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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
March
26, 2026
Date
of Report (Date of earliest event reported)
STREAMEX
CORP.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-38659 |
|
26-4333375 |
| (State
|
|
(Commission |
|
(I.R.S.
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
Number) |
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)
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, 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
1.01 Entry into a Material Definitive Agreement.
On
March 26, 2026, Henry McPhie, Chief Executive Officer, and Morgan Lekstrom, Executive Chairman (each, an “Insider”), of Streamex
Corp. (the “Company”) each entered into a Lock-Up Agreement (each, a “Lock-Up Agreement”) with the Company.
Pursuant
to the terms of each Lock-Up Agreement, each Insider has agreed that, for a period of one (1) year from the date of the Lock-Up Agreement
(the “Restriction Period”), such Insider will not, directly or indirectly, offer, sell, contract to sell, hypothecate, pledge,
or otherwise dispose of any shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), or securities
convertible, exchangeable, or exercisable into shares of Common Stock, beneficially owned, held, or hereafter acquired by such Insider.
The Lock-Up Agreements permit certain limited exceptions to the transfer restrictions, including bona fide gifts, transfers to immediate
family members or related trusts and entities, transfers by operation of law, and transfers of shares purchased in open market transactions
after the date of the Lock-Up Agreement, in each case subject to certain conditions as set forth therein.
The
foregoing description of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by reference to the
full text of the form of Lock-Up Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference
Item
8.01 Other Events.
On
March 27, 2026, the Company issued a press release to clarify and formally refute a series of third-party posts which referenced the
purported expiration of certain lock-up agreements and to announce the Lock-Up Agreements.
A
copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Description |
| 10.1 |
|
Form of Lock-Up Agreement, dated March 26, 2026. |
| 99.1 |
|
Press Release, dated March 27, 2026 |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL) |
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:
March 27, 2026 |
By: |
/s/
Karl Henry McPhie |
| |
Name: |
Karl
Henry McPhie |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Streamex
Corp. Clarifies and Refutes Inaccurate Claims Regarding Lock-Up Agreements; Co-Founders Morgan Lekstrom & Henry McPhie Enter into
Voluntary 1 Year Lock-Up Agreements
Winter
Park, FL – March 27, 2026 – Streamex Corp. (“Streamex” or the “Company”) (NASDAQ: STEX) today
issued a statement to clarify and formally refute a series of third-party posts attributed to S&P Capital IQ and displayed on MarketScreener
on March 23, 2026, which referenced the purported expiration on March 24, 2026 of certain lock-up agreements.
The
Company has determined that the information contained in these posts is materially inaccurate and misleading. Specifically, the referenced
aggregate total of 89,833,535 shares of common stock allegedly subject to lock-up agreements and held by executive officers, directors,
and certain other security holders in connection with the January 26, 2026 financing is incorrect. The Company confirms that none of
its executive officers, directors, or other referenced security holders held warrants, options, preferred stock, or other securities
subject to such lock-up agreements as described in the posts.
For
clarity, certain directors and officers of the Company entered into customary 60-day lock-up agreements on January 22, 2026 in connection
with the January 26, 2026 financing. The total number of shares subject to these lock-ups was 42,887,599 shares, consisting of 21,014,450
shares held by Co-Founder and Chief Executive Officer Henry McPhie and 20,707,421 shares held by Co-Founder and Executive Chairman Morgan
Lekstrom. None of the individuals subject to these agreements held options, warrants, or Series C convertible preferred stock; accordingly,
no such securities were subject to the lock-up agreements.
The
January 26, 2026 financing was conducted as a confidentially marketed public offering. All shares issued in connection with this offering
were freely tradable upon closing and were not subject to any lock-up restrictions.
Furthermore,
on March 26, 2026, Morgan Lekstrom and Henry McPhie, as co-founders and the Company’s largest shareholders, voluntarily entered
into new lock-up agreements (the “Lock-Up Parties”). Pursuant to these agreements, the Lock-Up Parties have agreed not to
sell, transfer, or otherwise dispose of any shares of common stock of the Company, or securities convertible into, exchangeable for,
or exercisable for common stock, for a period of one year from the date of the agreement without the prior written consent of the Company.
“Misinformation
contained in recent third-party publications is false, and the Company refutes these statements,” said Morgan Lekstrom and Henry
McPhie in a joint statement. “We believe the Company is well positioned, supported by significant capital on its balance sheet
and the ongoing successful launch of GLDY with many near term catalysts expected in the pipeline. As co-founders and the Company’s
largest shareholders, we are fully aligned with Streamex’s long-term vision and strategy. Our decision to enter into voluntary
one-year lock-up agreements reflects our continued commitment to the Company and its shareholders.”
About
Streamex Corp.
Streamex
Corp. (NASDAQ: STEX) is a technology and infrastructure company focused on the tokenization and digitalization of commodity real-world
assets. Streamex delivers institutional-grade solutions that bridge traditional finance and blockchain-enabled markets through secure,
regulated, and yield-bearing financial instruments.
For
more information, visit www.streamex.com.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including
statements regarding Streamex’s business strategy, future growth, product development, and liquidity initiatives. These statements
are based on current expectations and assumptions that are subject to risks and uncertainties, many of which are beyond Streamex’s
control, and actual results may differ materially. Factors that could cause such differences include, among others, market conditions,
regulatory developments, and macroeconomic factors affecting digital asset markets. A discussion of these and other factors, including
risks and uncertainties with respect to Streamex, is set forth in Streamex’s filings with the Securities and Exchange Commission,
including its most recent Annual Report on Form 10-K, as may be supplemented or updated by Streamex’s Quarterly Reports on Form
10-Q and Current Reports on Form 8-K, as well as discussions of potential risks, uncertainties, and other important factors included
in other filings by Streamex from time to time. Streamex undertakes no obligation to update or revise any forward-looking statements
except as required by applicable law.
Contacts
Streamex
Press & Investor Relations
Adele
Carey – Alliance Advisors Investor Relations
IR@streamex.com | acarey@allianceadvisors.com
Henry
McPhie
Chief
Executive Officer, Streamex Corp.
www.streamex.com | X.com/streamex
