[8-K] Transocean LTD. Reports Material Event

Rhea-AI Filing Summary

On 30 Jun 2025 HeartCore Enterprises (Nasdaq: HTCR) obtained written consent from holders of 59.55% of its voting power to approve two material actions without a meeting:

• Financing approvals (Nasdaq Rules 5635(b)&(d)) – The company may issue ≥20% of its common stock through a two-part deal with Crom Structured Opportunities Fund I, LP. (1) It sold 2,000 Series A Convertible Preferred shares for $2 m and issued 750,000 commitment shares. The preferred pays 10% annual dividends and converts at 90% of the average of the two lowest VWAPs in the prior five trading days, subject to a 4.99% ownership cap and an aggregate 19.99% Exchange Cap until stockholder approval becomes effective. (2) An Equity Purchase Agreement (ELOC) lets Crom buy up to $25 m of common stock in periodic “advances” (minimum $25k, maximum $500k or 50% of recent trading value) through 30 Jun 2027; HeartCore will issue an additional $250k of commitment shares. Both agreements could constitute a Nasdaq change-of-control.
• Reverse stock split – The board may effect a split between 1-for-2 and 1-for-30, with fractional shares rounded up, to increase the share price and protect listing status.

The information statement will be mailed in July 2025; actions may not take effect until 20 days thereafter and can be abandoned by the board at its discretion.

Positive

• Access to up to $25 m in equity capital via ELOC enhances funding flexibility through 2027.
• Immediate $2 m cash infusion from Series A preferred strengthens liquidity.
• Reverse split authority aims to preserve Nasdaq listing and broaden institutional interest.
• 4.99% ownership cap limits any single investor’s voting power, reducing change-of-control risk during issuance phase.

Negative

• Potentially massive dilution well above 20% once Exchange Cap lifted, pressuring EPS and share price.
• Conversion at 90% of low VWAP plus 10% dividend creates continuous discount selling pressure.
• Reverse split risk of reduced liquidity and post-split price declines.
• Governance concerns from approving transactions without minority shareholder vote.

Insights

Financial Analyst

TL;DR: Dilutive financing adds up to $27 m liquidity but at steep discount; reverse split targets Nasdaq compliance.

The SPA/ELOC package provides immediate $2 m cash and access to another $25 m on flexible terms, strengthening HeartCore’s balance sheet. However, the 10% dividend, 90%-of-VWAP conversion, and commitment shares make the cost of capital high and heavily dilutive once the 19.99% cap is lifted. The 4.99% beneficial-ownership limit mitigates single-holder control but not aggregate dilution. A wide 1:2–1:30 reverse split range signals management’s need to regain the $1 bid price, yet splits often pressure share prices post-implementation. Overall impact is capital-positive but valuation-negative; I classify it as neutral.

Corporate Governance Expert

TL;DR: Majority insiders pushed through highly dilutive measures without minority vote, raising governance concerns.

CEO Yamamoto and Director Sadasivam control 59.55% of votes and used Section 228 written consent to bypass a shareholder meeting. While legal, this eliminates minority input on a transaction that could shift control to an outside fund and massively expand share count. The reverse split further concentrates decision power in the board’s hands. Such actions can erode investor confidence and raise proxy-advisory red flags. Governance impact: negative.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of report (date of earliest event reported): July 22, 2025

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TRANSOCEAN LTD.

(Exact name of Registrant as specified in its charter)

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Switzerland		001-38373		98-0599916
(State or other jurisdiction of	​	(Commission	​	(I.R.S. Employer
incorporation or organization)	​	File Number)	​	Identification No.)

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Turmstrasse 30		​
Steinhausen, Switzerland	​	CH-6312
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(Address of principal executive offices)	​	(zip code)

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Registrant’s telephone number, including area code: +41 (41) 749-0500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act
Title of each class	Trading Symbol	Name of each exchange on which registered:
Shares, $0.10 par value	RIG	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 3.02Unregistered Sales of Equity Securities

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The information included under Item 8.01 is incorporated herein by reference.

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Item 8.01Other Events

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As previously announced, a subsidiary of Transocean Ltd. (the “Company”) entered into separate, individually negotiated agreements on June 19, 2025 (as amended, the “Exchange Agreements”) with certain holders (the “EB Holders”) of its 4.0% Senior Guaranteed Exchangeable Bonds due 2025 (the “Exchangeable Bonds”) as part of ongoing efforts to optimize the Company’s capital structure. The transactions contemplated by the Exchange Agreements closed on July 22, 2025.

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Under the terms of the Exchange Agreements, the EB Holders exchanged an aggregate principal amount of approximately $157 million of Exchangeable Bonds for an aggregate amount of approximately 59 million shares, $0.10 par value, of the Company (“Shares”) and an aggregate cash payment of an immaterial amount for accrued and unpaid interest on the exchanged Exchangeable Bonds. Immediately following the closing of the transactions contemplated by the Exchange Agreements, approximately $77 million in aggregate principal amount of the Exchangeable Bonds remained outstanding.

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The issuances of Shares described above are exempt pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, which exempts transactions by an issuer not involving a public offering.

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Item 9.01  Financial Statements and Exhibits

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(d)  Exhibits.

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​	​	​
Exhibit No.		Description
101	​	Interactive data files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language
104	​	Cover Page Interactive Data File (formatted as inline XBRL).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

​	TRANSOCEAN LTD.
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Date: July 22, 2025	By:	/s/ Daniel Ro-Trock
​	​	Daniel Ro-Trock
​	​	Authorized Person

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FAQ

How much new capital can HeartCore Enterprises (HTCR) raise under the Equity Purchase Agreement?

The investor may buy up to $25 million of common stock in periodic advances through 30 June 2027.

What are the key terms of the Series A Convertible Preferred Stock?

HeartCore issued 2,000 shares for $2 m, paying 10% annual dividends and convertible at 90% of the two-lowest 5-day VWAPs, subject to a 4.99% ownership cap.

What reverse stock split ratio did HTCR approve?

The board may implement a split between 1-for-2 and 1-for-30; the exact ratio is at its discretion.

Why was shareholder approval needed under Nasdaq Rules 5635(b) and 5635(d)?

Because the financing could issue ≥20 % of outstanding shares and may trigger a change of control.

When will the approved actions become effective?

Not earlier than 20 days after the information statement is mailed in July 2025; the board may still abandon them.