[PRESS RELEASE – San Francisco, California, September 7th, 2024]
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.