SEC Form DEF 14A filed by Lite Strategy Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

LITE STRATEGY, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

December 30, 2025

To the Stockholders of Lite Strategy, Inc.:

You are cordially invited to attend the annual meeting of the Stockholders of Lite Strategy, Inc., a Delaware corporation (Annual Meeting). The Annual Meeting will be a virtual meeting of stockholders, which will be conducted via live webcast. Stockholders will be able to attend the Annual Meeting remotely, vote and submit questions during the annual meeting by registering at https://meetnow.global/MGMFQR2 and entering their control number. The virtual meeting format allows attendance from any location in the world.

The Annual Meeting will be held at 9:00 a.m. (Pacific Time), on Thursday, February 12, 2026, unless postponed or adjourned to a later date. I look forward to the opportunity to virtually meet with our stockholders.

At the Annual Meeting, we will discuss each item of business described in the Notice of Annual Meeting and the Proxy Statement and report on Lite Strategy’s business. Stockholders will also have an opportunity to ask questions.

On behalf of our employees and Board of Directors, I would like to express our appreciation for our stockholders' continued interest in Lite Strategy, Inc.

Sincerely,

Frederick W. Driscoll

Chair of the Board

Lite Strategy, Inc.

This Proxy Statement is dated December 30, 2025 and is first being mailed or made available to the stockholders of Lite Strategy, Inc. on or about December 30, 2025.

LITE STRATEGY, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON FEBRUARY 12, 2026

To the Stockholders of Lite Strategy, Inc.:

On behalf of the Board of Directors of Lite Strategy, Inc., a Delaware corporation (Lite Strategy), Lite Strategy is pleased to deliver the accompanying Proxy Statement in connection with the annual meeting of stockholders of Lite Strategy. This year’s annual meeting will be a virtual meeting of stockholders, which will be conducted solely online via live webcast. Lite Strategy stockholders will be able to attend and participate in the annual meeting online, vote their shares electronically and submit questions prior to and during the annual meeting by first registering at https://meetnow.global/MGMFQR2 and entering their control number. The virtual meeting format allows attendance from any location in the world. You are cordially invited to attend the annual meeting, which will be held for the following purposes:

The proposals are described in more detail in this Proxy Statement, which Lite Strategy encourages you to read carefully and in its entirety before voting.

This year, we are again using the Securities and Exchange Commission’s Notice and Access model (Notice and Access), which allows us to deliver proxy materials via the Internet. We believe Notice and Access provides stockholders with a convenient method to access the proxy materials and vote, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials. On or about December 30, 2025, we mailed stockholders of record a Notice of Internet Availability of Proxy Materials with instructions on how to access the proxy materials electronically.

The close of business on December 15, 2025, has been fixed as the record date for determining those holders of Lite Strategy common stock entitled to receive notice of and vote at the annual meeting. Accordingly, only record holders of Lite Strategy common stock at the close of business on that date are entitled to notice of and to vote at the annual meeting and at any adjournments or postponements thereof.

All holders of Lite Strategy common stock are cordially invited to attend the annual meeting virtually via live webcast. You may revoke your proxy in the manner described in this Proxy Statement at any time before it is voted at the annual meeting.

Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting to be Held on February 12, 2026: Lite Strategy’s Proxy Statement, 2025 Form 10-K and Form of Proxy Card are also available at http://www.edocumentview.com/LITS.

Your vote is important regardless of the number of shares of common stock you own. Whether or not you expect to attend the annual meeting, please submit your proxy by Internet, telephone or mail following the instructions found on your Notice of Internet Availability of Proxy Materials or proxy card so that your shares of common stock may be represented and voted at the annual meeting.

By order of the Board of Directors,

Justin J. File

Chief Executive Officer, Chief Financial Officer and Secretary

Lite Strategy, Inc.

December 30, 2025

LITE STRATEGY PROXY STATEMENT TABLE OF CONTENTS

LITE STRATEGY, INC.

9920 Pacific Heights Blvd., Suite 150

San Diego, CA 92121

THE ANNUAL MEETING OF LITE STRATEGY STOCKHOLDERS

To Be Held via Live Webcast on February 12, 2026, at 9:00 a.m. (Pacific Time)

Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting

To Be Held on February 12, 2026

This Proxy Statement and our Annual Report on Form 10-K (Annual Report) to security holders for the fiscal year ended June 30, 2025, are available at http://www.edocumentview.com/LITS.

Information Concerning Solicitation and Voting

In this Proxy Statement, “Lite Strategy”, “the Company”, “we”, “us”, and “our” refer to Lite Strategy, Inc., unless the context otherwise provides.

General

We are furnishing this Proxy Statement to holders of our common stock in connection with the solicitation of proxies by our board of directors (the Board) for use at our annual meeting of stockholders (the Annual Meeting) to be held on February 12, 2026 and at any adjournment or postponement thereof. Pursuant to rules adopted by the Securities and Exchange Commission (SEC), we are using the Internet as the primary means of furnishing proxy materials to our stockholders. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the Notice) to our stockholders. The Notice contains instructions on how to access the proxy materials and vote your shares of common stock over the Internet. The Notice also contains instructions on how to request a printed copy of the proxy materials. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of our annual meetings.

Date, Time, Place and Voting Instructions

The Annual Meeting will be conducted completely virtually via live webcast. Stockholders will be able to attend the Annual Meeting remotely, vote and submit questions prior to and during the Annual Meeting by first registering at https://meetnow.global/MGMFQR2 and entering their control number. The virtual meeting format allows attendance from any location in the world.

Stockholders are entitled to participate in the Annual Meeting only if they were stockholders of Lite Strategy as of the close of business on December 15, 2025, or if they hold a valid proxy for the Annual Meeting. Stockholders will be able to attend the Annual Meeting online and submit questions prior to and during the meeting by first registering at https://meetnow.global/MGMFQR2. Stockholders also will be able to vote their shares online by attending the Annual Meeting by webcast.

To participate in the Annual Meeting, stockholders will need to review the information included on their proxy card or on the instructions that accompanied the proxy materials.

If a stockholder holds shares through an intermediary, such as a bank or broker, they must register in advance using the instructions below.

The online meeting will begin promptly at 9:00 a.m., Pacific Time. We encourage stockholders to access the meeting prior to the start time leaving ample time for the check in. Please follow the registration instructions as outlined in this Proxy Statement.

Registered stockholders (i.e., whose shares are held through our transfer agent, Computershare) need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the proxy card.

To register to attend the Annual Meeting online by webcast, stockholders must submit proof of their proxy power (legal proxy) reflecting their Lite Strategy holdings along with their name and email address to Computershare. Requests for

registration must be labeled as “Legal Proxy” and be received no later than 8:59 p.m., Pacific Time, on February 10, 2026. Stockholders will receive a confirmation of their registration by email after we receive your registration materials.

Requests for registration should be directed to us at the following:

Purposes of the Lite Strategy Annual Meeting

The purposes of the Annual Meeting are:

Record Date; Shares of Common Stock Outstanding and Entitled to Vote

We have fixed the close of business on December 15, 2025 (the Record Date) as the record date for determination of the holders of our common stock entitled to notice of and to attend and vote at the Annual Meeting or any adjournment or postponement thereof. There were approximately 305 holders of record of our common stock at the close of business on the Record Date. At the close of business on the Record Date, 36,769,677 shares of our common stock were issued and outstanding. Each share of common stock entitles the holder thereof to one vote at the Annual Meeting on all matters properly presented at the Annual Meeting. See the section titled, “Security Ownership of Certain Beneficial Owners and Management of Lite Strategy” in this Proxy Statement for information regarding persons known to our management to be the beneficial owners of more than 5% of the outstanding shares of our common stock.

Voting and Revocation of Proxies

The proxy accompanying this Proxy Statement is solicited on behalf of the Board for use at the Annual Meeting.

If you are a stockholder of record of Lite Strategy as of the Record Date, you may vote via the Internet during the Annual Meeting or, prior to the Annual Meeting, via the Internet by following the instructions provided in the proxy card, via telephone by calling the toll-free number found on the proxy card or by proxy using the enclosed proxy card. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted.

Prior to the meeting:

If your shares are held by your broker as your nominee (that is, in “street name”), you will need to obtain a proxy card from the institution that holds your shares and follow the instructions included on that proxy card regarding how to instruct your broker to vote your Lite Strategy shares. If you do not give instructions to your broker, your broker can vote your Lite Strategy shares with respect to “discretionary” items but not with respect to “non-discretionary” items. The proposals relating

to the election of directors (Proposal No. 1), the approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal No. 2) and the approval of the 2026 Equity Plan (Proposal No. 4) are non-discretionary items. On non-discretionary items, for which you do not give your broker instructions, your broker will not vote your shares on such proposals and, accordingly, the shares will be treated as broker non-votes.

All properly executed proxies that are not revoked will be voted at the Annual Meeting and at any adjournments or postponements of the Annual Meeting in accordance with the instructions contained in the proxy. If a holder of our common stock executes and returns a proxy and does not specify otherwise, the shares represented by that proxy will be voted “FOR” Proposal No. 1 electing the two nominees to our Board; "FOR" Proposal No. 2 to approve, on an advisory basis, the compensation paid to Lite Strategy’s named executive officers; “FOR” Proposal No.3 ratifying the appointment of CBIZ CPAs (CBIZ) as our independent registered public accounting firm for the fiscal year ending June 30, 2026; and "FOR" Proposal No. 4 approving our 2026 Equity Plan.

Our stockholders of record may change their votes at any time before their proxy is voted at the Annual Meeting in one of three ways. First, a stockholder of record can send a written notice to the Secretary of Lite Strategy stating that the stockholder would like to revoke its proxy. Second, a stockholder of record can submit new proxy instructions either on a new proxy card, by telephone or via the Internet. Third, a stockholder of record can attend the Annual Meeting and vote via the Internet. Attendance alone will not revoke a proxy. If a stockholder of record has instructed a broker to vote its shares of common stock, the stockholder must follow directions received from its broker to change those instructions.

Quorum and Vote of Lite Strategy Stockholders Required

A quorum of stockholders is necessary to hold a valid meeting. The presence, in person or by proxy, of the holders of one-third of the voting power of the shares of the common stock issued and outstanding and entitled to vote at the Annual Meeting will constitute a quorum. If a quorum is not present at the Annual Meeting, we expect that the meeting would be adjourned or postponed to solicit additional proxies. Abstentions and broker non-votes will be counted towards a quorum.

For Proposal No. 1, the affirmative vote of a plurality of the votes cast is required to elect a director when a quorum is present. “Votes cast” excludes abstentions and any broker non-votes. Accordingly, abstentions and broker non-votes (shares held by brokers that do not have discretionary authority to vote on the matter and have not received voting instructions from their clients) will have no effect on the election of directors.

For Proposals No. 2, 3 and 4, the affirmative vote of a majority of votes cast on this proposal will be required for approval. For determining the number of votes cast with respect to the voting matter, only those cast "for" or "against" are included. Broker non-votes and abstentions will have no effect.

At the Record Date, the directors and executive officers of Lite Strategy owned less than 1% of the outstanding shares of Lite Strategy common stock entitled to vote at the Annual Meeting.

Solicitation of Proxies

In addition to solicitation by mail, our directors, officers, employees and agents may solicit proxies from our stockholders by personal interview, telephone, telegram or otherwise. Arrangements will also be made with brokerage firms and other custodians, nominees and fiduciaries who are record holders of our common stock for the forwarding of solicitation materials to the beneficial owners of our common stock. We will pay the cost of soliciting proxies, including reimbursing applicable brokers, custodians, nominees and fiduciaries for the reasonable out-of-pocket expenses they incur in connection with the forwarding of solicitation materials.

ELECTION OF DIRECTORS

(PROPOSAL NO. 1)

The Board has nominated each of Justin J. File and Joshua Riezman to serve as a director for a term expiring at the annual meeting of stockholders to be held in fiscal 2029 and until his successor has been elected and qualified. Each nominee has consented to be named herein and to serve if elected. We do not know of anything that would preclude either nominee from serving if elected. If either nominee became unable to stand for election as a director at the Annual Meeting as a result of an event not anticipated by the Board, the proxy may be voted for a substitute designated by the Board. The identity and a brief biography of each nominee is set forth below. Messrs. File and Riezman are not considered independent within the meaning of Nasdaq Capital Market's director independence listing standards.

Our amended and restated certificate of incorporation and sixth amended and restated by-laws (the Bylaws) provide that the authorized number of directors shall be determined by a resolution of the Board, but shall be between two and nine. Under

our amended and restated certificate of incorporation and Bylaws, our Board is divided into three classes, with the classes serving three-year staggered terms. Each class contains, as near as possible, one-third of the whole number of directors with members of each class holding office for a three-year term. There are currently two directors whose terms expire at the Annual Meeting.

Each of Justin J. File and Joshua Riezman are members of the class of directors whose terms expire at the Annual Meeting.

Business Experience of Nominees

Justin J. File, age 55, Director, Chief Executive Officer, Chief Financial Officer and Secretary

Mr. File was appointed Chief Executive Officer and member of the Board on November 14, 2025. Prior to that, he was appointed Acting Chief Executive Officer on August 1, 2024, Chief Financial Officer and Secretary in August 2023. Mr. File has over 30 years of experience in accounting and finance, working in both public and private companies. He has a diverse range of experience, having worked in various industries, including the life sciences industry for the past 17 years. From 2015 to 2023, Mr. File was the Chief Financial Officer of Evofem Biosciences, Inc., a women’s health company that developed and commercialized Phexxi®, a nonhormonal contraceptive for women. While at Evofem, he helped bring the company public through a reverse merger and was responsible for overseeing corporate finance and accounting, information technology and investor relations. Previously, Mr. File provided executive financial and accounting oversight consulting services to biotechnology companies and before that led accounting operations and reporting at Sequenom, Inc., a molecular diagnostic company. He additionally served as Treasurer of Sequenom’s diagnostic subsidiary. Before working in the life sciences industry, Mr. File worked for approximately ten years in public accounting, primarily with Arthur Andersen LLP. Mr. File graduated from Central Washington University with a Bachelor of Science in Accounting and Business Administration. He is a Certified Public Accountant (inactive).

Joshua Riezman, age 42, Director

Mr. Riezman was appointed as a director of Lite Strategy on August 5, 2025 pursuant to a Side Letter with GSR Strategies LLC (GSR) entered into in connection with the private investment in public equity (PIPE) on July 22, 2025. Mr. Riezman currently serves as Chief Legal and Strategy Officer at GSR, a global digital asset trading and investment firm. He leads business strategy and regulatory initiatives, while also overseeing the firm’s legal and compliance functions. Prior to GSR, Mr. Riezman was Assistant General Counsel – Head of Product and Regulatory Legal at Circle, a global digital currency fintech firm, where he led the product and regulatory legal function and advised on complex global financial regulatory matters. Before Circle, he served as Director and Counsel – Head of Prime Services and Clearing Legal (Americas) at Société Générale and previously held legal roles at Deutsche Bank and Teigland-Hunt LLP, with expertise in trading, clearing and custody in the securities, commodities and derivatives markets. Mr. Riezman received his J.D. from Fordham University School of Law, where he served as Senior Articles Editor for the Environmental Law Review and earned his B.A. in International Affairs from The George Washington University.

VOTE REQUIRED

Assuming a quorum is met, a nominee for director must receive a plurality of the votes cast by holders of the shares of common stock represented in person or by proxy at the Annual Meeting to be elected as a director. Votes may be cast in favor or withheld. Votes that are withheld and broker non-votes, if any, will be counted for purposes of determining the presence or absence of a quorum but will have no effect on the election of the director.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF JUSTIN J. FILE AND JOSHUA RIEZMAN AS A DIRECTOR OF LITE STRATEGY, INC.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors

Set forth below are the names, ages as of December 30, 2025, and certain biographical information, regarding our directors.

James Flynn, age 45, Director

Mr. Flynn has been a director of Lite Strategy since October 2023. Mr. Flynn is currently a Managing Member and Portfolio Manager of Nerium Capital LLC, an investment adviser he founded in 2021. Mr. Flynn also currently serves on the board of directors of Synlogic, Inc. (NASDAQ: SYBX), a biopharmaceutical company with a focus on rare metabolic disorders and RiceBran Technologies, an innovative specialty ingredients company, both since 2024. Previously, Mr. Flynn served on the board of directors of ARCA Biopharma (NASDAQ: ABIO), a clinical stage biopharmaceutical company, and Axiom Health, Inc. (Axiom), a provider of software and big data solutions to the healthcare industry. He also served as an advisor to Axiom since August 2002. Prior to that, Mr. Flynn worked in various investment management roles at Aptigon Capital (a division of Citadel LLC), Amici Capital, LLC and Putnam Investments LLC. Mr. Flynn earned a S.B. degree in Management Science with a concentration in Finance and a minor in Economic Science from the Massachusetts Institute of Technology. Mr. Flynn is a Chartered Financial Analyst (CFA) charterholder.

Charles B. Lee, age 48, Director

Mr. Lee was appointed as a director of Lite Strategy on July 22, 2025. Mr. Lee also currently serves on the board of BTCS, Inc (NASDAQ: BTCS), a digital asset and blockchain technology focused company since 2021. Mr. Lee is the creator of Litecoin and a director of the Litecoin Foundation. Mr. Lee attended MIT where he graduated in 2000 with a bachelor’s and master’s degree in electrical engineering and computer science. Prior to creating Litecoin, Mr. Lee was a Software Engineer at Google. In 2011, Mr. Lee created Litecoin in an effort to improve upon Bitcoin’s high fees, slower transaction times and scalability issues. Mr. Lee went on to work for Coinbase where he became Director of Engineering before leaving the company in 2017 to focus on supporting the development of Litecoin full time.

Nicholas R. Glover, Ph.D., age 57, Director

Dr. Glover has been a director of Lite Strategy since June 2013. He is currently Chief Executive Officer of MycRx Holdings Inc., a privately held drug discovery company, and serves as a consultant to the biotech industry. Previously, he served as President and Chief Executive Officer of Sierra Oncology (NASDAQ: SRRA), a drug development company focused on advancing targeted therapeutics for the treatment of patients with cancer, from July 2014 through May 2020. Prior to joining Sierra, he served as President and Chief Executive Officer of YM Biosciences, an oncology drug development company, from November 2010 until its acquisition by Gilead Sciences in February 2013. Previously, Dr. Glover was President and Chief Executive Officer of Viventia Biotech, a biopharmaceutical company involved in the discovery and development of monoclonal antibody-based technologies for the treatment of cancer, which he joined after serving as an investment manager for MDS Capital, a life sciences venture capital firm. Dr. Glover holds a B.Sc. (Hons) in Chemistry from the University of East Anglia, U.K., a M.Sc. in Chemistry from the University of British Columbia, Canada and a Ph.D. in Chemistry from Simon Fraser University, Canada.

Frederick W. Driscoll, age 75, Chair

Mr. Driscoll has been a director of Lite Strategy since February 2018 and was appointed as chairperson of the Board on July 22, 2024. He currently serves on the board of directors of Cellectar Biosciences, Inc., a clinical-stage biopharmaceutical company and Adipo Therapeutics, a private preclinical stage biopharmaceutical company. He served as interim Chief Financial

Officer at Invivyd, Inc. from September 2022 to May 2023. He served as Chief Financial Officer of Renovacor, Inc., a leading late-stage biotechnology company, from March to June 2022. He served as the Chief Financial Officer of Flexion Therapeutics, Inc., a commercial-stage biopharmaceutical company, from 2013 to 2017 and rejoined in June 2021 as Chief Financial Officer until it was sold to Pacira BioScience. Prior to joining Flexion, he was the Chief Financial Officer at Novavax, Inc. from 2009 to 2013. From 2008 to 2009, Mr. Driscoll served as the Chief Executive Officer at Genelabs Technologies, Inc. and from 2007 to 2008 he served as its Chief Financial Officer. He was also the Chief Executive Officer of OXiGENE, Inc. from 2000 to 2006. Mr. Driscoll also served as the chairman of the board and audit committee chair at OXiGENE and as a member of the audit committee for Cynapsus Therapeutics, Inc. Mr. Driscoll earned a bachelor’s degree in Accounting and Finance from Bentley University.

Information about the Board of Directors and its Committees

The Board has responsibility for the overall corporate governance of Lite Strategy. During the fiscal year ended June 30, 2025, a majority of the members of the Board were independent within the meaning of the Nasdaq Stock Market (Nasdaq) rules. As of the date of this Proxy Statement, 50% of our members of the Board are independent within the meaning of the Nasdaq rules.

The Board has established an Audit Committee to oversee Lite Strategy’s financial matters, a Compensation Committee to oversee our compensation policies, plans and programs, a Nominating and Governance Committee to assist the Board in nominating board members to be elected by the stockholders at the Annual Meeting, to fill vacancies and newly created directorships, and to evaluate and monitor all matters with respect to governance of Lite Strategy and oversee compliance by Lite Strategy with its legal and regulatory obligations and a Science Committee to advise us and the Board on matters involving drug development technologies and other scientific matters. As of the date of this Proxy Statement, our schedule of committee members is as follows:

* - Is not an independent member of the Board.

= Committee Member

= Committee Chair

= Financial Expert

Audit Committee

The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the Exchange Act). The Audit Committee’s responsibilities include:

Mr. Driscoll has served as Chairman of the Audit Committee since August 29, 2019. The other members of the Audit Committee are Dr. Glover and Mr. Flynn. Mr. Driscoll has been determined by the Board to be an audit committee financial expert as defined by the SEC.

The Board has determined that each of the Audit Committee members is independent, as defined in accordance with Nasdaq and SEC rules. We have adopted a written Audit Committee charter, which is posted on our website at https://litestrategy.com. The Audit Committee met four times during the fiscal year ended June 30, 2025.

Compensation Committee

The Compensation Committee acts on behalf of the Board to fulfill the Board’s responsibilities to:

The Compensation Committee also consults with and considers the recommendations of the Chief Executive Officer and Chief Financial Officer with respect to the appropriate level and mix of the various compensation components, focused primarily on the particular goals of applicable executives and employees in a particular year. The Board has adopted a written charter for the Compensation Committee, which is available on our website at https://litestrategy.com. Dr. Glover has served as the Chairman of the Compensation Committee since December 16, 2021. The other members of the Compensation Committee are Mr. Driscoll and Mr. Flynn. The Board has determined that each member of the Compensation Committee is independent in accordance with the applicable Nasdaq and SEC rules. The Compensation Committee met one time during the fiscal year ended June 30, 2025.

Nominating and Governance Committee

The Nominating and Governance Committee is responsible for assisting the Board in:

Mr. Flynn has served as Chairman of the Nominating and Governance Committee since November 2025. The other members of the Nominating and Governance Committee are Dr. Glover and Mr. Driscoll. We have adopted a written Nominating and Governance Committee charter, which is posted on our website at https://litestrategy.com. The Board has determined that Messrs. Flynn and Driscoll and Dr. Glover are independent members of the Nominating and Governance

Committee in accordance with applicable Nasdaq and SEC rules. The Nominating and Governance Committee met one time during the fiscal year ended June 30, 2025.

Stockholders who would like to propose an independent director candidate for consideration for nomination by the Board at next year’s annual meeting of stockholders may do so by submitting the candidate’s name, resume and biographical information to the attention of Justin J. File, Secretary, Lite Strategy, Inc., 9920 Pacific Heights Blvd, Suite 150, San Diego, California 92121. All stockholder nominations received by the Secretary, which comply with the advance notice provisions of the Bylaws, will be presented to the Nominating and Governance Committee for the same consideration as individuals identified by the Nominating and Governance Committee through other means. Where the right to nominate a director belongs to a third party, the selection and nomination of such director shall not be subject to the Nominating and Governance Committee’s process.

While we have no minimum qualifications for director nominees, the Nominating and Governance Committee reviews the prospective candidate’s biographical information and assesses each candidate’s independence, diversity, skills and expertise based on a variety of factors, including the following criteria:

Application of these factors requires the exercise of judgment by members of the Nominating and Governance Committee when making recommendations to the Board and cannot be measured in a quantitative way. The Nominating and Governance Committee and the Board generally value the broad business experience and independent business judgment in the health care, life sciences and other fields of each member. Specifically, Mr. Driscoll is qualified for the Board based on his business experience in the pharmaceutical industry, the area of finance and his status as an audit committee financial expert. Dr. Glover is qualified for the Board based on his business experience and his drug development experience in the oncology field. Mr. Flynn is qualified for the Board based on his business experience in the pharmaceutical industry and his business development experience. Mr. Lee is qualified for the Board based on his knowledge of Litecoin and his experience in the cryptocurrency industry. Mr. Riezman is qualified for the Board based on his experience in the cryptocurrency industry. Mr. File is qualified for the Board based on his experience in varying roles of leadership within Lite Strategy, including most recently as Chief Executive Officer (and previously Acting Chief Executive Officer), as well as Chief Financial Officer.

In addition, the Nominating and Governance Committee oversees compliance by Lite Strategy with its legal and regulatory obligations and periodically reviews our:

Science Committee

The Science Committee was formed to provide advice, understanding and guidance both to management of the Company and to the Board of Directors on scientific matters, including in connection with assessing the progress and performance of the Company’s development programs and projects, and identifying, assessing, implementing, and monitoring scientific opportunities that may offer meaningful strategic or commercial benefit to the Company. In particular, the Committee shall:

Dr. Glover has served as the Chairman of the Compensation Committee since its creation in November 2025. The other members of the Science Committee are Mr. Driscoll and Mr. File.

Director Independence

The Board has determined the independence of each director in accordance with the elements of independence set forth in the Nasdaq listing standards. Based upon information solicited from each director, the Board has determined that each of Messrs. Flynn and Driscoll and Dr. Glover has no material relationship with Lite Strategy and is independent within the meaning of Nasdaq’s director independence standards as currently in effect. Messrs. File, Lee and Riezman are not considered independent within the meaning of Nasdaq’s director independence standards as currently in effect. In making the foregoing determinations, the Board has considered both the objective tests set forth in the Nasdaq independence standards and subjective measures with respect to each director necessary to determine that no relationships exist that would interfere with the exercise of independent judgment by each such director in carrying out responsibilities of a director.

Board Leadership Structure

Mr. Driscoll has served as the Chair of our Board since July 2024. The Board does not have a policy addressing whether the same person should serve as both the Chief Executive Officer and Chair of the Board or if the roles should be separate. Our Board believes that it should have the flexibility to make its determination based upon what it considers to be the appropriate leadership structure for Lite Strategy at the time. The Board believes that its current leadership structure is appropriate for Lite Strategy at this time.

Board Role in Risk Oversight

Risk is an integral part of the Board and Committee deliberations throughout the year. While the Board has the ultimate oversight responsibility for the risk management process, various committees of the Board also have responsibility for risk management. In particular, the Audit Committee focuses on financial risk, including internal controls and receives financial risk assessment reports from management. Risks related to the compensation programs are reviewed by the Compensation Committee. The Nominating and Governance Committee exercises oversight of governance risks, including succession planning and legal compliance. The Board is advised by these committees of significant risks and management’s response through periodic updates.

Our Board considers cybersecurity risk as part of its risk oversight function and has delegated oversight of cybersecurity and other information technology risks to the Audit Committee. The Audit Committee oversees management’s implementation of our cybersecurity risk management program and is responsible for monitoring and assessing strategic risk exposure, while our management team is responsible for the day-to-day operations over the material risks we face. Our management team, including our Chief Executive Officer and Chief Financial Officer and Senior Director, Information Security and Infrastructure, provide periodic briefings to the Audit Committee regarding our cybersecurity risks and activities, including any recent cybersecurity incidents and related responses, if applicable.

Insider Trading Policy

With respect to Item 408(b) of Regulation S-K, we have an insider trading policy governing the purchase, sale and other dispositions of our securities that applies to us and our personnel, including officers, directors, employees and agents, and other covered persons (the Insider Trading Policy). We believe the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. A copy of the Insider Trading Policy is filed as Exhibit 19.1 to our Annual Report.

Anti-Hedging and Pledging Policies

Under our Insider Trading Policy, all directors, officers, employees and consultants of Lite Strategy are subject to restrictions on hedging of securities of Lite Strategy. These restrictions apply to securities of Lite Strategy owned by such persons, regardless of whether such securities were granted by us to such persons as compensatory awards. Our Insider Trading Policy prohibits such persons from engaging in short sales of securities of Lite Strategy or in transactions in publicly traded options with respect to our securities. In addition, our Insider Trading Policy permits, but discourages, such persons from holding our securities in a margin account or pledging securities of Lite Strategy as collateral for a loan and from entering standing orders with respect to our securities.

Stockholder Communications with the Board of Directors

Our stockholders may communicate with the Board, including non-executive directors or officers, by sending written communications addressed to such person or persons in care of Lite Strategy, Inc., Attention: Secretary, 9920 Pacific Heights Blvd., Suite 150, San Diego, California, 92121. All communications will be compiled by the Secretary and submitted to the addressee. If the Board modifies this process, the revised process will be posted on our website.

Appointment of Directors

Our amended and restated certificate of incorporation and Bylaws provide that the number of directors will be set by resolution of the board, but shall be between two and nine. We currently have six directors.

Under our amended and restated certificate of incorporation and Bylaws, directors are to be elected at each annual meeting of stockholders for a term of three years unless the director is removed, retires or the office is vacated earlier. Our Board is divided into three classes with respect to the term of office, with the terms of office of one class expiring each successive year. This classified Board provision could discourage a third-party from making a tender offer for Lite Strategy's shares or attempting to obtain control of Lite Strategy. It could also delay stockholders who do not agree with the policies of the Board from removing a majority of the Board for two years.

A director may resign at any time. The resignation is effective upon receipt of notice. Any or all directors may be removed with cause by a resolution of stockholders entitled to vote to elect directors. Vacancies from resignation or removal or expansion of the size of the Board may be filled by resolution of a majority of directors then in office or by a sole remaining director and any director so appointed shall serve for the remainder of the full term of the class of directors in which the vacancy occurred.

Attendance of Directors at Board Meetings and Stockholder Meetings

During the fiscal year ended June 30, 2025, the Board held a total of 46 meetings, and each director attended at least 75% of the total number of meetings of the Board at the time they were serving and of the meetings of each committee of the Board on which such director served.

All directors are expected to attend the Company’s annual meetings of stockholders. Four of six of our directors then in office attended the annual meeting of stockholders held in January 2025.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics policy that applies to our directors and employees (including our principal executive officer and our principal financial officer) and have posted the text of our policy on our website (https://litestrategy.com) under Investors – Governance Documents. In addition, we intend to promptly disclose (i) the nature of any amendment to the policy that applies to our principal executive officer and principal financial officer and (ii) the nature of any waiver, including any implicit waiver, from a provision of the policy that is granted the name of such person who is granted the waiver and the date of the waiver on our website in the future.

Executive Officers

Our executive officers are appointed by and serve at the discretion of the Board. Set forth below is the name and certain biographical information regarding Lite Strategy’s executive officer as of the date of filing of this Proxy Statement.

Justin J. File, age 55, Chief Executive Officer, Chief Financial Officer and Secretary

See "Directors" above for biographical information regarding Mr. File.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive officers and any beneficial owner of more than 10% of any class of our equity securities to file with the SEC initial reports of beneficial ownership and reports of changes in

ownership of any of our securities. These reports are made on documents referred to as Forms 3, 4 and 5. Our directors and executive officers must also provide us with copies of these reports. We have reviewed the copies of the reports that we have received and any written representations that no Form 5 was required from the individuals required to file the reports that we have received, as well as reviewed Forms 3, 4 and 5 filed with the SEC. Based on this review, we believe that during the year ended June 30, 2025, each of our directors and executive officers and beneficial owners of more than 10% of any class of our equity securities timely complied with applicable reporting requirements for transactions in our equity securities, except (i) Mr. Joshua Riezman was late in filing his Form 3 in connection with his service as a director, (ii) Mr. Joshua Riezman was late in filing his Form 4 in connection with a grant of stock options as compensation for service on the Board in August 2025 and (iii) Dr. Nicholas Glover was late in filing his Form 4 in connection with a customary annual grant of stock options for non-employee directors in November 2025.

ADVISORY VOTE ON EXECUTIVE COMPENSATION

(PROPOSAL NO. 2)

At our 2024 annual meeting of stockholders held in December 2023, our stockholders indicated their preference that we solicit a non-binding advisory vote on the compensation of the named executive officers, commonly referred to as a “Say-on-Pay” vote, every year. This vote is not intended to address any specific item of compensation but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement.

The compensation of our named executive officers subject to the vote is disclosed in the “Compensation Discussion and Analysis—Compensation Philosophy and Objectives” section, the compensation tables and the related narrative disclosure contained in this Proxy Statement. As discussed in those disclosures, we believe that our compensation policies and decisions are focused on pay-for-performance principles, aligned with our stockholders’ interests and consistent with current market practices. Compensation of our named executive officers is intended to enhance stockholder value by attracting, motivating and retaining qualified individuals to perform at the highest levels and to contribute to our growth and success.

We urge stockholders to read the information below under “Compensation Discussion and Analysis”, including our Compensation Philosophy and Objectives as well as the related compensation tables and narrative, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives. Our Board and the Compensation Committee believe that our compensation policies and practices are effective in implementing our compensation philosophy and in helping us achieve our corporate goals.

Accordingly, our Board is asking the stockholders to indicate their support for the compensation of our named executive officers as described in this Proxy Statement by casting a non-binding advisory vote “FOR” the following resolution:

“RESOLVED, that the compensation paid to Lite Strategy, Inc. named executive officers for fiscal 2025, as disclosed pursuant to Item 402 of Regulation S-K in our Proxy Statement for the 2026 annual meeting of stockholders, including the discussion under the heading “Compensation Discussion and Analysis”, the compensation tables and the other narrative discussion is hereby APPROVED.”

Because the vote is advisory, it is not binding on us and our Board. Nevertheless, the views expressed by our stockholders, whether through this vote or otherwise, are important to us and our Board and, accordingly, our Board and the Compensation Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.

Advisory approval of this proposal requires a majority of the votes cast by stockholders entitled to vote on the proposal voting “FOR” approval. Abstentions and broker non-votes, if any, will be counted for the purposes of determining the presence or absence of a quorum. Abstentions and broker non-votes will have no effect on the outcome of the proposal. A failure to vote by not returning a signed proxy will have no effect on the outcome of the proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes the compensation strategy, policies, programs and practices for the named executive officers identified in the Summary Compensation Table. For fiscal year 2025, the named executive officers consist of Justin J. File, Chief Executive Officer, Chief Financial Officer and Secretary, David M. Urso, former Chief Executive Officer and General Counsel and Richard G. Ghalie, M.D., former Chief Medical Officer, to whom we collectively refer in this Compensation Discussion and Analysis as our named executive officers. Mr. Urso and Dr. Ghalie's employment terminated as of August 1, 2024.

Compensation Philosophy and Objectives

We believe that the performance of our executive officers significantly impacts our ability to achieve our corporate goals. We, therefore, place considerable importance on the design and administration of our executive officer compensation program. This program is intended to enhance stockholder value by attracting, motivating and retaining qualified individuals to perform at the highest levels and to contribute to our growth and success. Our executive officer compensation program is designed to provide compensation opportunities that are tied to individual and corporate performance.

Our overall compensation philosophy has been to pay our executive officers an annual base salary and to provide opportunities, through cash and equity incentives, to deliver higher compensation if certain key performance goals are satisfied or exceeded. However, for fiscal year 2025, we realigned our compensation philosophy in connection with the July 22, 2024, announcement that the Board was beginning an evaluation of our strategic alternatives, including potential transactions or an orderly wind-down of operations, if necessary with a goal of maximizing the value of our assets for our shareholders. Accordingly, the new fiscal year 2025 compensation approach focused on the retention of key employees and our remaining executive officer in order to effectively conduct daily operating activities while pursuing strategic alternatives.

The Compensation Committee’s Process

The Compensation Committee acts on behalf of the Board with respect to fulfilling the Board’s responsibilities to oversee our compensation policies, plans and programs and reviewing and determining, as appropriate, the compensation to be paid to executive officers and directors. To achieve this task, the Compensation Committee (i) reviews and approves corporate performance goals and objectives that support and reinforce our long-term strategic goals and compensation plans; (ii) reviews the individual performance of the executive officers; (iii) establishes policies with respect to equity compensation arrangements, timing and pricing of equity awards for newly hired employees, promotions and annual grants for executive and non-executive employees and directors; (iv) reviews regional and industry-wide compensation practices and trends to assess the propriety, adequacy and competitiveness of our executive compensation programs among comparable companies in our industry; (v) reviews and approves the terms of any employment agreements, severance agreements, change-of-control protections and any other compensation arrangements of the executive officers; (vi) performs and considers a compensation risk assessment; and (vii) considers stockholder feedback and Say-on-Pay voting results. The Compensation Committee also makes recommendations to the Board with respect to this Compensation Discussion and Analysis section and recommends that such section be included in any of our annual reports on Form 10-K, registration statements, Proxy statements or information statements.

The Compensation Committee meets at least once a year or more frequently as its members deem necessary or appropriate. Under its charter, the Compensation Committee has the authority, in its sole discretion, to retain or obtain the advice of a compensation consultant, legal counsel or other advisors as the Compensation Committee may determine to assist in the performance of the Compensation Committee’s duties and responsibilities, only after taking into consideration the factors prescribed by the SEC and Nasdaq that bear upon the adviser’s independence.

Setting Executive Compensation

The Compensation Committee considers peer group analysis as a component of its overall executive compensation decision process, but it does not attempt to set executive compensation to a specific benchmark level or percentile as compared to executive compensation levels at other companies, and the Compensation Committee determines the mix of compensation based on its review of such competitive data. We believe our approach to compensation does not encourage excessive risk-taking by our executives as it is not a market outlier, is based on a typical mix of short- and long-term compensation tied to both internal objectives and to stockholder value and reflects the importance of the retention of our remaining executive employee throughout our strategic alternative phase of operations during fiscal year 2025.

Our peer group of companies used for context when setting fiscal year 2025 officer compensation consisted of the same 20 publicly traded drug development companies that were approved by the Compensation Committee with input from

management and F. W. Cook, our compensation consultant, for fiscal year 2024 decisions. The peer group is composed of drug development companies with a broadly similar market cap at the time, (median peer market cap at the time the peer data were reviewed by the Compensation Committee in June 2023 was $111 million), generally without material revenue from commercial products and with emphasis on oncology drug development companies. This peer group was used as context for setting fiscal year 2025 executive officer compensation in light of our strategic alternative operations. This peer group was as follows:

Role of Stockholder Say-on-Pay Votes

At our annual meeting of stockholders held in January 2025, approximately 82% of the shares voted at the meeting approved, on an advisory basis, the compensation of our named executive officers. The Compensation Committee considers input from stockholders, its compensation consultant and proxy advisors, when assessing its compensation philosophy and the components of its compensation program, giving further consideration to the level of attainment of corporate goals and to the compensation data of our peer group so that compensation decisions are broadly consistent with market practice. The Compensation Committee did not change the compensation program for fiscal 2025 as a result of the Say on Pay vote in January 2025 because our principal executive officer changed in the meantime, and CEO compensation during fiscal year 2025 was based on our priorities in connection with the strategic alternatives review.

Elements of Compensation

Our Chief Executive Officer's and Chief Financial Officer’s compensation has three key elements: (i) base salary, (ii) performance-based cash incentives and (iii) equity-based compensation. These elements of executive compensation are intended to align the interests of our executive officers with those of our stockholders.

Base Salary

Base salaries serve to provide a fixed amount of compensation to our executive officers for successfully fulfilling their responsibilities. We establish base salaries for our executive officers when they join us or upon promotion. Base salaries for executive officers are reviewed and determined by the Compensation Committee annually during the first fiscal quarter, or upon promotion, following consultation with our compensation consultant. In connection with the Board's appointment of Mr. File, to Acting Chief Executive Officer, a role in which he served alongside his current positions of Chief Financial Officer and Secretary, the Compensation Committee increased Mr. File's salary from $450,000 to $550,000, effective August 1, 2024. Mr. File's base salary was again increased by the Board, effective November 14, 2025, in connection with his appointment to Chief Executive Officer, from $550,000 to $575,000, as described in greater detail below under the heading "Employment Agreements".

Mr. Urso’s and Dr. Ghalie’s employment terminated after approximately one month of service during fiscal year 2025. They were not provided a salary increase during that time. The Summary Compensation Table reflects any compensation paid to Mr. Urso and Dr. Ghalie for fiscal year 2025, which was predominantly comprised of severance payments provided to Mr. Urso and Dr. Ghalie upon their respective terminations of employment.

Performance-based Cash Incentives

The Compensation Committee believes that allocating a meaningful amount of our executive officers’ total cash compensation to the achievement of corporate goals and objectives aligns their interests with those of our stockholders. Although the corporate goals and objectives vary each year, they are generally critical activities or strategic initiatives designed to move forward the clinical and operating activities and enhance stockholder return. The Compensation Committee establishes annual corporate incentive bonus targets for each of our executive officers, expressed as a percent of base salary. Fiscal year 2025 bonus targets as a percent of base salary were set at the start of the fiscal year at 50% for Mr. Urso and 40% for Dr. Ghalie. In connection with Mr. Urso's and Dr. Ghalie's termination of employment, they each received pro-rated annual bonuses, determined based on the number of days during fiscal year 2025 in which they were employed by us, as reflected in

the Summary Compensation Table. In addition, in connection with the Board's appointment of Mr. File to serve as Acting Chief Executive Officer in August 2024, the Compensation Committee set Mr. File's annual bonus target at 50% of his base salary. In light of the strategic alternatives announcement and potential cessation of operations during fiscal year 2025, Mr. File received his target annual bonus (50% of his base salary) and pursuant to his Prior Employment Agreement (as defined below) a success fee equal to 10% of the Company’s net absolute cash retention as compared to the forecasted cash usage at March 31, 2025. The Compensation Committee viewed preserving our cash as the most important metric for measuring Mr. File’s success as it directly benefited shareholders in the event that the strategic review had resulted in our liquidation.

Equity-based Compensation

The Compensation Committee believes that long-term value creation is achieved through an ownership culture that encourages performance by our executive officers through stock and stock-based awards. This potential reward for stockholder value creation is also key to our retention strategy. Under our Amended and Restated MEI Pharma, Inc. 2008 Omnibus Equity Compensation Plan (the 2008 Equity Plan), we may award incentive and non-qualified stock options, stock appreciation rights, stock awards, stock units and other stock-based awards.

Historically, we have granted stock options to executive officers on an annual basis. Such stock options expire after 10 years, have an exercise price equal to the fair market value at grant and are generally subject to vesting.

Due to our strategic alternatives announcement during the first quarter of fiscal year 2025, we did not conduct our regular annual equity grant cycle and no equity compensation grants were awarded to our executive officers or employees during our fiscal year ended June 30, 2025. All options granted before and during fiscal year 2024 are currently underwater (that is, the exercise price exceeds the fair market value) as of the date of the filing of this Proxy Statement.

Executive Benefits and Perquisites

We offer benefit programs to our employees, including named executive officers, which include paid time off, health insurance, a company funded HSA account and a company sponsored 401(k) plan. Our executive officers generally do not receive any supplemental retirement benefits or perquisites, and they participate in the above listed benefit programs on the same basis as other full-time employees.

Clawback Policy

Effective October 2, 2023, our Board adopted a new compensation recoupment policy (the Clawback Policy). The Clawback Policy is effective for certain incentive-based compensation received by our current or former executive officers on or after October 2, 2023, and is consistent with the requirements of the SEC’s final compensation clawback rules under the Dodd-Frank Act and the Nasdaq listing standards. The Clawback Policy requires recoupment of such incentive-based compensation in the event we are required to restate our financial results due to material non-compliance with any financial reporting requirement under the federal securities laws as required by the Dodd-Frank Act and corresponding Nasdaq listing standards. The recovery of such compensation applies regardless of whether an executive officer engaged in misconduct or otherwise caused or contributed to the requirement for a restatement. We filed the Clawback Policy as an exhibit to our 2024 Annual Report.

Severance and Change in Control Agreements

Each of Messrs. File, Urso and Dr. Ghalie’s employment agreements (the Executive Employment Agreements) provide (or provided, in the case of Mr. Urso and Dr. Ghalie) for certain severance payments upon the applicable executive’s termination by us, other than for cause or by the applicable executive for good reason, as such terms are defined in the respective Executive Employment Agreement. Upon such a termination of employment, the Executive Employment Agreements for Mr. Urso and Dr. Ghalie provided that each executive would be eligible to receive the following payments: (i) a lump sum cash payment equal to twelve months of such executive’s base salary (as in effect at the time of such executive’s termination from employment); (ii) a pro-rata annual bonus for the year in which the executive is terminated, determined based on actual performance; (iii) subject to the executive's timely election of health care continuation coverage under COBRA, we will pay the executive's health insurance premiums for 12 months post-termination; and (iv) we will accelerate the vesting of the applicable executive’s options so that such executive will be vested in the same number of shares of common stock subject to the options as if such executive had continued to be employed by us for an additional 12 months.

As described in greater detail below, Mr. Urso’s and Dr. Ghalie’s last day as Chief Executive Officer and Chief Medical Officer, respectively, was on August 1, 2024. Mr. Urso and Dr. Ghalie received severance payments as a termination without cause, consistent with the terms of their individual Executive Employment Agreements, dated June 2, 2023 and January 16, 2024, respectively, as further documented in their respective separation and release agreements, dated August 4, 2024 and August 3, 2024, respectively. A total of 61,646 options accelerated for Mr. Urso and 18,861 for Dr. Ghalie, reflecting the number of options which would have vested during the next 12 months, respectively, with such options remaining exercisable

through the one year anniversary of Mr. Urso’s and Dr. Ghalie’s separation date (August 1, 2025), provided that such exercise period does not exceed the original term of their options. Following their terminations of employment, Mr. Urso and Dr. Ghalie each entered into consulting agreements with us for the remainder of fiscal year 2025. If Mr. Urso and Dr. Ghalie’s respective consulting agreements remain in place after August 1, 2025, their vested option grants will continue to be exercisable until 90 days post termination of their respective consulting agreements, as provided for in our equity compensation plan. As of the end of the fiscal year ended June 30, 2025, only Dr. Ghalie’s consulting agreement continued to be active and his vested options exercisable.

In the case of Mr. File, if his employment had been terminated as of June 30, 2025, by us, other than for cause or by Mr. File for good reason, or due to his death or disability, he would have been eligible to receive the following severance benefits in accordance with his Amended and Restated Employment Agreement dated March 30, 2025 (the Prior Employment Agreement): (i) a lump sum cash payment equal to twelve months of such employee’s base salary (as in effect at the time of such employee’s termination from employment); (ii) a lump sum payment equal to $70,669; (iii) a prorated target annual bonus for the year in which his employment is terminated; provided that if his employment was terminated between July 1, 2025 and September 30, 2025, he would not be eligible to receive a prorated bonus for fiscal year 2025; (iv) a lump sum payment equal to the retention bonus described below; (v) a lump sum payment equal to the success fee described above; and (vi) accelerated the vesting of his stock options such that he would be vested in the same number of options as if he had continued to be employed by us for an additional 12 months.

If Mr. File had been terminated without cause or for good reason as of June 30, 2025, such vesting would have resulted in an aggregate of 13,326 accelerated vested options. There was no intrinsic value of the option vesting acceleration as of June 30, 2025, because all options were underwater.

In the event of a change in control, as defined in the 2008 Equity Plan, each of the Executive Employment Agreements provided that if the executive’s employment was terminated without cause within the three months prior to a change in control at the request of the other party to the change in control transaction or if the executive’s employment was terminated without cause or for good reason upon or within two years after a change in control, then the applicable executive’s options will accelerate and become fully exercisable effective upon the date of the change in control. There was no intrinsic value of unvested stock options as of June 30, 2025 because all options were underwater.

For each of the executives, such severance payments and additional option vesting are conditioned upon the execution of a customary release of claims in favor of us and our affiliates, in a form prescribed by us.

Each of the Executive Employment Agreements contain post-termination confidentiality obligations.

Payments and benefits under the Executive Employment Agreements are reduced to the maximum amount that does not trigger the excise tax under Code Section 280G and 4999, unless the executive would be better off, on an after-tax basis, had the executive received all payments and benefits without reduction and paid all applicable excise and income taxes.

See the section below titled “Employment Agreements” for additional information on each of the Executive Employment Agreements, including Mr. File’s new employment agreement with Lite Strategy, dated November 14, 2025, as well as the separation agreements and consulting agreements for Mr. Urso and Dr. Ghalie.

Retention Bonus

As provided for in Mr. File’s Prior Employment Agreement, Mr. File was eligible to receive a retention bonus equal to $412,500, payable as a lump sum payment within 30 days of the Retention Date (defined below), provided that through the Retention Date, Mr. File (i) remained actively employed by us in good standing and did not provide notice of his resignation, (ii) continued to perform his regular job duties and other duties specifically assigned to him by the Board, and (iii) continued to comply with our policies and agreements. The Compensation Committee determined that this retention bonus was appropriate to promote retention and continue to incentivize Mr. File’s leadership of the Company through the transition period that the Company is undergoing.

Under Mr. File's Prior Employment Agreement, the “Retention Date” means the first to occur of (i) the closing date of a change in control, (ii) the date of Mr. File’s termination of employment by us without cause, termination for good reason, or termination due to death or disability, (iii) the date that is 30 days after the date on which the Board approves the dissolution, wind down, liquidation or other winding-up of the Company, or (iv) September 30, 2025. The applicable Retention Date was September 30, 2025 and consistent with the terms of Mr. File’s Prior Employment Agreement, the retention bonus was paid in October 2025.

Tax and Accounting Considerations

The tax and accounting consequences to us of certain compensation elements are important considerations for the Compensation Committee when evaluating and recommending compensation packages for our executive officers. Generally,

the Compensation Committee seeks to balance its objective to create an effective compensation program that attracts, retains and rewards executives in order to maximize the return to stockholders with the need for appropriate tax and accounting consequences of such compensation.

In addition to considering the tax consequences, the Compensation Committee considers the accounting consequences of its decisions, including the impact of expenses being recognized in connection with equity-based awards, in determining the size and form of different equity-based awards.

COMPENSATION COMMITTEE REPORT

Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and contained within this Proxy Statement with management. Based on such review and discussions, our Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included as of the date of filing for this Proxy Statement by the members of the Compensation Committee:

Dr. Nicholas R. Glover

Mr. Frederick Driscoll

Mr. James Flynn

CEO Pay Ratio

SEC rules require us to disclose the total annual compensation of our principal executive officer for fiscal year 2025, who was Justin J. File, our Chief Executive Officer and Chief Financial Officer, the median of the total annual compensation of all employees other than our principal executive officer, as well as their ratio to each other (the CEO Pay Ratio). Total annual compensation for our principal executive officer and for the median of the total annual compensation of all employees is calculated in accordance with SEC rules applicable to the Summary Compensation Table. For fiscal year 2025, these amounts were as follows:

In determining the median compensated employee, we chose June 30, 2025 as the determination date. As of this date, we had three employees, excluding our principal executive officer. In determining our median compensated employee and calculating the CEO Pay Ratio, we did not use any of the exemptions permitted under SEC rules, nor did we rely upon any material assumptions, adjustments or estimates.

We believe that the CEO Pay Ratio set forth above is a reasonable estimate for fiscal year 2025, determined in a manner consistent with SEC rules. The SEC rules for identifying the median compensated employee and calculating the CEO Pay Ratio based on that employee’s total annual compensation permit companies to adopt a variety of methodologies, to apply certain exemptions and to make certain assumptions, adjustments or estimates that reflect their compensation policies. Accordingly, the CEO Pay Ratio may not be comparable to the pay ratios reported by other companies, which may have used different methodologies, assumptions, adjustments or estimates in calculating their pay ratios.

EXECUTIVE COMPENSATION

Our Executive Officers

Our named executive officers for the year ended June 30, 2025, were:

Summary Compensation Table

The table below sets forth for the fiscal years ended June 30, 2025 and 2024, the compensation of our named executive officers.

Employment Agreements

We have entered into written employment agreements with each of the named executive officers, which set forth the terms of their respective employments.

Justin J. File

In August 2025, Mr. File was promoted to Acting Chief Executive Officer, a role in which he served in addition to his roles as Chief Financial Officer and Secretary, pursuant to his Prior Employment Agreement. The Prior Employment Agreement remained in effect through September 30, 2025 and provided for an annual base salary of $550,000, a target annual bonus opportunity of 50% of base salary, eligibility to participate in the Company’s health, retirement, expense reimbursement and other benefit plans, and eligibility to receive option or other equity grants under the Company’s 2008 Equity Plan on similar terms as other senior executives of Lite Strategy. In addition, the Prior Employment Agreement provided for eligibility to receive a success free of $96,000 and a retention bonus of $412,500, as described above under the heading “Retention Bonus”.

Under the Prior Employment Agreement, if Mr. File’s employment was terminated by Lite Strategy without cause or Mr. File resigns for good reason, or his employment is terminated due to death or disability, Mr. File will be eligible to receive the severance benefits described above under the heading “Severance and Change in Control Agreements” if he signs an effective release of claims. As described above, the Prior Employment Agreement also provides that if, within three months before a change in control, Lite Strategy terminates Mr. File’s employment without cause at the request of the other party to the change in control transaction, or if, upon or within two years following a change in control, Mr. File’s employment is terminated by Lite Strategy without cause or Mr. File resigns for good reason, Mr. File’s outstanding stock options will fully vest and become exercisable as of his termination date, provided that he signs an effective release.

Effective November 14, 2025, the Compensation Committee appointed Mr. File as the Chief Executive Officer, in addition to his existing roles as Chief Financial Officer and Secretary. In connection with this appointment, we entered into a new employment agreement with Mr. File (the 2025 Employment Agreement), pursuant to which his annual base salary was increased to $575,000, effective as of October 1, 2025. He will continue to be eligible to receive an annual a target annual bonus opportunity of 50% of base salary, participate in the Company’s health, retirement, expense reimbursement and other benefit plans, and receive option or other equity grants under the Company’s 2008 Equity Plan or a successor plan on similar terms as other senior executives of Lite Strategy.

Under the 2025 Employment Agreement, if Mr. File’s employment is terminated by Lite Strategy without cause or Mr. File resigns for good reason, or his employment is terminated due to death or disability, Mr. File will be eligible to receive the following severance benefits, subject to his execution of an effective release of claims (other than in the event of Mr. File's death): (i) lump sum payment equal to 12 months of base salary, (ii) a pro-rated target annual bonus for the year of termination, (iii) 12 months of monthly COBRA premiums reimbursements from the Company, (iv) accelerated vesting of the stock options that would have vested during the 12 months following his separation date. In the event Mr. File is terminated in connection with a change in control, the 2025 Employment Agreement provides for the same option acceleration terms as the Prior Employment Agreement.

David M. Urso and Richard Ghalie

Effective August 1, 2024, the employment of our former Chief Executive Officer, David Urso and our former Chief Medical Officer, Richard G. Ghalie, terminated. In accordance with the terms of Mr. Urso and Dr. Ghalie’s separation agreements, each was eligible to receive the severance benefits described above under the heading “Severance and Change in Control Agreements”. Following Mr. Urso’s and Dr. Ghalie’s terminations of employment, each of Mr. Urso and Dr. Ghalie transitioned to a consulting role with us. Mr. Urso and Dr. Ghalie each entered into an individual consulting agreement with us, effective August 2, 2024 (the Consulting Agreements) and continuing through June 30, 2025, unless earlier terminated.

According to his consulting agreement, Mr. Urso received an hourly fee equal to $475 for services performed and was eligible to receive a success fee equal to 8% of net proceeds of each sale of assets of the Company on or before June 30, 2025.

Dr. Ghalie, similarly, received an hourly fee of $475 and was eligible to receive a success fee of 2% of net proceeds of each sale of Company assets on or before June 30, 2025.

In addition, as described above under the heading “Severance and Change in Control Agreements”, each of Mr. Urso’s and Dr. Ghalie’s vested options remained exercisable through August 1, 2025 (provided that such term did not to exceed the option’s original term), and to the extent their service with the Company continued beyond August 1, 2025 pursuant to their respective consulting agreements, the term of the options would be extended to 90 days post termination of the applicable consulting agreement, as provided for in our equity compensation plans.

Grants of Plan-Based Awards For Fiscal Year Ended June 30, 2025

____________

Outstanding Equity Awards at Fiscal Year-End

The following table provides information on all stock options held by our named executive officers on June 30, 2025. No named executive officer held restricted stock units on June 30, 2025:

Option Exercises and Stock Vested

Messrs. File and Urso and Dr. Ghalie did not exercise any stock options during the fiscal year ended June 30, 2025.

Relationship between CAP and TSR. The chart below reflects the relationship between the PEO and average non-PEO NEO CAP versus our TSR and the Peer Group TSR.

Compensation of Directors

The following table provides details of the fees paid to our non-executive directors who served on the Board for the fiscal year ended June 30, 2025:

(1) For the fiscal year ended June 30, 2025, each of our non-executive directors received an annual cash retainer of $45,600 (prorated for a partial year of service). In addition to the annual cash retainer, the Board chair received additional annual compensation of $35,000 and each Board Committee chair received additional compensation as follows: Audit Committee: $20,000; Compensation Committee: $15,000; and Nominating and Governance Committee: $10,000. Committee members not receiving compensation as a committee chair received additional compensation as follows: Audit Committee: $10,000; Compensation Committee: $7,500 and Nominating and Governance Committee: $5,000. Such amounts are pro-rated for periods of service less than the full fiscal year.

Indemnification Agreements

We have entered into an indemnification agreement with each of our directors and executive officers. Subject to certain exceptions, the indemnification agreements provide that an indemnitee will be indemnified for all expenses incurred or paid by the indemnitee in connection with a proceeding to which the indemnitee was or is a party, or is threatened to be made a party, by reason of the indemnitee’s status with or service to us or to another entity at our request. In connection with proceedings other than those by or in the right of our company and to which the indemnitee was or is a party, or is threatened to be made a party, by reason of the indemnitee’s status with or service to us or to another entity at our request, the indemnification agreements provide that an indemnitee will also be indemnified for all liabilities incurred or paid by the indemnitee. The indemnification agreements also provide for advancement of expenses incurred by an indemnitee in connection with an indemnifiable claim, subject to reimbursement in certain circumstances.

The rights of each indemnitee are in addition to any other rights provided for under our amended and restated certificate of incorporation and our amended and restated by-laws, as may be amended from time to time, and under Delaware law.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We entered into separation agreements with each of Mr. Urso, our former President and Chief Executive Officer, and Dr. Ghalie, our former Chief Medical Officer, in each case effective as of August 1, 2024. Mr. Urso agreed to a general release of claims in exchange for (i) a lump sum payment of $614,000, which is equal to 12 months of his annual base salary, (ii) a pro-rated annual bonus for the fiscal year ending June 30, 2025, (iii) up to twelve (12) months of continued COBRA coverage and (iv) accelerated vesting of the stock options that would have vested during the 12 months following his separation date. Dr. Ghalie agreed to a general release of claims in exchange for (i) a lump sum payment of $503,165, which is equal to 12 months of his annual base salary, (ii) a pro-rated annual bonus for the fiscal year ending June 30, 2025, (iii) up to twelve (12) months of continued COBRA coverage and (iv) accelerated vesting of the stock options that would have vested during the 12 months following his separation date.

We entered into a consulting agreement with Dr. Ghalie under which he remains available to assist us in strategic efforts or ongoing operations. In addition, we entered into a consulting agreement with Mr. Urso, which was terminated in February 2025. We paid Mr. Urso $475 per hour. We pay Dr. Ghalie $475 per hour and he is eligible to receive a success fee in the form of a lump sum cash payment equal to a two percent of the net proceeds from any sale of assets.

As previously disclosed in our Current Report on Form 8-K dated August 6, 2025, the Board approved the appointment of Joshua Riezman to the Board on August 5, 2025 pursuant to a Side Letter (the Side Letter) with GSR entered into in connection with the PIPE on July 22, 2025. Pursuant to the Side Letter, GSR, a Purchaser in the PIPE, had the right to nominate one person to serve on the Board. In accordance with the Side Letter, Mr. Riezman was appointed to the class of directors who is up for reelection at our Annual Meeting.

In connection with the PIPE, we entered into an Advisory Agreement (the Advisory Agreement) with Green Dragon Investments LLC (Green Dragon). Charlie Lee, who was appointed as a member of the Board and serves in the class of directors who will be up for reelection at our annual meeting of stockholders for fiscal 2027, is a beneficiary of Green Dragon. Pursuant to the Advisory Agreement, Green Dragon provides us with asset management services and we pays Green Dragon a fee in warrants to purchase a number of shares of the common stock calculated based on the amount of assets under management. Mr. Lee is not entitled to received compensation as a member of the Board under the terms of the Advisory Agreement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF LITE STRATEGY

The following table sets forth information with respect to the beneficial ownership of shares of our common stock as of December 15, 2025 (except as otherwise indicated below) by (i) each person known to beneficially own more than 5% of our common stock, (ii) each of our named executive officers and directors and (iii) our officers and directors as a group. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options, warrants or restricted stock units, exercisable or convertible on or within sixty (60) days of December 15, 2025, are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. The percentage of beneficial ownership described below is based on 36,769,677 shares of common stock outstanding, plus adjustments to the number of shares of common stock outstanding as described above, as of December 15, 2025.