LITS 8-K
Lite Strategy, Inc. (LITS)
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed on Form 8-K by Lite Strategy, Inc. (the Company) with the Securities and Exchange Commission (the SEC) on November 18, 2025, the Board of Directors (the Board) of the Company appointed Justin J. File as Chief Executive Officer, effective as of November 14, 2025, in addition to his current roles of Chief Financial Officer and Secretary. On December 23, 2025, the Company and Mr. File entered into an employment agreement, effective November 14, 2025 (the 2025 File Employment Agreement), commemorating this appointment and replacing Mr. File’s prior amended and restated employment agreement with the Company, dated August 1, 2024, which was previously filed with the SEC as Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on March 7, 2025. The terms of the 2025 File Employment Agreement with the Company are discussed below in this Current Report on Form 8-K.
Approval of Amended and Restated Justin J. File Employment Agreement
The 2025 File Employment Agreement provides for (i) a base salary of $575,000, effective as of October 1, 2025, (ii) a target annual bonus opportunity of 50% base salary, effective for the fiscal year beginning July 1, 2025, (iii) eligibility to participate in the Company’s health, retirement, expense reimbursement, and other benefit plans on terms no less favorable than those provided to other senior executives of the Company, and (iv) eligibility to receive equity awards on similar terms as other senior executives of the Company under the Company’s equity compensation plan. The term of the 2025 File Employment Agreement commences as of November 14, 2025 and continues indefinitely until termination by either Mr. File or the Company, as described below.
Under the 2025 File Employment Agreement, if Mr. File’s employment is terminated (i) by the Company other than for cause, (ii) by Mr. File for good reason, or (iii) due to Mr. File’s death or disability (in each case, as defined in the 2025 File Employment Agreement), Mr. File will be eligible to receive the following severance benefits (collectively, the Severance Benefits):
Except in the case of Mr. File’s death, the payment of the Severance Benefits will be conditioned upon Mr. File’s execution of an effective release of claims.
The 2025 File Employment Agreement also provides that if the Company terminates Mr. File’s employment without cause in the three month period prior to a change in control at the request of the other party to the change in control transaction, or if upon or within two years following a change in control, Mr. File’s employment is terminated by the Company without cause or by Mr. File for good reason, then Mr. File’s outstanding stock options will fully vest and become exercisable as of his termination date, provided that he signs an effective release of claims.
In connection with his entering into the 2025 File Employment Agreement, Mr. File entered into an Employee Proprietary Information and Inventions Agreement (the Proprietary Information Agreement), dated December 23, 2025, which will replace and supersede his prior proprietary information agreement, dated June 9, 2023.
The foregoing summary of the 2025 File Employment Agreement and the Proprietary Information Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the 2025 File Employment Agreement and the Proprietary Information Agreement. The full text of the 2025 File Employment Agreement is attached as Exhibit 10.1 and the full text of the Proprietary Information Agreement is attached as Exhibit 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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10.1 |
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Employment Agreement between the Company and Justin J. File, dated December 23, 2025 |
10.2 |
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Employee Proprietary Information and Inventions Agreement between the Company and Justin J. File, dated December 23, 2025 |
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.
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LITE STRATEGY, INC. |
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Date: |
December 30, 2025 |
By: |
/s/ Justin J. File |
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Justin J. File |
Exhibit 10.1
Execution Version
9920 Pacific Heights Blvd., Suite 150
San Diego, CA 92121
(858) 369-7100
December 23, 2025
Dear Justin,
This Employment Agreement (this “Agreement”), effective as of November 14, 2025 (the “Effective Date”), confirms the terms of your employment with Lite Strategy, Inc. (formerly known as MEI Pharma, Inc., the “Company”).
WHEREAS, you are currently employed by the Company pursuant to the terms of the Amended and Restated Employment Agreement between you and the Company, dated March 3, 2025 (the “Prior Agreement”), pursuant to which you serve as acting Chief Executive Officer, the Chief Financial Officer, and Secretary of the Company;
WHEREAS, the Company has determined that it is in the best interest of the Company to appoint you as the Chief Executive Officer of the Company, effective as of the Effective Date, alongside your current roles of Chief Financial Officer and Secretary, pursuant to the terms of this Agreement; and
WHEREAS, this Agreement supersedes and replaces the Prior Agreement, effective as of the Effective Date.
NOW, THEREFORE, in consideration of the mutual promises and undertakings herein contained, and intending to be legally bound hereby, you and the Company agree as follows:
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The Company’s payment of the Severance Benefits to you shall be conditioned upon your execution of an effective Release. Except for providing you with the Severance Benefits, you are not eligible for any severance pay or other benefits from the Company, other than salary and PTO amounts that you have earned but that have not yet been paid to you, vested benefits under the Company’s benefit plans (other than any severance plan), and your vested rights under the Company’s equity plans.
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[Signature Page Follows]
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Exhibit 10.1
Execution Version
By signing below and accepting this Agreement, you will acknowledge and agree that the length of employment, promotions, positive employment reviews, pay increases, bonuses, increases in job duties or responsibilities and other changes during employment will not change the at-will term of your employment with the Company and will not create any implied contract requiring cause for termination of employment.
If you agree to the terms of this Agreement, please countersign below where indicated.
Sincerely,
Lite Strategy, Inc.
By: _____________________________
Title:
Agreement accepted:
_____________________________ Date:
Justin File
Exhibit A
LITE STRATEGY, INC.
EMPLOYEE PROPRIETARY INFORMATION
AND INTELLECTUAL PROPERTY AGREEMENT
In consideration of my employment or continued employment by Lite Strategy, Inc. (the “Company”), and the compensation now and hereafter paid to me, I hereby agree as follows:
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Proprietary Information does not include information that: (i) was already in my possession or known to me prior to the commencement of my employment or service with the Company; (ii) is or has become part of the public domain or otherwise generally available to the public through means other than an improper disclosure by me; (iii) is provided to me on a non-confidential basis at any time by sources with the legal right to disclose and authorize the use of such information; (iv) has been independently developed by me without use of Company information; and/or (v) constitutes my general knowledge, skill, and experience. Notwithstanding the foregoing, any information that is required to be maintained as confidential or private pursuant to any federal, state, local, administrative, or other law, statute, rule, or regulation shall be included within the definition of Confidential Information.
The term “Inventions” means all inventions, trade secrets, ideas, processes, information, materials, formulas, results, assays, compositions, flow charts, reports, laboratory notebooks, algorithms, software (including all firmware, source code, object code, and executable code), data, databases, programs, works of authorship, works, know-how, improvements, discoveries, developments, designs, techniques, audio, visual, audiovisual, multimedia and graphical works, publications, derivative works, modifications, content, social media and online accounts, domains, usernames, passcodes, proposals, prototypes, products, services, components, systems, specifications, requirements, manuals, parameters, and any and all tangible embodiments and any portions of any of the foregoing (whether or not technical, patentable, copyrightable or published), including the foregoing in any and all forms and media known now or later.
The term “Proprietary Rights” means all copyrights, design rights, economic rights, mask works, database rights, know-how, trade secrets, trademarks, service marks, domain names, trade names, brand names, source, business or product identifiers, patents, utility models, the right of priority, the right of publication, publicity rights, privacy rights, shop rights, and all other intellectual property or proprietary rights (whether or not registered), including all applications, registrations, certificates, grants, renewals and goodwill, all rights to claim priority, file applications (including continuations, divisionals, continuations-in-part and foreign counterparts), and obtain grants, renewals and
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extensions, all rights to assert, defend and recover title, all rights to sue and recover for any past, present and future infringement, misappropriation, violation, injunctive relief, damages, lost profits, royalties, payments and proceeds, all rights to internally and externally reproduce, prepare derivative works based upon, display, perform, distribute, use, make, sell, offer to sell, import, license, and exploit works, derivative works, copies, products, methods and services, all rights to the results and proceeds, and all other related rights.
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I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS.
Dated: _____________
(Signature)
(Printed Name)
ACCEPTED AND AGREED TO:
Lite Strategy, Inc.
By:
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Exhibit 10.1
Execution Version
Exhibit A
Exclusion
CALIFORNIA: California Labor Code Sections 2870 to 2872 provide in part: “Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the employee for the employer.” The foregoing does not forbid or restrict the right of an employer to provide for full title to certain patents and inventions to be in the United States, as required by contracts between the employer and the United States or any of its agencies.
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Exhibit 10.2
LITE STRATEGY, INC.
EMPLOYEE PROPRIETARY INFORMATION
AND INTELLECTUAL PROPERTY AGREEMENT
In consideration of my employment or continued employment by Lite Strategy, Inc. (the “Company”), and the compensation now and hereafter paid to me, I hereby agree as follows:
Proprietary Information does not include information that: (i) was already in my possession or known to me prior to the commencement of my employment or service with the Company; (ii) is or has become part of the public domain or otherwise generally available to the public through means other than an improper disclosure by me; (iii) is provided to me on a non-confidential basis at any time by sources with the legal right to disclose and authorize the use of such information; (iv) has been independently developed by me without use of Company information; and/or (v) constitutes my general knowledge, skill, and experience. Notwithstanding the foregoing, any information that is required to be maintained as confidential or private pursuant to any federal, state, local, administrative, or other law, statute, rule, or regulation shall be included within the definition of Confidential Information.
The term “Inventions” means all inventions, trade secrets, ideas, processes, information, materials, formulas, results, assays, compositions, flow charts, reports, laboratory notebooks, algorithms, software (including all firmware, source code, object code, and executable code), data, databases, programs, works of authorship, works, know-how, improvements, discoveries, developments, designs, techniques, audio, visual, audiovisual, multimedia and graphical works, publications, derivative works, modifications, content, social media and online accounts, domains, usernames, passcodes, proposals, prototypes, products, services, components, systems, specifications, requirements, manuals, parameters, and any and all tangible embodiments and any portions of any of the foregoing (whether or not technical, patentable, copyrightable or published), including the foregoing in any and all forms and media known now or later.
The term “Proprietary Rights” means all copyrights, design rights, economic rights, mask works, database rights, know-how, trade secrets, trademarks, service marks, domain names, trade names, brand names, source, business or product identifiers, patents, utility models, the right of priority, the right of publication, publicity rights, privacy rights, shop rights, and all other intellectual property or proprietary rights (whether or not registered), including all applications, registrations, certificates, grants, renewals and goodwill, all rights to claim priority, file applications (including continuations, divisionals, continuations-in-part and foreign counterparts), and obtain grants, renewals and extensions, all rights to assert, defend and recover title, all rights to sue and recover for any past, present and future infringement, misappropriation, violation, injunctive relief, damages, lost profits, royalties, payments and proceeds, all rights to internally and externally reproduce, prepare derivative works based upon, display, perform, distribute, use, make, sell, offer to sell, import, license, and exploit works, derivative works, copies, products, methods and services, all rights to the results and proceeds, and all other related rights.
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I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS.
Dated: _____________
(Signature)
(Printed Name)
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ACCEPTED AND AGREED TO:
Lite Strategy, Inc.
By:
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Exhibit 10.2
Exhibit A
Exclusion
CALIFORNIA: California Labor Code Sections 2870 to 2872 provide in part: “Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the employee for the employer.” The foregoing does not forbid or restrict the right of an employer to provide for full title to certain patents and inventions to be in the United States, as required by contracts between the employer and the United States or any of its agencies.