Citigroup Inc SEC Filings

BioMarin Pharmaceutical Inc., through wholly-owned Incline Merger Sub, Inc., has completed its cash tender offer for all outstanding shares of Inozyme Pharma, Inc. (INZY) at $4.00 per share. The offer expired one minute after 11:59 p.m. ET on 30 June 2025 and was not extended. The paying agent confirmed that 45,455,118 shares, representing 69.8 % of the issued and outstanding shares, were validly tendered and not withdrawn, satisfying the minimum condition.

On 1 July 2025 the purchaser accepted all tendered shares for payment and immediately effected a short-form merger under DGCL §251(h), making Inozyme a wholly-owned subsidiary of BioMarin. Trading in INZY was halted and the shares were delisted from Nasdaq prior to the market open on 1 July 2025. BioMarin also intends to terminate Inozyme’s Exchange Act registration and suspend its SEC reporting obligations as promptly as practicable.

A press release detailing the completion of the offer and merger is filed as Exhibit (a)(5)(ix). Former Inozyme stockholders will receive the agreed $4.00 cash consideration, and the company will no longer operate as an independent public entity.

BioMarin Pharmaceutical Inc., through wholly-owned Incline Merger Sub, Inc., has completed its cash tender offer for all outstanding shares of Inozyme Pharma, Inc. (INZY) at $4.00 per share. The offer expired one minute after 11:59 p.m. ET on 30 June 2025 and was not extended. The paying agent confirmed that 45,455,118 shares, representing 69.8 % of the issued and outstanding shares, were validly tendered and not withdrawn, satisfying the minimum condition.

On 1 July 2025 the purchaser accepted all tendered shares for payment and immediately effected a short-form merger under DGCL §251(h), making Inozyme a wholly-owned subsidiary of BioMarin. Trading in INZY was halted and the shares were delisted from Nasdaq prior to the market open on 1 July 2025. BioMarin also intends to terminate Inozyme’s Exchange Act registration and suspend its SEC reporting obligations as promptly as practicable.

A press release detailing the completion of the offer and merger is filed as Exhibit (a)(5)(ix). Former Inozyme stockholders will receive the agreed $4.00 cash consideration, and the company will no longer operate as an independent public entity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., intends to issue 1.5-Year Dual Directional Buffer Securities linked to the worst performer between the Dow Jones Industrial Average (INDU) and the Russell 2000 Index (RTY).

Key commercial terms include:

• Stated principal: $1,000 per security; maturity 4 Feb 2027 (approx. 18 months).
• Participation rate: 120% on both upside and limited downside (absolute return) performance.
• Maximum upside return: at least $155 (≥15.5%) per security, set on pricing date 31 Jul 2025.
• Buffer: 15% protection; investor begins to lose principal if the worst performer falls more than 15% from its initial level.
• Dual-directional feature: If the worst performer is down ≤15%, investor receives 120% of the absolute decline (positive payoff); if up, receives 120% of the gain, capped at the maximum upside return.
• Credit exposure: payments subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Risk highlights include potential loss of principal beyond the 15% buffer, a hard cap on upside, no periodic coupons, no dividend participation, liquidity constraints (no exchange listing), valuation below issue price at launch, and the structural risk of relying on the worst-performing index of two potentially low-correlated underlyings.

The securities target investors seeking short-term, moderately levered exposure to broad U.S. equity benchmarks with partial downside protection, in exchange for capped upside and issuer credit risk.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing Medium-Term Senior Notes, Series N in the form of equity-linked securities due July 1 2027. The $1,000-denominated notes pay a fixed monthly coupon of 1.0875 % (13.05 % p.a.). In return for this enhanced yield, investors assume (1) market risk tied to the worst-performing of three underlyings—the Dow Jones Industrial Average, First Solar, Inc. common stock and the S&P 500 Index—and (2) unsecured credit risk of Citigroup Global Markets Holdings Inc. and its parent guarantor.

Key structural features

• Principal at risk. If on the 28 Jun 2027 valuation date the worst-performing underlying is below 55 % of its 25 Jun 2025 strike level, investors suffer a loss matching that negative return; repayment can fall below $550 and down to $0, although the final coupon is still paid.
• Downside threshold levels: DJIA 23,640.337; First Solar $83.985; S&P 500 3,350.688.
• No upside participation. Redemption is capped at par; appreciation of any or all underlyings does not enhance return beyond the fixed coupons.
• Issue economics. Estimated value at pricing is $996.20 versus the $1,000 issue price; underwriting fee up to $4 (0.40 %), leaving $996 proceeds to issuer. Total offering size is $2.501 million.
• Liquidity. The notes will not be exchange-listed; any secondary market will be made only on a best-efforts basis by Citigroup Global Markets Inc. and may reflect a bid–ask spread and a temporary (3-month) valuation adjustment.
• Tax. Citigroup intends to treat each note as a deposit plus a written put; 33.29 % of each coupon is treated as interest, 66.71 % as option premium. Tax treatment is uncertain; investors should consult advisers.

Illustrative outcomes

• If the worst underlying never breaches the 55 % threshold, investors receive all monthly coupons (≈$314 total) plus the $1,000 principal.
• A −50 % return on the worst underlying triggers repayment of $510.875 (including final coupon), a 49 % capital loss.
• A −100 % scenario reduces total payoff to $10.875, essentially wiping out principal despite all coupons received.

Principal risks (abridged from 30+ page discussion): market volatility, multi-asset correlation, lack of dividends, credit risk of issuer/guarantor, secondary-market illiquidity, model-based estimated value below issue price, and indeterminate U.S. tax treatment.

Overall, the security suits yield-seeking investors able to tolerate high downside risk; it is not a material event for Citigroup’s corporate fundamentals given the small size of the issuance.

Lamb Weston Holdings, Inc. (LW) filed an 8-K announcing a wide-ranging Cooperation Agreement dated 30 Jun 2025 with activist investor JANA Partners and Continental Grain Company.

Board re-composition: The Company will expand its Board from 11 to 13 seats and accept the resignations of Charles A. Blixt, W.G. Jurgensen, Robert A. Niblock and Maria Renna Sharpe (two already effective 29 Jun 2025). Six Agreed Directors will be appointed no later than 11 Jul 2025: Bradley Alford (new non-executive Chairman), Timothy R. McLevish, Scott Ostfeld, Ruth Kimmelshue, Paul Maass and Lawrence Kurzius. Each brings senior leadership or activist experience across food, agribusiness and consumer sectors.

Committee alignment: • Audit & Finance – 5 members (incl. McLevish & Maass). • Compensation & Human Capital – 6 members (incl. Kimmelshue, Kurzius & Ostfeld). • Nominating & Governance – 6 members (incl. Kimmelshue, Kurzius & Ostfeld).

Shareholder obligations & standstill: JANA and Continental Grain agree to (1) vote in line with Board recommendations (with limited proxy-advisor exceptions), (2) maintain a ≥1.5 % net long position to keep board representation, (3) adhere to mutual non-disparagement, and (4) observe a standstill that runs until the earlier of 30 days before the 2026 advance-notice window or 28 Apr 2026.

Replacement rights: If any of the designated directors departs before the Termination Date, JANA, Continental Grain or both (depending on the seat) may name replacements, subject to customary independence and suitability criteria.

Rationale & disclosure: While no financial metrics were provided, the agreement averts a potential proxy contest, refreshes governance with seasoned industry leaders, and signals collaboration between management and key shareholders. The Company issued a press release (Exhibit 99.1) and attached the full Cooperation Agreement (Exhibit 10.1).

IMAC Holdings, Inc. (NASDAQ: BACK) filed a restated Form 10-Q/A for the quarter ended 30 June 2024. The amendment corrects previously issued statements after the Audit Committee determined preferred-dividend accounting was materially misstated. The restatement reallocates US$525k of accrued dividends from current liabilities to additional paid-in capital, but does not change total assets or net loss.

Operating results (continuing operations):

• Revenues: US$15.8k (precision-medicine collaboration fees).
• Gross loss: US$(56.3)k as initial lab start-up expenses exceeded sales.
• Operating loss: US$(1.40)m for the quarter; US$(1.81)m YTD.
• Net loss available to common holders: US$(2.03)m for the quarter; US$(2.52)m YTD, or US$(2.16) per share.

Balance sheet (30 Jun 24, restated):

• Cash rose to US$0.89 m from US$0.22 m at 31 Dec 23, helped by US$1.35 m of preferred-stock proceeds and a US$1.0 m net promissory-note raise.
• Total assets: US$2.22 m, including US$1.01 m of newly acquired lab equipment from Theralink.
• Current liabilities: US$3.99 m, driving a working-capital deficit of roughly US$(3.3) m.
• Stockholders’ deficit widened to US$(1.77) m.

Capital & financing actions: 43.5 k shares of Series C-2/D/E/F preferred stock and 2.8 m warrants issued, raising US$1.35 m; US$1.4 m face value 40 % OID notes issued for US$1.0 m cash. Subsequent to the quarter, the company:

• Raised an additional US$0.6 m (US$0.84 m face) via notes.
• Closed a US$3.74 m PIPE for Series G preferred shares and warrants, using US$2.24 m to retire earlier notes.

Strategic shift: All legacy clinics have been sold or closed; ongoing business is now Ignite Proteomics, a precision-medicine lab leveraging Theralink assets for breast-cancer protein analysis and pharma collaborations.

Risk & controls: Management expresses substantial doubt about going-concern status. Two material weaknesses (inadequate accounting resources and segregation-of-duties) remain unresolved. Multiple CMS audits on discontinued operations could trigger material repayments. A Tampa clinic lease is in default.

Outlook: Management must scale Ignite revenues, secure Medicare reimbursement, remediate control gaps and refinance expensive debt to alleviate liquidity pressure and justify the US$51 m preferred-stock liquidation preference outstanding.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering 2.75-year market-linked securities tied to the Dow Jones Industrial Average (ticker: INDU). Investors will pay $1,000 per security on the July 28, 2025 pricing date and receive payment at maturity on May 3, 2028.

Payoff profile: if the final index level on April 28, 2028 exceeds the initial level, holders earn 100% upside participation subject to a maximum return of at least 15.25% ($1,152.50 per note). If the index is flat or declines, investors receive only the $1,000 principal—no interest and no downside participation.

Key terms:

• Issuer: Citigroup Global Markets Holdings Inc.; guarantor: Citigroup Inc.
• Stated principal: $1,000
• Maximum return: ≥15.25% (final level set on pricing date)
• No coupon, no dividend entitlement, no exchange listing
• Credit exposure to both issuer and guarantor

Selected risks include zero return if INDU fails to rise, limited upside, credit risk of Citigroup entities, secondary-market illiquidity, and an estimated value below issue price. Investors should review the accompanying preliminary pricing supplement and related SEC filings for full details.

Old Market Capital Corporation (NASDAQ: OMCC) has filed Form 10-K/A (Amendment No. 1) for the fiscal year ended 31 March 2025. The amendment is narrowly focused and does not revise previously issued financial statements. Instead, it corrects two clerical items on the original Form 10-K:

• Auditors’ Report date change: The opinion of Forvis Mazars, LLP is re-dated to 27 June 2025 (from 27 June 2024).
• Sarbanes-Oxley §404(b) checkbox: The “internal control over financial reporting” attestation box is now unchecked; the company was not subject to an auditor’s ICFR opinion.

The re-issued audit report remains unqualified, confirming that the consolidated financial statements for FY 2024 and FY 2025 are presented fairly in accordance with U.S. GAAP. The auditor again highlights one Critical Audit Matter: valuation of property, plant & equipment, trade name, and customer relationships acquired via the 15 June 2024 acquisition of Amplex Electric, Inc. Key assumptions scrutinised include projected cash flows, attrition rates, discount rates and royalty rates, for which internal valuation specialists were engaged.

Capitalisation snapshot: As of 23 June 2025 the company had 12.7 million shares issued, but 6.7 million are entitled to vote after subtracting treasury and subsidiary-held shares. Aggregate market value held by non-affiliates was $42.3 million based on 30 September 2024 NASDAQ pricing.

Aside from the technical corrections above, no quantitative operating or earnings data are provided in this amendment. Governance disclosures confirm the company is a non-accelerated filer, smaller reporting company, and not an emerging growth company. Management and board signatures were re-submitted as of 30 June 2025.

Penguin Solutions, Inc. (formerly a Cayman Islands company) has completed a court-sanctioned redomiciliation to Delaware and, as the successor issuer, has filed Post-Effective Amendment No. 1 to 16 previously effective Form S-8 registration statements.

The amendment, filed under Rule 414 of the Securities Act, formally adopts each legacy registration statement covering the company’s Amended & Restated 2017 Stock Incentive Plan, 2018 Employee Stock Purchase Plan, and 2021 Inducement Plan. All outstanding equity awards originally settled in Cayman ordinary shares will now settle in shares of Penguin Solutions Delaware common stock on a one-for-one basis. No new securities are being registered and no changes were made to aggregate share amounts, exercise prices, or vesting schedules disclosed in the original filings.

The document further:

• Confirms that Penguin Solutions Cayman is now a wholly-owned subsidiary of Penguin Solutions Delaware.
• Incorporates by reference the company’s most recent Annual Report (FY 2024), subsequent Quarterly Reports (Q1 & Q2 FY 2025), and several Current Reports through 30 June 2025.
• Sets out standard DGCL-based indemnification provisions for directors and officers, and lists the updated certificate of incorporation, bylaws, equity plans, and related legal opinions as exhibits.
• Identifies Penguin Solutions as a large accelerated filer and therefore ineligible for emerging-growth-company accommodations.

In effect, the filing is an administrative step ensuring uninterrupted effectiveness of employee equity plans after the corporate migration to the United States.