[SCHEDULE 13G] Milestone Pharmaceuticals Inc. SEC Filing

Rhea-AI Filing Summary

Volato Group, Inc. (SOAR) filed an 8-K announcing it has closed a $3.0 million third tranche of its December 4 2024 Securities Purchase Agreement with an institutional investor. The senior unsecured note carries a 10% original-issue discount; the investor paid $2.7 million for $3.0 million principal, and the note matures on 21 Jul 2026. Like the prior tranches, it is convertible into Class A shares and was issued under the Section 4(a)(2)/Reg D private-placement exemption.

• Total notes issued to date: $9.0 million principal ($4.5 m Initial, $1.5 m Second, $3.0 m Third), all at a 10% OID.
• Cash proceeds received: $8.1 million.
• Coupon: none stated; investor return comes via OID and possible equity conversion.
• Notes are senior, unsecured.

The financing provides near-term liquidity but increases leverage and introduces potential equity dilution if the notes are converted. No earnings or operational updates were provided.

Positive

• Secures $2.7 million fresh cash, enhancing near-term liquidity without immediate equity issuance.
• Convertible, unsecured structure avoids asset liens, preserving operational flexibility.

Negative

• High 10% original-issue discount equates to expensive financing cost.
• Potential share dilution from $9 million aggregate convertible notes may pressure future EPS and valuation.

Insights

Financial Analyst

TL;DR: SOAR secures $3 m more via high-cost convertible debt, boosting liquidity but adding dilution risk.

This third tranche lifts aggregate principal to $9 m, indicating continuing reliance on structured debt to fund operations. The 10% OID implies an 11.1% effective yield before any equity upside for the buyer, signalling limited access to cheaper capital. Absence of collateral keeps flexibility but could raise pricing on future borrowings. Conversion terms are not disclosed here, leaving uncertainty on dilution magnitude, yet the cumulative principal is already material for an emerging-growth issuer. Net cash proceeds of $2.7 m extend runway into 2026; however, maturity stair-steps (Dec-25, Jun-26, Jul-26) create refinancing overhang.

Corporate Finance Specialist

TL;DR: Private Reg D notes supply cash but spotlight SOAR’s capital-structure pressure.

Using sequential tranches allows management to time cash infusions, yet a 10% OID indicates investors demand steep compensation. Senior unsecured status ahead of common equity but behind any secured debt may deter future lenders. The convertible feature could become attractive if share price appreciates, but excessive dilution could cap upside for existing holders. While proceeds may support fleet expansion or working capital, the company must balance growth ambitions with tightening covenants customary in such agreements. Overall impact: strategically useful, financially dilutive, moderately credit-negative.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Milestone Pharmaceuticals Inc.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

59935V107

(CUSIP Number)

07/14/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 59935V107

1

Names of Reporting Persons

Trails Edge Capital Partners, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 8,847,882.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 8,847,882.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,847,882.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IA, PN

Comment for Type of Reporting Person: See Item 4 for additional information.

SCHEDULE 13G

CUSIP No. 59935V107

1

Names of Reporting Persons

Trails Edge Biotechnology Master Fund, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 8,847,882.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 8,847,882.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,847,882.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: See Item 4 for additional information.

SCHEDULE 13G

CUSIP No. 59935V107

1

Names of Reporting Persons

Ortav Yehudai

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 8,847,882.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 8,847,882.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,847,882.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: See Item 4 for additional information.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Milestone Pharmaceuticals Inc.
(b)	Address of issuer's principal executive offices: 1111 Dr. Frederik-Philips Boulevard, Suite 420, Montreal, A8, H4M 2X6
Item 2.
(a)	Name of person filing: This report on Schedule 13G is being filed by Trails Edge Capital Partners, LP, a Delaware limited partnership ("Trails Edge Capital"). Trails Edge Capital is the investment manager to Trails Edge Biotechnology Master Fund, LP, a Cayman Islands limited partnership ("Trails Edge Biotechnology") and Ortav Yehudai ("Mr. Yehudai"), the Chief Investment Officer of Trails Edge Capital. Each of Trails Edge Capital, Trails Edge Biotechnology and Mr. Yehudai are referred to individually as a "Filer" and collectively as the "Filers".
(b)	Address or principal business office or, if none, residence: The address for each Filer is 3455 Peachtree Road NE, 5th Floor, Atlanta, GA 30326.
(c)	Citizenship: See Item 4 of the cover page of each Filer.
(d)	Title of class of securities: Common Shares
(e)	CUSIP No.: 59935V107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: As of July 14, 2025, each Filer may be deemed to beneficially own an aggregate of 8,847,882 common shares, no par value (the "Shares"), of Milestone Pharmaceuticals Inc. (the "Issuer"). The 8,847,882 Shares reported as beneficially owned on this Schedule 13G by each Filer consists of the following: (i) 5,333,333 Shares held directly by Trails Edge Biotechnology, and (ii) 3,514,549 Shares underlying Series A warrants (the "Series A Warrants") held directly by Trails Edge Biotechnology. The securities beneficially owned by each Filer excludes (i) 1,818,784 Shares underlying Series A Warrants, and (ii) 5,333,333 Shares underlying Series B warrants (the "Series B Warrants", and together with the Series A Warrants, the "Warrants"), each of which contain an issuance limitation that prohibits the holder from exercising the Warrants to the extent that after giving effect to such issuance after the exercise, the holder (together with the holder's affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates, including the other Filers) would beneficially own in excess of 9.99% of the Shares outstanding immediately after giving effect to the issuance of the Shares issuable upon exercise of the Warrants. As a result, Trails Edge Biotechnology beneficially owns 9.9% of the outstanding Shares of the Issuer as of July 14, 2025 (the "Event Date"). Trails Edge Capital, as the investment manager to Trails Edge Biotechnology, may be deemed to beneficially own these securities. Mr. Yehudai, as the Chief Investment Officer of Trails Edge Capital, exercises voting and investment discretion with respect to these securities and as such may be deemed to beneficially own 9.9% of the outstanding Shares of the Issuer as of the Event Date. Ownership percentages are based on 84,964,273 Shares reported as issued and outstanding in the Issuer's Rule 44(b)(5) Prospectus Supplement filed with the Securities and Exchange Commission on July 14, 2025.
(b)	Percent of class: 9.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 8,847,882
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 8,847,882
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Trails Edge Capital Partners, LP

Signature:	By: Trails Edge Capital Partners, LLC, GP of Trails Edge Capital Partners, LP /s/ Ortav Yehudai
Name/Title:	Ortav Yehudai / Chief Investment Officer of Trails Edge Capital Partners, LLC
Date:	07/21/2025

Trails Edge Biotechnology Master Fund, LP

Signature:	By: Trails Edge GP, LLC, GP of Trails Edge Biotechnology Fund GP, LP, GP of Trails Edge Biotechnology Master Fund, LP /s/ Ortav Yehudai
Name/Title:	Ortav Yehudai / Chief Investment Officer of Trails Edge GP, LLC
Date:	07/21/2025

Ortav Yehudai

Signature:	/s/ Ortav Yehudai
Name/Title:	Ortav Yehudai / Individual
Date:	07/21/2025

Exhibit Information

Exhibit 1 - Joint Filing Agreement

FAQ

How much new funding did Volato Group (SOAR) raise in the third tranche?

The company received $2.7 million in cash for a $3.0 million principal note.

What is the interest or discount rate on SOAR’s new note?

The note carries a 10% original-issue discount; no stated coupon was disclosed.

When does the third-tranche note mature?

Maturity is July 21, 2026.

Are the notes secured by Volato’s assets?

No, the notes are described as senior unsecured obligations.

Can the investor convert the notes into SOAR common stock?

Yes. All three tranches are convertible into Class A common shares under terms set in the Securities Purchase Agreement.