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, and compensation.

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

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

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of pre-funded warrants and shares in a private placement, including to major investors and insiders, with proceeds partly used to acquire digital assets.

• Proposal 2: Approve issuance of common stock, RSUs, and warrants to advisors for consulting services related to digital asset treasury strategy.

• Proposal 3: Amend Certificate of Incorporation to increase authorized shares from 495M to 995M.

• Proposal 4: Amend Certificate to allow stockholder action by written consent, enhancing shareholder rights.

• Proposal 5: Approve reverse stock split (1:5 to 1:20) to maintain Nasdaq listing and improve stock price.

• Proposal 6: Amend 2024 Equity Incentive Plan to increase shares reserved from 5M to 35M.

• Proposal 7: Approve adjournment of the meeting if more time is needed to solicit votes.

Board of directors and corporate governance

• Board to be expanded to eight members, with up to five designated by a major investor (Story Foundation) post-approval of the financing proposal.

• Digital Assets Committee to be reconstituted, chaired and staffed by new directors from Story Foundation.

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