RedCloud issues 74K shares to CEO at $2.50
RedCloud Holdings plc (RCT) issued 74,000 new ordinary shares to Chief Executive Officer Justin Floyd in a private placement to offset financial liabilities owed to him.
Rhea-AI Filing Summary
RedCloud Holdings plc (RCT) issued 74,000 new ordinary shares to Chief Executive Officer Justin Floyd in a private placement to offset financial liabilities owed to him. The shares, with par value £0.002, were priced at $2.50 per share, a substantial premium to the September 21, 2026 closing price, for an aggregate subscription price of $185,000.
The aggregate subscription price was settled by setting off existing financial liabilities of RedCloud to Mr. Floyd, which were fully satisfied and irrevocably discharged when the Offering closed on September 22, 2026. The unregistered shares were issued in reliance on the Section 4(a)(2) exemption under the Securities Act.
Positive
- None.
Negative
- None.
Key Figures
Shares issued: 74,000 ordinary shares
Subscription price per share: $2.50 per share
Aggregate subscription price: $185,000
+2 more
5 metrics
Shares issued
74,000 ordinary shares
Number of RedCloud shares issued to CEO in the private placement
Subscription price per share
$2.50 per share
Price paid by CEO for each newly issued ordinary share
Aggregate subscription price
$185,000
Total consideration for 74,000 shares issued to CEO
Par value per share
£0.002 per share
Par value of RedCloud ordinary shares issued in the transaction
Closing date of Offering
September 22, 2026
Date on which the private placement closed and liabilities were discharged
Key Terms
private placement, set-off agreement, Section 4(a)(2), Registration Statement on Form F-3, +1 more
5 terms
private placement financial
"its unregistered ordinary shares to Mr. Floyd in a private placement at a price"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
set-off agreement financial
"entered into a subscription agreement and a set-off agreement with Justin"
A set-off agreement is a contract between two parties that lets them cancel out mutual debts so only the net balance is paid. It works like balancing a shared checkbook: if each side owes the other, they agree to offset those amounts rather than making separate full payments. For investors, this matters because set-off clauses change counterparty credit exposure and can affect how much money is recoverable if one side becomes insolvent.
Section 4(a)(2) regulatory
"in reliance upon an exemption from registration under the Securities Act pursuant to Section 4(a)(2)"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
Registration Statement on Form F-3 regulatory
"incorporated by reference into the Company’s Registration Statement on Form F-3"
A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.
forward-looking statements regulatory
"This Form 6-K contains forward-looking statements that involve risks and"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What transaction did RedCloud Holdings plc (RCT) announce in this Form 6-K?
RedCloud announced a private placement issuing 74,000 ordinary shares to its CEO, Justin Floyd, at $2.50 per share, with the $185,000 subscription price used to offset financial liabilities the company owed to him, fully satisfying those obligations on September 22, 2026.
What is the total value of RedCloud’s private placement to its CEO?
The private placement to RedCloud’s CEO has an aggregate subscription price of $185,000, calculated as 74,000 ordinary shares at $2.50 per share. This amount was applied by RedCloud to offset and discharge financial liabilities owed to Justin Floyd.
How was the subscription price paid in RedCloud’s transaction with its CEO?
The $185,000 aggregate subscription price was paid by offsetting financial liabilities of RedCloud Holdings plc to Chief Executive Officer Justin Floyd. Upon closing on September 22, 2026, those liabilities were fully satisfied and irrevocably discharged.
AI-generated analysis. How Rhea-AI works. Not financial advice.
