Bank Nova Scotia SEC Filings

Penguin Solutions, Inc. (ticker: SGH) filed Post-Effective Amendment No. 1 to sixteen previously effective Form S-8 registration statements following completion of its court-approved redomiciliation from the Cayman Islands to the State of Delaware on 30 June 2025. Acting under Rule 414 of the Securities Act, the Delaware successor issuer formally adopts each S-8 as its own, thereby maintaining registration of shares issuable under three employee equity plans: the Amended & Restated 2017 Stock Incentive Plan, 2018 Employee Stock Purchase Plan and 2021 Inducement Plan.

The amendment does not register additional securities; instead it provides that all outstanding awards will settle in Delaware common stock on a one-for-one basis with the former Cayman ordinary shares, preserving both share count and economic rights for plan participants and shareholders. The company continues to qualify as a large accelerated filer and incorporates by reference all historical reports filed by the Cayman entity, plus future Exchange Act filings, ensuring uninterrupted periodic reporting.

The filing also supplies updated governance documents (certificate of incorporation, bylaws) and customary exhibits, restates indemnification provisions for directors and officers under Delaware law, and confirms that directors and officers are covered by D&O insurance. Overall, the amendment is primarily administrative, aligning the company’s equity plans and SEC filings with its new U.S. domicile while leaving capital structure and operating results unchanged.

Citigroup Inc. (ticker C) is marketing a new tranche of Medium-Term Senior Notes, Series G – Callable Fixed-Rate Notes due 21 July 2032. The securities are unsecured senior debt subject to Citigroup’s credit risk and are intended to qualify as Total Loss Absorbing Capacity (TLAC) eligible instruments, meaning they could be written down or converted in a Citigroup bankruptcy resolution.

Key commercial terms

• Denomination: $1,000 per note
• Coupon: fixed, ≥ 5.00 % per annum (final rate set on the 16 July 2025 pricing date) paid semi-annually on 21 January and 21 July, 30/360 convention
• Tenor: 7 years, maturing 21 July 2032
• Issuer call: Citigroup may redeem the notes in whole (not in part) on any 21 January, 21 April, 21 July or 21 October beginning 21 October 2026 upon ≥ 5 business-day notice, at 100 % of principal plus accrued interest
• Listing: None; investors must rely on an over-the-counter market that CGMI may, but is not obliged to, make
• Issue price: $1,000 par; eligible institutional / fee-based accounts may pay as low as $986
• Underwriting fee: up to $14 per note, paid to affiliate Citigroup Global Markets Inc. (CGMI)
• CUSIP / ISIN: 17290AG61 / US17290AG617

Principal risk considerations

• Call risk: Citigroup is more likely to redeem when prevailing rates fall below the 5 % coupon, capping investor upside and reinvestment potential.
• Credit & TLAC bail-in risk: In a resolution, losses are imposed first on shareholders and then on senior creditors; the notes may be bailed-in before other liabilities.
• Liquidity risk: No exchange listing and CGMI may discontinue making a market at any time.
• Price performance: Immediate secondary prices will include a temporary upward adjustment that amortises to zero over four months; early sellers may realise losses.
• Tax uncertainty: A future assumption of the notes by a Citigroup subsidiary could constitute a taxable modification, though Citigroup believes it should not.

Proceeds will be used for general corporate purposes and to hedge the issuer’s obligations. The offering is routine funding activity rather than a transformational event, but the 5 %+ coupon may appeal to yield-focused fixed-income investors willing to accept liquidity and call risks.

Crinetics Pharmaceuticals, Inc. (CRNX) filed a Form 8-K under Item 7.01 (Regulation FD). The filing discloses that the company issued a press release announcing eight scientific abstracts from its endocrine and rare-disease pipeline that will be presented at the Endocrine Society’s Annual Meeting (ENDO 2025) in San Francisco, July 12-15, 2025.

The abstracts will cover development candidates atumelnant (ACTH antagonist), paltusotine (oral SST2 agonist), and the TSHR antagonist CRN12755. The company also reiterates plans for the potential commercial launch of PALSONIFY (commercial name for paltusotine) if regulatory approval is obtained.

No new clinical data, financial figures, or transaction details are provided in the 8-K; the disclosure is limited to notification of the upcoming presentations. All forward-looking statements are qualified by customary risk factors, including clinical, regulatory, and geopolitical uncertainties.

Revolution Medicines, Inc. (RVMD) filed a Form 4 disclosing routine equity awards to director Elizabeth M. Anderson on 26 June 2025.

• Restricted Stock Units (RSUs): Anderson received 3,142 shares of common stock at no cost, raising her direct beneficial ownership to 23,215 shares (inclusive of the new RSUs).
• Stock Option Grant: She was granted an option on 11,574 shares with a $37.48 exercise price, expiring 26 June 2035. The option vests in full on the earlier of the first anniversary of the grant or immediately prior to the next annual meeting, provided she remains a service provider.
• Indirect Holdings: Anderson also reports 26,990 shares held through the David W. Anderson 1996 Irrevocable Trust.
• No Dispositions: The filing records no sales of RVMD shares.

The transactions represent standard director compensation and have an immaterial impact on the company’s overall share count or governance structure. No performance metrics, strategic developments, or other material events were disclosed in this filing.

Golden Matrix Group, Inc. (GMGI) Form 4 filing: Director Thomas E. McChesney reported two open-market stock sales. On 23 June 2025 he sold 5,000 common shares at $1.65; on 24 June 2025 he sold another 5,000 shares at $1.82. Following the transactions, McChesney directly owns 284,710 GMGI shares, remaining a board member and >10% owner status is not indicated. The filing discloses no derivative activity, contracts, or 10b5-1 plans. Investors may view the combined 10,000-share sale as modest (≈3% of his reported stake) but worth monitoring for future insider-trading trends.

Unity Software Inc. (Ticker: U) – Form 144 filing discloses a proposed insider sale of 24,014 common shares through broker Charles Schwab. At the stated aggregate market value of $573,663, the shares represent roughly 0.006% of the 415.7 million shares outstanding. The seller acquired the shares via a cashless stock-option exercise on 06/30/2025 and intends to sell them on or about the same date on the NYSE. No prior sales were reported in the past three months. By signing the notice, the seller certifies the absence of undisclosed material information and compliance with Rule 144 requirements.

Bank of Montreal (BMO) is offering US$3 million of Senior Medium-Term Notes, Series K — “Barrier Enhanced Return Notes” — maturing 1 September 2026 and linked to the performance of the Invesco QQQ Trust (ticker “QQQ”). The notes give investors 200% leveraged exposure to any positive percentage change in QQQ, but gains are capped by a Maximum Redemption Amount of US$1,135 per US$1,000 face value (13.5% total return). The issue provides partial downside protection through a 20% barrier: if, on the 27 August 2026 valuation date, QQQ closes at or above 80% of its initial level (US$546.22), holders receive at least their principal regardless of interim price moves. If QQQ closes below the barrier, principal is reduced 1-for-1 with the full negative move, exposing investors to up to 100% loss.

Key economic terms include:

• Upside Leverage Factor: 200%
• Initial Level: US$546.22 (6 / 26 / 25 close)
• Barrier Level: US$436.98 (80% of initial)
• Issue price: 100% of face; estimated initial value: US$969.40 (reflects structuring and hedging costs)
• Agent’s commission: 2.0% (US$60,000); net proceeds to BMO: 98.0%
• Unsecured, unsubordinated obligations of BMO; no coupon and no listing
• Minimum denomination: US$1,000; CUSIP 06376ELW0

Risk highlights include credit risk to BMO, liquidity risk (no exchange listing; secondary market only at dealer discretion), limited upside due to the 13.5% cap, and the possibility of total principal loss if the barrier is breached. The pricing supplement also stresses potential conflicts of interest (BMOCM acts as calculation agent and market-maker) and warns that the initial estimated value is materially below the issue price. Tax treatment is uncertain; the note is intended to be treated as a prepaid derivative contract for U.S. federal income tax purposes.

Given the relatively small size of the issuance (US$3 million), the transaction is immaterial to BMO’s capital structure but offers retail structured-product investors a defined-outcome alternative to direct QQQ exposure.

Bank of Montreal (BMO) is offering US$3 million of Senior Medium-Term Notes, Series K — “Barrier Enhanced Return Notes” — maturing 1 September 2026 and linked to the performance of the Invesco QQQ Trust (ticker “QQQ”). The notes give investors 200% leveraged exposure to any positive percentage change in QQQ, but gains are capped by a Maximum Redemption Amount of US$1,135 per US$1,000 face value (13.5% total return). The issue provides partial downside protection through a 20% barrier: if, on the 27 August 2026 valuation date, QQQ closes at or above 80% of its initial level (US$546.22), holders receive at least their principal regardless of interim price moves. If QQQ closes below the barrier, principal is reduced 1-for-1 with the full negative move, exposing investors to up to 100% loss.

Key economic terms include:

• Upside Leverage Factor: 200%
• Initial Level: US$546.22 (6 / 26 / 25 close)
• Barrier Level: US$436.98 (80% of initial)
• Issue price: 100% of face; estimated initial value: US$969.40 (reflects structuring and hedging costs)
• Agent’s commission: 2.0% (US$60,000); net proceeds to BMO: 98.0%
• Unsecured, unsubordinated obligations of BMO; no coupon and no listing
• Minimum denomination: US$1,000; CUSIP 06376ELW0

Risk highlights include credit risk to BMO, liquidity risk (no exchange listing; secondary market only at dealer discretion), limited upside due to the 13.5% cap, and the possibility of total principal loss if the barrier is breached. The pricing supplement also stresses potential conflicts of interest (BMOCM acts as calculation agent and market-maker) and warns that the initial estimated value is materially below the issue price. Tax treatment is uncertain; the note is intended to be treated as a prepaid derivative contract for U.S. federal income tax purposes.

Given the relatively small size of the issuance (US$3 million), the transaction is immaterial to BMO’s capital structure but offers retail structured-product investors a defined-outcome alternative to direct QQQ exposure.

Bank of Montreal (BMO) is offering unsecured Senior Medium-Term Notes, Series K, branded “Digital Return Buffer Notes” linked to the S&P 500® Futures Excess Return Index (ticker SPXFP). The product is a two-part payoff structure maturing 2 November 2026 (≈15 months) that caps upside at a fixed 11.80% “Digital Return” while providing a 10% downside buffer.

Key economic terms

• Denomination: US$1,000 minimum, CUSIP 06376EPE6
• Digital Barrier: 100% of the Initial Level; if the Final Level ≥ barrier, investors receive principal plus 11.80% ($1,118)
• Buffer: 90% of Initial Level; losses begin only when the Reference Asset falls >10%
• Downside: Dollar-for-dollar loss beyond the 10% buffer, up to 90% of principal
• No periodic coupons; payment occurs only at maturity
• Pricing Date: 28 July 2025; Settlement: 31 July 2025; Valuation Date: 28 Oct 2026
• Initial estimated value: US$970.30 per $1,000 (≈97.0% of issue price) driven by internal funding and hedging costs
• Distribution: BMOCM acts as sole agent; selling concession up to 2.05%

Risk highlights

• Credit risk: payments depend on BMO’s solvency; the notes are senior unsecured obligations.
• Market risk: if SPXFP declines >10%, principal erodes one-for-one, exposing investors to as much as 90% loss.
• Structural limitations: upside is strictly limited to 11.80% regardless of how much the index rises; investors forgo dividends, collateral interest and total-return benefits.
• Liquidity: no exchange listing; any secondary trading will be on a best-efforts basis through BMOCM and may involve significant bid-ask spreads.
• Valuation gap: initial fair value is ≈$970, implying an immediate 3% economic cost to new buyers.
• Reference-asset nuances: index tracks front-month E-mini S&P 500 futures (excess-return) and is subject to roll yield drag, financing costs and contango effects, which can diverge materially from the spot S&P 500 price return.

Investor profile: Suitable for investors with a firmly bullish or mildly neutral 15-month outlook on U.S. equities who desire buffered downside, are willing to cap gains at 11.80%, and have confidence in BMO’s credit.