NEUE Form 4: Warrant exercises, share cancellations tied to Oct 2, 2025 merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Insider activity shows multiple warrant exercises, cashless conversions and a merger-related cancellation on 10/02/2025. Scott D. Sandell, reporting as manager of several NEA entities, reported a series of transactions that include warrant exercises at a $0.01 exercise price, cashless net exercises based on a $6.75 per-share fair market value, and large cancellations of common and preferred shares following a rollover into NH Holdings 2025 SPV, L.P.
The filing discloses that Merger Sub merged into the issuer on 10/02/2025, after which contributed shares of Common Stock, Series A and Series B Preferred Stock were cancelled and exchanged for limited partnership interests in the Ultimate Parent, leaving zero direct shares for the reported interests in several lines. Reported indirect holdings before and after transactions are provided by NEA-related entities.
Positive
- Warrants exercised at a low strike ($0.01), minimizing incremental cash paid for conversions
- Cashless net exercise used based on a $6.75 market price, reducing immediate cash transfer
Negative
- Contributed and cancelled public shares due to rollover into Ultimate Parent, reducing publicly held equity representation
- Form 4 reports zero direct common shares for several holdings post‑transaction, indicating reduced direct public ownership
Insights
Large rollover and cancellation reflect control reorganization tied to the merger.
The reported transactions state that, pursuant to the merger effective 10/02/2025, the Reporting Persons contributed Common Stock and Series A/B Preferred Stock into the Ultimate Parent and those equity interests were cancelled in exchange for limited partnership interests. This moves economic exposure from public equity into private limited‑partnership interests.
This structure shifts voting and ownership from publicly held shares to the Ultimate Parent; monitor any future filings that disclose ownership percentages or changes in control over the next 12 months.
Multiple warrant exercises and cashless net exercises used to settle warrants at $6.75 per share.
The Form 4 records warrant exercises at a nominal $0.01 strike and cashless net exercises that surrendered shares based on a closing price of $6.75 on 10/01/2025. Several warrants became fully exercisable on 10/02/2025.
These actions increased reported underlying common shares before the merger and then resulted in cancellations; watch for any future disclosures of dilution, outstanding warrant counts, or post‑merger equity schedules over the next quarter.
Insider Trade Summary
Net Seller: 4,195 shares ($28,316)
Net Sell
40 txns
Insider
SANDELL SCOTT D
Role
Director, 10% Owner
Sold
4,195 shs ($28K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| X | Warrant (Right to Buy) | 189,195 | $0.00 | -- |
| Grant/Award | Warrant (Right to Buy) | 434,297 | $0.00 | -- |
| Exercise | Warrant (Right to Buy) | 434,297 | $0.00 | -- |
| X | Warrant (Right to Buy) | 189,195 | $0.00 | -- |
| Grant/Award | Warrant (Right to Buy) | 372,255 | $0.00 | -- |
| Exercise | Warrant (Right to Buy) | 372,255 | $0.00 | -- |
| X | Warrant (Right to Buy) | 189,195 | $0.00 | -- |
| Grant/Award | Warrant (Right to Buy) | 186,128 | $0.00 | -- |
| Exercise | Warrant (Right to Buy) | 186,128 | $0.00 | -- |
| Disposition | Series A Convertible Perpetual Preferred Stock | 75,000 | $0.00 | -- |
| Disposition | Series B Convertible Perpetual Preferred Stock | 37,700 | $0.00 | -- |
| X | Warrant (Right to Buy) | 1,656,789 | $0.00 | -- |
| X | Warrant (Right to Buy) | 607,536 | $0.00 | -- |
| Grant/Award | Warrant (Right to Buy) | 124,085 | $0.00 | -- |
| Exercise | Warrant (Right to Buy) | 124,085 | $0.00 | -- |
| Disposition | Series A Convertible Perpetual Preferred Stock | 125,000 | $0.00 | -- |
| Disposition | Series B Convertible Perpetual Preferred Stock | 100,000 | $0.00 | -- |
| X | Common Stock | 189,195 | $0.01 | $2K |
| Sale | Common Stock | 280 | $6.75 | $2K |
| Exercise | Common Stock | 434,297 | $0.01 | $4K |
| Tax Withholding | Common Stock | 643 | $6.75 | $4K |
| Disposition | Common Stock | 1,960,591 | $0.00 | -- |
| Disposition | Common Stock | 43,678 | $0.00 | -- |
| X | Common Stock | 189,195 | $0.01 | $2K |
| Sale | Common Stock | 280 | $6.75 | $2K |
| Exercise | Common Stock | 372,255 | $0.01 | $4K |
| Tax Withholding | Common Stock | 551 | $6.75 | $4K |
| Disposition | Common Stock | 1,159,683 | $0.00 | -- |
| X | Common Stock | 189,195 | $0.01 | $2K |
| Sale | Common Stock | 280 | $6.75 | $2K |
| Exercise | Common Stock | 186,128 | $0.01 | $2K |
| Tax Withholding | Common Stock | 276 | $6.75 | $2K |
| Disposition | Common Stock | 674,554 | $0.00 | -- |
| X | Common Stock | 1,656,789 | $0.01 | $17K |
| Sale | Common Stock | 2,455 | $6.75 | $17K |
| X | Common Stock | 607,536 | $0.01 | $6K |
| Sale | Common Stock | 900 | $6.75 | $6K |
| Exercise | Common Stock | 124,085 | $0.01 | $1K |
| Tax Withholding | Common Stock | 182 | $6.75 | $1K |
| Disposition | Common Stock | 2,384,873 | $0.00 | -- |
Holdings After Transaction:
Warrant (Right to Buy) — 0 shares (Indirect, See Note 1);
Series A Convertible Perpetual Preferred Stock — 0 shares (Indirect, See Note 6);
Series B Convertible Perpetual Preferred Stock — 0 shares (Indirect, See Note 6);
Common Stock — 1,527,217 shares (Indirect, See Note 1)
Footnotes (1)
- The Reporting Person is a manager of NEA 15 GP, LLC ("NEA 15 GP"), which is the sole general partner of NEA Partners 15, L.P. ("NEA Partners 15"). NEA Partners 15 is the sole general partner of New Enterprise Associates 15, L.P. ("NEA 15"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 15 in which the Reporting Person has no pecuniary interest. Represents the cashless net exercise of a warrant through the surrender of shares to the Issuer based on a fair market value of $6.75 per share, the closing market price of the Issuer's common stock on October 1, 2025. Pursuant to the Agreement and Plan of Merger, dated as of December 23, 2024, by and among the Issuer, NH Holdings 2025, Inc. ("Parent") and NH Holdings Acquisition 2025, Inc. ("Merger Sub"), on October 2, 2025, Merger Sub merged with and into the Issuer with the Issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger"). Pursuant to rollover agreements entered into between certain of the Reporting Persons and NH Holdings 2025 SPV, L.P. ("Ultimate Parent"), Parent and Merger Sub, each share of the Issuer's Common Stock, Series A Convertible Perpetual Preferred Stock ("Series A Preferred Stock") and Series B Convertible Perpetual Preferred Stock ("Series B Preferred Stock") beneficially owned by the Reporting Persons was contributed to Ultimate Parent in exchange for limited partnership interests in Ultimate Parent. Each such share of the Issuer's Common Stock, Series A Preferred Stock and Series B Preferred Stock was then cancelled and ceased to exist. The Reporting Person is a manager of NEA 15 GP, which is the sole general partner of NEA Partners 15-OF, L.P. ("NEA Partners 15-OF"). NEA Partners 15-OF is the sole general partner of NEA 15 Opportunity Fund, L.P. ("NEA 15-OF"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 15-OF in which the Reporting Person has no pecuniary interest. The Reporting Person is a manager of NEA 16 GP, LLC, which is the sole general partner of NEA Partners 16, L.P. ("NEA Partners 16"). NEA Partners 16 is the sole general partner of New Enterprise Associates 16, L.P. ("NEA 16"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 16 in which the Reporting Person has no pecuniary interest. The Reporting Person is a manager of NEA 17 GP, LLC, which is the sole general partner of NEA Partners 17, L.P. ("NEA Partners 17"). NEA Partners 17 is the sole general partner of New Enterprise Associates 17, L.P. ("NEA 17"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 17 in which the Reporting Person has no pecuniary interest. The Reporting Person is a manager of NEA 18 VGE GP, LLC, which is the sole general partner of NEA Partners 18 VGE, L.P. ("NEA Partners 18 VGE"). NEA Partners 18 VGE is the sole general partner of NEA 18 Venture Growth Equity, L.P. ("NEA 18 VGE"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 18 VGE in which the Reporting Person has no pecuniary interest. The warrants became exercisable as to 123,729 shares on April 30, 2024, 1,733 shares on June 21, 2024, 61,865 shares on October 2, 2024 and 1,868 shares on September 26, 2025. Warrants issued pursuant to the Warrantholders Agreement, dated September 30, 2025 between the Issuer and the holders listed on Schedule 1 thereto, and the Credit Agreement, dated August 4, 2023, as amended by that certain Incremental Amendment No. 1, dated as of October 2, 2023, that certain Incremental Amendment No. 2, dated as of April 8, 2024, that certain Amendment No. 3, dated as of June 21, 2024, that certain Amendment No. 4, dated as of October 29, 2024, and that certain Amendment No. 5, dated as of September 30, 2025, between the Issuer and the lenders thereto. The warrants became fully exercisable on October 2, 2025. The Series A Preferred Stock was convertible into the number of shares of the Issuer's Common Stock equal to the quotient of (a) the sum of (i) the liquidation preference (initially $1,000 per share) plus (ii) the accrued dividends thereon as of the conversion date, divided by (b) the conversion price (initially approximately $4.55 per share) as of the conversion date, subject to anti-dilution adjustments. The Series A Preferred Stock was convertible at any time and had no expiration date, subject to the Issuer's election to convert or redeem all of the Series A Preferred Stock upon the occurrence of certain conditions. The Series B Preferred Stock was convertible into the number of shares of the Issuer's Common Stock equal to the quotient of (a) the sum of (i) the liquidation preference (initially $1,000 per share) plus (ii) the accrued dividends thereon as of the conversion date, divided by (b) the conversion price (initially approximately $1.4169 per share) as of the conversion date, subject to anti-dilution adjustments. The Series B Preferred Stock was convertible at any time and had no expiration date, subject to the Issuer's election to convert or redeem all of the Series B Preferred Stock upon the occurrence of certain conditions. The warrants became exercisable as to 828,395 shares on August 29, 2023, 552,263 shares on September 18, 2023, 100,606 shares on November 1, 2023 and 175,525 shares on December 20, 2023. The warrants became exercisable as to 371,187 shares on April 30, 2024, 28,399 shares on June 21, 2024, 185,595 shares on October 2, 2024 and 22,355 shares on September 26, 2025.
FAQ
What transactions did the NEUE Form 4 filed by Scott D. Sandell report on 10/02/2025?
The filing reports multiple warrant exercises (some at $0.01), cashless net exercises based on $6.75 per share, and contribution/cancellation of Common Stock and Series A/B Preferred Stock in connection with a merger effective 10/02/2025.
Did the reporting person retain direct ownership of NEUE common stock after 10/02/2025?
The Form 4 shows zero direct common shares for the reported lines after the merger-related cancellations; holdings are reported indirectly through NEA-related entities or as limited partnership interests.
What price was used for the cashless net exercise in the Form 4?
The cashless net exercise used a fair market value of $6.75 per share, the closing price on 10/01/2025, according to the filing.
Are warrants still outstanding after the transactions noted on the Form 4?
The Form 4 lists multiple warrants and their exercisability dates; some warrants were exercised and some remained as underlying instruments with stated exercisable amounts and expiration dates (including warrants exercisable through 10/02/2030 for certain tranches).