false
0001861657
0001861657
2026-03-31
2026-03-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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) March 31, 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 8.01
Other Events.
On
March 31, 2026, Canton Strategic Holdings, Inc. (the “Company”) issued a press release announcing results for the full year
ended December 31, 2025. A copy of the press release is attached hereto as Exhibits 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description
of Exhibit |
| 99.1 |
|
Press Release, dated March 31, 2026 |
| 104 |
|
The
cover page from this Current Report on Form 8-K, formatted in 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 31, 2026 |
Canton
Strategic Holdings, Inc. |
| |
|
| |
/s/
Mark Wendland |
| |
Mark
Wendland |
| |
Chief
Executive Officer |
Exhibit
99.1
Canton
Strategic Holdings Reports Full Year 2025 Financial and Operational Results
First
Annual Report Since Establishing Canton Network Digital Asset Strategy Highlights Accelerating Network Momentum and Strengthened Capital
Position
NEW
YORK, March 31, 2026 — Canton Strategic Holdings, Inc. (NASDAQ: CNTN) (“Canton Strategic Holdings” or the “Company”),
the first publicly traded company to leverage Canton Coin (CC) to support the Canton Network’s ability to digitize traditional
financial markets, today announced its financial and operating results for the full year ended December 31, 2025.
Canton
Strategic Holdings executes a differentiated digital asset strategy that seeks to create long-term shareholder value through initiatives
including CC acquisition, operation of a Super Validator, and continued investment in applications that support network utilization and
expand institutional adoption of the Canton Network. The Company established this strategy through a $545 million private placement in
November 2025 and enters 2026 with a strengthened balance sheet, an active validator role that helps secure the more than one million
daily transactions on the network, and governance participation through membership on the Canton Foundation Board of Directors.
“With
more than $9 trillion in monthly transaction volume onchain, the Canton Network has demonstrated that its unique, privacy-enabled blockchain
architecture is designed to operate at institutional scale,” said Mark Wendland, Chairman and Chief Executive Officer of Canton
Strategic Holdings. “Our digital asset investment strategy reflects our strong conviction in the Canton Network’s ability
to transform the future of global finance and drive capital efficiencies through atomic settlement. Through 2025, the Canton Network
saw increased adoption, with major institutions including DTCC, BNY, Goldman Sachs, Franklin Templeton, and countless others leveraging
the technology to power their onchain financing, settlement, clearing, and tokenization efforts. We intend to align our capital allocation
with our mission of driving institutional adoption of the Network while creating durable, long-term shareholder value.”
Strategic
Highlights
Through
2025 and into early 2026, the Company achieved the following milestones:
| ● | Established
digital asset treasury and investment strategy through a $545 million private placement
in November 2025, led by DRW and Liberty City Ventures, with participation from the Canton
Foundation, making Canton Strategic Holdings the first and only publicly traded company supported
by the Canton Foundation. |
| | | |
| ● | Launched
at-the-market equity program and established a shelf registration statement, providing
a flexible capital-raising mechanism to fund the Company’s ongoing digital asset strategy. |
| | | |
| ● | Strengthened
leadership team with the appointment of Mark Wendland as Chairman and Chief Executive
Officer, bringing decades of trading and treasury operations experience at major trading
firms to oversee the Company’s digital asset strategy. |
| | | |
| ● | Secured
approval to operate as a Super Validator on the Canton Network in early 2026, enabling
the Company to help secure network transactions while accruing CC rewards that bolster its
digital asset treasury. Super Validators collectively support over 1 million daily transactions
and $9 trillion in monthly transaction volume on the Canton Network. |
| ● | Closed
$55 million underwritten registered offering of common stock and pre-funded warrants
in early 2026, providing additional growth capital for the continued expansion of the Company’s
Canton-centric digital asset treasury strategy. |
| | | |
| ● | Bolstered
Board of Directors with the appointments of former CFTC Commissioner Jill Sommers and
DRW Chief of Staff William Wiley, bringing deep regulatory and institutional trading expertise
to oversight of the Company’s strategy. |
| | | |
| ● | Joined
the Canton Foundation Board to help shape the Canton Network’s governance framework,
tokenomics, and strategic roadmap. |
“We
are committed to building a world-class platform anchored in capital efficiency, disciplined treasury management, and deep engagement
with emerging financial technology,” continued Mr. Wendland. “CC plays a critical role as the utility token for transactions
on the Canton Network, with a purposefully designed tokenomics framework that prioritizes transparency and aligns incentives across the
ecosystem. Our strategic digital asset reserve of CC reflects our conviction in the potential of the Canton Network to drive efficiency,
transparency, and resiliency across global capital markets.”
Full
Year 2025 Financial Summary
The
following highlights reflect the Company’s financial results for the full year ended December 31, 2025, encompassing both its newly
established digital asset strategy and its existing clinical-stage biotech research and development operations.
| ● | CC
Treasury Holdings: As of December 31, 2025, the Company held 3,339,569,946 CC with a
fair value of $501,760,369. |
| | | |
| ● | Balance
Sheet: As of December 31, 2025, the Company had $17 million in cash. |
| | | |
| ● | Revenue:
The Company has not recognized revenue since inception, including for the years ended
December 31, 2025 and 2024, reflecting its stage of development as a digital asset treasury
company. |
| | | |
| ● | Operating
Expenses: Total operating expenses in 2025 were $20.1 million compared to $12.4 million
in 2024, primarily driven by increased SG&A costs related to the Company’s transition
to a Canton-focused digital asset treasury strategy, including $6 million of non-recurring
compensation paid in connection with the November 2025 private placement. |
| | | |
| ● | Digital
Asset Valuation: The Company recorded an unrealized loss on digital assets of $22.0 million
in 2025, reflecting the difference between the reference price of CC as of December 31, 2025
and the weighted average cost of CC holdings acquired through the November 2025 private placement
and subsequent purchases. |
| | | |
| ● | Net
Loss: Net Loss for 2025 was $35.9 million or ($1.12) per diluted share, compared to $12.2
million or ($9.41) per diluted share, in 2024. The year-over-year increase in net loss was
primarily driven by increased operating expenses associated with the digital asset strategy
transition, non-recurring compensation paid in connection with the November 2025 private
placement and the unrealized loss on digital assets. The Company has an accumulated deficit
of $72.8 million as of December 31, 2025, and has funded its operations primarily through
the sale of equity securities. |
2026
Strategy
As
the Company enters the first full year of its digital asset strategy, it intends to strengthen its capital base and advance its mission
through several key initiatives:
| ● | Canton
Network Ecosystem Development: The Company is committed to expanding partnership opportunities,
both through direct investment in ecosystem builders as well as ongoing engagement with institutions
as they adopt blockchain technology. |
| | | |
| ● | Value
Accretion through Mobilization of CC Holdings: We believe recent developments on the
Canton Network present opportunities to drive increased value from the Company’s CC
holdings, including through locking mechanisms to drive yield outlined in CIP 0105, as well
as in the lending, options, and vault markets as they evolve. |
| | | |
| ● | Disciplined
Expense Management: The Company intends to implement a streamlined cost structure, prioritizing
the most value accretive initiatives and reducing expenses following the realization of non-recurring
compensation and administrative costs in Q1 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 driving value through activities
on the Canton Network, the Company also operates clinical-stage biotech research and development. For more information, visit www.cantonstrategic.com.
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains statements about future expectations, plans and prospects, as well as any other statements regarding matters that
are not historical facts, which may constitute “forward-looking statements” within the meaning of the U.S. federal securities
laws. Such statements include, but are not limited to, goals and expectations regarding the Company’s strategy and potential partnerships,
future financial and operating performance, projections or statements of plans and objectives, and other statements accompanied by the
words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,”
“projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,”
“potential” or similar words, but the absence of these words does not mean that a statement is not forward-looking.
These
forward-looking statements are based on current expectations, estimates, assumptions, and projections, and involve known and unknown
risks, uncertainties, and other factors—many of which are beyond the Company’s control—that may cause actual results,
performance, or achievements to differ materially from those expressed or implied by such statements. Important factors that may affect
actual results include, among others, the Company’s ability to execute its growth strategy; its ability to raise and deploy capital
effectively; potential use of the Company’s ATM facility; developments in technology and the competitive landscape; the market
performance of CC; government regulation of cryptocurrencies; and other risks and uncertainties described under “Risk Factors”
in the Company’s Annual Report on Form 10-K and in other filings with the SEC. These filings are available at www.sec.gov. The
Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events,
or otherwise, except as required by law.
CONTACT
Media:
Gasthalter
& Co.
(212) 257-4170
canton@gasthalter.com
Investors:
ir@cantonstrategic.com
X: @CantonStrategic
LinkedIn: Linkedin.com/CantonStrategicHoldings
Website: www.cantonstrategic.com
