v3.26.1
Debt and Other Financing Arrangements
3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Debt and Other Financing Arrangements

Note 6. Debt and Other Financing Arrangements

Galaxy Loan Facility

On October 29, 2025, the Company entered into a Master Digital Currency Loan Agreement (the “Loan Agreement”) with Galaxy. On October 30, 2025, the Company made a draw under the Galaxy Loan Facility and borrowed a principal sum of $11 million (the “October 2025 Loan”). In connection with the October 2025 Loan, the Company granted to Galaxy a security interest in 145 Bitcoin owned by the Company as collateral. This security interest was subsequently increased to 174 Bitcoin in the three months ended March 31, 2026.

The settlement amount of the loans borrowed under the Loan Agreement are adjusted based on the Bitcoin price relative to a contractual floor and ceiling market price of Bitcoin (“Collar Feature”), and is cash settled.

On January 28, 2026, the Company extended the Loan Agreement and modified the contractual floor and ceiling market prices of the Collar Feature. The realized loss on the settlement of the derivative liability related to the modification of the Collar Feature was $48 thousand and was recorded within “Gain on Galaxy loan derivative” on the consolidated statements of operations for the three months ended March 31, 2026.

On February 27, 2026, the Company extended the Loan Agreement and modified the contractual floor and ceiling market prices of the Collar Feature. The realized gain on the settlement of the derivative liability related to the modification of the Collar Feature was $67 thousand.

On April 6, 2026, the Company extended the Galaxy Loan Facility from April 24, 2026 through June 26, 2026.

The Collar Feature is an embedded derivative requiring bifurcation under ASC 815-15. The fair value of the Collar Feature is calculated using a Black Scholes calculation using Level 3 inputs. Significant inputs for the fair value of the Collar Feature for the January and February modifications include the volatility of Bitcoin observed for a similar term as the remaining term of the loan of 32.4%-55.4% and short term treasury interest rates of 3.5%. The derivatives are classified as a debt discount and amortized over the life of the contract.

The derivative liability of $214 thousand and derivative asset of $48 thousand was classified as “Galaxy loan derivative” on the consolidated balance sheets as of March 31, 2026 and December 31, 2025, respectively.

 

 

Debt of the Company consisted of the following as of March 31, 2026 and December 31, 2025:

 

 

March 31, 2026

 

 

December 31, 2025

 

Financing agreement with Imperial PFS that is unsecured. Down payment of $9,218 was required upfront. Eleven installment payments of $16,743 are to be made over the loan term. The note matures on June 1, 2026. Annualized interest is 9.45%.

 

 

50,230

 

 

 

100,461

 

 

 

 

 

 

 

 

Financing agreement with Imperial PFS that is unsecured. Down payment of $6,900 was required upfront. Six installment payments of $12,604 are to be made over the loan term. The note matures on June 1, 2026. Annualized interest is 9.45%.

 

 

37,813

 

 

 

75,627

 

 

 

 

 

 

 

 

Financing agreement with Imperial PFS that is unsecured. Down payment of $50,635 was required upfront. Ten installment payments of $47,553 are to be made over the loan term. The note matures on August 1, 2026. Annualized interest is 8.6%.

 

 

237,765

 

 

 

380,423

 

 

 

 

 

 

 

 

Secured loan with Brown Family Enterprises LLC. The note matures on June 30, 2026. Interest is 11% per annum.

 

 

1,500,000

 

 

 

1,500,000

 

 

 

 

 

 

 

 

Loan with SE & AJ Liebel Limited Partnership. $2.2 million of Bitcoin has been pledged as collateral. The note matures on September 15, 2027. Interest is 12% per annum.

 

 

2,000,000

 

 

 

2,000,000

 

 

 

 

 

 

 

 

Loan with SE & AJ Liebel Limited Partnership. $5.5 million of Bitcoin has been pledged as collateral. The note matures on August 6, 2026. Interest is 12% per annum.

 

 

5,000,000

 

 

 

5,000,000

 

 

 

 

 

 

 

 

Loan with Galaxy Digital LLC. $11.9 million and $12.7 million worth of Bitcoin have been pledged as collateral as of March 31, 2026 and December 31, 2025, respectively. The note matures on June 26, 2026. Interest is 0% per annum.

 

 

11,000,000

 

 

 

11,000,000

 

 

 

 

 

 

 

 

Debt discount

 

 

(194,051

)

 

 

(196,259

)

 

 

$

19,631,757

 

 

$

19,860,252

 

 

Minimum required principal payments on the Company's debt as of March 31, 2026 are as follows:

Maturity

 

Amount

 

2026

 

 

17,825,808

 

2027

 

 

2,000,000

 

 

$

19,825,808