Item 5. Other Information
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Arrangement
During the three months ended March 31, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement ” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
May 2026 Drawdown
On May 13, 2026, the Company borrowed $15.0 million in cash (the “May 2026 Drawdown”) under the Master Loan Agreement, dated as of July 1, 2025 (the “Master Loan Agreement”), the entry of which was previously disclosed in the Current Report on Form 8-K filed on July 8, 2025. The May 2026 Drawdown was made pursuant to a Loan Term Confirmation, dated May 13, 2026 (the “Confirmation”), between the Company and Coinbase Credit, Inc.
The May 2026 Drawdown bears a 7% loan fee per annum, paid monthly, with no scheduled maturity date. The Company’s obligations under the May 2026 Drawdown are secured by a first-priority security interest in bitcoin collateral at a required collateral-coverage ratio of 156.25% of the outstanding principal amount, which equates to approximately 272 bitcoin. The Company has elected to over-collateralize the May 2026 Drawdown by pledging 300 bitcoin, which exceeds the minimum collateral required under the Confirmation. Except as set forth herein, the May 2026 Drawdown is subject to the terms and conditions of the Master Loan Agreement, previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2025.
After giving effect to the May 2026 Drawdown and the previously outstanding $5.0 million advance under the facility, no portion of the credit facility established by the Master Loan Agreement remains available.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 13, 2026, the Compensation Committee of the Board of Directors approved an increase in the base salary of William Walker, the Company’s Chief Technology Officer, from $265,000 to $330,000 per year, representing an increase of approximately 24.5%.
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Item 8.01 Other Events.
On May 13, 2026, the Company and Michael Mo, the Company’s Chief Executive Officer and holder of all issued and outstanding shares of Series A Preferred Stock, entered into an agreement to memorialize the parties’ intent that the Board reserves the right to revoke, rescind, transfer, or otherwise cancel the issued shares in the event Mr. Mo is removed from, or resigns from, all positions with the Company. All other provisions of the Series A Preferred Stock remain in effect without modification.
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibit
No.
Description
31.1
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS
Inline XBRL Instance*
101.SCH
Inline XBRL Taxonomy Extension Schema*
101.CAL
Inline XBRL Taxonomy Extension Calculation*
101.DEF
Inline XBRL Taxonomy Extension Definition*
101.LAB
Inline XBRL Taxonomy Extension Labels*
101.PRE
Inline XBRL Taxonomy Extension Presentation*
104
Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101)*
*
Filed herewith.
**
Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 14, 2026
By:
/s/ Michael Mo
Michael Mo
Chief Executive Officer
(Principal Executive Officer)
Dated: May 14, 2026
By:
/s/ Shawn Canter
Shawn Canter
Chief Financial Officer
(Principal Financial and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.