[144] Nvidia Corp SEC Filing

Rhea-AI Filing Summary

Empire Petroleum (NYSE American: EP) filed an 8-K announcing the commencement of a $5.0 million registered rights offering, which includes $2.5 million to be raised immediately through unit subscriptions and another $2.5 million possible upon warrant exercise.

Shareholders of record on 10 July 2025 will receive one non-transferable subscription right per common share. Each right allows purchase of one unit at $5.30; every unit contains 0.0139 common shares and a warrant exercisable for 0.136 common shares. Rights must be exercised by 5:00 p.m. ET on 25 July 2025, while the warrants expire 90 days after the rights offering closes. An oversubscription privilege lets fully-participating holders acquire additional unsubscribed units on a pro-rata basis. No fractional shares will be issued.

Legal opinion (Exhibit 5.1), subscription documents (Exhibits 99.1-99.6) and a press release (Exhibit 99.7) accompany the filing. The company did not disclose specific use of proceeds beyond general corporate purposes.

Investor takeaways: (1) The raise bolsters near-term liquidity without incurring debt. (2) Full subscription and warrant exercise will increase share count, producing dilution for non-participating holders. (3) Non-transferable rights and a short exercise window could limit participation, magnifying dilution risk for passive investors.

Positive

• Improved liquidity: Up to $5.0 million in fresh equity capital strengthens cash position without adding debt.
• Shareholder participation: All existing holders receive rights and an oversubscription privilege, allowing maintenance of ownership percentage if they invest.

Negative

• Dilution risk: Full subscription plus warrant exercise will expand share count, reducing EPS for non-participating shareholders.
• Non-transferable rights: Inability to sell rights limits flexibility and may lower participation, increasing dilution concentration.
• Short exercise periods: 15-day rights window and 90-day warrant life compress decision timelines and introduce execution uncertainty.

Insights

Financial Analyst

TL;DR: $5 m rights offering provides cash but modest dilution; net impact likely neutral given small size relative to float.

The transaction represents roughly a mid-single-digit percentage of Empire Petroleum’s market capitalisation, supplying inexpensive equity capital without additional leverage. Because every shareholder receives rights, the offer is shareholder-friendly, yet non-participating investors will face dilution from up to 0.1499 new shares per unit once warrants are exercised. Strong take-up would limit dilution, while low participation could leave the company short of funds. Overall liquidity improves, balance-sheet risk declines, and no covenants are added, balancing the dilution downside – hence a neutral outlook.

Portfolio Manager

TL;DR: Dilutive equity raise flags funding need; non-transferable rights pressure holders, skewing risk–reward negatively.

The structure forces shareholders to supply fresh capital or accept dilution, suggesting limited alternative financing options. The unit’s minuscule initial share component (0.0139 shares) combined with a sizeable warrant (0.136 shares) heavily back-ends dilution into the next quarter. The rapid 15-day subscription and 90-day warrant windows create execution risk. Absent clear disclosure of proceeds deployment, the capital raise is a stop-gap rather than strategic growth funding. For portfolio construction, the potential dilution outweighs modest liquidity improvement, warranting a cautious stance.

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
Common	Rockefeller Capital Management Two Embarcadero Center Suite 232 San Francisco CA 94111	49131	7999866.30	24400000000	07/10/2025	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 *
Common	08/12/2004	Stock Options	NVDA			49131	08/12/2004	cash/check

* 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
Rosemary and A Brooke Seawell Rev Trust 2788 San Tomas Expressway Santa Clara CA 95051	NVIDIA	06/20/2025	55282	7999885.00
Rosemary and A Brooke Seawell Rev Trust 2788 San Tomas Expressway, Santa Clara CA 95051	NVIDIA	06/23/2025	55681	7999891.98
Rosemary and A Brooke Seawell Rev Trust 2788 San Tomas Expressway Santa Clara CA 95051	NVIDIA	06/24/2025	54467	7999955.57
Rosemary and A Brooke Seawell Rev Trust 2788 San Tomas Expressway, Santa Clara CA 95051	NVIDIA	06/25/2025	52774	7999942.26
Rosemary and A Brooke Seawell Rev Trust 2788 San Tomas Expressway,, Santa Clara CA 95051	NVIDIA	06/26/2025	51455	7999881.09
Rosemary and A Brooke Seawell Rev Trust 2788 San Tomas Expressway Santa Clara CA 95051	NVIDIA	06/27/2025	50980	7999859.69
Rosemary and A Brooke Seawell Rev Trust 2788 San Tomas Expressway, Santa Clara CA 95051	NVIDIA	06/30/2025	50912	799892.30
Rosemary and A Brooke Seawell Rev Trust 2788 San Tomas Expressway Santa Clara CA 95051	NVIDIA	07/01/2025	51740	7999955.78
Rosemary and A Brooke Seawell Rev Trust 2788 San Tomas Expressway Santa Clara CA 95051	NVIDIA	07/02/2025	51411	7999918.62
Rosemary and A Brooke Seawell Rev Trust 2788 San Tomas Expressway Santa Clara CA 95051	NVIDIA	07/07/2025	50514	7999870.61
Rosemary and A Brooke Seawell Rev Trust 2788 San Tomas Expressway Santa Clara CA 95051	NVIDIA	07/08/2025	50300	7999967.12
Rosemary and A Brooke Seawell Rev Trust 2788 San Tomas Expressway, Santa Clara CA 95051	NVIDIA	07/10/2025	48971	7999962.35

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 is the size of Empire Petroleum's (EP) rights offering?

The company seeks to raise $5.0 million, with $2.5 million from unit subscriptions and $2.5 million from warrant exercises.

When are the record and expiration dates for EP's rights offering?

The record date is 10 July 2025; rights must be exercised by 5:00 p.m. ET on 25 July 2025.

What does each subscription unit include and cost?

For $5.30 a unit, investors receive 0.0139 common shares plus a warrant to buy 0.136 common shares.

Is there an oversubscription privilege in the EP rights offer?

Yes. Shareholders fully exercising their basic rights may purchase additional units at the same price, allocated pro-rata from any unsubscribed units.

When do the warrants issued by Empire Petroleum expire?

The warrants expire 90 days after the rights offering’s 25 July 2025 expiration date.