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SUBSEQUENT EVENTS
9 Months Ended
Sep. 30, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

18. SUBSEQUENT EVENTS

 

On October 24, 2025, an Investors purchased an additional tranche of $7,700,000 with a 10% original issue discount for gross proceeds of $6,930,000. The convertible debt and warrants were issued with an exercise and strike price of $2.41. The proceeds were divided into two tranches, the first tranche in the amount of $1,500,000 was wired to the Company on October 28, 2025, with the second tranche in the amount of $5,430,000 initially held in escrow by the Investors. The Company and the Investors plan to establish a DACA account to deposit these funds until such time they are released to the Company by the Investor.

 

On October 27, 2025, the Company held its Annual Meeting of Shareholders where it obtained approval to complete its previously announced transaction in support of becoming the first publicly traded company dedicated to maximizing ownership of AVAX, the native token of the Avalanche network. The approval included the Offering described in Note 1.

 

On November 5, 2025, upon the satisfaction of all conditions in the Subscription Agreements, the PIPE Transaction closed. See Note 1 – Transition to AVAX One

 

On November 5, 2025, the Company appointed Pete Wylie as the Company’s Chief Operating Officer.

 

Effective as of the closing of the Company’s previously announced PIPE transaction (which occurred on November 5, 2025), the Company entered into consulting agreements with each of its executive officers (the “Agreements”). The Agreements call for a base compensation amount of $480,000 for its CEO (Jolie Kahn), and $300,000 for each of its CFO (Chris Polimeni) and COO (Pete Wylie). The Company’s COO was also granted 61,224 restricted common shares of the Company, which vests monthly in 12 equal amounts of 5,102 shares each. Each Agreement has a term of one year and is terminable for cause. In addition, Peter Wylie’s Agreement may be terminated upon 30 days prior notice not for cause upon mutual consent of the parties. All Agreements contain standard clauses for cause termination and the like, and all three executive officers are entitled to benefits such as medical insurance and the like per Company policy.

 

On November 12, 2025, the Company filed a Certificate of Change of corporate name to AVAX One Technology Ltd., and on November 13, 2025, it changed its trading symbol on the Nasdaq Capital Market to AVX.