BKV Corp. SEC Filings

Bank of Montreal (BMO) is issuing US$6.196 million of Senior Medium-Term Notes, Series K – Autocallable Barrier Notes with Contingent Coupons – linked to Lam Research Corp. (LRCX) common stock.

• Contingent Coupon: 1.1925% monthly (≈14.31% p.a.) paid only if LRCX closes ≥ Coupon Barrier (67% of Initial Level, $65.12) on the relevant Observation Date.
• Automatic Redemption: Starting 30-Dec-2025, if LRCX closes > Initial Level on any Observation Date, the note is redeemed at par plus the coupon; no further payments occur.
• Maturity / Principal Risk: 03-Aug-2026. If not called and LRCX closes < Trigger Level (67% of Initial), investors lose 1% of principal for every 1% decline (down to zero). If LRCX stays ≥ Trigger Level, principal is returned.
• Issue Economics: Price to public 100%; estimated initial value $972.97 (≈97.3% of face) reflecting embedded fees/hedging. Agent’s commission 2.15%.
• Denomination & Liquidity: $1,000 minimum. Unlisted; secondary market, if any, only through BMOCM. Value sensitive to BMO credit spreads and market volatility.
• Credit & Tax: Unsecured BMO obligation; subject to BMO credit risk and complex U.S. tax treatment (pre-paid contingent income-bearing derivative).

The product targets investors seeking high conditional income and limited downside buffer, willing to forego upside above coupons, accept potential principal loss below a 33% decline, and tolerate issuer credit and liquidity risks.

On July 1, 2025, BKV Corp’s Chief Legal and Administrative Officer, Lindsay B. Larrick, sold 10,000 shares of BKV common stock at a weighted-average price of $23.1307 under a pre-arranged Rule 10b5-1 trading plan adopted on November 22, 2024. Following the sale, the officer continues to hold 210,528 shares, representing a reduction of roughly 4.5% of her prior direct holding. No derivative transactions were reported. The filing is a routine Form 4 disclosure required under Section 16(a) and does not, by itself, indicate any change to BKV’s fundamentals or strategy.

Midland States Bancorp, Inc. (MSBI) – Form 4 filing dated 07/01/2025 details a modest insider purchase by President & CEO Jeffrey G. Ludwig.

• On 06/30/2025, Ludwig acquired 1,615 common shares through the company’s Employee Stock Purchase Plan (ESPP) at an effective price of $15.48 per share, a 10 % discount to the lower of the quarter’s opening or closing market price.
• Post-transaction, the CEO directly owns 361,249.432 shares and indirectly controls an additional 11,569 shares via JQ Properties.
• No dispositions were reported; the filing also lists previously granted stock options totaling 89,264 options with strike prices ranging from $18.16 to $28.59, all held directly.

The purchase increases Ludwig’s direct ownership by less than 0.5 %, signaling continued participation in the ESPP rather than an opportunistic open-market buy. While insider buying by the CEO is typically viewed positively, the small size and routine nature limit its material impact.

Fusion Fuel Green PLC (HTOO) – Form 4 insider transaction

On 06/25/2025, 10% owner Ilustrato Pictures International Inc. reported the disposition of 118,821 Class A ordinary shares of Fusion Fuel Green at a price of $0.1991 per share. Following the sale, the reporting person continues to hold 2,972,148 shares, all shown as directly owned. No derivative securities were involved and no 10b5-1 trading plan was indicated. The filing was signed by Nicolas Link on 06/27/2025.

The disclosure represents a modest reduction of the insider’s position and may signal decreased confidence or routine portfolio rebalancing; however, the filing itself provides no rationale.

Lifeward Ltd. (Nasdaq: LFWD) has filed a Rule 424(b)(4) prospectus for a combined ordinary-share/warrant offering designed to raise up to $2.6 million in gross proceeds. The company will sell 4,000,000 ordinary shares at $0.65 per share and issue an equal number of five-year warrants with an identical $0.65 exercise price. H.C. Wainwright & Co. is acting as exclusive placement agent on a reasonable-best-efforts basis; consequently, there is no minimum capital raise or escrow, and funds will be made immediately available to Lifeward.

Capital structure impact. Shares outstanding will rise from 11.6 million to 15.6 million (34% dilution) before any warrant exercises. The placement agent will also receive 240,000 five-year warrants exercisable at $0.8125. Lifeward already has approximately 4.3 million legacy warrants outstanding (exercise prices $2.75-$52.50) and 0.3 million equity awards reserved, so potential fully-diluted share count materially exceeds current levels.

Use of proceeds. After 7% placement fee, 1% management fee and ~$165k estimated expenses, net proceeds are projected at roughly $2.0 million. Management intends to allocate funds to ongoing commercial efforts (including AlterG integration, exoskeleton penetration via CorLife, and geographic expansion), working capital and general corporate purposes. Given a Q1-25 accumulated deficit of $269.7 million and a going-concern warning, the raise provides only short-term liquidity.

Security terms. • Warrants are immediately exercisable, expire five years from the initial exercise date and contain a 4.99%/9.99% ownership blocker. • No public market is expected for the warrants, limiting liquidity. • Fundamental-transaction language grants cash or “Black-Scholes value” redemption rights on change-of-control events.
• Company and insiders are subject to a 60-day lock-up.

Strategic context. Lifeward is a medical-device firm focused on exoskeleton and rehabilitation technologies (ReWalk, ReStore, AlterG). Recent milestones include FDA clearance for stair functionality, submission of ReWalk 7, and the AlterG acquisition. Nonetheless, a challenging reimbursement environment, paused ReBoot development and the need for additional capital underscore execution risk.

Key investor considerations:

• Limited runway: $2 million net proceeds vs. ongoing losses raise probability of further dilution or debt.
• Highly dilutive structure: potential 8.2 million new shares from this transaction (shares + warrants + PA warrants).
• Going-concern disclosure: auditor’s opinion and management statements highlight liquidity risk.
• Upside optionality: low exercise price warrants could double proceeds if future share price exceeds $0.65.
• Pipeline progress: FDA submissions, workers’ compensation channel agreement and AlterG integration provide growth catalysts if adequately funded.

BKV Corp (ticker: BKV) filed a Form 4 on 20 Jun 2025 disclosing an equity award to non-employee director Sunit S. Patel. On 19 Jun 2025 Mr. Patel received 5,761 restricted stock units (RSUs) at a grant price of $0 as part of the company’s standard non-employee director compensation program. Each RSU converts into one share of BKV common stock when vested.

The RSUs vest in full on the day prior to the 2026 annual shareholder meeting, providing roughly a one-year service and performance horizon. Following the grant, Mr. Patel’s total beneficial ownership increased to 55,761 shares, all held directly. No derivative securities or sales were reported, and the filing makes no reference to a Rule 10b5-1 trading plan.

From an investor perspective, the transaction is routine board compensation with immaterial dilution and no immediate cash impact on the company. It modestly aligns director incentives with shareholder value creation but does not signal a change in strategic outlook or financial condition. The filing satisfies Section 16 reporting requirements and carries no additional earnings data or operational disclosures.

Redwire Corporation (NYSE: RDW) filed an 8-K announcing it entered into an Underwriting Agreement on 16 June 2025 with J.P. Morgan, BofA Securities and Morgan Stanley to sell 15,525,000 new common shares, generating approximately $260 million in gross proceeds. The underwriters hold a 30-day option to purchase up to 2,328,750 additional shares on identical terms, and the transaction closed on 18 June 2025.

Under the previously disclosed Registration Rights Coordination Agreement, the Company intends to allocate the net proceeds as follows:

• $40 million to bolster cash for working capital and general corporate purposes.
• The greater of 25 % of net proceeds or $50 million may be used, at Bain’s election, to repurchase a portion of Bain-held convertible preferred stock at the public offering price (adjusted for the prevailing conversion rate).
• Remaining proceeds will augment liquidity and may be applied to repay the seller note issued in connection with the Edge Autonomy acquisition.

The shares were issued from the Company’s effective shelf registration statement (Form S-3, No. 333-274375). The Underwriting Agreement contains customary representations, covenants, indemnification and termination provisions, and a legal opinion from Holland & Knight LLP is filed as Exhibit 5.1.

Redwire also supplemented its risk disclosures (Exhibit 99.1) to incorporate extensive risk factors related to the recently acquired Edge Autonomy business, citing integration challenges, macro-economic pressures, funding requirements, shareholder dilution and heightened regulatory and geopolitical exposure.

Investment take-away: The equity raise materially strengthens near-term liquidity and affords flexibility to integrate Edge Autonomy and address debt, but it introduces significant dilution and underscores numerous execution and market risks highlighted in the expanded risk factor section.

BKV Corporation (ticker: BKV) filed a Form 4 disclosing an insider equity grant to director Charles C. Miller III. On 19 June 2025, Mr. Miller was awarded 5,761 restricted stock units (RSUs) under the company’s non-employee director compensation plan at a cost basis of $0.00. Each RSU converts into one share of common stock and will vest the day before BKV’s 2026 annual shareholder meeting.

Following this grant, the filing shows Miller’s updated beneficial ownership position at 5,761 shares held directly (the newly granted RSUs) and 87,500 shares held indirectly through the Miller/Allen Living Trust dated 8 January 2020.

No derivative securities were reported, and the transaction code "A" confirms the acquisition was an award rather than an open-market purchase. The filing was signed on 20 June 2025 by attorney-in-fact Kathleen Lenox.

For investors, this is a routine director equity grant designed to align board incentives with shareholder interests. The size of the award is modest relative to BKV’s total shares outstanding and does not, by itself, signal a material change in the company’s outlook or capital structure.