# DEXIT outreach: cited SEC filings (proof for copy + a "verify it yourself" block)

Real reincorporation filings from OTC/microcap issuers, with verbatim excerpts and
links. Use these to back the email claims and on any proof page. All are public on
SEC EDGAR; the recipient can open them and verify in under a minute. Pulled
2026-06-09.

---

### 1. Oracle Health, Inc. - DE -> NV (the dollar-figure proof)
Definitive proxy explaining the reincorporation. The single best citation because
it puts a hard number on the Delaware franchise-tax pain for a microcap.

> "we anticipate that the Reincorporation will result in reduced corporate tax
> obligations, as Nevada currently imposes no corporate income or franchise tax,
> while Delaware imposes an annual franchise tax, ranging from $175 to a maximum
> of $200,000. **Despite that we are a pre-revenue startup, our Delaware franchise
> tax obligation for fiscal year 2021 reached $23,600.** Nevada only charges
> corporations incorporated in Nevada nominal annual corporate fees ... We
> anticipate that our obligation for this annual fee will be **approximately
> $1,000** ..."

> "Nevada is a nationally-recognized leader in adopting and implementing
> comprehensive and flexible corporation laws ... Nevada courts have developed
> considerable expertise in dealing with corporate legal issues and have produced
> a substantial body of case law construing Nevada corporation laws."

> "The Articles of Incorporation of Oracle NV limit the liability of its directors
> and officers to the maximum extent permitted by Nevada law. As a result, a
> director or officer will have no personal liability ... except for (a) acts or
> omissions which involve intentional misconduct, fraud or a knowing violation of
> law, or (b) the payment of distributions in violation of section 78.300 of the
> Nevada Revised Statutes."

Link: https://www.sec.gov/Archives/edgar/data/1777274/000121390022032759/ea161576-1u_oraclehealth.htm
(CIK 0001777274, accession 0001213900-22-032759)

---

### 2. FG Financial Group, Inc. (FGF) - DE -> NV (shareholder-approved, by merger)
8-K reporting the vote. Shows the standard mechanic: a plan of merger into a wholly
owned Nevada sub.

> "Approval of Reincorporation from Delaware to Nevada - Stockholders approved the
> Agreement and Plan of Merger, dated as of October 19, 2022, by and between the
> Company and FG Financial Group, Inc., a Nevada corporation and a wholly owned
> subsidiary of the Company ..."

Link: https://www.sec.gov/Archives/edgar/data/1591890/000149315222034739/form8-k.htm
(CIK 0001591890, accession 0001493152-22-034739)

---

### 3. LogicMark, Inc. (LGMK) - DE -> NV (proxy advisor endorsed it)
DEFA14A noting the proxy-advisory firm ISS recommended a "For" vote on the move -
useful third-party validation that this is mainstream, not fringe.

> "ISS endorsed the Company's proxy proposals ... approve the reincorporation from
> Delaware to Nevada and recommended a vote 'For' ..."

Link: https://www.sec.gov/Archives/edgar/data/1566826/000121390022047897/ea164428-defa14a_logicmark.htm
(CIK 0001566826, accession 0001213900-22-047897)

---

### How big is the trend (also citable)
EDGAR full-text search (efts.sec.gov), reincorporation/redomestication mentions by
destination state, pulled 2026-06-09:
- Nevada: 281 filings (all-time), 33 since 2024
- Texas: 99 filings (all-time), 27 since 2024
- Surge Components, Integrated Media Holdings, and ~220 more DE->NV filings exist
  via the query `"reincorporation from Delaware to Nevada"`:
  https://efts.sec.gov/LATEST/search-index?q=%22reincorporation+from+Delaware+to+Nevada%22

### Statutory / fee sources to cite (let a CFO fact-check in 60s)
- Delaware franchise tax + calculator: https://corp.delaware.gov/frtaxcalc/  (min $175, max $200,000; "authorized shares method" default)
- Nevada NRS 78.138 (director/officer liability): https://www.leg.state.nv.us/nrs/nrs-078.html
- Nevada NRS Chapter 92A (conversion/merger mechanic): https://www.leg.state.nv.us/nrs/nrs-092a.html
- Texas Business Organizations Code Ch. 10 (conversion/domestication): https://statutes.capitol.texas.gov/Docs/BO/htm/BO.10.htm
- Texas Business Court (operational 2024-09-01): https://www.txcourts.gov/businesscourt/
