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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) June 11, 2026

 

CANTON STRATEGIC HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41210   84-2642541
(State or other jurisdiction   (Commission   (I. R. S. Employer
of incorporation)   File Number)   Identification No.)

 

34 Shrewsbury Avenue, Suite 1C

Red Bank, NJ 07701

(Address of principal executive offices, including zip code)

 

(732) 889-3111

(Registrant’s telephone number, including area code)

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, $0.0001 par value   CNTN   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 
 

 

Item 7.01 Regulation FD Disclosure.

 

On June 16, 2026, Canton Strategic Holdings, Inc. (the “Company”) issued a press release announcing the 2026 Share Repurchase Program (as defined below), a copy of which is attached hereto as Exhibit 99.1.

 

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, will not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

 

Item 8.01 Other Events.

 

2026 Share Repurchase Program

 

On June 11, 2026, the Board of Directors the Company approved a share repurchase program (the “2026 Share Repurchase Program”) providing for the repurchase of up to $50 million of the Company’s outstanding shares of Common Stock. Under the 2026 Share Repurchase Program, the Company is authorized to repurchase shares of Common Stock through open market purchases, privately-negotiated transactions, or otherwise in accordance with applicable federal securities laws, including through trading plans established to comply with Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The 2026 Share Repurchase Program does not obligate the Company to repurchase shares of Common Stock and the specific timing and amount of repurchases will vary based on available capital resources and other financial and operational performance metrics, market conditions, securities law limitations and other factors.

 

In connection with the 2026 Share Repurchase Program, on June 12, 2026, the Company entered into a Rule 10b-18 Repurchase Agreement (the “10b-18 Plan”) with Virtu Americas LLC (the “Broker”) whereby the Broker has agreed to act as a non-exclusive agent on behalf of the Company to repurchase shares of Common Stock in the open market pursuant to Rule 10b-18 of the Exchange Act. The 10b-18 Plan will continue in effect until terminated by either the Company or the Broker, with or without cause, upon written notice to the other party. The Company will pay the Broker a commission at a rate of $0.02 for each share of Common Stock repurchased pursuant to the 10b-18 Plan.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description of Exhibit
99.1   Press Release, dated June 16, 2026
104   The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 16, 2026 Canton Strategic Holdings, Inc.
   
  /s/ Mark Wendland
  Mark Wendland
  Chief Executive Officer

 

-3-

 

Exhibit 99.1

 

Canton Strategic Holdings, Inc. Announces Authorization of Share Repurchase Program

 

NEW YORK, June 16, 2026 — Canton Strategic Holdings, Inc., (NASDAQ: CNTN) (“Canton Strategic Holdings” or the “Company”) the first publicly traded company to leverage Canton Coin (“CC”) to support the Canton Network’s ability to digitize traditional financial markets, today announced today announced that its Board of Directors (the “Board”) has authorized a share repurchase program granting the company authority to repurchase up to $50 million in common stock.

 

“This share repurchase program directly reflects our confidence in the strength of our platform and our ability to drive long-term value for shareholders,” said Mark Wendland, Chairman and CEO, Canton Strategic Holdings. “As we continue to build revenue generation opportunities that align with our mission of advancing institutional adoption of the Canton Network, this repurchase program provides an opportunity to return capital to shareholders in a meaningful way.”

 

Under the program, Canton Strategic Holdings may repurchase shares of its common stock from time to time on the open market or otherwise. Repurchases will be conducted in accordance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended.

 

The timing, amount, and method of any share repurchases will be determined by management based on market conditions, share price, trading volume, capital requirements, regulatory considerations, and other factors. The program does not obligate the Company to repurchase any particular number of shares and may be modified, suspended, or terminated at any time at the Board’s discretion.

 

About Canton Strategic Holdings, Inc.

 

Canton Strategic Holdings, Inc. (NASDAQ: CNTN), is the first publicly traded company to leverage Canton Coin and support the Canton Network to advance institutional blockchain adoption and the digitization of financial markets. In addition to driving value through activities on the Canton Network, the Company also operates clinical-stage biotech research and development. For more information, visit www.cantonstrategic.com.

 

Cautionary Note Regarding Forward-Looking Statements

 

This press release contains statements that constitute “forward-looking statements” within the meaning of U.S. federal securities laws. Forward-looking statements are statements other than historical facts and include, without limitation, those regarding management expectations, strategy execution, market conditions, and the Company’s involvement with the Canton Network. These statements are based on current expectations and involve risks and uncertainties that may cause actual results to differ materially. Further information regarding factors that may affect the Company’s prospects is included in its annual and quarterly reports filed with the U.S. Securities and Exchange Commission, available at www.sec.gov. The Company undertakes no obligation to update these statements except as required by law.

 

Canton is a registered trademark of Digital Asset (Switzerland) GmbH. Digital Asset is not affiliated with, and has not sponsored or endorsed, the operations of Canton Strategic Holdings, Inc.

 

Contacts

 

Media:

Gasthalter & Co.

(212) 257-4170

[email protected]

 

Investors: 

[email protected]

 

X: @CantonStrategic

LinkedIn: https://www.linkedin.com/company/cantonstrategicholdings/

Website: www.cantonstrategic.com