[6-K] Lion Group Holding Ltd. American Depositary Share Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Madrigal Pharmaceuticals (MDGL) filed an 8-K disclosing a new $500 million senior secured credit facility arranged by Blue Owl funds on 17 Jul 2025. The package consists of (i) a $350 million initial term loan funded at closing, (ii) $150 million in delayed-draw commitments available through 31 Dec 2027, and (iii) an uncommitted $250 million incremental accordion. All borrowings mature on 17 Jul 2030 and are guaranteed by subsidiaries, with a first-priority lien on substantially all company assets.

Key terms & implications

• Interest options: Base rate (≥2.0%) + 3.75% or 3-mo Term SOFR (≥1.0%) + 4.75%; interest payable quarterly.
• Prepayment allowed at any time; maximum make-whole/penalty of 3%.
• Covenants: minimum $100 million unrestricted cash, customary affirmative/negative covenants, and change-of-control default.
• Proceeds repaid the May 2022 Hercules facility, retiring $121.6 million (principal $115 million plus interest/fees) and releasing all related liens.
• Facility boosts liquidity for clinical, regulatory and commercial plans while increasing leverage, incurring high-single-digit effective cost of capital and granting lenders tight collateral and covenant protection.

Positive

• $500 million committed facility materially strengthens liquidity position.
• Refinancing extends debt maturity to 2030, removing 2022 loan amortization pressure.
• Optional delayed-draw and incremental tranches add future funding flexibility without immediate dilution.

Negative

• High interest rate of base+3.75% / SOFR+4.75% raises annual cash burn.
• First-priority lien on substantially all assets and $100 million cash covenant restrict flexibility.
• Total leverage increases immediately by $350 million, elevating balance-sheet risk.

Insights

Corporate Debt Analyst

TL;DR: Large, costly secured loan improves liquidity but raises leverage; covenants require $100 m cash and full-asset pledge.

The Blue Owl facility more than triples Madrigal’s prior debt capacity, supplying up to $500 m to bridge the NASH launch cycle. Term SOFR+4.75% equates to roughly 10% all-in interest—expensive but typical for late-stage biotech with limited revenue. Cash covenant and first-lien pledge give lenders strong downside protection. Refinancing the $121.6 m Hercules loan extends maturity to 2030 and removes near-term amortization. Overall credit profile weakens due to higher gross debt but liquidity and runway materially improve.

Biotech Equity Analyst

TL;DR: Financing secures runway to commercialization; equity dilution risk deferred but debt service burdens rise.

Access to $350 m immediately and up to $400 m more later provides capital to complete Rezdiffra roll-out and pivotal trials without near-term equity raises—positive for shareholders in the short run. However, double-digit interest and a $100 m cash lockbox divert funds from R&D and could pressure margins once product revenue ramps. Tight covenants may limit strategic flexibility. Net impact on equity story is mixed but leans constructive if management executes on commercialization before debt matures.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2025

Commission File Number: 001-39301

LION GROUP HOLDING LTD.

Not Applicable

(Translation of registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

10 Ubi Crescent, #06-51 (Office 12), Ubi Techpark

Singapore 408574, Lobby C

(Address of principal executive office)

Registrant’s phone number, including area code

+65 8877 3871

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒      Form 40-F ☐

Information Contained in this Form 6-K Report

Subsequent Offering under Purchase Agreement.

On July 21, 2025, Lion Group Holdings Ltd. (the “Company”) consummated its subsequent offering (“Subsequent Offering”) of an additional senior secured convertible note (the “Subsequent Offering Note”) to an institutional buyer (the “Buyer”) pursuant to the terms of the Securities Purchase Agreement (the “Purchase Agreement”) and related transaction documents dated June 17, 2025 entered by the Company and the Buyer as previously disclosed in the current report on Form 6-K filed with the United States Securities and Exchange Commission (the “Commission”) on June 18, 2025.

At the closing of the Subsequent Offering, the Company sold to the Buyer the Subsequent Offering Note in the principal amount of $3,000,000. The Subsequent Offering Note was offered on the same terms as the senior secured convertible notes issued to the Buyer on June 18, 2025.

In connection with the Subsequent Offering, the Company entered into a Right to Receive Tokens agreement (“Right to Receive Tokens”). Pursuant to the Right to Receive Tokens, the Buyer or its permitted assignees (the “Holder”) will have the right to receive certain Tokens in accordance with the terms of the Right to Receive Tokens upon the Holder’s exercise of the right. If the Company fails to deliver certain tokens, the Company will be required to pay in cash to the Holder an amount calculated based on the number of Tokens and the Tokens’ trading price.

The offer and sale to the Buyer of the Subsequent Offering Note, as well as the American Depositary Shares of the Company issuable upon conversion of or in payment of interest on the Subsequent Offering Note, will be made in reliance upon Section 4(a)(2) under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), or upon such other exemption or exclusion from the registration requirements of the Securities Act as may be available with respect to any or all of the transactions with the Buyer to be made under the Purchase Agreement.

The foregoing descriptions of the Subsequent Offering Note and the Right to Receive Tokens are not complete and are qualified in their entirety by reference to the full text of the form of the Subsequent Offering Note and the form of Right to Receive Tokens, copies of which is filed as Exhibit 10.1 and Exhibit 10.2, respectively, hereto and are incorporated herein by reference. 

Exhibit		Description
10.1		Form of Subsequent Offering Note
10.2		Form of Right to Receive Tokens

1

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, thereunto duly authorized.

Date: July 22, 2025

	LION GROUP HOLDING LTD.
	By:	/s/ Chunning Wang
	Name:	Chunning Wang
	Title:	Chief Executive Officer and Director

2

FAQ

What did Madrigal Pharmaceuticals (MDGL) announce in the 8-K?

Entry into a $500 million senior secured credit facility with Blue Owl, including a $350 million initial term loan funded on 17 Jul 2025.

How will Madrigal use the initial $350 million term loan proceeds?

The company repaid $121.6 million outstanding under the 2022 Hercules facility and added cash for general corporate purposes.

What are the key interest terms of the new MDGL credit facility?

Borrowings bear interest at base rate + 3.75% (floor 2.0%) or 3-mo Term SOFR + 4.75% (floor 1.0%), payable quarterly.

When does the new debt mature?

All term loans under the facility mature on 17 July 2030.

Are there financial covenants investors should monitor?

Yes. Madrigal must maintain at least $100 million in unrestricted cash and comply with customary negative covenants.