San Francisco, California, September 7th, 2024,
Chainwire
Figure Markets today announced that,
together with Veton Vejseli, a shareholder of Ionic Digital, it has
requested access to certain company records under Section 220 of
the Delaware General Corporation Law. This request seeks
information to investigate potential misconduct by the Board of
Directors and assess their performance of fiduciary duties.
Figure Markets and Mr. Vejseli believe
access to these records (the “Books and Records”) is crucial for
protecting shareholder interests. This request arises from concerns
about potential self-dealing behavior by board members and actions
that may have disadvantaged shareholders. Specific areas of
investigation include:
- Agreements with Hut 8 Corp., an owner of bitcoin mining
operations that operates as a direct competitor to the Company and
whose CEO control Ionic’s board seats.
- Excessive Board compensation packages.
- Restrictions on trading Ionic stock.
- Delays in registering the company’s Class A Common Stock.
Based on interactions with the Board,
public filings, and other information, Figure Markets and Mr.
Vejseli believe the Board may be prioritizing its own interests
over those of shareholders. This pattern of behavior is allegedly
evidenced by:
- Rejection of Figure Markets’ proposals during Celsius
bankruptcy proceedings.
- Approval of deals with Hut 8 that seemingly circumvent
shareholder oversight.
- Self-appointment of key decision-makers in the Chapter 11
process.
- Generous compensation packages for Board members.
- Unreasonable delays in listing and registering Ionic’s
stock.
“Having been involved in the Celsius
bankruptcy from the beginning, it’s unfortunate how creditors have
been treated,” said Mike Cagney, CEO of Figure Markets. “We hope by
forcing a special shareholder meeting to improve Ionic’s
management, governance, and strategy, we can salvage value for
shareholders.”
In response to widespread shareholder dissatisfaction, Figure
Markets initiated a grassroots social media campaign aimed at
securing 25% of Ionic shareholders to call for a special
shareholder meeting. Remarkably, despite the challenge of rallying
86,000 shareholders, none of whom hold more than 1% of the stock,
Figure Markets has successfully garnered support from 29% of the
outstanding shareholders.
Figure Markets and Mr. Vejseli believe
the Board’s actions may constitute gross negligence and warrant
removal. They also express concern that these actions may have
stripped shareholders of their voice in company governance. Access
to the Books and Records represents a critical step towards
restoring shareholder democracy at Ionic.
This inspection request will allow
Figure Markets and Mr. Vejseli to investigate potential misconduct
and assess the Board’s performance of its fiduciary duties. They
urge the Board to act with urgency and collaborate constructively
to address shareholder concerns.
The full text of the Books and Records
demand can be found here.
About Figure Markets
Figure Markets is democratizing finance through blockchain.
We’re building the exchange for everything - a decentralized
custody marketplace for crypto, stocks, bonds, credit and more.
We’re bringing best in class leverage, margin trading, and
liquidity to our exchange, while offering our members extensive
borrowing options and unique investment opportunities. Figure
Markets puts our members in control of their assets and data,
disintermediating legacy brokers, exchanges and lenders.
Figure Markets is backed by leading venture capital firms and
strategic partners, including Jump Crypto, Pantera, Distributed
Global, Faction Lightspeed, NewForm Capital and CMT Digital. Figure
Markets was founded by a seasoned team of entrepreneurs and
operators from TradFi, fintech, and DeFi, including Mike Cagney and
June Ou.
Learn more at www.figuremarkets.com.
Contact
Paula
Jackler
press@figuremarkets.com