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~~April 2010, 2026

IP STRATEGY HOLDINGS, INC.

(Exact name of registrant as specified in charter)

Delaware

001-42411

83-4558219

(State or other Jurisdiction of
Incorporation or Organization)

(Commission File Number)

(IRS Employer
Identification No.)


9668 Bujacich Road Gig Harbor, Washington						98332
(Address of Principal Executive Offices)						(zip code)


			(253) 509-0008

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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(b) under the Exchange Act (17 CFR 240.14a-12(b))

☐			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, par value $0.0001 per share

IPST

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

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. o

Item 35.0107 Submission ~~Notice~~ of ~~Delisting~~Matters ~~or Failure~~ to ~~Satisfy~~ a ~~Continued~~Vote ~~Listing Rule or Standard; Transfer~~ of ~~Listing~~Security Holders.

On ~~March~~April 2010, 2026, IP Strategy Holdings, Inc. (the “Company”) ~~received~~held a ~~notice~~special ~~from~~meeting ~~the~~of ~~Nasdaq~~stockholders ~~Stock Market LLC~~ (the “~~Nasdaq~~Special Meeting”),. ~~indicating~~At ~~that~~the Special Meeting, the Company’s ~~common~~stockholders ~~stock,~~voted ~~par~~on ~~value~~two ~~$0.0001~~proposals ~~per~~and ~~share~~cast ~~(the~~their ~~“Common~~votes ~~Stock”),~~as ~~did~~described ~~not~~below. ~~meet~~The ~~the~~proposals ~~minimum~~are ~~bid~~described ~~price~~in ~~required~~the ~~set~~Special ~~forth~~Meeting inProxy ~~Nasdaq~~Statement. ~~Listing~~Stockholders ~~Rule~~representing ~~5550(~~a~~)(2)~~ ~~(the~~total ~~“Minimum~~of ~~Bid Price Requirement”)~~4,912,975 asshares ~~the~~of ~~closing bid price for~~ the ~~Common~~Company’s ~~Stock~~common ~~was~~stock, ~~below~~ $10.000001 par value per share ~~for~~(the ~~thirty~~“Common ~~(30~~Stock”), ~~consecutive~~or ~~business~~approximately ~~days~~47.77% ~~Although~~of ~~issuers~~the ~~are~~Company’s ~~typically~~outstanding ~~provided~~shares aof ~~180-calendar-day~~Common ~~compliance~~Stock ~~period~~as toof ~~regain~~March ~~compliance with the Minimum Bid Price Requirement~~19, ~~the notice further stated that~~2026, ~~pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv),~~ the ~~Company~~record isdate ~~not eligible~~ for ~~any~~the ~~compliance~~Special ~~period~~Meeting, ~~because~~were ~~the~~present ~~Company~~or ~~effected~~represented aby ~~reverse~~proxy ~~stock~~at ~~split within~~ the ~~prior~~Special ~~one-year period~~Meeting, ~~specifically~~constituting a ~~1-for-20 reverse stock split effected on November 5, 2025~~quorum.

Proposal The Company expects to file with Nasdaq an appeal of the Nasdaq staff’s delisting determination no later than March 27, 2026, following which Nasdaq will schedule a hearing on the appeal. The Company’s filing of an appeal will stay the delisting of the Common Stock. In anticipation of its filing with Nasdaq of an appeal, on March 20, 2026, the Company filed with the SEC a proxy statement for a special meeting of its stockholders as of record on March 19, 2026 to be held on April 10, 2026 to consider a proposal to authorize a reverse stock split of the Common Stock at a ratio ranging from 1:3 to 1:20, the actual ratio to be determined by the Company’s board of directors. If the proposed reverse stock split is approved by the Company’s stockholders at the special meeting, the Company expects promptly to effect a reverse stock split of the Common Stock at a ratio that will allow the bid price of the Common Stock to close at or above $1.00 per share. However, there can be no assurance that there will be sufficient time for the Common Stock to reach and exceed such bid price for a minimum of ten (10) consecutive business days prior the scheduled Nasdaq hearing, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement prior to the Company’s hearing before the Nasdaq Hearings Panel (the “Panel”), or that the Panel will grant the Company an additional extension of time to regain Bid Price compliance.

~~Forward-Looking~~The ~~Statements~~Company’s stockholders cast their votes to approve an amendment to the Certificate of Incorporation to effect a reverse stock split of the Company’s Common Stock at a reverse stock split ratio ranging from 1:3 to 1:20, without reducing the authorized number of shares of Common Stock, and to authorize the Board to determine, at its discretion, the timing of the amendment and the specific ratio of the reverse stock split, without further approval or authorization of the Company’s stockholders, as set forth below:

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words like “believe,” “intend,” “will,” and “would” or the negative thereof or other variations thereon or comparable terminology, are used to identify forward-looking statements, although not all forward-looking statements contain these words. Any such statements in this report that are not statements of historical fact may be deemed to be forward-looking statements. These forward-looking statements include, but are not limited to, the Company’s intention to timely file an appeal of Nasdaq’s determination to delist the Common Stock, the Company’s intention to hold a special meeting of stockholders to approve a proposed reverse stock split of the Common Stock and the Company’s expectation that the Company’s stockholders will approve such proposal, the Company’s intention to effect a reverse stock split of the Common Stock prior to the hearing of the Company’s appeal of the proposed delisting of the Common Stock and the Company’s expectation that a reverse stock split will allow the Company to regain compliance with the Minimum Bid Price Requirement.


Votes For	Votes Against	Abstentions	Broker Non-Votes
4,791,938	120,868	169	0

Result: ~~Although~~Of ~~the~~all ~~Company~~votes ~~believes that it is basing its expectations and beliefs on reasonable assumptions within the bounds of what is currently known about its business and operations~~cast, ~~there~~97.53% ~~can~~voted beFOR noProposal ~~assurance~~1. ~~that~~Proposal ~~actual~~1 ~~results~~required ~~will not differ materially from what~~ the ~~Company~~affirmative ~~expects~~vote ~~or believes. Some~~ of the ~~factors~~majority ~~that~~of ~~could cause~~ the ~~Company’s~~votes ~~actual~~cast ~~results~~by tostockholders ~~differ~~present, ~~materially~~in ~~from~~person ~~its expectations~~ or ~~beliefs~~by ~~are disclosed in the “Risk Factors” section~~proxy, asat ~~well as other sections, of its reports filed with~~ the ~~Securities~~Special and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2024, its subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and other filingsMeeting. ~~All~~Proposal ~~forward-looking~~1 ~~statements~~was speak only as of the date on which they are made and the Company undertakes no duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwiseapproved.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 20, 2026	IP STRATEGY HOLDINGS, INC.
Date: April 14, 2026	IP STRATEGY HOLDINGS, INC.
	By:	/s/ Justin Stiefel
		Justin Stiefel
		Chief Executive Officer

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