Shareholder plans Rule 144 sale of 200,000 shares
A selling security holder plans to dispose of 200,000 shares of common stock of the issuer through transactions on the NYSE, with an indicated aggregate market value of $4,850,000.00.
Rhea-AI Filing Summary
A selling security holder plans to dispose of 200,000 shares of common stock of the issuer through transactions on the NYSE, with an indicated aggregate market value of $4,850,000.00. The shares are proposed to be sold beginning on 07/29/2026, with 20,738,226 shares of common stock stated as outstanding.
The shares to be sold were acquired in several transactions, including private placements of Series D and Series E convertible preferred stock on 02/10/2023 and 03/06/2025, respectively, which converted into common stock upon the IPO closing on 08/01/2025, with the holding period tacking under Rule 144(d)(3)(ii). An additional 100,000 shares were purchased in the issuer’s registered IPO on 08/01/2025 at $15.00 per share as control securities.
Positive
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Negative
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Key Figures
Shares to be sold: 200000 shares
Aggregate market value: $4,850,000.00
Shares outstanding: 20,738,226 shares
+4 more
7 metrics
Shares to be sold
200000 shares
Common stock proposed for sale under Rule 144
Aggregate market value
$4,850,000.00
Estimated value of 200,000 shares to be sold
Shares outstanding
20,738,226 shares
Common stock outstanding as referenced in the notice
Series D conversion shares
1,743,156 shares
Common stock from Series D preferred private placement on 02/10/2023
Series E conversion shares
537,326 shares
Common stock from Series E preferred private placement on 03/06/2025
IPO purchase
100,000 shares at $15.00 per share
Control securities purchased in the issuer’s IPO on 08/01/2025
Proposed sale start date
07/29/2026
Date from which sales under Rule 144 may begin
Key Terms
Rule 144(d)(3)(ii), Series D convertible preferred stock, Series E convertible preferred stock, control securities, +2 more
6 terms
Rule 144(d)(3)(ii) regulatory
"Holding period tacks under Rule 144(d)(3)(ii)."
Series D convertible preferred stock financial
"Private placement of Series D convertible preferred stock; converted into common"
Series D convertible preferred stock is a class of shares issued in a later-stage funding round that gives holders priority over common shareholders for payouts and often a fixed dividend, while including an option to convert those shares into common stock. It matters to investors because it affects who gets paid first if a company is sold or liquidates and can change ownership stakes and voting power when converted, similar to holding a safer ticket that can be exchanged for regular tickets later.
Series E convertible preferred stock financial
"Private placement of Series E convertible preferred stock; converted into common"
Series E convertible preferred stock is a class of investment shares issued in a later-stage financing round that behave like a hybrid between a safety-first claim and an option to become ordinary shares. Think of it as a VIP ticket that gives owners priority on payments and protections if things go wrong, but can be swapped for regular shares later—important to investors because it affects payout priority, potential dilution of ownership, voting power, and the company’s implied valuation.
control securities regulatory
"Not restricted securities; sold as control securities."
private placement financial
"Private placement of Series D convertible preferred stock; converted into common"
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.
initial public offering financial
"Purchase in the issuer's registered initial public offering at $15.00 per share."
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What is the relationship of the private placements to Rule 144 holding periods for SI?
The filing notes that the holding period for the common stock converted from the Series D and Series E preferred shares tacks under Rule 144(d)(3)(ii), meaning the prior holding period of the preferred shares carries over to the common stock.
What part of the SI position came from the initial public offering and at what price?
An additional 100,000 shares of the issuer’s common stock were purchased in the registered IPO on 08/01/2025 at a price of $15.00 per share. These are described as control securities, not restricted securities.
Does the Form 144 for SI involve control or restricted securities?
Yes. Shares from the Series D and Series E private placements were restricted but converted into common stock with a tacked holding period, and 100,000 IPO shares are identified as control securities sold under Rule 144.
AI-generated analysis. How Rhea-AI works. Not financial advice.
