v3.25.2
SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

15. SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through August 6, 2025, the date these financial statements are available to be issued. The Company believes there were no material events or transactions discovered during this evaluation that requires recognition or disclosure in the financial statements other than the items discussed below.

 

Issuances of Common Stock

 

On July 7, 2025, the Company issued 80,000 shares of common stock to Mr. Cutaia for extraordinary performance associated with the Company’s quarter over quarter revenue growth pursuant to the Corporate Action, Change of Control, and Extraordinary Performance Agreement with Mr. Cutaia dated October 31, 2024.

 

On July 7, 2025, the Company issued 80,000 shares of common stock to Mr. Geiskopf for extraordinary performance associated with the Company’s quarter over quarter revenue growth pursuant to the Corporate Action, Change of Control, and Extraordinary Performance Agreement with Mr. Geiskopf dated October 31, 2024.

 

On August 1, 2025, the Company issued 160,000 shares of common stock to Mr. Cutaia for extraordinary performance associated with the Company’s quarter over quarter revenue growth pursuant to the Corporate Action, Change of Control, and Extraordinary Performance Agreement with Mr. Cutaia dated October 31, 2024.

 

On August 1, 2025, the Company issued 80,000 shares of common stock to Mr. Geiskopf for extraordinary performance associated with the Company’s quarter over quarter revenue growth pursuant to the Corporate Action, Change of Control, and Extraordinary Performance Agreement with Mr. Geiskopf dated October 31, 2024.

 

On August 1, 2025, the Company issued 80,000 shares of common stock to Mr. Geiskopf in partial consideration of an expansive 4-year non-compete agreement.

 

On August 2, 2025, the Company issued 415,661 shares of its common stock to certain employees, officers, and directors pursuant to the change of control provisions in existing RSU agreements.

 

On August 2, 2025, the Company issued 400,000 RSUs to Mr. Geiskopf in partial consideration of an expansive 4-year non-compete agreement. In addition, the Company issued 250,000 RSUs to Mr. Cutaia in consideration of an expansion and extension of the existing non-compete provision in his employment agreement, and 150,000 RSUs in consideration of a modification to the constructive discharge provisions of his employment agreement.

 

Series D Preferred Shares Redeemed in Cash

 

On August 1, 2025, the Company redeemed all the outstanding shares of Series D Preferred Stock for $6,152 which included accrued preferred dividends of $152 as of the date of redemption. The 5,000 shares of Series D Preferred Stock were redeemed at the Stated Value of $1,200 per share.

 

Private Placement

 

On August 3, 2025, the Company entered into a subscription agreement with certain institutional investors (the “PIPE Subscribers”) in an aggregate amount of approximately $558 million, pursuant to which the Company agreed to issue, and the PIPE Subscribers agreed to purchase, shares of common stock, par value $0.0001 per share, at a purchase price of $9.51 per share (and pre-funded warrants to purchase shares of Common Stock at a purchase price per warrant of $9.5099) (the “PIPE Financing”). The net proceeds from the PIPE Financing are intended to be used by the Company to purchase Toncoin, the native cryptocurrency of The Open Network blockchain, and for working capital and general corporate purposes.