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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): September 12, 2025
| STRIVE,
INC. |
| (Exact name of Company as specified in its charter) |
| Nevada |
|
001-41612 |
|
88-1293236 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 200 Crescent Ct, Suite 1400, Dallas, TX |
|
75201 |
| (Address of principal executive offices) |
|
(Zip Code) |
| (855) 427-7360 |
| (Company’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 Company 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 |
| Class A Common Stock, $0.001 par value per share |
|
ASST |
|
The Nasdaq Stock Market LLC |
Indicate by check
mark whether the Company is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities
Exchange Act of 1934.
Emerging Growth Company ☒
If an emerging growth company, indicate by check
mark if the Company 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 4.01
Changes in Registrant’s Certifying Accountant.
As previously disclosed, on September 12, 2025, Strive, Inc., a Nevada
corporation, which was, until September 12, 2025, known as Asset Entities Inc. (the “Company”), completed the merger whereby
Alpha Merger Sub, Inc., an Ohio corporation and a direct, wholly owned subsidiary of Asset Entities Inc. merged with and into Strive Enterprises,
Inc., an Ohio corporation, with Strive Enterprises, Inc. as the surviving corporation and as a direct, wholly owned subsidiary of the
Company (the “Merger”), which closed on September 12, 2025 (the “Closing Date”).
WWC, P.C. (“WWC”) served as the Company’s independent
registered public accounting firm for the fiscal years ended December 31, 2024 and 2023. KPMG LLP (“KPMG”) served as the independent
registered public accounting firm for the fiscal years ended December 31, 2024 and 2023 for Strive Enterprises, Inc. On the Closing Date,
it was determined that WWC would be dismissed and KPMG would serve as the independent registered public accounting firm for the Company
beginning with the fiscal year ending December 31, 2025. The decision to dismiss WWC and to engage KPMG was made by the audit committee
of the Board of Directors of the Company (the “Board”) on the Closing Date with immediate effect.
WWC’s reports
on the Company’s financial statements for the fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion
or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
For the fiscal
years ended December 31, 2024 and 2023 and during the subsequent periods through the date of this Current Report on Form 8-K, there were
no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) between the Company and
WWC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of WWC, would have caused WWC to make reference to the subject matter of the disagreements in connection
with WWC’s report on the Company’s financial statements for such fiscal year. For the fiscal years ended December 31, 2024
and 2023 and during the subsequent periods through the date of this Current Report on Form 8-K, there were no reportable events (as described
in Item 304(a)(1)(v) of Regulation S-K).
The Company provided
WWC with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (the “SEC”)
and requested that WWC provide the Company with a letter addressed to the SEC stating whether WWC agrees with the statements made by
the Company in response to Item 304(a) of Regulation S-K. A copy of that letter, dated September 15, 2025, furnished by WWC in response
to that request, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
During the Company’s two most recent fiscal years ended December
31, 2024 and December 31, 2023, and for the subsequent interim period through the Closing Date, neither the Company nor anyone on its
behalf consulted KPMG regarding (i) the application of accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the consolidated financial statements of the Company, in connection with which
either a written report or oral advice was provided to the Company that KPMG concluded was an important factor considered by
the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the
subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto or a
reportable event as described in Item 304(a)(1)(v) of Regulation S-K.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement.
Executive Employment Agreements
On September 15, 2025, the Company entered into
Executive Employment Agreements (each, an “Agreement,” and collectively, the “Agreements”) with each of Matthew
Cole, Benjamin Pham, Logan Beirne and Arshia Sarkhani (each, an “Executive,” and collectively, the “Executives”)
as described below.
Position and Term
Pursuant to the terms of the Agreements, Mr. Cole
will serve as the Company’s Chief Executive Officer and Chief Investment Officer, Mr. Pham will serve as the Company’s Chief
Financial Officer, Mr. Beirne will serve as the Company’s Chief Legal Officer and Mr. Sarkhani will serve as the Company’s
Chief Marketing Officer. The term of each of the Executives’ employment commenced on the Closing Date, and shall be of an indefinite
duration and may be terminated by either the Company or the Executive for any reason upon 30 days’ prior written notice.
Compensation
Mr. Cole’s Agreement provides for an annual
base salary of $800,000 and an annual performance-based bonus with a target of 200% of base salary, subject to achievement of performance
metrics to be determined by the Board in consultation with Mr. Cole. Mr. Cole’s Agreement also provides that Mr. Cole may participate
in the Company’s equity incentive plan, subject to the terms of such plan, as determined by the Board in its sole discretion. Additionally,
Mr. Cole’s Agreement provides (i) for a one-time transaction bonus in connection with the closing of the Merger, in an amount equal
to $2,000,000 to be paid promptly after the Closing Date and (ii) subject to the applicable approvals (including shareholder approval
of the applicable action with respect to the Company’s equity plan) and Mr. Cole’s continued employment through the Company’s
next annual shareholders meeting, for the grant of time-vesting restricted stock units with a value of $17,000,000, with the number of
shares underlying the restricted stock unit award to be determined based on the average closing price of the Company’s common stock
for the six month period beginning the day after the Closing Date (the “Future CEO Grant”), with the Future CEO Grant to vest
in five substantially equal installments on each of the first five anniversaries of the Closing Date, subject to Mr. Cole’s continued
employment through each vesting date; provided that the vesting will be accelerated upon a Change in Control (as defined in the
equity incentive plan) or a termination of Mr. Cole’s employment by the Company without Cause, by Mr. Cole with Good Reason or due
to death or Disability (each capitalized term as defined in Mr. Cole’s Agreement).
Mr. Pham’s Agreement provides for an annual
base salary of $500,000 and an annual performance-based bonus with a target of 100% of base salary, subject to achievement of performance
metrics to be determined by the Board in consultation with Mr. Cole. Mr. Pham’s Agreement also provides that Mr. Pham may participate
in the Company’s equity incentive plan, subject to the terms of such plan, as determined by the Board in its sole discretion.
Mr. Beirne’s Agreement provides for an annual
base salary of $500,000 and an annual performance-based bonus with a target of 100% of base salary, subject to achievement of performance
metrics to be determined by the Board in consultation with Mr. Cole. Mr. Beirne’s Agreement also provides that Mr. Beirne may participate
in the Company’s equity incentive plan, subject to the terms of such plan, as determined by the Board in its sole discretion.
Mr. Sarkhani’s Agreement provides for an
annual base salary of $350,000 and an annual performance-based bonus with a target of 50% of base salary, subject to achievement of performance
metrics to be determined by the Board in consultation with Mr. Cole. Mr. Sarkhani’s Agreement also provides that Mr. Sarkhani may
participate in the Company’s equity incentive plan, subject to the terms of such plan, as determined by the Board in its sole discretion.
Each of the Executives are also entitled to participate
in the Company’s employee benefit plans, perquisites and vacation scheme as are made generally available from time to time to executives
of the Company. The Company shall also reimburse each of the Executives for all reasonable and necessary business, entertainment and travel
expenses incurred in the performance of their respective job duties. In addition, the Company will provide each of the Executives with
life insurance policy naming each of the Executive’s respective designated beneficiary or beneficiaries as the sole beneficiary
or beneficiaries (which, for Mr. Cole, will provide for a death benefit of no less than $4,800,000). Mr. Cole’s Agreement also provides
that the Company will provide him with appropriate security services at a maximum annual amount of $250,000 per year, subject to review
by the Board for potential increase.
Payment in Connection with Termination of Employment
Where an Executive’s employment is terminated
by the Company for Cause (as defined in the Agreements), or by the Executive voluntarily without Good Reason (as defined in the Agreements),
the Company shall pay to the terminating Executive any accrued but unpaid base salary and accrued but unused vacation, unreimbursed business
expenses properly incurred by the Executive and employee benefits (including equity compensation), if any, to which the Executive may
be entitled under the Company’s employee benefit plans as of the date of termination of employment (collectively, the “Accrued
Amounts”).
If an Executive’s employment is terminated
on account of the Executive’s death or Disability (as defined in the Agreements), the Company shall pay to the Executive the Accrued
Amounts and, subject to the Executive’s (or, if applicable, Executive’s estate or beneficiaries) timely execution and non-revocation
execution of a release of claims in favor of the Company (the “Release”), (i) a prorata portion of the Executive’s bonus
for the year in which termination of employment occurs based on actual achievement of the applicable performance goals during the year
of termination of employment (the “Prorata Bonus”), (ii) full vesting of all equity awards that vest solely based on continued
service with the Company (the “Service-Based Equity Acceleration”), (iii) vesting of all equity awards that vest based on
the attainment of performance goals based on actual performance for any open performance periods (the “Performance-Based Equity
Acceleration”), (iv) the Executive’s estate and/or beneficiaries elects continued health benefits coverage under the Consolidated
Omnibus Budget Reconciliation Act of 1985 (“COBRA”), reimbursement of the cost of the premiums for such coverage for the Executive’s
dependents for (x) in the case of Executive’s death, 36 months following the Executive’s death and (y) in the case of Executive’s
Disability, 24 months following the date on which Executive’s employment terminated due to Disability and (iv) continued indemnification
under the Company’s director and officer’s liability insurance for a period of six years following the termination date (the
“D&O Coverage Continuation”). If an Executive’s employment with the Company terminates due to the Executive’s
Disability resulting from an intentional violent act of a third party targeting the Executive, subject to the Executive’s (or, if
applicable, the Executive’s estate or beneficiaries) timely execution and non-revocation of the Release, the Executive will receive
an additional payment equal to one times (or, in the case of Mr. Cole, one and a half times) base salary and the Executive’s target
annual bonus.
If an Executive’s employment is terminated
by the Company without Cause, or by the Executive for Good Reason, the Company shall pay the terminating Executive the Accrued Amounts,
and subject to the timely execution and non-revocation of the Release, the Executive will also be entitled to receive: (i) a lump sum
payment in an amount equal to (x) for Mr. Cole, two times the sum of Mr. Cole’s base salary and target annual bonus for the year
in which the termination date occurs and (y) for Messrs. Pham, Beirne and Sarkhani, one times the sum of their respective base salaries
and respective target annual bonuses for the year in which the termination date occurs, (ii) the Prorata Bonus, (iii) a payment equal
to any earned but unpaid annual bonus with respect to any completed fiscal year immediately preceding the termination date that will be
paid on the same date as payments for annual bonuses are made to similarly situated executive of the Company (the “Prior Year Bonus”),
(iv) the Service-Based Equity Acceleration, (v) the Performance-Based Equity Acceleration and (vi) if the Executive elects continued health
benefits coverage under COBRA, reimbursement of the cost of the premiums for such coverage for the Executive and their dependents (x)
for Mr. Cole, for 24 months following Mr. Cole’s termination of employment and (y) for Messrs. Pham, Beirne and Sarkhani, for 12
months following such Executive’s termination.
If an Executive’s employment is terminated
by the Company without Cause, or by the Executive for Good Reason, in each case within 24 months immediately following a Change in Control,
the Company shall pay to the terminating Executive the Accrued Amounts, and subject to the timely execution and non-revocation of the
Release, the Executive will be entitled to receive: (i) a lump sum payment in an amount equal to (x) for Mr. Cole, three times the sum
of the Mr. Cole’s base salary and target annual bonus for the year in which the termination date occurs and (y) for Messrs. Pham,
Beirne and Sarkhani, two times the sum of the Executive’s respective base salary and target annual bonus for the year in
which the termination date occurs, (ii) the Prior Year Bonus, (iii) the Prorata Bonus, (iv) the Service-Based Equity Acceleration, (v)
vesting of all equity awards that vest based on the attainment of performance goals at the greater of target and actual performance for
any open performance periods and (vi) if the Executive elects continued health benefits coverage under COBRA, reimbursement of the cost
of the premiums for such coverage for the Executive and their dependents (x) for Mr. Cole, for 36 months following Mr. Cole’s termination
of employment and (y) for Messrs. Pham, Beirne and Sarkhani, for 24 months following such Executive’s termination of employment.
The foregoing description is only a summary of
the Agreements and is qualified in its entirety by reference to the full text of the Agreements. Copies of the Agreements will be filed
as an exhibit to the Company’s Current Report on Form 10-Q.
Item 8.01.
Other Events
Amendment
No. 1 to the Subscription Agreement
As previously
disclosed, the Company entered into subscription agreements (each an “Original Subscription Agreement” and together the “Original
Subscription Agreements”) with certain accredited investors (the “Subscribers”). A description of the Original Subscription
Agreements was disclosed in the Company’s Current Report on Form 8-K, filed with the SEC on May 27, 2025, which is incorporated
herein by reference. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Original Subscription
Agreements.
On September
15, 2025, the Company entered into amendments (each a “Subscription Agreement Amendment” and together the “Subscription
Agreement Amendments”) with certain accredited investors (the “Subscribers”) to amend the Original Subscription Agreements
to permit the Company to conduct an at-the-market offering of the Common Stock at a per-sale offering equal to or greater than $2.50
per share (the “Amendment”).
The Subscribers
represent a majority in interest of the Placement Shares offered pursuant to the Original Subscription Agreements required to amend such
agreements for the Amendment.
The representations,
warranties and covenants contained in the Subscription Agreement Amendments were made solely for the benefit of the parties thereto and
the placement agents expressly named as third-party beneficiaries thereto and may be subject to limitations agreed upon by the contracting
parties. Accordingly, the Subscription Agreements Amendments are incorporated herein by reference only to provide investors with information
regarding the terms thereof and not to provide investors with any other factual information regarding the Company or its business, and
should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.
The foregoing
description of the Subscription Agreement Amendments is not complete and is qualified in its entirety by reference to the full text of
such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 1.1 |
|
Form
of Amendment No. 1 to the Sale and Subscription Agreements, dated as of September 15, 2025, by and between Strive, Inc. and the subscribers
party thereto. |
| 16.1 |
|
Letter from
WWC, P.C. to the Securities and Exchange Commission dated September 15, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within
the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date: September 15, 2025 |
Strive, Inc. |
| |
|
| |
/s/ Matthew Cole |
| |
Name: |
Matthew Cole |
| |
Title: |
Chief Executive Officer |
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