DEF 14A

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:


☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to § 240.14a-12

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):



☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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:

To elect two directors to our Board of Directors, to serve until the expiration of their terms in fiscal year 2029 and until their successor is elected and qualified;

To approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement;

To ratify the appointment of CBIZ CPAs, an independent registered public accounting firm, as our independent auditors for the fiscal year ending June 30, 2026;

To approve the Lite Strategy, Inc.'s 2026 Omnibus Equity Compensation Plan (the 2026 Equity Plan); and

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

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


THE ANNUAL MEETING OF LITE STRATEGY STOCKHOLDERS	1
ELECTION OF DIRECTORS (PROPOSAL NO. 1)	3
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	5
Directors	5
Information about the Board of Directors and its Committees	6
Audit Committee	6
Compensation Committee	7
Nominating and Governance Committee	7
Director Independence	9
Board Leadership Structure	9
Board Role in Risk Oversight	9
Insider Trading Policy	9
Anti-Hedging and Pledging Policies	9
Stockholder Communications with the Board of Directors	10
Appointment of Directors	10
Attendance of Directors at Board Meetings and Stockholder Meetings	10
Code of Ethics	10
Executive Officers	10
Delinquent 16(a) Reports	10
ADVISORY VOTE ON EXECUTIVE COMPENSATION (PROPOSAL NO. 2)	11
Compensation Philosophy and Objectives	12
The Compensation Committee's Process	12
Setting Executive Compensation	12
Role of Stockholder Say-on-Pay Votes	13
Elements of Compensation	13
Executive Benefits and Perquisites	14
Severance and Change in Control Agreements	14
Tax and Accounting Considerations	15
CEO Pay Ratio	16
COMPENSATION COMMITTEE REPORT	16
EXECUTIVE COMPENSATION	17
Summary Compensation Table	17
Employment Agreements	18
Grants of Plan-Based Awards For Fiscal Year Ended June 30, 2025	19
Outstanding Equity Awards at Fiscal Year-End	20
Option Exercises and Stock Vested	20
Compensation of Directors	24
Indemnification Agreements	25
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF LITE STRATEGY	26
WHERE YOU CAN FIND MORE INFORMATION	27
OTHER MATTERS FOR STOCKHOLDERS	27
Stockholder Proposals	27
Communication with the Lite Strategy Board of Directors	27
Householding of Proxy Materials for Lite Strategy Stockholders	28
RATIFICATION OF APPOINTMENT OF CBIZ CPAs (PROPOSAL NO. 3)	29
Background	29
Fees Paid to Independent Registered Public Accounting Firm	29
Pre-Approval Policies and Procedures	29
AUDIT COMMITTEE REPORT	30
APPROVAL OF 2026 STOCK OMNIBUS EQUITY COMPENSATION PLAN (PROPOSAL NO. 4)	31
ANNEX A	A-1

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:


By email:	Forward the email from your broker, or attach an image of your legal proxy to legalproxy@Computershare.com.

Purposes of the Lite Strategy Annual Meeting

The purposes of the Annual Meeting are:

(1)

To elect two directors to our Board, to serve until the expiration of their terms in fiscal year 2029 and until their successor is elected and qualified;

(2)

To approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement;

(3)

To ratify the appointment of CBIZ CPAs as Lite Strategy’s independent registered public accounting firm for the fiscal year ending June 30, 2026;

(4)

To approve the Lite Strategy, Inc.'s 2026 Omnibus Equity Compensation Plan (the 2026 Equity Plan); and

(5)

To conduct such other business as may properly come before the Annual Meeting or any adjournment, postponement or continuation thereof.

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:

•

To vote on the Internet, go to the website indicated on your proxy card to complete an electronic proxy card. You will be asked to provide Lite Strategy’s number and a control number from the enclosed proxy card. Your vote must be received by 8:59 p.m., Pacific Time, on February 11, 2026 to be counted.

•

To vote over the telephone, dial the toll-free number on your proxy card or voting instruction form using a touch-tone phone and follow the recorded instructions. You will be asked to provide Lite Strategy’s number and control number from the enclosed proxy card. Your vote must be received by 11:59 p.m., Eastern Time, on February 11, 2026 to be counted.

•

To vote using the proxy card, simply mark, sign and date your proxy card and return it promptly in the postage-paid envelope provided. If we receive your signed proxy card before the Annual Meeting, we will vote your shares as you direct.

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.


Name	Age	Positions Held	Expiration of Term
Justin J. File	55	CEO, CFO, Secretary and Director	Fiscal 2026 Annual Meeting of Stockholders
Joshua Riezman	42	Director	Fiscal 2026 Annual Meeting of Stockholders
James Flynn	45	Director	Fiscal 2027 Annual Meeting of Stockholders
Charles B. Lee	48	Director	Fiscal 2027 Annual Meeting of Stockholders
Nicholas R. Glover, Ph.D.	57	Director	Fiscal 2028 Annual Meeting of Stockholders
Frederick W. Driscoll	75	Director	Fiscal 2028 Annual Meeting of Stockholders

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:


Board Member	Audit Committee	Compensation Committee	Nominating & Governance Committee	Science Committee
Frederick W. Driscoll
James Flynn
Nicholas Glover, PhD.
Charles B. Lee*
Joshua Riezman*
Justin J. File *

* - 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:

•

overseeing financial and accounting activities;

•

selecting and recommending the annual appointment of independent auditors;

•

reviewing and approving the scope of audit and non-audit assignments and related fees;

•

assessing annually Lite Strategy’s major financial risks and exposures;

•

evaluating the independence and performance of the independent auditors:

•

reviewing the accounting principles used in financial reporting;

•

reviewing and assessing our financial reporting activities and disclosures included in our periodic reports and the accounting standards and principles followed;

•

reviewing the adequacy and effectiveness of our internal control over financial reporting; and

•

reviewing and approving related party transactions.

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:

•

oversee, review, modify and approve our compensation strategy and policies;

•

assess the independence of compensation consultants and legal advisors prior to engagement;

•

exercise sole power to retain compensation consultants and advisors and to determine the scope of the associated engagements;

•

review and approve annual corporate performance goals;

•

evaluate the chief executive officer’s and executive officers’ performance;

•

review and determine the compensation to be paid to our executive officers, including the allocation of equity related grants;

•

recommend the compensation and terms of appointment of non-executive directors to the Board for review and approval;

•

ensure Lite Strategy meets the reporting requirements promulgated by the SEC regarding compensation and disclosure of compensation and compensation related practices;

•

assess potential compensation related risks; and

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evaluate and ensure compliance with Say-on-Pay requirements.

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:

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identifying qualified individuals who possess the desired experience and skills to serve on the Board;

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proposing chairpersons and members on committees to the Board;

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considering all qualified director candidates identified by the Nominating and Governance Committee, or by stockholders, in the event any member of the Board does not wish to continue in service or if the Board decides not to re-nominate a member for re-election;

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overseeing the Board evaluation process and evaluating the size and composition of the Board; and

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evaluating any stockholder proposal and whether to recommend to the Board and whether Lite Strategy shall support or oppose the proposal.

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:

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whether the candidate has exhibited behavior that indicates he or she is committed to the highest ethical standards;

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whether the candidate has had broad business, governmental, non-profit or professional experience that indicates that the candidate will be able to make a significant and immediate contribution to the Board's discussion and decision-making; and

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whether the candidate will be able to devote sufficient time and energy to the performance of his or her duties as a director.

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:

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Code of Business Conduct and Ethics;

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Insider Trading Policy;

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Corporate Disclosure Policy;

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Amended and Restated Certificate of Incorporation;

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Bylaws; and

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the independent status of our directors.

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:

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Assist management with pre-clinical research and development of pharmaceutical product targets in the Company’s pipeline.

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Assist management to identify new technologies or products or other business opportunities that may be of strategic, scientific or commercial benefit to the Company.

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Provide guidance to management to evaluate the merits and risks associated with any such scientific opportunities.

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Review and evaluate terms for proposed scientific business opportunities proposed to be pursued by management.

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Review and advise on the appropriate structure for potential strategic transactions of pharmaceutical assets.

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Review with management periodically the Company’s pipeline and product portfolio and strategy, development timelines and progress, and provide the Board with advice regarding same.

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Provide guidance to the Board of Directors in its review, consideration and oversight of any programs, research studies, or transactions recommended by management.

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

SEC Form DEF 14A filed by Lite Strategy Inc.