Exodus Movement, Inc. 8-K

What Happened

• Exodus Movement, Inc. (EXOD) announced it entered a Stock and Asset Purchase Agreement on May 1, 2026 to acquire all issued and outstanding shares of Baanx US Corp. and certain assets from related sellers. The aggregate purchase price for that transaction is $30.0 million, payable in installments over four years.
• Also on May 1, 2026, the Company acquired the outstanding shares of Monavate Holdings Limited and Baanx.com Ltd from court-appointed Receivers for $76,273,333.30, which equals the principal and interest outstanding on the W3C Loans as of April 30, 2026.

Key Details

• Purchase price schedule for the Baanx US/Howat transaction: $5.0M on Delivery Date, $5.0M at the one‑year anniversary, $10.0M at the three‑year anniversary, and $10.0M at the four‑year anniversary.
• The Company may, with prior written approval of the sellers, pay all or part of the second and third installments in Class A common stock (potential for equity issuance).
• As part of that Purchase Agreement, the previously disclosed 2025 Stock Purchase Agreement will be automatically terminated upon the Delivery Date, and the Company will forgive/cancel a secured, interest‑bearing $10.0M loan previously made to Garth Howat.
• The parties agreed to dismiss with prejudice the Delaware Court of Chancery action captioned Exodus Movement, Inc. v. Garth Howat and W3C Corp., 2026‑0485, and to mutual releases effective at Delivery Date.
• The Purchase Agreement is filed as Exhibit 10.1 to the Form 8‑K.

Why It Matters

• These transactions materially change Exodus’s asset base and settle legacy claims and loans tied to W3C/Howat: the $76.27M acquisition repurchases the outstanding W3C loan amounts, and the $30M agreement establishes multi‑year payment obligations (with a partial stock‑payment option) and cancels a $10M loan to Howat.
• For investors, key impacts to monitor are the company’s cash flow and financing needs to fund the installment payments, potential dilution if payments are made in stock, and the operational effect of integrating Baanx/Monavate assets. The dismissal of litigation and mutual releases reduces certain legal uncertainties related to these prior disputes.