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Note 15 - Subsequent Events
9 Months Ended
Sep. 30, 2025
Notes to Financial Statements  
Subsequent Events [Text Block]

NOTE 15 SUBSEQUENT EVENTS

 

September 2025 Private Placements and Related Agreements

 

As described in Note 10 Derivative Liability for Cryptocurrency Private Placement, the Company entered the Crypto SPA on September 29, 2025, pursuant to which it agreed to sell and issue to certain accredited investors the Crypto PIPE Warrants in the Crypto PIPE Offering. Also on September 29, 2025, the Company entered into a securities purchase agreement (the “Cash SPA,” and together with the Crypto SPA, the “September SPAs”), pursuant to which it agreed to sell and issue to certain accredited investors, in exchange for cash (the “Cash PIPE Offering,” and together with the Crypto PIPE Offering, the “PIPE Offerings”), the Company’s common stock and warrants (the “Cash PIPE Warrants”). The PIPE Offerings closed October 7, 2025 (the “Closing Date”).

 

Cash PIPE and Crypto PIPE

 

In the Cash PIPE Offering, the Company sold an aggregate of  4,366,703 shares of common stock(or pre-funded warrants at a nominal $0.01 exercise price per share to purchase shares of common stock, in lieu thereof) to certain accredited investors for $11.6265 per share. Aggregate Cash PIPE Offering proceeds were $50.8 million before issuance fees and expenses.

 

In the Crypto PIPE, the Company issued to certain accredited investors Crypto PIPE Warrants to purchase up to 14,903,393 shares of its common stock at a nominal $0.01 exercise price per share. As consideration for the Crypto PIPE Warrants, the Company received ATH from purchasers, including tokens with certain restrictions (see “Locked ATH” as defined below), with an aggregate notional value and discounted value of $292.7 million and $173.3 million, respectively. For further discussion of derivative liability related to the Crypto PIPE, see Note 10 Derivative Liability for Cryptocurrency Private Placement.

 

The Company intends to use the ATH received in-kind in the Crypto PIPE Offering to fund its Treasury Strategy, and to use net cash proceeds primarily to acquire ATH in the open market, as well as for working capital and general corporate purposes.

 

Side Letter

 

In connection with the PIPE Offerings, the Company entered into a side letter agreement (the “Side Letter”) with DCI, effective on the Closing Date. Under the Side Letter, DCI is responsible if digital assets contributed under the Crypto SPA that are subject to transfer restrictions (the “Locked ATH”) are not released from those restrictions as expected or cannot be used by the Company due to issues attributable to DCI. The Side Letter further provides, in addition to other rights afforded to the Company, that for each ATH token purchased by the Company on the open market, whether through a centralized exchange or a decentralized exchange operating on the Ethereum Network, DCI will grant to the Company an additional 20% of the number of ATH tokens so purchased.

 

Wainwright Engagement Agreement

 

In connection with the PIPE Offerings on, October 7, 2025, the Company issued five-year warrants (the “Placement Agent Warrants”) to Wainright, which was the exclusive placement agent for the transactions. The Placement Agent Warrants entitle Wainright or its designees to purchase up to 218,335 shares of the Company’s common stock (the “Placement Agent Warrant Shares”), which number of Placement Agent Warrant Shares is equal to 5% of the shares of common stock and Cash Pre-Funded Warrants issued in the Cash PIPE, at an exercise price of $11.6265 per share. The Company also paid to Wainright a cash fee of approximately $2.5 million, or 5% of gross cash proceeds of the PIPE Offerings.

 

Strategic Advisor Agreement and Asset Management Agreement

 

In connection with the Treasury Strategy, on October 7, 2025, the Company entered into a strategic advisor agreement (the “Strategic Advisor Agreement”) under which it engaged DNA as a strategic advisor to provide financial advisory services related to digital asset strategies and business development initiatives. As compensation for DNA’s services, the Company issued five-year warrants (the “Strategic Advisor Warrants”) to DNA to purchase up to 1,348,906 shares of its common stock at an exercise price of $11.6265 per share. The Company further engaged DNA under a 10-year asset management agreement (the “Asset Management Agreement”), pursuant to which DNA will act as the Company’s asset manager with respect to its digital assets. As compensation for its services under the Asset Management Agreement, DNA is entitled to a 1.00% per annum asset-based management fee, plus an incentive fee equal to 25% of profits earned on managed assets over 7%.