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Note 8 - Financing Activities
3 Months Ended
Mar. 31, 2026
Notes to Financial Statements  
Other Liabilities Disclosure [Text Block]

NOTE 8. FINANCING ACTIVITIES

 

2026 ATM

 

On January 20, 2026, the Company entered into an ATM Sales Agreement (the “Sales Agreement”) with Virtu Americas LLC (“Virtu”), pursuant to which the Company may offer and sell shares of its common stock, having an aggregate offering price of up to $100.0 million from time to time through or to Virtu as its sales agent or principal (the “ATM Program”). Under the Sales Agreement, the Company has agreed to pay Virtu a commission of up to 2% of the gross proceeds of any shares sold through the ATM Program.

 

During the three months ended March 31, 2026, the Company sold 1,434,919 shares of common stock under the ATM Program for aggregate gross proceeds of $13.7 million and net proceeds of approximately $13.4 million, after deducting sales agent commissions and other offering costs of approximately $0.3 million. As of March 31, 2026, approximately $86.3 million of common stock remained available for issuance under the ATM Program.

 

January 2026 Private Placement

 

On January 16, 2026, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) underlying the January 2026 Private Placement with each of R01 Fund LP (“R01”), Framework Ventures IV L.P., (“Framework”) Tether Investments, S.A. de C.V. (“Tether”) and Sky Frontier Foundation (“SFF” and, together with R01, Framework and Tether, the “Purchasers”). Pursuant to the January 2026 Private Placement, the Company issued and sold pre-funded warrants (the “January 2026 Pre-Funded Warrants”) to purchase an aggregate of 167,539,227 shares of common stock for aggregate gross proceeds of approximately $134.0 million, consisting of approximately $25.0 million in cash, 35.0 million USDT and 16.0 million USDS stablecoins (with an aggregate value of approximately $51.0 million at the time of the placement), and 943,599,689 SKY tokens (with an aggregate value of approximately $58.0 million at the time of the placement). The value of the stablecoins and SKY tokens was determined based on their respective fair values as of the closing date of the placement.

 

The purchase price of each January 2026 Pre-Funded Warrant was $0.80, and the January 2026 Pre-Funded Warrants are exercisable at an exercise price of $0.05 per underlying share of common stock. The January 2026 Pre-Funded Warrants become exercisable on a tiered basis, with 20% becoming exercisable six months after execution of the January 2026 Private Placement, 30% becoming exercisable nine months after execution, and the remaining 50% becoming exercisable twelve months after execution. The January 2026 Pre-Funded Warrants are also subject to a beneficial ownership limitation that restricts a holder from exercising the warrants to the extent such exercise would result in the holder, together with its affiliates and certain attribution parties, beneficially owning in excess of 4.99% (or, at the election of the holder prior to issuance, 9.99%) of the Company's outstanding common stock. The January 2026 Pre-Funded Warrants contain anti-dilution adjustment provisions that adjust the number of shares issuable upon exercise of the warrants upon the occurrence of specified dilutive issuances of securities by the Company at a price per share less than the purchase price of the January 2026 Pre-Funded Warrants.

 

October 2025 Pre-Funded Warrants

 

On October 16, 2025, the Company issued and sold pre-funded warrants (the “October 2025 Pre-Funded Warrants”) to R01 and Framework in two transactions for aggregate net proceeds of approximately $5.9 million. The purchase price was $5.50 per October 2025 Pre-Funded Warrant, representing 110% of the closing price of the common stock on the day before the issuance, less the $0.05 exercise price for each such October 2025 Pre-Funded Warrant. At the time of issuance, the October 2025 Pre-Funded Warrants represented the right to purchase an aggregate of 1,081,082 shares of common stock at an exercise price of $0.05 per share. The October 2025 Pre-Funded Warrants are subject to a beneficial ownership limitation that restricts a holder from exercising the warrants to the extent such exercise would result in the holder, together with its affiliates and certain attribution parties, beneficially owning in excess of 9.9% of the Company's outstanding common stock.

 

The October 2025 Pre-Funded Warrants contain anti-dilution adjustment provisions that adjust the exercise price and the number of shares issuable upon exercise of the warrants upon the occurrence of specified dilutive issuances of securities by the Company. In October 2025, the conversion of the Company's outstanding Series D Preferred Stock and Series E Preferred Stock into common stock triggered the anti-dilution adjustment provisions. As a result, (i) the exercise price of the October 2025 Pre-Funded Warrants was reduced to $0.002385 per share, and (ii) the number of shares issuable upon exercise of the October 2025 Pre-Funded Warrants increased to 22,664,040 shares.