[Form 4] Pro-Dex Inc New Insider Trading Activity

Rhea-AI Filing Summary

Aureus Greenway Holdings Inc. (AGH) filed an 8-K announcing a $26 million private placement that closed on 25 Jul 2025. Investors purchased 29.89 million shares (or pre-funded warrants) bundled with an equal number of five-year common warrants A (exercise $1.00) and warrants B (exercise $1.25) at an all-in price of $0.87 per unit. Placement agents Revere Securities and Dominari Securities earned an 8 % cash fee ($2.08 million), expense reimbursement of $0.15 million, and 2.39 million five-year warrants exercisable at $1.00.

The deal is exempt from registration under Rule 506(b) and Section 4(a)(2); however, AGH committed to file a resale registration statement within 10 days and seek effectiveness within 45 (75 if fully reviewed) days. A 180-day lock-up restricts additional equity issuance.

Concurrently, certain existing shareholders sold 10 million Series A preferred shares at $0.01 and 4 million common shares at $0.975 to new buyers for a combined $4 million under a separate stock purchase agreement. All transactions include customary reps, warranties, indemnities and cashless exercise provisions capped at 4.99 % (optionally 9.99 %) ownership.

Net proceeds (after fees) are earmarked for working-capital needs. The placement could increase AGH’s fully diluted share count by more than 60 million shares, creating material dilution but materially strengthening liquidity.

Positive

• $26 million gross proceeds enhance liquidity without adding debt obligations.
• Warrants priced above issue price reduce immediate dilution versus deep-in-the-money instruments.
• Fast-track registration rights and 180-day issuance lock may support near-term market stability.

Negative

• Issuance of up to ~60 million new shares (plus 2.4 million agent warrants) could more than double share count, materially diluting existing holders.
• Cashless exercise feature provides no additional capital upon warrant conversion.
• High 8 % placement fee and expenses reduce net proceeds by roughly $2.23 million.
• Preferred stock sold at $0.01 suggests insider-friendly pricing and additional dilution risk.

Insights

Financial Analyst

TL;DR $26 m cash improves liquidity but >60 m potential new shares equate to heavy dilution; overall neutral for valuation.

Liquidity boost: The gross raise equals roughly 30 % of AGH’s recent market cap (~$85 m pre-deal), extending runway for working capital without immediate debt. Dilution: If all securities are exercised, common share count could double, pressuring EPS and voting power. Pricing: The $0.87 issue price is near the prevailing trading range, signalling limited discount but reflects weak demand for straight equity. Warrants priced 15-44 % out-of-the-money add potential upside for investors while capping the cash received until exercised. Lock-up & registration: 180-day issuance lock and fast-track S-1 commitment should support aftermarket stability but also accelerates potential resale. Net take after 8 % fee is about $24 m—sufficient, yet costly.

Risk Analyst

TL;DR High dilution and warrant overhang outweigh liquidity gain—negative risk skew.

Fully diluted exposure could rise by >120 % when including agent warrants and preferred convertibility, creating a long-term supply overhang. The low preferred stock price (<$0.01) suggests insider-favourable terms that may dilute common holders further. Cashless exercise features mean no fresh capital upon warrant conversion. Combined with only a 180-day lock-up, share price volatility is likely. While the raise avoids covenant pressure, the equity structure becomes increasingly complex, complicating valuation and governance.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Domingo Angelita Rebamontan

(Last) (First) (Middle)

2361 MCGAW AVENUE

(Street)

IRVINE CA 92614

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PRO DEX INC [ PDEX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/24/2025		A(1)	V	15	A	$42.34	14,519	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These purchases were made pursuant to an Employee Stock Purchase Plan in exempt transactions pursuant to Rule 16b-3(c) and Rule 16b-3(d).

	/s/ Alisha Charlton as attorney-in-fact for Angelita Domingo	07/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How much capital did Aureus Greenway Holdings (AGH) raise in the July 2025 private placement?

AGH raised $26 million in gross proceeds by selling shares and warrants priced at $0.87 per unit.

What is the potential dilution from the new AGH securities?

If all 29.89 million warrants A, 29.89 million warrants B and pre-funded warrants are exercised, over 60 million additional shares could be issued.

What are the exercise prices and terms of the AGH warrants?

Warrant A: $1.00, Warrant B: $1.25, both cashless, five-year terms with 4.99 % (9.99 % optional) ownership caps.

When will AGH file the resale registration statement for the new shares?

The company must file within 10 days of 23 Jul 2025 and target SEC effectiveness within 45 days (75 days if fully reviewed).

How much did placement agents receive for arranging the financing?

Revere and Dominari Securities earned an 8 % cash fee ($2.08 m), $150 k expense reimbursement and 2.39 million five-year warrants at $1.00.