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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):
August 11, 2026
Ispire Technology Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41680 |
|
84-5106049 |
(State or other jurisdiction
of incorporation or organization) |
|
(Commission file number) |
|
(IRS Employer
Identification No.) |
19700 Magellan Drive
Los Angeles, CA 90502
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: (310) 742-9975
Not Applicable
(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 obligations 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 $0.0001 per share |
|
ISPR |
|
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 President
On
August 11, 2026, the board of directors (the “Board”) of Ispire Technology Inc. (the “Company”) appointed Mr.
Steven Przybyla as the Company’s President, effective immediately. In addition to his new role as President, Mr. Przybyla will continue
to serve as the Company’s Chief Legal Officer and Secretary.
Mr. Przybyla, age 40, has
served as our chief legal officer and secretary since September 1, 2023. Mr. Przybyla has over 10 years of regulated cannabis industry
experience and a nearly a decade of experience in nicotine/tobacco product regulation. Mr. Przybyla previously served as the Company’s
appointed board member for its IKE Joint Venture from April 2024 to July 2026. From July 2020 to April 2023, Mr. Przybyla was General
Counsel and Corporate Secretary, and then President of Hemp/Cannabis, at 22nd Century Group. Inc., a plant biotechnology company. While
at 22nd Century, Mr. Przybyla helped to secure the only Modified Risk Tobacco Product approval for a combustible cigarette authorized
by the U.S. Food and Drug Administration to date. Prior to that, he was President of the Medical Division at Jushi, Inc., a multi-state
cannabis operator, from 2018 to 2020, General Counsel at Dent Neurologic Group LLP from 2016 to 2018 and General Counsel at Seneca Development
Corporation from 2015 to 2016. Early in his career, he worked as an associate at Phillips Lytle LLP. Mr. Przybyla received his undergraduate
degree in Economics from Washington & Lee University and his Juris Doctor from Columbia Law School.
At this time, no changes have
been made to Mr. Przybyla’s compensation related to his appointment as president and Mr. Przybyla will continue to serve under the
terms of his employment agreement with the Company dated June 25, 2024 (the “Przybyla Agreement”). Pursuant to the Przybyla
Agreement, Mr. Przybyla’s employment with the Company is at will and may be terminated by either Mr. Przybyla or the Company at
any time, for any reason, or no reason. Mr. Przybyla receives an annual base salary of $400,000, which may be increased from time to time,
but not decreased, during the term of his employment. Mr. Przybyla is eligible for an annual discretionary bonus with a bonus target of
50% of his annual base salary, subject to the discretion of the compensation committee of the Board. Mr. Przybyla is eligible for any
fringe benefits offered by the Company on the same terms and conditions as other executives, including group health benefits and a 401k
retirement plan. The Company has agreed to bear the costs associated with Mr. Pzybyla’s maintenance of his professional licenses.
In the event Mr. Przybyla is terminated without cause or resigns for good reason, Mr. Przybyla is entitled to severance in the amount
of twelve months’ then-applicable base salary and immediate accelerated vesting of 50% of any unvested equity grants (as that term
is defined in the Company’s 2022 Equity Incentive Plan (the “Plan”)) that Mr. Przybyla has received under the Plan,
regardless of the terms of the Plan or any award agreement. The Przybyla Agreement additionally contains customary assignment of invention,
indemnification and confidentiality provisions.
Mr. Przybyla does not have
any family relationship with any director or executive officer of the Company. Mr. Przybyla has not engaged in any related party transaction
with the Company that would be required to be disclosed pursuant to Item 404 of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On
August 17, 2026, the Company issued a press release announcing Mr. Przybyla’s appointment as President. The Press release is attached
as Exhibit 99.1 hereto and incorporated by reference in this Item 7.01.
The
information set forth in this Item 7.01 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in
this Item 7.01 shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as
amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference
in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are
being furnished or filed, as applicable, with this Current Report on Form 8-K:
| Exhibit No. |
|
Description |
| 99.1* |
|
Press release, dated August 17, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| |
Ispire Technology Inc. |
| |
|
|
| |
By: |
/s/ Tuanfang Liu |
| |
|
Name: |
Tuanfang Liu |
| |
|
Title: |
Chief Executive Officer |
| |
|
|
| Dated: August 17, 2026 |
|
|
Exhibit 99.1
Ispire Technology Inc. Appoints Steven Przybyla as President
Company Strengthens U.S.-Based Leadership and Investor Communications
LOS ANGELES, Aug 17, 2026 /PRNewswire/ -- Ispire Technology
Inc. (“Ispire” or the “Company”) (NASDAQ: ISPR),
today announced the appointment of Steven Przybyla as its President, effective immediately. Przybyla will also continue to serve
as the Company’s Chief Legal Officer and Secretary giving the Company a senior, U.S.-based executive who will speak directly to
investors about both Ispire’s regulatory strategy and its growth plan.
In his expanded role, Przybyla will lead the Company’s investor
communications, working directly with the Chief Executive Officer and Chief Financial Officer on material investor relations matters.
The appointment is designed to maintain continuity of senior U.S. leadership and ensure shareholders, analysts, and prospective investors
have a clear, consistent point of contact. It also signals the Board’s commitment to communicating Ispire’s strategy, including
its compliance-driven technology platform and its IKE Tech joint venture, clearly and consistently to the U.S. capital markets.
“Steven has been at the center of every strategic initiative
we have undertaken over the past three years, from our manufacturing operations in Malaysia and intellectual property strategy to the
formation and governance of IKE Tech,” said Tuanfang Liu, Chairman and CEO of Ispire. “He understands both the regulatory
landscape that defines our industry and the expectations of U.S. investors. Appointing Steven as President provides us with a senior leader
in the United States who can speak with authority about where this Company is going and how we intend to get there.”
“Ispire is attempting to build a new infrastructure layer for
regulated nicotine economies—the hardware, the manufacturing capacity, and, through IKE Tech, the age-verification, product authentication
and compliance enforcement technology that regulators and brand owners are increasingly demanding,” said Przybyla. “My priority
in this role is straightforward: to make sure investors have direct, consistent access to management and a clear understanding of the
assets we own, the milestones we are pursuing, and the value we believe those assets can create.”
Przybyla has served as Ispire’s Chief Legal Officer and Secretary
since September 1, 2023, and will continue to serve in such capacities in addition to his new role as President. He has more than 10 years
of experience in nicotine and tobacco product regulation. From April 2024 to July 2026, he served as the Company’s chosen board
member and corporate secretary for its IKE Tech joint venture, which is developing point-of-use biometric age-gating, point-of-use authentication,
and real-time compliance enforcement technology for regulated nicotine markets. Mr. Przybyla remains the corporate secretary for IKE Tech.
From July 2020 to April 2023, Mr. Przybyla served as General Counsel
and Corporate Secretary, and subsequently as President of Hemp/Cannabis, at 22nd Century Group, Inc., a plant biotechnology company, where
he helped secure the only Modified Risk Tobacco Product authorization for a combustible cigarette granted by the U.S. Food and Drug Administration
to date. Previously, he was President of the Medical Division at Jushi, Inc., a multi-state cannabis operator, from 2018 to 2020; General
Counsel at Dent Neurologic Group LLP from 2016 to 2018; and General Counsel at Seneca Development Corporation from 2015 to 2016. He began
his career as an associate at Phillips Lytle LLP. Mr. Przybyla received his undergraduate degree in Economics from Washington & Lee
University and his Juris Doctor from Columbia Law School.
About Ispire Technology Inc.
Ispire
is engaged in the research and development, design, commercialization, sales, marketing and distribution of branded e-cigarettes and
cannabis vaping products. The Company’s operating subsidiaries own or license more than 400 patents worldwide. Ispire’s branded
e-cigarette products are marketed under the Aspire name and are sold worldwide (except in the U.S., People’s Republic of China and Russia)
primarily through its global distribution network. The Company also engages in original design manufacture (ODM) relationships with e-cigarette
brands and retailers worldwide. The Company’s cannabis products are marketed under the Ispire brand name primarily on an ODM basis
to other cannabis vapor companies. Ispire sells its cannabis vaping hardware in the US, Europe and South Africa and
it recently commenced marketing activities and customer engagement in Canada and Latin America. For more information,
visit www.ispiretechnology.com or follow Ispire on Instagram, LinkedIn, Twitter and YouTube.
Forward Looking Statements
This press release contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”)
as well as Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as
amended, that are intended to be covered by the safe harbor created by those sections. Forward-looking statements, which are based on
certain assumptions and describe the Company’s future plans, strategies and expectations, can generally be identified by the use
of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,”
“would,” “could,” “seek,” “intend,” “plan,” “goal,” “project,”
“estimate,” “anticipate,” “strategy,” “future,” “likely” or other comparable
terms, although not all forward-looking statements contain these identifying words. All statements other than statements of historical
facts included in this press release regarding the Company’s strategies, prospects, financial condition, operations, costs, plans
and objectives are forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions
prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and
projections of the Company. Such risks and uncertainties that could impact these expectations and projections include, but are not limited
to, risks and uncertainties regarding: the approval or rejection of any PMTA submitted by the Company; whether the Company’s IKE
Tech joint venture may be successful in achieving its goals as currently contemplated, with different terms, or at all; IKE Tech’s
ability to innovate in the e-cigarette technology space or develop age gating or age verification technologies for nicotine vaping devices;
the Company’s business strategies; and the risk and uncertainties described in “Risk Factors,” “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” “Cautionary Note on Forward-Looking Statements”
and the additional risk described in Ispire’s Annual Report on Form 10-K for the year ended June 30, 2025 and any subsequent
filings which Ispire makes with the SEC. You should not rely upon forward-looking statements as predictions of future events. The forward-looking
statements made in this press release relate only to events or information as of the date on which the statements are made in this press
release. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events except as required
by applicable law. You should read this press release with the understanding that our actual future results may be materially different
from what we expect.
Investor Contacts:
Brett Maas
Hayden IR
(646) 536-7331
brett@haydenir.com
James Carbonara
Hayden IR
(646)-755-7412
james@haydenir.com
