Palladyne AI Corp. filed SEC Form 8-K: Regulation FD Disclosure
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| |
||
| (Address of principal executive offices) | (Zip Code) |
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 (see General Instruction A.2. below):
| 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 |
Name of Each Exchange on which Registered | ||
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
If 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. |
ATM Update
On March 9, 2026, Strategy Inc (“Strategy”) announced an update with respect to sales made under its at-the-market offering program (“ATM”) of the following securities:
| During Period March 2, 2026 to March 8, 2026 | As of March 8, 2026 | |||||||||||||||
| Security |
Shares Sold | Notional Value (in millions) (1) |
Net Proceeds (in millions) (2) |
Available for Issuance and Sale (in millions) |
||||||||||||
| STRF Stock |
— | $ | — | $ | — | $ | 1,619.3 | |||||||||
| STRC Stock |
3,776,205 | $ | 377.6 | $ | 377.1 | $ | 3,158.0 | |||||||||
| STRK Stock |
— | $ | — | $ | — | $ | 20,331.6 | |||||||||
| STRD Stock |
— | $ | — | $ | — | $ | 4,014.8 | |||||||||
| MSTR Stock |
6,327,541 | $ | — | $ | 899.5 | $ | 6,713.3 | |||||||||
| Total |
$ | 1,276.6 | ||||||||||||||
|
|
|
|||||||||||||||
| (1) | The total face value of the shares of preferred stock sold, which is used to calculate dividends thereon. |
| (2) | Net proceeds are presented net of sales commission. |
BTC Update
On March 9, 2026, Strategy announced updates with respect to its bitcoin holdings:
| During Period March 2, 2026 to March 8, 2026 | As of March 8, 2026 | |||||||||
| BTC Acquired (1) |
Aggregate |
Average |
Aggregate BTC |
Aggregate |
Average | |||||
| 17,994 | $1.28 | $70,946 | 738,731 | $56.04 | $75,862 | |||||
| (1) | The bitcoin purchases were made using proceeds from the sale of shares under the ATM. |
| (2) | Aggregate and average purchase prices are inclusive of fees and expenses. |
Amendment to Omnibus Sales Agreement
On March 9, 2026, Strategy and the agents under its ongoing ATM entered into an amendment to the Omnibus Sales Agreement (“Sales Agreement”) to provide that the requirement under the Sales Agreement that Strategy will only sell securities of any single class or series through one agent on any single trading day shall not apply to or prohibit Strategy from appointing a second agent to effect sales of such class or series under the Sales Agreement before 9:30 a.m. and/or after 4:00 p.m. New York City time on such trading day. Strategy continues to be able to appoint an additional agent to execute a block sale transaction after 4:00 p.m. New York City time on any such trading day.
A copy of the Sales Agreement as amended to date is attached as Exhibit 1.1 hereto and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
Strategy Dashboard
Strategy also maintains a dashboard on its website (www.strategy.com) as a disclosure channel for providing broad, non-exclusionary distribution of information regarding Strategy to the public, including information regarding market prices of its outstanding securities, bitcoin purchases and holdings, certain key performance indicator metrics and other supplemental information, and as one means of disclosing non-public information in compliance with its disclosure obligations under Regulation FD. Investors and others are encouraged to regularly review the information that Strategy makes public via the website dashboard.
Furnished Information
The information disclosed pursuant to Item 7.01 in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 9, 2026 | Strategy Inc (Registrant) | |||||
| By: | /s/ Thomas C. Chow | |||||
| Name: | Thomas C. Chow | |||||
| Title: | Executive Vice President & General Counsel | |||||