San Francisco, CA, September 7, 2024, Chainwire
Figure Markets announced today that it has, together with Ionic Digital shareholder Veton Vejseli, requested access to certain corporate records pursuant to Section 220 of the Delaware General Corporation Law. The request seeks information to investigate potential misconduct by the Board of Directors and to assess the performance of its fiduciary duties.
Figure Markets and Mr. Vejseli believe that access to these records (the “Books and Records”) is essential to protect shareholder interests. This request stems from concerns about potential self-dealing by board members and actions that could be detrimental to shareholders. The specific areas of the investigation include:
- Hut 8 Corp., which controls Ionic's board of directors, is a direct competitor to the company as the owner of a Bitcoin mining operation, and its CEO controls Ionic's board of directors.
- Excessive board compensation packages.
- Ionic Stock Trading Restrictions.
- The registration of the company's Class A common stock is delayed.
Based on their interactions with the board, public filings and other information, Figure Markets and Mr. Vejseli believe that the board may be putting its own interests ahead of the interests of shareholders. This pattern of behavior is supported by the following evidence:
- Figure Markets' proposal rejected during Celsius bankruptcy proceedings
- Hut 8 deal approved, seemingly avoiding shareholder oversight.
- Self-appointment of key decision makers in Chapter 11 procedures.
- Board members are provided with generous compensation packages.
- The listing and registration of Ionic shares was unreasonably delayed.
“As someone who was involved in the Celsius bankruptcy from the beginning, it is unfortunate how creditors were treated,” said Mike Cagney, CEO of Figure Markets. “We hope to salvage shareholder value by forcing a special shareholder meeting to improve Ionic’s management, governance and strategy.”
Figure Markets responded to widespread shareholder discontent by launching a mass social media campaign aimed at getting 25% of Ionic shareholders to call a special shareholder meeting. Surprisingly, despite the difficulty of getting 86,000 shareholders, none of whom held more than 1% of the shares, Figure Markets successfully secured the support of 29% of the public shareholders.
Figure Markets and Mr. Vejseli believe that the Board’s actions constitute gross negligence and warrant dismissal. They also expressed concern that such actions may have deprived shareholders of a voice in the governance of the company. Access to books and records is an important step toward restoring shareholder democracy at Ionic.
This request for inspection will enable 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 urgently and work constructively to address shareholders’ concerns.
A full list of book and records requests can be found here.
About Figure Markets
Figure Markets is democratizing finance through blockchain. We are building an exchange for everything. A decentralized custody marketplace for cryptocurrencies, stocks, bonds, credits, and more. We offer our members a wide range of borrowing options and unique investment opportunities, while providing best-in-class leverage, margin trading, and liquidity on our exchange. Figure Markets disintermediates traditional brokers, exchanges, and lenders by giving members control over their assets and data.
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 team of seasoned entrepreneurs and operators from TradFi, FinTech, and DeFi, including Mike Cagney and June Ou.
For more information, please visit www.figuremarkets.com.
Contact
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