v3.26.1
COMMON STOCK AND WARRANTS
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
COMMON STOCK AND WARRANTS COMMON STOCK AND WARRANTS
Registered Direct Offering

On April 27, 2026, the Company entered into securities purchase agreements (collectively, the “RDO Purchase Agreements”) with the purchasers named therein (the “Purchasers”), pursuant to which the Company issued and sold to the Purchasers, in a registered direct offering (the “Registered Direct Offering”), 3,076,922 shares of the Company’s Class A common stock. The offering price of each Share was $2.60 per share (the “Offering Price”). The Registered Direct Offering closed on April 29, 2026. The net proceeds to the Company from the Registered Direct Offering were $7.9 million after $0.1 million of transaction related costs.
The 3,076,922 shares of Class A common stock issued in the April 2026 Registered Direct Offering are classified as mezzanine equity because the holders have the right, under certain conditions, to require the Company to repurchase such shares at the offering price plus a contractual 7.0% per annum internal rate of return. Certain triggering events that would allow holders to exercise such repurchase rights are not solely within the control of the Company.

In connection with the Registered Direct Offering, the Company entered into put option agreements (collectively, the “Put Option Agreements”) with the Purchasers pursuant to which the Company granted each Purchaser the right to require the Company to repurchase all or a portion of the shares of Class A common stock it purchased in the Registered Direct Offering at a price per share equal to the Offering Price plus an amount that would result in an internal rate of return of 7.0% per annum (collectively, the “Put Options”). The Put Options may be exercised in connection with the occurrence of certain qualifying events, including the 12-month and 18-month anniversaries of the closing of the Registered Direct Offering, a failure of the Company’s net debt to total capitalization ratio to remain at or below 30%, or a suspension or halt of trading in the Class A common stock on the applicable trading market exceeding a specified number of consecutive trading days or the issuance of a delisting notice. See Note 7. As of June 30, 2026, there have been no qualifying events under the Put Option Agreements.

The redemption value of the Registered Direct Offering shares was $8.1 million as of June 30, 2026 which is less than the combined fair value of the associated put option derivative liability of $4.2 million and the carrying value of the mezzanine equity of $4.0 million as of June 30, 2026. Accordingly, no accretion of the mezzanine equity carrying value was required during the period.

Stock Repurchase Program

On November 3, 2025, the Company’s Board of Directors (the “Board”) approved a stock repurchase program for the purchase of up to $100 million of the Company’s outstanding Class A common stock (the “Stock Repurchase Program”). Repurchases of Class A common stock may be made in the open market (including through Rule 10b-18 compliant transactions), in privately negotiated transactions, in block trades, through one or more accelerated share repurchase transactions, through one or more trading plans intended to comply with Rule 10b5-1, through tender offers, or by any combination of the foregoing. 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 Stock Repurchase Program does not obligate the Company to repurchase any specific number of shares and may be modified, suspended or terminated at any time.
As of June 30, 2026 and December 31, 2025, the Company held 2,937,083 and 0 shares, respectively, of its Class A common stock in treasury. During the three and six months ended June 30, 2026, the Company purchased 1,333,112 and 2,937,083 shares at a total cost of $2.3 million and $5.9 million, respectively.
September 2025 Private Placements

On September 15, 2025, the Company entered into a securities purchase agreement (the “Cash Purchase Agreement”) with certain investors (the “Cash Purchasers”) pursuant to which the Company sold, in a private placement (the “Cash Offering”), an aggregate offering of (i) 38,049,663 shares (the “Cash Shares”) of Class A common stock at an offering price of $6.881 per Cash Share (the “Per Share Cash Purchase Price”); and 36,261,239 pre-funded warrants (the “Cash Pre-Funded Warrants”) to purchase shares of Class A common stock (the “Cash Pre-Funded Warrant Shares”) at the Per Share Cash Purchase Price less $0.001 per Cash Pre-Funded Warrant, and (ii) 73,941,196 stapled warrants (the “Cash Stapled Warrants”) to purchase shares of Class A common stock (the “Cash Stapled Warrant Shares”) at an exercise price of $10.134 per Cash Stapled Warrant. In the Cash Offering, the Cash Purchasers tendered any of U.S. dollars, USD Coin (“USDC”) or Tether (“USDT”) (or a combination thereof) to the Company as consideration for the Cash Shares, Cash Stapled Warrants and Cash Pre-Funded Warrants.
On September 15, 2025, the Company also entered into securities purchase agreements (the “Cryptocurrency Purchase Agreements,” and together with the Cash Purchase Agreements, the “Purchase Agreements”) with certain investors (the “Cryptocurrency Purchasers,” and together with the Cash Purchasers, the “Purchasers”) pursuant to which the Company agreed to sell to the Cryptocurrency Purchasers in a private placement (the “Cryptocurrency Offering,” and together with the Cash Offering, the “2025 PIPE Offerings”) (i) pre-funded warrants to purchase shares of Class A common stock at an offering price of $6.881 less $0.001 (the “Cryptocurrency Pre-Funded Warrants” and together with the Cash Pre-Funded Warrants, the “2025 Pre-Funded Warrants”) and (ii) stapled warrants (the “Cryptocurrency Stapled Warrants,” and together with the Cash Stapled Warrants, the “2025 Stapled Warrants”) at an exercise price of $10.134. In the Cryptocurrency Offering, the Cryptocurrency Purchasers tendered Locked SOL to the Company as consideration for the Cryptocurrency Pre-Funded Warrants and the Cryptocurrency Stapled Warrants.
Clear Street LLC (“Clear Street”) served as lead placement agent and Maxim Group LLC (“Maxim”) served as co-placement agents in the 2025 PIPE Offerings, pursuant to the terms of a placement agency agreement and received aggregate compensation of $11.1 million. Clear Street was also issued 369,706 shares of the Company’s Class A common stock. The Company recorded non-cash financing offering costs of $8.6 million on the statement of operations based on the Company’s closing stock price of $23.17 on the 2025 PIPE Offerings closing date.
The aggregate gross proceeds to the Company were $508.8 million including $119 million in contributed digital assets comprised of $75.6 million of Locked PIPE SOL, $34.3 million of USDC and $9.1 million of USDT, resulting in net cash proceeds of $374.9 million after deducting placement agent fees and other cash offering expenses of $14.9 million.
September 2025 Advisory Warrants

On September 15, 2025, the Company entered into a Strategic Advisory Agreement (the “Strategic Advisory Agreement”) with Pantera Capital Management LP, a Delaware limited partnership (“Pantera”) and Summer Wisdom Holdings Limited (“Summer” and with Pantera, the “Advisors”). In connection with the closing of the 2025 PIPE Offerings, on September 18, 2025, the Company issued (i) warrants to purchase 5,175,883 shares of Class A common stock to Pantera (the “Pantera Base Advisor Warrants”) and (ii) warrants to purchase 2,218,236 shares of Class A common stock to Summer (the “Summer Base Advisor Warrants” and together with the Pantera Base Advisor Warrants, the “Base Advisor Warrants”). Upon the exercise of each Stapled Warrant, each of Pantera and Summer shall receive an additional grant of warrants to purchase an amount of shares of Class A common stock equal to their respective portion of 5% of the shares of Class A common stock issued upon such exercise (the "Performance Advisor Warrants", and together with the Base Advisor Warrants, the “Advisor Warrants”). The exercise price per share of the Advisor Warrants shall be equal to $0.001 per underlying share of Class A common stock. The Company recorded $171.3 million in non-cash financing costs, determined using a Black-Scholes model, on the statement of operations for the period ended December 31, 2025. Based on the exercise price of $0.001, the Black-Scholes value was effectively the same as the Company’s stock price of $23.17 as of the date of closing of the 2025 PIPE Offerings.
Pursuant to the Strategic Advisory Agreement, Pantera and Summer agreed not to sell, transfer, pledge, hedge, or otherwise dispose of any shares underlying the Strategic Advisory Warrants for 180 days after the closing of the 2025 PIPE Offerings (the “Advisor Lock-Up Period”), except (i) transfers to affiliates that agree in writing to be bound by the remainder of the Advisor Lock-Up Period, or (ii) with the Company’s prior written consent.
June 2025 Offering

In June 2025, the Company completed a registered offering of common stock, pre-funded warrants and accompanying common warrants, together with warrants issued to the placement agent (collectively, the "2025 Warrants"). The common warrants contained a provision permitting holders to receive twice the number of shares issuable on a cash exercise without additional payment, and provided for exercise price resets on the fifth trading day and tenth calendar day after issuance, with a corresponding increase in the number of shares issuable such that the aggregate exercise price remained unchanged.

Because of that provision, the common warrants did not qualify for equity classification and were recorded as a derivative liability of $3.4 million at issuance, measured using a Monte Carlo simulation model. Offering costs of $0.5 million allocated to the derivative liability were expensed. The exercise price and share resets resulted in a loss of $6.2 million recognized in "Change in fair value of derivative liability." Expected volatility of 99.95% was the significant unobservable input used at issuance and at each remeasurement date; the remaining inputs were observable. The derivative liability was reclassified to equity upon exercise of the warrants during 2025 and had no fair value as of June 30, 2026.

The aggregate gross proceeds to the Company were $9.1 million, before deducting placement agent fees and other expenses of $1.2 million and repayment of promissory notes of $1.56 million. Maxim Group LLC served as placement agent and received a cash fee of 7% of gross proceeds plus reimbursement of legal fees of up to $100 thousand.

April 2025 Private Placement

On April 24, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors (the “Purchasers”) pursuant to which the Company sold, in a private placement (the “2025 Private Placement”), unsecured 20% original issue discount promissory notes with an aggregate principal amount of $1.56 million (the “Notes”) with a maturity date of the earlier of a) July 24, 2025, b) the closing date of the Company’s next registered offering of securities on Form S-1. The Purchase Agreement also provides for the issuance of an aggregate of 1,760 shares of common stock of the Company, par value $0.001 per share (the “Private Placement Shares”) to the Purchasers. The transaction closed on April 25, 2025.

Maxim Group LLC served as the placement agent in the 2025 Private Placement, pursuant to the terms of a placement agency agreement and received 7% of the gross proceeds of the Offering and reimbursement of the legal fees of its counsel of up to $15 thousand.

The aggregate gross proceeds to the Company were $1.3 million, before deducting placement agent fees and expenses of $0.1 million.

Warrant inducement

On January 21, 2025, the Company entered into warrant exercise inducement offer letters (the “Inducement Letters”) with certain holders (the “Holders”) of its existing 2024 Public Warrants to purchase shares of the Company’s Class A common stock (the “Existing Warrants”), pursuant to which the Holders agreed to exercise for cash their Existing Warrants to purchase an aggregate of 6,628 shares of the Company’s Class A common stock, in the aggregate, at a reduced exercise price of $563.25 per share, in exchange for the Company’s agreement to issue new Series C Warrants and Series D Warrants (the “Inducement Warrants”) on substantially the same terms as the Existing Warrants described below, to purchase up to 8,281 shares of the Company’s Class A common stock (the “Inducement Warrant Shares”). The Company received aggregate gross proceeds of approximately $3.7 million from the exercise of the Existing Warrants by the Holders. The Company engaged Roth Capital Partners, LLC (“Roth”) to act as its financial advisor with the transactions summarized above and has paid Roth $0.2 million for its services, in addition to reimbursement for certain expenses along with other legal and regulatory expenses of $0.1 million resulting in net proceeds of $3.4 million and non-cash share issuance costs of $1.0 million and $3.1 million related to the modification of the Existing Warrants and issuance of the Inducement Warrants, respectively. As of June 30, 2025, 3,572 shares (the “Abeyance Shares”) from the exercised Existing Warrants that were held in abeyance due to the ownership limitations from the warrant agreements have been issued at the direction of the Holders.
On April 21, 2025, stockholder approval was obtained for the issuance of the Inducement Warrants at the Company’s annual meeting of stockholders.
2025 At-The-Market Offering

On September 15, 2025, the Company entered into a Sales Agreement (as amended and restated, the “2025 Sales Agreement”) with Clear Street and Maxim, as co-sales agents, to create an at-the-market offering program (the “2025 ATM”) under which the Company may offer and sell shares with an aggregate offering price of up to $92.8 million. On May 29, 2026, the Company amended and restated the 2025 Sales Agreement to, among other things, increase the aggregate gross sales price of shares that may be offered and sold from time to time from $92.8 million to $250.0 million. Clear Street and Maxim are entitled to a fixed commission rate equal to up to 3% of the gross proceeds pursuant to the 2025 Sales Agreement. During the six months ended June 30, 2026 and 2025, no shares were sold under the 2025 ATM.

2023 At-The-Market Offering
On June 23, 2023, the Company entered into a Sales Agreement (the “2023 Sales Agreement”) with Roth to create an at-the-market offering program (the “2023 ATM”) under which the Company may offer and sell shares with an aggregate offering price of up to $2.0 million. Roth is entitled to a fixed commission rate equal to up to 3% of the gross proceeds pursuant to the 2023 Sales Agreement. On July 7, 2025, the Company filed a prospectus supplement that amended and supplemented the prior prospectus supplements related to the 2023 ATM to increase the maximum offering size to $25.0 million. During the six months ended June 30, 2026 and 2025, the Company sold zero and 124 shares, respectively, generating net proceeds after commissions of zero and $74.5 thousand after deducting $2.5 thousand in commissions and fees, respectively.
The following table provides a roll-forward of the number of shares of Class A common stock underlying warrants issued during the three and six months ended June 30, 2026 and the three and six months ended June 30, 2025:
2025
Pre-funded
Warrants		2025 Stapled
Warrants		Base Advisor
Warrants		2022 Public
Warrants		2025 Common WarrantsOther Equity
Warrants		Total
Classification
Equity(1)
Equity(1)
Equity(1)
LiabilityLiability
Equity(1)
Exercise Price ($)0.00110.1340.0016.75647.55
Various(2)
Expiration DateN/A
Various(6)
Oct-30Aug-2027Dec-2027
Various(3)
Balance at December 31, 2024— — — 804 — 7,807 8,611 
Issuances— — — — 293,235 32,831 326,066 
Exercises— — — (187)(293,233)(22,323)(315,743)
Expirations— — — — — (487)(487)
Balance at June 30, 2025— — — 617 2 17,828 18,447 
Issuances36,261,239 73,941,196 7,394,119 — — — 117,596,554 
Exercises(3,269,896)— — — (8,871)(3,278,767)
Exercised but not issued(4)
(2,298,075)— — — — — (2,298,075)
Balance at December 31, 202530,693,268 73,941,196 7,394,119 617 2 8,957 112,038,159 
Exercises(11,627,247)— (1,567,862)— — — (13,195,109)
Exercised but not issued(5)
— — (80,403)— — — (80,403)
Expirations— — — — — (676)(676)
Balance at June 30, 202619,066,021 73,941,196 5,745,854 617 2 8,281 98,761,971 
(1)The Company’s outstanding equity-classified warrants as of June 30, 2026 have a weighted average exercise price of $7.63.
(2)Exercise prices for outstanding other equity warrants as of June 30, 2026 range from $563.25 to $1,856.25 per share of Class A common stock exercised.
(3)Expiration dates for outstanding other equity warrants as of June 30, 2026 range from April 2027 to April 2030.
(4)As of December 31, 2025, the Company received formal notice of exercise from the holder and shares were issued in January 2026.
(5)As of June 30, 2026, the Company received formal notice of exercise from the holder and shares were issued in July 2026.
(6)The Cash Stapled Warrants have an expiration of June 2028 and the Cryptocurrency Stapled Warrants have an expiration of July 2028.