Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

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Our Bitcoin Treasury Strategy

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As of September 30, 2025 and November 10, 2025, we held an aggregate of 5,048 Bitcoins (including 315 Bitcoins pledged as collateral for a loan), which we acquired for an aggregate purchase price of $478.9 million and an average purchase price of $94,877 per Bitcoin. All purchase amounts include fees and expenses. From October 1, 2025 through November 10, 2025, we did not acquire any Bitcoins.

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Recent Developments

Proposed Business Combination with Strive, Inc.

Merger Agreement

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On September 22, 2025, we entered into the Merger Agreement with Strive. Upon the terms and subject to the conditions of the Merger Agreement, Strive Merger Sub, Inc., a wholly owned subsidiary of Strive, or Merger Sub, will merge with us, or the Merger, with us surviving as a wholly owned subsidiary of Strive, or the Surviving Corporation. The parties also intend, and Strive has agreed to take such actions as are necessary to cause, immediately following the effective time of the Merger, or the Effective Time, and as part of an integrated transaction with the Merger, the Surviving Corporation to merge with and into Strive Merger Sub II, LLC, a Delaware limited liability company which is a direct, wholly owned subsidiary of Strive, or Second Merger Sub, with Second Merger Sub surviving as a direct, wholly owned subsidiary of Strive, or the Second Merger and the Merger and Second Merger, collectively, the Mergers. For U.S. federal income tax purposes, each of the parties to the Merger Agreement intends that the Merger and Second Merger, taken together, will constitute an integrated transaction that qualifies as a "reorganization" within the meaning of Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended. Entry into the Merger Agreement was unanimously approved by the Board of Directors of each of Strive and the Company.

If the Mergers are completed, our stockholders will receive 21.05 shares of Strive Class A common stock, or Strive Class A Common Stock, for each share of our common stock, (except for treasury stock or shares owned by us or Strive (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted)) they hold immediately prior to the Mergers, plus cash in lieu of fractional shares.

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Treatment of the Company's Equity Awards

At the Effective Time, each outstanding option to purchase shares of our common stock, or Option, whether vested or unvested, will be converted into an option to purchase a number of shares of Strive Class A Common Stock based on the Exchange Ratio, or a Converted Option, on same terms and conditions as applied to such Option prior to the Effective Time, including with respect to vesting and exercisability, except that (i) if the holder is a non-employee director whose service continues through the date of the closing of the Merger, or (ii) if the holder's employment or service is terminated without cause at or during the six months immediately following the Effective Time, the vesting of the unvested portion of the Converted Option will immediately accelerate as of the Effective Time or the date of such termination of employment, as applicable.

Closing Conditions

The obligation of the parties to consummate the Merger is subject to customary conditions, including, among others, (i) the approval and adoption of the Merger Agreement by the holders of a majority of the outstanding shares of our common stock, (ii) the approval and adoption of the issuance of shares of Strive Class A Common Stock in connection with the Merger, as contemplated by the Merger Agreement, by holders of a majority of the outstanding voting power of the outstanding shares of Strive Class A Common Stock and Strive Class B Common Stock, (iii) the absence of any applicable law, regulation, injunction, judgment, order or decree preventing or making illegal the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement (or in the case of Strive's obligation to close, imposing a Burdensome Condition (as defined below)), (iv) the absence of pending litigation or similar legal action by any governmental authority (in any jurisdiction in which Strive, us or any of our respective subsidiaries conducts material operations) seeking to prohibit or restrain the Merger (or in the case of Strive's obligation to close, seeking to impose a Burdensome Condition); (v) the early termination or expiration of any applicable waiting period or periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSR Act (or in the case of Strive's obligations to close, without the imposition of a Burdensome Condition); (vi) compliance by Strive and us in all material respects with their respective obligations under the Merger Agreement and (vii) subject in most cases to exceptions that do not rise to the level of a "Parent Material Adverse Effect" or a "Company Material Adverse Effect" (each as defined in the Merger Agreement), as applicable, the accuracy of representations and warranties made by us and Strive, respectively. The obligation of our company and Strive to

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consummate the Merger is also subject to there not having occurred an event that has had or would reasonably be expected to have, individually or in the aggregate, a "Parent Material Adverse Effect" or "Company Material Adverse Effect", respectively.

Representations and Warranties; Covenants

The Merger Agreement contains customary representations and warranties from both us and Strive with respect to each party and its businesses. The Merger Agreement also contains customary covenants, including covenants by us to, subject to certain exceptions, conduct its business in the ordinary course, and not take certain actions, during the interim period between the execution of the Merger Agreement and the consummation of the Merger.

Under the Merger Agreement, we and Strive have agreed to use our respective reasonable best efforts to take all actions and to do all things reasonably necessary, proper or advisable to consummate the Merger, including in connection with obtaining all consents under the HSR Act required to be obtained from any governmental authority to consummate the Merger. Strive has also agreed to use reasonable best efforts to resolve, avoid or eliminate impediments or objections, if any, that may be asserted by any governmental authority with respect to the Merger, so as to enable the Merger to occur prior to the End Date (as defined below), but in no event is Strive required to (and without Strive's prior written consent, we and our subsidiaries may not) divest assets or businesses, enter into consent decrees or take certain other actions (any of the actions described in this sentence, a Burdensome Condition).

The Merger Agreement provides that Strive will take all necessary action permitted by applicable law and the rules of any applicable stock exchange to cause one of our directors (Eric Semler) to be appointed to the Board of Directors of Strive as of the Effective Time, provided that Mr. Semler is able to meet Nasdaq's independence criteria.

Stockholder Meetings; Non-Solicitation; Intervening Events

The Merger Agreement requires us to convene a stockholder meeting for purposes of obtaining the necessary stockholder approval, or our Stockholder Meeting. In addition, subject to certain exceptions, we have agreed (i) not to solicit alternative transactions or enter into discussions concerning, or provide information in connection with, any alternative transaction and (ii) that its board of directors will recommend that our stockholders approve and adopt the Merger Agreement, as applicable.

Prior to the adoption of the Merger Agreement by our stockholders, the Board of Directors may, in connection with (i) the receipt of a "Company Superior Proposal" (as defined in the Merger Agreement), or (ii) a "Company Intervening Event" (as defined in the Merger Agreement), respectively, change its recommendation to our stockholders to approve and adopt the Merger Agreement, subject to complying with notice requirements and other specified conditions (including giving Strive the opportunity to propose changes to the Merger Agreement in response to such Company Superior Proposal or Company Intervening Event, as applicable), if the failure to make such change in recommendation would reasonably be expected to be inconsistent with its fiduciary duties. In such case, we will remain obligated to hold our Stockholder Meeting unless the Merger Agreement is terminated.

Termination; Termination Fees

The Merger Agreement may be terminated by us and Strive by mutual agreement. Furthermore, either party may terminate the Merger Agreement if (i) the Merger has not been consummated on or before March 22, 2026, or the End Date, (ii) an applicable law, regulation, injunction, judgment, order or decree permanently prohibits the consummation of the Merger and, in the case of an injunction, judgment, order or decree, has become final and non-appealable (provided that the foregoing right to terminate the Merger Agreement will not be available to any party which has not complied with its obligations under the Merger Agreement in respect of any such applicable law, regulation, injunction, judgment, order or decree) or (iii) the required vote of our stockholders is not obtained at the Stockholder Meeting (including any adjournment or postponement thereof).

Strive may terminate the Merger Agreement if (i) our Board of Directors changes its recommendation to our stockholders to approve and adopt the Merger Agreement prior to our Stockholder Meeting, (ii) we are in breach of the Merger Agreement in a manner that would result in a failure of an applicable closing condition and such breach cannot be cured prior to the End Date or has not been cured within 45 days following notice to Strive from us of such breach or (iii) we have willfully breached our obligations to hold the Stockholder Meeting or to refrain from soliciting alternate transaction proposals.

We may terminate the Merger Agreement if Strive or Merger Sub is in breach of the Merger Agreement in a manner that would result in a failure of an applicable closing condition and such breach cannot be cured prior to the End Date or has not been cured within 45 days following notice to us by Strive of such breach.

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The Merger Agreement further provides that, upon termination of the Merger Agreement under specified circumstances, including termination by Strive as a result of (i) a change of recommendation by our board of directors that the stockholders approve and adopt the Merger Agreement or (ii) our willful breach our obligations to hold our Stockholder Meeting or to refrain from soliciting alternate transaction proposals, Strive will receive a termination fee from us equal to $49.0 million in cash or Bitcoin at Strive's election, on the terms and conditions further set forth in the Merger Agreement.

In the event that the Merger Agreement is terminated for certain reasons, including termination by us or Strive if the Merger has not been consummated on or prior to the End Date (without the Company's stockholder approval having been obtained), by us or Strive due to the failure to obtain the required vote of our stockholders at our Stockholder Meeting (including any adjournment or postponement thereof) or by Strive if we are in breach of the Merger Agreement in a manner that would result in a failure of an applicable closing condition and such breach cannot be cured prior to the End Date or has not been cured within 45 days following notice to Strive from us of such breach (without our stockholder approval having been obtained or, if such termination is after our stockholder approval has been obtained, as a result of a willful breach by us) and (i) at or prior to the time of termination of the Merger Agreement, a Company's acquisition proposal has been publicly disclosed or announced (in each case, and not publicly withdrawn) or made known to the management or board of directors (in each case, and not publicly withdrawn), or any person shall have publicly announced (in each case, and not publicly withdrawn) an intention (whether or not conditional) to make a Company acquisition proposal; and (ii) on or prior to the first anniversary of such termination of the Merger Agreement: (1) a transaction relating to a Company acquisition proposal is consummated; or (2) a definitive agreement relating to any Company acquisition proposal is entered into by us, Strive will receive a termination fee from us equal to $49.0 million in cash or Bitcoin at Strive's election, on the terms and conditions further set forth in the Merger Agreement.

The Mergers cannot be completed unless, among other things, our stockholders approve the proposal to approve the Merger Agreement.

ATM Offerings

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In the third quarter ended September 30, 2025, we issued and sold an aggregate 1,390,587 shares of our common stock for aggregate gross proceeds of approximately $58.0 million under the Controlled Equity Offering^SM Sales Agreement that we entered into on April 15, 2025 with Barclays Capital Inc., Cantor Fitzgerald & Co., Canaccord Genuity LLC, Needham & Company, LLC, Craig-Hallum Capital Group LLC and Lake Street Capital Markets LLC pursuant to which we may offer and sell from time to time up to $500.0 million of our common stock in an at-the-market, or ATM, offering.

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DOJ Settlement

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Effective September 10, 2025, we entered into a settlement agreement with the Civil Fraud Section of the DOJ, the U.S. Department of Health and Human Services, or HHS, and certain relators to settle all potential claims related to alleged civil violations of the False Claims Act pertaining to submissions of allegedly false claims to Medicare Part B for tests performed using the FloChec and QuantaFlo devices. Pursuant to the settlement agreement, we paid a settlement amount of $29.75 million, and interest at a rate of 4.25% per annum from April 28, 2025. In addition, we paid $390 thousand for attorneys' fees and costs to relators' counsel. Upon receipt of the settlement amount, and subject to certain exceptions, we were released from any civil or administrative monetary claims for the covered conduct. By entering into the settlement agreement, we did not admit any wrongdoing in connection with the allegations raised. We borrowed $20.0 million under our previously disclosed Master Loan Agreement with Coinbase Credit Inc. to pay off the settlement amount.

In connection with the entry into the settlement agreement, we entered into a corporate integrity agreement with the Office of Inspector General, or OIG, of HHS whereby we agreed to institute certain compliance and other measures relating to our sales practices, and provide reporting to OIG for a five-year period. See Note 18 to our unaudited condensed consolidated financial statements appearing elsewhere in this quarterly report on Form 10-Q and Part II, Item 1. "Legal Proceedings.".

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Coinbase Loan

As previously disclosed, on April 15, 2025, we entered into a Master Loan Agreement with Coinbase Credit Inc. as lender, Coinbase Credit, and Coinbase Inc., together the Coinbase entities.

Accordingly, on September 25, 2025, we borrowed $20.0 million of cash from Coinbase Credit pursuant to the master loan agreement. As set forth in a separate confirmation thereunder, the loan is collateralized by our Bitcoin, the interest rate is 10%, initial margin percentage is 156.25%, and the loan matures March 26, 2026. In the event we elect to pay the loan prior to maturity, we agreed to pay an early termination fee equal to the full amount of all remaining interest through the term of the loan. See "-Liquidity and

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Capital Resources-Description of Indebtedness-Coinbase Master Loan Agreement" and Note 16 to our unaudited condensed consolidated financial statements appearing elsewhere in this quarterly report on Form 10-Q.

We used the proceeds from the above loan (along with cash from operations) to pay in full the DOJ settlement.

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Results of Operations

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Three Months Ended September 30, 2025 Compared to Three Months ended September 30, 2024

Revenues

We had revenues of $7.5 million for the three months ended September 30, 2025, a decrease of $6.0 million, or 45%, compared to $13.5 million in the same period in 2024. The primary reason for the decrease in revenues was decreased testing volume and cancellations by some of our customers, which we believe is a result of the 2024 CMS rate announcement and DOJ settlement.We expect additional declines in the fourth quarter and beyond as customers cease using our device.

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Operating expenses

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We had total operating expenses of $12.9 million for the three months ended September 30, 2025, an increase of $4.5 million, or 52%, compared to $8.4 million in the same period in the prior year. As a percentage of revenues, operating expenses increased to 172% in the third quarter of 2025 as compared to 63% in the prior year period. The changes in the various components of our operating expenses are described below.

Cost of revenues

We had cost of revenues of $0.6 million for the three months ended September 30, 2025, a decrease of $0.6 million, or 45%, compared to $1.2 million for the same period in 2024. The decrease was primarily due to lower payroll costs and lower hardware sales. As a percentage of revenues, cost of revenues was 8.5% in the third quarter of 2025 compared to 8.6% in the prior year period.

Engineering and product development expense

We had engineering and product development expense of $1.1 million for the three months ended September 30, 2025, a decrease of $0.1 million, or 6%, compared to $1.2 million for the same period in 2024. The decrease was primarily due to lower payroll and project consulting costs, partially offset by higher clinical studies expenses. As a percentage of revenues, engineering and product development expense increased to 15% in the third quarter of 2025, compared to 9% in the prior year period.

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Sales and marketing expense

We had sales and marketing expense of $3.1 million for the three months ended September 30, 2025, an increase of $0.1 million, or 5%, compared to $3.0 million in the same period of the prior year. The increase was primarily due to higher stock-based compensation expenses, partially offset by lower payroll, consulting, dues and subscriptions and travel expenses. As a percentage of revenues, sales and marketing expense increased to 42% in the third quarter of 2025, compared to 22% in the prior year period.

General and administrative expense

We had general and administrative expense of $8.0 million for the three months ended September 30, 2025, an increase of $4.9 million, or 154%, compared to $3.1 million in the same period of the prior year. The increase was primarily due to higher stock-based compensation expense, and higher consulting, accounting and legal expenses related to DOJ settlement and merger related expenses. As a percentage of revenues, general and administrative expense was 107% in the third quarter of 2025, compared to 23% in the prior year period.

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Other income (expense), net

We had total other income, net, of $29.2 million for the three months ended September 30, 2025, an increase of $27.9 million, compared to $1.3 million in the same period of the prior year. The increase was primarily driven by the increase in the fair value of our Bitcoin holdings of $30.0 million, compared to $1.1 million in the same period of the prior year. Other income, net includes $0.8 million of realized capital gains on the redemption of secured convertible promissory note to equity.

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Income tax provision

We had income tax expense of $6.9 million for the three months ended September 30, 2025, an increase of $6.1 million, compared to income tax expense of $0.8 million for the same period of the prior year. The effective tax rate for the three months ended September 30, 2025 was 29% compared to 12% in the prior year period.The increase in the effective tax rate for the three months ended September 30, 2025 was primarily due to the partial reversal of the valuation allowance in 2024 due to an unrealized gain from digital assets partially offsetting an unrealized loss from prior periods and lower tax benefits from employee stock-based compensation.

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Net Income

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For the foregoing reasons, we had a net income of $16.9 million, or $1.14 per basic share and $1.07 per diluted share, for the three months ended September 30, 2025, an increase of $11.3 million, compared to a net income of $5.6 million, or $0.80 per basic share and $0.72 per diluted share, for the same period in the prior year.

Nine Months Ended September 30, 2025 Compared to Nine Months ended September 30, 2024

Revenues

We had revenues of $24.5 million for the nine months ended September 30, 2025, a decrease of $19.4 million or 44% compared to $43.9 million in the same period in 2024. The primary reason for the decrease in revenues was decreased testing volume at some of our customers and cancellations, which we believe is a result of the 2024 CMS rate announcement and DOJ settlement.We expect additional declines in the fourth quarter and beyond as customers cease using our device.

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Operating expenses

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We had total operating expenses of $63.1 million, which includes the payment of $29.8 million for DOJ settlement for the nine months ended September 30, 2025, an increase of $36.6 million, or 138%, compared to $26.5 million in the same period in the prior year. As a percentage of revenues, operating expenses increased to 257% in the first nine months of 2025 as compared to 60% in the prior year period. The changes in the various components of our operating expenses are described below.

Cost of revenues

We had cost of revenues of $2.3 million for the nine months ended September 30, 2025, a decrease of $1.4 million, or 37% compared to $3.7 million for the same period in 2024. The decrease was primarily due to lower hardware sales and payroll costs, partially offset by higher stock-based compensation expense. As a percentage of revenues, cost of revenues was 9% in the first nine months of 2025, compared to 8% in the prior year period.

Engineering and product development expense

We had engineering and product development expense of $3.7 million for the nine months ended September 30, 2025, a decrease of $0.1 million, or 3% compared to $3.8 million for the same period in 2024. As a percentage of revenues, engineering and product development expense increased to 15% in the first nine months of 2025, compared to 9% in the prior year period.

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Sales and marketing expense

We had sales and marketing expense of $9.3 million for the nine months ended September 30, 2025, a decrease of $0.8 million, or 8%, compared to $10.1 million in the same period of the prior year. The decrease was primarily due to lower payroll, consulting, trade show, travel, dues and subscriptions and other expenses due to lower sales activities in the first nine months as a result of the CMS rate announcement, partially offset by higher stock-based compensation expense. As a percentage of revenues, sales and marketing expense increased to 38% in the first nine months of 2025, compared to 23% in the prior year period.

General and administrative expense

We had general and administrative expense of $18.0 million for the nine months ended September 30, 2025, an increase of $9.0 million, or 100%, compared to $9.0 million in the same period of the prior year. The increase was primarily due to higher stock-based compensation expense, consulting, accounting and legal fees related to DOJ settlement and merger related expenses. As a

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percentage of revenues, general and administrative expense was 74% in the first nine months of 2025, compared to 20% in the prior year period.

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DOJ settlement

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We had settlement expense of $29.8 million for the nine months ended September 30, 2025, versus no expense in 2024.

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Other income (expense), net

We had other income, net, of $68.0 million for the nine months ended September 30, 2025, an increase of $70.1 million, compared to other expense, net, of $2.1 million in the same period of the prior year. The increase was primarily driven by the change in the fair value of our Bitcoin holdings of $71.9 million.

Income tax provision

We had income tax expense of $10.4 million for the nine months ended September 30, 2025, an increase of $6.8 million, compared to income tax expense of $3.6 million for the same period of the prior year. The effective tax rate for the nine months ended September 30, 2025 was 35% compared to 24% in the same period of the prior year. The increase in the effective tax rate for the nine months ended September 30, 2025 was primarily due to penalties related to the DOJ settlement that are not deductible for tax purposes.

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Net Income

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For the foregoing reasons, we had net income of $19.1 million, or $1.58 per basic share and $1.55 per diluted share, for the nine months ended September 30, 2025, an increase of $7.4 million, compared to net income of $11.7 million, or $1.68 per basic share and $1.50 per diluted share for the same period in the prior year.

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Liquidity and Capital Resources

We had cash, cash equivalents and restricted cash of $10.3 million at September 30, 2025 compared to $9.0 million at December 31, 2024, and total current liabilities of $27.2 million, compared to $6.3 million at December 31, 2024. As of September 30, 2025, we held 5,048 Bitcoins (including 315 Bitcoins pledged as collateral) with an aggregate fair value of $575.8 million (including $35.9 million for the Bitcoin pledged as collateral). Our Bitcoin is held offline in cold storage with third-party providers. Digital assets like Bitcoin depend on private keys to retrieve and transfer funds. A Bitcoin is considered an indefinite-lived intangible asset, and our Bitcoin investment is remeasured at fair value at each reporting date with changes recognized in net income through other income (expense), net in our condensed consolidated statements of operations. We recognized an increase in fair value of our digital assets of $70.4 million on 4,733 Bitcoins and $1.5 million on 315 Bitcoins that are pledged as collateral for the nine-month period ended September 30, 2025. As of September 30, 2025, we had working capital of approximately $26.3 million. In January 2025, we issued $100.0 million of senior convertible notes. We also entered into a new $500.0 million ATM offering program in April 2025. In the third quarter ended September 30, 2025 we borrowed $20.0 million by pledging Bitcoins as collateral to Coinbase. We believe that our current sources of funds will provide us with adequate liquidity during the 12-month period following the date of this report on Form 10-Q, as well as in the long-term.

Our cash is held in a variety of non-interest bearing bank accounts. At September 30, 2025, we held approximately $10.3 million of cash held in non-interest bearing bank accounts. Our investment guidelines allow for holdings in Bitcoin, U.S. government and agency securities, corporate securities, taxable municipal bonds, commercial paper, money market accounts and treasury bills. In addition, we have, and may in the future, choose to invest some of our cash resources in other entities that may have complementary technologies or product offerings.

Operating activities

We used $34.3 million of net cash in operating activities for the nine months ended September 30, 2025, compared to generating $17.0 million of net cash from operating activities for the same period of the prior year.Non-cash adjustments to reconcile net income to net cash used in operating activities reduced net cash by $54.8 million and were primarily due to a change in fair value of Bitcoin of $70.4 million, Bitcoin pledged as collateral of $1.5 million and gain on redemption of notes receivable of $0.8 million, partially offset by deferred tax benefit of $10.5 million, stock-based compensation of $5.4 million, impairment of investments of $1.1 million, amortization of debt issuance costs of $0.4 million and depreciation of $0.3 million.Changes in operating assets and liabilities provided net cash of $1.3 million, primarily due to a decrease of trade receivables of $1.9 million, and an increase of accrued expenses

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of $1.1 million, partially offset by an increase of $1.3 million of prepaid and other current assets and a decrease of $0.4 million of deferred revenue and other current and current liabilities.

We generated $17.0 million of net cash from operating activities for the nine months ended September 30, 2024. Non-cash adjustments to reconcile net income to net cash from operating activities provided net cash of $4.7 million and were primarily due to, an unrealized loss in fair value of Bitcoin of $3.9 million, depreciation of $0.5 million, stock-based compensation of $0.5 million and loss on disposal of assets for lease of $0.3 million, partially offset by deferred tax expense of $0.4 million, and gain in fair value of notes held for investment of $0.1 million. Changes in operating assets and liabilities provided $0.6 million of net cash. These changes in operating assets and liabilities included an increase in accrued expenses of $0.8 million, decrease in prepaid expenses and other assets of $0.4 million, decrease in inventory of $0.1 million, increase in trade payables of $0.1 million, partially offset by an increase in trade receivable of $0.5 million, and a decrease in deferred revenue of $0.3 million.

Investing activities

We used $284.8 million of net cash in investing activities for the nine months ended September 30, 2025, primarily due to $289.2 million of Bitcoin purchases purchase of notes held for investment of $1.2 million and purchase of assets for lease of $0.3 million, partially offset by proceeds from maturity of short-term investments of $5.9 million.

We used $69.0 million of net cash in investing activities for the nine months ended September 30, 2024, primarily to purchase $68.4 million of Bitcoin, purchase of a promissory note held for investment of $0.5 million and purchase of property and equipment of $0.1 million.

Financing activities

We generated $320.5 million of net cash from financing activities during the nine months ended September 30, 2025, primarily from $215.0 million of proceeds from the issuance of common stock under our ATM offering programs,$96.0 million of proceeds net of issuance costs from the issuance of $100.0 million aggregate principal amount of 4.25% convertible senior notes due 2030, proceeds from short term borrowing of $20.0 million and $0.7 million from exercises of stock options, partially offset by payment of a $7.7 million capped call premium and $3.5 million of stock issuance expenses.

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We generated $1.4 million in net cash from financing activities during the nine months ended September 30, 2024, which reflects proceeds from the issuance of common stock of $2.5 million under our at-the-market offering program and proceeds from exercise of stock options of $0.3 million, partially offset by the payment of taxes withheld for stock grants of $0.8 million and the payment of stock issuance expenses of $0.6 million.

Description of Indebtedness

Offering of 4.25% Convertible Senior Notes

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In January 2025, we issued $100.0 million aggregate principal amount of 4.25% convertible senior notes due 2030, or the notes, in a private offering, or the offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, which included $15.0 million pursuant to the exercise in full of the initial purchasers option. The offering size was increased from the previously announced offering size of $75.0 million aggregate principal amount of notes.

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The notes are senior unsecured obligations and accrue interest payable semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2025, at a rate of 4.25% per year. The notes will mature on August 1, 2030, unless earlier converted, redeemed or repurchased. The initial conversion rate of the notes is 13.0826 shares of our common stock per $1,000 principal amount of such notes (equivalent to an initial conversion price of approximately $76.44 per share). The initial conversion price of the notes represents a premium of approximately 25% over the last reported sale price of our common stock on the Nasdaq Capital Market on January 23, 2025. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of its common stock, at our election.

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We received approximately $88.3 million of net proceeds after deducting approximately $4.0 million for issuance expenses and approximately $7.7 million to pay the cost of the capped call transactions that we entered into as described below and the remainder of the net proceeds for general corporate purposes, including the acquisition of Bitcoin.

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In connection with the pricing of the notes, we entered into privately negotiated capped call transactions, or the capped call transactions with certain financial institutions, or the option counterparties. The capped call transactions cover, subject to customary

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adjustments, the number of shares of our common stock that will initially underlie the notes. The capped call transactions are expected to offset the potential dilution to our common stock as a result of any conversion of notes, with such reduction subject to a cap. The cap price of the capped call transactions relating to the notes will initially be approximately $107.01, which represents a premium of approximately 75% over the last reported sale price of our common stock on the Nasdaq Capital Market on January 23, 2025, and is subject to certain adjustments under the terms of the capped call transactions. As the initial purchasers exercised their option to purchase additional notes, we entered into additional capped call transactions with the option counterparties on January 24, 2025.

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In connection with establishing their initial hedges of the capped call transactions, we expect the option counterparties and/or their respective affiliates may enter into various derivative transactions with respect to our common stock and/or purchase our common stock in secondary market transactions concurrently with or shortly after the pricing of the notes, including with certain investors in the notes. This activity could increase (or reduce the size of any decrease in) the market price of our common stock or the notes at that time. In addition, we expect that the option counterparties and/or their respective affiliates may modify or unwind their hedge positions by entering into or unwinding various derivative transactions and/or purchasing or selling our common stock or our other securities in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so on each exercise date of the capped call transactions, which are scheduled to occur during the observation period relating to any conversion of the notes on or after May 1, 2030 that is not in connection with a redemption, or following our election to terminate any portion of the capped call transactions in connection with any repurchase, redemption, exchange or early conversion of the notes). This activity could also cause or avoid an increase or a decrease in the market price of our common stock or the notes, which could affect a noteholder's ability to convert its notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the amount and value of the consideration that a noteholder will receive upon conversion of its notes.

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Neither the notes, nor any shares of our common stock issuable upon conversion of the notes, have been registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws. See also Note 17 to our unaudited condensed consolidated financial statements appearing elsewhere in this quarterly report on Form 10-Q.

Coinbase Master Loan Agreement

On April 15, 2025, we entered into a master loan agreement, or the Master Loan Agreement, with Coinbase Credit Inc., as lender, and Coinbase Inc., or, collectively, Coinbase. Under the Master Loan Agreement, we may borrow, from time to time, cash or digital assets, which loans, if any, are intended to be collateralized with a first priority security interest in the Bitcoin that we post as collateral. Loans under the Master Loan Agreement will be subject to certain minimum margin requirements based on the loan amount relative to the market value of the Bitcoin collateral posted. The specific terms of any loan (including loan amount, rate, fees, collateral, margin requirements and maturity) will be set forth from time to time in a separate confirmation under the Master Loan Agreement. Should the value of the Bitcoin collateralizing the loan fall below the minimum margin requirements in the confirmation, we could be required to transfer additional Bitcoin, or other eligible collateral, to Coinbase to reduce or repay the loan amount. We will pay a monthly loan fee to Coinbase based on the outstanding loan amount and determined in accordance with the terms of the confirmation.

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Accordingly, on September 25, 2025, we borrowed $20.0 million of cash from Coinbase Credit pursuant to the Master Loan Agreement. As set forth in a separate confirmation thereunder, the loan is collateralized by 315 Bitcoin, the interest rate is 10%, initial margin percentage is 156.25%, and the loan matures March 26, 2026. In the event we elect to pay the loan prior to maturity, we agreed to pay an early termination fee equal to the full amount of all remaining interest through the term of the loan. We used the proceeds from such loan (along with cash from operations) to pay in full the DOJ settlement. See Note 16 to our unaudited condensed consolidated financial statements appearing elsewhere in this quarterly report on Form 10-Q for additional information.

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Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates described in the Annual Report.

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