ACQUISITIONS AND AGREEMENTS |
3 Months Ended |
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Mar. 31, 2026 | |
| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] | |
| ACQUISITIONS AND AGREEMENTS | NOTE 4 – ACQUISITIONS AND AGREEMENTS
Frame Agreement
On March 23, 2026, the Company approved and authorized the execution of an Asset Purchase Agreement, dated as of March 20, 2026 (the “Asset Purchase Agreement”), by and among the Company, its wholly-owned subsidiary, Frame Intelligence, LLC, a Nevada limited liability company (“Frame Intelligence”), Frame Holdings Ltd, an exempted Cayman Islands company (“Frame Holdings”), and Sean Docherty.
Pursuant to the Asset Purchase Agreement, Frame Intelligence acquired all of the assets comprising the “Frame” blockchain business, including related intellectual property, source code, software repositories, validator and infrastructure access, credentials, documentation, and associated goodwill (collectively, the “Frame Assets”).
As consideration for the transfer of the Frame Assets, the Company agreed to issue shares of its common stock, par value $ per share (“Common Stock”), to Frame Holdings via a series of contingent milestone-based issuances tied to specified Company market capitalization and Frame business valuation thresholds. These include (i) an issuance equal to 2.5% of the Company’s outstanding Common Stock, measured on a pre-issuance basis, upon the achievement of both a $100 million market capitalization of the Company and a $100 million fully diluted valuation of the Frame business, with such milestone figures sustained for at least 30 consecutive days, and (ii) additional issuances of Common Stock with an aggregate potential value of up to approximately $50.5 million, payable in tranches upon the achievement of additional escalating market capitalization and valuation milestones, culminating in a milestone requiring both a $1.0 billion market capitalization of the Company and a $1.0 billion fully diluted valuation of the Frame business, in each case sustained for at least 30 consecutive days.
Each such issuance of shares of Common Stock, if and when earned, will be calculated based on the 10-trading-day volume-weighted average price of the Company’s Common Stock immediately preceding the applicable issuance date and will be subject to customary securities law restrictions, transfer limitations, and the execution of definitive stock issuance documentation.
The Asset Purchase Agreement also requires the Company to fund Frame Intelligence with at least $2.0 million in the aggregate (the “Funding Requirement”) on or before the date that is 120 days after closing, subject to extension at the Company’s option for another 120 days in exchange for a $100,000 payment to Frame Holdings.
On July 7, 2026, a Confirmation and Variation Agreement was executed to extend the Funding Requirement deadline by an additional 120 days as described above and to extinguish the $ Re-acquisition option.
The Asset Purchase Agreement further contains a buy-sell provision that may be triggered upon the occurrence of certain specified termination events, subject to applicable notice and cure periods and an overall five-year sunset following the closing of the transaction.
As noted above, an agreement to extinguish this option was entered into and signed on July 7, 2026.
The following terms are incorporated into the Confirmation and Variation Agreement:
Agreed Terms
1. Grant of Extension. The Seller hereby grants, and the Parties confirm, the 120-day extension of the Funding Deadline contemplated by Section 6.9(c) of the APA, such that the Funding Deadline is extended to the Extended Funding Deadline (the date 120 days after the original Funding Deadline), with effect from the Effective Date.
2. Extinguishment of the $ Re-acquisition Option. The Seller hereby irrevocably waives, releases and extinguishes the $ Re-acquisition Option under Section 9.1 of the APA in its entirety, with effect from the Effective Date. With effect from the Effective Date, the $ Re-acquisition Option shall be of no further force or effect, and neither the Seller nor SD shall have any right to re-acquire the Units of the Buyer thereunder.
3. Effect on the APA. Save as expressly varied by this Agreement, the APA and each Ancillary Agreement remain in full force and effect and are otherwise unamended, including without limitation TCC’s obligation to satisfy the Funding Requirement by the Extended Funding Deadline. In the event of any conflict between this Agreement and the APA in respect of the matters addressed herein, this Agreement shall prevail.
As of March 31, 2026 and December 31, 2025 we had no goodwill or intangible assets on our balance sheet.
The Company is continuing evaluation of the Frame Asset Purchase Agreement. As of March 31, 2026, no asset or liability has been recognized because of the contingent nature of consideration, uncertainty surrounding the funding requirement and continued development, and the absence of sufficient support for reliably measuring an acquired intangible asset at that date. Management will continue evaluating the accounting for the transaction as additional information becomes available and funding milestones are achieved.
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