Form 8-K

8-K — Canton Strategic Holdings, Inc.

Accession: 0001493152-26-013823

Filed: 2026-03-31

Period: 2026-03-31

CIK: 0001861657

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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EX-99.1 (ex99-1.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported) March 31, 2026

CANTON

STRATEGIC HOLDINGS, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41210

84-2642541

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.

R. S. Employer

Identification

No.)

Shrewsbury Avenue, Suite 1C

Red

Bank, NJ 07701

(Address

of principal executive offices, including zip code)

(732)

889-3111

(Registrant’s

telephone number, including area code)

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

stock, $0.0001 par value

CNTN

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

March 31, 2026, Canton Strategic Holdings, Inc. (the “Company”) issued a press release announcing results for the full year

ended December 31, 2025. A copy of the press release is attached hereto as Exhibits 99.1 and is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

of Exhibit

99.1

Press Release, dated March 31, 2026

104

The

cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

-2-

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

March 31, 2026

Canton

Strategic Holdings, Inc.

/s/

Mark Wendland

Mark

Wendland

Chief

Executive Officer

-3-

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Canton

Strategic Holdings Reports Full Year 2025 Financial and Operational Results

First

Annual Report Since Establishing Canton Network Digital Asset Strategy Highlights Accelerating Network Momentum and Strengthened Capital

Position

NEW

YORK, March 31, 2026 — Canton Strategic Holdings, Inc. (NASDAQ: CNTN) (“Canton Strategic Holdings” or the “Company”),

the first publicly traded company to leverage Canton Coin (CC) to support the Canton Network’s ability to digitize traditional

financial markets, today announced its financial and operating results for the full year ended December 31, 2025.

Canton

Strategic Holdings executes a differentiated digital asset strategy that seeks to create long-term shareholder value through initiatives

including CC acquisition, operation of a Super Validator, and continued investment in applications that support network utilization and

expand institutional adoption of the Canton Network. The Company established this strategy through a $545 million private placement in

November 2025 and enters 2026 with a strengthened balance sheet, an active validator role that helps secure the more than one million

daily transactions on the network, and governance participation through membership on the Canton Foundation Board of Directors.

“With

more than $9 trillion in monthly transaction volume onchain, the Canton Network has demonstrated that its unique, privacy-enabled blockchain

architecture is designed to operate at institutional scale,” said Mark Wendland, Chairman and Chief Executive Officer of Canton

Strategic Holdings. “Our digital asset investment strategy reflects our strong conviction in the Canton Network’s ability

to transform the future of global finance and drive capital efficiencies through atomic settlement. Through 2025, the Canton Network

saw increased adoption, with major institutions including DTCC, BNY, Goldman Sachs, Franklin Templeton, and countless others leveraging

the technology to power their onchain financing, settlement, clearing, and tokenization efforts. We intend to align our capital allocation

with our mission of driving institutional adoption of the Network while creating durable, long-term shareholder value.”

Strategic

Highlights

Through

2025 and into early 2026, the Company achieved the following milestones:

● Established

digital asset treasury and investment strategy through a $545 million private placement

in November 2025, led by DRW and Liberty City Ventures, with participation from the Canton

Foundation, making Canton Strategic Holdings the first and only publicly traded company supported

by the Canton Foundation.

● Launched

at-the-market equity program and established a shelf registration statement, providing

a flexible capital-raising mechanism to fund the Company’s ongoing digital asset strategy.

● Strengthened

leadership team with the appointment of Mark Wendland as Chairman and Chief Executive

Officer, bringing decades of trading and treasury operations experience at major trading

firms to oversee the Company’s digital asset strategy.

● Secured

approval to operate as a Super Validator on the Canton Network in early 2026, enabling

the Company to help secure network transactions while accruing CC rewards that bolster its

digital asset treasury. Super Validators collectively support over 1 million daily transactions

and $9 trillion in monthly transaction volume on the Canton Network.

● Closed

$55 million underwritten registered offering of common stock and pre-funded warrants

in early 2026, providing additional growth capital for the continued expansion of the Company’s

Canton-centric digital asset treasury strategy.

● Bolstered

Board of Directors with the appointments of former CFTC Commissioner Jill Sommers and

DRW Chief of Staff William Wiley, bringing deep regulatory and institutional trading expertise

to oversight of the Company’s strategy.

● Joined

the Canton Foundation Board to help shape the Canton Network’s governance framework,

tokenomics, and strategic roadmap.

“We

are committed to building a world-class platform anchored in capital efficiency, disciplined treasury management, and deep engagement

with emerging financial technology,” continued Mr. Wendland. “CC plays a critical role as the utility token for transactions

on the Canton Network, with a purposefully designed tokenomics framework that prioritizes transparency and aligns incentives across the

ecosystem. Our strategic digital asset reserve of CC reflects our conviction in the potential of the Canton Network to drive efficiency,

transparency, and resiliency across global capital markets.”

Full

Year 2025 Financial Summary

The

following highlights reflect the Company’s financial results for the full year ended December 31, 2025, encompassing both its newly

established digital asset strategy and its existing clinical-stage biotech research and development operations.

● CC

Treasury Holdings: As of December 31, 2025, the Company held 3,339,569,946 CC with a

fair value of $501,760,369.

● Balance

Sheet: As of December 31, 2025, the Company had $17 million in cash.

● Revenue:

The Company has not recognized revenue since inception, including for the years ended

December 31, 2025 and 2024, reflecting its stage of development as a digital asset treasury

company.

● Operating

Expenses: Total operating expenses in 2025 were $20.1 million compared to $12.4 million

in 2024, primarily driven by increased SG&A costs related to the Company’s transition

to a Canton-focused digital asset treasury strategy, including $6 million of non-recurring

compensation paid in connection with the November 2025 private placement.

● Digital

Asset Valuation: The Company recorded an unrealized loss on digital assets of $22.0 million

in 2025, reflecting the difference between the reference price of CC as of December 31, 2025

and the weighted average cost of CC holdings acquired through the November 2025 private placement

and subsequent purchases.

● Net

Loss: Net Loss for 2025 was $35.9 million or ($1.12) per diluted share, compared to $12.2

million or ($9.41) per diluted share, in 2024. The year-over-year increase in net loss was

primarily driven by increased operating expenses associated with the digital asset strategy

transition, non-recurring compensation paid in connection with the November 2025 private

placement and the unrealized loss on digital assets. The Company has an accumulated deficit

of $72.8 million as of December 31, 2025, and has funded its operations primarily through

the sale of equity securities.

2026

Strategy

the Company enters the first full year of its digital asset strategy, it intends to strengthen its capital base and advance its mission

through several key initiatives:

● Canton

Network Ecosystem Development: The Company is committed to expanding partnership opportunities,

both through direct investment in ecosystem builders as well as ongoing engagement with institutions

as they adopt blockchain technology.

● Value

Accretion through Mobilization of CC Holdings: We believe recent developments on the

Canton Network present opportunities to drive increased value from the Company’s CC

holdings, including through locking mechanisms to drive yield outlined in CIP 0105, as well

as in the lending, options, and vault markets as they evolve.

● Disciplined

Expense Management: The Company intends to implement a streamlined cost structure, prioritizing

the most value accretive initiatives and reducing expenses following the realization of non-recurring

compensation and administrative costs in Q1 2026.

About

Canton Strategic Holdings, Inc.

Canton

Strategic Holdings, Inc. (NASDAQ: CNTN), is the first publicly traded company to leverage Canton Coin and support the Canton Network

to advance institutional blockchain adoption and the digitization of financial markets. In addition to driving value through activities

on the Canton Network, the Company also operates clinical-stage biotech research and development. For more information, visit www.cantonstrategic.com.

Cautionary

Note Regarding Forward-Looking Statements

This

press release contains statements about future expectations, plans and prospects, as well as any other statements regarding matters that

are not historical facts, which may constitute “forward-looking statements” within the meaning of the U.S. federal securities

laws. Such statements include, but are not limited to, goals and expectations regarding the Company’s strategy and potential partnerships,

future financial and operating performance, projections or statements of plans and objectives, and other statements accompanied by the

words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,”

“projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,”

“potential” or similar words, but the absence of these words does not mean that a statement is not forward-looking.

These

forward-looking statements are based on current expectations, estimates, assumptions, and projections, and involve known and unknown

risks, uncertainties, and other factors—many of which are beyond the Company’s control—that may cause actual results,

performance, or achievements to differ materially from those expressed or implied by such statements. Important factors that may affect

actual results include, among others, the Company’s ability to execute its growth strategy; its ability to raise and deploy capital

effectively; potential use of the Company’s ATM facility; developments in technology and the competitive landscape; the market

performance of CC; government regulation of cryptocurrencies; and other risks and uncertainties described under “Risk Factors”

in the Company’s Annual Report on Form 10-K and in other filings with the SEC. These filings are available at www.sec.gov. The

Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events,

or otherwise, except as required by law.

CONTACT

Media:

Gasthalter

& Co.

(212) 257-4170

canton@gasthalter.com

Investors:

ir@cantonstrategic.com

X: @CantonStrategic

LinkedIn: Linkedin.com/CantonStrategicHoldings

Website: www.cantonstrategic.com

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