NOTE 14 - STOCKHOLDER LITIGATION MATTER

On February 26, 2026, a stockholder (the "Complainant") submitted a nomination notice proposing to name nine candidates for election to the Company’s Board and another stockholder submitted a nomination notice purportedly naming one candidate. On March 26, 2026, the Company sent each of these stockholders a letter notifying them that their respective purported nominations were invalid based on various matters and deficiencies identified in connection with the nomination notice.

The stockholder who named one candidate subsequently withdrew its nomination. On April 2, 2026, the Complainant filed a complaint with the Court of Chancery of the State of Delaware (the “Court”) against the Company and its Board alleging that the Company’s Board took actions to reject the stockholder’s purported nominations in breach of their fiduciary duties (the “Complaint”). On July 20, 2026, the stockholder filed a supplemental complaint (collectively the “Complaints”). The Complaints allege, among other things, the following:

The stockholder’s Complaint requested, among other items, that the Court find that (a) the defendants breached their fiduciary duties, (b) undo the Company’s rejection of the stockholder’s nominations for the Company’s Board so that the stockholder’s nominees can be included on the ballot for potential election at the Company’s upcoming 2026 annual meeting, (c) prohibit holders of shares issued in connection with March Equity Offering from being eligible to vote such shares for directors at the Company’s upcoming 2026 annual meeting, (d) award damages and other monetary relief for the harm caused by the March 2026 Equity Offering, together with pre-judgment and post-judgment interest and (e) reopen the nomination window and cease any further investments or selling of BTC.

The trial concluded on August 5, 2026, and on August 28, 2026, the Court ruled in favor of the Complainant that the Company’s Board did not have the contractual right to reject the stockholder nominations, and found the Complainant’s nominations for the Company’s Board valid and the Complainant’s nominees may be included on the ballot for potential election at the Company’s 2026 annual meeting. The Court deferred hearing the matter related to sterilizing the votes; damages and other monetary relief for the alleged harm caused by the March 2026 Equity Offering. Subsequent to this ruling, the Complainant reduced the number of its nominees for the Company’s Board from nine to four.

On September 2, 2026, the Court sanctioned the Complainant for failing to preserve relevant data related to these litigation matters and awarded the Company reasonable attorneys’ fees and expenses incurred to pursue supplemental discovery for lost evidence caused by the Complainant’s disregard for evidence preservation. The Company is preparing a request for the Court’s review and approval. Any recovery of fees will be recorded when received.

On September 4, 2026, the Company also filed an application for interlocutory appeal with the Court appealing the Court’s ruling that the Board breached its fiduciary duties and the Complainant’s nominees could be included on the ballot for potential election at the Company’s 2026 annual meeting (the “Appeal”) due to the Court’s interpretation of the definition of a “participant” in accordance with Federal law, which the Court denied. The Company filed the Appeal with the Supreme Court of the State of Delaware (the “Delaware Supreme Court”) on September 14, 2026 and the Delaware Supreme Court accepted the Appeal on an accelerated basis. The hearing occurred October 7, 2026 and on October 9, 2026, the Company was informed by the Delaware Supreme Court that it affirmed the Court’s ruling. As a result, the Complainant’s nominations for the Company’s Board were upheld.

The Company held its 2026 annual stockholders’ meeting on October 14, 2026 and eight of the Company’s nine nominees for director were elected along with one nominee of the Complainant. On October 16, 2026, the Complainant filed a second supplemental complaint with the Court to disallow a certain number of votes cast by EAM that were in favor of one of the Company’s nominees, which would result in another one of the Complainant’s nominees being elected to the Company’s Board. The number of votes requested to be disallowed is equivalent to the number of votes that were made by the stockholder whose shares were acquired in the March Equity Offering. The Court has agreed to hear this matter on January 13, 2027 and has continued to defer hearing the other open matters noted above.