NOTE 19. SUBSEQUENT EVENTS

The Company has evaluated all subsequent events through the filing date of this Form 10-K with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the consolidated financial statements as of December 31, 2025, and events which occurred subsequently but were not recognized in the consolidated financial statements. Except as described below, there were no subsequent events which required recognition, adjustment to, or disclosure in, the audited consolidated financial statements.

Reverse Stock Split

On February 20, 2026, we effected a 1-for-5 Reverse Stock Split. Except as otherwise specifically noted, all share numbers, share prices, exercise/conversion prices and per share amounts in this annual report have been adjusted, on a retroactive basis, to reflect the Reverse Stock Split.

Conversion of Remaining Unsecured Convertible Notes

In January 2026, all remaining outstanding Unsecured Convertible Notes were converted into 7,143 shares of common stock.

Warrant Exercises

In January 2026, warrants were exercised as follows:

Conversion of Remaining Series B Preferred Stock

In January 2026, all outstanding shares of Series B Preferred Stock were converted into 3,013 shares of common stock at a conversion price of $43.75.

January 2026 Private Placement and January 2026 Pre-Funded Warrant Issuance

On January 16, 2026, the Company, entered into a Securities Purchase Agreement (the “January 2026 Private Placement”) with each of R01 Fund LP, Framework Ventures IV L.P., Tether Investments, S.A. de C.V. and Sky Frontier Foundation (together, the “Purchasers”). Pursuant to the January 2026 Private Placement, the Company issued and sold pre-funded warrants (the “January 2026 Pre-Funded Warrants”) to purchase an aggregate of 167,539,227 shares of the Company’s common stock, par value $0.01 per share for aggregate gross proceeds of approximately $137.4 million, including $25.0 million in cash, 35.0 million USDT and 16.0 million USDS stablecoins (with an aggregate value of approximately $51.0 million), and 943,599,690 SKY tokens (with an aggregate value of approximately $61.4 million). The value of the stablecoins and SKY tokens was determined based on their approximate respective fair values as of the closing date of the placement. The purchase price was $0.85 per January 2026 Pre-Funded Warrant, and the January 2026 Pre-Funded Warrants are exercisable for shares of Common Stock at an exercise price of $0.05 per underlying share of Common Stock, on a tiered basis, with 20% of the January 2026 Pre-Funded Warrants becoming exercisable 6 months after execution of the January 2026 Private Placement, 30% of the January 2026 Pre-Funded Warrants becoming exercisable 9 months after execution of the January 2026 Private Placement and the remaining 50% of the January 2026 Pre-Funded Warrants becoming exercisable 12 months after execution of the January 2026 Private Placement, each subject to receipt of stockholder approval.

The January 2026 Private Placement grants to each of the Purchasers a consent right over any material amendment, modification, addition, revocation, or change to the Company’s Digital Asset Strategy for a period of twenty-four (24) months from the date the January 2026 Private Placement was executed, as long as a Purchaser holds at least fifty percent (50%) of the aggregate number of January 2026 Pre-Funded Warrants and/or shares of Common Stock as originally purchased by such Purchaser pursuant to the January 2026 Private Placement.

The January 2026 Pre-Funded Warrants were issued and sold in a transaction exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof and/or Rule 506 of Regulation D. The investors in this transaction are accredited investors as defined in Rule 501(a) of Regulation D. The securities issued have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The January 2026 Pre-Funded Warrants required stockholder approval prior to exercise and are therefore classified as a liability upon issuance and measured at fair value until such approval is obtained. Because the warrants were issued with a nominal exercise price and the issuance price implied a value below the market trading price of the Company’s common stock at issuance, the initial fair value of the warrant liability is expected to exceed the proceeds received from the financing, resulting in a non-cash loss recognized upon issuance. On March 12, 2026, the Company’s stockholders approved the issuance of the shares underlying the warrants. As a result, the warrant liability would be reclassified to stockholders’ equity at its fair value on the approval date and would no longer be subject to subsequent remeasurement thereafter.

The January 2026 Private Placement is a non-recognized (Type II) subsequent event under ASC 855 reflecting conditions arising after December 31, 2025.

At-The-Market Offering

On January 20, 2026, the Company entered into an ATM Sales Agreement (the “Sales Agreement”) with Virtu Americas LLC (“Virtu”), pursuant to which the Company may offer and sell shares of its common stock, par value $0.01 per share, having an aggregate offering price of up to $100.0 million from time to time through or to Virtu as its sales agent or principal. Sales of common stock through Virtu, if any, will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended, including without limitation, sales made directly on the New York Stock Exchange or any other existing trading market for the common stock. Virtu will use commercially reasonable efforts to sell common stock from time to time, based upon instructions from the Company (including any price, time or size limits or other parameters or conditions the Company may impose). The Company will pay Virtu a commission of up to 2.0% of the gross proceeds from any sale of common stock sold through Virtu under the Sales Agreement. The Company has also provided Virtu with customary indemnification rights.

The Company received approximately $13.5 million in gross proceeds from the sale of 1.3 million shares of its common stock subsequent to December 31, 2025 and through March 16, 2026 pursuant to the ATM Sales Agreement.

Redemption of Series F Preferred Stock

In February 2026, a redemption of 639,935 shares of Series F Preferred Stock for a $175 thousand cash payment was completed. After this redemption, 710,270 shares of Series F Preferred Stock with a redemption value of $175 thousand remained outstanding.

March 2026 Special Meeting of Stockholders

On March 12, 2026, the Company held a Special Meeting of Stockholders at which the Company’s stockholders approved certain proposals previously described in the definitive proxy statement filed with the Securities and Exchange Commission.

At the Special Meeting, stockholders approved:

As a result of the foregoing approvals, the contractual limitations on the exercisability of the Company’s outstanding pre-funded warrants related to the required shareholder approval have been satisfied. The warrants remain subject to their respective terms and conditions, including beneficial ownership limitations.

The amendment to increase the authorized shares became effective upon the filing of the certificate of amendment with the Secretary of State of the State of Delaware on March 12, 2026.

Purchases and Sales of Digital Assets

The Company sold 35 million USDT tokens and 16 million USDS tokens that were received in conjunction with the January 2026 Private Placement for net proceeds of approximately $51.0 million in cash subsequent to December 31, 2025.

Subsequent to December 31, 2025 and through March 16, 2026, the Company deployed approximately $70.7 million in cash to acquire approximately 1.1 billion SKY tokens. As of March 16, 2026 the Company held approximately 2.1 billion SKY tokens with an approximate value of $161.4 million, including staking rewards earned to date.

Legal Proceedings and Threatened Legal Proceedings Related to the January 2026 Private Placement

In connection with the January 2026 Private Placement and following the filing of the definitive proxy statement filed with the SEC on February 10, 2026 (the “Definitive Proxy Statement”), the Company received a class action complaint on behalf of a purported Company stockholder (the “Stockholder Complaint”) alleging breach of fiduciary duty related to claimed deficiencies regarding the disclosures contained in the Definitive Proxy Statement. This purported stockholder has requested that the Company reimburse their attorneys’ fees allegedly incurred in connection with the Stockholder Complaint. While the Company believes that the disclosures set forth in the Definitive Proxy Statement complied fully with all applicable law and denies the allegations in the Stockholder Complaint, in order to moot the purported stockholder’s disclosure claims, avoid nuisance and possible expense and disruption to the January 2026 Private Placement, and provide additional information to its stockholders, the Company voluntarily supplemented certain disclosures in the Definitive Proxy Statement on March 2, 2026. On March 17, 2026, the Company filed a motion to dismiss the Stockholder Complaint. The outcome of this matter is uncertain, and the Company cannot reasonably estimate the possible loss or range of loss, if any, at this time. The event is a non-recognized (Type II) subsequent event under ASC 855 reflecting conditions arising after December 31, 2025.