IPST

ipst-20260227

FALSE000178823000017882302026-02-272026-02-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 27, 2026

IP STRATEGY HOLDINGS, INC.

(Exact name of registrant as specified in charter)

Delaware001-4241183-4558219

(State or other Jurisdiction of Incorporation or Organization)(Commission File Number)(IRS Employer Identification No.)

9668 Bujacich Road

Gig Harbor, Washington 98332

(Address of Principal Executive Offices)(zip code)

(253) 509-0008

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered

Common Stock, par value $0.0001 per shareIPSTThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02. Results of Operations and Financial Condition.

On February 27, 2026, IP Strategy Holdings, Inc. (the “Company”) announced preliminary estimated revenue and related key financial performance metrics for the three months and full year ended December 31, 2025 and cash and $IP Tokens balances as of December 31, 2025. Based upon preliminary estimated financial results, the Company expects key preliminary unaudited results for the three-month and full-year periods ended December 31, 2025 as detailed below.

Preliminary Results

All amounts reported below are preliminary and subject to change as a result of the year-end audit process and reflect continuing operations, restructuring expenses and changes in the fair value of the $IP Tokens the Company holds in its treasury. The Company’s audited review for the year ended December 31, 2025 is not yet complete and, as a result, its actual results may vary from the estimated preliminary results presented herein.

The Company’s unaudited net revenues for the fourth quarter of 2025 is expected to range from approximately $4.6 million to approximately $4.8 million compared with approximately $3.0 million in the third quarter of 2025. The unaudited net revenues for the full year ended December 31, 2025 is expected to range from approximately $9.8 million to approximately $10.3 million compared with 2024 net revenues from operations of approximately $8.4 million.

The fourth quarter 2025 net loss before income taxes is expected to range from approximately $380.0 million to approximately $384.0 million, compared to net income before income taxes of approximately $245.7 million in the third quarter of 2025. The difference in gain versus loss between the quarters was tied primarily to the market price of the $IP Token as of December 31, 2025 compared to such market price as of September 30, 2025 and the requirement to mark-to-market the value of the Company’s $IP Tokens based on market prices as of the last day of each fiscal quarter.

For the year ended December 31, 2025, net loss before income taxes is expected to range from approximately $146.5 million to approximately $148.5 million compared to net income before income taxes of approximately $0.7 million for the year ended December 31, 2024. Approximately $126.5 million to approximately $129.5 million of that 2025 loss is expected to be attributed to the change in the fair market value of the $IP Tokens held by the Company based on the market price of the $IP Token as of December 31, 2025, compared to such market price upon acquisition in August 2025, which is a function of mark-to-market reporting required under GAAP. Approximately $3.2 million to approximately $3.6 million of that loss is expected to be attributed to write down expenses associated with closing the Company’s retail tasting rooms on December 31, 2025, and the associated employee severance expenses, equipment write downs and expenses associated with balance sheet adjustments tied to the related real es