[144] Alphabet Inc. SEC Filing

Rhea-AI Filing Summary

Streamline Health Solutions, Inc. (Nasdaq: STRM) has filed a preliminary Schedule 14A seeking stockholder approval for its $5.34-per-share all-cash merger with Mist Holding Co., the parent of MDaudit. At closing, Merger Sub will merge into Streamline, which will become a wholly-owned subsidiary of MDaudit and cease to be publicly traded.

Key economic terms

• Cash consideration of $5.34 per share, representing a 138 % premium to the 5/28/25 close and 117 % to the 30-day VWAP.
• No financing contingency; Parent states it has sufficient cash on hand to fund the deal and related costs.
• Options and warrants with exercise prices below $5.34 will be cashed-out; all currently outstanding options and warrants are “out-of-the-money” and will be cancelled for no consideration.
• Termination fee payable by Streamline to Parent is $950 K; no reverse termination fee disclosed.

Governance & process

• The Streamline Board unanimously approved the merger, deemed it fair, and recommends voting “FOR” all proposals.
• Cain Brothers rendered a fairness opinion to the Board on 5/28/25.
• Certain directors and officers entered into Voting & Support Agreements, committing their shares to support the transaction (exact percentage not yet specified).
• Completion requires the affirmative vote of at least 66 2/3 % of outstanding shares. Failure to vote counts as an “AGAINST.”

Timeline & conditions

• Special Meeting will be held virtually on a date to be set; record date also to be set.
• Expected closing is Q3 2025, subject to stockholder approval and customary conditions (no financing or regulatory conditions highlighted).
• Outside date for termination is 12/31/25.

Post-closing the STRM shares will be delisted from Nasdaq and deregistered under the Exchange Act. Stockholders who properly perfect appraisal rights under Delaware law may seek a court-determined “fair value” instead of the $5.34 cash payment.

Positive

• 138 % cash premium to the unaffected share price provides immediate, above-market value to shareholders.
• No financing contingency; Parent has sufficient cash on hand, boosting deal certainty.
• Board unanimously supports the merger and obtained an independent fairness opinion.
• Modest $950 K termination fee preserves the possibility of a superior proposal.
• Support Agreements with certain insiders align management interests with transaction completion.

Negative

• Super-majority vote (66 2/3 %) creates meaningful closing risk; abstentions count as ‘AGAINST.’
• No-solicitation covenant restricts Streamline from actively seeking higher bids.
• Failure to vote by retail shareholders could derail the deal despite board backing.
• Options and warrants are out-of-the-money and will be cancelled, potentially dissatisfying some holders.
• Termination outside date of 12/31/25 could push closing into 2026 if delays occur.

Insights

M&A Specialist

TL;DR Cash deal offers 138 % premium, no financing risk; high approval threshold is main hurdle.

From an M&A standpoint this transaction is straight‐forward and highly favorable to public holders. The $5.34 price implies an enterprise value well above Streamline’s unaffected market capitalization and is entirely in cash, eliminating execution risk tied to equity valuations. Importantly, Parent has certified adequate funds, so there is no financing condition or reverse termination fee. The termination fee of $950 K (≈1 % of equity value) is modest and unlikely to deter a superior bid should one emerge. Support Agreements from insiders further de-risk closing, though the exact ownership percentage remains undisclosed. Overall, the proposal delivers immediate, certain value and aligns with best-practice processes (fairness opinion, fiduciary out clauses). Key watch-item is the super-majority vote requirement: non-voting shares count as ‘AGAINST,’ making solicitation critical.

Portfolio Manager

TL;DR Premium attractive but super-majority vote, modest break-fee and board lock-up temper certainty.

For portfolio holders, the 138 % premium crystallizes considerable upside versus pre-deal prices. However, approval demands 66 2/3 % of all shares outstanding, not just those present, raising the possibility of failure if retail investors are apathetic. The board’s no-solicitation covenant plus low break-fee could still allow topping offers, yet timing is tight under the 12/31/25 outside date. Delisting eliminates future upside participation in Streamline’s turnaround but guarantees liquidity now. Risk-reward skews positive, but I would monitor vote tallies closely and maintain a modest discount to the $5.34 consideration when pricing the shares until proxy results firm up.

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
Class C Capital Stock	Charles Schwab & Co., Inc. 3000 Schwab Way Westlake TX 76262	121	21867.00	5459000000	06/30/2025	NASDAQ

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 *
Class C Capital Stock	06/27/2025	Restricted Stock Lapse	Alphabet Inc.			121	06/27/2025	Equity Compensation

* 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
FRANCES ARNOLD 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043	Alphabet Inc.	04/30/2025	111	17743.00
FRANCES ARNOLD 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043	Alphabet Inc.	05/30/2025	111	19138.00

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

What premium does the $5.34 offer represent for STRM shareholders?

The cash price equals a 138 % premium to the 5/28/25 close and 117 % over the 30-day VWAP.

What vote is required for Streamline (STRM) to approve the merger?

At least 66 2/3 % of all outstanding common shares must vote "FOR" the Merger Proposal.

Is the transaction subject to financing or regulatory conditions?

Parent affirmed it has sufficient cash; the merger carries no financing condition. Only customary legal injunction conditions apply.

When is the Streamline merger expected to close?

Management targets Q3 2025, with an outside termination date of 12/31/25.

What happens to my STRM shares if the merger closes?

Each share converts into $5.34 cash; the stock will be delisted and deregistered.

Do shareholders have appraisal rights under Delaware law?

Yes. Holders who do not vote FOR the merger and follow Section 262 procedures may seek a court-determined fair value.