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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) July 17, 2026
CANTON
STRATEGIC HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41210 |
|
84-2642541 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.
R. S. Employer
Identification No.) |
34
Shrewsbury Avenue, Suite 1C
Red
Bank, NJ 07701
(Address
of principal executive offices, including zip code)
(732)
889-3111
(Registrant’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 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, $0.0001 par value |
|
CNTN |
|
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
1.01 Entry into a Material Definitive Agreement.
On
July 17, 2026, Canton Strategic Holdings, Inc., a Delaware corporation (the “Company”), entered into a Securities
Purchase Agreement (the “Purchase Agreement”) with Gravitas Collective Corp., a Delaware corporation (“Buyer”),
pursuant to which the Company agreed to sell, and Buyer agreed to purchase, all of the issued and outstanding membership interests (the
“Purchased Securities”) of Gravitas Life Sciences, LLC (“Gravitas”), a wholly owned subsidiary
of the Company (the “Transaction”). In connection with the Transaction, Gravitas was converted from a Delaware corporation
into a Delaware limited liability company on July 16, 2026. Gravitas operates clinical-stage biotech research and development that develops
therapeutic candidates for immunology and inflammation conditions. The Buyer is affiliated with Vincent LoPriore, Sireesh Appajosyula
and Gary Stetz, former directors of the Company. In connection with the Transaction, the board of directors has formed a special committee,
consisting of independent non-interested directors to review the terms of the Transaction to ensure it is in the best interests of the
Company’s stockholders. On July 15, 2026, the Transaction has been approved by the special committee and, upon the recommendation
of the special committee, the full board of directors
As
consideration for the Purchased Securities, Buyer and Gravitas issued to the Company an unsecured promissory note in the original principal
amount of $3,500,000 (the “Gravitas Note”) and agreed to pay to the Company certain development milestone payments
in the event such payments become due and payable. The Gravitas Note bears interest at a rate of 15% per annum, payable in kind and compounding
semi-annually, with accrued interest added to the outstanding principal balance. The Gravitas Note contains mandatory prepayment and
optional prepayment mechanisms, and a maturity date of July 17, 2029. Concurrently with the execution of the Purchase Agreement, the
Company also entered into release agreements with certain individuals in connection with the Transaction. Certain assets of Gravitas
relating to bispecific antibodies development were retained by the Company through its subsidiary Tharimmune SPV1, pursuant to a Bill
of Sale, Assignment and Assumption Agreement entered into in connection with the Transaction (the “Bill of Sale”).
The
Transaction was completed on July 17, 2026.
The
foregoing description of the Purchase Agreement, the Gravitas Note and the Bill of Sale does not purport to be complete and is qualified
in its entirety by reference to the full text of the Purchase Agreement, the Gravitas Note and the Bill of Sale, which are filed as Exhibit
10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item
2.01 Completion of Acquisition or Disposition of Assets.
The
information set forth under Item 1.01 above is incorporated herein by reference.
Item 8.01 Other Events.
On July 23, 2026, the Company issued
a press release announcing the closing of the Transaction. The press release is attached as Exhibit 99.2 to this Current Report on Form
8-K and incorporated into this Item 8.01 by reference.
Item
9.01 Financial Statements and Exhibits.
(b)
Pro Forma Financial Information.
The
Company’s unaudited pro forma condensed combined income statement for the three months ended March 31, 2026 and the year ended
December 31, 2025 and the unaudited pro forma condensed combined balance sheet as of March 31, 2025, each with related notes thereto,
are attached as Exhibit 99.1 hereto and incorporated by reference herein.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1* |
|
Securities Purchase Agreement, dated as of July 17, 2026, by and between Gravitas Collective Corp. and Canton Strategic Holdings, Inc. |
| 10.2 |
|
Unsecured Promissory Note (Seller Note), dated July 17, 2026, issued by Gravitas Collective Corp. and Gravitas Life Sciences, LLC to Canton Strategic Holdings, Inc. |
| 10.3* |
|
Bill of Sale, Assignment and Assumption Agreement, dated July 17, 2026, by and between Gravitas Life Sciences, LLC and Tharimmune SPV1, LLC. |
| 99.1 |
|
Pro Forma Unaudited Consolidated Condensed Financial Statements |
| 99.2 |
|
Press Release, dated July 23, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
| * |
Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation
S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its
request. |
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:
July 23, 2026 |
Canton
Strategic Holdings, Inc. |
| |
|
| |
/s/
Mark Wendland |
| |
Mark
Wendland |
| |
Chief
Executive Officer |
Exhibit
99.1
CANTON
STRATEGIC HOLDINGS, INC.
UNAUDITED
PRO FORMA CONSOLIDATED CONDENSED FINANCIAL INFORMATION
Introduction
On
July 17, 2026, Canton Strategic Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement
(the “Purchase Agreement”) with Gravitas Collective Corp., a Delaware corporation (“Buyer”), pursuant
to which the Company agreed to sell, and Buyer agreed to purchase, all of the issued and outstanding membership interests (the “Purchased
Securities”) of Gravitas Life Sciences, LLC (“Gravitas”), a wholly owned subsidiary of the Company (the
“Transaction”). In connection with the Transaction, Gravitas was converted from a Delaware corporation into a Delaware
limited liability company on July 16, 2026. Gravitas operates clinical-stage biotech research and development that develops therapeutic
candidates for immunology and inflammation conditions.
As
consideration for the Purchased Securities, Buyer and Gravitas issued to the Company an unsecured promissory note in the original principal
amount of $3,500,000 (the “Gravitas Note”) and agreed to pay to the Company certain development milestone payments
in the event such payments become due and payable. The Gravitas Note bears interest at a rate of 15% per annum, payable in kind and compounding
semi-annually, with accrued interest added to the outstanding principal balance. The Gravitas Note contains mandatory prepayment and
optional prepayment mechanisms, and a maturity date of July 17, 2029. Concurrently with the execution of the Purchase Agreement, the
Company also entered into release agreements with certain individuals in connection with the Transaction. Certain assets of Gravitas
relating to bispecific antibodies development were retained by the Company through its subsidiary Tharimmune SPV1, pursuant to a Bill
of Sale, Assignment and Assumption Agreement entered into in connection with the Transaction (the “Bill of Sale”).
The
following unaudited pro forma financial information
(the “Unaudited Pro Forma Condensed Financial Information”) is based on and should be read in conjunction with:
| |
● |
The
historical audited consolidated financial statements of the Company and the related notes and “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” included in its Annual Report on Form 10-K for the fiscal year
ended December 31, 2025, as filed with the Securities and Exchange Commission (“SEC”) on March 31, 2026; |
| |
● |
The
historical unaudited condensed consolidated interim financial statements of the Company and the related notes and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” included in its quarterly report on Form 10-Q for
the three months ended March 31, 2026, as filed with the SEC on May 13, 2026. |
The
Unaudited Pro Forma Condensed Financial Information has been prepared to reflect adjustments to the Company’s historical consolidated
financial information that are (i) directly attributable to the Transaction
and (ii) factually supportable.
The
Unaudited Pro Forma Condensed Financial Information is presented for informational purposes only and is not necessarily indicative
of the operating results or financial position that actually would have been achieved if the Transaction had
occurred on the dates indicated or that may be achieved in future periods. It also does not reflect any cost savings, operating
synergies or revenue enhancements that the Company may achieve with respect to eliminating the companies or the impact of any
non-recurring activity and any one-time transaction related costs. Synergies and integration costs have been excluded from
consideration because they do not meet the criteria for unaudited pro forma adjustments.
CANTON
STRATEGIC HOLDINGS, INC.
UNAUDITED
PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEETS
| | |
March 31, 2026 As Reported | | |
GLS Divestiture | | |
March 31, 2026 Pro Forma | |
| | |
| | |
| | |
| |
| ASSETS |
| | |
| | |
| | |
| |
| Current assets | |
| | | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 41,532,140 | | |
$ | (1,530,857 | ) | |
$ | 40,001,283 | |
| Prepaid expenses and other current assets | |
| 1,553,110 | | |
| (100,665 | ) | |
| 1,452,445 | |
| | |
| | | |
| | | |
| | |
| Total current assets | |
| 43,085,250 | | |
| (1,631,522 | ) | |
| 41,453,728 | |
| | |
| | | |
| | | |
| | |
| Non current assets | |
| | | |
| | | |
| | |
| Digital assets | |
| 541,569,363 | | |
| -0- | | |
| 541,569,363 | |
| Note receivable | |
| -0- | | |
| 3,500,000 | | |
| 3,500,000 | |
| | |
| | | |
| | | |
| | |
| Total non current assets | |
| 541,569,363 | | |
| 3,500,000 | | |
| 545,069,363 | |
| | |
| | | |
| | | |
| | |
| Total assets | |
$ | 584,654,613 | | |
$ | 1,868,478 | | |
$ | 586,523,091 | |
| | |
| | | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
| | |
| | | |
| | | |
| | |
| Current liabilities | |
| | | |
| | | |
| | |
| Accounts payable | |
$ | 402,311 | | |
$ | (86,577 | ) | |
$ | 315,734 | |
| Accrued expenses | |
| 739,033 | | |
| (269,243 | ) | |
| 469,790 | |
| | |
| | | |
| | | |
| | |
| Total current liabilities | |
| 1,141,344 | | |
| (355,820 | ) | |
| 785,524 | |
| | |
| | | |
| | | |
| | |
| Other liabilities | |
| | | |
| | | |
| | |
| Deferred tax liability | |
| 113,713,951 | | |
| -0- | | |
| 113,713,951 | |
| | |
| | | |
| | | |
| | |
| Total liabilities | |
| 114,855,295 | | |
| (355,820 | ) | |
| 114,499,475 | |
| | |
| | | |
| | | |
| | |
| Total stockholders’ equity | |
| 469,799,318 | | |
| 2,224,298 | | |
| 472,023,616 | |
| | |
| | | |
| | | |
| | |
| Total liabilities and stockholders’ equity | |
$ | 584,654,613 | | |
$ | 1,868,478 | | |
$ | 586,523,091 | |
CANTON
STRATEGIC HOLDINGS, INC.
UNAUDITED
PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
| | |
For the Three Months Ended
March 31, | | |
For the Twelve Months Ended
December 31, 2025 | |
| | |
As Reported | | |
GLS Divestiture | | |
Pro Forma | | |
As Reported | | |
GLS Divestiture | | |
Pro Forma | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Operating expenses | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Research and development | |
$ | 267,823 | | |
$ | (267,823 | ) | |
$ | -0- | | |
$ | 3,073,964 | | |
$ | (2,722,154 | ) | |
$ | 351,810 | |
| General and administrative | |
| 36,600,488 | | |
| (1,379,307 | ) | |
| 35,221,181 | | |
| 17,032,102 | | |
| (6,832,443 | ) | |
| 10,199,659 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Total operating expenses | |
| 36,868,311 | | |
| (1,647,130 | ) | |
| 35,221,181 | | |
| 20,106,066 | | |
| (9,554,597 | ) | |
| 10,551,469 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Operating loss | |
| (36,868,311 | ) | |
| 1,647,130 | | |
| (35,221,181 | ) | |
| (20,106,066 | ) | |
| 9,554,597 | | |
| (10,551,469 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Other income (expense) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Interest expense | |
| -0- | | |
| -0- | | |
| -0- | | |
| (28,345 | ) | |
| -0- | | |
| (28,345 | ) |
| Interest income | |
| 318,178 | | |
| 151,676 | | |
| 469,854 | | |
| 41,410 | | |
| 544,688 | | |
| 586,098 | |
| Unrealized loss from digital assets holdings | |
| (15,013,304 | ) | |
| -0- | | |
| (15,013,304 | ) | |
| (22,010,362 | ) | |
| -0- | | |
| (22,010,362 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Total other income (expense), net | |
| (14,695,126 | ) | |
| 151,676 | | |
| (14,543,450 | ) | |
| (21,997,297 | ) | |
| 544,688 | | |
| (21,452,609 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Total loss before income taxes | |
| (51,563,437 | ) | |
| 1,798,806 | | |
| (49,764,631 | ) | |
| (42,103,363 | ) | |
| 10,099,285 | | |
| (32,004,078 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Provision for income taxes | |
| (4,220,240 | ) | |
| -0- | | |
| (4,220,240 | ) | |
| (6,187,113 | ) | |
| -0- | | |
| (6,187,113 | ) |
| Income (loss) before income taxes | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss | |
$ | (47,343,197 | ) | |
$ | 1,798,806 | | |
$ | (45,544,391 | ) | |
$ | (35,916,250 | ) | |
$ | 10,099,285 | | |
$ | (25,816,965 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss per share: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted | |
$ | (0.23 | ) | |
$ | 0.01 | | |
$ | (0.22 | ) | |
$ | (1.12 | ) | |
$ | 0.32 | | |
$ | (0.81 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Weighted average number of common shares outstanding: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted | |
| 207,705,905 | | |
| 207,705,905 | | |
| 207,705,905 | | |
| 32,049,310 | | |
| 32,049,310 | | |
| 32,049,310 | |
CANTON
STRATEGIC HOLDINGS, INC.
NOTES
TO UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL INFORMATION
Note
1.- Basis of Presentation
The
pro forma consolidated condensed balance sheet and statements of operations have been derived from the historical consolidated condensed
balance sheet and statements of operations of Canton Strategic Holdings, Inc. (the “Company”) as adjusted to give
effect to the sale of Gravitas Life Sciences LLC (“Gravitas”). The pro forma consolidated condensed balance sheet
gives effect to the sale as if it occurred on March 31, 2026, the most recently published fiscal quarter end. The pro forma consolidated
condensed statements of operations for the three months ended March 31, 2026 and the year ended December 31, 2025 give effect to the
sale as if it occurred on January 1, 2025.
Note
2.- Description of Transaction
On
July 17, 2026 the Company entered into a securities purchase agreement with Gravitas Collective Corp. (the “Buyer”)
for the sale of 100% of the membership interests in Gravitas, a wholly owned subsidiary of the Company (the “Transaction”).
The Transaction closed on July 17, 2026. In consideration for the Transaction, Buyer and Gravitas issued to the Company an unsecured
promissory note in the original principal amount of $3,500,000 and agreed to pay to the Company certain development milestone payments
in the event such payments become due and payable. The contingent consideration has not been recognized in the pro forma balance sheet.
Exhibit 99.2
Canton
Strategic Holdings, Inc. Announces Sale of Gravitas Life Sciences, LLC.
Transaction
Drives Greater Focus on Company’s Canton Network Strategy
NEW
YORK, July 23, 2026 — Canton Strategic Holdings, Inc., (NASDAQ: CNTN) (“Canton Strategic Holdings” or the “Company”)
the first publicly traded company to leverage Canton Coin to support the Canton Network’s ability to digitize traditional financial
markets, today announced the sale of its biotech research and development arm, Gravitas Life Sciences, LLC (“Gravitas”),
to Gravitas Collective Corp. The transaction was approved unanimously by the Board of Directors and closed on July 17, 2026.
This
milestone aligns with the Company’s transition to an operating company that drives the digitization of financial markets via the
Canton Network and builds on recent progress in its operating business, including its locking service launch in June 2026.
About
Canton Strategic Holdings, Inc.
Canton
Strategic Holdings, Inc. (NASDAQ: CNTN), is the first publicly traded company to leverage Canton Coin and support the Canton Network
to advance institutional blockchain adoption and the digitization of financial markets. In addition to its operating business that drives
value through activities on the Canton Network, the Company is a strategic investor in the Canton ecosystem. For more information, visit
www.cantonstrategic.com.
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains statements that constitute “forward-looking statements” within the meaning of U.S. federal securities
laws. Forward-looking statements are statements other than historical facts and include, without limitation, those regarding management
expectations, strategy execution, market conditions, and the Company’s involvement with the Canton Network. These statements are
based on current expectations and involve risks and uncertainties that may cause actual results to differ materially. Further information
regarding factors that may affect the Company’s prospects is included in its annual and quarterly reports filed with the U.S. Securities
and Exchange Commission, available at www.sec.gov. The Company undertakes no obligation to update these statements except as required
by law.
Canton
is a registered trademark of Digital Asset (Switzerland) GmbH. Digital Asset is not affiliated with, and has not sponsored or endorsed,
the operations of Canton Strategic Holdings, Inc.
Contacts
Media:
Gasthalter
& Co.
(212)
257-4170
canton@gasthalter.com
Investors:
ir@cantonstrategic.com
X:
@CantonStrategic
LinkedIn:
https://www.linkedin.com/company/cantonstrategicholdings/
Website:
www.cantonstrategic.com
