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Subsequent Events | 6 Months Ended
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Jun. 30, 2025
Subsequent Events [Abstract] |
Subsequent Events | Note 12 – Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the consolidated financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements other than disclosed. ATM Financing During the period from July 1, 2025 to August 12, 2025, the Company sold a total of 24,522,525 shares of Common Stock under the ATM Agreement for aggregate total gross proceeds of approximately $135,217,000 at an average selling price of $5.51 per share, resulting in net proceeds of approximately $131,082,000 after deducting commissions and other transaction costs. DeFi Borrowing During the period from July 1, 2025 to August 12, 2025 the Company borrowed an additional $47,500,000 in USDT through Aave, a decentralized finance protocol, using Ethereum (ETH) as collateral. As of August 12, 2025, the Company had approximately $51,702,000 in outstanding borrowings, inclusive of accrued interest, collateralized by approximately 38,400 ETH with a fair market value of approximately $176,062,000, based on the ETH closing price of $4,584 on that date. Borrowings accrue interest at variable rates determined by Aave’s on-chain smart contracts, which adjust dynamically based on protocol liquidity and market demand. ETH collateral posted also accrues variable interest. These rates are published and updated in real-time at aave.com, and the net cost of capital may fluctuate based on protocol-level market conditions. Convertible Notes Payable On July 21, 2025, the Company entered into a Securities Purchase Agreement (the “SPA”) with two accredited investors (collectively the “Investors”), pursuant to which the Company will issue to the Investors 5% Original Issue Discount Senior Secured Convertible Notes (the “Notes”) in an aggregate principal amount of $10,050,000, for a purchase price of $9,547,500. In connection with the issuance of the Notes, the Company also agreed to issue 879,375 five-year warrants (“Warrants”) to the investors, exercisable at $8.00 per share (collectively, the “Offering”). The Notes: (i) are convertible into shares of the Company’s Common Stock at a conversion price of $13.00 per share, (ii) mature 24 months from the closing date, (iii) accrue an interest rate of 6% per annum, which may be paid on a quarterly basis in cash or freely tradable shares, (iv) contain a 4.99% beneficial ownership conversion limitation, and (v) are secured by all of the Company’s assets as collateral, except for Ethereum deposited as collateral for USDT borrowings on Aave and certain other exclusions. A trust of which Mr. Charles Allen, the Company’s Chairman of the Board and Chief Executive Officer, is a beneficiary but is not the settlor or trustee invested $47,500 in the Offering. As part of the July 21, 2025 Senior Secured Convertible Note financing terms, the Company agreed that, while the notes remain outstanding, it will not amend the Series V Preferred Shares to allow for conversion into Common Stock for a period of 18 months. Option and Warrant Exercises Subsequent to June 30, 2025, the Company issued an aggregate of 1,561,687 shares of Common Stock in connection with the cashless exercise of outstanding stock options and warrants. On July 9, 2025, holders exercised 1,100,000 stock options on a cashless basis, surrendering 353,637 options to cover the exercise price and receiving 746,363 net shares. On July 8, 2025, holders exercised 913,150 warrants on a cashless basis, surrendering 406,337 warrants and receiving 506,813 net shares. On July 18, 2025, holders exercised 456,575 warrants on a cashless basis, surrendering 148,064 warrants and receiving 308,511 net shares. No cash proceeds were received in connection with these exercises. Vesting of Certain Long-Term Incentives On August 7, 2025, the Company determined that the market capitalization vesting condition for certain previously granted Long-Term Incentive (“LTI”) awards had been satisfied. Under the applicable award agreements, vesting required the Company to maintain a market capitalization in excess of $100 million for 30 consecutive days. As a result, 318,055 shares of Common Stock and 318,055 shares of Series V Preferred Stock, originally issued on January 13, 2025, upon conversion of vested RSUs into restricted equity, became fully vested in accordance with their terms. These shares, previously classified as restricted Common Stock and restricted Series V Preferred Stock, were reclassified to outstanding Common Stock and Series V Preferred Stock, respectively. Grant of Stock Options for Achievement of Performance Milestone On August 7, 2025, upon the recommendation of the Compensation Committee, the Board of Directors of the Company determined that it had exceeded the highest level tier for the liquidity milestone under its 2025 Annual Performance Incentive Plan, which was previously disclosed in the Company’s Current Report on Form 8-K filed on January 2, 2025 (the “January 8-K”). Specifically, the Company maintained a cash and crypto balance in excess of $75 million for twenty consecutive days, thereby satisfying the highest tier (cutoff level being $75 million) of the liquidity milestone. As disclosed in the January 8-K, this liquidity milestone accounts for 25% of each executive officer’s target incentive compensation and is designed to reward financial strength and liquidity. In accordance with the plan and consistent with the Company’s pay-for-performance philosophy, the Board approved the payment of this performance-based award to all eligible employees in the form of non-qualified stock options under the Company’s equity incentive plan. The Company’s Chief Executive Officer and Chief Financial Officer were granted 169,232 and 81,613, respectively. These options: (i) have a term of seven years, (ii) have an exercise price equal to $4.20 per share, (iii) vest in full on December 31, 2026, and (iv) are subject to the terms and conditions set forth in the applicable award agreements.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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