RedCloud Announces Issuance of Shares to CEO in Private Placement

RedCloud will issue 74,000 new shares to its CEO at a premium, using the proceeds to offset existing liabilities owed to him.

Rhea-AI Summary

RedCloud Holdings (RCT) agreed to issue 74,000 unregistered ordinary shares to CEO Justin Floyd in a private placement at $2.50 per share, for an aggregate subscription price of $185,000.

The price represents a premium to the closing price of RedCloud’s ordinary shares on September 21, 2026. The company will pay the subscription price by offsetting financial liabilities it owes to Mr. Floyd. Completion of the issuance is expected on or about September 22, 2026. The shares are being offered in a private placement and are not registered under the Securities Act or applicable state or other jurisdictions’ securities laws.

Positive

• 74,000 shares issued at $2.50, a premium to the prior close
• Transaction offsets $185,000 of RedCloud financial liabilities owed to the CEO

Negative

• Private placement adds 74,000 new ordinary shares, creating shareholder dilution

News Explained

RedCloud has agreed to issue 74,000 shares to its CEO and expects completion around September 22; if completed, the added shares will increase the share count and reduce existing holders’ percentage ownership.

Argus 15 min delay

-3.60% vs previous close $0.19 last price 21.9x rel. volume Open Argus

Details

Market reaction after CEO private placement: RCT -3.60%

-11.1% Trough in 47 min

$0.18 $0.23 Day Range

$14.35M Market Cap

Following this news, RCT has declined 3.60%, reflecting a moderate negative market reaction. Argus tracked a trough of -11.1% from its starting point during tracking. Our momentum scanner has triggered 15 alerts so far, indicating notable trading interest and price volatility. The stock is currently trading at $0.19. Trading volume is exceptionally heavy at 21.9x the average, suggesting significant selling pressure.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Market Context

On Aug 27, an earlier insider private placement was followed by -0.6% in 24 hours, providing a direc...

Analysis

On Aug 27, an earlier insider private placement was followed by -0.6% in 24 hours, providing a directly comparable market observation for today’s CEO share issuance.

Key Figures

Shares issued: 74,000 ordinary shares Price per share: $2.50 Aggregate subscription price: $185,000 +1 more

Shares issued

74,000 ordinary shares

CEO private placement

Price per share

$2.50

Private placement

Aggregate subscription price

$185,000

Paid by offsetting financial liabilities owed to the CEO

Expected completion

September 22, 2026

Issuance expected on or about this date

Previous Private placement Reports

1 past event · Latest: Aug 27

Same Type 1 event

1. Aug 27

   Insider private placement

   24h Move

   -0.6%

   Insiders agreed to purchase shares at a premium in a private placement

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

private placement, subscription agreement, set-off agreement

3 terms

private placement financial

"issue and sell 74,000 of its unregistered ordinary shares ... in a private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

subscription agreement financial

"entered into a subscription agreement and set-off agreement"

A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.

set-off agreement financial

"entered into a subscription agreement and set-off agreement"

A set-off agreement is a contract between two parties that lets them cancel out mutual debts so only the net balance is paid. It works like balancing a shared checkbook: if each side owes the other, they agree to offset those amounts rather than making separate full payments. For investors, this matters because set-off clauses change counterparty credit exposure and can affect how much money is recoverable if one side becomes insolvent.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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London, Sept. 22, 2026 (GLOBE NEWSWIRE) -- RedCloud Holdings plc (the “Company” or “RedCloud”) (Nasdaq: RCT) today announced that it has entered into a subscription agreement and set-off agreement with Justin Floyd, the Company’s Chief Executive Officer, pursuant to which the Company agreed to issue and sell 74,000 of its unregistered ordinary shares to Mr. Floyd in a private placement at a price per share of $2.50, representing a substantial premium to the closing price of the Company’s ordinary shares on September 21, 2026, for an aggregate subscription price of $185,000. The aggregate subscription price will be paid to the Company by offsetting financial liabilities of the Company owed to Mr. Floyd. The Company expects to complete the issuance on or about September 22, 2026.

The ordinary shares to be issued in connection with the private placement described above are being offered in a private placement and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other applicable jurisdictions’ securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws.

This news release does not constitute an offer to sell or the solicitation of an offer to buy the ordinary shares described herein, nor shall there be any sale of these ordinary shares in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About RedCloud Holdings plc

RedCloud’s mission is to build the intelligence infrastructure of global trade, through generation and aggregation of proprietary trading and market data from across the FMCG industry through its RedAI infrastructure and associated products (“RedAI”). RedCloud provides market intelligence based on proprietary trading data across categories in each of its markets. The Company also delivers a trading infrastructure and related products for use by its customers, to enable intelligent digital exchange of everyday consumer supplies of FMCG products across business supply chains.

RedCloud is a British company registered in London, co-founded by serial entrepreneur Justin Floyd and Soumaya Hamzaoui. For more information, please visit www.redcloudtechnology.com and connect on LinkedIn.

Forward-Looking Statements

The information in this press release may include forward-looking statements within the meaning of the federal securities laws. These statements generally relate to future events or our future financial or operating performance. Words such as “expect,” “project,” “estimate,” “believe,” “anticipate,” “intend,” “plan,” “seek,” “forecast,” “target,” “predict,” “may,” “should,” “would,” “could,” and “will,” the negative of these terms and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on management’s current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict, including, but not limited to, the size and completion of the private placement with the Company’s Chief Executive Officer, the off-setting of financial liabilities owned by the Company to the Company’s Chief Executive Officer, the Company’s ability to build a transformational infrastructure for global trade and whether such infrastructure will successfully provide value to all supply chains. As a result, actual results could differ materially from those indicated in these forward-looking statements. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements described in “Cautionary Note Regarding Forward-Looking Statements,” “Item 3. Key Information – D. Risk Factors” and “Item 5. Operating and Financial Review and Prospects” in RedCloud’s most recent Annual Report on Form 20-F filed with the Securities and Exchange Commission, as well as the Company’s periodic reports and other filings with the SEC. RedCloud undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release.

Contacts

Investor Relations
investor.relations@redcloudtechnology.com 

Media Relations
media@redcloudtechnology.com 

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How will Justin Floyd pay the subscription price for the new RedCloud shares?

The aggregate subscription price of $185,000 will be paid by offsetting financial liabilities of RedCloud that are owed to Justin Floyd.

When does RedCloud expect to complete the share issuance to its CEO?

The company expects to complete the issuance of the 74,000 ordinary shares on or about September 22, 2026.

Are the shares issued in this private placement registered under U.S. securities laws?

No. The ordinary shares issued in the private placement are unregistered under the Securities Act of 1933 and applicable state or other jurisdictions’ securities laws and may not be offered or sold in the United States absent registration or an applicable exemption.