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FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year endedJune 30,2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period fromto. Commission File Number:000-50484 Lite Strategy, Inc.(Exact name of registrant as specified in its charter) 51-0407811(I.R.S. EmployerIdentification No.) DELAWARE(State or other jurisdiction ofincorporation or organization) 9920 Pacific Heights Blvd.,Suite 150,San Diego,CA92121(Address of principal executive offices) (Zip Code) (858)369-7100(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each classTradingSymbolName of each exchangeon which registeredCommon Stock, $0.00000002par valueLITSTheNasdaqStock Market LLC Securities registered pursuant to Section 12(g) of the Act:None(Title of Class) Indicate by a check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by a check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Table of Contents Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports) and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant's executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates, based on the closing price pershare of Registrant's Common Stock on the Nasdaq Capital Market was approximately$12.0million as of December 31, 2024. As of September 23, 2025, there were35,655,155shares of the registrant’s common stock, par value $0.00000002 per share,outstanding. Lite Strategy, Inc.TABLE OFCONTENTS PART I Item 1:BusinessItem 1A:Risk FactorsItem 1B:Unresolved Staff CommentsItem 1C:CybersecurityItem 2:PropertiesItem 3:Legal ProceedingsItem 4:Mine Safety Disclosures PART II Item 5:Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities30Item 6:[Reserved]31Item 7:Management’s Discussion and Analysis of Financial Condition and Results of Operations31Item 7a:Quantitative and Qualitative Disclosures about Market Risk37Item 8:ConsolidatedFinancial Statements and Supplementary Data38Item 9:Changes in and Disagreements with Accountants on Accounting and Financial Disclosure64Item 9A:Controls and Procedures64Item 9B:Other Information64Item 9C:Disclosure Regarding Foreign Jurisdictions that Prevent Inspections65 PART III Item 10:Directors, Executive Officers and Corporate Governance66Item 11:Executive Compensation72Item 12:Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters84Item 13:Certain Relationships and Related Transactions and Director Independence85Item 14:Principal Accountant Fees and Services85 PART IV Item 15:E