Frequency Holdings, Inc Liquidation Value

Frequency Holdings, Inc. (FRQN) presents a deeply negative liquidation posture as of September 30, 2025. Total assets of $102,291 consist entirely of current assets: cash of $30,155, net accounts receivable of $38,050, and prepaid expenses of $34,086. Under liquidation haircuts (cash 100%, AR 90-95%, prepaids 0%), recoverable asset value is approximately $65,000-$70,000. Against this, total liabilities stand at $5.71M at face value, yielding an estimated liquidation deficit to equity of approximately negative $5.6M to $5.7M, consistent with the reported stockholders' deficit of negative $5.96M. MFFAIS-reported CLV/LLV/OLV of negative $4.6M reflects a comparable assessment.

The dominant restructuring event this period was the March 31, 2025 assignment and deconsolidation of ReachOut Technology Corp and its subsidiaries (IND, RedGear) to an unrelated third party for a nominal amount. This transaction extinguished approximately $2.7M in officer life insurance premiums payable, $1.89M and $0.53M in seller notes, $0.92M in financial institution loans (Fora, PIPE, Fox, Choice), and a $31.7K operating lease liability — all transferred with the subsidiary. The gross book gain on disposal was $11.23M, almost entirely non-cash, reflecting the removal of net liabilities. Post-deconsolidation, the parent entity retains no PP&E (down from $7.5K at December 31, 2024), no ROU asset (down from $31.7K), and no goodwill (fully impaired in 2024). Intangible assets are zero.

Remaining liabilities are: accounts payable and accrued liabilities of $557K; current derivative liabilities of $2.01M (zero liquidation value as an obligation); accrued interest payable current of $249K; other loans payable of $263K; due to related parties (CEO advances) of $210K; and a non-current preferred dividend accrual of $1.04M classified as long-term. Convertible notes outstanding total approximately $1.04M principal across Trillium and Frondeur tranches, all in default with forbearance waivers, carrying variable-rate conversion features at deep discounts to market. The Red Road Holdings note ($44.9K remaining) matures December 15, 2025. Post-period conversions by both Trillium ($57.7K principal) and Frondeur ($16.6K) further dilute common equity.

Common shares outstanding grew from 384M at December 31, 2024 to 1.107B at September 30, 2025, driven by debt-to-equity conversions at sub-penny prices. Authorized shares are 2.5B; antidilutive securities excluded from EPS computation total 16.1 billion shares, indicating the dilution overhang is approximately 15x current outstanding shares. The obligation to issue convertible preferred shares ($2.44M) and temporary equity ($357K) represent additional claims senior to common equity in liquidation. The new preferred stock (to be designated, $2.44M) ranks senior to all other preferred in liquidation per Note 16. Series C preferred carries a $392K accrued dividend; Series D carries $18.7K. Going concern doubt is explicitly flagged. Filing does not separately XBRL-tag the aggregate convertible notes payable balance or the related-party CEO advances as distinct balance sheet line items; these are disclosed in Notes 11-14 but the CEO advance of $210K is only tagged as ProceedsFromRepaymentsOfRelatedPartyDebt in the cash flow context.