v3.26.3
Pay vs Performance Disclosure - USD ($)
 1 Months Ended 11 Months Ended 12 Months Ended
Jul. 31, 2024
Jun. 30, 2025
Jun. 30, 2026
Jun. 30, 2025
Jun. 30, 2024
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table    

Pay Versus Performance

Provided below is our pay versus performance disclosure as required pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act. As required by Item 402(v), we have included:

•
A table that compares the total compensation of our named executive officers (also known as NEOs) as presented in the Summary Compensation Table (SCT) to CAP and that compares CAP to specified performance measures; and
•
Graphs that describe the relationships between CAP and our cumulative total shareholder return (TSR) and GAAP Net Income

Note: pursuant to Item 402(v)(8), Lite Strategy, as a smaller reporting company (SRC), has provided the information required by 402(v) for three years, instead of five years and is not required to provide the disclosure required by 402(v)(2)(iv) or 402(v)(5) with respect to the total shareholder return of any peer group, or our-Selected Measure disclosure required by 402 (v)(2)(vi), or the Tabular List provided pursuant to 402(v)(6).

Given our current pay program, the only difference between the SCT and CAP amounts is the value of equity awards, which for purposes of the SCT is based on the grant date fair value of equity awards granted during the year and for purposes of CAP is based on the year over year change in the fair value of equity awards that are unvested as of the end of the year, or that vested, or were forfeited during the year.

Pay Versus Performance Table. In accordance with Item 402(v) and under rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the tabular disclosure for our Chief Executive Officer (our Principal Executive Officer or PEO) and the average of our NEOs other than the PEO for fiscal years 2024, 2025 and 2026.

Fiscal Year

 

Summary Compensation Table for Total Current PEO
(File)(1)

 

 

Compensation Actually Paid to Current PEO
(File)(2,3)

 

 

Summary Compensation Table for Total Former PEO
(Urso)(1)

 

 

Compensation Actually Paid to Former PEO
(Urso)(2,3)

 

 

Average Summary Compensation Table Total for Non-PEO
NEOs(1)

 

 

Average Compensation Actually Paid to Non-PEO
NEOs(2,3)

 

 

Value of Initial Fixed $100 Investment Based on Total Shareholder Return(4)

 

 

Lite Strategy Net (Loss) Income
($ Millions)

 

(a)

 

(b)

 

 

(c)

 

 

(b)

 

 

(c)

 

 

(d)

 

 

(e)

 

 

(f)

 

 

(h)

 

2026

 

$

1,577,150

 

 

$

1,429,975

 

 

$

—

 

 

$

—

 

 

$

-

 

 

$

—

 

 

$

18

 

 

$

(71

)

2025

 

$

912,667

 

 

$

893,199

 

 

$

934,046

 

 

$

683,160

 

 

$

708,134

 

 

$

645,430

 

 

$

48

 

 

$

(16

)

2024

 

$

—

 

 

$

—

 

 

$

894,905

 

 

$

220,789

 

 

$

730,912

 

 

$

558,052

 

 

$

57

 

 

$

18

 
(1)
The PVP table reflects required disclosures for fiscal years 2024, 2025 and 2026. The following table reflects our Principal Executive Officer (PEO) and non-PEO NEOs in each of the fiscal years presented:

 

Fiscal Year

 

PEO

 

Non-PEO NEOs

2026

 

Justin J. File (Current)

 

 

2025

 

Justin J. File (Current)
David M. Urso (Former)

 

Richard G. Ghalie

2024

 

David M. Urso (Current)

 

Justin J. File and Richard G. Ghalie
(2)
The amounts shown for CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation earned, realized, or received by our NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
(3)
Compensation Actually Paid (CAP) is calculated by taking Summary Compensation Table total compensation: a) less the stock award and stock option grant values; b) plus the year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or that vested, or were forfeited during the year. No adjustments were made for pension arrangements, which we do not sponsor. Reconciliation of the Summary Compensation Table total compensation and CAP is summarized in the following table:

 

 

Current PEO (File)(i)

 

Fiscal Year

2024

 

2025

 

2026

 

SCT Total

$

—

 

$

912,667

 

$

1,577,150

 

 Stock and Option Award Values Reported in SCT for the Covered Year

 

—

 

 

—

 

 

(595,900

)

 Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year

 

—

 

 

—

 

 

283,041

 

 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years

 

—

 

 

(15,787

)

 

(14,060

)

 Fair Value of Stock and Option Awards Granted in Covered Year that Vested

 

—

 

 

—

 

 

182,039

 

 Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year

 

—

 

 

(3,681

)

 

(2,295

)

 Fair Value of Stock and Option Awards Forfeited during the Covered Year

 

—

 

 

—

 

 

—

 

Compensation Actually Paid

$

—

 

$

893,199

 

$

1,429,975

 

 

 

 

 

 

 

 

 

Former PEO (Urso)(i)

 

Fiscal Year

2024

 

2025

 

2026

 

SCT Total

$

894,905

 

$

934,046

 

$

—

 

 Stock and Option Award Values Reported in SCT for the Covered Year

 

—

 

 

—

 

 

—

 

 Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year

 

—

 

 

—

 

 

—

 

 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years

 

(511,128

)

 

—

 

 

—

 

 Fair Value of Stock and Option Awards Granted in Covered Year that Vested

 

—

 

 

—

 

 

—

 

 Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year

 

(162,988

)

 

1,757

 

 

—

 

 Fair Value of Stock and Option Awards Forfeited during the Covered Year

 

—

 

 

(252,643

)

 

—

 

Compensation Actually Paid

$

220,789

 

$

683,160

 

$

—

 

 

 

 

 

 

 

 

 

Average Non-PEO(i)

 

Fiscal Year

2024

 

2025

 

2026

 

SCT Total

$

730,912

 

$

708,134

 

$

—

 

 Stock and Option Award Values Reported in SCT for the Covered Year

 

(79,900

)

 

—

 

 

—

 

 Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year

 

28,797

 

 

—

 

 

—

 

 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years

 

(93,289

)

 

—

 

 

—

 

 Fair Value of Stock and Option Awards Granted in Covered Year that Vested

 

—

 

 

—

 

 

—

 

 Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year

 

(28,468

)

 

154

 

 

—

 

 Fair Value of Stock and Option Awards Forfeited during the Covered Year

 

—

 

 

(62,858

)

 

—

 

Compensation Actually Paid

$

558,052

 

$

645,430

 

$

—

 

 

 

 

 

 

 

 

(i) The fair value of options awards used to calculate CAP was determined using the Black-Scholes option pricing model, in accordance with FASB 718

 

 

(4)
Assumes $100 was invested in Lite Strategy for the period starting June 30, 2023, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance.
   
Named Executive Officers, Footnote    

Fiscal Year

 

PEO

 

Non-PEO NEOs

2026

 

Justin J. File (Current)

 

 

2025

 

Justin J. File (Current)
David M. Urso (Former)

 

Richard G. Ghalie

2024

 

David M. Urso (Current)

 

Justin J. File and Richard G. Ghalie
   
Adjustment To PEO Compensation, Footnote    
(3)
Compensation Actually Paid (CAP) is calculated by taking Summary Compensation Table total compensation: a) less the stock award and stock option grant values; b) plus the year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or that vested, or were forfeited during the year. No adjustments were made for pension arrangements, which we do not sponsor. Reconciliation of the Summary Compensation Table total compensation and CAP is summarized in the following table:

 

 

Current PEO (File)(i)

 

Fiscal Year

2024

 

2025

 

2026

 

SCT Total

$

—

 

$

912,667

 

$

1,577,150

 

 Stock and Option Award Values Reported in SCT for the Covered Year

 

—

 

 

—

 

 

(595,900

)

 Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year

 

—

 

 

—

 

 

283,041

 

 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years

 

—

 

 

(15,787

)

 

(14,060

)

 Fair Value of Stock and Option Awards Granted in Covered Year that Vested

 

—

 

 

—

 

 

182,039

 

 Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year

 

—

 

 

(3,681

)

 

(2,295

)

 Fair Value of Stock and Option Awards Forfeited during the Covered Year

 

—

 

 

—

 

 

—

 

Compensation Actually Paid

$

—

 

$

893,199

 

$

1,429,975

 

 

 

 

 

 

 

 

 

Former PEO (Urso)(i)

 

Fiscal Year

2024

 

2025

 

2026

 

SCT Total

$

894,905

 

$

934,046

 

$

—

 

 Stock and Option Award Values Reported in SCT for the Covered Year

 

—

 

 

—

 

 

—

 

 Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year

 

—

 

 

—

 

 

—

 

 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years

 

(511,128

)

 

—

 

 

—

 

 Fair Value of Stock and Option Awards Granted in Covered Year that Vested

 

—

 

 

—

 

 

—

 

 Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year

 

(162,988

)

 

1,757

 

 

—

 

 Fair Value of Stock and Option Awards Forfeited during the Covered Year

 

—

 

 

(252,643

)

 

—

 

Compensation Actually Paid

$

220,789

 

$

683,160

 

$

—

 

 

 

 

 

 

 

 

 

Average Non-PEO(i)

 

Fiscal Year

2024

 

2025

 

2026

 

SCT Total

$

730,912

 

$

708,134

 

$

—

 

 Stock and Option Award Values Reported in SCT for the Covered Year

 

(79,900

)

 

—

 

 

—

 

 Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year

 

28,797

 

 

—

 

 

—

 

 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years

 

(93,289

)

 

—

 

 

—

 

 Fair Value of Stock and Option Awards Granted in Covered Year that Vested

 

—

 

 

—

 

 

—

 

 Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year

 

(28,468

)

 

154

 

 

—

 

 Fair Value of Stock and Option Awards Forfeited during the Covered Year

 

—

 

 

(62,858

)

 

—

 

Compensation Actually Paid

$

558,052

 

$

645,430

 

$

—

 

 

 

 

 

 

 

 

(i) The fair value of options awards used to calculate CAP was determined using the Black-Scholes option pricing model, in accordance with FASB 718

 
   
Non-PEO NEO Average Total Compensation Amount $ 708,134       $ 730,912
Non-PEO NEO Average Compensation Actually Paid Amount 645,430       558,052
Adjustment to Non-PEO NEO Compensation Footnote    
(3)
Compensation Actually Paid (CAP) is calculated by taking Summary Compensation Table total compensation: a) less the stock award and stock option grant values; b) plus the year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or that vested, or were forfeited during the year. No adjustments were made for pension arrangements, which we do not sponsor. Reconciliation of the Summary Compensation Table total compensation and CAP is summarized in the following table:

 

 

Current PEO (File)(i)

 

Fiscal Year

2024

 

2025

 

2026

 

SCT Total

$

—

 

$

912,667

 

$

1,577,150

 

 Stock and Option Award Values Reported in SCT for the Covered Year

 

—

 

 

—

 

 

(595,900

)

 Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year

 

—

 

 

—

 

 

283,041

 

 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years

 

—

 

 

(15,787

)

 

(14,060

)

 Fair Value of Stock and Option Awards Granted in Covered Year that Vested

 

—

 

 

—

 

 

182,039

 

 Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year

 

—

 

 

(3,681

)

 

(2,295

)

 Fair Value of Stock and Option Awards Forfeited during the Covered Year

 

—

 

 

—

 

 

—

 

Compensation Actually Paid

$

—

 

$

893,199

 

$

1,429,975

 

 

 

 

 

 

 

 

 

Former PEO (Urso)(i)

 

Fiscal Year

2024

 

2025

 

2026

 

SCT Total

$

894,905

 

$

934,046

 

$

—

 

 Stock and Option Award Values Reported in SCT for the Covered Year

 

—

 

 

—

 

 

—

 

 Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year

 

—

 

 

—

 

 

—

 

 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years

 

(511,128

)

 

—

 

 

—

 

 Fair Value of Stock and Option Awards Granted in Covered Year that Vested

 

—

 

 

—

 

 

—

 

 Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year

 

(162,988

)

 

1,757

 

 

—

 

 Fair Value of Stock and Option Awards Forfeited during the Covered Year

 

—

 

 

(252,643

)

 

—

 

Compensation Actually Paid

$

220,789

 

$

683,160

 

$

—

 

 

 

 

 

 

 

 

 

Average Non-PEO(i)

 

Fiscal Year

2024

 

2025

 

2026

 

SCT Total

$

730,912

 

$

708,134

 

$

—

 

 Stock and Option Award Values Reported in SCT for the Covered Year

 

(79,900

)

 

—

 

 

—

 

 Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year

 

28,797

 

 

—

 

 

—

 

 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years

 

(93,289

)

 

—

 

 

—

 

 Fair Value of Stock and Option Awards Granted in Covered Year that Vested

 

—

 

 

—

 

 

—

 

 Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year

 

(28,468

)

 

154

 

 

—

 

 Fair Value of Stock and Option Awards Forfeited during the Covered Year

 

—

 

 

(62,858

)

 

—

 

Compensation Actually Paid

$

558,052

 

$

645,430

 

$

—

 

 

 

 

 

 

 

 

(i) The fair value of options awards used to calculate CAP was determined using the Black-Scholes option pricing model, in accordance with FASB 718

 
   
Compensation Actually Paid vs. Total Shareholder Return    

Relationship between CAP and TSR. The chart below reflects the relationship between the PEO and average non-PEO NEO CAP versus our TSR and the Peer Group TSR.

img209309641_10.jpg

    
Compensation Actually Paid vs. Net Income    

Relationship between CAP and GAAP Net Income (Loss). The chart below reflects the relationship between the PEO and average non-PEO NEO CAP and our GAAP Net Income (Loss).

img209309641_11.gif

    
Total Shareholder Return Amount     $ 18 $ 48 57
Net Income (Loss)     $ (71,150,000) $ (15,945,000) 18,000,000
Additional 402(v) Disclosure    
(2)
The amounts shown for CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation earned, realized, or received by our NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
    
Justin J. File [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount   $ 912,667 $ 1,577,150    
PEO Actually Paid Compensation Amount   $ 893,199 $ 1,429,975    
PEO Name   Justin J. File Justin J. File    
David M Urso [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount 934,046       894,905
PEO Actually Paid Compensation Amount $ 683,160       $ 220,789
PEO Name David M. Urso       David M. Urso
PEO | Justin J. File [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     $ (595,900)    
PEO | Justin J. File [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     283,041    
PEO | Justin J. File [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   $ (15,787) (14,060)    
PEO | Justin J. File [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     182,039    
PEO | Justin J. File [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   $ (3,681) $ (2,295)    
PEO | David M Urso [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount         $ (511,128)
PEO | David M Urso [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 1,757       (162,988)
PEO | David M Urso [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (252,643)        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount         (79,900)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount         28,797
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount         (93,289)
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 154       $ (28,468)
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (62,858)