NOTE 7             SHAREHOLDERS’ EQUITY

At-the-Market Offering

On September 16, 2025, the Company entered into a Controlled Equity Offering Sales Agreement (the “ATM”) with Cantor Fitzgerald & Company (“Cantor”), as principal and/or agent, pursuant to which it may offer and sell, from time to time, through Cantor, shares of its common stock, having an aggregate offering price of up to $4 billion. Shares will be issued and sold pursuant to the Company’s effective registration statement on Form S-3 as previously filed with, and declared effective by, the SEC. The Company filed a prospectus supplement, dated September 16, 2025, with the SEC in connection with the offer and sale of shares under the ATM. We pay Cantor a commission of up to 3% of the gross proceeds from each sale of shares under the ATM. During the three months ended June 30, 2026, we sold 94,000 shares of common stock under the ATM for gross proceeds of $435,000 and incurred fees related to the ATM of $11,000, which have been recorded as a reduction to additional paid-in capital on the condensed consolidated financial statements. During the nine months ended June 30, 2026, we sold 406,000 shares of common stock under the ATM for gross proceeds of $8,084,000 and incurred fees related to the ATM of $202,000, which have been recorded as a reduction to additional paid-in capital on the condensed consolidated financial statements.

Shares Reserved for Future Issuance

At June 30, 2026, the Company had a total of 127,675,836 shares reserved for future issuance as follows: (i) 102,034,846 shares related to the ATM, (ii) 12,264,602 shares related to pre-funded warrants, and (iii) 13,376,388 shares related to other warrants.

Tokenization of Common Stock

In September 2025, the Company entered into a digital transfer agent agreement with Superstate Services LLC (“Superstate”) as its co-transfer agent, to give shareholders the ability to tokenize their holdings of the Company’s common stock on the Solana blockchain. Any tokenized shares are recorded and maintained by Superstate and represent the same ownership interests as the corresponding shares of the Company’s common stock. At June 30, 2026, approximately 7,290,000 shares of the Company’s common stock had been tokenized.

Share Repurchases

In November 2025, the Company’s Board of Directors authorized a share repurchase program permitting the Company to purchase up to $1 billion of its common stock through September 30, 2027. Repurchases may be made from time to time through open-market purchases, block trades, and/or privately negotiated transactions (including accelerated share repurchases), and may include Rule 10b5-1 trading plans. Any repurchase will be executed in compliance with Rule 10b-18 of the Securities Exchange Act of 1934. The Company may determine the timing, amount and method of repurchases based on market conditions, share price, legal and regulatory requirements, and other considerations in its sole discretion. The program does not obligate the Company to repurchase any specific number of shares and may be modified, suspended or terminated at any time.

During the three months ended June 30, 2026, the Company executed open market purchases of 2,561,000 shares at an average cost of $4.62 per share for an aggregate cost of $11,840,000, inclusive of fees, which was recorded as a component of treasury stock. During the nine months ended June 30, 2026, the Company executed open market purchases of 7,152,000 shares at an average cost of $5.94 per share for an aggregate cost of $42,493,000, inclusive of fees, which was recorded as a component of treasury stock. Open market share repurchases were facilitated with Galaxy Securities LLC as broker, a related party (See Note 9).

In addition to the open market purchases described above, in March 2026, the Company entered into a privately negotiated repurchase with Multicoin Capital Master Fund, LP (“Multicoin”), an institutional investor and related party (see Note 9), pursuant to which the Company repurchased 6,164,000 shares of its common stock at a price of $4.44 per share for an aggregate cost of $27,370,000.

“Blank Check” Preferred Stock

The Company is authorized to issue up to 4,000,000 shares of “blank check” preferred stock. The Board has the authority and discretion, without shareholder approval, to issue preferred stock in one or more series for any consideration it deems appropriate, and to fix the relative rights and preferences thereof including their redemption, dividend and conversion rights.

2021 Equity Incentive Plan

On March 3, 2026, shareholders of the Company approved an amendment to increase the shares available for future issuance under the 2021 Equity Incentive Plan to 8,724,667.

Stock Options

During the nine months ended June 30, 2026, the Company granted options to management to purchase an aggregate of 1,186,606 shares of its common stock at a weighted average exercise price of $10.32 per share. The options vest in quarterly installments over a vesting period ranging from one to four years from the date of grant and expire between 5 and 10 years from the date of the grant. The options have a weighted average grant-date fair value of $2.99 per share and an aggregate grant-date fair value of $3,554,000, which will be recognized, net of forfeitures, ratably over the vesting period.

During the nine months ended June 30, 2026, the Company granted options to non-employee directors to purchase an aggregate of 400,000 shares of its common stock at a weighted average exercise price of $5.02 per share. The options vest in quarterly installments over a period of one year from the date of grant and expire five years from the date of the grant. The options have a weighted average grant-date fair value of $3.06 per share and an aggregate grant-date fair value of $1,223,000, which will be recognized, net of forfeitures, ratably over the vesting period.

In applying the Black-Scholes option pricing model to options granted during fiscal 2026, the Company used the following assumptions:

The Company recognized compensation expense for stock option awards of $1,425,000 during the three months ended June 30, 2026, of which $337,000 was recorded as a component of sales and marketing expenses and $1,088,000 was recorded as a component of general and administrative expenses in its condensed consolidated statements of operations. The Company recognized compensation expense for stock option awards of $1,980,000 during the nine months ended June 30, 2026, of which $593,000 was recorded as a component of sales and marketing expenses and $1,387,000 was recorded as a component of general and administrative expenses in its condensed consolidated statements of operations. The Company recognized compensation expense for stock option awards of $39,000 and $86,000 during the three and nine months ended June 30, 2025, respectively, which was recorded as a component of general and administrative expenses in its condensed consolidated statements of operations.

As of June 30, 2026, there was $2,850,000 total unrecognized compensation cost related to nonvested stock option awards that is expected to be recognized over a weighted average period of 1.6 years.

Restricted Stock Units

During the nine months ended June 30, 2026, the Company granted to certain members of management 950,996 restricted stock units (“RSUs”) that contain only service conditions for vesting. The RSUs have an aggregate grant date fair value of $4,527,000 based on the closing price of the Company’s common stock on the date of grant and vest in quarterly installments over a period of four years. The Company recognized compensation expense for RSUs of $744,000 and $893,000 in the three and nine months ended June 30, 2026, respectively, which was recorded as a component of general and administrative expenses in its condensed consolidated statements of operations. There was no expense related to RSU awards in the three or nine months ended June 30, 2025.

As of June 30, 2026, there was $3,634,000 total unrecognized compensation cost related to nonvested RSUs that is expected to be recognized over a weighted average period of 1.9 years.

Performance Stock Units

During the nine months ended June 30, 2026, the Company granted to certain members of management 1,156,736 restricted stock units that contain both service and performance conditions for vesting (“PSUs”). The PSUs have an aggregate grant date fair value of $5,521,000 based on the closing price of the Company’s common stock on the date of grant. Vesting of the PSUs occurs only if and when certain Company performance measures are achieved. Expense related to PSUs is recognized over the expected period of time to achieve such performance measures only when their achievement is considered probable in accordance with the related accounting guidance. The Company recognized compensation expense for PSUs of $962,000 and $1,071,000 in the three and nine months ended June 30, 2026, respectively, which was recorded as a component of general and administrative expenses in its condensed consolidated statements of operations. There was no expense related to PSU awards in the three or nine months ended June 30, 2025.

As of June 30, 2026, there was $980,000 total unrecognized compensation cost related to nonvested PSUs that is expected to be recognized over a weighted average period of 0.3 years.