[Form 4] The Southern Company Insider Trading Activity

Rhea-AI Filing Summary

OneMedNet Corporation (Nasdaq: ONMD) filed an 8-K detailing a series of equity and debt restructuring transactions completed between 17-20 June 2025.

• $2.5 million private placement: 3,390,923 common shares and pre-funded warrants for 2,561,457 shares were sold to an accredited investor at $0.42 per share. Warrants are immediately exercisable at $0.0001. A voting agreement binds the investor to Board recommendations. The company will register the resale shares via an S-1 amendment.
• Insider subscriptions: Director Dr. Thomas Kosasa invested $0.5 million for 1,190,476 shares; CMO/Chairman Dr. Jeffrey Yu invested $0.7 million for 1,666,666 shares, both at $0.42.
• Loan conversions: • $3.3 million of shareholder loans (Kosasa $2.0 m, Yu $1.3 m) converted into 4,693,299 shares at $0.71.
  • Kosasa elected to convert an additional $1.6 million of convertible loans into 2,123,424 shares at $0.7535.
  • Holders of $1.66 million PIPE Notes converted into 1,453,174 shares at $1.14.
• Liability settlement: The company settled ~$4.34 million of trade payables, including $2.76 million deferred underwriter fees. It also redeemed the remaining $250,000 balance of a Yorkville promissory note for cash.

In aggregate, ONMD raised $3.7 million in new equity capital and eliminated or converted approximately $11 million of current liabilities—representing a 60 % reduction relative to 31 March 2025. However, the transactions add roughly 17 million new or issuable shares, materially increasing outstanding share count and potential dilution. Net proceeds are earmarked for general corporate purposes and working capital.

Positive

• $3.7 million gross cash raised, strengthening near-term liquidity
• Conversion/settlement of $11 million liabilities cuts total obligations by 60 %
• Insider investments and loan conversions demonstrate management confidence
• Elimination of PIPE and Yorkville notes removes near-term debt overhang

Negative

• Issuance of ~17 million new or issuable shares creates substantial dilution
• Equity priced as low as $0.42 suggests limited market demand
• Dependence on Form S-1 amendment for resale registration adds execution risk

Insights

Financial Analyst

TL;DR – Cash inflow and 60 % liability reduction improve balance sheet, but heavy low-price share issuance is dilutive; net effect neutral.

The company’s immediate liquidity strengthens: $3.7 million gross cash plus potential receipts if pre-funded warrants are exercised. Eliminating $11 million of obligations (loans, trade payables, PIPE, Yorkville) sharply de-levers the balance sheet ahead of Q2 close. These actions may lower future interest expense and remove going-concern pressure.
Dilution is significant. Including warrants, ~17 million incremental shares could expand the float well above 100 % of the 16.0 million shares reported outstanding at 31 Mar 2025, pressuring per-share metrics. Pricing at $0.42–$1.14 was below historical SPAC trust value, indicating limited bargaining power. Insider participation signals confidence yet also concentrates ownership. Overall, financial posture stabilises, but EPS accretion is unlikely; I view the impact as balanced.

Corporate Governance Specialist

TL;DR – Insider funding and investor voting pact tighten Board control; governance implications modestly positive.

Directors Kosasa and Yu injected $1.2 million and converted $4.6 million of loans, aligning insider capital with shareholder outcomes. The voting agreement obliges the private placement investor to support Board recommendations, reducing proxy contest risk during a pivotal restructuring phase. Required resale registration demonstrates transparency and may aid liquidity. While concentration of voting power could limit minority influence, the strengthened insider commitment and simplified capital structure after debt conversions enhance governance stability. I assign a +1 impact.

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
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MEADOR DAVID E

(Last) (First) (Middle)

30 IVAN ALLEN JR. BLVD., NW

(Street)

ATLANTA GA 30308

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SOUTHERN CO [ SO ]

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)
07/01/2025

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
Southern Company Common Stock Holding								0	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
Deferred Stock Units Holding(1)	$0	07/01/2025		A		785.4821		(1)	(1)	Southern Company Common Stock	785.4821	$92.3	6,670.804	D

Explanation of Responses:

1. Acquired pursuant to Southern's Deferred Compensation Plan, payable in stock only upon termination. There is no exercise or expiration date.

	/s/ J. Patrick Becker, Attorney-in-Fact for David E. Meador	07/02/2025
	** 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 cash did OneMedNet (ONMD) raise in the June 2025 private placement?

The company raised approximately $2.5 million by selling 3,390,923 shares and pre-funded warrants at $0.42 per share.

What is the total reduction in OneMedNet’s liabilities from the reported transactions?

Management states that about $11.0 million of current liabilities were settled or converted, a 60 % reduction versus 31 March 2025.

How many new shares could be issued as a result of the transactions?

Roughly 17 million shares, including common stock, warrant shares, and conversion shares, will be added to the outstanding share count.

Why are insiders Dr. Kosasa and Dr. Yu significant in these transactions?

They invested a combined $1.2 million in new equity and converted over $3.3 million in loans, indicating confidence and reducing company debt.

What is the exercise price of the pre-funded warrants issued on 19 June 2025?

The pre-funded warrants are exercisable immediately at $0.0001 per share, effectively prepaid except for a nominal amount.

Will the newly issued shares be registered for resale?

Yes. ONMD agreed to file an amendment to its latest Form S-1 to register the resale of all shares issued or issuable under these transactions.