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) ~~May~~June 1125, 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 8~~5.0102 Departure ~~Other~~of ~~Events~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

AsOn ~~previously~~June ~~reported~~25, on2026, ~~March~~at ~~20,~~the 2026, IPannual ~~Strategy~~meeting ~~Holdings,~~of ~~Inc.~~stockholders (the “~~Company~~2026 Annual Meeting”) ~~received~~of aIP ~~notice~~Strategy ~~from~~Holdings, ~~the~~Inc. ~~Nasdaq Stock Market LLC~~ (the “~~Nasdaq~~Company”), ~~indicating that~~ the Company’'s ~~common~~stockholders ~~stock,~~approved ~~par~~an ~~value~~amendment ~~$0.0001 per share~~ (~~the~~ “~~Common~~Amendment ~~Stock~~No. 3”), ~~did~~to ~~not meet~~ the ~~minimum~~IP ~~bid~~Strategy ~~price~~Holdings, ~~required~~Inc. ~~set~~2024 ~~forth~~Equity inIncentive ~~Nasdaq~~Plan ~~Listing Rule 5550~~(~~a)(2) (~~the “~~Minimum~~2024 ~~Bid Price Requirement~~Plan”), asto increase the ~~closing~~maximum ~~bid~~total ~~price~~number ~~for~~of ~~the~~shares ~~Common~~of ~~Stock~~common ~~was~~stock ~~below~~that ~~$1.00~~may ~~per~~be ~~share~~issued ~~for~~under ~~thirty~~the ~~(30)~~2024 ~~consecutive~~Plan ~~business~~to ~~days. Effective April 23~~500,000 ~~2026,~~shares ~~the~~(an ~~Company~~increase ~~effected~~of a412,500 ~~1-for-20~~shares). ~~reverse~~The ~~stock~~Company’s ~~split~~Board of Directors (the ~~Common~~“Board”) ~~Stock,~~approved ~~which~~Amendment ~~increased~~No. ~~the~~3 ~~bid~~to ~~price for~~ the ~~Common~~2024 ~~Stock~~Plan, ~~above~~subject ~~$1.00~~to ~~per~~stockholder ~~share~~approval, ~~and~~ on April 3027, 2026~~, the Nasdaq Hearing Panel (the “Panel”) heard the Company’s appeal of Nasdaq’s determination to delist the Common Stock~~.

OnThe ~~May~~foregoing ~~11,~~description ~~2026,~~of Amendment No. 3 to the ~~Company~~2024 ~~received~~Plan ais ~~notification~~qualified ~~letter~~in ~~from~~its ~~Nasdaq~~entirety ~~stating~~by ~~that~~reference ~~the~~to ~~Panel~~Amendment ~~found~~No. ~~(the~~3, ~~“Panel~~which ~~Determination”)~~is ~~the~~filed ~~Company~~as Exhibit 10.1 to ~~have~~this ~~regained~~report. ~~compliance~~A ~~with~~more ~~the~~complete ~~Nasdaq~~description ~~continued~~of ~~listing~~the ~~standard~~terms ~~under~~of ~~Nasdaq~~Amendment ~~Listing~~No. ~~Rules,~~3 ~~including~~and the ~~Minimum~~2024 ~~Bid~~Plan ~~Price~~can ~~Requirement~~be ~~set~~found ~~forth~~ in ~~Nasdaq~~“Proposal ~~Listing~~Two ~~Rule~~- ~~5550(a)(2).~~Approval ~~The~~of ~~Company~~an ~~will~~Amendment beto ~~subject~~the 2024 Plan to aIncrease ~~Mandatory~~the ~~Panel~~Plan’s ~~Monitor~~Shares Available for aIssuance” ~~period~~on ofpages ~~one~~20 ~~year~~to ~~from~~26 of the ~~date~~Company’s ofdefinitive proxy statement on Schedule 14A filed with the ~~Panel~~U.S. ~~Determination~~Securities ~~pursuant~~and toExchange ~~Rule~~Commission ~~5815~~on April 29, 2026 (dthe “2026 Proxy Statement”)~~(4)(B)~~, which description is incorporated by reference herein.

OnItem ~~May 14, 2026, the Company issued a press release regarding the Panel Determination, which is filed as Exhibit 99~~5.107 Submission ~~hereto and incorporated by reference herein. The press release is being furnished and shall not be deemed “filed” for purposes~~ of ~~Section~~Matters 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to ~~Item~~a ~~8.01~~Vote of ~~this~~Security ~~Current Report on Form 8-K in such a filing~~Holders.

~~Forward-Looking~~On ~~Statements~~June 25, 2026, the Company held the 2026 Annual Meeting. At the 2026 Annual Meeting, the Company’s stockholders voted on three proposals and cast their votes as described below. The proposals are described in the 2026 Proxy Statement. Stockholders representing approximately 48% of the Company’s outstanding shares of common stock as of the record date were present or represented by proxy at the meeting, constituting a quorum.

~~This~~Proposal ~~report, including the press release filed as Exhibit 99.~~1 to 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 expectations about its continued compliance with Nasdaq’s listing standards, including the Minimum Bid Price Requirement and the one-year Panel monitoring period.

~~Although~~The ~~the~~ Company’s ~~believes~~stockholders ~~that~~cast ittheir isvotes ~~basing~~as ~~its~~set ~~expectations~~forth ~~and~~below ~~beliefs~~to onelect ~~reasonable~~three ~~assumptions~~(3) ~~within~~Class ~~the~~II ~~bounds~~Directors ofto ~~what is currently known about its business and operations, there can be no assurance that actual results will not differ materially from what~~ the Company ~~expects or believes. Some of the factors that could cause the Company~~’s ~~actual~~Board ~~results to differ materially from its expectations or beliefs are disclosed in the “Risk Factors” section, as well as other sections,~~ of ~~its~~Directors ~~reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K~~ for ~~the~~a three-year ~~ended~~term ~~December~~or ~~31,~~until ~~2025,~~their ~~its~~successors ~~subsequently~~are ~~filed~~duly ~~Quarterly~~qualified ~~Reports on Form 10-Q~~ and Current Reports on Form 8-K and other filings. All forward-looking statements 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 otherwise.elected:


Name	Votes For	Votes Withheld	Broker Non-Votes
Matthew J. Swann	118,369	12,395	131,599
Jennifer D.H. Stiefel	127,890	2,874	131,599
Andrew M. Varga	128,460	2,304	131,599

Proposal 2

The Company’s stockholders cast their votes as set forth below to approve an amendment to the Company’s 2024 Equity Incentive Plan to increase the shares available for issuance:


Votes For	Votes Against	Abstentions	Broker Non-Votes
84,914	44,684	1,166	131,599

Proposal 3

The Company’s stockholders cast their votes as set forth below to ratify the appointment of CBIZ CPAs P.C. as independent registered accounting firm for fiscal year 2026:


Votes For	Votes Against	Abstentions	Broker Non-Votes
251,925	9,202	1,236	0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press Release dated May 14, 2026
10.1						Third Amendment to the IP Strategy Holdings, Inc. 2024 Equity Incentive Plan
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: May 14, 2026	IP STRATEGY HOLDINGS, INC.
Date: June 25, 2026	IP STRATEGY HOLDINGS, INC.
	By:	/s/ Justin Stiefel
		Justin Stiefel
		Chief Executive Officer

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