operating losses and negative cash flows until its digital asset infrastructure and PURE EP Platform initiatives achieve sustained commercial success. Future revenue generation will depend on continued investor adoption of GLDY, completion of development milestones, regulatory considerations, market conditions, and the successful commercialization of the Streamex Exchange platform and related offerings. Management anticipates an increase in research and development activity in future periods as resources are reallocated to planned initiatives.

Management Comments

• "We believe we will have sufficient liquidity to meet our anticipated working capital requirements, capital expenditures, and other liquidity needs for at least the next twelve months from the issuance date of the consolidated financial statements."
• "Our capital strategy focuses on maintaining sufficient liquidity to support ongoing operations, product development, and strategic initiatives, while preserving balance sheet flexibility."
• "We have increased spending to accelerate development of the Streamex Exchange platform and related initiatives. These efforts are intended to support long-term growth but will increase near-term cash requirements."

Industry Context

StockSavvy.ai notes that Streamex Corp.'s pivot to tokenized real-world assets (RWA) aligns with a broader industry trend where financial institutions and technology providers are increasingly exploring blockchain-based systems for settlement, custody, and issuance of asset-backed products. The market is characterized by rapid technological change and increasing competition from established financial institutions and emerging fintech firms. The focus on gold-backed tokens like GLDY taps into gold's historical role as a store of value, but faces challenges in regulatory clarity, market adoption, and liquidity compared to traditional gold investment vehicles.

Comparison to Industry Standards

• Pax Gold (PAXG) issues gold-backed tokens, redeemable one-for-one for physical gold stored in LBMA vaults, with an $810 million market cap. Streamex's GLDY aims to provide similar gold exposure with yield features, but its market cap and liquidity are not yet comparable.
• Securitize, Inc., a regulated issuer of security tokens, has enabled over $4 billion in tokenized assets, including tokenized treasury and equity funds, using regulated infrastructure. Streamex is entering this space with its Streamex Exchange platform, aiming for institutional-grade issuance, trading, and custody, but is in an earlier stage of market penetration and asset volume.
• Tradeweb and other institutional platforms are integrating blockchain capabilities into conventional markets, indicating a broader industry shift that Streamex is attempting to capitalize on, but these established players have significantly greater resources and market access.
• Other RWA tokenization platforms like Tokeny, Polymesh, and Spydra span various asset classes (real estate, carbon credits, commodities), validating the market demand Streamex is targeting, but also highlighting the competitive landscape.

Management Changes

Corporate Governance

Legal Proceedings

• In November 2025, Richard Coglon filed a Notice of Civil Claim in the Supreme Court of British Columbia against the Company, Streamex Exchange, and certain officers/directors, alleging breach of contract, inducing breach of contract, unjust enrichment, and civil conspiracy related to alleged oral and implied agreements concerning equity interests in Streamex Exchange prior to its acquisition. The plaintiff seeks specific performance, equitable compensation, and damages. The Company disputes the claims and intends to defend vigorously, believing a loss is not probable and unable to estimate the possible loss or range of loss at this preliminary stage.

Related Party Transactions

• As of December 31, 2025, $66,000 was due to related parties, primarily for executive and board compensation, severance, and reimbursements.
• As of December 31, 2025, $11,000 was due from Henry McPhie, the Chief Executive Officer and Director.
• On March 1, 2024, 500,000 shares of common stock were issued to Frederick D Hrkac, a former director, for consulting services, valued at $353,000.
• On March 1, 2024, 500,000 shares of common stock were issued to Anthony Amato, former CEO and director, for services, valued at $353,000.
• On June 7, 2024, 50,000 shares of common stock were issued to Anthony Amato, former CEO and director, for services, valued at $93,000.
• On June 6, 2024, Streamex Exchange issued 83,333 shares to Morgan Lekstrom (now Interim Executive Chairman) and 83,333 shares to Karl Henry McPhie (now CEO), valued at $0.15 per share for an aggregate of $25.0 million.
• On November 26, 2024, Streamex Exchange issued 13,749,999 shares to Karl Henry McPhie and 13,749,999 shares to Morgan Lekstrom, valued at $0.0001 per share for $1.4 million each, and 1,950,000 shares to Sean Roosen, valued at $0.025 per share for $48.8 million.
• As part of the May 28, 2025 acquisition of Streamex Exchange, Karl Henry McPhie, Morgan Lekstrom, and Mitch Williams received 21,014,450, 20,707,421, and 937,382 Exchangeable Shares, respectively, on the same terms as other shareholders.
• On May 23, 2025, 2,198,345 shares of common stock were issued to Anthony Amato, former CEO and director, with an aggregate grant-date fair value of approximately $5.9 million, in connection with his resignation and separation, including accelerated vesting of equity awards.
• On May 29, 2025, Mitchell Williams, Chief Investment Officer, was granted 1,000,000 RSUs with a grant-date fair value of approximately $5.1 million, vesting over an 18-month period.
• On November 18, 2025, Ferdinand Groenewald, former CFO, was granted 100,000 fully vested shares of common stock and 400,000 restricted stock units.
• On January 8, 2026, the CEO (Henry McPhie) was granted 1,000,000 RSUs with a grant-date fair value of approximately $3.2 million.
• On January 8, 2026, the Interim Executive Chairman (Morgan Lekstrom) was granted 100,000 RSUs with a grant-date fair value of approximately $0.3 million.
• On March 15, 2026, Ferdinand Groenewald resigned as CFO and entered into separation arrangements, including $112,500 cash severance and pro rata incentive compensation. A six-month consulting agreement was also entered with Groenewald Enterprises LLC for $20,000 per month.
• On May 16, 2026, Christine Plummer, CFO, was granted 500,000 restricted stock units with a grant-date fair value of approximately $0.9 million.

Stakeholder Impact

• Shareholders: Significant dilution from past and future equity issuances (options, warrants, convertible debentures, exchangeable shares, RSU/RSA grants). Potential for increased value if the new digital asset business succeeds, but also high risk due to its unproven nature and regulatory uncertainty. Concentration of ownership by significant stockholders and management may limit influence of other shareholders.
• Employees: Equity compensation programs (options, RSUs, RSAs) are a key component of compensation, aligning interests with company growth. Strategic shift and potential growth in the digital asset sector could create new opportunities.
• Customers (GLDY investors): Offered exposure to gold and yield, but face risks related to gold price volatility, custody, lack of FDIC/SIPC protection, and potential for being unsecured creditors in insolvency. Liquidity may be limited due to lack of exchange listing and market makers.
• Legacy Medical Device Business Stakeholders: Uncertainty regarding the future of the PURE EP platform and subsidiaries (ViralClear, BioSig AI) as the company evaluates strategic alternatives.
• Creditors: Secured convertible debentures were repaid, reducing immediate credit risk, but future debt financing could introduce new obligations.

Next Steps

• Increase the number and volume of GLDY issued.
• Grow secondary marketplace token liquidity.
• Expand the platform to support additional asset classes such as industrial metals, energy royalties, and other RWAs.
• Partner with institutional market participants for underwriting, syndication, and capital markets integration.
• Scale internal treasury strategy, redeploying capital across multiple token issuance cycles per year to increase gold-linked asset holdings and maximize capital efficiency.
• Continue to invest in platform enhancements, compliance workflows, and third-party integrations for the Streamex Platform.
• Continue to evaluate strategic alternatives for legacy majority-owned subsidiaries ViralClear Pharmaceuticals, Inc. and BioSig AI Sciences, Inc.
• Remediate identified material weaknesses in internal control over financial reporting by enhancing staffing, strengthening supervisory review controls, and improving segregation of duties.
• Complete the preliminary purchase price allocation for the Streamex Exchange acquisition within 12 months of the acquisition date (May 28, 2025).

Key Dates

Recommendation

Streamex Corp. is undergoing a significant strategic transformation from a legacy biomedical technology company to a digital asset and real-world asset tokenization platform. While the reported 2025 financial results show a substantial net loss, largely due to non-cash accounting adjustments related to this pivot, the company has taken decisive steps post-year-end to strengthen its liquidity and eliminate secured debt. The launch of the GLDY gold-backed token is a key milestone in its new direction. However, the digital asset market is highly competitive, rapidly evolving, and subject to significant regulatory uncertainty. The company also faces operational risks related to its unproven business model, custody arrangements, and internal control weaknesses. Given the high-risk, high-reward nature of this strategic pivot and the early stage of its new business, a 'hold' recommendation is appropriate. Investors should monitor progress on market adoption of GLDY, regulatory clarity, and the remediation of internal control issues before considering further investment.

Keywords

Tokenized Assets, Real-World Assets, Gold-backed Tokens, GLDY, Blockchain, Fintech, Digital Finance, SEC Filing, 10-K, Streamex Corp, Biomedical Technology, Electrophysiology, PURE EP, Corporate Governance, Capital Raise, Risk Management, SEC Compliance, Nasdaq