[144] Abeona Therapeutics Inc. SEC Filing

Rhea-AI Filing Summary

GCL Global Holdings Ltd ("GCL") has filed Prospectus Supplement No. 8 and a Form 6-K to disclose a new warrant issuance linked to an existing SG$5 million credit facility extended to its wholly-owned subsidiary, Epicsoft Asia Pte. Ltd.

• Financing context: The facility, arranged with Oversea-Chinese Banking Corporation (OCBC) on 1 Oct 2024 and amended 12 Mar 2025, provides up to SG$5 million (≈ US$3.75 million). One condition precedent for draw-down is issuance of a warrant to OCBC.
• Warrant terms: • Shares underlying warrant: 899,281 ordinary shares • Exercise price: US$4.17 per share • Aggregate exercise proceeds: US$3.75 million • Term: 5 years from 7 Jul 2025 • Automatic exercise triggers if (i) VWAP > US$12 for 20 consecutive trading days, (ii) ≥ 1 million average daily volume, (iii) market cap ≥ US$1 billion, and (iv) an effective resale registration statement is available.
• Use of proceeds: All exercise proceeds will first repay outstanding amounts under the OCBC facility; any excess is earmarked for the subsidiary’s working capital.
• Dilution & registration: The warrant represents potential dilution of ~899k shares (≈ 1.1% of the 83.5 million shares covered by the broader resale prospectus). GCL must file a resale registration statement for these warrant shares within six months (by 7 Jan 2026).
• Listing & compliance: Shares are listed on Nasdaq Global Select Market; GCL commits to maintain listing, register shares, and provide customary registration rights, indemnities and adjustment mechanisms.

The filing primarily informs investors of incremental potential dilution, outlines the company’s obligations to register the warrant shares, and clarifies that any cash from warrant exercise will reduce debt associated with the SG$5 million facility. No new earnings or operational metrics are provided.

Positive

• Secures SG$5 million credit facility providing near-term liquidity to subsidiary Epicsoft Asia.
• Exercise proceeds mandatorily repay facility debt, limiting net leverage once warrants are exercised.
• Exercise price (US$4.17) and automatic trigger above US$12 reduce near-term dilution risk unless shares appreciate substantially.

Negative

• Potential dilution of 899,281 shares (≈ 1% of shares covered by prospectus) once warrants are exercised.
• Registration rights enable OCBC to resell shares, adding to future supply and possible price pressure.

Insights

Securities Analyst

TL;DR – Small warrant issue funds debt repayment; limited dilution, neutral overall impact.

The SG$5 million OCBC facility gives GCL modest liquidity while keeping leverage in check because any warrant exercise proceeds must first repay the loan. The 899k-share warrant equates to roughly 1% potential dilution versus the 83 million shares already registered for resale, so equity overhang is minimal. The US$4.17 strike sits well above the facility’s cash cost, implying OCBC will only convert if shares appreciate meaningfully. Automatic exercise features (triggering at > US$12) protect GCL from long-term warrant overhang should the stock rally strongly. From a governance standpoint, GCL grants OCBC robust registration rights and typical anti-dilution adjustments. Given the warrant’s small size, the filing is not materially impactful to the investment thesis, but investors should note incremental dilution and resale supply.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Stifel Nicolaus & Company Inc 501 N Broadway St. Louis MO 63102	5176	30147.00	51156736	07/08/2025	Nasdaq

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	07/08/2025	Restricted Stock Units	Issuer			10352	07/08/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many GCL (GCL) shares are subject to the new warrant?

The warrant allows OCBC to purchase 899,281 ordinary shares of GCL.

What is the exercise price of the OCBC warrant for GCL?

The exercise price is US$4.17 per share, totaling US$3.75 million if fully exercised.

When does the warrant expire?

The warrant can be exercised until the fifth anniversary of 7 July 2025.

What will GCL do with cash from any warrant exercise?

All proceeds will first repay amounts outstanding under the SG$5 million OCBC facility; any remainder goes to Epicsoft Asia’s working capital.

When will GCL file a resale registration statement for the warrant shares?

GCL must file it within six months of 7 July 2025, i.e., by 7 January 2026.