Stock Based Compensation

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

Stock Based Compensation

Stock Based Compensation

Stock-based incentive awards are provided to employees and directors under the terms of the Company’s 2012 Equity Incentive Plan (the “2012 Plan”), which was amended and restated as of October 20, 2016, the 2014 Equity Incentive Plan (the “2014 Plan”), the 2021 Stock Incentive Plan (the “2021 Plan”), which was amended and restated effective as of October 29, 2021, May 27, 2022, and March 10, 2023, respectively, and the 2023 Stock Incentive Plan (the “2023 Plan”), which was amended and restated effective as of June 29, 2023, (collectively, the “Plans”). Awards under the Plans have generally included at-the-money options and restricted stock grants.

2023 Plan

The 2023 Plan was adopted by the Board on February 10, 2023 and approved by the stockholders on March 10, 2023.

On June 29, 2023, at the Annual Shareholder Meeting, the Amended and Restated 2023 Stock Incentive Plan was approved. The Amended and Restated 2023 Plan, among other things, increased the number of shares of our Common Stock reserved for issuance thereunder, on a quarterly basis, to 23.75% of the shares of our Common Stock outstanding on the measurement date. Subject to certain adjustments as provided herein, the maximum aggregate number of Common Shares that may be issued hereunder (excluding the number of Common Shares subject to Specified Awards (as hereinafter

defined)) (i) pursuant to the exercise of Options, (ii) as unrestricted Common Shares or Restricted Stock, and (iii) in settlement of RSUs shall be limited to, beginning with the third quarter of our fiscal year ending December 31, 2023 (or July 1, 2023), 23.75% of the number of Common Shares outstanding as of the first trading day of each quarter. Subject to certain adjustments as provided herein, (A) Common Shares subject to this Plan shall include Common Shares which reverted back to this Plan in a prior quarter, and (B) the number of Common Shares that may be issued under this Plan may never be less than the number of Common Shares that are then outstanding under (or available to settle existing) Awards. For purposes of determining the number of Common Shares available under this Plan, Common Shares withheld by the Company to satisfy applicable tax withholding or exercise price obligations pursuant to Section 10(e) of this Plan shall be deemed issued under this Plan. In the event that, prior to the date this Plan shall terminate, any Award granted under this Plan expires unexercised or unvested or is terminated, surrendered, or cancelled without the delivery of Common Shares, or any shares of Restricted Stock are forfeited back to the Company, then the Common Shares subject to such Award may be made available for subsequent Awards under the terms of this Plan. As used in this Plan, “Specified Awards” shall mean (i) Awards to Eligible Persons who are not employed or engaged by the Company or any of its subsidiaries as of the last day of any fiscal quarter of the Company, commencing with the fiscal quarter ending March 31, 2023 and (ii) Awards that have a grant date at least three (3) years prior to the last day of any fiscal quarter of the Company, commencing with the fiscal quarter ending March 31, 2023.

2021 Plan

The Company’s 2021 Plan was adopted by the Board on February 12, 2021 and approved by the stockholders on March 25, 2021. The 2021 Plan was amended and restated effective as of October 29, 2021, and May 27, 2022, respectively. The 2021 Plan authorizes the Company to issue shares of common stock upon the exercise of stock options, the grant of restricted stock awards, and the conversion of restricted stock units (collectively, the “Awards”). The Compensation Committee has full authority, subject to the terms of the 2021 Plan, to interpret the 2021 Plan and establish rules and regulations for the proper administration of the 2021 Plan.

On March 10, 2023, at the Special Shareholder Meeting, the Third Amended and Restated 2021 Stock Incentive Plan was approved. The Third Amended and Restated 2021 Plan, among other things, (a) increased the number of shares of our Common Stock reserved for issuance thereunder, on a quarterly basis, to 18.75% of the shares of our Common Stock outstanding on the measurement date and (b) allows us to grant awards of shares of our 9.0% Series A Cumulative Perpetual Preferred Stock (“Series A Preferred Stock”) (with and without restrictions). Subject to certain adjustments as provided in the Third Amended and Restated 2021 Plan, the maximum aggregate number of shares of our Common Stock that may be issued under the Third Amended and Restated 2021 Plan (excluding the number of shares of our Common Stock subject to Specified Awards (as defined below)) (i) pursuant to the exercise of stock options, (ii) as unrestricted or restricted Common Stock, and (iii) in settlement of RSUs shall be limited to, beginning with the first quarter of our fiscal year ending December 31, 2023 (or January 1, 2023), 18.75% of the number of shares of our Common Stock outstanding as of the first trading day of each quarter. Subject to certain adjustments as provided in the Third Amended and Restated 2021 Plan, the maximum aggregate number of shares of our Series A Preferred Stock that may be issued under the Third Amended and Restated 2021 Plan as unrestricted or restricted Series A Preferred Stock shall equal $3,600,000 valued as of the effective date of the Third Amended and Restated 2021 Plan as determined at the lower of the closing price of our Series A Preferred Stock on Nasdaq on such date or the average of the daily volume weighted average price of our Series A Preferred Stock on Nasdaq as reported by Bloomberg L.P. for a period of five (5) consecutive trading days ending on such date. Subject to certain adjustments as provided in the Third Amended and Restated 2021 Plan, (i) shares of our Common Stock and Series A Preferred Stock, as applicable, subject to the Third Amended and Restated 2021 Plan shall include shares of our Common Stock and Series A Preferred Stock, as applicable, which revert back to the Third Amended and Restated 2021 Plan in a prior quarter or fiscal year, as applicable, pursuant to the paragraph below, and (ii) the number of shares of our Common Stock and Series A Preferred Stock, as applicable, that may be issued under the Third Amended and Restated 2021 Plan may never be less than the number of shares of our Common Stock and Series A Preferred Stock, as applicable, that are then outstanding under (or available to settle existing) 2021 Plan Award grants. For purposes of the Third Amended and Restated 2021 Plan, “Specified Awards” means (i) 2021 Plan Awards issued to Eligible Persons who are not employed or engaged by us or any of our subsidiaries as of the last day of any fiscal quarter, commencing with the fiscal quarter ending March 31, 2023, and (ii) 2021 Plan Awards that have a grant date at least three (3) years prior to the last day of any fiscal quarter, commencing with the fiscal quarter ending March 31, 2023. The exclusion of Specified Awards from the determination of the maximum aggregate number of shares of our Common Stock available for issuance under the Third Amended and Restated 2021 Plan could have material effect on the number of shares of our Common Stock available for issuance thereunder and could have a material dilutive effect on our stockholders.

The Board approved an amendment to the 2021 Plan on October 16, 2024. The amendment was subsequently approved by the stockholders at the Special Meeting on November 15, 2024. Under the Plan, the number of shares of common stock available for awards is limited to 18.75% of the number of Common Shares outstanding as of the first trading day of each quarter. The amendment to the Plan would change this limitation to 22.75% from the first quarter of our fiscal year ending December 31, 2025 through the second quarter of our fiscal year ending December 31, 2027. However, under the amendment to the Plan, effective at the end of the second quarter of our fiscal year ending December 31, 2027 the percentage will revert to 18.75% of the number of Common Shares outstanding as of the first trading day of each quarter.

Under the 2023 Plan and 2021 Plan, the Company may grant stock options, restricted stock awards (RSAs) and restricted stock units (RSUs) to executive, management, employees, directors, and certain nonemployee personnel. The awards issued under the Plans can vest immediately, over time or based upon the achievement of market, performance, or service conditions. RSAs and RSUs can vest immediately but generally vest ratably over three years and Performance RSUs generally fully vest after three years, subject to achieving market, service or performance conditions. In addition, the Company recognizes certain Awards held by certain employees and nonemployees that vest upon separation. Each share granted subject to an Award reduces the number of shares available under the 2023 Plan and 2021 Plan by one share.

The fair value of stock options is estimated based on the Black-Scholes model, taking into account the historical volatility of our stock, consistent with the accounting guidance. The risk-free interest rate is based on the risk-free zero-coupon rate for a period consistent with the expected option term at the time of grant. The expected option term is calculated based on our historical forfeitures and cancellation rates.

During April 2024, the Company cancelled certain vested Awards and modified the terms of certain unvested Awards, to permit different settlement outcomes. The service period and vesting terms were changed at the time of modification. All such vested Awards were fully vested as of the cancellation date and all compensation costs had been recognized. All such unvested equity awards were probable of vesting as of the modification date and the change was accounted for as a Type I modification. In a Type I modification, the Company is required to calculate the incremental difference of the awards, which equals the difference of new award value inclusive of estimated forfeitures and the fair value of the original award as of the modification date. As of the modification date, there is no reversal or adjustment of previously recognized stock compensation expenses.

Within the 2021 and 2023 Plans, certain master grant agreements were executed on April 15, 2024 that have the potential for future additional grants based on additional stock activity through certain anti-dilution provisions. A mutual understanding of the terms and conditions for the specific awards cannot be obtained until a later date after all stock activity has occurred in the future period and necessary approvals are obtained. In addition, and as discussed below, Board approval is the initial step in establishing the grant date, following which two discrete conditions must be met: (i) the recipient must still be employed or acting as a director as of such date, and (ii) availability to grant such awards under the Plan is present. This methodology applies to all grants under the Master Stock Agreements, as discussed further below. When Board approval is obtained and the two grant conditions are met, the grant date will be identified and evidenced through an additional restricted stock agreement. The compensation cost will be recognized per the vesting schedule within the agreement with no catch-up for the reduced period.

The accounting impact resulting from the recognition of this equity-based compensation limits the comparability of the Company’s financial statements between periods.

2014 Plan

The 2014 Plan was adopted by the Company’s Board of Directors on March 12, 2014, and approved by its stockholders on June 11, 2014. The 2014 Plan provides an initial aggregate number of 500,000 shares of common stock that may be awarded or issued. The number of shares that may be awarded under the 2014 Plan and awards outstanding may be subject to adjustment on account of any stock dividend, spin-off, stock split, reverse stock split, split-up, recapitalization, reclassification, reorganization, combination or exchange of shares, merger, consolidation, liquidation, business combination, exchange of shares or the like. Under the 2014 Plan, the Board-appointed administrator of the 2014 Plan is authorized to issue stock options (incentive and nonqualified), stock appreciation rights, restricted stock, restricted stock units, phantom stock, performance awards and other stock-based awards to employees, officers and directors of, and other individuals providing bona fide services to or for, the Company or any affiliate of the Company. Incentive stock options may only be granted to employees of the Company and its subsidiaries.

2012 Plan

The 2012 Plan was adopted by the Company’s Board of Directors on April 14, 2012, and approved by its stockholders on June 14, 2012. The 2012 Plan was amended and restated by the Board of Directors effective October 20, 2016. The October 2016 amendment allowed for the award agreement, or another agreement entered into between the Company and the award grantee to vary the method of exercise of options issued under the 2012 Plan and an agreement entered into between the Company and the award grantee to vary the provisions governing expiration of options or other awards under the 2012 Plan following termination of the award recipient. The 2012 Plan provides an initial aggregate number of 600,000 shares of common stock that may be awarded or issued. The number of shares that may be awarded under the 2012 Plan and awards outstanding may be subject to adjustment on account of any recapitalization, reclassification, stock split, reverse stock split and other dilutive changes in our common stock. Under the 2012 Plan, the Board of Directors is authorized to issue stock options (incentive and nonqualified), stock appreciation rights, restricted stock, restricted stock units and other stock-based awards to employees, officers, directors, consultants and advisors of the Company and its subsidiaries. Incentive stock options may only be granted to employees of the Company and its subsidiaries.

During the year ended December 31, 2025, the Company awarded the following under the 2021 Plan:

Award Type	Number of Awards	Fair Value/Closing Market Price at Grant
Restricted Stock Awards – Common Stock	2,140,683	$	0.64
Restricted Stock Units – Common Stock	32,000	$	0.63
Restricted Stock Awards – Common Stock	12,155,286	$	1.63
	14,327,969

During the year ended December 31, 2025, the Company awarded the following under the 2023 Plan:

Award Type	Number of Awards	Fair Value/Closing Market Price at Grant
Restricted Stock Awards – Common Stock	2,751,078	$	0.47
Restricted Stock Awards – Common Stock	135,000	$	4.29
Restricted Stock Awards – Common Stock	7,102,312	$	1.63
Restricted Stock Units – Common Stock	391,500	$	1.97
Total awards granted	10,379,890

14,975,403 of the restricted stock awards vest at separation from the Company, 939,371 of the restricted stock awards vest 33% on June 1, 2026, 33% on June 1, 2027 and 34% on June 1, 2028, 1,267,273 of the restricted stock awards vest 33% on September 1, 2026, 33% on September 1, 2027 and 34% on September 1, 2028, 7,102,312 of the restricted stock awards vest 33% on December 1, 2026, 33% on December 1, 2027 and 34% on December 1, 2028, 20,000 of the restricted stock units vest 33% on June 1, 2026, 33% on June 1, 2027 and 34% on June 1, 2028, 32,000 of the restricted stock units vest 33% on June 3, 2026, 33% on June 3, 2027 and 34% on June 3, 2028, and 371,500 of the restricted stock units vest 33% on December 1, 2026, 33% on December 1, 2027 and 34% on December 1, 2028.

During the year ended December 31, 2024, the Company awarded the following under its 2023 Plan.

Award Type	Number of Awards	Fair Value/Closing Market Price at Grant
Restricted Stock Awards – Common Stock	610,234	$	1.52
Restricted Stock Awards – Common Stock	57,255	$	2.41
Restricted Stock Awards – Common Stock	645,795	$	3.96
Restricted Stock Awards – Common Stock	1,065,101	$	3.42
Total awards granted	2,378,385

During the year ended December 31, 2024, the Company awarded the following under its 2021 Plan.

Award Type	Number of Awards	Fair Value/Closing Market Price at Grant
Restricted Stock Awards – Common Stock	391,544	$	1.52
Restricted Stock Awards – Common Stock	90,734	$	2.41
Restricted Stock Awards – Common Stock	542,896	$	3.96
Restricted Stock Units – Common Stock	294,000	$	3.42
Restricted Stock Awards – Preferred A Stock	1,892,300	$	2.50
	3,211,474

38,153 of the restricted stock awards vested immediately, 3,302,485 of the restricted stock awards vest at separation from the Company, 690,223 of the restricted stock awards vest 33% on June 1, 2024, 33% on June 1, 2025 and 34% on June 1, 2026, 334,289 of the restricted stock awards vest 33% on June 1, 2025, 33% on June 1, 2026 and 34% on June 1, 2027, 14,505 of the restricted stock awards vest on June 1, 2025, 14,894 of the restricted stock award vest on June 1, 2026, 1,710 of the restricted stock awards vest on June 1, 2027, 462,212 of the restricted stock awards vest 33% on September 1, 2025, 33% on September 1 , 2026 and 34% on September 1, 2027, 264,000 of the restricted stock awards vest 33% on December 1, 2024, 33% on December 1 , 2025 and 34% on December 1, 2026, and 467,388 of the restricted stock awards vest 33% on December 1, 2025, 33% on December 1 , 2026 and 34% on December 1, 2027.

No options were granted under the 2023 Plan, the 2021 Plan, the 2014 Plan and the 2012 Plan for the years ended December 31, 2025 and December 31, 2024.

During August 2025, upon the successful election to the Board, certain Awards with separation vesting incurred an extension of the vesting term by three years. As such, a modification occurred. All such unvested equity awards were probable of vesting as of the modification date and the change was accounted for as a Type I modification. In a Type I modification, the Company is required to calculate the incremental difference of the awards, which equals the difference of new award value inclusive of estimated forfeitures and the fair value of the original award as of the modification date. As of the modification date, there is no reversal or adjustment of previously recognized stock compensation expense. The modification related to 492,645 awards of restricted stock granted to two board members. There was no incremental compensation cost resulting from the modification since the awards are grants of restricted stock. The difference between the fair value of the original award as of the modification date and the fair value of the new award as of the modification date are identical, as fair value is determined based on the stock price as of that date.

During November 2025, the Compensation Committee revised the vesting conditions of all common stock grants to non-employee directors from time-based vesting to separation vesting. As such, a modification occurred. All such unvested equity awards were probable of vesting as of the modification date and the change was accounted for as a Type I modification. In a Type I modification, the Company is required to calculate the incremental difference of the awards, which equals the difference of new award value inclusive of estimated forfeitures and the fair value of the original award as

of the modification date. As of the modification date, there is no reversal or adjustment of previously recognized stock compensation expense. The modification related to 462,508 awards of restricted stock granted to two board members. There was no incremental compensation cost resulting from the modification since the awards are grants of restricted stock. The difference between the fair value of the original award as of the modification date and the fair value of the new award as of the modification date are identical, as fair value is determined based on the stock price as of that date.

There were no other modifications during the year ended December 31, 2025.

On April 15, 2024, a modification related to the cancellation of 48,547 underwater stock options was granted to eight board members. The options were replaced with new awards of restricted stock. The amount of incremental compensation cost resulting from the modification was approximately $4.0 million. There were no other modifications during the year ended December 31, 2024.

Stock-based compensation expense for the years ended December 31, 2025, and 2024 was generated from stock options, restricted stock units and restricted stock awards. Stock options are awards that allow holders to purchase shares of the Company’s common stock at a fixed price. Certain options granted may be fully or partially exercisable immediately, may vest on other than a four-year schedule or vest upon attainment of specific performance criteria. Option exercise prices are generally equivalent to the closing market value price of the Company’s common stock on the date of grant. Unexercised options generally terminate ten years after the date of grant. Restricted stock units and restricted stock awards generally vest one to three years after the date of grant, although certain awards may vest immediately or vest upon attainment of specific performance criteria.

Share-based compensation expense recognized in the Consolidated Statements of Operations is based on awards ultimately expected to vest, therefore, awards are reduced for estimated forfeitures. The accounting standard requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company will recognize the compensation expense on a straight-line basis over the service period for the entire awards. As of December 31, 2025 and December 31, 2024, the awards from the Plans are presented within the stockholders’ equity section of the Company’s balance sheet.

Total share-based compensation expense, related to the Company’s share-based awards, recognized for the years ended December 31, was included within the representative group comprised as follows:

	2025		2024
(Dollars in thousands)
Cost of cryptocurrency mining revenue, exclusive of depreciation	$	45	$	48
Cost of data hosting revenue, exclusive of depreciation	120		112
General and administrative expenses, exclusive of depreciation and amortization	10,401		5,151
Share-based compensation expense	$	10,566	$	5,311

Total unrecognized compensation costs related to non-vested stock options as of December 31, 2025 and December 31, 2024 is approximately $16 thousand and $54 thousand, respectively, and is expected to be recognized over a weighted-average remaining vesting period of approximately 0.41 years and 1.42 years, respectively.

Presented below is a summary of the Company’s stock option activity for the Plans for the years ended December 31:

	2025	2024
Shares under option, beginning	3,245	52,393
Granted	-	-
Exercised	-	-
Forfeited	-	-
Expired/canceled	(600)	(49,148)
Shares under option, ending	2,645	3,245
Options exercisable	2,645	3,245

The weighted average exercise price for the Company’s stock option activity for the Plans is as follows for each of the years ended December 31:

	2025		2024
Shares under option, beginning	$	23.04	$	102.86
Granted	$	-	$	-
Exercised	$	-	$	-
Forfeited	$	-	$	-
Expired/canceled	$	30.00	$	108.13
Shares under option, ending	$	21.46	$	23.04
Options exercisable, ending	$	21.46	$	23.04

The following table summarizes information for options outstanding and exercisable for the Plans as of December 31, 2025:

Outstanding					Exercisable
		Weighted Average Remaining	Weighted Average			Weighted Average Remaining	Weighted Average
Exercise Price Range	Number	Contractual Life	Exercise Price		Number	Contractual Life	Exercise Price
$17.50-$22.50	2,645	3.15	$	21.46	2,645	3.15	$	21.46

The aggregate intrinsic value (i.e., the difference between the closing stock price and the price to be paid by the option holder to exercise the option) is $0 for the Company’s outstanding options and $0 for the exercisable options as of December 31, 2025. The amounts are based on the Company’s closing stock price of $1.17 as of December 31, 2025.

Non-vested restricted stock activity is as follows for the year ended December 31:

	2025	2024
Non-vested restricted stock balance, beginning January 1	5,240,253	11,503
Non-vested restricted stock granted	24,707,859	5,589,859
Vested restricted stock	—	—
Non-vested restricted stock exercised	(678,809)	(361,069)
Non-vested restricted stock forfeited/expired	(297,641)	(40)
Non-vested restricted stock balance, ending December 31	28,971,662	5,240,253

The weighted average fair value price for the Company’s restricted stock activity for the Plans is as follows for each of the years ended December 31:

	2025		2024
Restricted stock, beginning	$	3.06	$	222.39
Granted	$	1.43	$	2.86
Exercised	$	4.20	$	6.90
Forfeited/ expired	$	2.21	$	28.00
Restricted stock, ending	$	1.66	$	3.06

As of December 31, 2025 and 2024, there was approximately $34.4 million and $10.9 million, respectively, of unrecognized compensation cost related to restricted stock plans. This cost is expected to be recognized over a weighted-average remaining period of 1.16 years and 1.44 years, respectively.

Stock Warrants:

The following is a summary of common stock warrant activity during the year ended December 31, 2025.

	Number of Warrant Shares	Weighted Average Exercise Price ($)
Balance, December 31, 2024	2,793,798	$	4.55
Granted	54,065,029	0.82
Exercised	(25,656,522)	0.44
Forfeited/ Expired / Redeemed	(603,265)	5.01
Balance, December 31, 2025	30,599,040	$	1.41

As of December 31, 2025, the outstanding warrants have a weighted average remaining term of 4.84 years.

The following is a summary of common stock warrant activity during the year ended December 31, 2024.

	Number of Warrant Shares	Weighted Average Exercise Price ($)
Balance, December 31, 2023	1,148,269	$	24.21
Granted	3,402,972	2.47
Exercised	(1,721,443)	1.36
Forfeited/ Expired	(36,000)	287.5
Balance, December 31, 2024	2,793,798	$	4.55

As of December 31, 2024, the outstanding warrants have a weighted average remaining term of 4.13 years.