Termination of Material Agreement (Form 8-K)

Item 1.02. Termination of a Material Definitive Agreement.

On March 12, 2026, Ascent Partners Fund LLC (the "Secured Party") notified the Company of the termination of the Account Control Agreement (the "Control Agreement"), dated as of September 29, 2025, among the Company, as pledgor, the Secured Party, BitGo Prime LLC (the "Delegate"), and BitGo Trust Company, Inc. (the "Custodian"). The termination was made pursuant to Section 9(c) of the Control Agreement and will be effective 30 days after the filing of this Current Report on Form 8-K.

The Control Agreement was entered into in connection with the closing of the second tranche of the Company's financing arrangement with the Secured Party pursuant to that certain Securities Purchase Agreement, dated as of February 11, 2025 (as amended, the "Securities Purchase Agreement"). Under the Control Agreement, the Custodian held and managed the Company's Bitcoin holdings as digital asset collateral in a designated custodial account for the benefit of the Secured Party. The Control Agreement set forth the procedures for the Custodian to follow with respect to entitlement orders and instructions regarding the collateral, including joint control provisions prior to an event of default.

The termination of the Control Agreement was made in connection with the Company's decision to terminate its Bitcoin treasury reserve strategy and liquidate its Bitcoin holdings, as described below under Item 2.01. No early termination penalties were incurred by the Company in connection with the termination of the Control Agreement.