Newegg Commerce Inc SEC Filings

Newegg Commerce, Inc. (Nasdaq: NEGG) has filed a Rule 424(b)(5) prospectus supplement establishing an at-the-market (ATM) equity program of up to US$65 million in common shares to be executed through Needham & Company. Needham will act as sales agent on a commercially reasonable efforts basis and will receive a 3 % selling commission. Based on the 14 July 2025 closing price of US$36.22, full utilisation would equate to approximately 1.79 million new shares; however, the board has presently authorised the sale of up to 1.0 million shares.

Pro-forma for a full raise, cash and cash equivalents rise from US$96.3 million to US$159.0 million, while total shareholders’ equity increases from US$106.1 million to US$171.1 million. Shares outstanding would expand from 19.48 million to 21.27 million, producing an immediate dilution of US$28.28 per share relative to the referenced market price (US$29.34 dilution if only 1.0 million shares are issued).

Critical governance and concentration risks dominate the filing. Hangzhou Liaison Interactive Information Technology Co., Ltd. (viaDigital Grid) controls 57.3 % of the vote, but all of these shares are pledged to the Bank of China (BOC) to secure delinquent loans totaling RMB 147 million and US$66.5 million. The Hangzhou Intermediate People’s Court has entered a final, non-appealable default judgment, meaning BOC may foreclose at any time, potentially becoming Newegg’s controlling shareholder or liquidating the stake at a steep discount. Separately, founder Fred Chang has pledged 1.94 million shares to East West Bank; EWB has already foreclosed on 0.66 million shares and is pursuing a further 0.95 million. Block sales or forced foreclosures could pressure the share price and trigger changes to board composition and minority-protection provisions.

Proceeds are earmarked for “general corporate purposes and working capital,” affording management broad discretion. The filing reiterates customary forward-looking statements and tax disclosures, and incorporates Newegg’s 2024 Form 20-F and recent Form 6-K by reference.

Newegg Commerce, Inc. (NASDAQ: NEGG) filed a Form 6-K announcing three key developments: (1) a new $65 million At-the-Market (“ATM”) equity program with Needham & Company, (2) preliminary, unaudited half-year 2025 results, and (3) share-foreclosure related governance changes.

Under the ATM Sales Agreement, Newegg may issue common shares from time to time at prevailing market prices, paying the sales agent a 3% commission. The facility offers financing flexibility but could dilute existing shareholders if fully utilized.

For the six months ended 30 June 2025, management projects:

• Net sales: $678.3 – $713.1 million
• GMV: $827.7 – $870.1 million
• Gross profit: $77.6 – $81.6 million
• Net loss: $(1.7) – $(5.7) million
• Adjusted EBITDA: $9.3 – $13.3 million

Separately, East West Bank foreclosed on 662,408 NEGG shares pledged by affiliate Tekhill USA in connection with a delinquent $15 million loan, and may foreclose on an additional 950,000 shares. The sale lowered the “Legacy Shareholders” voting power, reducing their Board designees from three to two. Accordingly, director Fred Faching Chang resigned on 8 July 2025; Greg Moore and Richard Weil remain as minority appointees, with Weil named Primary Minority Board Appointee.

Investors should weigh the potential dilution and share-overhang risk against signs of improving underlying profitability (positive Adjusted EBITDA) ahead of the full half-year report expected around 21 August 2025.

Schedule 13D/A Amendment No. 2 Overview (NEGG): Vladimir and Angelica Galkin, together with the Angelica Galkin Revocable Trust, have updated their beneficial ownership disclosure for Newegg Commerce, Inc.

• Current ownership: 2,222,222 common shares, equal to 11.4 % of Newegg’s 19.48 million outstanding shares.
• Structural change: On 10 July 2025 the Trust transferred its entire position to a joint brokerage account held by the Galkins. The Trust therefore ceased to be a >5 % holder; the married couple now reports joint, shared voting and dispositive power.
• Cost basis & cash flows: Approx. US$21.98 million used to acquire the stake; the Trust realised US$2.39 million from the open-market sale of 161,274 shares over the last 60 days. No margin debt is currently pledged against the joint account.
• Reporting persons: Both are U.S. citizens. Vladimir Galkin (Co-Founder & Executive Chairman of HUBX, LLC) and Angelica Galkin invest primarily in securities and real estate; the Trust is an estate-planning vehicle with Angelica as sole trustee and beneficiary.
• No adverse history: The filers state that none has been convicted of criminal or civil securities violations within the past five years.

Implications for investors: The couple remains a significant insider with more than one-tenth of outstanding equity, but the form of ownership has shifted from a trust to a personal joint account. While the 0.8 % sale (161 k shares) modestly reduced the position, the large residual stake suggests continued alignment with minority shareholders. No strategic intentions or activist plans are disclosed, and no new contracts or pledges were created.

Newegg Commerce, Inc. (NEGG) – Form 4 insider activity

Directors and 10% owners Vladimir and Angelica Galkin reported two open-market purchases executed through the Angelica Galkin Revocable Trust:

• 8 Jul 2025: 64,199 common shares at a volume-weighted average price of $18.10 (range $18.08-$18.10).
• 9 Jul 2025: 57,920 common shares at a volume-weighted average price of $21.77 (range $21.63-$21.79).

The combined 122,119-share purchase represents an outlay of roughly $2.4 million and raises the Galkins’ indirect holdings to 2,222,222 shares—maintaining their >10% ownership stake. Footnote 3 discloses that on 10 Jul 2025 the Revocable Trust transferred its entire stake to a joint account held directly by the Galkins, leaving their economic exposure unchanged but shifting the ownership form from trust to personal account.

No sales or derivative transactions were reported. The successive buys at rising prices may be viewed by investors as a positive confidence signal from substantial insiders.

Newegg Commerce, Inc. (NEGG) – Schedule 13D/A, Amendment No. 1 (filed 07/10/2025)

The filing updates the ownership position of three related reporting persons—Vladimir Galkin, Angelica Galkin, and the Angelica Galkin Revocable Trust. Collectively, they now beneficially own 2,222,222 common shares of Newegg Commerce, Inc., representing 11.4 % of the company’s 19,478,394 shares outstanding as reported in Newegg’s 2024 Form 20-F.

Voting and dispositive power over the entire block is shared among the two individuals and the trust; none of the parties reports sole voting or dispositive authority. The trust is the legal holder of the shares, with Angelica Galkin serving as sole trustee and beneficiary.

Total consideration paid: approximately $21.98 million. The trust used cash from its capital account as well as margin borrowings obtained in the ordinary course of business. Because additional securities serve as collateral, the exact level of margin applied to the NEGG position cannot be determined from the filing.

The filing contains no disclosure of legal proceedings, no sales within the past 60 days, and no plans or proposals regarding corporate actions. A joint-filing agreement is included as Exhibit A, and the transaction history is provided in Schedule A.

Key takeaway: An affiliated group has accumulated an 11.4 % stake, making it one of Newegg’s largest identified shareholders, a potentially influential position for future governance matters.

Form 3 filing date: July 1, 2025 (event date June 30, 2025). The filing discloses the initial beneficial ownership of Newegg Commerce, Inc. (NASDAQ: NEGG) shares by three related reporting persons: Vladimir Galkin, Angelica Galkin, and the Angelica Galkin Revocable Trust dated April 21, 2018.

Key holdings: The Trust owns 2,100,000 shares of NEGG common stock. This represents a 10%+ ownership position in the company. All three filers may be deemed to share voting and disposition power, with Angelica Galkin delegating those rights to Vladimir Galkin.

Ownership form: The stake is reported as indirect ("I") through the Trust. No derivative securities are reported in Table II, and the filing does not involve any purchase, sale, or option exercise—only the declaration of existing ownership.

Implications for investors: A double-digit insider ownership stake often signals alignment between insiders and outside shareholders, but the Form 3 itself is disclosure-only and does not modify the company’s capital structure or introduce new financing events.

GeneDx Holdings Corp. (WGS) – Form 144 insider selling notice. The filing discloses that Katherine Stueland intends to sell a total of 29,302 Class A common shares on or around 1 July 2025. The sales will be executed through two brokers—Morgan Stanley Smith Barney (16,425 shares) and Merrill Lynch (12,877 shares)—on the NASDAQ.

The aggregate market value of the planned sale is stated at $2.69 million, based on the prices implied in the notice. GeneDx reports 28,723,440 shares of Class A common stock outstanding, so the planned disposition represents roughly 0.10 % of the float.

The shares were originally acquired via restricted stock unit (RSU) grants dated 2 May 2022, 9 Dec 2022 and 26 Apr 2023, matching exactly the number now slated for sale. The filer affirms that no material non-public adverse information is known at the time of the notice.

Recent insider activity: The same individual sold 62,888 shares in four transactions between 9 Apr 2025 and 16 Jun 2025, generating $5.36 million in gross proceeds. Combining completed and proposed transactions, insider sales over the recent three-month window would total 92,190 shares, or about 0.32 % of shares outstanding.

Investor takeaway: While the absolute percentage of shares is small, the continued pattern of insider selling—particularly by a named executive—can be interpreted as a modest negative sentiment signal. No financial performance data accompanies the filing, and the sale is conducted under standard Rule 144 provisions, suggesting it is a routine liquidity event rather than a corporate action.

Newegg Commerce has reported a significant ownership stake through a Schedule 13G/A filing dated June 28, 2025. The Galkin family, through the Angelica Galkin Revocable Trust, holds 1,944,444 shares representing a 9.98% ownership stake in the company.

Key details of the filing:

• Vladimir Galkin and Angelica Galkin jointly share voting and dispositive power over all reported shares
• The shares are held through the Angelica Galkin Revocable Trust, dated April 21, 2018
• Angelica Galkin serves as the sole trustee and beneficiary of the trust
• The percentage is calculated based on 19,478,394 outstanding shares as of December 31, 2024
• The filing confirms the securities were not acquired to influence or change control of the issuer

This amended filing (Amendment No. 3) provides updated ownership information under Rule 13d-1 of the Securities Exchange Act of 1934, with all three reporting persons maintaining their significant but non-controlling position in Newegg Commerce.

A Schedule 13G/A filing reveals that Vladimir Galkin and Angelica Galkin, through the Angelica Galkin Revocable Trust, jointly own 1,579,051 shares of Newegg Commerce, representing an 8.1% ownership stake in the company. This is based on 19,478,394 outstanding shares as of December 31, 2024.

Key details of the ownership structure:

• The shares are held by the Angelica Galkin Revocable Trust, dated April 21, 2018
• Angelica Galkin serves as the sole trustee and beneficiary of the trust
• Both Vladimir and Angelica Galkin share voting and dispositive power over all reported shares
• Neither individual maintains sole voting or dispositive power over any shares

The filing certifies that the securities were not acquired to influence control of Newegg Commerce or in connection with any transaction having such purpose. The reporting persons are U.S. citizens residing in Miami, Florida.