StageWise Strategies Corp.: Investor Update – Major Change of Control, Board Changes, and Key Transaction Details

Key Points from Recent SEC Filing

• Major Change of Control: On June 5, 2026, Jakhongir Abidovich Artikkhodjaev acquired a controlling stake in StageWise Strategies Corp., purchasing 3,000,000 shares of common stock for a total of \$750,000 in cash. This represents approximately 74.2% of the issued and outstanding shares.
• Transaction Details:
  • Artikkhodjaev bought 1,000,000 shares from Viktor Balan for \$250,000.
  • He bought 2,000,000 shares from Yuliia Zaporozhan for \$500,000.
  • The purchases were executed via Securities Purchase Agreements (SPAs), dated June 5, 2026.
  • All payments were made in cash using Artikkhodjaev’s personal funds.
• Shareholding Structure:
  • Prior to the transaction: Viktor Balan held 24.7%, Yuliia Zaporozhan 49.5%.
  • Post-transaction: Artikkhodjaev holds ~74.2%. The remaining 25.8% (1,044,334 shares) are publicly held by non-affiliate shareholders.
  • Total shares outstanding: 4,044,334.
• Board and Management Changes:
  • As part of the change in control, StageWise Strategies Corp. has effected a change in its board of directors and management, as disclosed in Item 5.02.
  • All prior directors and officers have resigned and have been replaced by appointees designated by Artikkhodjaev.
  • There are no family relationships between newly appointed officers/directors and prior management.
  • No arrangements or understandings with any other person for the appointments; no related party transactions requiring disclosure under Item 404(a) of Regulation S-K.
• Financial and Legal Representations:
  • The SPAs include extensive representations and warranties by sellers and the company, including confirmation of share ownership, absence of liens, accurate SEC filings, and absence of adverse litigation.
  • The company’s financial statements are prepared in accordance with US GAAP and fairly represent the company’s financial position.
  • No material adverse changes since the latest financial statements.
  • No outstanding debts, obligations, or undisclosed liabilities except as reflected in SEC filings.
  • No preemptive rights, outstanding stock options, warrants, convertible securities, or vesting shares.
  • No outstanding claims against the company by prior directors/officers.
• Transaction Structure:
  • Sale subject to Escrow Agreement dated April 17, 2026, involving all parties and Eric Newlan (Newlan Law Firm, PLLC).
  • All documents, including resignation letters, board resolutions, tax forms, and evidence of subsidiary spin-offs, are delivered at closing.
  • Seller confirms no general solicitation occurred and that sale is exempt from registration under Section 4(a)(1) of the Securities Act.
  • Buyer is an “accredited investor” and acquiring shares for investment, not distribution.
• Emerging Growth Company: StageWise Strategies Corp. is classified as an emerging growth company and has not elected to opt out of the extended transition period for complying with new or revised financial accounting standards.
• Price-sensitive/Share Value Implications:
  • This transaction constitutes a major change in ownership and control of the company, which is typically highly price-sensitive.
  • Investors should note the new controlling shareholder’s intentions, future business strategy, and any potential changes to operations or corporate direction.
  • All prior management and board members have resigned, and new leadership is in place, which may affect future governance and business decisions.
  • No indication of further arrangements that may result in additional changes in control.
• Exhibits:
  • SPAs for both transactions are available for review (with personally identifiable information omitted).

Important for Shareholders

• Potential Share Price Impact: The acquisition of a controlling stake and the replacement of the entire board and management is a material event that may significantly affect share value. Investors should monitor announcements from the new controlling shareholder and management regarding business strategy and operations.
• Corporate Governance: All prior officers and directors have resigned, with new appointments by the controlling shareholder. Future decisions and direction of the company will be under new leadership.
• Outstanding Shares: Only 25.8% of common shares remain publicly held. Liquidity, public float, and potential trading volatility may be impacted.
• Legal and Financial Clean Slate: Extensive representations confirm no hidden liabilities or adverse claims, and all financials and company records are up to date and accurate.
• Exempted Transaction: The sale is exempt from registration under US securities law, and all parties confirm compliance with relevant legal and tax advice.

Conclusion

The change in control of StageWise Strategies Corp., with Jakhongir Abidovich Artikkhodjaev acquiring a 74.2% stake and installing new management, is a substantial corporate event. This reshuffling of ownership and leadership is likely to be highly price-sensitive. Shareholders should pay close attention to future disclosures, especially regarding the new controlling shareholder’s strategic plans, as these could significantly impact the company’s share value and operational direction.

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