What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2026-05-14 compared with 2025-11-14 · 20 added, 58 removed, 2 unchanged (98% of the section changed)

UNREGISTERED SALES OF EQUITY SECURITIES

AND USE OF PROCEEDS

Recent Sale of Unregistered Equity Securities

On July 15, 2025, the Company

entered into a Subscription and Investment Representation Agreement (the “Subscription Agreement”) with Paul K.

Executive Chairman, who is an accredited investor, pursuant to which the Company agreed to issue and sell five (5) shares of the Company’s

Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), to Mr.

Danner for an aggregate purchase

price of $100.00.

The sale closed on July 17, 2025.

The outstanding shares of Preferred Stock were redeemed in whole automatically upon

the effectiveness of the amendment to the articles of incorporation implementing an increase in the number of authorized shares of common

stock of the Company.

On August 25, 2025, the Company

entered into securities purchase agreements (the “Cash Securities Purchase Agreements”) with certain accredited investors

(the “Cash Purchasers”) pursuant to which the Company agreed to sell and issue to the Cash Purchasers in a private placement

offering (the “Cash Offering”) of (i) either shares (the “Cash Shares”) of common stock of the Company, par value

$0.0001 per share (the “Common Stock”), at an offering price of $6.50 per share (ii) or pre-funded warrants (the “Cash

Pre-Funded Warrants”) to purchase shares of Common Stock (the “Cash Pre-Funded Warrant Shares,”) at an offering price

of $6.4999 per Pre-Funded Warrant, and (ii) stapled warrants (the “Cash Stapled Warrants,” and together with the Common Stock

and Cash Pre-Funded Warrants, the “Cash Securities”) to purchase shares of Common Stock (the “Cash Stapled Warrant Shares,”)

at an exercise price of $9.75 per Cash Stapled Warrant.

In the Cash Offering, the Cash Purchasers will tender any of U.S.

dollars, USDC

or USDT (or a combination thereof) to the Company as consideration for the Cash Shares, Cash Stapled Warrants and Cash Pre-Funded Warrants.

On August 25, 2025, the Company

also entered into securities purchase agreements (the “Cryptocurrency Securities Purchase Agreements,” and together with

the Cash Securities Purchase Agreements, the “Securities Purchase Agreements”) with certain accredited investors (the “Cryptocurrency

Purchasers,” and together with the Cash Purchasers, the “Purchasers”) pursuant to which for an aggregate proceeds of

$[ ] the Company agreed to sell and issue to the Cryptocurrency Purchasers in a private placement offering (the “Cryptocurrency

Offering” and together with the Cash Offering, the “Offerings”) of (i) pre-funded warrants (the “Cryptocurrency

Pre-Funded Warrants” and together with the Cash Pre-Funded Warrants, the “Pre-Funded Warrants”) to purchase shares

of Common Stock (the “Cryptocurrency Pre-Funded Warrant Shares,” and together with the Cash Pre-Funded Warrant Share, the

“Pre-Funded Warrant Shares”) at an offering price of $6.4999 per Pre-Funded Warrant, and (ii) stapled warrants (the “Cryptocurrency

Stapled Warrants,” and together with the Cash Stapled Warrants, the “Stapled Warrants” to purchase shares of Common

Stock (the “Cryptocurrency Stapled Warrant Shares,” and together with the Cash Stapled Warrant Share, the “Stapled

Warrant Shares”) at an exercise price of $9.75 per Cryptocurrency Stapled Warrant.

gross proceeds from the Cash Securities Purchase Agreements and Cryptocurrency Securities Purchase Agreements aggregated $411M, which

investors paid using the following currency:

cash of $181M, locked SOL of $137M, unlocked SOL of $7M and stable coin of $86M.

proceeds of $403M reflect placement agent fees, legal fees, and expenses of $7.5M with net proceeds, after reflecting par value, have

been recorded in Additional Paid in Capital of $403M.

On August 28, 2025, the Company

entered into a Strategic Advisor Agreement (the “Strategic Advisor Agreement”) with Sol Markets, a Cayman Islands exempt

company (the “Strategic Advisor”), pursuant to which the Company engaged the Strategic Advisor to provide strategic advice

and guidance relating to the Company’s business, operations, growth initiatives and industry trends in the crypto technology sector

for an initial term of two (2) years, which may be extended by mutual written agreement of the Company and the Strategic Advisor.

the Company or the Strategic Advisor may terminate the Strategic Advisor Agreement upon one hundred eighty (180) days’ prior written

notice or for cause, as such term is defined in the Strategic Advisor Agreement.

Pursuant to the terms of the Strategic Advisor Agreement,

the Company issued to the Strategic Advisor, the Strategic Advisor warrants (the “Strategic Advisor Warrants”) to purchase

6,321,367 shares of the Company’s Common Stock (the “Strategic Advisor Warrants”) which is equal to 10% of the aggregate

number of shares of Cash Shares and the Pre-Funded Warrant Shares.

Upon the exercise of each Stapled Warrant, the Strategic Advisor shall

receive an additional grant of Strategic Advisor Warrants to purchase an amount of shares of Common Stock equal to 10% of the Stapled

Warrant Shares underlying such exercised Stapled Warrant (such shares of Common Stock underlying the Strategic Advisor Warrants, the

“Strategic Advisor Warrant Shares”).

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Sale of Unregistered Equity Securities

the quarter ended March 31, 2026, no unregistered sales of equity securities occurred.

of Equity Securities

the three months ended March 31, 2026, the Company repurchased 867,678 shares of our common stock for $1,588,861.

The following table

presents information with respect to purchases of common stock of the Company during the three months ended March 31, 2026, by the Company

or an “affiliated purchaser” of the Company, as defined in Rule 10b-18(a)(3) under the Exchange Act:

Total Number of Shares Purchased (1)

Average Price Paid Per Share

Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2)

Dollar Value of Shares That May Yet Be Purchased Under the Publicly Announced Plans or Programs

January 1, 2026 to January 31, 2026

February 1, 2026 to February 28, 2026

March 1, 2026 to March 31, 2026

shares were purchased pursuant to our share repurchase program (the “2025 Repurchase Program”) which was publicly announced

by the Company on October 9, 2025.

The 2025 Repurchase Program provides for the repurchase of up to $100 million of our outstanding

shares of common stock and will continue in effect until terminated.

column discloses the number of shares purchased pursuant to the program during the indicated time periods.

Default Upon Senior Securities

Mine Safety Disclosures

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities