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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
3, 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 3, 2026, Streamex Corp. (the “Company”) executed an offer letter with Shawn Matthews (such offer letter, the “Matthews
Offer Letter”), in connection with Mr. Matthew’s appointment as a non-employee director of the board of directors (“Board”)
of the Company. Mr. Matthews’ term of office will continue until the next annual meeting of the Company’s stockholders, or
until his successor is duly elected and qualified, or his earlier death, resignation or removal. Pursuant to the Matthews Offer Letter,
Mr. Matthews will serve as a non-employee director of the Board and receive compensation consistent with the Company’s non-employee
director compensation policy, as in effect from time to time. Under the Company’s current policy, Mr. Matthews is entitled to an
annual cash retainer of $40,000, as well as an additional annual retainer of $25,000 for each Board committee on which he serves. Mr.
Matthews received a restricted stock award for 100,000 shares of the Company’s common stock, par value $0.001 (“Common Stock”),
in connection with such appointment. Mr. Matthews is also eligible to receive additional annual equity compensation, the amount and form
of which will be determined by the Company’s Compensation Committee (“Compensation Committee”) in accordance with the
Company’s equity compensation policies. The Company will provide Mr. Matthews with the same indemnification rights afforded to
its other directors under its governing documents and applicable law, including the advancement of expenses to the fullest extent permitted.
Additionally, the Company will maintain directors and officers liability insurance covering Mr. Matthews in his capacity as a director,
on terms no less favorable than those applicable to other members of the Board. Such coverage will remain in effect for the duration
of Mr. Matthews’ duration of service and for any applicable tail period following his departure, as required by law or Company
policy.
The
foregoing description of the Matthews Offer Letter does not purport to be complete and is qualified in its entirety by reference to the
full text of the Matthews Offer Letter, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
The
disclosures in this Current Report on Form 8-K under Item 1.01 are incorporated herein by reference.
On
March 3, 2026, the Board appointed Mr. Shawn Matthews as an independent director of the Board and as a member of the Compensation Committee,
such appointment effective upon his acceptance of the Matthews Offer Letter. Mr. Matthews’ term of office will continue until the
next annual meeting of the Company’s stockholders, or until his successor is duly elected and qualified, or his earlier death,
resignation or removal.
Shawn
Matthews is currently the Founder and Chief Investment Officer of Hondius Capital Management, a global alternative asset manager. In
this role, he has oversight of and responsibility for all firm investments. Mr. Matthews has been actively investing in global markets
for over 30 years, with the majority of his career focused on trading across asset classes. Prior to founding Hondius Capital Management,
Mr. Matthews served as Chief Executive Officer of Cantor Fitzgerald & Co. (“Cantor Fitzgerald”) from 2009 through April
2018. Before becoming Chief Executive Officer at Cantor Fitzgerald, he held a number of senior investment leadership roles there, including
Head of Capital Markets and Head of Mortgage Trading. Earlier in his career, Mr. Matthews worked as a fixed income derivatives trader,
traded privatization certificates in Eastern Europe, and later founded both an equity-focused hedge fund, Alchemist Capital Management,
and a fixed income broker-dealer, West Side Capital. Mr. Matthews holds a Bachelor of Science in Finance from Fairfield University and
an MBA from Hofstra University.
The
terms of Mr. Matthews’ appointment as an independent director, including, amongst other things, compensation, are further set forth
in the Matthews Offer Letter described in Item 1.01 of this Current Report on Form 8-K.
Item
8.01 Other Events.
On
March 3, 2026, the Company issued a press release announcing the appointment of Shawn Matthews to its Board.
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 |
|
Offer Letter, dated March 3, 2026 |
| 99.1 |
|
Press Release, dated March 3, 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 6, 2026 |
By: |
/s/ Karl
Henry McPhie |
| |
Name: |
Karl
Henry McPhie |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
Streamex Corp. Appoints Shawn
Matthews, Former CEO of Cantor Fitzgerald & Co. & Founder and CIO of Hondius Capital Management, to Board of Directors
WINTER PARK,
Fla., March 03, 2026 (GLOBE NEWSWIRE) — Streamex Corp. (“Streamex” or the “Company”) (NASDAQ: STEX),
a leader in institutional-grade tokenization and digital asset infrastructure, today is excited to announce the appointment of Shawn Matthews,
Former CEO of Cantor Fitzgerald & Co. and Founder and Chief Investment Officer of Hondius Capital Management, to its Board of Directors.
In this role, Mr. Matthews will bring decades of global investment, trading, and executive leadership experience to support Streamex’s
strategic growth, capital markets initiatives, and governance. He is joining as an independent director.
Morgan Lekstrom,
Co-Founder & Executive Chairman of Streamex said, “Shawn joins Streamex at a critical growth juncture bringing 30 years of high
growth capital markets experience and connections to help accelerate our first-mover products. As a highly respected investor and operator
with more than three decades of experience across global markets, his deep understanding of capital markets, risk management, and institutional
investing, combined with his leadership experience as former CEO of Cantor Fitzgerald, makes him an exceptional addition to our Board.
Shawn’s perspective will be invaluable as we continue to scale Streamex and expand our institutional footprint. As Executive Chairman
and Co-Founder, we warmly welcome Shawn to the Streamex team.”
Shawn Matthews
states, “I am honored to join the Streamex Board at such a transformative moment for the financial markets. Streamex has built and
is expanding its critical infrastructure that bridges traditional finance and digital assets in a thoughtful, institutional-grade manner.
My experience bridging institutional investors and strategies will lend well to accelerating Streamex as a board member. I look forward
to working with the Board and management team to help guide the company’s long-term strategy and growth.”
About
Shawn Matthews
Shawn Matthews
is the Founder and Chief Investment Officer of Hondius Capital Management, a global alternative asset manager. In this role, he has oversight
of and responsibility for all firm investments. Mr. Matthews has been actively investing in global markets for over 30 years, with the
majority of his career focused on trading across asset classes.
Prior to
founding Hondius Capital Management, Mr. Matthews served as Chief Executive Officer of Cantor Fitzgerald & Co. from 2009 through April
2018. Before becoming CEO, he held a number of senior investment leadership roles at Cantor Fitzgerald, including Head of Capital Markets
and Head of Mortgage Trading. Earlier in his career, Mr. Matthews worked as a fixed income derivatives trader, traded privatization certificates
in Eastern Europe, and later founded both an equity-focused hedge fund, Alchemist Capital Management, and a fixed income broker-dealer,
West Side Capital.
Mr. Matthews
holds a Bachelor of Science in Finance from Fairfield University and an MBA from Hofstra University.
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, and the impact of new Board appointments. 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. 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
