Asset Entities Inc.

09/15/2025 | Press release | Distributed by Public on 09/15/2025 04:31

Change in Certifying Accountants, Management Change/Compensation (Form 8-K)

Item 4.01 Changes in Registrant's Certifying Accountant.

As previously disclosed, on September 12, 2025, Strive, Inc., a Nevada corporation, which was, until September 12, 2025, known as Asset Entities Inc. (the "Company"), completed the merger whereby Alpha Merger Sub, Inc., an Ohio corporation and a direct, wholly owned subsidiary of Asset Entities Inc. merged with and into Strive Enterprises, Inc., an Ohio corporation, with Strive Enterprises, Inc. as the surviving corporation and as a direct, wholly owned subsidiary of the Company (the "Merger"), which closed on September 12, 2025 (the "Closing Date").

WWC, P.C. ("WWC") served as the Company's independent registered public accounting firm for the fiscal years ended December 31, 2024 and 2023. KPMG LLP ("KPMG") served as the independent registered public accounting firm for the fiscal years ended December 31, 2024 and 2023 for Strive Enterprises, Inc. On the Closing Date, it was determined that WWC would be dismissed and KPMG would serve as the independent registered public accounting firm for the Company beginning with the fiscal year ending December 31, 2025. The decision to dismiss WWC and to engage KPMG was made by the audit committee of the Board of Directors of the Company (the "Board") on the Closing Date with immediate effect.

WWC's reports on the Company's financial statements for the fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

For the fiscal years ended December 31, 2024 and 2023 and during the subsequent periods through the date of this Current Report on Form 8-K, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) between the Company and WWC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of WWC, would have caused WWC to make reference to the subject matter of the disagreements in connection with WWC's report on the Company's financial statements for such fiscal year. For the fiscal years ended December 31, 2024 and 2023 and during the subsequent periods through the date of this Current Report on Form 8-K, there were no reportable events (as described in Item 304(a)(1)(v) of Regulation S-K).

The Company provided WWC with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (the "SEC") and requested that WWC provide the Company with a letter addressed to the SEC stating whether WWC agrees with the statements made by the Company in response to Item 304(a) of Regulation S-K. A copy of that letter, dated September 15, 2025, furnished by WWC in response to that request, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

During the Company's two most recent fiscal years ended December 31, 2024 and December 31, 2023, and for the subsequent interim period through the Closing Date, neither the Company nor anyone on its behalf consulted KPMG regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the consolidated financial statements of the Company, in connection with which either a written report or oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement.

Executive Employment Agreements

On September 15, 2025, the Company entered into Executive Employment Agreements (each, an "Agreement," and collectively, the "Agreements") with each of Matthew Cole, Benjamin Pham, Logan Beirne and Arshia Sarkhani (each, an "Executive," and collectively, the "Executives") as described below.

Position and Term

Pursuant to the terms of the Agreements, Mr. Cole will serve as the Company's Chief Executive Officer and Chief Investment Officer, Mr. Pham will serve as the Company's Chief Financial Officer, Mr. Beirne will serve as the Company's Chief Legal Officer and Mr. Sarkhani will serve as the Company's Chief Marketing Officer. The term of each of the Executives' employment commenced on the Closing Date, and shall be of an indefinite duration and may be terminated by either the Company or the Executive for any reason upon 30 days' prior written notice.

Compensation

Mr. Cole's Agreement provides for an annual base salary of $800,000 and an annual performance-based bonus with a target of 200% of base salary, subject to achievement of performance metrics to be determined by the Board in consultation with Mr. Cole. Mr. Cole's Agreement also provides that Mr. Cole may participate in the Company's equity incentive plan, subject to the terms of such plan, as determined by the Board in its sole discretion. Additionally, Mr. Cole's Agreement provides (i) for a one-time transaction bonus in connection with the closing of the Merger, in an amount equal to $2,000,000 to be paid promptly after the Closing Date and (ii) subject to the applicable approvals (including shareholder approval of the applicable action with respect to the Company's equity plan) and Mr. Cole's continued employment through the Company's next annual shareholders meeting, for the grant of time-vesting restricted stock units with a value of $17,000,000, with the number of shares underlying the restricted stock unit award to be determined based on the average closing price of the Company's common stock for the six month period beginning the day after the Closing Date (the "Future CEO Grant"), with the Future CEO Grant to vest in five substantially equal installments on each of the first five anniversaries of the Closing Date, subject to Mr. Cole's continued employment through each vesting date; provided that the vesting will be accelerated upon a Change in Control (as defined in the equity incentive plan) or a termination of Mr. Cole's employment by the Company without Cause, by Mr. Cole with Good Reason or due to death or Disability (each capitalized term as defined in Mr. Cole's Agreement).

Asset Entities Inc. published this content on September 15, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 15, 2025 at 10:31 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]