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| Stockholders' Equity | Stockholders’ Equity A summary of the common stock and warrant activity and related information for the six months ended June 30, 2026 is provided as follows. Maxim ATM The Company sold 40,179,626 in shares of common stock under the Maxim ATM for net proceeds of $32.4 million for the six months ended June 30, 2026. Maxim receives a fee of 3% of gross proceeds or $1.0 million. Gross proceeds net of fees is recorded in additional paid-in capital on the statement of stockholders' net of non-cash offering costs of $5.5 million which were previously capitalized and reclassified to equity upon raising the funds. Consultant Equity Awards In the three and six months ended June 30, 2026, the Company recognized $0.2 million and $1.2 million of compensation expense for equity awards granted to consultants outside of the 2018 LTIP plan in the aggregate of 1,409,427 shares of common stock. The shares vest immediately or after six months. Meme Coin II Dividend On December 29, 2025, the board of directors of the Company declared a conditional dividend of Dream Bowl Meme Coin II digital collectibles (the “Meme Coins”) to eligible holders of the Company’s common stock and certain other equity securities. The Meme Coins were payable to holders of record as of January 7, 2026 and were distributed beginning on February 27, 2026. The distribution was made on the basis of one Meme Coin for every sixty shares of common stock held, or, with respect to eligible equity securities other than common stock, for every sixty shares of common stock underlying such securities, in each case held as of the record date, with fractional entitlements rounded down. Holders with fewer than sixty shares of common stock or common stock equivalents were not be entitled to receive any Meme Coins. The Meme Coins are digital collectibles intended solely for personal, non-commercial use in connection with the Dream Bowl XIV event and do not represent or confer any equity, voting, dividend, profit-sharing, or ownership rights in the Company or any other entity, nor do they provide any right to receive cash or other monetary consideration. The Meme Coins are not designed or intended to function as an investment, currency, or financial product. Warrant Dividend On December 29, 2025, the Company’s board of directors also declared a conditional dividend of warrants to purchase shares of the Company’s common stock to eligible holders of the Company’s common stock and certain other equity securities. The warrants were payable to holders of record as of January 7, 2026 and were distributed on February 27, 2026. The number of warrants distributed was 9,665,079. The distribution was made on the basis of one warrant for every sixty shares of common stock held, or, with respect to eligible equity securities other than common stock, for every sixty shares of common stock underlying such securities, in each case held as of the record date, with fractional entitlements rounded down. Holders with fewer than sixty shares of common stock or common stock equivalents were not be entitled to receive any warrants. Each warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $5.00 per share (subject to adjustment for recapitalizations, stock splits, stock dividends and similar types of transactions) and will expire on the first anniversary of the distribution date. The exercise of each warrant is subject to certain conditions, including a requirement that the applicable beneficial owner possess a corresponding Meme Coin at the time of exercise. The warrants were recorded as liability classified for their aggregate fair value of $4.0 million as of the record date of January 7, 2026. The fair value of the common stock warrants uses significant observable inputs (Level 2). The fair value of the common warrants was determined using the Black-Scholes Model based on the following key inputs and assumptions: stock price on January 7, 2026 of $1.16, exercise price of $5.00, term of 1 year, volatility of 179.0% and risk-free rate of 3.48%. On the distribution date of February 27, 2026 the Company adjusted the fair value to it's distribution date fair value of $1.9 million for which the adjustment was to the warrant liability. The fair value of the common warrants was determined using the Black-Scholes Model based on the following key inputs and assumptions: stock price on February 27, 2026 of $0.71, exercise price of $5.00, term of 1 year, volatility of 183.7% and risk-free rate of 3.48%. Vivasor Subscription Agreement On April 16, 2026, the Company entered into a subscription agreement with Vivasor, Inc. (Vivasor), a related party, pursuant to which the Company acquired 8,163,265 shares of Vivasor’s Series A common stock, at a purchase price of $6.125 per share for aggregate consideration of $50 million. In exchange for the Vivasor shares, the Company issued 75,942,666 shares of its common stock to Vivasor. The transaction closed on April 23, 2026. Registered Direct Offering On May 3, 2026, the Company entered into a Securities Purchase Agreement (the "May Purchase Agreement") with certain institutional investors, pursuant to which the Company agreed to sell and issue in a registered direct offering (the "May Offering") an aggregate of 109,090,910 shares of common stock at an offering price of $0.55 per share for aggregate gross proceeds to the Company from the May Offering of approximately $60.0 million, before deducting the May Placement Agent’s (as defined below) fees and offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for the deployment of its quantum-ready graphics processing unit edge network, including build-out and equipment, as well as working capital and general corporate purposes. The May Offering closed on May 5, 2026. Pursuant to the May Purchase Agreement, the Company has agreed that, subject to certain exceptions, from the date of the prospectus supplement until forty-five (45) days after the closing of the Offering, (i) neither it nor any of its subsidiaries shall (a) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any common stock or common stock equivalents or (b) file any registration statement or any amendment or supplement thereto, and (ii) it shall not enter into a variable rate transactions. In connection with the May Offering, the Company entered into a Placement Agency Agreement, dated as of May 3, 2026, with Titan Partners Group LLC, a division of American Capital Partners, LLC (the “May Placement Agent”), pursuant to which the May Placement Agent agreed to serve as the sole placement agent for the issuance and sale of securities of the Company pursuant to the May Purchase Agreement. As compensation for such services, the Company agreed to pay the May Placement Agent a cash fee of $4.2 million and issue to the May Placement Agent, or its designees, warrants to purchase up to 5,454,545 shares of common stock (the “May Placement Agent Warrants”) at the closing of the May Offering. The May Placement Agent Warrants have a term of five years from the date of the prospectus supplement and have an exercise price of $0.6325 per share. The Company also agreed to reimburse the May Placement Agent for legal and other expenses incurred by it in connection with the offering in an aggregate amount up to $60,000. The shares, the May Placement Agent Warrants and the shares of common stock issuable upon exercise of the May Placement Agent Warrants (the “Placement Agent Warrant Shares”) were offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-294502), which was originally filed with the SEC on March 20, 2026, and was declared effective on March 25, 2026, a base prospectus forming a part of the effective registration statement dated March 25, 2026 and a prospectus supplement dated May 3, 2026. In connection with the May Offering, the Company issued 2,727,272 warrants for the issuance of common stock to Maxim and paid a cash fee of $1.0 million for the participation requirement of the Maxim ATM (the "Participation Warrants"). The warrants have a term of five years from the date of the prospectus supplement and have an exercise price of $0.6325 per share. The warrants are accounted for as equity issuance costs and are classified as equity instruments. They are recorded at their grant date fair value of $1.0 million. The May Placement Agent Warrants were recorded to equity with an aggregate fair value of $2.9 million as of the issuance date of May 5, 2026. The fair value of the common stock warrants uses significant observable inputs (Level 2). The fair value of the common warrants was determined using the Black-Scholes Model based on the following key inputs and assumptions: stock price on May 5, 2026 of $0.57, exercise price of $0.63, term of 5 years, volatility of 160.2% and risk-free rate of 4.08%. Warrants exercisable as of June 30, 2026 exclude warrants to purchase 12,068 shares of common stock issued to investors that participated in the February 2024 Public Offering that requires shareholder approval prior to the warrants being exercisable. Information regarding warrants for common stock outstanding and exercisable as of June 30, 2026 is as follows:
________________________________________ *Weighted average Information regarding warrants for common stock outstanding and exercisable as of December 31, 2025 is as follows:
________________________________________ *Weighted average Warrants exercisable as of December 31, 2025 exclude warrants to purchase 1 share of common stock issued to a marketing firm, which vest upon the achievement of certain milestones and warrants to purchase 12,068 shares of common stock issued to investors that participated in the February 2024 Public Offering that requires shareholder approval prior to the warrants being exercisable.
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