Annual Report for Fiscal Year Ending 12-31, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATION

CRITICAL ACCOUNTING POLICIES

While the Company continues to evaluate business opportunities, its sole source of revenue is from the sale of marketable and non-marketable securities. Management has classified these securities as available for sale in accordance with ASC Topic 320, "Investments - Debt and Equity Securities." These securities are recorded at fair value, and any unrealized gains and losses are reported as other comprehensive income. For securities for which there is an other-than-temporary impairment, an impairment loss is recognized as a realized loss.

Ironstone Property's primary expenses are generated from maintaining regulatory reporting compliance, such as quarterly review and annual audit of the financial statements, seeking legal counsel when appropriate, and consulting fees.

Fair Value Measurements

The accounting principles general accepted in the United States of America ("GAAP") defines fair value, establishes a framework that the Company uses to measure fair value and provides for certain disclosures about the fair value measurements included in the Company's financial statements. Refer to Note 2 in the Notes to Financial Statements for these disclosures. Fair value is defined by GAAP as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between willing market participants on the measurement date.

In determining fair value, the Company uses various valuation approaches. GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company's management. Unobservable inputs are inputs that reflect management's assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the observability of inputs as follows:

Level 1-Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

Level 2-Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3-Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The availability of observable inputs can vary from product to product and is affected by a wide variety of factors, including, for example, the type of product, whether the product is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the management in determining fair value is greatest for instruments categorized in Level 3.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company's own assumptions are set to reflect those that the Company believes market participants would use in pricing the asset or liability at the measurement date.

RESULTS OF OPERATIONS

Years ended December 31, 2025 and December 31, 2024

Operating expenses for 2025 totaled $89,275, a decrease of $123,061 or 58% as compared to 2024. The decrease was primarily due to a decrease in compensation from stock options from $145,248 in 2024 to $66,183 in 2025, a decrease of $79,065. In addition, there was a decrease of $36,824 in professional fees, state and local taxes and general and administrative fees.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating activities was $194,120 and $600,155 for the years ended December 31, 2025 and 2024, respectively. The decrease in fiscal year 2025 is attributed to a mark to market private loss recognized during 2024 as well as higher stock compensation expense in that year relative to 2025. Net cash used in investing activities was $0 and $279,382 for the years ended December 31, 2025 and 2024, respectively. The decrease is due to no market to market adjustments in 2025. Net cash provided by financing activities was $283,592 and $346,947 for the years ended December 31, 2025 and 2024, respectively, representing non-cash charges for accrued interest and the vesting of options.

The Company has a line of credit arrangement with First Republic Bank with a borrowing limit of $350,000 with interest based upon the lender's prime rate plus 4.5%. Interest is payable monthly at 7.75%. The line is guaranteed by William R. Hambrecht, Chief Executive Officer and Director. The line of credit is due on demand and is secured by all of the Company's business assets. At December 31, 2024, the outstanding balance under the line was $348,843.

On November 30, 2022 the Company renewed its note for five years, replacing the note issued April 1, 2012. The renewed terms are 7% interest rate, maturing November 30, 2027. The gross amounts payable under the agreement as of December 31, 2022 and December 31, 2021 was $2,603,214 and $2,329,510 respectively. As part of the note renewal, a warrant was issued to the lender to purchase 319,021 common shares at $2.04 per share. The warrant has a five-year term, expiring November 30, 2027.

On May 27, 2022, William Hambrecht, CEO converted a total of $824,269 of debt and accrued interest for 404,054 shares of Ironstone Properties, Inc. common stock at a price of $2.04 per share.

The Company may obtain additional equity or working capital through additional bank borrowings and public or private sales of equity securities and exercises of outstanding stock options. The Company may also borrow additional funds from Mr. William R. Hambrecht. There can be no assurance, however, that such additional financing will be available on terms favorable to the Company, or at all.

The primary capital resource of the Company relates to the March 30, 2012 purchase of 468,121 shares of non- marketable investment TangoMe, Inc. The investment in TangoMe, Inc. shares is valued at $3,061,838 and $3,061,838 for the years ended December 31, 2025 and 2024, respectively. For the year ended December 31, 2024, the Company recorded an unrealized loss of $1,241,118 on the investment. Given that the investment in TangoMe, Inc. does not have a readily determinable fair value, the Company exerts significant judgment in estimating the fair value using various pricing models and the information available to the Company that it deems most relevant. The investment fair value was based in 2022 on using a Best-fit valuation for TangoMe Inc. as determined by the MESE big data analysis system and SPAC inquiries for TangoMe, Inc. In 2023, the Company used a third-party valuation from Virtua, Inc. as its primary determinant of fair value. These are the primary significant unobservable inputs used in the fair value measurement of the Company's investment.

On January 3, 2024, the Company completed the sale of 15,448 shares of TangoMe common stock at $2.89 per share, in a Tender Offer made by TangoMe as part of a management reorganization. The proceeds of $44,721 were reflected as a realized gain of $11,663 and a return of capital of $33,058. On May 3, 2024, the Company received a dividend of $75,687 from TangoMe. On November 14, 2025, the Company received an additional dividend of $116,500 from TangoMe.

The Company purchased 11,233 common shares of the private company Buoy Health, Inc. on March 17, 2021 at $15.92 per share. In July, 2023, Buoy Health, Inc. sold additional shares at $15.85 per share. At that price, the total value of the Company's investment was $178,043 as of December 31, 2023, resulting in a mark-up gain of $17,101 for the twelve months ended December 31, 2023. In 2024, Buoy management executed a buyout of a significant strategic partner, purchasing those shares at $0.05 per share. The Company marked their shares down to that price, resulting in a mark-down loss of $177,481 for the twelve months ended December 31, 2024.

In 2022, the Company purchased 10,074 preferred shares of the privately held company Aristotle at $19.85 per share from Bill Hambrecht and William Mayer totaling $200,000. Given no material activity or transactions during 2025, there was no change in the valuation of the investment during the year.