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2026-04-28
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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): April 28, 2026
STREAMEX
CORP.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-38659 |
|
26-4333375 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
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)
N/A
(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 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 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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment
of Director
On
April 28, 2026, the board of directors (the “Board”) of Streamex Corp. (the “Company”) appointed Mr. Mitchell
Young Williams, the Company’s Chief Investment Officer, to serve as a non-independent director of the Board for a term expiring
at the Company’s 2026 annual meeting of stockholders or until his successor is duly elected and qualified, or until the earlier
of his death, resignation or removal.
There
are no arrangements or understandings between Mr. Williams and any other persons pursuant to which he was elected as a director of the
Company. There are no family relationships between Mr. Williams and any other director or executive officer of the Company. There are
no transactions between Mr. Williams and the Company that would be required to be reported under Item 404(a) of Regulation S-K of the
Securities Exchange Act of 1934, as amended, except as described below and the Company’s Annual Report on Form 10-K for the year
ended December 31, 2025, filed with the Securities and Exchange Commission on March 31, 2026, the relevant portions of which are incorporated
herein by reference.
Williams
Amended Employment Agreement
On
April 28, 2026, the Company entered into an amended employment agreement, by and between the Company and Mitchell Young Williams, the
Company’s Chief Investment Officer (the “Williams Employment Agreement”), effective April 6, 2026 (the “Effective
Date”), which amends and restates that certain Employment Agreement, dated as of May 30, 2025, by and between the Company and Mr.
Williams. Under the Williams Employment Agreement, Mr. Williams is entitled to receive an annual base salary of $350,000 starting the
Effective Date. The Company shall review the annual salary annually and shall make any adjustments it determines are reasonable and as
approved by the Board. Mr. Williams shall also be entitled to an annual bonus each year during his employment. For the 2026 fiscal year,
Mr. Williams shall be entitled to a minimum annual bonus of no less than $100,000. In the event of a change in control the annual bonus
for the fiscal year in which such change in control occurs will be at least 100% of the annual salary for that fiscal year. In addition,
the Board granted Mr. Williams 1,250,000 restricted stock units for 2026 and a special incentive award for 1,000,000 restricted stock
units, with both awards vesting in sixteen equal quarterly installments with the first vesting on July 1, 2026 and fifteen quarterly
installments thereafter, in each case subject to continued service, and shall become fully vested upon a protected termination, a change
in control, or the termination for any reason (including resignation) or demotion of the Company’s current Chief Executive Officer.
The
Williams Employment Agreement also includes customary confidentiality covenants, indemnification protections, directors’ and officers’
liability insurance coverage.
If
the Company terminates Mr. Williams without cause or if he resigns for good reason, in addition to accrued obligations, he shall also
receive: an amount equal to twelve months of then in-effect annual salary payable in a single lump sum payment within thirty days following
the date of termination; continued health, dental, and vision coverage (or reimbursement for the cost thereof) for a period of twelve
months following the date of termination; a prorated annual bonus for the year of termination, and full accelerated vesting of any unvested
RSUs or other equity granted by the Company. In the event of termination due to Mr. Williams’ death or disability, in addition
to accrued obligations, Mr. Williams (or his estate) shall also receive a prorated annual bonus for the year of termination.
The
foregoing summary is qualified in its entirety by reference to the Williams Employment Agreement, 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.
McPhie
Amended Employment Agreement
On
May 1, 2026, the Company entered into an amended employment agreement with Karl Henry McPhie, the Company’s Chief Executive
Officer (the “McPhie Employment Agreement”), effective May 1, 2026 (the “Effective Date”), which amends
and restates that certain Employment Agreement, dated as of November 18, 2025, by and between the Company and Mr. McPhie. Under the McPhie
Employment Agreement, Mr. McPhie will receive an annual base salary of $350,000 USD, effective April 1, 2026 (that may be paid in equivalent
Canadian dollars) and a one-time salary adjustment bonus of $31,250 USD which equals the prorated difference between such salaries for
the period from January 1, 2026 through April 1, 2026. Mr. McPhie will be allowed to receive up to 50% of the annual salary paid in GLDY.
The Company shall review the annual salary annually and shall make any adjustments it determines are reasonable and as approved by the
Board.
In
addition, the Board granted Mr. McPhie 1,500,000 Performance Stock Units for shares of the Company’s common stock (the “2026
PSU Award”), divided into five (5) equal tranches of three hundred thousand (300,000) shares each. Each tranche will vest upon
the Company’s cumulative sales of GLDY reaching the corresponding milestone, as follows: Tranche 1 vests upon cumulative GLDY sales
reaching US$250,000,000; Tranche 2 vests upon cumulative GLDY sales reaching US$500,000,000; Tranche 3 vests upon cumulative GLDY sales
reaching US$1,000,000,000; Tranche 4 vests upon cumulative GLDY sales reaching US$2,000,000,000; and Tranche 5 vests upon cumulative
GLDY sales reaching US$3,000,000,000. Cumulative GLDY sales shall be measured by the Company in good faith and certified by the Committee.
Vesting of any tranche is subject to Mr. McPhie’s continuous employment through the date the applicable milestone is achieved,
except that the 2026 PSU Award will become fully vested upon (i) a Protected Termination, or (ii) a Change in Control. Any tranche of
the 2026 PSU Award that has not vested on or before the tenth (10th) anniversary of the Effective Date shall be forfeited.
Subject
to the approval of the Board, Mr. McPhie shall be entitled to an annual bonus each year during his employment. For the 2026 fiscal year,
Mr. McPhie shall be entitled to a minimum annual bonus of no less than $100,000. In the event of a change in control, the annual bonus
for the fiscal year in which such change in control occurs shall be at least 100% of the annual salary for that fiscal year. Any annual
bonus shall be subject to any clawback or recoupment policy adopted by the Company, including any policy adopted to comply with applicable
law or stock exchange listing requirements.
The
McPhie Employment Agreement also provides for market capitalization milestone bonuses. Mr. McPhie shall be eligible for one-time awards
under the Company’s equity plan upon the Company achieving and maintaining certain fully diluted market capitalization levels based
on a volume-weighted average price over a trailing, consecutive thirty trading day period, as follows: (i) upon achieving a $50 billion
market capitalization, a one-time bonus equivalent to $100,000,000 payable in cash or shares at the Board’s election, plus 5,000,000
shares of the Company’s common stock, par value $0.001 per share (“Common Stock”); (ii) upon achieving a $100 billion
market capitalization, a one-time bonus equivalent to $250,000,000 payable in cash or shares at the Board’s election, a one-time
cash bonus of $50,000,000 payable in cash or shares at the employee’s election, plus 10,000,000 shares of Common Stock; and (iii)
upon achieving a $500 billion market capitalization, a one-time bonus equivalent to $500,000,000 payable in cash or shares at the Board’s
election, a one-time cash bonus of $250,000,000 payable in cash or shares at the employee’s election, plus 20,000,000 shares of
Common Stock. Any such awards are subject to equity plan limits and applicable law.
The
McPhie Employment Agreement includes customary confidentiality, indemnification, and director and officer insurance protections and provides
that, if the Company terminates Mr. McPhie without cause, if he resigns for good reason, in addition to accrued obligations, he will
be entitled to severance benefits consisting of an amount equal to twelve months of then in-effect annual salary, continued health, dental,
and vision coverage (or reimbursement for the cost thereof) for a period of twelve months, a prorated annual bonus for the year of termination,
and full accelerated vesting of any unvested RSUs or other equity granted by the Company.
The
foregoing summary is qualified in its entirety by reference to the McPhie Employment Agreement, a copy of which is attached to this Current
Report on Form 8-K as Exhibit 10.2 and which is incorporated herein by reference.
Lekstrom
Amended Employment Agreement
On
May 1, 2026, the Company entered into an amended employment agreement with Morgan Lekstrom, the Company’s Interim Executive
Chairman (the “Lekstrom Employment Agreement”), effective May 1, 2026, which amends and restates that certain Employment
Agreement, dated as of November 18, 2025, by and between the Company and Mr. Lekstrom. Under the Lekstrom Employment Agreement, Mr. Lekstrom
shall receive an annual base salary of $350,000 USD, effective February 9, 2026 (that may be paid in equivalent Canadian dollars). Mr.
Lekstrom will be allowed to receive up to 50% of the annual salary paid in GLDY. The Company shall review the annual salary annually
and shall make any adjustments it determines are reasonable and as approved by the Board.
In
addition, the Board granted Mr. Lekstrom 1,500,000 Performance Stock Units for shares of the Company’s common stock (the “2026
PSU Award”), divided into five (5) equal tranches of three hundred thousand (300,000) shares each. Each tranche will vest upon
the Company’s cumulative sales of GLDY reaching the corresponding milestone, as follows: Tranche 1 vests upon cumulative GLDY sales
reaching US$250,000,000; Tranche 2 vests upon cumulative GLDY sales reaching US$500,000,000; Tranche 3 vests upon cumulative GLDY sales
reaching US$1,000,000,000; Tranche 4 vests upon cumulative GLDY sales reaching US$2,000,000,000; and Tranche 5 vests upon cumulative
GLDY sales reaching US$3,000,000,000. Cumulative GLDY sales shall be measured by the Company in good faith and certified by the Committee.
Vesting of any tranche is subject to Mr. Lekstrom’s continuous employment through the date the applicable milestone is achieved,
except that the 2026 PSU Award will become fully vested upon (i) a Protected Termination, or (ii) a Change in Control. Any tranche of
the 2026 PSU Award that has not vested on or before the tenth (10th) anniversary of the Effective Date shall be forfeited.
The
Lekstrom Employment Agreement also provides for market capitalization milestone bonuses. Mr. Lekstrom shall be eligible for one-time
awards under the Company’s equity plan upon the Company achieving and maintaining certain fully diluted market capitalization levels
based on a volume-weighted average price over a trailing, consecutive thirty trading day period, as follows: (i) upon achieving a $50
billion market capitalization, a one-time bonus equivalent to $100,000,000 payable in cash or shares at the Board’s election, plus
5,000,000 shares of Common Stock; (ii) upon achieving a $100 billion market capitalization, a one-time bonus equivalent to $250,000,000
payable in cash or shares at the Board’s election, a one-time cash bonus of $50,000,000 payable in cash or shares of Common Stock
at the employee’s election, plus 10,000,000 shares of Common Stock; and (iii) upon achieving a $500 billion market capitalization,
a one-time bonus equivalent to $500,000,000 payable in cash or shares at the Board’s election, a one-time cash bonus of $250,000,000
payable in cash or shares at the employee’s election, plus 20,000,000 shares of Common Stock.
The
Lekstrom Employment Agreement includes customary confidentiality, indemnification, and director and officer insurance protections and
provides that, if the Company terminates Mr. Lekstrom without cause, if he resigns for good reason, in addition to accrued obligations,
he will be entitled to severance benefits consisting of an amount equal to twelve months of then in-effect annual salary, continued health,
dental, and vision coverage (or reimbursement for the cost thereof) for a period of twelve months, a prorated annual bonus for the year
of termination, and full accelerated vesting of any unvested RSUs or other equity granted by the Company.
The
foregoing summary is qualified in its entirety by reference to the Lekstrom Employment Agreement, a copy of which is attached to this
Current Report on Form 8-K as Exhibit 10.3 and which is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
Number |
|
Description |
| 10.1 |
|
Amended Employment Agreement between Streamex Corp. and Mitchell Williams, dated April 28, 2026 |
| 10.2 |
|
Amended
Employment Agreement between Streamex Corp. and Karl Henry McPhie, dated May 1, 2026 |
| 10.3 |
|
Amended
Employment Agreement between Streamex Corp. and Morgan Lekstrom, dated May 1, 2026 |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
STREAMEX
CORP. |
| |
|
|
| Date:
May 4, 2026 |
By: |
/s/
Karl Henry McPhie |
| |
Name: |
Karl
Henry McPhie |
| |
Title: |
Chief
Executive Officer |
