8-K
Streamex Corp. (STEX)
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
March3, 2026
Date
of Report (Date of earliest event reported)
STREAMEX
CORP.
(Exactname of registrant as specified in its charter)
| Delaware | 001-38659 | 26-4333375 |
|---|---|---|
| (State | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification Number) |
2431Aloma Avenue, Suite 243
WinterPark, Florida 32792
(Addressof principal executive offices) (Zip code)
(203)409-5444
(Registrant’stelephone number, including area code)
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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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, par value $0.001 per share | STEX | 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. ☐
Item1.01 Entry into a Material Definitive Agreement
On March 3, 2026, Streamex Corp. (the “Company”) executed an offer letter with Shawn Matthews (such offer letter, the “Matthews Offer Letter”), in connection with Mr. Matthew’s appointment as a non-employee director of the board of directors (“Board”) of the Company. Mr. Matthews’ term of office will continue until the next annual meeting of the Company’s stockholders, or until his successor is duly elected and qualified, or his earlier death, resignation or removal. Pursuant to the Matthews Offer Letter, Mr. Matthews will serve as a non-employee director of the Board and receive compensation consistent with the Company’s non-employee director compensation policy, as in effect from time to time. Under the Company’s current policy, Mr. Matthews is entitled to an annual cash retainer of $40,000, as well as an additional annual retainer of $25,000 for each Board committee on which he serves. Mr. Matthews received a restricted stock award for 100,000 shares of the Company’s common stock, par value $0.001 (“Common Stock”), in connection with such appointment. Mr. Matthews is also eligible to receive additional annual equity compensation, the amount and form of which will be determined by the Company’s Compensation Committee (“Compensation Committee”) in accordance with the Company’s equity compensation policies. The Company will provide Mr. Matthews with the same indemnification rights afforded to its other directors under its governing documents and applicable law, including the advancement of expenses to the fullest extent permitted. Additionally, the Company will maintain directors and officers liability insurance covering Mr. Matthews in his capacity as a director, on terms no less favorable than those applicable to other members of the Board. Such coverage will remain in effect for the duration of Mr. Matthews’ duration of service and for any applicable tail period following his departure, as required by law or Company policy.
The foregoing description of the Matthews Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Matthews Offer Letter, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1.
Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
The disclosures in this Current Report on Form 8-K under Item 1.01 are incorporated herein by reference.
On March 3, 2026, the Board appointed Mr. Shawn Matthews as an independent director of the Board and as a member of the Compensation Committee, such appointment effective upon his acceptance of the Matthews Offer Letter. Mr. Matthews’ term of office will continue until the next annual meeting of the Company’s stockholders, or until his successor is duly elected and qualified, or his earlier death, resignation or removal.
Shawn Matthews is currently the Founder and Chief Investment Officer of Hondius Capital Management, a global alternative asset manager. In this role, he has oversight of and responsibility for all firm investments. Mr. Matthews has been actively investing in global markets for over 30 years, with the majority of his career focused on trading across asset classes. Prior to founding Hondius Capital Management, Mr. Matthews served as Chief Executive Officer of Cantor Fitzgerald & Co. (“Cantor Fitzgerald”) from 2009 through April 2018. Before becoming Chief Executive Officer at Cantor Fitzgerald, he held a number of senior investment leadership roles there, including Head of Capital Markets and Head of Mortgage Trading. Earlier in his career, Mr. Matthews worked as a fixed income derivatives trader, traded privatization certificates in Eastern Europe, and later founded both an equity-focused hedge fund, Alchemist Capital Management, and a fixed income broker-dealer, West Side Capital. Mr. Matthews holds a Bachelor of Science in Finance from Fairfield University and an MBA from Hofstra University.
The terms of Mr. Matthews’ appointment as an independent director, including, amongst other things, compensation, are further set forth in the Matthews Offer Letter described in Item 1.01 of this Current Report on Form 8-K.
Item8.01 Other Events.
On March 3, 2026, the Company issued a press release announcing the appointment of Shawn Matthews to its Board.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description |
|---|---|
| 10.1 | Offer Letter, dated March 3, 2026 |
| 99.1 | Press Release, dated March 3, 2026 |
| 104 | Cover<br> 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.
| Date:<br> March 6, 2026 | By: | /s/ KarlHenry McPhie |
|---|---|---|
| Name: | Karl<br> Henry McPhie | |
| Title: | Chief<br> Executive Officer |
Exhibit10.1
March 3, 2026
To: Shawn Matthews
Via email
| RE: | Offer to Join the Board<br> of Directors |
|---|
Dear Shawn,
In recognition of the value your skills, expertise, and experience will bring to Streamex Corp. (the “Company”), we are pleased to extend this offer for you to serve as a member of the Company’s Board of Directors (the “Board”). Your appointment will become effective upon your acceptance of this letter and formal approval by the Board (the “Appointment Date”).
Your term will continue until the next annual meeting of shareholders and until your successor is duly elected and qualified, or until your earlier resignation, removal, or death, in accordance with applicable law and the Company’s governing documents.
Compensation
As a non-employee director, you will receive compensation consistent with the Company’s non-employee director compensation policy as may be in effect from time to time. Currently, this includes:
| ● | Annual cash retainer: USD $40,000 |
|---|---|
| ● | Committee retainer: USD $25,000 per year per committee on which you serve. |
| ● | Committee Assignment: Initially, you will serve as a member of the Compensation Committee |
| ● | Equity compensation: |
| ○ | Subject<br> to Board approval, an initial restricted stock award for 100,000 shares of common stock. |
| --- | --- |
| ○ | Additional<br> equity compensation to be determined annually by the Compensation Committee of the Board<br> in accordance with the Company’s equity compensation policies. |
Indemnificationand D&O Insurance
The Company will provide you with the same indemnification rights afforded to its other directors under its governing documents and applicable law, including the advancement of expenses to the fullest extent permitted.
In addition, the Company will maintain directors and officers liability insurance (“D&O Insurance”) covering you in your capacity as a Director, on terms no less favorable than those applicable to other members of the Board. Coverage will remain in effect for the duration of your service and for any applicable tail period following your departure as required by law or Company policy.
STREAMEX CORP. (Nasdaq: STEX)
2431 Aloma Ave Ste 243, Winter Park, Florida 32792
www.streamex.com (203) 409-5444 contact@streamex.com
ServiceExpectations and Representations
By accepting this offer, you represent and agree that:
| 1. | You<br> will devote adequate time and attention to your duties and perform them in accordance with<br> prevailing professional and fiduciary standards. |
|---|---|
| 2. | You<br> are aware of no conflict of interest that would limit your ability to serve, and you will<br> promptly notify the Board of any potential or actual conflict that may arise. |
| 3. | You<br> will not disclose or provide to the Company any confidential, proprietary, or restricted<br> materials belonging to third parties. |
| 4. | During<br> your Board service, you will refrain from engaging in activities that compete with the Company<br> or create an actual conflict of interest. |
Confidentiality
You agree to hold all confidential and non-public information of the Company in strict confidence and to use such information solely in connection with your duties as a Director, both during and after your service.
Expenses
The Company will reimburse you for reasonable travel and related expenses incurred in connection with your Board service, in accordance with the Company’s policies and upon submission of appropriate documentation within 30 days of incurrence.
Removaland Resignation
You may resign at any time by providing written notice. Your continued service is subject to the Company’s organizational documents and applicable law relating to the removal of directors.
AdditionalDocumentation
Your appointment and service may be subject to your execution of standard documentation required of directors of publicly listed companies, including acknowledgments of the Company’s code of conduct, insider trading policy, committee charters, and other compliance-related materials.
If the foregoing terms are agreeable, please indicate your acceptance by signing below and returning this letter to the Company. We look forward to your contributions as a member of the Board.
[Signaturepage follows]
STREAMEX CORP. (Nasdaq: STEX)
2431 Aloma Ave Ste 243, Winter Park, Florida 32792
www.streamex.com (203) 409-5444 contact@streamex.com
| Sincerely, | |
|---|---|
| Streamex Corp. | |
| By: | /s/ Morgan Lekstrom |
| Name: | Morgan Lekstrom |
| Title: | Executive Chairman |
Agreed and Accepted:
| By: | /s/ Shawn P. Matthews |
|---|---|
| Name: | Shawn Matthews |
| Date: | March 3, 2026 |
[SignaturePage to Offer Letter ]
STREAMEX CORP. (Nasdaq: STEX)
2431 Aloma Ave Ste 243, Winter Park, Florida 32792
www.streamex.com (203) 409-5444 contact@streamex.com
Exhibit 99.1
Streamex Corp. Appoints Shawn Matthews, Former CEO of Cantor Fitzgerald & Co. & Founder and CIO of Hondius Capital Management, to Board of Directors
WINTER PARK, Fla., March 03, 2026 (GLOBE NEWSWIRE) — Streamex Corp. (“Streamex” or the “Company”) (NASDAQ: STEX), a leader in institutional-grade tokenization and digital asset infrastructure, today is excited to announce the appointment of Shawn Matthews, Former CEO of Cantor Fitzgerald & Co. and Founder and Chief Investment Officer of Hondius Capital Management, to its Board of Directors. In this role, Mr. Matthews will bring decades of global investment, trading, and executive leadership experience to support Streamex’s strategic growth, capital markets initiatives, and governance. He is joining as an independent director.
Morgan Lekstrom, Co-Founder & Executive Chairman of Streamex said, “Shawn joins Streamex at a critical growth juncture bringing 30 years of high growth capital markets experience and connections to help accelerate our first-mover products. As a highly respected investor and operator with more than three decades of experience across global markets, his deep understanding of capital markets, risk management, and institutional investing, combined with his leadership experience as former CEO of Cantor Fitzgerald, makes him an exceptional addition to our Board. Shawn’s perspective will be invaluable as we continue to scale Streamex and expand our institutional footprint. As Executive Chairman and Co-Founder, we warmly welcome Shawn to the Streamex team.”
Shawn Matthews states, “I am honored to join the Streamex Board at such a transformative moment for the financial markets. Streamex has built and is expanding its critical infrastructure that bridges traditional finance and digital assets in a thoughtful, institutional-grade manner. My experience bridging institutional investors and strategies will lend well to accelerating Streamex as a board member. I look forward to working with the Board and management team to help guide the company’s long-term strategy and growth.”
AboutShawn Matthews
Shawn Matthews is the Founder and Chief Investment Officer of Hondius Capital Management, a global alternative asset manager. In this role, he has oversight of and responsibility for all firm investments. Mr. Matthews has been actively investing in global markets for over 30 years, with the majority of his career focused on trading across asset classes.
Prior to founding Hondius Capital Management, Mr. Matthews served as Chief Executive Officer of Cantor Fitzgerald & Co. from 2009 through April 2018. Before becoming CEO, he held a number of senior investment leadership roles at Cantor Fitzgerald, including Head of Capital Markets and Head of Mortgage Trading. Earlier in his career, Mr. Matthews worked as a fixed income derivatives trader, traded privatization certificates in Eastern Europe, and later founded both an equity-focused hedge fund, Alchemist Capital Management, and a fixed income broker-dealer, West Side Capital.
Mr. Matthews holds a Bachelor of Science in Finance from Fairfield University and an MBA from Hofstra University.
AboutStreamex Corp.
Streamex Corp. (NASDAQ: STEX) is a technology and infrastructure company focused on the tokenization and digitalization of commodity real-world assets. Streamex delivers institutional-grade solutions that bridge traditional finance and blockchain-enabled markets through secure, regulated, and yield-bearing financial instruments.
For more information, visit www.streamex.com.
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding Streamex’s business strategy, future growth, and the impact of new Board appointments. These statements are based on current expectations and assumptions that are subject to risks and uncertainties, many of which are beyond Streamex’s control, and actual results may differ materially. Factors that could cause such differences include, among others, market conditions, regulatory developments, and macroeconomic factors affecting digital asset markets. Streamex undertakes no obligation to update or revise any forward-looking statements except as required by applicable law.
Contacts
StreamexPress & Investor Relations
Adele Carey – Alliance Advisors Investor Relations
IR@streamex.com | acarey@allianceadvisors.com
Henry McPhie
Chief Executive Officer, Streamex Corp.
www.streamex.com | X.com/streamex