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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Trading |
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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; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 12, 2026, at the fiscal 2026 Annual Meeting of Stockholders (the Annual Meeting) of Lite Strategy, Inc. (the Company), the Company’s stockholders approved the Company’s 2026 Omnibus Equity Compensation Plan (the 2026 Equity Plan). The 2026 Equity Plan had been approved by the Company’s Board of Directors on December 17, 2025, subject to the approval of the stockholders, and became effective upon approval by the stockholders on February 12, 2026. The 2026 Equity Plan is attached hereto as Exhibit 10.1.
Approval of the 2026 Equity Plan by the stockholders satisfied the contingency in the previously-disclosed grant under the 2026 Equity Plan to Mr. File of options (the “Replacement Options”) to purchase 455,000 shares of the Company’s common stock, $0.00000002 par value. The terms of the grant of the Replacement Options are described in the Company’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on November 20, 2025, and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting held on February 12, 2026, there were represented, by proxy, 19,437,130 shares of the Company’s common stock, par value $0.00000002 per share (Common Stock), out of a total number of 36,785,397 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. The Company’s stockholders voted on the following four proposals at the Annual Meeting, casting their votes as described below.
Proposal 1. – Election of Director.
The following individuals, who were named as nominees in the Company’s definitive proxy statement relating to the Annual Meeting, were elected by the Company’s stockholders by a plurality of votes cast to serve until the expiration of their terms in fiscal year 2029 and until their successor is elected and qualified. Information on the vote relating to the directors standing for election is set forth below:
Nominee |
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Withheld |
Broker Non-Votes |
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Mr. Justin J. File |
7,554,160 |
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4,779,999 |
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7,102,971 |
Mr. Joshua Riezman |
7,558,908 |
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4,775,251 |
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7,102,971 |
Proposal 2. – Advisory Vote on Executive Compensation.
Proposal 2 was to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement. The proposal was approved.
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Against |
Abstain |
Broker Non-Votes |
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6,006,580 |
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5,538,689 |
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788,890 |
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7,102,971 |
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Proposal 3. – Ratification of Appointment of CBIZ CPAs.
Proposal 3 was to ratify the appointment of CBIZ CPAs, an independent registered public accounting firm, as the Company’s independent auditors for the fiscal year ending June 30, 2026. The proposal was approved.
For |
Against |
Abstain |
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18,939,953 |
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430,917 |
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66,260 |
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Proposal 4. – Approval of Lite Strategy, Inc's 2026 Omnibus Equity Compensation Plan.
Proposal 4 was to approve the Company's 2026 Omnibus Equity Compensation Plan. The proposal was approved.
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Against |
Abstain |
Broker Non-Votes |
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6,630,087 |
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5,697,274 |
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6,798 |
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7,102,971 |
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Item 9.01 Financial Statements and Exhibits.
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10.1 |
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Lite Strategy, Inc. 2026 Stock Omnibus Equity Compensation Plan (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on December 30, 2025). |
104 |
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Cover Page Interactive Data File (formatted as inline XBRL) |
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: |
February 12, 2026 |
By: |
/s/ Justin J. File |
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Justin J. File |
Exhibit 10.1
LITE STRATEGY, INC.
2026 STOCK OMNIBUS EQUITY COMPENSATION PLAN
Effective as of February 12, 2026
The Lite Strategy, Inc. 2026 Stock Omnibus Equity Compensation Plan (as amended from time to time, the “Plan”), maintained by Lite Strategy, Inc. authorizes the Compensation Committee to provide grants of equity compensation to Advisors, Employees and Non-Employee Directors who are providing services to the Company or its Affiliates and who are in a position to contribute to the long-term success of the Company or its Affiliates. The Plan is intended to encourage those Advisors, Employees and Non-Employee Directors to contribute materially to the welfare and growth of the Company and its Affiliates, and aid in attracting, retaining and motivating Advisors, Employees and Non-Employee Directors of outstanding ability, thereby benefitting the Company’s stockholders, and to align the economic interests of the participants with those of the stockholders.
The Plan is intended to replace the MEI Pharma, Inc. 2008 Stock Omnibus Equity Compensation Plan (the “2008 Plan”). No additional grants shall be made after the Effective Date under the 2008 Plan. Outstanding grants under the 2008 Plan shall continue in effect according to the 2008 Plan.
Capitalized terms used herein shall have the meanings set forth in this Section.
Notwithstanding the foregoing, if a Grant constitutes deferred compensation subject to Code Section 409A and the Grant provides for payment upon a Change in Control, then, for purposes of such payment provisions, no Change in Control shall be deemed to have occurred upon an event described in items (i) and (ii) above unless the event would also constitute a change in ownership or effective control of, or a change in the ownership of a substantial portion of the assets of, the Company under Code Section 409A.
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All Grants shall be made conditional upon the Grantee’s acknowledgement, in writing or by acceptance of the Grant, that all decisions and determinations of the Compensation Committee shall be final and binding on the Grantee, the Grantee’s beneficiaries and any other Person having or claiming an interest under such Grant.
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The Compensation Committee may grant Options to an Employee, Advisor or Non-Employee Director upon such terms as the Compensation Committee deems appropriate. The following provisions are applicable to Options:
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The Compensation Committee may issue or transfer Shares to an Employee, Advisor or Non-Employee Director under a Stock Award, upon such terms as the Compensation Committee deems appropriate. The following provisions are applicable to Stock Awards:
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The Compensation Committee may grant Stock Units, each of which shall represent one hypothetical Share, to an Employee, Advisor or Non-Employee Director, upon such terms and conditions as the Compensation Committee deems appropriate. The following provisions are applicable to Stock Units:
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The Compensation Committee may grant SARs to an Employee, Advisor, or Non‑Employee Director separately or in tandem with any Option. The following provisions are applicable to SARs:
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The Compensation Committee may grant Other Stock-Based Awards to any Employee, Advisor or Non-Employee Director, on such terms and conditions as the Compensation Committee shall determine. Other Stock-Based Awards may be awarded subject to the achievement of Performance Goals or other conditions and may be payable in cash, Shares or any combination of the foregoing, as the Compensation Committee shall determine.
The Compensation Committee may grant Dividend Equivalents in connection Stock Units or Other Stock-Based Awards. No Dividend Equivalents or dividends may be granted in connection with Options or SARs. Dividend Equivalents may be accrued as contingent cash obligations and may be payable in cash or Shares, and upon such terms as the Compensation Committee may establish, including, without limitation, the achievement of specific Performance Goals. Notwithstanding the foregoing, any Dividend Equivalents granted in connection with unvested Stock Units or Other Stock-Based Awards shall be payable only if and to the extent the underlying Stock Units or Other Stock-Based Awards are payable, as determined by the Compensation Committee.
The Compensation Committee may permit or require a Grantee to defer receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Grantee in connection with any Stock Units or Other Stock-Based Awards. If any such deferral election is permitted or required, the Compensation Committee shall establish rules and procedures for such deferrals and may provide for interest or other earnings to be paid on such deferrals. The rules and procedures for any such deferrals shall be consistent with applicable requirements of Code Section 409A.
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In the event any recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, exchange or issuance of Shares or other securities, any stock dividend or other special and nonrecurring dividend or distribution (whether in the form of cash, securities or other property other than a regular cash dividend), liquidation, dissolution, or other similar transactions or events, affects the Shares or the value thereof, then the Compensation Committee shall make such adjustment, in such manner as the Compensation Committee deems appropriate, in order to prevent dilution or enlargement of the rights of Grantees under the Plan, including adjustment in (i) the number and kind of Shares deemed to be available thereafter for Grants under Section 3, (ii) the number and kind of Shares that may be delivered or deliverable in respect of outstanding Grants, and (iii) the price per Share or the applicable market value of such Grants. In addition, the Compensation Committee shall make such adjustments as are appropriate in the terms and conditions of, and the criteria included in, Grants (including, without limitation, cancellation of Grants in exchange for the in-the-money value, if any, of the vested portion thereof, cancellation of unvested Grants for no consideration, cancellation of out-of-the-money Grants for no consideration, substitution of Grants using securities of a successor or other entity, acceleration of the time that Grants expire, or adjustment of performance targets) in recognition of unusual or nonrecurring events (including, without limitation, a Change in Control or an event described in the preceding sentence) affecting the Company or any Affiliate of the Company or the financial statements of the Company or any Affiliate of the Company, or in response to changes in applicable laws, regulations or accounting principles. Any adjustments to outstanding Grants shall be consistent with Code Sections 409A or 424, to the extent applicable. Any adjustments determined by the Compensation Committee shall be final, binding and conclusive.
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The Compensation Committee may provide in a Grant Letter terms under which Grants may vest and, as applicable, be exercisable or payable in the event of a Grantee’s termination of employment or service with the Company and any Affiliate in connection with, upon or within a specified time period after a Change of Control, or other terms as the Compensation Committee deems appropriate. In addition, in the event of a Change in Control, the Compensation Committee may take one or more of the following actions with respect to any or all outstanding Grants, without the consent of any Grantee: the Compensation Committee may (i) require that Grantees surrender their outstanding vested Options and SARs in exchange for one or more payments by the Company, in cash or Shares as determined by the Compensation Committee, in an amount equal to the amount by which the then Fair Market Value of the Shares subject to the Grantee’s unexercised, vested Options and SARs exceeds the Exercise Price of the vested Options or the base amount of the vested SARs, as applicable, (ii) provide for the cancellation of unvested Grants for no consideration, (iii) provide for the cancellation of out-of-the-money Grants for no consideration, (iv) after giving Grantees an opportunity to exercise their outstanding Options and SARs, terminate any or all unexercised Options and SARs at such time as the Compensation Committee deems appropriate, or (v) determine that outstanding Options and SARs that are not exercised shall be assumed by, or replaced with comparable options or rights by, the surviving corporation (or a parent or subsidiary of the surviving corporation), and other outstanding Grants that remain in effect after the Change in Control shall be converted to similar grants of the surviving corporation (or a parent or subsidiary of the surviving corporation). Such assumption, replacement, surrender, cancellation or termination shall take place as of the date of the Change in Control or such other date as the Compensation Committee may specify (subject to consummation of the Change in Control) and the Grantee agrees to take all necessary and desirable actions in connection with the consummation of the Change in Control as the Compensation Committee determines, including the execution of such agreements and such instruments and other actions reasonably necessary to provide appropriate representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements, releases and other provisions and agreements related to the Change in Control.
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