Lawsuit drives Exodus (NYSE: EXOD) push to close W3C deal
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Exodus Movement, Inc. filed an 8-K after initiating a lawsuit in the Delaware Court of Chancery to compel W3C Corp and CEO Garth Howat to close a November 24, 2025 Stock Purchase Agreement for all W3C shares.
The target group includes Monavate, a payments provider for fintech and Web3 enterprises, and Baanx, a non-custodial card and digital asset services provider. Exodus has declared loans to W3C payable on demand and exercised related security rights, and on April 8, 2026 obtained required UK Financial Conduct Authority approvals to close the acquisition. Management plans to provide an update on the W3C deal and share a forward-looking roadmap at The Exodus Summit on May 1, 2026 in Omaha.
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Insights
Exodus escalates W3C acquisition with litigation and regulatory clearance in place.
Exodus Movement is pursuing its acquisition of W3C Corp by suing in the Delaware Court of Chancery to enforce the November 24, 2025 Stock Purchase Agreement. This suggests the counterparty has not proceeded to closing on the agreed timetable.
The company has declared loans to W3C payable on demand and exercised rights under related security, while also securing UK Financial Conduct Authority approval on April 8, 2026 to acquire W3C’s shares. These steps strengthen its contractual and collateral position but introduce litigation costs and timing uncertainty.
Management plans to discuss the W3C acquisition and a forward-looking roadmap at The Exodus Summit on May 1, 2026. Future disclosures may clarify litigation progress, integration plans for Monavate and Baanx, and how the combined business fits into Exodus’ broader self-custodial crypto strategy.
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Stock Purchase Agreement date: November 24, 2025
FCA approval date: April 8, 2026
Exodus Summit date: May 1, 2026
3 metrics
Stock Purchase Agreement date
November 24, 2025
Agreement for Exodus to acquire all shares of W3C Corp
FCA approval date
April 8, 2026
UK Financial Conduct Authority approval to close W3C share acquisition
Exodus Summit date
May 1, 2026
Planned event to update on W3C deal and growth roadmap
Key Terms
Stock Purchase Agreement, Delaware Court of Chancery, Regulation FD, self-custodial cryptocurrency platform, +2 more
6 terms
Stock Purchase Agreement financial
"entered into a Stock Purchase Agreement (the “Purchase Agreement”)"
A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.
Delaware Court of Chancery regulatory
"filed a lawsuit in the Delaware Court of Chancery against the Target"
A specialized Delaware court that handles business and equity disputes, especially matters involving companies’ governance, mergers, fiduciary duties, and shareholder challenges. Think of it as a referee for corporate disagreements whose rulings can determine deal terms, block transactions or set legal standards that affect company value; investors watch its decisions because they can quickly change the risk or price of shares and influence corporate behavior across the market.
Regulation FD regulatory
"Item 7.01 Regulation FD Disclosure"
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
self-custodial cryptocurrency platform financial
"a leading self-custodial cryptocurrency platform, today announced"
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
United Kingdom Financial Conduct Authority regulatory
"obtained approvals from the United Kingdom Financial Conduct Authority needed to close"
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): 4/13/2026
______________________
(Exact name of Registrant as Specified in Its Charter)
______________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||||||||
Registrant’s Telephone Number, Including Area Code: 833 -992-2566
(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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 7.01 Regulation FD Disclosure.
As previously disclosed, on November 24, 2025, Exodus Movement, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with W3C Corp. (the “Target”) and Garth Howat (“Seller”), pursuant to which the Company agreed to acquire from Seller all of the issued and outstanding shares of capital stock of the Target (the “Transaction”). The Target and its subsidiaries include Monavate Holdings Ltd. and its subsidiaries (collectively, “Monavate”) and Baanx.com Ltd. and Baanx US Corp (collectively, “Baanx”). Monavate is a global leader in payment solutions for fintech, Web3 and global enterprises, and Baanx is a leading provider of non-custodial cards and B2B2C digital asset services.
On April 13, 2026, the Company issued a press release announcing that it has filed a lawsuit in the Delaware Court of Chancery against the Target and the Seller seeking to compel them to comply with their obligations under the Purchase Agreement and to close the Transaction.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished herein pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
| Exhibit numbers | Description | |||||||
| 99.1 | Press release dated April 13, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded with 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.
| EXODUS MOVEMENT, INC. | |||||||||||
| Date: | April 13, 2026 | By: | /s/ James Gernetzke | ||||||||
| James Gernetzke, Chief Financial Officer | |||||||||||
Exhibit 99.1
April 13, 2026
Exodus Movement Files Lawsuit to Compel W3C Corp to Complete Sale
OMAHA, Neb., April 13, 2026 -- Exodus Movement, Inc. (NYSE American: EXOD) ("Exodus" or “the company”), a leading self-custodial cryptocurrency platform, today announced that it has filed a lawsuit in the Delaware Court of Chancery to compel W3C Corp and its CEO Garth Howat to comply with their obligations under the November 24, 2025 Stock Purchase Agreement. Exodus has declared the loans provided to W3C to be payable on demand and exercised its rights under the related loan security. Exodus believes that it will prevail in obtaining a judicial order compelling W3C and Howat to close the transaction on the agreed-upon terms.
JP Richardson, CEO and Co-founder of Exodus commented, “We have a binding agreement with W3C and expect it to be fully honored. We’re confident in the path forward and anticipate a swift resolution.”
On April 8, 2026, Exodus obtained approvals from the United Kingdom Financial Conduct Authority needed to close its pending acquisition of the shares of W3C. With this approval, the initiation of this lawsuit, and the exercise of its rights under the loan facilities, Exodus intends to move expeditiously to close the acquisition of W3C.
Exodus’ Management team will provide an update on the W3C acquisition and outline a forward-looking roadmap for the company’s next phase of growth at The Exodus Summit May 1, 2026, in Omaha, Nebraska.
About Exodus
Founded in 2015, Exodus Movement, Inc. (NYSE American: EXOD) is pioneering self-custodial finance by giving people the tools to earn rewards, spend, manage, and swap digital assets across borders, all without giving up control. Exodus serves millions of users through its products built on a simple principle: your money should be yours.
Exodus also powers crypto infrastructure for enterprise platforms serving millions of users through its enterprise product suite. Headquartered in Omaha, Nebraska, Exodus is financial software where ownership is the default. For more information, visit exodus.com.
Investor Contact
investors@exodus.com
Exhibit 99.1
Media Contact
Aubrey Strobel/Elena Nisonoff, Halcyon Communications
exodus@halcyonpr.xyz
Disclosure Information
Exodus uses the following as means of disclosing material nonpublic information and for complying with disclosure obligations under Regulation FD: websites exodus.com/investors and exodus.com; press releases; public videos, calls, and webcasts; and social media: X (@exodus and JP Richardson’s feed @jprichardson), Facebook, LinkedIn, and YouTube.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, may be forward-looking statements. Forward-looking statements are based on our beliefs and assumptions and on information currently available to us as of the date hereof. In some cases, you can identify forward-looking statements by the following words: “will,” “expect,” “would,” “should,” “intend,” “believe,” “expect,” “likely,” “believes,” “views,” “estimates,” or other comparable terminology.
Forward-looking statements in this document include, but are not limited to, the Company’s ability to close the W3C transaction and the likelihood of success in its legal action. Such forward-looking statements involve a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from those expressed or implied by our forward-looking statements. Such factors include those set forth in “Item 1. Business” and “Item 1A. Risk Factors” of the Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2026, as well as in our other reports filed with the SEC from time to time.
All forward-looking statements are expressly qualified in their entirety by such cautionary statements. Readers are cautioned not to place undue reliance on such forward-looking statements. Except as required by law, we undertake no obligation to update or revise any forward-looking statements that have been made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events.
FAQ
What action did Exodus Movement (EXOD) take regarding the W3C acquisition?
Exodus filed a lawsuit in the Delaware Court of Chancery seeking to compel W3C Corp and CEO Garth Howat to close the November 24, 2025 Stock Purchase Agreement. The suit aims to enforce their obligations and complete the previously agreed sale of all W3C shares.
What businesses are included in Exodus Movement’s planned W3C acquisition?
The W3C group includes Monavate Holdings Ltd and its subsidiaries, branded as Monavate, and Baanx.com Ltd with Baanx US Corp, collectively called Baanx. Monavate focuses on payment solutions, while Baanx provides non-custodial cards and B2B2C digital asset services.
What regulatory milestone did Exodus Movement (EXOD) achieve for the W3C deal?
On April 8, 2026, Exodus obtained approvals from the United Kingdom Financial Conduct Authority needed to close its pending acquisition of W3C’s shares. This regulatory clearance removes a key condition to closing and supports Exodus’ efforts to finalize the transaction.
How is Exodus Movement using its loan arrangements with W3C Corp?
Exodus has declared loans provided to W3C payable on demand and exercised its rights under the related loan security. These steps reinforce Exodus’ contractual position while it seeks a court order requiring W3C and Garth Howat to complete the agreed stock sale transaction.
When will Exodus Movement (EXOD) provide further updates on the W3C acquisition?
Exodus plans to provide an update on the W3C acquisition at The Exodus Summit on May 1, 2026, in Omaha, Nebraska. Management also intends to outline a forward-looking roadmap for the company’s next phase of growth during this event.
How does Exodus Movement describe the W3C acquisition in its forward-looking statements?
Exodus identifies the ability to close the W3C transaction and the likelihood of success in its legal action as forward-looking statements. It warns that various risks and uncertainties could cause actual outcomes to differ from these expectations, referencing risk factors in its Form 10-K.