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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
February
9, 2026
Date
of Report (Date of earliest event reported)
STREAMEX
CORP.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-38659 |
|
26-4333375 |
| (State
|
|
(Commission |
|
(I.R.S.
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
Number) |
2431
Aloma Avenue, Suite 243
Winter
Park, Florida 32792
(Address
of principal executive offices) (Zip code)
(203)
409-5444
(Registrant’s
telephone 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
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 |
| 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. ☐
Item
1.02. Termination of a Material Definitive Agreement.
As
previously disclosed in Streamex Corp. (the “Company”) Current Report on Form 8-K, filed on January 27, 2026, the Company
delivered an irrevocable optional prepayment notice with respect to its secured convertible debentures issued to YA II PN, LTD. (the
“Holder”) (the “Yorkville Debentures”). On February 6, 2026, the Holder elected to convert $15,000,000 of principal
(with $0 of accrued interest) at a conversion price of $4.00 per share, resulting in the issuance of 3,750,000 shares of common stock.
The shares were issued pursuant to an effective registration statement on Form S-3 previously filed by the Company.
Following
the expiration of the conversion election period, the Company pre-paid the remaining amounts due under the Yorkville Debentures for an
aggregate cash payoff amount of $38,902,740, consisting of $35,000,000 of principal, $3,500,000 of prepayment premium, and $402,740 of
accrued interest. Upon payment in full, the Yorkville Debentures were satisfied and the related security interests were released.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 9, 2026, the Company announced that Morgan Lekstrom, the Company’s
Co-Founder and Chairman of the Board, has been named Executive Chairman and will join the Company’s executive leadership team.
The
Company has not, as of the date of this report, made a determination regarding any material changes to Mr. Lekstrom’s compensation
arrangements in connection with his appointment as Executive Chairman. The Company will file an amendment to this Current Report on Form
8-K within four business days after such information is determined or becomes available, if required.
Item 8.01 Other Events
On February 9, 2026, the Company issued a press
release announcing (i) the appointment of Morgan Lekstrom as Executive Chairman and (ii) the completed repayment of the Debentures and
the cancellation of the SEPA. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Additionally,
on February 13, 2026, the Company filed a prospectus supplement to register for resale 2,443,750
shares of its common stock that were previously issued to Terra Capital Natural Resources Fund Pty Ltd. on December 11, 2025.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 5.1 |
|
Opinion
of Sichenzia Ross Ference Carmel LLP |
| 99.1 |
|
Press Release, dated February 9, 2026 |
| 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 registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date: |
February 13, 2026 |
|
By: |
/s/
Karl Henry McPhie |
| |
|
|
Name: |
Karl Henry McPhie |
| |
|
|
Title: |
Chief Executive Officer |
Exhibit
99.1
Streamex
Corp. (NASDAQ: STEX) Appoints Morgan Lekstrom as Executive Chairman, & Announces Completed Repayment of Convertible Debenture and
Cancellation of SEPA
Winter
Park, FL – February 9, 2026 – Streamex Corp. (“Streamex” or the “Company”) (NASDAQ: STEX), a
leader in institutional-grade tokenization and digital asset infrastructure, today announced that its Co-Founder and Chairman, Morgan
Lekstrom, has been named Executive Chairman and will join the executive leadership team. The Company has also announced that the previously
entered into Secured Convertible Debentures with YA II PN, LTD., a Cayman Islands exempt limited company (“Yorkville” or
“Holder”) have been fully repaid and the Standby Equity Purchase Agreement (the “SEPA”) previously entered into
with Yorkville has been cancelled.
“I
am honoured and excited to step into the executive Chairman role during such a pivotal time for the company,” said Morgan Lekstrom,
Co-Founder of Streamex. “Working directly with our leadership team, partners, and stakeholders we will accelerate and execute on
our strategic vision during this critical inflection point in our growth. The convergence of traditional commodity markets with regulated
blockchain infrastructure is unprecedented, and Streamex is positioned at the forefront of this transformation.”
“I
am thrilled to welcome my co-founder, Morgan Lekstrom, to the executive team as Executive Chairman,” said Henry McPhie, Co-Founder
and CEO of Streamex. “Morgan’s leadership, expertise, and work ethic will undoubtedly accelerate our strategic execution.
His extensive experience in capital markets and company building is a powerful addition to our leadership team.”
In
addition to leadership updates, on February 6, 2026, the Company successfully completed the early repayment to Yorkville of its outstanding
Secured Convertible Debentures, announced previously. As previously announced, the SEPA with Yorkville, which the Company never utilized,
has also been terminated. These actions have effectively removed all debt and dilution overhang from Streamex’s capital structure,
positioning the Company with a clean balance sheet and greater financial flexibility as it enters 2026 and focuses on growth initiatives
and the upcoming GLDY launch.
About
Morgan Lekstrom
Morgan
Lekstrom is the co-founder of Streamex and a seasoned mining executive with over 17 years of experience in capital markets, strategic
M&A, and mining. He most recently served as CEO of NexMetals Mining Corp., developing critical metals projects in Botswana with US$150
million backing from the Export-Import Bank of the United States. Previously, as President of NexGold Mining, he orchestrated strategic
transformations through mergers with Blackwolf Copper and Gold, Treasury Metals, and Signal Gold. Lekstrom founded Streamex with Henry
McPhie 3.5 years ago and is the largest shareholder along with Henry.
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
