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SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

15. SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through May 12, 2026, the date these condensed consolidated financial statements were issued. There were no material events or transactions that require disclosure in the financial statements other than the items discussed below.

 

Shareholder Derivative Lawsuit

 

On April 2, 2026, a shareholder derivative action Graham v. Manuel Stotz, et. al., No. A-26-943141-C, Eighth Judicial District Court, Clark County, Nevada, was filed against current and former members of the Company’s board of directors as defendants and the Company as a nominal defendant. The Plaintiff alleges breaches of fiduciary duty, corporate waste, and unjust enrichment in connection with the Company’s August 2025 restructuring. The complaint seeks compensatory damages, disgorgement or restitution and granting equitable and injunctive relief. The Company is unable to estimate a possible loss or range of possible losses in connection with this proceeding.

 

Hiring of Chief Executive Officer

 

On April 16, 2026, the Company announced the appointment of Kevin Wilson as Chief Executive Officer, effective May 4, 2026. Mr. Wilson will receive an annual base salary of $950, a target annual bonus opportunity of 100% of salary as determined by the Board, a one-time $250 signing bonus, and an equity award representing 2% of fully diluted shares to be approved by the Board, along with standard benefits and severance eligibility.

 

Forfeiture of RSU Awards

 

On April 28, 2026, the Company and several executive officers and directors entered into an RSU Forfeiture Agreement pursuant to which an aggregate of 1,020,823 RSU awards were forfeited. As of March 31, 2026, the amount of unrecognized compensation related to these grants will be recorded as share-based compensation expense during the three months ended June 30, 2026 due to the Company’s cancellation of these awards.

 

TON Fair Value

 

As of May 6, 2026, the 221,881,224 units of TON held by the Company as of March 31, 2026 had a fair value of $433,334.