Asset Entities Inc. Files 8-K on Agreements and Equity Sales

TL;DR

Asset Entities Inc. filed an 8-K detailing a material definitive agreement and equity sales.

AI Summary

Asset Entities Inc. filed an 8-K on August 28, 2025, reporting on events that occurred on August 22, 2025. The filing indicates the company entered into a material definitive agreement and also addresses unregistered sales of equity securities. Financial statements and exhibits are also included.

Why It Matters

This 8-K filing signals significant corporate actions by Asset Entities Inc., including new agreements and equity transactions, which could impact its financial standing and stock performance.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate dilution or a need for capital, and the entry into a material definitive agreement requires further scrutiny.

Key Players & Entities

• Asset Entities Inc. (company) — Filer of the 8-K report
• August 22, 2025 (date) — Earliest event date reported
• August 28, 2025 (date) — Date of report filing
• 100 Crescent Ct, 7th Floor, Dallas, TX 75201 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — hich registered Class B Common Stock, $0.0001 par value per share ASST The Nasdaq
• $0.001 — of the Company's Class A common stock, $0.001 par value per share (after giving effec
• $3.00 — 2025 and an assumed per share price of $3.00 of the Class A Common Stock. The issuan

Filing Documents

• ea0254877-8k425_asset.htm (8-K) — 49KB
• ea025487701ex10-1_asset.htm (EX-10.1) — 183KB
• 0001213900-25-081779.txt ( ) — 445KB
• asst-20250822.xsd (EX-101.SCH) — 3KB
• asst-20250822_lab.xml (EX-101.LAB) — 33KB
• asst-20250822_pre.xml (EX-101.PRE) — 22KB
• ea0254877-8k425_asset_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 22, 2025, Asset Entities, Inc., a Nevada corporation (the "Company"), and Strive Enterprises, Inc., an Ohio corporation ("Strive"), entered into exchange agreements (each an "Exchange Agreement" and together the "Exchange Agreements") with certain accredited investors (the "Investors"), pursuant to which the Company agreed to issue and exchange, an aggregate of 2,681,893 shares (the "Exchange Shares") of the Company's Class A common stock, $0.001 par value per share (after giving effect to the transactions contemplated by the Merger Agreement (as defined herein), including the redesignation of the Company's current Class B Common Stock to Class A Common Stock) (the "Class A Common Stock"), pursuant to amended and restated articles of incorporation of the Company to be adopted and approved in accordance with the Merger Agreement (as defined below), for the aggregate amount of 69 bitcoin. The exchange ratio was determined based on the price of bitcoin as of 4:00 p.m. New York City time on August 22, 2025 and an assumed per share price of $3.00 of the Class A Common Stock. The issuance of the Exchange Shares pursuant to the Exchange Agreements is expected to qualify as a tax-free exchange under Section 351 of the Internal Revenue Code of 1986, as amended. The transactions contemplated by the Exchange Agreements are referred to herein as the "351 Exchange." The Exchange Agreements were entered into following the execution of the previously announced Amended and Restated Agreement and Plan of Merger, dated June 27, 2025 (the "Merger Agreement"), by and among the Company, Strive and Alpha Merger Sub, Inc., an Ohio corporation and wholly-owned subsidiary of the Company. The 351 Exchange is expected to close substantially concurrent with the transactions under the Merger Agreement, subject to the satisfaction of conditions precedent to the Company's and Strive's obligations to consummate the transactions un

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Securities were issued and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. Each Investor represented that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act or "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act. The Securities have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Cautionary Statement Regarding Forward-Looking Statements Certain statements herein and the documents incorporated herein by reference may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Rule 175 promulgated thereunder, and Section 21E of the Exchange Act, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Examples of forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of Strive and the Company, respectively, with respect to the proposed transaction, the strategic benefits and financial benefits of the proposed transaction, including the expected impact of the proposed transaction on the combined company's future financial performance (including anticipated accretion to earnings per share, the tangible book value earn-back period and other operating and return metrics), the timing of the closing of the proposed transaction, and the ability to successfully integrate the combined businesses. Such statements are often characterized by the use of qualified words (and their derivatives) such

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Form of Exchange Agreement, dated August 22, 2025, by and among Asset Entities Inc., Strive Enterprises, Inc. and the investors party thereto 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 28, 2025 ASSET ENTITIES INC. /s/ Arshia Sarkhani Name: Arshia Sarkhani Title: Chief Executive Officer and President 5

View Full Filing

View this 8-K filing on SEC EDGAR