Exodus Movement Inc

Current report

None.

Previous report

Since January 1, 2024, the Company has issued and sold to certain of its employees, directors, consultants and other service providers an aggregate of 233,199 shares of Class A common stock upon vesting of restricted stock units under our 2021 Plan, at prices per share ranging from $2.49 to $6.25, for a weighted-average price of approximately $4.64. Such shares were issued in reliance upon the exemption provided in Rule 701 under the Securities Act.

Previous report

Since January 1, 2024, the Company granted to certain of its employees an aggregate of 1,653,728 shares of Class A RSUs under our 2021 Plan at a weighted average grant date fair value of $4.90. Such grants were made in reliance upon the exemption provided in Rule 701 under the Securities Act.

Previous report

On May 7, 2024, our Board of Directors adopted resolutions pursuant to Section 204 of the Delaware General Corporation Law (the “DGCL”) approving the ratification of (i) the grant of certain restricted stock units, on the vesting schedules and on the dates set forth on Exhibit 99.1 attached hereto and on the form of Restricted Stock Unit Award Agreement filed with our Form 10 on February 28, 2024 (the “RSUs”) and (ii) the issuances of certain shares of Common Stock upon the settlement of certain of the RSUs in the number of shares and on the dates set forth on Exhibit 99.1 (the “RSU Shares”), which constitute defective corporate acts under Section 204 of the DGCL. The RSU grants suffered from the following failure of authorization: the RSUs were not approved in accordance with Section 157 of the DGCL, including because the Board’s delegation of authority to the Incentive Plan Committee to grant awards under our 2021 Equity Incentive Plan exceeded the authority that may be delegated to a person or body other than the Board under Section 157 of the DGCL as in effect from time to time, and our records do not confirm that our Board otherwise approved the grants of the RSUs and the terms and provisions of the RSUs (including the terms of any award agreements entered into with respect thereto) in accordance with the DGCL (including Sections 152, 153 and/or 157 thereof). The RSU Share issuances suffered from the following failures of authorization: the RSU Shares were purportedly issued upon the settlement of RSUs, which RSUs may not have been validly granted, and our records do not confirm that our Board otherwise approved the issuance of the RSU Shares in accordance with the DGCL (including Sections 152, 153 and/or 157 thereof). The public filing of this document with the Securities and Exchange Commission constitutes the notice required to be given under Section 204 of the DGCL in connection with the ratification described above. As a result of this ratification, any claim that these defective corporate acts are void or voidable due to the failure of authorization described above, or that the Delaware Court of Chancery should declare in its discretion that this ratification not be effective or be effective only on certain conditions, must be brought within 120 days from May 15, 2024, which is the date on which this document is being publicly filed with the Securities and Exchange Commission.