Delaware Judge Orders Ionic Digital to Immediately Provide Stockholder List
Despite Ionic’s Continued Misrepresentations, Delaware Court Finds that Plaintiffs are Not “Surrogates” or “Shills” for Figure Markets and GXD Labs
SAN FRANCISCO, Calif., March 14, 2025 (GLOBE NEWSWIRE) -- As a result of nearly six months of persistence, three determined stockholders of Ionic Digital Inc. (“Ionic Digital” or the “Company”), Tony Vejseli, Chris Villinger, and Brett Perry (collectively, the “Concerned Stockholders”) today announced that they have successfully obtained a Court order directing Ionic digital to provide a copy of the Company’s list of stockholders for the purposes of soliciting votes for their nominees in the ongoing proxy contest ahead of the Company’s first annual meeting of stockholders (the “Annual Meeting”).
Yesterday afternoon, Delaware Vice Chancellor Bonnie David ruled in favor of the Concerned Stockholders, ordering the Company to immediately provide a list of the Company’s stockholders and other necessary contact information to the Concerned Stockholders’ proxy solicitor, Saratoga Proxy Consulting LLC. This is an important victory for all Ionic stockholders and is the first step towards ensuring a free and fair election for the open seats on the Company’s Board of Directors (the “Board”) at the Annual Meeting. The Concerned Stockholders’ proxy solicitor will now be able to contact all Ionic stockholders directly to solicit their votes in favor of their highly-qualified nominees.
It is disappointing, but not surprising, that Ionic Digital continues to misrepresent basic facts to its stockholders. Despite Ionic Digital’s continued insistence that the Concerned Stockholders are merely being used by Figure Markets Holdings, Inc. and GXD Labs, LLC to advance their own economic interests, the Delaware Court of Chancery (the “Delaware Court”) in fact found:
- “[T]hat the plaintiffs are not simply ‘proxies,’ ‘surrogates,’ or ‘shills’ for Figure Markets and GXD;”
- “[T]hat each of the plaintiffs here seeks the stock list materials because he sincerely wants to run a proxy contest to improve governance at the company. Each of the plaintiffs has credible reasons for that purpose. The stockholders want greater transparency and liquidity for their shares, which have not traded for over a year; and numerous changes to Ionic's directors, officers, and auditor raise questions about the company's governance and strategic direction;”
- “Ionic suggests that Vejseli does not truly seek to represent the interests of Ionic stockholders, and instead has ‘lent his name’ to the demand… But it is clear to me, both from Vejseli's testimony and the larger record, that that is not the case;” and
- “I find that the plaintiffs' stated purposes are sincere, their own, and therefore proper.” (emphases added)
The Company's recent press release also conveniently ignores the fact that Figure Markets and GXD Labs already agreed in the fall of 2024 that they would not receive or have access to any stocklist materials shared with the requesting stockholders. Discussions on the stockholder list NDA only broke down due to Ionic Digital’s unreasonable insistence on the inclusion of a no “Outside Funds Provision” in the NDA – i.e., a provision barring financial support from third parties for the proxy contest and related legal efforts. The Delaware Court did not find the no Outside Funds Provision to be reasonable or appropriate, stating instead “I see no basis to impose the onerous Outside Funds Provision that Ionic seeks.” (emphasis added). Instead, the Company forced the Concerned Stockholders to commence litigation in the Delaware Court in order to compel it to comply with Delaware law, when these matters could have been resolved months ago.
Stockholders are invited to read the full transcript of the telephonic ruling here.
While this is an important victory for Ionic Digital stockholders, the fight for a free and fair election at the Annual Meeting – where stockholders will have a real choice in who represents them on the Board – is not over. Certain of the Concerned Stockholders have filed a class action Complaint in the Delaware Court of Chancery contesting the reduction of the size of the Board, alleging that the Board breached its fiduciary duties by improperly shrinking its size in an attempt to entrench the incumbent directors and block stockholders from having a chance to effect real change at the Company. There also remains a debate around the appropriate quorum for the Annual Meeting. The Company has further challenged the validity of the Concerned Stockholders’ nominations, which the Concerned Stockholders believe were improperly rejected by the Board. The Concerned Stockholders will continue to fight to defend their nominations. These issues will be heard by the Delaware Court at a trial scheduled to be held on May 8th. Because of the importance of deciding these issues ahead of the Annual Meeting, we asked the Delaware Court to require, and the Company conceded, that the Annual Meeting will not be held until after a ruling is rendered in the Class Action litigation.
The Concerned Stockholders will continue to post informational updates on their website and encourage their fellow stockholders to vote for their TWO nominees on the GOLD proxy card at www.ionicvote.com today!
The Concerned Stockholders are committed to a free and fair election, where all Ionic Digital stockholders have a real choice in who represents them in the boardroom.
This is the chance for Ionic stockholders to finally have their voices heard!
About the Nominating Stockholders’ Nominees
Oliver Wiener is a Founder and Managing Partner of Kensington Merchant Partners, an investment management and corporate development advisory business focused on Financials, Fintech, Insurance, Insuretech, and Blockchain verticals, and has over 20 years of financial and investment experience, with a focus on the technology, blockchain, and fintech industries. Mr. Wiener currently serves on the board of directors of Chain Bridge I, a publicly-traded SPAC, and The National Security Group, Inc., an insurance holding company. Mr. Wiener is a founding team member of investment bank BTIG.
Michael Abbate currently serves as an advisor to Figure Markets Holdings, Inc. (“Figure Markets”) and is a seasoned investor in the bitcoin mining, AI data center, and energy infrastructure industries. As a former Managing Partner of NovaWulf Digital Management, LP, Mr. Abbate led the stalking horse bid in the Celsius Network LLC bankruptcy and is intimately familiar with Ionic Digital’s assets and the Company’s current business structure. In addition, Mr. Abbate has over 20 years of experience in complex corporate restructuring as a Partner of investment firm King Street Capital Management.
Contact Information
Saratoga Proxy Consulting LLC
John Ferguson / Ann Marie Mellone
(888) 368-0379
(212) 257-1311
info@saratogaproxy.com
