Lite Strategy, Inc. filed a current report on Form 8-K on November 3, 2026, disclosing that Green Dragon Investments LLC exercised 517,509 Advisory Warrants in a cashless exercise on October 29, 2026, resulting in the issuance of 517,465 shares of common stock.

Key Highlights

  • Cashless exercise: Green Dragon Investments LLC exercised 517,509 Advisory Warrants on October 29, 2026, receiving 517,465 shares of common stock.
  • Exercise price: The Advisory Warrants carried an exercise price of $0.0001 per share, according to the filing.
  • Originating agreement: The Advisory Warrants arose from an Advisory Agreement entered into on July 22, 2025, between Lite Strategy, Inc. and Green Dragon Investments LLC.
  • Fee structure: The Annual Advisory Fee is payable in warrants equal to 0.75% per annum of Account Assets, as defined in the Advisory Agreement.
  • Exemption relied upon: The company relied on the exemption from registration under Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D for the issuance.
  • Par value: The common stock issued carries a par value of $0.00000002 per share.

Green Dragon Cashless Warrant Exercise Details for Lite Strategy

According to the filing, Lite Strategy, Inc. (NASDAQ:LITS) reported under Item 3.02 (Unregistered Sales of Equity Securities) that Green Dragon Investments LLC completed a cashless exercise of 517,509 Advisory Warrants on October 29, 2026, resulting in the issuance of 517,465 shares of common stock. The difference between warrants exercised and shares issued reflects the mechanics of a cashless exercise as described in the filing.

The Advisory Warrants were originally established under an Advisory Agreement dated July 22, 2025. Under that agreement, the company disclosed it agreed to pay Green Dragon an asset-based Annual Advisory Fee in the form of warrants equal to 0.75% per annum of Account Assets. The number of warrants issued for any given year is determined by dividing the dollar amount of the Annual Advisory Fee by the average volume-weighted average price (VWAP) of the common stock over the 30 trading days ending on the day prior to the applicable Fee Reference Date, as defined in the Advisory Agreement.

The company disclosed that the shares were issued in reliance on the exemption from Securities Act registration provided by Section 4(a)(2) and/or Rule 506(b) of Regulation D, covering transactions by an issuer not involving a public offering. The filing notes that the full description of the Advisory Warrants is qualified by the form of Advisory Warrant filed as Exhibit 4.5 to the company's Form 8-K filed on July 22, 2025. The report was signed by Justin J. File, Chief Executive Officer, Chief Financial Officer and Secretary.

What Was Disclosed

Lite Strategy, Inc. disclosed an unregistered equity issuance following Green Dragon Investments LLC's cashless exercise of 517,509 Advisory Warrants on October 29, 2026, producing 517,465 shares of common stock, issued under an exemption from Securities Act registration.