SUIGSUI Group
Deals with insiders in the proxy filed 2026-08-04
Deals between SUIG and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
The whole section
19 paragraphs quoted as filed
Transactions with Related Persons and Certain Conflict Disclosures“We maintain a conflict of interest and related party transactions policy requiring that (i) certain disclosures be made to the Board in relation to situations where officers, directors, significant shareholders, or any of their affiliates may enter into transactions with us, and (ii) certain disclosures appear in the reports prepared and filed with the SEC. Our related party transactions requiring disclosure under this policy are as follows:”
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Agreements with the Sui Foundation“The Sui Foundation beneficially owns approximately 7.1% of the Company’s common stock. In connection with a July 2025 private placement transaction, we entered into the following agreements with the Sui Foundation:”
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Agreements with the Sui Foundation“Digital Asset Purchase and Sale Agreement, dated July 27, 2025. Pursuant to the agreement, the Company agreed to purchase a quantity of SUI tokens (the “Initial Purchase”) equal to 50% of the aggregate cash proceeds from the private placement transaction (the “Cash Proceeds”), divided by a per-token price 85% of the 24-hour time-weighted average price (the “TWAP”) on the closing date thereof. Following the Initial Purchase, the Company is obligated to allocate 50% of all subsequent capita...”
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Agreements with the Sui Foundation“Investor Rights Agreement, dated July 31, 2025. Pursuant to the agreement, for so long as the Sui Foundation, and its affiliates satisfy the “Foundation Minimum Condition” (defined as beneficially owning at least 10% of the common stock held by the Sui Foundation as of July 31, 2025), the Company agreed to provide the Sui Foundation with certain rights, including for the Sui Foundation to (i) appoint a board observer to the Board, who shall have the right to attend Board meetings in a non...”
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Agreements with the Sui Foundation“Securities Purchase Agreement, dated as of July 27, 2025. Pursuant to this agreement, the Sui Foundation agreed to purchase 4,612,547 of the Company’s common stock for a price of $25,000,004.74, payable in SUI tokens.”
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Agreements with the Sui Foundation“Digital Asset Purchase Agreement, dated July 31, 2025. Pursuant to this agreement, the Company agreed to purchase and the Sui Foundation agreed to sell and transfer 5,927,859 SUI tokens.”
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Agreements with the Sui Foundation“Lock Up Agreement, dated July 31, 2025. Pursuant to the agreement, the Sui Foundation agreed to a twelve-month restricted period on the transfer of the Company’s securities it holds following the closing of the Private Placement.”
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Agreements with the Sui Foundation“Foundation Investor Warrant, dated July 31, 2025. The Foundation Investor Warrant gives the Sui Foundation the right to purchase 3,113,469 shares of our common stock across four tranches (i) 1,245,387 shares at $5.42 per share; (ii) 1,245,387 shares at $5.962 per share; (iii) 415,129 shares at $6.504 per share; and (iv) 207,565 shares at $7.046 per share.”
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Agreements with the Sui Foundation“Pre-Funded Warrant, dated July 31, 2025. The Pre-Funded Warrant gives the Sui Foundation the right to purchase 612,547 shares of our common stock at an exercise price of $0.0001 per share. The Pre-Funded Warrant is exercisable immediately and remains exercisable until fully exercised.”
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Agreements with the Sui Foundation“Trademark License Agreement, dated July 31, 2025. Pursuant to the agreement, the Sui Foundation, granted the Company a limited, revocable, non-exclusive, fully paid-up, non-transferable and non-sublicenseable right and license to use and display the marks listed therein. The term of the Trademark Agreement is for one year with the ability for the Company to renew for successive one-year terms provided that the Company has not sold $10,000,000 in SUI or other digital assets that utilize th...”
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Agreements with Karatage“Karatage, together with certain related entities, beneficially owns approximately 7.9% of the Company’s common stock, and Marius Barnett, co-founder and CEO of Karatage, is Chairman of the Board. In connection with a July 2025 private placement transaction, we entered into the following agreements with Karatage:”
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Agreements with Karatage“Investor Rights Agreement, dated July 31, 2025. Pursuant to the agreement, for so long as Karatage and its affiliates beneficially own at least 10% of the common stock held by Karatage as of July 31, 2025, the Company has agreed to (i) provide Karatage with the right to nominate a number of directors to the Board proportionate to its ownership percentage, provided that Karatage shall have the right to nominate at least one director, (ii) appoint a Chief Investment Officer selected by Kara...”
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Agreements with Karatage“Lock Up Agreement, dated July 31, 2025. Pursuant to the agreement Karatage agreed to a twelve-month restricted period on the transfer of the Company’s securities it holds following the closing of the Private Placement.”
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Agreements with Karatage“Strategic Advisory Agreement, dated as of July 27, 2025. Under this agreement, the Company incurred advisory fees of $639,694 for the year ended December 31, 2025 in exchange for certain advisory services provided by Karatage and Mr. Barnett. As of December 31, 2025, $43,471 remained unpaid and is included in accounts payable and accrued liabilities on the accompanying balance sheet.”
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Agreements with Karatage“Securities Purchase Agreement, dated as of July 27, 2025. Pursuant to this agreement, Karatage and related funds purchased 4,612,547 of the Company’s common stock for a price of $25,000,004.74 payable in SUI tokens.”
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Agreements with Karatage“Lead Investor Warrant, dated as of July 31, 2025. The Lead Investor Warrant gives Karatage the right to purchase 3,113,469 shares of our common stock across four tranches: (i) 1,245,387 shares at $5.42 per share; (ii) 1,245,387 shares at $5.962 per share; (iii) 415,129 shares at $6.504 per share; and (iv) 207,565 shares at $7.046 per share.”
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Agreements with other Related Persons“Securities Purchase Agreement, dated as of July 27, 2025. Pursuant to this agreement, MMCAP International Inc. SPC and related funds (“MMCAP”) purchased 1,845,010 of the Company’s common stock for a price of $9,999,954.20. According to information disclosed in its Schedule 13G/A filed May 11, 2026, MMCAP owns approximately 8.7% of the Company’s common stock.”
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Related Party Transaction Policy“The Board has adopted a written Related Party Transaction Policy. That policy governs the approval of all related party transactions, subject only to certain customary exceptions (e.g., compensation, certain charitable donations, transactions made available to all employees generally, etc.). The policy contains a minimum dollar threshold of $5,000.”
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Related Party Transaction Policy“The entire Board administers the policy and the charter of the Audit Committee provides that the Audit Committee will review for approval any related party transactions. In general, after full disclosure of all material facts, review and discussion, the Board approves or disapproves related party transactions by a majority vote of the directors who have no direct or indirect interest in such transaction. Procedurally, no director is allowed to vote in any approval of a related party transaction for which he or she is the Related Party (as defined by Related Party Transaction Policy), except that such a director may otherwise participate in a related discussion and shall provide to the Board all material information concerning the related party transaction and the director’s interest therein. If a related party transaction will be ongoing, the Board may establish guidelines for management to follow in its ongoing dealings with the related party.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗