FMHS · Farmhouse, Inc

Farmhouse, Inc. (OTC: FMHS) entered into a Securities Purchase Agreement with Axiom Holdings Group LLC on May 4, 2026, issuing a $2,222,222 senior unsecured convertible promissory note with a 10% original issue discount, yielding $2,000,000 in gross proceeds. The consideration includes $1,000,000 in cash and $1,000,000 in digital assets, reflecting the company's focus on building an anti-debasement treasury of Bitcoin and Gold. Net cash proceeds at closing were $884,000 after repaying a $100,000 advance and $16,000 in investor legal fees. The note bears 15% simple interest, matures in 10 months, and converts automatically upon the earliest of 180 days, an underwritten public offering, a qualified financing of at least $5 million, or the stock price reaching $1.00 for 20 consecutive days. The conversion price is set at 75% of the lowest VWAP over the prior 20 trading days, subject to a floor of $0.15 and a ceiling of $0.50 per share. The company must reserve 200% of the maximum shares issuable at the floor price. A Registration Rights Agreement requires filing a resale registration statement within 90 days. The transaction includes most-favored-nation provisions and restrictions on future variable rate financings. This financing provides immediate capital to accelerate the company's digital asset treasury strategy and support potential uplisting efforts, while the mandatory conversion feature aligns investor participation with equity outcomes. The issuance was made in reliance on Section 4(a)(2) and Rule 506(b) of Regulation D as an unregistered offering.