- Tron Inc. signed a Sales Agreement with Clear Street LLC on October 14, 2026 for an at-the-market equity offering of its common stock, listed on the Nasdaq Capital Market
- The agreement lets Tron Inc. sell shares gradually through Clear Street acting as agent or principal, rather than through a traditional single lump-sum share offering
- In the agreement itself, Tron Inc. disclosed that it holds crypto assets including TRX, Bitcoin and Ethereum in a hardware wallet custodied by BiT Global Trust Limited
Tron Inc., a Nevada corporation whose common stock trades on the Nasdaq Capital Market, entered into an at-the-market Sales Agreement with Clear Street LLC on October 14, 2026, giving the company a flexible mechanism to raise capital by selling shares gradually over time rather than through a single large offering priced all at once. The agreement was filed as Exhibit 1.1 to an 8-K covering the same date.
At-the-market offerings work differently from traditional underwritten stock sales. Under the structure, Tron Inc. can issue Placement Notices to Clear Street specifying a share count, a sale period, daily volume limits and a minimum acceptable price, and Clear Street then uses commercially reasonable efforts to sell shares into the market under those parameters, acting as the company’s sales agent. The agreement also allows for principal transactions, where Clear Street could instead buy shares directly from Tron Inc. under a separately negotiated Terms Agreement, giving the company an alternative path to raise funds if agency sales alone do not meet its needs.
The agreement does not disclose a total dollar size for the offering, instead capping potential sales at the lesser of several limits tied to the company’s existing shelf registration, its authorized but unissued shares, and board-authorized sale amounts, while also setting a board-authorized minimum price below which shares cannot be sold. Tron Inc. agreed to cover certain costs tied to the arrangement, including up to $15,000 for state securities qualification fees, up to $75,000 in Clear Street’s counsel fees tied to signing and the agreement’s first delivery date, and up to $10,000 per quarter in additional counsel fees for ongoing compliance certifications.
Perhaps the most notable disclosure embedded within the agreement itself is Tron Inc.’s confirmation that the company holds crypto assets, specifically naming TRX, Bitcoin and Ethereum, in a hardware wallet custodied by BiT Global Trust Limited. That disclosure places Tron Inc. among a growing list of publicly traded companies holding a mix of digital assets, in this case spanning both its namesake token and the two largest cryptocurrencies by market capitalization, rather than concentrating its treasury holdings in a single asset.
The agreement also includes a standard “clear market” covenant restricting Tron Inc. from issuing other equity securities during and for a period after any active sales period under the arrangement, and it requires the company to disclose details of shares sold, proceeds raised, and compensation paid to Clear Street in its periodic SEC filings going forward. The 8-K and its exhibit, filed with the SEC, did not state a specific intended use for the proceeds beyond referencing the general “Use of Proceeds” language in Tron Inc.’s existing prospectus.
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