Subsequent Events |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Note 11 – Subsequent Events
Except as noted below, there were no material subsequent events that required recognition or additional disclosure in these consolidated financial statements.
January 30, 2026 Special Meeting of Stockholders
On January 30, 2026, a special meeting of the stockholders was held and the following proposals were approved: two new directors were elected to the board of directors; the issuance of 10,318,215 shares of the Company’s common stock upon the exercise of the Strategic Advisor Warrants, valued at approximately $32 million, issued to certain strategic advisors in connection with the Strategic Advisor Agreement; the issuance of shares of the Company’s common stock upon the exercise of the Cash and Cryptocurrency Pre-Funded Warrants issued in connection with the November 2025 PIPE; the issuance of Advisor RSUs of the Company’s common stock valued at approximately $0.5 million to the placement agent in connection with the private placement offering; and approval of an amendment to the Amended and Restated 2023 Omnibus Equity Incentive Plan to increase the number of shares of common stock available for issuance thereunder by shares. The Advisor RSUs and Strategic Advisor Warrants are to be recognized in the Company’s financial statements as stock-based compensation and are considered vested as of the date of shareholder approval on January 30, 2026.
Super Validator
Subsequent to year end, pursuant to the Company’s digital asset treasury strategy, the Company was approved to operate a Super Validator on the Canton Network.
January 2026 Registered Offering
On January 20, 2026, the Company entered into an underwriting agreement with Clear Street LLC, as the sole underwriter, relating to an underwritten registered offering to a single institutional investor of (i) shares of the Company’s common stock, par value $ per share, at an offering price of $, and (ii) certain pre-funded warrants, at an offering price of Offering Price less $ per Pre-Funded Warrant, to purchase up to 17,000,000 shares of Common Stock.
The Underwriter has agreed to purchase (i) the shares of Common Stock from the Company at a price of $ per share and (ii) the Pre-Funded Warrants at a price of $ per warrant. The gross proceeds to the Company from this offering were approximately $55 million, before deducting underwriting discounts and commissions and estimated offering expenses. The Company intends to use the proceeds from this offering primarily for continued expansion and development of its Canton-centric digital asset treasury strategy, as well as with working capital for general corporate purposes.
The offering was made pursuant to the Company’s shelf registration statement on Form S-3 (Registration Statement No. 333-292648), including the prospectus included therein, previously filed with the Securities and Exchange Commission (the “SEC”) and which became effective on January 16, 2026, and a prospectus supplement and the accompanying prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).
Name Change
On February 18, 2026, the Company changed its name to Canton Strategic Holdings, Inc., pursuant to an amended and restated Certificate of Incorporation filed with the Delaware Secretary of State and the Company’s common stock began trading under the ticker symbol “CNTN.”
ATM Sales
On March 3, 2026, the Company entered into an amended and restated sales agreement (the “March 2026 ATM Agreement”), with Clear Street and Virtu Americas LLC (“Virtu”, and together with Clear Street, the “Sales Agents”), relating to the sale of shares of the Company’s common stock. The Sales Agreement amends and restates the 2025 ATM Agreement. Pursuant to the March 2026 ATM Agreement, the aggregate gross sales price of Common Stock available for issuance under the Sales Agreement is $300,000,000 and such amount excludes the Common Stock previously sold under the 2025 ATM Agreement. From January 1 to March 26, 2026 the Company has sold shares of common stock pursuant to the 2025 ATM Agreement and March 2026 ATM Agreement for net proceeds of approximately $35 million after deducting commissions of approximately $0.5 million. |