[144] Dayforce, Inc. SEC Filing

Rhea-AI Filing Summary

Empire Petroleum Corporation (NYSE American: EP) filed an 8-K announcing two key changes to its previously disclosed $5.0 million registered rights offering:

• Expiration extended: Subscription rights will now lapse at 5:00 p.m. ET on August 18 2025, unless further extended.
• Subscription price corrected: The price per unit has been revised from $5.30 to $0.07367 to better reflect the intended terms. Each unit still consists of one share of common stock plus warrants.

Based on the revised structure, a shareholder must own at least 72 shares to receive rights to purchase one whole common share at $5.30 and at least 74 shares to receive warrants exercisable at $5.46. A 100-share holder would receive rights to buy 1.39 shares and warrants for 1.36 shares (both rounded down).

The company continues to target gross proceeds of $5.0 million, of which $2.5 million is expected upon warrant exercise. Updated offering materials were filed on July 10, July 24, and July 25 2025, and supporting documents (Forms 99.1-99.6) accompany this report, including the July 25 press release (Ex. 99.6).

No other financial data or operational updates were provided; the filing strictly concerns the mechanics and timing of the rights offering.

Positive

• Clarified pricing: Adjusting the unit cost to $0.07367 removes ambiguity around the rights offering structure.
• Extended participation window: Deadline moved to 18-Aug-25 gives shareholders additional time to act.

Negative

• Potential dilution: Rights and warrants could increase the share count, reducing existing holders’ percentage ownership if they do not participate.
• Price reduction magnitude: The drop from $5.30 to $0.07367 per unit may reflect valuation adjustments that could concern investors.

Insights

Financial Analyst

TL;DR – Rights offering deadline pushed to 18-Aug-25; unit price cut to $0.07367, target raise unchanged at $5 m.

The extension gives shareholders another three weeks to decide, suggesting Empire seeks broader participation to secure the full $5 m. The drastic price adjustment aligns units with the stated $5.30 share purchase price plus warrants, clarifying earlier confusion. While no fundamentals are disclosed, the offering, if fully subscribed, will inject liquidity without external debt. However, proportional ownership for non-participants will be diluted. Overall impact is modest but noteworthy for capital structure watchers.

Corporate Governance Expert

TL;DR – Filing cleans up disclosure; re-files shareholder forms 99.1-99.5 for transparency.

By reissuing subscription documents and correcting pricing, the board mitigates potential misinterpretation and compliance risk. Extending the deadline aligns with best practices to ensure equitable treatment of all investors. No governance red flags appear; the company explicitly states the 8-K is not an offer to sell outside registered jurisdictions.

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

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

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.

Relationship to Issuer

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	4659	278095.71	159881069	07/25/2025	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	03/01/2025	Restricted Stock	ISSUER			4659	03/01/2025	Not Applicable

* 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
SAMER ALKHARRAT 3311 East Old Shakopee Road Minneapolis MN 55425	Common	06/25/2025	664	38478.80
SAMER ALKHARRAT 3311 East Old Shakopee Road Minneapolis MN 55425	Common	05/23/2025	3966	225665.40

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

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.

Signature

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

FAQ

When do Empire Petroleum (EP) rights expire after the extension?

Subscription rights now expire at 5:00 p.m. ET on August 18 2025, unless further extended.

What is the new subscription price in Empire Petroleum's rights offering?

The company corrected the price to $0.07367 per unit.

How much does Empire Petroleum aim to raise through this offering?

The target remains $5.0 million, including $2.5 million expected from warrant exercises.

How many shares must I hold to subscribe for one full share?

You must own at least 72 shares on the record date to receive rights to purchase one whole share.

Which documents were re-filed with the 8-K?

Forms 99.1–99.5 (rights certificate, election forms, and shareholder letters) and the press release (Ex. 99.6).