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SUBSEQUENT EVENTS | 6 Months Ended
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Jun. 30, 2025
SUBSEQUENT EVENTS |
SUBSEQUENT EVENTS | NOTE 19 – SUBSEQUENT EVENTS On July 1, 2025, the Company entered into a 12-month consulting agreement with a third party, for advisory, investor relations, corporate communications, and marketing services. As compensation, the Company agreed to issue 240,000 restricted shares of common stock, vesting at 20,000 shares per month, subject to clawback for unvested months if the agreement is terminated early. On July 9, 2025, the Company issued two convertible promissory notes (the “July 2025 Notes”) to two separate investors. One of the July 2025 Notes had a principal amount of $150,000 and the other had a principal amount of $75,000. The July 2025 Notes accrue interest at 10%. Beginning on the 180th day after the issuance date, the investors shall have the right to convert the July 2025 Notes into common stock at a conversion price equal to 75% of the lowest trading price of the Company’s common stock during the ten trading day period ending on the latest trading day prior to the conversion date. On July 24, 2025, the Company entered into a six-month agreement with a third party, to provide marketing and distribution services aimed at increasing company awareness and investor engagement through social media, online communities, and influencer content. As consideration, the Company agreed to issue $100,000 worth of common stock on the effective date. On August 5, 2025, the Company entered into a Securities Purchase Agreement with an institutional investor to issue up to $300 million of 9% original issue discount senior secured convertible promissory notes. The initial note of $8 million closed on August 6, 2025, with further issuances of up to $292 million available in multiple closings subject to specified conditions. The proceeds are primarily intended to acquire digital assets as treasury holdings and to support working capital and general corporate purposes. The notes are secured by the digital assets purchased and other collateral, rank senior to all other Company indebtedness (other than permitted indebtedness), and are convertible into common stock under defined terms. Pursuant to its August 5, 2025 financing facility of up to $300 million with a U.S.-based institutional investor, the Company completed its initial $1 million purchase of Ethereum (“ETH”). More specifically, on August 8, 2025, the Company purchased 123.6 units of ETH at a price of $4,045 per unit, for an aggregate notional amount of $500,000 and on August 11, 2025 purchased 117.7 units of ETH at a price of $4,248 per unit, for an additional aggregate notional amount of $500,000.

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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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