SEC Form SC 13D/A filed by WisdomTree Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 9)¹

WisdomTree, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

97717P104

(CUSIP Number)

GRAHAM TUCKWELL

ETFS Capital Limited

Ordnance House, 31 Pier Road

St. Helier, Jersey JE2 4XW

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 21, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Excludes Shares (as defined in Item 1 of the Schedule 13D) issuable upon conversion of 14,750 shares of Series A Preferred Stock (as defined in Item 3 of the Schedule 13D).

(2) Based upon 151,853,699 Shares outstanding as of February 20, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 23, 2024.

(1) Excludes Shares issuable upon conversion of 14,750 shares of Series A Preferred Stock.

(2) Based upon 151,853,699 Shares outstanding, as of February 20, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 23, 2024.

The following constitutes Amendment No. 9 to the Schedule 13D filed by the undersigned (“Amendment No. 9”). This Amendment No. 9 amends the Schedule 13D as specifically set forth herein.

Item 4 is hereby amended to add the following:

On March 21, 2024, the Reporting Persons issued a press release and open letter (the “Stockholder Letter”) to the stockholders of the Issuer to address the Board’s recent response to the Reporting Persons’ engagement with the Issuer aimed at maximizing shareholder value. In the Stockholder Letter, the Reporting Persons expressed their disappointment with the Board’s dismissive stance towards the Reporting Persons’ request that the Issuer evaluate all options to maximize stockholder value and the Reporting Persons’ previous attempts to engage with the Issuer to address the issues regarding value destruction, cost structure and capital allocation, among others.

The Reporting Persons highlighted their concerns with the Issuer’s long-term strategy in the Stockholder Letter, particularly the shift from an ETF-focused business model to a DeFi business. The Reporting Persons criticized these efforts, especially the launch of WisdomTree Prime and the Issuer’s Bitcoin ETF, for failing to attract meaningful market interest and contributing to the neglect of the core ETF business.

The Stockholder Letter detailed the Reporting Persons’ ongoing efforts to engage in a private, productive dialogue with the Board, including proposing the formation of a special committee of independent directors to evaluate strategic alternatives, including the potential sale of the business and/or leadership changes. However, as stated in the Stockholder Letter, the Reporting Persons find that the Board’s public response to these proposals was markedly hostile. Since the change to the Board following the Reporting Persons’ engagement with the issuer over the past three years has been insufficient to break the status quo, the Reporting Persons plan to withhold their votes from members of the Board at the Issuer’s upcoming annual meeting of stockholders.

The full text of the Stockholder Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7 is hereby amended to add the following exhibit:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 25, 2024