Morpho (MORPHO) Crypto Asset Statement

Morpho (MORPHO) Crypto Asset Statement

PLEASE READ THIS CAREFULLY. BY PROCEEDING TO TRANSACT IN MORPHO, YOU ACKNOWLEDGE AND ACCEPT THE STATEMENTS SET OUT BELOW.

About this Summary

Ndax Canada Inc. (“Ndax”, “we” and “our”) believes that our users should understand the crypto assets that they are able to trade and stake using our crypto trading platform (the “Platform”). One of the crypto assets we offer on the Platform is MORPHO. We created this summary to help you understand the basics of MORPHO as well as some of the risks involved in trading in MORPHO. While we tried to describe the key features of MORPHO, this summary isn’t meant to tell you everything you’d want to know before investing in MORPHO. You should also do your own research on MORPHO to make sure you are comfortable investing in it.

Description of MORPHO

History of MORPHO

MORPHO is the governance token of the Morpho ecosystem, an open network of non-custodial lending protocols for Ethereum Virtual Machine networks. Morpho Market V1, previously known as Morpho Blue, introduced immutable, isolated variable-rate lending markets, while Morpho Vaults provide permissionless portfolio layers that can allocate liquidity across underlying markets. Morpho Market V2 is designed for intent-based fixed-rate and fixed-maturity lending. MORPHO became freely transferable on Ethereum on November 21, 2024 following a DAO vote. The token has a maximum supply of 1,000,000,000 MORPHO, with allocations to the DAO treasury, investors, founders, strategic partners, contributors and users, some of which remain subject to vesting or governance-controlled distribution.

What is MORPHO used for

MORPHO is used to propose, support, delegate and vote on governance matters affecting the Morpho ecosystem. Governance powers include specified protocol initiatives, approved options for new markets, ownership or upgrades of certain smart contracts, treasury management and potential protocol-fee decisions. MORPHO is not used to pay Ethereum gas, does not secure Ethereum consensus and is not required to supply assets, borrow assets or maintain a lending position on Morpho. Merely holding MORPHO does not provide dividends, interest, redemption rights, staking rewards, a claim against Morpho Association or a direct contractual entitlement to protocol revenue. Ndax’s offering is limited to spot trading and does not include lending, borrowing, vault participation, staking, token rewards or a governance-voting service.

How MORPHO works

MORPHO is an ERC-20 token on Ethereum whose voting power can be delegated without transferring the underlying token. The current transferable token uses an upgradeable proxy controlled through DAO governance and supersedes a legacy immutable MORPHO token that can be wrapped on a one-for-one basis. Morpho Market V1 consists of isolated lending markets defined by a loan asset, collateral asset, oracle, interest-rate model and liquidation loan-to-value threshold; once deployed, those selected market parameters cannot be changed. Morpho Vaults add portfolio and risk-management layers operated through roles such as owners, curators, allocators and guardians, while Morpho Market V2 is designed to use signed lending and borrowing intents for fixed-rate and fixed-maturity positions. MORPHO is also available on Base through bridge infrastructure, creating additional implementation and cross-chain dependencies.

Risks

Before entering into an agreement (a “Crypto Contract”) with Ndax to buy or sell any crypto assets through the Platform, it is important to understand the risks. This overview is a starting point for you to perform your own research prior to investing in a crypto asset.

Like other crypto assets, there are some general risks associated with investing in MORPHO. Each of these risks are described in more detail in the Risk Statement provided to you at the time that you open your account with us and is also available online on the Ndax website and app. You should review the Risk Statement.

In addition to the general risks set out in the Risk Statement, we also point out other specific risks to MORPHO below.

Specific risks associated with MORPHO include smart-contract, oracle, liquidation, collateral, liquidity and bad-debt risk arising from the broader Morpho lending ecosystem. Permissionless market creation allows third parties to select assets, oracles, interest-rate models and liquidation parameters, and unsafe configurations may cause losses even where the immutable core contracts operate as intended. Vault users also depend on curators, allocators, guardians, adapters and selected underlying markets. Public incidents involving an application configuration error and an oracle manipulation demonstrate that failures may arise through interfaces, integrations, curation and market design outside the core protocol. MORPHO is also subject to Ethereum network risk, token-contract upgrade risk, governance capture or voting concentration, custody and exchange risk, bridge risk and the risk of using an incorrect legacy or wrapped token contract. Founder, investor, contributor and treasury unlocks may increase circulating supply and selling pressure. Although protocol adoption may affect market perceptions, MORPHO holders have no contractual claim on protocol revenue, and ecosystem growth does not guarantee token value, liquidity or price stability.

While we have tried to describe the key risks associated with MORPHO here and in our Risk Statement, we emphasize that this Crypto Asset Statement is not exhaustive of all of the risks associated with trading in MORPHO. You should also do your own research on MORPHO to make sure you are comfortable investing in such a crypto asset.

Conflict of Interest Disclosure

Ndax has assessed potential conflicts of interest associated with the offering, and ongoing availability of MORPHO through the Platform. As of the date of this statement, Ndax has not identified any actual, material, or reasonably foreseeable conflict of interest that would be expected to impair our ability to act in the best interests of clients or to make fair, objective, and independent decisions regarding MORPHO. Ndax maintains policies and procedures designed to identify, manage, and address conflicts of interest on an ongoing basis and will update our disclosures if any material conflict is identified in the future. For additional information about the material conflicts of interest identified by us, please refer to our Conflicts of Interest Statement, the latest version of which can be found on our Website.  

Regulatory Information  

Ndax is a registered investment dealer under securities legislation in all provinces and territories of Canada, and is a member of the Canadian Investment Regulatory Organization (CIRO) and of the Canadian Investor Protection Fund (CIPF). Ndax is offering Crypto Contracts in reliance on a prospectus exemption contained in the exemptive relief decision Re NDAX Canada Inc. dated December 19, 2024 (found {here}) and under the terms and conditions imposed by CIRO on Ndax’s membership with CIRO (found {here}). Any fiat currency held in users’ accounts is protected by CIPF’s Investment Dealer Fund in accordance with its Coverage Policy. However, CIPF coverage does not extend to any virtual assets held in users accounts. These assets are not eligible for deposit insurance or any protection from the Canada Deposit Insurance Corporation (CDIC) or CIPF.

Please be aware that the statutory rights of action for damages and the right of rescission in the securities legislation of each province and territory of Canada do not apply in respect of a misrepresentation in this Crypto Asset Statement.

Prior to offering a Crypto Contract on MORPHO, Ndax assesses whether MORPHO is a security and/or a derivative under the securities and derivatives laws of Canada. Ndax’s assessment includes a review of the history of MORPHO (such as how it was created and its governance structure), its characteristics, its market capitalization and any regulatory concern regarding MORPHO. Based on its assessment, Ndax concluded that MORPHO is not a security or a derivative. However, there is a risk that this conclusion could change in the future. In that case, Ndax may be required to halt or withdraw MORPHO from trading on the Platform and stop any future trading of Crypto Contracts based on MORPHO, and users holding MORPHO may be required to liquidate their positions, potentially at a significant loss. In this event, users holding positions in MORPHO will be notified via the Platform or other electronic means and advised of the options available to them and any applicable period to sell or withdraw their positions in MORPHO.

No Canadian securities regulatory authority has expressed an opinion about MORPHO, including an opinion that MORPHO is not itself a security and/or derivative.

Last Updated: 7/31/2026