IP Strategy Holdings (IPST) Proxy Filing summary

Executive summary

• Special Meeting scheduled for September 18, 2025, to vote on seven key proposals impacting capital structure, governance, compensation, and corporate flexibility.

• Board unanimously recommends voting in favor of all proposals, which include major financing, equity, and governance changes.

• Proposals are designed to support compliance with Nasdaq rules, enhance capital raising ability, and align with best practices in governance.

Voting matters and shareholder proposals

• Financing Proposal: Approval for issuance of pre-funded warrants and shares to investors, including use of cash, USDC, and $IP Tokens, with significant dilution expected.

• Advisory Compensation Proposal: Approval for issuance of shares, RSUs, and warrants to advisors for consulting on digital asset treasury strategy.

• Authorized Share Proposal: Amendment to increase authorized capital stock from 495M to 995M shares.

• Stockholder Action Proposal: Amendment to allow stockholder action by written consent, enhancing shareholder rights.

• Reverse Stock Split Proposal: Authorization for a reverse split at a ratio of 1:5 to 1:20 to maintain Nasdaq listing and improve stock price.

• Incentive Plan Proposal: Increase shares reserved under the 2024 Equity Incentive Plan from 5M to 35M.

• Adjournment Proposal: Authorization to adjourn the meeting to solicit additional proxies if needed.

Board of directors and corporate governance

• Board to expand to eight members, with up to five designated by Story Foundation post-financing approval.

• Digital Assets Committee to be formed, comprised solely of new directors from Story Foundation.

• Board and committees to be reconstituted to reflect new governance structure.

• Board recommends all proposals and has set procedures for director nominations and shareholder proposals for future meetings.