SUBSEQUENT EVENTS	6 Months Ended
Jun. 30, 2025
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 13 - SUBSEQUENT EVENTS Gemini Agreements: On July 13, 2025 the Company entered into a Strategic Digital Assets Services Agreement with Gemini NuStar, LLC (“Gemini”) (the “Strategic Digital Assets Services Agreement”), pursuant to which Gemini will provide non-discretionary execution and digital asset-related informational services. These services may include market commentary, protocol updates, or other general insights as directed by the Company. Gemini does not act as an advisor, fiduciary, or investment manager to the Company, and all trading and investment decisions remain solely under the Company’s control. Also on July 13, 2025, the Company entered into a Custodial Services Agreement (together with the Strategic Digital Assets Services Agreement, the “Gemini Agreements”) with Gemini Trust Company, LLC (“Gemini Trust”), pursuant to which the Company has engaged Gemini Trust to provide custody services of the Company’s digital asset holdings. In connection with the Strategic Digital Assets Services Agreement with Gemini, upon the closing of the Private Placements discussed below, the Company issued warrants to purchase up to 901,542 shares of common stock to Gemini or its designees (the “Gemini Warrants”) with an exercise price of $10.00 per share and a 10-year term. The Gemini Warrants vest and become exercisable in 20% installments based upon the achievement of certain milestones tied to the VWAP of the Company’s common stock with the first 20% vesting at $10.00 and all warrants fully vesting if the VWAP reaches $30.00 (the “Applicable Vesting Schedule”). Based on the highest VWAP of the Company’s common stock since the Private Placements, 80% of these warrants have vested as of August 8, 2025. July 2025 Private Placements On July 17, 2025, the Company entered into (i) a securities purchase agreement (the “Cash Purchase Agreement”), by and among the Company and each purchaser party thereto, and (ii) a securities purchase agreement, (the “BTC Purchase Agreement” and, together with the Cash Purchase Agreement, the “Purchase Agreements”) by and among the Company and each purchaser party thereto pursuant to which the Company issued an aggregate of 44,414,189 shares of common stock of the Company, par value $0.00001 per share and pre-funded warrants to purchase up to an aggregate of 5,728,662 shares of common stock. The Company received aggregate gross proceeds of $501 million, before deducting cash expenses including placement agent fees and other transaction related expenses of approximately $21.0 million, which excludes the value of the warrants issued to the placement agents as discussed below. Gross proceeds included payment of 235.8279 BTC pursuant to the BTC Purchase Agreement with a value of $28.0 million, based on the spot exchange rate for Bitcoin as published by gemini.com at 8:00 pm on July 16, 2025, as prescribed in the BTC Securities Purchase Agreement. The unfunded exercise price of each pre-funded warrant is equal to $0.00001 per underlying pre-funded warrant share. The exercise price and the number of shares of common stock issuable upon exercise of each pre-funded warrant is subject to appropriate adjustment in the event of certain stock dividends, stock splits, stock combinations, or similar events affecting the common stock. The pre-funded warrants are exercisable in cash or by means of a cashless exercise and will not expire until the date the pre-funded warrants are fully exercised. The pre-funded warrants may not be exercised if the aggregate number of shares of common stock beneficially owned by the holder thereof (together with its affiliates) immediately following such exercise would exceed a specified beneficial ownership limitation; provided, however, that a holder may increase or decrease the beneficial ownership limitation by giving notice to the Company (61 days notice for increases), but not to any percentage in excess of 9.99%. The Company issued 163,929 warrants to purchase shares of common stock to the placement agents of the Private Placements (the “Placement Agent Warrants”) with an exercise price of $10.00 per share and a five-year term. The Placement Agents Warrants vest based on the Applicable Vesting Schedule. Based on the highest VWAP of the Company’s common stock since the Private Placements, 80% of these warrants have vested as of August 8, 2025. In addition, concurrent with the closing of the Private Placements, the Company issued fully vested warrants to a consultant to purchase up to 25,000 shares of common stock with an exercise price of $10.00 per share of common stock. Pursuant to the sale under the Private Placements, the Company has agreed to certain restrictions on the issuance and sale of shares of the Company’s securities for a period beginning on the date of the Purchase Agreements until the thirtieth (30th) day following the effective date of the resale registration statement (the “Registration Statement”) filed pursuant to the Registration Rights Agreement, discussed below, subject to certain exceptions including the sale of securities under the Company’s ATM program and any future ATM programs. The Company and the Purchasers entered into a Registration Rights Agreement, dated July 17, 2025 (the “Registration Rights Agreement”), providing for the registration for resale of the common shares and the pre-funded warrant shares sold in the Private Placements and the shares underlying the Gemini Warrants, the Placement Agent Warrants and the consultant warrant issued concurrent with the Private Placements that are not then registered on an effective registration statement, pursuant to a registration statement (the “Registration Statement”) to be filed with the SEC no later than August 16, 2025. The Company has agreed to use reasonable best efforts to cause the Registration Statement to be declared effective no later than 60 days after closing of the Private Placements, and to keep the Registration Statement continuously effective from the date on which the SEC declares the Registration Statement to be effective until (i) the date on which the Purchasers shall have resold all the Registrable Securities (as such term is defined in the Registration Rights Agreement) covered thereby, or (ii) the date on which the Registrable Securities may be resold by the Purchasers without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144 as promulgated by the SEC under the Securities Act (“Rule 144”), without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 or any other rule of similar effect. The Company granted the Purchasers customary indemnification rights in connection with the Registration Rights Agreement. The Purchasers also granted the Company customary indemnification rights in connection with the Registration Rights Agreement. In connection with the announcement of the Private Placements, the Company announced the launch of its digital asset treasury strategy, pursuant to which the Company plans to pursue a number of strategic initiatives to acquire Bitcoin and other digital assets. Through August 8, 2025 the Company has purchased Bitcoin for a total cost of approximately $472 million. Director Appointments In connection with the Private Placements, the Board elected Ryan Lane, Ian Read, Rohan Chauhan and Matthew Homer to serve on the Board until elections are held at the Company’s next stockholder meeting. Mr. Lane will also serve as both Chairman of the Board and Co-Chief Executive Officer. Executive Officer Appointments: In connection with the Private Placements, the Board appointed Mr. Lane, Timothy Silver and Brett Director to serve on the Company’s management team. Mr. Lane will serve as Co-Chief Executive Officer alongside John Kim, the Company’s current Chief Executive Officer and President. Mr. Silver will serve as Chief Operating Officer. Mr. Director will serve as Vice President of Legal. Existing Executive Officer Employment Agreements: In connection with the Private Placements, the Company entered into new employment agreements with each of: (a) John Kim, pursuant to which Mr. Kim agreed to continue to serve as the Company’s Co-Chief Executive Officer, president and director, and (b) Greg Endo, pursuant to which Mr. Endo agreed to continue to serve as the Company’s Chief Financial Officer and Executive Vice-President. The new employment agreements will supersede and replace the existing employment agreements between the Company and each of Mr. Kim and Mr. Endo. Stock Option Grants In connection with the Private Placements, the Board approved stock option grants to the members of the Board, the above named executives and other Company employees to purchase an aggregate of 6,727,188 shares of the Company’s common stock with an exercise price of $10.00 under the provisions of the Company’s 2025 Stock Plan that was approved by the Board, but remains subject to shareholder approval. These stock options have a 10-year term regardless of continued employment with the Company, provided that an employee or director is not terminated for cause. These stock options vest based on the Applicable Vesting Schedule. Of the total options granted, 1,045,807 were issued pursuant to inducement grants and are exercisable when vested. The remaining 5,681,381 stock options cannot be exercised until the 2025 Stock Plan and common shares available for issuance under the 2025 Stock Plan are approved by the stockholders of the Company. The Company intends to hold a special meeting of the stockholders prior to the end of the year at which, among other things, stockholders will be asked to approve the terms of the Company’s 2025 Stock Plan. Based on the highest VWAP of the Company’s common stock since the Private Placements, 80% of these stock options have vested as of August 8, 2025. At-The-Market Issuance Program On July 17, 2025, the Company entered into Amendment No. 1 to the At-The-Market Issuance Sales Agreement (the “ATM Amendment Sales Agreement”) with Aegis Capital Corp. (“Aegis”) which, among other matters, (i) increases the maximum capacity of the program by $1 billion and (ii) adjusts the fee Aegis will be paid as sales agent to 1.0% of gross proceeds of sales under the At-The-Market Issuance Sales Agreement for such additional amount. The Company filed a shelf registration statement to register the shares underlying such agreement on July 30, 2025. Common Stock Buyback Program On July 24, 2025, the Board approved a $100 million common stock repurchase program. The authorization is effective through July 24, 2027, subject to extension or earlier termination by the Board at any time. The shares of common stock may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions, or by other means in accordance with federal securities laws. The actual timing, number and value of shares repurchased under the program will be determined by management at its discretion and will depend on a number of factors, including the market price of the common stock, general market and economic conditions and applicable legal requirements. The repurchase program does not obligate us to purchase any particular number of shares of common stock.

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2025

NOTE 13 - SUBSEQUENT EVENTS

Gemini Agreements:

On July 13, 2025 the Company entered into a Strategic Digital Assets Services Agreement with Gemini NuStar, LLC (“Gemini”) (the “Strategic Digital Assets Services Agreement”), pursuant to which Gemini will provide non-discretionary execution and digital asset-related informational services. These services may include market commentary, protocol updates, or other general insights as directed by the Company. Gemini does not act as an advisor, fiduciary, or investment manager to the Company, and all trading and investment decisions remain solely under the Company’s control.

Also on July 13, 2025, the Company entered into a Custodial Services Agreement (together with the Strategic Digital Assets Services Agreement, the “Gemini Agreements”) with Gemini Trust Company, LLC (“Gemini Trust”), pursuant to which the Company has engaged Gemini Trust to provide custody services of the Company’s digital asset holdings.

In connection with the Strategic Digital Assets Services Agreement with Gemini, upon the closing of the Private Placements discussed below, the Company issued warrants to purchase up to 901,542 shares of common stock to Gemini or its designees (the “Gemini Warrants”) with an exercise price of $10.00 per share and a 10-year term. The Gemini Warrants vest and become exercisable in 20% installments based upon the achievement of certain milestones tied to the VWAP of the Company’s common stock with the first 20% vesting at $10.00 and all warrants fully vesting if the VWAP reaches $30.00 (the “Applicable Vesting Schedule”). Based on the highest VWAP of the Company’s common stock since the Private Placements, 80% of these warrants have vested as of August 8, 2025.

July 2025 Private Placements

On July 17, 2025, the Company entered into (i) a securities purchase agreement (the “Cash Purchase Agreement”), by and among the Company and each purchaser party thereto, and (ii) a securities purchase agreement, (the “BTC Purchase Agreement” and, together with the Cash Purchase Agreement, the “Purchase Agreements”) by and among the Company and each purchaser party thereto pursuant to which the Company issued an aggregate of 44,414,189 shares of common stock of the Company, par value $0.00001 per share and pre-funded warrants to purchase up to an aggregate of 5,728,662 shares of common stock. The Company received aggregate gross proceeds of $501 million, before deducting cash expenses including placement agent fees and other transaction related expenses of approximately $21.0 million, which excludes the value of the warrants issued to the placement agents as discussed below. Gross proceeds included payment of 235.8279 BTC pursuant to the BTC Purchase Agreement with a value of $28.0 million, based on the spot exchange rate for Bitcoin as published by gemini.com at 8:00 pm on July 16, 2025, as prescribed in the BTC Securities Purchase Agreement.

The unfunded exercise price of each pre-funded warrant is equal to $0.00001 per underlying pre-funded warrant share. The exercise price and the number of shares of common stock issuable upon exercise of each pre-funded warrant is subject to appropriate adjustment in the event of certain stock dividends, stock splits, stock combinations, or similar events affecting the common stock. The pre-funded warrants are exercisable in cash or by means of a cashless exercise and will not expire until the date the pre-funded warrants are fully exercised. The pre-funded warrants may not be exercised if the aggregate number of shares of common stock beneficially owned by the holder thereof (together with its affiliates) immediately following such exercise would exceed a specified beneficial ownership limitation; provided, however, that a holder may increase or decrease the beneficial ownership limitation by giving notice to the Company (61 days notice for increases), but not to any percentage in excess of 9.99%.

The Company issued 163,929 warrants to purchase shares of common stock to the placement agents of the Private Placements (the “Placement Agent Warrants”) with an exercise price of $10.00 per share and a five-year term. The Placement Agents Warrants vest based on the Applicable Vesting Schedule. Based on the highest VWAP of the Company’s common stock since the Private Placements, 80% of these warrants have vested as of August 8, 2025.

In addition, concurrent with the closing of the Private Placements, the Company issued fully vested warrants to a consultant to purchase up to 25,000 shares of common stock with an exercise price of $10.00 per share of common stock.

Pursuant to the sale under the Private Placements, the Company has agreed to certain restrictions on the issuance and sale of shares of the Company’s securities for a period beginning on the date of the Purchase Agreements until the thirtieth (30th) day following the effective date of the resale registration statement (the “Registration Statement”) filed pursuant to the Registration Rights Agreement, discussed below, subject to certain exceptions including the sale of securities under the Company’s ATM program and any future ATM programs.

The Company and the Purchasers entered into a Registration Rights Agreement, dated July 17, 2025 (the “Registration Rights Agreement”), providing for the registration for resale of the common shares and the pre-funded warrant shares sold in the Private Placements and the shares underlying the Gemini Warrants, the Placement Agent Warrants and the consultant warrant issued concurrent with the Private Placements that are not then registered on an effective registration statement, pursuant to a registration statement (the “Registration Statement”) to be filed with the SEC no later than August 16, 2025. The Company has agreed to use reasonable best efforts to cause the Registration Statement to be declared effective no later than 60 days after closing of the Private Placements, and to keep the Registration Statement continuously effective from the date on which the SEC declares the Registration Statement to be effective until (i) the date on which the Purchasers shall have resold all the Registrable Securities (as such term is defined in the Registration Rights Agreement) covered thereby, or (ii) the date on which the Registrable Securities may be resold by the Purchasers without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144 as promulgated by the SEC under the Securities Act (“Rule 144”), without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 or any other rule of similar effect.

The Company granted the Purchasers customary indemnification rights in connection with the Registration Rights Agreement. The Purchasers also granted the Company customary indemnification rights in connection with the Registration Rights Agreement.

In connection with the announcement of the Private Placements, the Company announced the launch of its digital asset treasury strategy, pursuant to which the Company plans to pursue a number of strategic initiatives to acquire Bitcoin and other digital assets. Through August 8, 2025 the Company has purchased Bitcoin for a total cost of approximately $472 million.

Director Appointments

In connection with the Private Placements, the Board elected Ryan Lane, Ian Read, Rohan Chauhan and Matthew Homer to serve on the Board until elections are held at the Company’s next stockholder meeting. Mr. Lane will also serve as both Chairman of the Board and Co-Chief Executive Officer.

Executive Officer Appointments:

In connection with the Private Placements, the Board appointed Mr. Lane, Timothy Silver and Brett Director to serve on the Company’s management team. Mr. Lane will serve as Co-Chief Executive Officer alongside John Kim, the Company’s current Chief Executive Officer and President. Mr. Silver will serve as Chief Operating Officer. Mr. Director will serve as Vice President of Legal.

Existing Executive Officer Employment Agreements:

In connection with the Private Placements, the Company entered into new employment agreements with each of: (a) John Kim, pursuant to which Mr. Kim agreed to continue to serve as the Company’s Co-Chief Executive Officer, president and director, and (b) Greg Endo, pursuant to which Mr. Endo agreed to continue to serve as the Company’s Chief Financial Officer and Executive Vice-President. The new employment agreements will supersede and replace the existing employment agreements between the Company and each of Mr. Kim and Mr. Endo.

Stock Option Grants

In connection with the Private Placements, the Board approved stock option grants to the members of the Board, the above named executives and other Company employees to purchase an aggregate of 6,727,188 shares of the Company’s common stock with an exercise price of $10.00 under the provisions of the Company’s 2025 Stock Plan that was approved by the Board, but remains subject to shareholder approval. These stock options have a 10-year term regardless of continued employment with the Company, provided that an employee or director is not terminated for cause. These stock options vest based on the Applicable Vesting Schedule. Of the total options granted, 1,045,807 were issued pursuant to inducement grants and are exercisable when vested. The remaining 5,681,381 stock options cannot be exercised until the 2025 Stock Plan and common shares available for issuance under the 2025 Stock Plan are approved by the stockholders of the Company. The Company intends to hold a special meeting of the stockholders prior to the end of the year at which, among other things, stockholders will be asked to approve the terms of the Company’s 2025 Stock Plan. Based on the highest VWAP of the Company’s common stock since the Private Placements, 80% of these stock options have vested as of August 8, 2025.

At-The-Market Issuance Program

On July 17, 2025, the Company entered into Amendment No. 1 to the At-The-Market Issuance Sales Agreement (the “ATM Amendment Sales Agreement”) with Aegis Capital Corp. (“Aegis”) which, among other matters, (i) increases the maximum capacity of the program by $1 billion and (ii) adjusts the fee Aegis will be paid as sales agent to 1.0% of gross proceeds of sales under the At-The-Market Issuance Sales Agreement for such additional amount. The Company filed a shelf registration statement to register the shares underlying such agreement on July 30, 2025.

Common Stock Buyback Program

On July 24, 2025, the Board approved a $100 million common stock repurchase program. The authorization is effective through July 24, 2027, subject to extension or earlier termination by the Board at any time. The shares of common stock may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions, or by other means in accordance with federal securities laws. The actual timing, number and value of shares repurchased under the program will be determined by management at its discretion and will depend on a number of factors, including the market price of the common stock, general market and economic conditions and applicable legal requirements. The repurchase program does not obligate us to purchase any particular number of shares of common stock.