[144] Sprinklr, Inc. SEC Filing

Rhea-AI Filing Summary

Vincerx Pharma, Inc. (Nasdaq: VINC) filed a Form 8-K disclosing multiple events tied to its planned Plan of Liquidation and Dissolution.

Item 1.02 – License Agreement Termination: The October 7, 2020 license agreement with Bayer was terminated effective June 25, 2025. All technology, know-how and IP licensed to Vincerx revert to Bayer.

Item 5.02 – Board Resignations: Six directors - Dr. Ahmed M. Hamdy, Laura I. Bushnell, Dr. Brian J. Druker, Dr. John H. Lee, Francisco D. Salva and Dr. Ruth E. Stevens - resigned effective June 30, 2025, solely due to the pending dissolution. The board size is now one, leaving Acting CEO Dr. Raquel E. Izumi as the sole director.

Item 8.01 – Other Events: A July 7, 2025 press release set July 16, 2025 (10:00 a.m. PT) for the reconvened special stockholder meeting to vote on the dissolution. Management estimates $0.04-$0.08 per share may be available for distribution, cautions that delays would erode this amount through continuing operating costs, and notes potential U.S. federal tax-loss benefits if the plan is approved.

The filing underscores that failure to approve the dissolution could force the company to explore alternatives, including bankruptcy protection. Forward-looking statements highlight uncertainties around timing, operating costs, ultimate distribution amounts, and claim resolutions.

Insights

Equity Research Analyst

TL;DR: Dissolution underway; IP lost, board resigned, shareholders look at $0.04-$0.08 per share.

The termination of the Bayer license severs Vincerx’s principal asset base, confirming there is no viable operating path forward. Six director resignations leave governance concentrated in the acting CEO, a typical step in wind-downs but negative for oversight. Management signals a modest liquidating return of $0.04-$0.08 per share, subject to rapid erosion by ongoing expenses. Investors must weigh these de-minimis proceeds against any current market price. The possibility of bankruptcy if the vote fails elevates downside risk. Overall impact is distinctly negative and material.

Corporate Governance Specialist

TL;DR: Governance collapses to single director; dissolution vote critical.

Resigning a majority of directors during liquidation is standard, yet it concentrates all board authority in one individual, heightening governance risk. The company is transparent about next steps and potential tax benefits, but shareholder influence is now effectively limited to the upcoming vote. Any delay increases cash burn, directly diluting the already thin distribution range. The events are material and negatively skewed for equity holders.

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

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144: Issuer Information

Name of Issuer

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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.

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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	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	21986	192597.36	142831141	07/07/2025	NYSE

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	06/15/2025	Restricted Stock Units	Issuer			21986	06/15/2025	N/A

* 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

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for SCOTT MICHAEL HARVEY 441 9th Avenue, 12th Floor New York NY 10001	Common	06/26/2025	121057	1006915.81
SCOTT MICHAEL HARVEY 441 9th Avenue, 12th Floor New York NY 10001	Common	06/16/2025	13964	114085.88

144: Remarks and Signature

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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.

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