v3.26.3
Subsequent Events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events

Note 12 – Subsequent Events

 

On August 31, 2026, the Company and United Dogecoin entered into a First Amendment to Merger Agreement (the “Amendment”). The Amendment amends the definition of the Milestone Event by reducing the number of Mining Rigs (as defined in the Merger Agreement) from 2,000 to 500. No other terms of the Merger Agreement were amended or modified by the Amendment, and only the threshold for satisfying the Milestone Event has been amended and not the maximum number of 2026 Pre-Funded Warrants (or shares of common stock underlying such warrants) that would be issuable or issued as a result of satisfying the Milestone Event.

 

On September 9, 2026, the Company had its Special Meeting of Stockholders (the “Special Meeting”), at which the Company’s stockholders approved (a) the issuance of the Company’s shares of Common Stock and 2026 Pre-Funded Warrants in connection with the transactions contemplated by the Merger Agreement and the Second Amendment, including shares issuable upon conversion of shares of Series B-1 Convertible Preferred Stock and upon the exercise of the 2026 Pre-Funded Warrants, (b) the issuance of the Company’s shares of Common Stock and 2026 Pre-Funded Warrants in connection with the transactions contemplated by the Securities Purchase Agreement, including shares issuable upon conversion of shares of Series B-2 Preferred Stock, upon exercise of common stock purchase warrants and upon exercise of the 2026 Pre-Funded Warrants, (c) an amendment to the Company’s 2018 Equity Incentive Plan to increase the number of shares of Common Stock authorized for issuance thereunder to 8,800,000 and (d) an amendment to the Company’s Certificate of Incorporation to change the name of the Company to United Compute Inc.

 

As a result of the Special Meeting, as of September 14, 2026, the Company issued (a) an aggregate of 2,869,595 shares of Common Stock upon the conversion of the Series B-1 Preferred Stock, (b) an aggregate of 867,887 shares of Common Stock upon the conversion of the Series B-2 Preferred Stock, (c) an aggregate of approximately 927,185 common stock purchase warrants and (d) an aggregate of 9,741,751 pre-funded warrants. The Company also amended its 2018 Equity Incentive Plan to increase the number of shares of Common Stock authorized for issuance thereunder to 8,800,000.