Delaware Court Finds That Ionic Digital Directors Breached Fiduciary Duties

Landmark Decision Provides Opportunity for Stockholders To Vote for Change and Elect Two Directors

Victorious Plaintiffs Urge Their Fellow Stockholders to Learn More About Their Plan for Change at www.ionicvote.com

SAN FRANCISCO, May 22, 2025 (GLOBE NEWSWIRE) -- In a major victory for stockholder rights, the Delaware Court of Chancery ruled that the board of directors of Ionic Digital Inc. breached their fiduciary duty by unjustly reducing the size of the Board to entrench itself and block shareholder-nominated directors.

The ruling forces Ionic to reopen its nomination window for two Class I director seats, giving stockholders the opportunity to finally choose who sits on the Board.

Concerned Stockholders Tony Vejseli, Chris Villinger, and Brett Perry, who brought the lawsuit, are urging fellow stockholders to vote for Mike Abbate and Oliver Wiener at the upcoming annual meeting. Learn more at www.ionicvote.com.

Summing up the dire situation at Ionic Digital and the lack of liquidity facing its stockholders, the Court noted that:

• “In the seventeen months since the Company’s formation, five of Ionic’s eight initial directors have left the Board. Ionic has employed three Chief Executive Officers, two Chief Financial Officers, and two Chief Legal Officers. Its auditor also resigned. Meanwhile, because Ionic has not yet publicly listed its shares and transfer restrictions are in place, stockholders cannot sell their shares.”
  

The Court’s landmark decision highlights the self-serving motivations behind the Board’s attempts to entrench itself against stockholder-led change, noting:

• “[T]he trial evidence here overwhelmingly supports a finding that the Board Reduction Resolution was not adopted on a “clear day.”
• “The Board failed to prove that the Board Reduction Resolution was adopted for a valid, non-pretextual corporate purpose.”
• “[T]he Director Defendants breached their fiduciary duties by inequitably interfering with a corporate election by reducing the number of directors that Ionic stockholders will elect at the Company’s first Annual Meeting.
• “Plaintiffs have established their entitlement to an order invalidating the Board Reduction Resolution and restoring the Board to six directors, including two Class I directors.”
• “[T]he Board’s wrongful conduct [] necessitates reopening the nomination window.”
• “[…] Ionic’s stockholders, who have not been able to exercise their voting rights since the Company’s incorporation, can finally decide for themselves who should serve on the Board.”
• “Ionic’s stockholders—not this Court—will decide who serves on the Board.”
  
  

It’s Time for Change.

The Concerned Stockholders are committed to restoring transparency, accountability, and liquidity to Ionic Digital. Vote for real change — support Mike Abbate and Oliver Wiener on the GOLD Proxy Card at the 2025 annual meeting.

Learn more at www.ionicvote.com

Contact Information
Investor Contact:
Saratoga Proxy Consulting LLC
John Ferguson / Ann Marie Mellone
(888) 368-0379
(212) 257-1311
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