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IP Strategy (Nasdaq: IPST) enacts 1-for-20 reverse stock split for Nasdaq bid rule

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

IP Strategy Holdings, Inc. is implementing a 1-for-20 reverse stock split of its common stock to support its capital-markets plan and maintain compliance with Nasdaq’s minimum bid price rule. The split becomes effective at 12:01 a.m. Eastern Time on April 23, 2026, with trading on a split-adjusted basis that day under the symbol IPST.

Each twenty shares of common stock will automatically combine into one share, with no fractional shares issued. Holders entitled to a fraction will receive cash based on the Nasdaq closing price on April 22, 2026. As of April 21, 2026, there were 10,593,257 shares of common stock outstanding, which will become approximately 529,662 shares after the split, subject to rounding.

The number of authorized shares of common and preferred stock and the par value will not change, so the split increases the number of authorized but unissued common shares relative to shares outstanding. Options, warrants and preferred stock conversion rates will be proportionately adjusted, and exercise prices will increase so that aggregate exercise values remain about the same. Stockholders’ percentage ownership and voting power are expected to remain substantially the same aside from minor rounding effects.

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Insights

IP Strategy enacts a 1-for-20 reverse split mainly to support Nasdaq listing compliance.

IP Strategy Holdings approved a 1-for-20 reverse stock split, effective at 12:01 a.m. April 23, 2026, after stockholders authorized a range of possible ratios. The move targets compliance with Nasdaq Listing Rule 5550(a)(2), which sets a minimum bid price requirement for continued listing.

The split reduces outstanding common shares from 10,593,257 to about 529,662 while leaving 985,000,000 authorized common shares and 10,000,000 authorized preferred shares unchanged. This materially increases authorized but unissued capacity, which can facilitate future equity issuance and also increases potential dilution over time.

All stock options, warrants and convertible preferred shares will be adjusted on a 1-for-20 basis, with exercise prices increased inversely so total exercise consideration is largely unchanged. The company states each holder’s percentage ownership and voting power should remain substantially the same aside from rounding, while the economic impact will depend on the post-split trading price and any future capital-raising transactions.

Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Reverse split ratio 1-for-20 Approved by board and stockholders for common stock
Common shares outstanding pre-split 10,593,257 shares Outstanding as of April 21, 2026 before reverse split
Common shares outstanding post-split Approximately 529,662 shares Resulting from 1-for-20 split, subject to rounding
Authorized common shares 985,000,000 shares Authorized common stock; unchanged by reverse split
Authorized preferred shares 10,000,000 shares Preferred stock authorization, including Series A and B
Effective time of split 12:01 a.m. Eastern, April 23, 2026 Time reverse stock split becomes effective
New CUSIP 42727R 302 CUSIP number for common stock after reverse split
Programmable IP economy size $80 trillion Size of programmable intellectual property economy cited
reverse stock split financial
"to effect a 1-for-20 reverse stock split (the “Reverse Stock Split”)"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
Nasdaq Listing Rule 5550(a)(2) regulatory
"continued compliance with Nasdaq Listing Rule 5550(a)(2)"
Series A Convertible Preferred Stock financial
"500,000 shares have been designated Series A Convertible Preferred Stock"
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
treasury reserve policy financial
"the first company to adopt a treasury reserve policy centered on the $IP token"
A treasury reserve policy is a company's written plan for how much cash and other liquid assets it keeps on hand, where those funds are held, and how they can be used. It matters to investors because it shows how prepared a business is to handle unexpected costs, fund operations or investments, and meet debt obligations—similar to a household emergency fund that prevents selling valuables in a crisis and helps preserve financial stability and flexibility.
Story Protocol technical
"operate a validator for the Story Protocol"
programmable intellectual property technical
"making intellectual property programmable, traceable, and monetizable in real time"
Understanding 8-K Material Events →
FALSE0001788230--12-3100017882302026-04-212026-04-21

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 21, 2026
IP STRATEGY HOLDINGS, INC.
(Exact name of registrant as specified in charter)
Delaware001-4241183-4558219
(State or other Jurisdiction of
Incorporation or Organization)		(Commission File Number)(IRS Employer
Identification No.)
9668 Bujacich Road
Gig Harbor, Washington
98332
(Address of Principal Executive Offices)(zip code)
(253) 509-0008
(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 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(b) under the Exchange Act (17 CFR 240.14a-12(b))
☐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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0001 per shareIPSTThe 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
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. o


Item 3.03 Material Modification to Rights of Security Holders.
On April 21, 2026, IP Strategy Holdings, Inc., a Delaware corporation (the “Company”), filed a First Amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”). The Reverse Stock Split will become effective at the Effective Time (as defined below).
Reason for the Reverse Stock Split
The Company is effectuating the Reverse Stock Split as a part of the Company’s overall capital-markets and operating plan, including but not limited to the management of dilution and continued compliance with Nasdaq Listing Rule 5550(a)(2).
Effects of the Reverse Stock Split
Effective Date; Symbol; CUSIP Number. The Reverse Stock Split will become effective as of 12:01 a.m. Eastern Time on April 23, 2026 (the “Effective Time”). It is expected that the Common Stock will begin trading on a split-adjusted basis on the Nasdaq Capital Market when the market opens on April 23, 2026, under the existing trading symbol “IPST.” The CUSIP number for the Common Stock will change to 42727R 302.
Split Adjustment; No Fractional Shares. At the Effective Time, the total number of shares of the Company’s Common Stock held by each stockholder will be automatically converted into the number of whole shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) twenty (20). No fractional shares will be issued and, in lieu thereof, upon surrender after the Effective Time of a certificate which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split, following the Effective Time, will be entitled to receive a cash payment equal to the product of the closing sale price of the Common Stock on the Nasdaq Capital Market on April 22, 2026 and the amount of the fractional share. For the avoidance of doubt, as all shares of the Company’s Common Stock are held in book-entry form, stockholders are not required to surrender any stock certificates, and the adjustment will be reflected automatically in the records of the Company’s transfer agent and in brokerage accounts, as applicable.
Treatment of Shares Held in Book-Entry and Through Brokers. Equiniti Trust Company, LLC is acting as transfer and exchange agent for the Reverse Stock Split. Registered stockholders are not required to take any action to receive post-Reverse Stock Split shares. Stockholders who are holding their shares in electronic form at brokerage firms also do not have to take any action as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.
State Filing. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware on April 21, 2026 to effectuate the Reverse Stock Split at the Effective Time. The Certificate of Amendment became effective at the time of filing with the Delaware Secretary of State. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
Board of Directors and Stockholder Approval. On April 10, 2026, the stockholders of the Company approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of Common Stock by a ratio of between one-for-three to one-for-twenty, inclusive, with the exact ratio to be set at a whole number to be determined by the Company’s board of directors, at any time after stockholder approval of the amendment and prior to June 30, 2026. On April 17, 2026, the Company’s board of directors approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of Common Stock by a ratio of one-for twenty (1:20) on the terms described in this Current Report on Form 8-K.
Capitalization. Prior to the Reverse Stock Split, the Company was authorized to issue 995,000,000 shares of capital stock, of which 985,000,000 shares are Common Stock and 10,000,000 shares are preferred stock, par value $0.0001 per share, of which 500,000 shares have been designated Series A Convertible Preferred Stock and 850,000 shares have been designated Series B Convertible Preferred Stock. There will be no change in the Company’s authorized capital stock a result of the Reverse Stock Split. As of April 21, 2026, there were 10,593,257 shares of Common Stock outstanding. As a result of the Reverse Stock Split, there will be approximately 529,662 shares of Common Stock
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outstanding (subject to adjustment due to the effect of rounding down fractional shares). The number of shares of preferred stock that the Company is authorized to issue will not be impacted.
In addition, the number of shares of Common Stock issuable upon exercise of the Company’s stock options and other equity awards (including shares reserved for issuance under the Company’s equity compensation plans) will be proportionately adjusted by the applicable administrator, using the 1-for-20 ratio, and rounded down to the nearest whole share, to be effective at the Effective Time, pursuant to the terms of the Company’s equity plans. The conversion rates of the Company’s preferred stock (of which only shares of Series A Convertible Preferred Stock are outstanding) will also be adjusted using a ratio of 1-for-20. The number of shares issuable upon exercise of the Company’s outstanding warrants to purchase shares of Common Stock outstanding at the Effective Time will also be equitably adjusted pursuant to the terms of such securities in connection with the 1-for-20 Reverse Stock Split. In addition, the exercise price for each outstanding stock option and warrant will be increased in inverse proportion to the 1-for-20 split ratio such that upon an exercise, the aggregate exercise price payable by the optionee or warrant holder to the Company for the shares of Common Stock subject to the option or warrant will remain approximately the same as the aggregate exercise price prior to the Reverse Stock Split, subject to the terms of such securities.
Immediately after the Reverse Stock Split, each stockholder’s percentage ownership interest in the Company and proportional voting power will remain virtually unchanged except for minor changes and adjustments that will result from the rounding down of fractional shares. The rights and privileges of the holders of shares of Common Stock will be substantially unaffected by the Reverse Stock Split.
Because the Certificate of Amendment will not reduce the number of authorized shares of the Company’s Common Stock, the effect of the Reverse Stock Split will be to increase the number of shares of Common Stock available for issuance relative to the number of shares issued and outstanding. The Reverse Stock Split will not alter the par value of the Common Stock or modify any voting rights or other terms of the Common Stock.
General. The above description of the Certificate of Amendment and the Reverse Stock Split is a summary of the material terms thereof and is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 8.01 Other Events
On April 21, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference into this Item 8.01. The information incorporated by reference into this Item 8.01 from Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
3.1
Certificate of Amendment dated April 21, 2026
99.1
Press Release dated April 21, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
Date: April 21, 2026IP STRATEGY HOLDINGS, INC.
By:/s/ Justin Stiefel
Justin Stiefel
Chief Executive Officer
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Exhibit 99.1
IP Strategy Announces Reverse Stock Split
Gig Harbor, WA – April 21, 2026 – IP Strategy Holdings, Inc. (Nasdaq: IPST) (“IP Strategy” or the “Company”), the first company to adopt a treasury reserve policy centered on the $IP token, today announced that its Board of Directors has approved a 1-for-20 reverse stock split of the Company’s common stock. The reverse stock split is expected to become effective at 12:01 a.m. on April 23, 2026, and the Company’s common stock is expected to begin trading on the Nasdaq Capital Market on a split-adjusted basis when the market opens on April 23, 2026 under its existing ticker symbol, “IPST.” The new CUSIP number will be 42727R 302.
Upon effectiveness, every twenty (20) shares of the Company’s issued and outstanding common stock will be automatically combined into one (1) share of common stock. The reverse stock split will not affect the number of authorized shares of common stock or preferred stock, the par value of the common stock, or the rights of stockholders, except for adjustments resulting from the treatment of fractional shares. No fractional shares will be issued; stockholders who would otherwise receive a fractional share will be entitled to a cash payment in lieu thereof equal to the product of the closing sale price of the common stock on the Nasdaq Capital Market on April 22, 2026 and the amount of the fractional share. The reverse stock split will apply to the shares of common stock issuable upon the exercise of outstanding warrants and stock options, with proportionate adjustments to be made to the exercise prices thereof.
The reverse stock split is intended to bring the Company into compliance with Nasdaq’s minimum bid price requirement and to improve the marketability and liquidity of IP Strategy’s common stock. At the Special Meeting of Stockholders held on April 10, 2026, the Company’s stockholders authorized the Company’s board of directors to effect a reverse stock split with a ratio ranging from 1-for-3 up to 1-for-20.
Stockholders holding shares through a broker, bank, or other nominee will have their positions automatically adjusted to reflect the reverse stock split and will not need to take any action. Registered stockholders holding shares in book-entry form will have their accounts automatically updated as well.
About IP Strategy
IP Strategy (Nasdaq: IPST) is the first Nasdaq-listed company to hold $IP tokens as a primary reserve asset and operate a validator for the Story Protocol. The Company provides public market investors broad exposure to the $80 trillion programmable intellectual property economy in a regulated equity format. IP Strategy’s treasury reserve of $IP tokens provides direct participation in the Story ecosystem, which enables on-chain registration, licensing, and monetization of intellectual property.
More information can be found at www.ipstrategy.co.
About Story / $IP Token
Story is the AI-native blockchain network powering the $IP token and making intellectual property programmable, traceable, and monetizable in real time. Backed by $136 million from a16z crypto, Polychain Capital, and Samsung Ventures, Story launched its mainnet in February 2025 and has rapidly become a leading infrastructure for tokenized intellectual property. Story allows creators and enterprises to turn media, data, and AI-generated content into legally enforceable digital assets with embedded rights, enabling automated licensing and new markets for intellectual property across AI and entertainment.
Forward-Looking Statements
This press release contains forward-looking statements, including statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “aims,” “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “plans,” “possible,” “potential,” “seeks,” “will,” and variations of these words or similar expressions that are intended to identify forward-looking statements. Any such statements in this press release that are not statements of historical fact may be deemed to be forward-looking statements. These forward-looking statements include, but are not limited to, the timing and impact of the


reverse stock split, the marketability and liquidity of the Company’s common stock and the Company’s ability to regain compliance with Nasdaq’s continued listing standards.
Any forward-looking statements in this press release are based on IP Strategy’s current expectations, estimates and projections only as of the date of this release and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, risks related to the timing and effectiveness of the reverse stock split, that a reverse stock split, if completed, may not result in the sustained price increase needed to regain Nasdaq compliance, the Company's ability to regain compliance with Nasdaq’s continued listing standards, volatility of the Company’s common stock and any correlation between the Company’s stock price and the price of $IP tokens. These and other risks concerning IP Strategy are described in additional detail in its latest annual report on Form 10-K for the year ended December 31, 2025 filed with the SEC on April 14, 2026 and any other subsequent filings with the SEC. IP Strategy explicitly disclaims any obligation to update any forward-looking statements except to the extent required by law.
Investor Contact
(800) 595-3550
ir@ipstrategy.co

Source: View Original Filing on SEC EDGAR

FAQ

What reverse stock split did IP Strategy Holdings (IPST) approve?

IP Strategy Holdings approved a 1-for-20 reverse stock split of its common stock. Every twenty existing shares will be combined into one share, reducing the share count while aiming to satisfy Nasdaq’s minimum bid price requirement and support the company’s capital-markets plan.

When will the IP Strategy (IPST) reverse split take effect and start trading?

The reverse split becomes effective at 12:01 a.m. Eastern Time on April 23, 2026. IP Strategy’s common stock is expected to begin trading on a split-adjusted basis on the Nasdaq Capital Market that same day under the existing ticker symbol IPST.

How many IP Strategy (IPST) shares will be outstanding after the reverse split?

As of April 21, 2026, IP Strategy had 10,593,257 common shares outstanding. After the 1-for-20 reverse stock split, this will become approximately 529,662 common shares, subject to minor adjustments from rounding down fractional shares to the nearest whole share.

Will IP Strategy (IPST) change its authorized share count or par value?

The reverse split will not change the number of authorized shares or par value. IP Strategy remains authorized to issue 985,000,000 common shares and 10,000,000 preferred shares. Because outstanding shares shrink, the transaction increases the number of authorized but unissued common shares available.

How will IP Strategy (IPST) handle fractional shares from the reverse split?

IP Strategy will not issue fractional shares in the reverse split. Stockholders otherwise entitled to a fractional share will receive cash instead, calculated as the Nasdaq Capital Market closing sale price on April 22, 2026 multiplied by the fractional share amount.

What happens to IP Strategy (IPST) options, warrants and preferred stock in the split?

Outstanding options, warrants and convertible preferred stock will be adjusted using the 1-for-20 ratio. The number of underlying common shares decreases proportionately, while each exercise price increases inversely so the overall exercise payment remains approximately unchanged for each security holder.

Why is IP Strategy (IPST) conducting a reverse stock split now?

The company states the reverse stock split is part of its broader capital-markets and operating plan. A key goal is maintaining compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price for continued listing on the Nasdaq Capital Market.

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