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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): September 7, 2026
StablecoinX
Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-43372 |
|
39-3052555 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification
No.) |
6160
Warren Parkway, Suite 100
Frisco,
TX |
|
75034 |
| (Address
of principal executive offices) |
|
Zip
Code |
(302)
803-6849
(Registrant’s
telephone number, including area code)
N/A
(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 |
| Class
A Common Stock, $0.0001 par value per share |
|
USDE |
|
The
Nasdaq Stock Market LLC |
| Warrants
to purchase Class A Common Stock |
|
USDEW |
|
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.
Resignation
of Chief Executive Officer
On
September 8, 2026, StablecoinX Inc. (the “Company”) announced that Edward Chen will resign from his position as Chief Executive
Officer of the Company, effective September 8, 2026. Mr. Chen will continue to serve as Chairman of the Board of Directors of the Company
(the “Board”). In connection with his resignation, Mr. Chen also resigned as a member of the Investment Committee of the
Board (the “Investment Committee”). Mr. Chen’s resignation as Chief Executive Officer was not the result of any disagreement
with the Company on any matter relating to the Company’s operations, policies or practices.
Appointment
of Chief Executive Officer
On
September 8, 2026, the Company announced that the Board has appointed Christopher Jensen as Chief Executive Officer of the Company, effective
September 8, 2026. In connection with his appointment, Mr. Jensen was also appointed as a member of the Board and as a member of the
Investment Committee.
Mr.
Jensen, age 47, brings two decades of experience as an institutional investor and capital allocator, with a focus on blockchain and digital
assets since 2018. Mr. Jensen spent over eleven years at Franklin Templeton, a leading global asset manager, most recently as Senior
Vice President, Portfolio Manager, and Director of Digital Asset Research. Before joining Franklin Templeton in 2015, he was a Principal
at SLR Capital Partners, a New York-based alternative asset manager focused on cash flow and asset-based lending and specialty finance.
Mr. Jensen holds a Bachelor of Arts in Philosophy from Princeton University, an MBA from the Yale School of Management and a Certificate
in Data Science from Stanford University.
Compensatory Arrangements of Executive Officers
In
connection with his appointment as Chief Executive Officer, the Company entered into an employment agreement with Mr. Jensen (the “CEO
Agreement”). The CEO Agreement provides that Mr. Jensen will receive:
| (i) | annualized
base salary of $450,000; |
| (ii) | an
annual performance-based discretionary bonus with a target of 150% and a maximum of 200%
of his base salary, with the 2026 bonus guaranteed at no less than a prorated target amount;
and |
| (iii) | subject
to Board approval, certain restricted stock units under the Company’s 2026 Stock Incentive
Plan. Mr. Jensen will also be eligible to be considered annually to receive equity-based
long-term incentive awards from the Company. |
Upon
a termination of Mr. Jensen’s employment by the Company without Cause or by Mr. Jensen for Good Reason (each as defined in the
Employment Agreement), Mr. Jensen will be entitled to severance equal to 1.5 times his base salary, payable over 18 months, plus a lump-sum
cash payment equal to 18 months of COBRA premiums. In the event such a termination occurs during a Qualifying Change in Control Period
(as defined in the Employment Agreement), Mr. Jensen will instead be entitled to severance equal to 2.5 times the sum of his base salary
and target bonus, payable in a lump sum, plus a lump-sum cash payment equal to 24 months of COBRA premiums.
There
are no family relationships between Mr. Jensen and any director or executive officer of the Company, and there are no arrangements or
understandings between Mr. Jensen and any other person pursuant to which he was appointed as Chief Executive Officer. There are no transactions
between the Company and Mr. Jensen that are required to be disclosed pursuant to Item 404(a) of Regulation S-K, other than as described
in this Current Report on Form 8-K.
On
September 7, 2026, the Company also entered into an employment agreement with Young Cho (the “CFO Agreement” and together
with the CEO Agreement, the “Employment Agreements”), who was previously appointed as Chief Financial Officer of the Company.
The CFO Agreement provides that Mr. Cho will receive:
| |
(i) |
annualized
base salary of $300,000; |
| |
(ii) |
an annual
performance-based discretionary bonus with a target of 100% and a maximum of 150% of his base salary, with the 2026 bonus guaranteed
at no less than a prorated target amount; and |
| |
(iii) |
subject
to Board approval, certain restricted stock units under the Company’s 2026 Stock Incentive Plan. Mr. Cho will also be eligible
to be considered annually to receive equity-based long-term incentive awards from the Company. |
Upon
a termination of Mr. Cho’s employment by the Company without Cause or by Mr. Cho for Good Reason (each as defined in the Employment
Agreement), Mr. Cho will be entitled to a lump-sum cash payment equal to 12 months of COBRA premiums and any earned but unpaid annual
bonus. In the event such a termination occurs during a Qualifying Change in Control Period (as defined in the Employment Agreement),
Mr. Cho will instead be entitled to severance equal to 2.0 times the sum of his base salary and target bonus, payable in a lump sum,
plus a lump-sum cash payment equal to 18 months of COBRA premiums and any unpaid annual bonus.
The
foregoing descriptions of the Employment Agreements do not purport to be complete and are qualified in their entirety by reference to
the full text of the Employment Agreements, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form
8-K and are incorporated herein by reference.
A
copy of the press release announcing Mr. Jensen’s appointment is attached as Exhibit 99.1 and incorporated herein by reference.
Cautionary
Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains
certain forward-looking statements within the meaning of the U.S. federal securities laws, including statements regarding the Company’s
leadership transition and the anticipated effectiveness thereof. These forward-looking statements are generally identified by the words
“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “potential,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events
or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors
could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including,
but not limited to, the effects of the leadership transition on the Company’s business, employees, customers and partners; the
Company’s ability to retain key personnel; the failure of StablecoinX to maintain the listing of its shares of Class A common stock;
costs incurred as a result of StablecoinX becoming a public company; changes in business, market, financial, political and regulatory
conditions; risks relating to StablecoinX’s operations and business; the risk that the anticipated benefits of the business combination
may not be realized; the highly volatile nature of the price of ENA and other products issued by Ethena; risks related to increased competition
in the industries in which StablecoinX operates; risks relating to significant legal, commercial, regulatory and technical uncertainty
regarding crypto assets, including stablecoins; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; risks
that StablecoinX experiences difficulties managing its growth and expanding operations; challenges in implementing StablecoinX’s
business plan including developing and launching its infrastructure services, StablecoinX Harness middleware and distribution services,
whether due to operational challenges, significant competition and regulation or other reasons; the outcome of any potential legal proceedings
that may be instituted against StablecoinX or others relating to the business combination, and other risks and uncertainties described
in the filings of StablecoinX with the Securities and Exchange Commission (the “SEC”). The inclusion of any statement in
this Current Report on Form 8-K does not constitute an admission by StablecoinX or any other person that the events or circumstances
described in such statement are material. The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing
factors and the other risks and uncertainties described in the “Risk Factors” section of its Quarterly Report on Form 10-Q
for the quarter ended June 30, 2026, and the other documents that have been filed by StablecoinX with the SEC and other documents to
be filed by StablecoinX from time to time with the SEC. These filings do or will identify and address other important risks and uncertainties
that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be
additional risks that StablecoinX does not presently know or that StablecoinX currently believes are immaterial that could also cause
actual results to differ from those contained in the forward-looking statements.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Employment Agreement, dated September 7, 2026 between StablecoinX Inc. and Christopher Jensen. |
| 10.2 |
|
Employment Agreement, dated September 7, 2026 between StablecoinX Inc. and Young Cho. |
| 99.1 |
|
Press release dated September 8, 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.
| |
StablecoinX
Inc. |
| |
|
|
| Date:
September 8, 2026 |
By: |
/s/
Young Cho |
| |
Name: |
Young
Cho |
| |
Title: |
Chief
Financial Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
StablecoinX Appoints Christopher Jensen as Chief Executive Officer
and Director
| ● | Longtime institutional investor
and a founding member of Franklin Templeton’s digital asset group (launched in 2018) to lead day-to-day operations of the only
Nasdaq-listed pure-play company focused on the Ethena digital dollar ecosystem |
| ● | Ted Chen, who led StablecoinX
through its public listing as Chief Executive Officer, continues as Chairman of the Board, focused on long-term strategy and capital
markets positioning |
New York, NY – September 8, 2026 – StablecoinX Inc.
(Nasdaq: USDE), the public company purpose-built to advance and scale the Ethena digital dollar ecosystem, today announced the appointment
of Christopher Jensen as Chief Executive Officer, effective immediately. Mr. Jensen has also been appointed to the Company’s Board
of Directors. He brings two decades of institutional investment experience, public markets fluency, and deep digital asset expertise to
the role.
Mr. Jensen succeeds Ted Chen, who has served as Chief Executive Officer
since StablecoinX became a public company in June 2026 and will continue as Chairman of the Board. As Chairman, Mr. Chen will remain focused
on the Company’s long-term vision and strategy, capital markets positioning, and its partnership with Ethena.
Mr. Jensen assumes day-to-day leadership across the Company’s
three business lines: Infrastructure Services, Infrastructure Software, and Distribution Services. He will also oversee StablecoinX’s
treasury strategy, which is anchored by approximately 3.03 billion ENA tokens, roughly 20% of total supply, making StablecoinX the largest
corporate holder of Ethena’s governance token. StablecoinX and Ethena maintain a formal strategic relationship that gives the Company
structural participation in the growth of the ecosystem.
“Since co-founding StablecoinX, I have been looking for a leader
who could focus on the Company’s next phase of growth and credibly operate in three worlds at once: institutional asset management,
the digital asset ecosystem, and the public markets. Christopher is one of very few people who has spent a career in all three,”
said Ted Chen, Chairman of the Board of StablecoinX. “He helped build one of the most respected institutional digital asset investment
platforms in the industry, he has known the Ethena team since the earliest days of the protocol, and he understands what public stockholders
expect. Having taken StablecoinX public, I am glad to hand day-to-day leadership to Christopher and refocus my attention on the Company’s
ongoing strategy and capital markets positioning as Chairman.”
“StablecoinX is the public market entry point into the Ethena
ecosystem, and our relationship with the Company is a long-term one,” said Guy Young, founder and Chief Executive Officer of Ethena
Labs. “Christopher has the perfect experience to lead the business in its next phase of growth with a deep understanding of both
traditional capital markets and onchain finance.”
“StablecoinX was built on a straightforward premise: the growth
of digital dollars is one of the most consequential shifts in modern finance and public market investors deserve a direct, well-governed
way to participate in it,” said Christopher Jensen, Chief Executive Officer of StablecoinX. “My focus is converting that premise
into results. That means building durable, revenue-generating infrastructure around the Ethena ecosystem, deepening our strategic relationship
with Ethena, and communicating with the market with the rigor institutional investors expect. We have the position and the balance sheet.
The work now is execution.”
About Christopher Jensen
Mr. Jensen joins StablecoinX from Franklin Templeton, where he was
a Senior Vice President and served as Portfolio Manager and Director of Digital Asset Research. He was a founding member of the firm’s
digital asset group, established in 2018, and served on its leadership team. He was a named portfolio manager on two funds, led the group’s
fundamental research team, and helped shape investment strategy, product design, and commercialization of the firm’s digital asset
investment products and crypto ETPs. Franklin Templeton’s blockchain venture fund participated in Ethena’s seed round, and
Mr. Jensen has followed the protocol and the team closely since its earliest days.
Earlier at Franklin Templeton, Mr. Jensen was Head of Credit for the
firm’s Data Science and Digital Lending Strategies team and before that a Senior Research Analyst in the firm’s Floating Rate
Debt Group. Prior to Franklin Templeton, he was an investment professional and Investment Committee member at SLR Capital Partners, where
he contributed to investment research, deal structuring, earnings preparation, board reporting, and investor materials for two publicly
traded investment vehicles. He began his investment career at CIT Group.
Mr. Jensen speaks regularly at institutional investment and digital
asset conferences, including Permissionless, Blockworks’ Digital Asset Summit, and Abu Dhabi Finance Week, and engages frequently
with institutional investors, sovereign wealth funds, and central banks. He holds an MBA from the Yale School of Management and a Bachelor
of Arts in Philosophy from Princeton University.
About StablecoinX
StablecoinX Inc. (Nasdaq: USDE) is a publicly traded company offering
investors exposure to the stablecoin economy through its strategic focus on the Ethena ecosystem, one of the world’s largest issuers
of digital dollars. The Company operates across infrastructure services, infrastructure software, and distribution services, each purpose-built
to advance and scale the Ethena ecosystem. As stablecoins increasingly serve as foundational infrastructure for global payments, decentralized
finance, and digital capital markets, StablecoinX combines the accessibility of a public listing with direct participation in one of the
fastest-growing segments of global finance.
Forward-Looking Statements
This press release contains certain forward-looking statements within
the meaning of the U.S. federal securities laws, including expectations, intentions, plans, prospects regarding StablecoinX’s expectations
with respect to future performance, its vision and business strategy. These forward-looking statements are generally identified by the
words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “potential,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events
or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors
could cause actual future events to differ materially from the forward-looking statements in this press release, including, but not limited
to, the failure of StablecoinX to maintain the listing of its shares of Class A common stock; costs incurred as a result of StablecoinX
becoming a public company; changes in business, market, financial, political and regulatory conditions; risks relating to StablecoinX’s
operations and business; the risk that the anticipated benefits of the business combination may not be realized; the highly volatile nature
of the price of ENA and other products issued by Ethena; risks related to increased competition in the industries in which StablecoinX
operates; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding crypto assets, including stablecoins;
risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; risks that StablecoinX experiences difficulties managing
its growth and expanding operations; challenges in implementing StablecoinX’s business plan including developing and launching its
infrastructure services, StablecoinX Harness middleware and distribution services, whether due to operational challenges, significant
competition and regulation or other reasons; the outcome of any potential legal proceedings that may be instituted against StablecoinX
or others relating to the business combination, and other risks and uncertainties described in the filings of StablecoinX with the Securities
and Exchange Commission (the “SEC”). The inclusion of any statement in this press release does not constitute an admission
by StablecoinX or any other person that the events or circumstances described in such statement are material.
The foregoing list of risk factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of its Quarterly
Report on Form 10-Q for the quarter ended June 30, 2026, and the other documents that have been filed by StablecoinX with the SEC and
other documents to be filed by StablecoinX from time to time with the SEC. These filings do or will identify and address other important
risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
There may be additional risks that StablecoinX does not presently know or that StablecoinX currently believes are immaterial that could
also cause actual results to differ from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking statements, and StablecoinX assumes no obligation and does not intend
to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. StablecoinX
does not give any assurance that either it will achieve its expectations. The inclusion of any statement in this press release does not
constitute an admission by StablecoinX or any other person that the events or circumstances described in such statement are material.
Contacts
Investor Relations
Adele Carey
SVP, Investor Relations
stablecoinxir@allianceadvisors.com
Media Relations
Aayushi
PR & Media Associate
aayushi@allianceadvisors.com
Source: StablecoinX Inc.
