San Francisco, California, September 7, 2024, Chainwire
Figure Markets announced today that it and Veton Vejseli, a shareholder of Ionic Digital, have requested access to certain company records under Section 220 of the Delaware General Corporation Law. The request seeks information for the purpose of investigating potential misconduct by the board of directors and assessing the performance of their fiduciary duties.
Figure Markets and Mr. Vejseli believe that access to these records (the “Books and Records”) is indispensable to protecting the interests of shareholders. This conclusion is based on concerns about the potential for self-admiration by directors and actions that may be detrimental to shareholders. Specific areas of investigation include:
- Agreements with Hut 8 Corp (NASDAQ:)., a bitcoin mining company and direct competitor of the Company, whose CEO controls seats on Ionic’s board.
- Excessive remuneration packages for management.
- Restrictions on trading in Ionic shares.
- Delays in registration of the company’s Class A common shares.
Based on interactions with the Board, public documents and other information, Figure Markets and Mr. Vejseli believe that the Board may be putting its own interests ahead of those of shareholders. This pattern of behavior is allegedly supported by:
- Rejection of Figure Markets proposal during Celsius bankruptcy proceedings.
- Approval of Hut 8 transactions that seemingly bypass shareholder oversight.
- Independently appoint key decision-makers in the Chapter 11 bankruptcy process.
- Generous remuneration packages for management board members.
- Unjustified delays in the listing and registration of Ionic shares.
“Having been involved in the Celsius bankruptcy from the beginning, it is unfortunate how creditors have been treated,” said Mike Cagney, CEO of Figure Markets. “We hope that by forcing a special general meeting of shareholders to improve Ionic’s management, corporate governance and strategy, we can salvage shareholder value.”
In response to widespread shareholder discontent, Figure Markets initiated a grassroots social media campaign aimed at getting 25% of Ionic shareholders to call a special general meeting. Remarkably, despite the challenge of gathering 86,000 shareholders, none of whom own more than 1% of the shares, Figure Markets managed to get support from 29% of the remaining shareholders.
Figure Markets and Mr. Vejseli believe the board’s actions may constitute gross negligence and warrant removal. They also express concerns that these actions may have deprived shareholders of a voice in the management of the company. Access to books and records is a key 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 urgently and work constructively to resolve shareholder concerns.
The full text of the books and records request can be found here.
About Figure Markets
Figure Markets democratizes finance with blockchain. We are building an exchange for everything – a decentralized custodial marketplace for cryptocurrencies, stocks, bonds, loans and more. We bring best-in-class leverage, margin trading and liquidity to our exchange while offering our members extensive lending options and unique investment opportunities. Figure Markets gives our members control over their assets and data, cutting out the middlemen of customary 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 an experienced team of entrepreneurs and operators from TradFi, Fintech, and DeFi, including Mike Cagney and June Ou.
Learn more at www.figuremarkets.com.
ContactPaula Jacklerprasa@figuremarkets.com
