[Form 4] SouthState Corporation Insider Trading Activity

Rhea-AI Filing Summary

HeartSciences, Inc. (Nasdaq: HSCS/HSCSW) filed an 8-K to update investors on its ongoing Regulation A offering and a note-for-equity exchange.

• The Form 1-A, qualified on 10 Mar 2025, permits sale of up to 4,285,714 Units at $3.50 each (maximum proceeds $15.0 million). Each Unit comprises one share of Series D Preferred Stock and one warrant exercisable at $5.00 for one common share.
• Through 29 Jul 2025, the company has closed on $4.3 million in gross proceeds, issuing 1,241,188 Units.
• Holders have converted 850,981 Series D shares into an equal number of common shares (the “Reg A Issuance”).
• Separately, the company exchanged $1.105 million principal of a September 2024 unsecured promissory note for 301,111 common shares, reducing the note by that amount (the “Debt Exchange”).
• Post-transactions, 2,244,247 common shares are issued and outstanding as of 29 Jul 2025.

No financial statements were included; the filing was limited to disclosure of these capital transactions.

Positive

• $4.3 million in new equity capital raised through Reg A offering
• Conversion of preferred stock simplifies capital stack and removes dividend obligations
• Debt exchange reduces principal by $1.105 million, lowering leverage

Negative

• Issuance of 1.15 million new common shares produces immediate dilution
• Reg A proceeds to date represent only about 29 % of the $15 million target, leaving financing needs unresolved

Insights

Financial Analyst

TL;DR: Raises $4.3 m cash, cuts $1.1 m debt; dilution increases share count to 2.24 m—net impact modestly positive.

The Reg A offering brings in only 29 % of the $15 m target but still strengthens liquidity without bank leverage. Converting preferred into common simplifies capital structure, while the note exchange eliminates unsecured debt and interest expense. However, issuing 1.15 m new common shares (850 k from conversion plus 301 k for debt) dilutes existing holders. Overall, cash in and debt out outweigh dilution for a micro-cap striving to fund operations.

Corporate Governance Expert

TL;DR: Transactions follow standard Reg A mechanics; no governance red flags detected.

The company properly disclosed conversions and debt exchange under Item 8.01 and updated outstanding share count, maintaining transparency. No preferential terms beyond market-standard warrant pricing are noted. Reducing unsecured debt improves balance-sheet risk. The filing is routine and non-controversial.

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^*

Brooks David R

(Last) (First) (Middle)

1101 FIRST STREET SOUTH, SUITE 202

(Street)

WINTER HAVEN FL 33880

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SouthState Corp [ SSB ]

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)
07/29/2025

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	07/29/2025	07/29/2025	J(1)		32,100	D	$0.00	20,607	D
Common Stock	07/29/2025	07/29/2025	J(1)		32,100	A	$0.00	359,686	I	By Natur Family Limited Partnership

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. Transaction reflecting a transfer of shares to family trust and a change from direct ownership to indirect ownership.

Remarks:

	William E. Matthews, V, CFO, pursuant to power of attorney	07/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How much has HeartSciences (HSCS) raised in its 2025 Reg A offering?

As of 29 Jul 2025, HeartSciences has raised $4.3 million in gross proceeds.

What securities are included in each Unit sold by HSCS?

Each Unit contains one Series D Preferred share and one warrant to buy one common share at $5.00.

How many common shares are now outstanding after the conversions and debt exchange?

The company reports 2,244,247 common shares issued and outstanding as of 29 Jul 2025.

What amount of debt was eliminated through the note-for-equity exchange?

HeartSciences exchanged $1.105 million of an unsecured promissory note for 301,111 common shares.

What is the maximum amount HeartSciences can still raise under its Reg A offering?

Up to $10.7 million remains available, given the $15 million cap and $4.3 million raised to date.