STOCK TITAN

Jonathan Phillips Disposes Shares and Warrants in STRM Cash Acquisition

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Jonathan R. Phillips, a director of Streamline Health Solutions, reported dispositions of his holdings tied to the company’s merger effective 08/12/2025. Under the Merger Agreement each outstanding share of common stock was canceled and converted into the right to receive $5.34 in cash per share. The Form 4 shows 96,278 shares disposed directly and 4,833 shares held by his spouse as indirectly beneficial, totaling 101,111 shares converted.

The filing also reports treatment of Company warrants: warrants with an exercise price below the Merger Consideration were converted into a cash payment equal to the number of underlying shares multiplied by the excess of $5.34 over the warrant exercise price, producing cash for warrants covering 2,991 underlying shares; warrants with exercise prices equal to or above $5.34 were canceled without consideration. Reported amounts reflect a prior 1-for-15 reverse stock split.

Positive

  • Merger consideration of $5.34 per share providing a clear cash outcome for holders
  • Total of 101,111 shares disclosed converted (96,278 direct; 4,833 indirect via spouse)
  • In-the-money warrants converted to cash for underlying equivalent of 2,991 shares under the agreement

Negative

  • Warrants with exercise price equal to or above $5.34 were canceled for no consideration
  • Insider’s reported equity holdings were effectively eliminated by the merger cancellation
  • Reported amounts required adjustment due to a prior 1-for-15 reverse stock split

Insights

TL;DR: Director dispositions reflect merger cash-out: 101,111 shares converted at $5.34 and 2,991 warrant-equivalent shares cashed per agreement.

The Form 4 documents a transaction-driven disposal tied to the Merger Agreement. Material datapoints are the $5.34 per-share cash consideration and the total reported shares converted (96,278 direct; 4,833 indirect). The filing also quantifies warrant treatment: 2,991 underlying shares of warrants were converted into cash under the stated formula, while out-of-the-money or at-the-money warrants were canceled for no consideration. The numbers are adjusted for a prior 1-for-15 reverse split. This is a routine, material merger-related disclosure rather than an ad-hoc insider trade.

TL;DR: Disclosure appears complete for a merger-driven conversion; spouse holdings and reverse-split adjustments are reported.

The Form 4 provides direct and indirect ownership details and explains the corporate event that caused the disposals. It identifies the Merger Agreement as the operative document and specifies the per-share cash consideration, the method for cashing in in-the-money warrants, and the cancellation of other warrants. Reporting includes spouse-owned shares and notes the reverse stock split adjustment, which supports transparent beneficiary and quantity disclosure. The submission aligns with required Section 16 reporting for a merger closing.

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
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X
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*
PHILLIPS JONATHAN R

(Last) (First) (Middle)
1212 PORT LANE

(Street)
SARASOTA FL 34242

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
STREAMLINE HEALTH SOLUTIONS INC. [ STRM ]
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)
08/12/2025
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, $0.01 par value 08/12/2025 D(1) 96,278 D (1) 0 D
Common Stock, $0.01 par value 08/12/2025 D(1) 4,833 D (1) 0 I Refer to footnote(2)
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
Warrant (right to buy) $5.85(3) 08/12/2025 D(1) 2,991 (4) (4) Common Stock, $0.01 par value 2,991 (4) 0 D
Explanation of Responses:
1. This Form 4 reports securities disposed pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 29, 2025, by and among the Issuer, Mist Holding Co. ("Parent"), and MD BE Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer, effective as of August 12, 2025, with the Issuer surviving the Merger as a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.01 per share, of the Company ("Common Stock") issued and outstanding as of immediately prior to the Effective Time was canceled and converted into the right to receive $5.34 in cash, without interest (the "Merger Consideration").
2. Includes 4,833 shares owned by spouse.
3. The Issuer effected a 1-for-15 reverse stock split of its common stock on October 4, 2024. The number of securities reported on this Form 4 has been adjusted to reflect the reverse stock split.
4. Pursuant to the terms of the Merger Agreement, at the Effective Time, each warrant to purchase shares of Common Stock (each, a "Company Warrant") that was outstanding and unexercised and had a per share exercise price that was less than the Merger Consideration was canceled and converted into the right to receive (i) a cash payment equal to (A) the number of shares of Common Stock subject to the Company Warrant immediately prior to the Effective Time multiplied by (B) the excess, if any, of (x) the Merger Consideration over (y) the exercise price per share of Common Stock of such Company Warrant, less applicable withholding taxes. Each Company Warrant that was outstanding and unexercised with a per share exercise price that was equal to or greater than the Merger Consideration was canceled for no consideration.
/s/ Jonathan Phillips 08/14/2025
** 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

What did Jonathan Phillips report on Form 4 for STRM?

He reported dispositions resulting from the merger: 96,278 shares directly and 4,833 shares indirectly (spouse), totaling 101,111 shares converted on 08/12/2025.

What cash consideration was provided per share in the STRM merger?

Each share of common stock was canceled and converted into the right to receive $5.34 in cash per share under the Merger Agreement.

What happened to the warrants reported in the STRM Form 4?

Company warrants with exercise price below the merger price were converted into a cash payment based on the excess of $5.34 over the exercise price; warrants covering 2,991 underlying shares were cashed out here.

Were any warrants canceled without payment in the STRM transaction?

Yes. Any Company warrant with a per-share exercise price equal to or greater than $5.34 was canceled for no consideration under the Merger Agreement.

Did the filing reflect any stock split adjustments for STRM?

Yes. The filing states reported security amounts have been adjusted to reflect a 1-for-15 reverse stock split effected on October 4, 2024.
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United States
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