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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) June 11, 2026
CANTON
STRATEGIC HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41210 |
|
84-2642541 |
| (State or other jurisdiction |
|
(Commission |
|
(I. R. S. Employer |
| of incorporation) |
|
File Number) |
|
Identification No.) |
34
Shrewsbury Avenue, Suite 1C
Red
Bank, NJ 07701
(Address
of principal executive offices, including zip code)
(732)
889-3111
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the 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 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
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, $0.0001 par
value |
|
CNTN |
|
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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
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.
Item
7.01 Regulation FD Disclosure.
On
June 16, 2026, Canton Strategic Holdings, Inc. (the “Company”) issued a press release announcing the 2026 Share Repurchase
Program (as defined below), a copy of which is attached hereto as Exhibit 99.1.
The
information furnished pursuant to this Item 7.01, including Exhibit 99.1, will not be deemed to be “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the
Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item
8.01 Other Events.
2026
Share Repurchase Program
On
June 11, 2026, the Board of Directors the Company approved a share repurchase program (the “2026 Share Repurchase Program”)
providing for the repurchase of up to $50 million of the Company’s outstanding shares of Common Stock. Under the 2026 Share Repurchase
Program, the Company is authorized to repurchase shares of Common Stock through open market purchases, privately-negotiated transactions,
or otherwise in accordance with applicable federal securities laws, including through trading plans established to comply with Rule 10b-18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The 2026 Share Repurchase Program does not
obligate the Company to repurchase shares of Common Stock and the specific timing and amount of repurchases will vary based on available
capital resources and other financial and operational performance metrics, market conditions, securities law limitations and other factors.
In
connection with the 2026 Share Repurchase Program, on June 12, 2026, the Company entered into a Rule 10b-18 Repurchase Agreement (the
“10b-18 Plan”) with Virtu Americas LLC (the “Broker”) whereby the Broker has agreed to act as a
non-exclusive agent on behalf of the Company to repurchase shares of Common Stock in the open market pursuant to Rule 10b-18 of the Exchange
Act. The 10b-18 Plan will continue in effect until terminated by either the Company or the Broker, with or without cause, upon written
notice to the other party. The Company will pay the Broker a commission at a rate of $0.02 for each share of Common Stock repurchased
pursuant to the 10b-18 Plan.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit No. |
|
Description of Exhibit |
| 99.1 |
|
Press Release, dated June 16, 2026 |
| 104 |
|
The cover page from this Current Report on Form 8-K,
formatted in Inline XBRL. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date: June 16, 2026 |
Canton Strategic Holdings, Inc. |
| |
|
| |
/s/ Mark Wendland |
| |
Mark Wendland |
| |
Chief Executive Officer |
Exhibit 99.1
Canton
Strategic Holdings, Inc. Announces Authorization of Share Repurchase Program
NEW
YORK, June 16, 2026 — Canton Strategic Holdings, Inc., (NASDAQ: CNTN) (“Canton Strategic Holdings” or the “Company”)
the first publicly traded company to leverage Canton Coin (“CC”) to support the Canton Network’s ability to digitize
traditional financial markets, today announced today announced that its Board of Directors (the “Board”) has authorized a
share repurchase program granting the company authority to repurchase up to $50 million in common stock.
“This
share repurchase program directly reflects our confidence in the strength of our platform and our ability to drive long-term value for
shareholders,” said Mark Wendland, Chairman and CEO, Canton Strategic Holdings. “As we continue to build revenue generation
opportunities that align with our mission of advancing institutional adoption of the Canton Network, this repurchase program provides
an opportunity to return capital to shareholders in a meaningful way.”
Under
the program, Canton Strategic Holdings may repurchase shares of its common stock from time to time on the open market or otherwise. Repurchases
will be conducted in accordance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended.
The
timing, amount, and method of any share repurchases will be determined by management based on market conditions, share price, trading
volume, capital requirements, regulatory considerations, and other factors. The program does not obligate the Company to repurchase any
particular number of shares and may be modified, suspended, or terminated at any time at the Board’s discretion.
About
Canton Strategic Holdings, Inc.
Canton
Strategic Holdings, Inc. (NASDAQ: CNTN), is the first publicly traded company to leverage Canton Coin and support the Canton Network
to advance institutional blockchain adoption and the digitization of financial markets. In addition to driving value through activities
on the Canton Network, the Company also operates clinical-stage biotech research and development. For more information, visit www.cantonstrategic.com.
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains statements that constitute “forward-looking statements” within the meaning of U.S. federal securities
laws. Forward-looking statements are statements other than historical facts and include, without limitation, those regarding management
expectations, strategy execution, market conditions, and the Company’s involvement with the Canton Network. These statements are
based on current expectations and involve risks and uncertainties that may cause actual results to differ materially. Further information
regarding factors that may affect the Company’s prospects is included in its annual and quarterly reports filed with the U.S. Securities
and Exchange Commission, available at www.sec.gov. The Company undertakes no obligation to update these statements except as required
by law.
Canton
is a registered trademark of Digital Asset (Switzerland) GmbH. Digital Asset is not affiliated with, and has not sponsored or endorsed,
the operations of Canton Strategic Holdings, Inc.
Contacts
Media:
Gasthalter
& Co.
(212)
257-4170
canton@gasthalter.com
Investors:
ir@tharimmune.com
X:
@CantonStrategic
LinkedIn:
https://www.linkedin.com/company/cantonstrategicholdings/
Website:
www.cantonstrategic.com
