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BORROWINGS FOR SHARE REPURCHASES | 9 Months Ended
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Sep. 30, 2025
Borrowings For Share Repurchases |
BORROWINGS FOR SHARE REPURCHASES | NOTE 5 – BORROWINGS FOR SHARE REPURCHASES Credit Facility and Term Loan On August 15, 2025, the Company entered into a Master Repurchase Agreement and related commitment letter (together the “MRA”) with a third party pursuant to which the Company could borrow up to $25 million to fund repurchases by the Company of shares of its common stock under the Company’s share repurchase program, as discussed further in Note 11 below. Upon entry into the MRA the Company paid a commitment fee of $150,000 in connection with the MRA, which the Company has recorded as loan issuances costs and will amortize this amount, plus legal fees associated with the MRA, over the 90 day term of the borrowings. Upon the initial borrowing date, the Company was required to place a minimum of $15,625,000 of Bitcoin in a custody account with an affiliate of the third party, which was required to be retained through the term of the agreement. The interest for all borrowings under the MRA was 11.0% per annum, which was payable monthly. The repayment date could have been extended at the option of the Company by three 30-day periods for a fee of 0.20%, 0.50% and 0.60% for the first, second and third 30-day periods, respectively. The minimum initial borrowing under the MRA was $3 million and additional minimum borrowings were no less than $1 million. Under the MRA, the Company was required to provide the lender additional Bitcoin as collateral for each borrowing of 250% of the amount borrowed. If the value of Bitcoin held by the lender as collateral decreased below 200% of the aggregate borrowings outstanding, the Company was required to provide additional Bitcoin to increase the value back to 250% of the loans outstanding. If the value of Bitcoin increased to over 300% of the total aggregate outstanding borrowings, the lender was required to return Bitcoin or cash to the Company until the collateral equaled 250% of the aggregate outstanding borrowings. Upon repayment of the outstanding borrowings under the MRA, the third party lender was required to return all Bitcoin held as collateral. On September 18, 2025, the Company and the third party lender amended the MRA and increased the available borrowings by an additional $10 million which also required the Company to increase the amount of Bitcoin in the custody account to a total of $21,875,000. All other provisions of the MRA remained the same. The Company borrowed the full $35 million available under the MRA, as amended, as of September 22, 2025, and used the proceeds to repurchase its common stock, including any brokerage commissions under the Company’s share repurchase program, as discussed further in Note 11 below. On September 26, 2025, the Company and the third party lender under the MRA entered into a new Master Repurchase Agreement and related transaction confirmation (together the “Repo Facility”) with a maturity date of August 31, 2026 and providing for $50 million in cash advances to the Company in exchange for purchased securities in the form of Bitcoin. Upon entry into the Repo Facility, the Company paid a commitment fee of $125,000, which was recorded as loan issuance costs which, with legal fees incurred for the Repo Facility, will be amortized through August 31, 2026, the due date for any outstanding borrowings. The interest rate for borrowings under the Repo Facility is 8.5% per annum. The first $35 million borrowed under the Repo Facility was required to be, and was, used to repay all outstanding borrowings under the MRA and there was no early prepayment penalty. In addition, borrowings under the Repo Facility were used to pay accrued interest for borrowings outstanding under the MRA of $165,917, and the $125,000 commitment fee. The remaining proceeds of $14.7 million were deposited into one of the Company’s bank accounts and the Company has used the proceeds to repurchase its common stock, including commissions due to the placement agent, under the Company’s share repurchase program, as discussed further in Note 11 below. The Repo Facility has an early prepayment fee of 2% if repaid within six months of the agreement date and 1% if paid after six months but before August 31, 2026. The Company recognized a loss on the repayment of the MRA totaling $125,377 for the unamortized issuance costs, which includes the commitment fee and legal fees, as of the repayment date. Uncommitted Revolving Credit Agreement On September 7, 2025, the Company entered into an uncommitted revolving credit agreement with a different third party pursuant to which the Company may borrow either in U.S. dollars or digital currency in an aggregate notional amount not to exceed $75 million (the “Revolving Credit Facility”). The interest rate for any borrowings under the Revolving Credit Facility will be determined at the time of borrowing. Borrowings under the Revolving Credit Facility can be open loans or term loans as determined at the time of borrowing. Open loans are callable by the lender between 9:00 am and 5:00 pm New York time on any business day in any amount, and the Company will have two days from the call date to repay the amount being called. Open loans can also be prepaid by the Company provided the Company provides notice to the lender between 9:00 am and 5:00 pm New York time on any business day. Term loans will have a maturity date at the inception of a term loan and are not callable by the lender. The Company may prepay a term loan subject to an early prepayment fee equal to 30% of the interest that would have been received by the lender over the term of the loan. In connection with any borrowings under the Revolving Credit Facility, the Company must place Bitcoin totaling 180% of the aggregate borrowings under the Revolving Credit Facility into a custody account controlled by the lender. If the value of Bitcoin held by this lender as collateral decreases below 170% of the aggregate borrowings outstanding, the Company will be required to provide additional Bitcoin to increase the value to 180% of the loans outstanding. If the value of Bitcoin increases to over 190% of the total aggregate outstanding borrowings, the lender will be required to return Bitcoin or cash to the Company until the collateral equals 180% of the aggregate outstanding borrowings. In addition, collateral must be returned by the lender upon payment of an outstanding loan. No borrowings were made by the Company on the Revolving Credit Facility and the Company terminated this agreement on October 29, 2025. See Note 15 for discussion of an additional loan agreement entered into on October 12, 2025.

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