[8-K] Gentex Corp Reports Material Event

Rhea-AI Filing Summary

Sadot Group Inc. (Nasdaq: SDOT) files a Rule 424(b)(5) prospectus supplement to sell 2.5 million common shares at $1.00 in a best-efforts offering. Gross proceeds are $2.5 million; after 7% placement commission and expenses, net cash is estimated at $2.125 million.

Use of proceeds: c. $1.156 million (≈54%) will repay insider and third-party promissory notes (October 2024, Black, December 2024), with the balance for working capital and general corporate purposes.

Capital impact: Shares outstanding rise 34% to 9.86 million. Excluded are 1.58 million warrants (WAEP $18.30), 61k options (WAEP $10.80), 4.57 million shares underlying convertibles at $1.00, and 125k placement-agent warrants at $1.25. Immediate dilution to new investors is $3.176 per share.

Debt amendments: All convertible notes’ maturity dates pushed to 31 Dec 2025; conversion prices reset to the $1.00 offer price. Company commits $1 million+ of this raise and portions of future raises to amortize notes. Default interest up to 22% and 150-175% redemption premiums remain.

Lock-ups: Company (90 days) and officers/directors (180 days); noteholders locked for 90 days. Placement agent ThinkEquity receives 5% warrant coverage.

Strategic update: Continues pivot from restaurants to global agri-foods; completed $13.4 million PT Green (Indonesia) share purchase on 22 Jul 2025.

Offering closes on or about 25 Jul 2025.

Positive

• $2.125 million net equity proceeds bolster cash and reduce high-cost debt.
• Convertible note maturities extended to Dec 31 2025, lowering immediate default risk.
• 90-day lock-ups on noteholders and company mitigate near-term selling pressure.
• MFN clause narrowed; limits further concessions to other investors.

Negative

• Share count increases 34% immediately, with potential tripling if convertibles exercise at $1.00.
• Over half of proceeds used to repay insiders/notes, providing limited growth capital.
• High default rates (22%) and punitive redemption premiums (150-175%) remain in debt structure.
• Best-efforts raise with no minimum could leave company under-funded.
• Cancellation of standby equity facility reduces flexible financing options.

Insights

Financial Analyst

TL;DR: Small cash raise stabilises near-term liquidity but adds heavy dilution and lowers convertible strike to $1.

The $2.125 million net inflow covers ≈6 months of Q1-25 cash burn and repays high-cost insider and third-party notes, pushing maturities to year-end 2025. However, resetting all convertibles to $1 materially increases potential issued shares (>4.5 million) and concentrates future dilution at today’s depressed valuation. Aggregate share count could triple if all notes convert. Lock-ups and MFN waiver reduce immediate selling pressure, yet mandatory monthly repayments begin 30 Sep 2025, so another raise is likely. Overall effect: modestly positive for solvency, negative for equity value.

Credit Risk Specialist

TL;DR: Note extensions ease default risk; covenants still stringent, raising refinancing pressure.

Maturities on the October 2024, Black and December 2024 notes are extended to 31 Dec 2025, reducing a near-term cash cliff. Conversion price alignment lowers trigger for debt-equity swap, effectively de-levering if shares can absorb dilution. Yet default interest of 22% and 150-175% redemption penalties persist, and mandatory monthly repayments (Oct24: $75k; Dec24: $225-375k; Jun25: $198k then $49k x4) create >$1.4 million cash outflow within 12 months. The Standby Equity line was cancelled, narrowing funding options. Credit profile improves marginally short-term, but liquidity remains fragile.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report: July 25, 2025

GENTEX CORPORATION

(Exact name of registrant as specified in its charter)

Michigan			0-10235						38-2030505
(State or other jurisdiction of incorporation)			(Commission File Number)						(IRS Employer Identification No.)
600 North Centennial Street
Zeeland
Michigan									49464
(Address of principal executive offices)									(Zip Code)

Registrant's telephone number, including area code: (616) 772-1800

_____________________________________________________________

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. below):

☐    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
Common Stock, par value $0.06 per share			GNTX			NASDAQ Global Select Market

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

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. ☐    

Section 2.     Financial Information

Item 2.02    Results of Operations and Financial Condition.

(a)On July 25, 2025 Gentex Corporation issued a news release announcing financial results for the second quarter ended June 30, 2025. A copy of the news release is attached as Exhibit 99.1 to the Form 8-K.

The information in this Form 8-K and the attached Exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Section 9.    Financial Statements and Exhibits

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibit

    99.1 – News Release Dated July 25, 2025.

SIGNATURE

    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 thereunto duly authorized.

Date: July 25, 2025

GENTEX CORPORATION

(Registrant)                

By    /s/ Kevin C. Nash

Kevin C. Nash

Vice President - Finance and Chief Financial Officer    

EXHIBIT INDEX

    99.1    News Release Dated July 25, 2025

FAQ

How much capital will Sadot Group (SDOT) raise in this 424B5 offering?

Up to $2.5 million gross by selling 2.5 million shares at $1.00; estimated net proceeds are $2.125 million.

What will SDOT use the offering proceeds for?

≈$1.156 million will repay the October 2024, Black and December 2024 notes; the remainder funds working capital and general corporate needs.

How does the offering affect SDOT’s share count and dilution?

Shares outstanding rise from 7.36 million to 9.86 million (+34%); investors face immediate dilution of $3.176 per share.

What are the new terms for SDOT’s existing convertible notes?

Maturity extended to 31 Dec 2025 and conversion price reset to $1.00; monthly cash repayments begin Sept 30 2025.

When is the expected closing date of the offering?

Delivery of shares is targeted for July 25 2025, subject to customary conditions.

Does SDOT face any lock-up restrictions post-offering?

Yes. Company: 90 days; officers/directors: 180 days; principal noteholders: 90-day trading lock-up.