[8-K] Flutter Entertainment plc Reports Material Event

Rhea-AI Filing Summary

OneMedNet Corporation (Nasdaq: ONMD) filed an 8-K detailing a series of equity and debt restructuring transactions completed between 17-20 June 2025.

• $2.5 million private placement: 3,390,923 common shares and pre-funded warrants for 2,561,457 shares were sold to an accredited investor at $0.42 per share. Warrants are immediately exercisable at $0.0001. A voting agreement binds the investor to Board recommendations. The company will register the resale shares via an S-1 amendment.
• Insider subscriptions: Director Dr. Thomas Kosasa invested $0.5 million for 1,190,476 shares; CMO/Chairman Dr. Jeffrey Yu invested $0.7 million for 1,666,666 shares, both at $0.42.
• Loan conversions: • $3.3 million of shareholder loans (Kosasa $2.0 m, Yu $1.3 m) converted into 4,693,299 shares at $0.71.
  • Kosasa elected to convert an additional $1.6 million of convertible loans into 2,123,424 shares at $0.7535.
  • Holders of $1.66 million PIPE Notes converted into 1,453,174 shares at $1.14.
• Liability settlement: The company settled ~$4.34 million of trade payables, including $2.76 million deferred underwriter fees. It also redeemed the remaining $250,000 balance of a Yorkville promissory note for cash.

In aggregate, ONMD raised $3.7 million in new equity capital and eliminated or converted approximately $11 million of current liabilities—representing a 60 % reduction relative to 31 March 2025. However, the transactions add roughly 17 million new or issuable shares, materially increasing outstanding share count and potential dilution. Net proceeds are earmarked for general corporate purposes and working capital.

Positive

• $3.7 million gross cash raised, strengthening near-term liquidity
• Conversion/settlement of $11 million liabilities cuts total obligations by 60 %
• Insider investments and loan conversions demonstrate management confidence
• Elimination of PIPE and Yorkville notes removes near-term debt overhang

Negative

• Issuance of ~17 million new or issuable shares creates substantial dilution
• Equity priced as low as $0.42 suggests limited market demand
• Dependence on Form S-1 amendment for resale registration adds execution risk

Insights

Financial Analyst

TL;DR – Cash inflow and 60 % liability reduction improve balance sheet, but heavy low-price share issuance is dilutive; net effect neutral.

The company’s immediate liquidity strengthens: $3.7 million gross cash plus potential receipts if pre-funded warrants are exercised. Eliminating $11 million of obligations (loans, trade payables, PIPE, Yorkville) sharply de-levers the balance sheet ahead of Q2 close. These actions may lower future interest expense and remove going-concern pressure.
Dilution is significant. Including warrants, ~17 million incremental shares could expand the float well above 100 % of the 16.0 million shares reported outstanding at 31 Mar 2025, pressuring per-share metrics. Pricing at $0.42–$1.14 was below historical SPAC trust value, indicating limited bargaining power. Insider participation signals confidence yet also concentrates ownership. Overall, financial posture stabilises, but EPS accretion is unlikely; I view the impact as balanced.

Corporate Governance Specialist

TL;DR – Insider funding and investor voting pact tighten Board control; governance implications modestly positive.

Directors Kosasa and Yu injected $1.2 million and converted $4.6 million of loans, aligning insider capital with shareholder outcomes. The voting agreement obliges the private placement investor to support Board recommendations, reducing proxy contest risk during a pivotal restructuring phase. Required resale registration demonstrates transparency and may aid liquidity. While concentration of voting power could limit minority influence, the strengthened insider commitment and simplified capital structure after debt conversions enhance governance stability. I assign a +1 impact.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 2, 2025

Flutter Entertainment plc

(Exact Name of Registrant as Specified in its Charter)

Ireland		001-37403		98-1782229
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)
One Madison Avenue New York, New York				10010
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (646) 930-0950

Not Applicable

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, nominal value of €0.09 per share		FLUT		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On July 2, 2025, Flutter Entertainment plc (the “Company”) released, via the Regulatory News Service in London, announcements (the “RNS Announcements”) regarding the submission to the Company of notifications on Standard Form TR-1 (Standard Form for Notification of Major Holdings), which are furnished as Exhibits 99.1 and 99.2 to this Form 8-K and are incorporated herein by reference. The RNS Announcements were made in order to comply with disclosure requirements pursuant to the United Kingdom Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		RNS Announcement dated July 2, 2025
99.2		RNS Announcement dated July 2, 2025
104		The cover page of this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				Flutter Entertainment plc
				(Registrant)
Date: July 2, 2025				By:		/s/ Fiona Gildea
				Name:		Fiona Gildea
				Title:		Deputy Company Secretary and Head of Governance

FAQ

How much cash did OneMedNet (ONMD) raise in the June 2025 private placement?

The company raised approximately $2.5 million by selling 3,390,923 shares and pre-funded warrants at $0.42 per share.

What is the total reduction in OneMedNet’s liabilities from the reported transactions?

Management states that about $11.0 million of current liabilities were settled or converted, a 60 % reduction versus 31 March 2025.

How many new shares could be issued as a result of the transactions?

Roughly 17 million shares, including common stock, warrant shares, and conversion shares, will be added to the outstanding share count.

Why are insiders Dr. Kosasa and Dr. Yu significant in these transactions?

They invested a combined $1.2 million in new equity and converted over $3.3 million in loans, indicating confidence and reducing company debt.

What is the exercise price of the pre-funded warrants issued on 19 June 2025?

The pre-funded warrants are exercisable immediately at $0.0001 per share, effectively prepaid except for a nominal amount.

Will the newly issued shares be registered for resale?

Yes. ONMD agreed to file an amendment to its latest Form S-1 to register the resale of all shares issued or issuable under these transactions.