[8-K] Abacus Global Management, Inc. Warrant Reports Material Event

Rhea-AI Filing Summary

Rein Therapeutics (Nasdaq: RNTX) has entered a Pre-Paid Advance Agreement (PPA) with YA II PN, Ltd. (Yorkville) that allows the company to raise up to $6 million by issuing common stock. Yorkville prepaid the first $1 million on 30 Jul 2025; the full amount remains outstanding and accrues 8% interest (18% upon default). Yorkville may at its discretion offset the balance by demanding shares priced at the lower of (a) 115% of the prior-day VWAP or (b) 95% of the lowest VWAP during the 7 preceding trading days, subject to a $0.28 floor. The share cap is 4.99% ownership and, without shareholder approval, 19.9% of outstanding stock. Based on a $1.41 reference price, up to 4.26 million new shares could be issued, lifting total outstanding to about 27.3 million and diluting existing holders by ~18%.
Rein qualifies as a “smaller reporting company” with a public float of $29.5 million; sales under its shelf cannot exceed one-third of that float in any 12-month period. Net proceeds will fund R&D for lead fibrosis candidates LTI-03 and LTI-01, possible in-licensing, and general corporate purposes. The facility provides immediate liquidity but could pressure the share price given the discounted issuance mechanics and ongoing interest expense.

Insights

Equity Research Analyst

TL;DR: Small cash infusion helps near-term liquidity but creates dilution and potential overhang.

The $6 million PPA equals roughly 20% of Rein’s current market cap and should extend runway but not eliminate its going-concern risk. Because Yorkville can force share issuance at a 5% discount to the lowest 7-day VWAP (floor $0.28), the structure is share-price sensitive and could exacerbate downward pressure if volumes are thin. On the positive side, management accessed capital quickly without traditional underwriting fees and preserved shelf capacity. With only $1 million drawn, Rein retains flexibility to tap an additional $5 million. Investors should monitor FDA feedback on the Phase 2 LTI-03 hold; progress there would likely dictate future share demand and pricing.

Biotech Industry Specialist

TL;DR: Facility buys R&D time but signals funding challenges.

An 8% interest rate plus warrant-like pricing implies limited lender appetite for unsecured biotech risk. The raise is modest relative to Phase 2 trial costs, so further capital will be needed. Nonetheless, immediate funds permit continuation of non-clinical work needed to lift the FDA hold on LTI-03, preserving asset value. The 19.9% NASDAQ cap and 4.99% ownership limit slightly mitigate dilution, but a sub-$0.28 floor highlights downside risk. Overall impact is neutral: liquidity gained versus shareholder dilution and execution risk.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 30, 2025

Abacus Global Management, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization) 001-39403
(Commission File Number) 85-1210472
(I.R.S. Employer Identification Number)

2101 Park Center Drive, Suite 200

Orlando, Florida 32835

(800) 561-4148

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbols		Name of each exchange on which registered
Common stock, par value $0.0001 per share		ABL		The NASDAQ Capital Market LLC
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share		ABLLW		The NASDAQ Capital Market LLC
9.875% Fixed Rate Senior Notes due 2028		ABLLL		The NASDAQ Capital Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on June 30, 2025, Abacus Global Management, Inc., a Delaware corporation (the “Company”), announced the commencement of an exchange offer (the “Offer”) and consent solicitation (the “Consent Solicitation”) for its outstanding (i) public warrants to purchase shares of common stock of the Company, par value $0.0001 per share (“common stock”), which warrants trade on The Nasdaq Capital Market (the “Nasdaq”) under the symbol “ABLLW” (the “public warrants”), and (ii) private placement warrants to purchase shares of common stock (the “private placement warrants” and, together with the public warrants, the “warrants”). The Company offered to all holders of the warrants the opportunity to receive 0.23 shares of common stock in exchange for each outstanding warrant tendered by the holder and exchanged pursuant to the Offer. Concurrently with the Offer, the Company solicited consents from holders of the warrants to amend the warrant agreement that governs all of the warrants (the “Warrant Agreement”) to permit the Company to require that each warrant that is outstanding upon the closing of the Offer be exchanged for 0.207 shares of common stock, which is a ratio 10% less than the exchange ratio applicable to the Offer (such amendment, the “Warrant Amendment”).

The Offer and Consent Solicitation expired at 11:59 p.m., Eastern Time, on July 29, 2025. The Company has been advised that 18,188,277 warrants (including 500 warrants tendered through guaranteed delivery), or approximately 88% of the outstanding warrants, were validly tendered and not validly withdrawn prior to the expiration of the Offer and Consent Solicitation. The Company expects to accept all validly tendered warrants for exchange and settlement on or before July 30, 2025. In addition, pursuant to the Consent Solicitation, the Company received the approval of parties representing approximately 83% of the outstanding public warrants and approximately 94% of the outstanding private placement warrants to enter into the Warrant Amendment, which exceeds the threshold of 50% of the outstanding public warrants required to effect the Warrant Amendment. Accordingly, the Company and Continental Stock Transfer & Trust Company entered into the Warrant Amendment, dated July 30, 2025, and the Company announced that it expects to exercise its right, in accordance with the terms of the Warrant Amendment, to exchange each warrant that is outstanding upon the closing of the Offer for 0.207 shares of common stock per warrant.

The foregoing description of the Warrant Amendment is qualified in its entirety by reference to the Warrant Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 3.03. Material Modifications to Rights of Security Holders.

Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.07. Submission of Matters to a Vote of Security Holders.

Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.07.

Item 8.01. Other Events.

On July 30, 2025, the Company issued a press release announcing the final results of the Offer and Consent Solicitation and the Company’s entry into the Warrant Amendment. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.

No Offer or Solicitation

This announcement is for informational purposes only and shall not constitute an offer to purchase or a solicitation of an offer to sell the warrants or an offer to sell or a solicitation of an offer to buy any shares of common stock in any state in which such offer, solicitation, or sale would be unlawful before registration or qualification under the laws of any such state. The Offer and Consent Solicitation were made only through, and pursuant to the terms and conditions set forth in, the Company’s Schedule TO, prospectus/offer to exchange, and related letter of transmittal, and the complete terms and conditions of the Offer and Consent Solicitation are set forth in the Schedule TO, prospectus/offer to exchange, and related letter of transmittal.

A registration statement on Form S-4 filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) registering the common stock issuable in the Offer and the Post-Offer Exchange was declared effective by the SEC on July 28, 2025.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the expected acceptance by the Company of all validly tendered warrants for exchange, the closing of the Offer and Consent Solicitation, and the consummation of the Post-Offer Exchange. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections, and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including, but not limited to those described under the section entitled “Risk Factors” in the Company’s Registration Statement on Form S-4/A, filed July 15, 2025, as such factors may be updated from time to time in the Company’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov.

New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Current Report on Form 8-K may not occur and actual results could differ materially and adversely from those anticipated.

Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and we assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. We do not give any assurance that we will achieve our expectations.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Amendment No. 1 to Warrant Agreement, dated July 30, 2025, by and between Abacus Global Management, Inc. and Continental Stock Transfer & Trust Company.
99.1		Abacus Global Management, Inc. press release, dated July 30, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Abacus Global Management, Inc.
Date: July 30, 2025	By:	/s/ Jay Jackson
	Name:	Jay Jackson
	Title:	Chief Executive Officer