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
February3, 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 communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications<br> 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. ☐
Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
On February 3, 2026, the board of directors (the “Board”) of Streamex Corp. (the “Company”) appointed Mr. Anthony Marciano as an independent director on the Board for a term expiring at 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, and as a member of the Audit Committee.
Anthony Marciano, age 64, joins the Board bringing more than 40 years of experience in finance and academics. Anthony Marciano is a Clinical Professor of Finance at the Leonard N. Stern School of Business at New York University, a position he has held since August 2007. Professor Marciano teaches corporate finance courses to MBA students, undergraduates, and executives, and has overseen the Michael Price Student Investment Fund. He has been named to BusinessWeek's list of outstanding faculty. Prior to joining NYU Stern, he taught advanced corporate finance and M&A courses at MIT Sloan School of Management and served as a Clinical Professor of Finance at the University of Chicago Graduate School of Business from 1994-2006. Earlier in his career, Marciano held senior positions at Goldman Sachs, Morgan Stanley, and Drexel Burnham Lambert. He earned his MBA from MIT Sloan School of Management and his BA in Computer Science from Dartmouth College. Mr. Marciano’s deep expertise in management and finance positions him as a highly valuable asset to our Board.
On February 3, 2026, Mr. Marciano executed an offer letter (the “Marciano Offer Letter”) with the Company in connection with his appointment. As set forth in the Marciano Offer Letter, Mr. Marciano will 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. Marciano 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. Marciano is also eligible to receive annual equity compensation, the amount and form of which will be determined by the Compensation Committee in accordance with the Company’s equity compensation policies.
The foregoing summary is qualified in its entirety by reference to the Marciano Offer Letter, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and which is incorporated herein by reference.
There are no arrangements or understandings between Mr. Marciano and any other person pursuant to which Mr. Marciano was selected as a director. There are no transactions in which Mr. Marciano has an interest requiring disclosure under item 404(a) of Regulation S-K.
Item8.01 Other Events.
On February 4, 2026, the Company issued a press release announcing the appointment of Anthony Marciano 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 February 3, 2026 |
| 99.1 | Press Release, dated February 4, 2026 |
| 104 | Cover Page Interactive Data File (formatted as Inline<br> 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> February 9, 2026 | By: | /s/ Karl Henry McPhie |
|---|---|---|
| Name: | Karl Henry McPhie | |
| Title: | Chief Executive Officer |
Exhibit10.1
Via email:
February 3, 2026
To: Anthony Marciano
amm22@stern.nyu.edu
| RE: | Offer to Join the Board of Directors |
|---|
Dear Anthony,
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 |
| ● | Equity compensation: To be determined annually by the Compensation Committee of the Board in<br> 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<br> Lekstrom |
| Title: | Chairman |
| Agreed and Accepted: | |
| --- | --- |
| /s/ Anthony Marciano | |
| By: | Anthony<br> Marciano |
| Name: | Anthony<br> Marciano |
| Date: | February<br> 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. (NASDAQ: STEX) Appoints AnthonyMarciano, Clinical Professor of Finance at NYU Stern to Board of Directors
**Winter Park, FL, – February 4, 2026 –**Streamex Corp. (“Streamex” or the “Company”) (NASDAQ: STEX), a leader in institutional-grade tokenization and digital asset infrastructure, today announced the appointment of Anthony Marciano, Clinical Professor of Finance at NYU Stern School of Business, to its Board of Directors. In this role, Marciano will bring deep expertise in corporate finance, mergers and acquisitions, and financial markets to strengthen Streamex’s governance and strategic capital markets initiatives. He is joining as an independent director.
“Anthony is an outstanding addition to our Board. His deep-rooted expertise in institutional finance, combined with a strong commitment to independent corporate governance brings tremendous value at a pivotal stage in our growth.” Said Henry McPhie, CEO and Co-Founder of Streamex. “With significant experience spanning Goldman Sachs, Morgan Stanley, and NYU Stern, as well as deep M&A expertise, Anthony will be instrumental as we continue to scale Streamex, GLDY, and beyond.”
“I am excited to join Streamex. Its distinctive, value-added and business-driven approach to tokenization is truly compelling.” Said Anthony Marciano, “I am especially enthusiastic about bringing together my long-standing studies in finance and computer science and collaborating with the Streamex team, whose integrity and professionalism I know firsthand to be second to none.”
About Anthony Marciano
Anthony Marciano is a Clinical Professor of Finance at the Leonard N. Stern School of Business at New York University, a position he has held since August 2007. Professor Marciano teaches corporate finance courses to MBA students, undergraduates, and executives, and has overseen the Michael Price Student Investment Fund. He has been named to BusinessWeek’s list of outstanding faculty. Prior to joining NYU Stern, he taught advanced corporate finance and M&A courses at MIT Sloan School of Management and served as a Clinical Professor of Finance at the University of Chicago Graduate School of Business from 1994-2006. Earlier in his career, Marciano held senior positions at Goldman Sachs, Morgan Stanley, and Drexel Burnham Lambert. He earned his MBA from MIT Sloan School of Management and his BA in Computer Science from Dartmouth College.
About Streamex Corp.
Streamex Corp. (NASDAQ: STEX) is a vertically integrated technology and infrastructure company focused on the tokenization and digitalization of real-world assets. Streamex provides institutional-grade solutions that bring traditional commodities and assets on-chain through secure, regulated, and yield-bearing financial instruments. The company is committed to delivering transparent, scalable, and compliant digital asset solutions that bridge the gap between traditional finance and blockchain-enabled markets.
For more information, visit www.streamex.com or follow the company on X (Twitter) at @streamex.
Forward-Looking Statements
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 leadership impact. 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
Streamex Press & Investor Relations
Adele Carey – Alliance Advisors Investor Relations
IR@streamex.com | acarey@allianceadvisors.com
Henry McPhie
Chief Executive Officer, Streamex Corp.
contact@streamex.com | www.streamex.com | X.com/streamex