IP Strategy Holdings Inc 2025年度报告

FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-42411 IP STRATEGY HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware83-4558219 (253) 509-0008Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and "emerging growth company" in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesNo As of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value ofthe registrant’s common equity held by non-affiliates of the registrant was $5,087,728 based upon the closing price of $8.14 per share of theregistrant’s common stock on The Nasdaq Capital Market on June 30, 2025. The number of shares of the registrant’s common stock outstanding as of March31, 2026 was 10,283,427. DOCUMENT DESCRIPTION 10-K PART Portions of the Registrant's proxy statement related to its 2026 Annual Meeting of Stockholders to be filedpursuant to Regulation 14A within 120 days after Registrant's fiscal year end of December 31, 2025 areincorporated by reference into Part III of this Report.III TABLE OF CONTENTS PART IItem 1. Business3Item 1A. Risk Factors16Item 1B. Unresolved Staff Comments64Item 1C. Cybersecurity64Item 2. Properties65Item 3. Legal Proceedings65Item 4. Mine Safety Disclosures65 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities66Item 6. [ Reserved ]66Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations67Item 7A. Quantitative and Qualitative Disclosures About Market Risk89Item 8. Financial Statements and Supplementary Data90Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure90Item 9A. Controls and Procedures90Item 9B. Other Information78Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections78 Item 10. Directors, Executive Officers and Corporate Governance79Item 11. Executive Compensation79Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters79Item 13. Certain Relationships and Related Transactions and Director Independence79Item 14. Principal Accountants Fees and Services79 Item 15. Exhibits, Financial Statement