[144] Teledyne Technologies Incorporated SEC Filing

Rhea-AI Filing Summary

Garden Stage Limited (GSIW) files a Rule 424(b)(5) prospectus supplement for a direct offering of 35.55 million ordinary shares at $0.11 and 2.86 million pre-funded warrants at $0.1099. Warrants convert 1-for-1 at $0.0001 and are capped at 9.99% beneficial ownership. Gross proceeds total $4.22 million; estimated net proceeds are $3.89 million, earmarked for working capital and general corporate purposes.

The deal will more than double outstanding shares from 35.63 million to 74.03 million on full warrant exercise, implying ~108% dilution. No market will develop for the warrants and they will not trade on Nasdaq. Univest Securities acts as sole placement agent; closing is expected 25 July 2025.

GSIW’s ordinary shares closed at $0.11 on 24 July 2025, down from a 12-month high of $12.30. Earlier raises in April ($0.99 million) and June 2025 ($3.58 million) mean the company is utilising the F-3 shelf but remains within the one-third float limit of Form I.B.5. FY 2024 revenue was $1.4 million (-57% YoY) with a net loss of $4.7 million.

Operations are conducted through Hong Kong subsidiaries licensed for brokerage, underwriting and asset management. Management reiterates that no CAC or CSRC approvals are currently required, but extensive risk disclosures highlight potential PRC intervention, HFCAA delisting risk and cash-transfer constraints.

Positive

• $4.22 million gross proceeds enhance near-term liquidity without incurring debt.
• Auditor J&S Associate PLT is PCAOB-inspectable, mitigating HFCAA delisting risk.
• Company remains eligible to use Form F-3 and within the I.B.5 one-third float limit.

Negative

• 108% share dilution on full warrant exercise at a steep 97% discount to IPO price.
• Third dilutive equity raise in four months signals heightened financing stress.
• Low offer price ($0.11) may jeopardize Nasdaq bid-price compliance.
• Risk disclosures flag potential PRC intervention and cash-transfer restrictions.

Insights

Equity Research Analyst

TL;DR – Raise improves liquidity but 108% dilution at fire-sale price signals distress; neutral/negative overall.

The $4.2 million raise extends GSIW’s cash runway after back-to-back offerings that collectively raised ≈$8.7 million since April. However, issuing shares at $0.11 (97% below December 2023 IPO price) doubles the share count and points to limited financing options. Proceeds cover ≈10-12 months based on FY 24 operating cash burn (~$4 million). Repeated capital raises may pressure the bid-ask spread and heighten delisting risk if market cap stays low. Investors should model heavy EPS dilution and monitor Nasdaq compliance.

Regulatory & Governance Specialist

TL;DR – Structure avoids PRC filing today but future rule changes remain a material overhang.

Because operations reside solely in Hong Kong and auditors are PCAOB-inspected, the company currently skirts CAC, CSRC and HFCAA barriers. Yet the filing devotes multiple pages to potential mainland oversight, cross-border data, and cash-transfer restrictions, underscoring elevated geopolitical risk. Any tightening could freeze capital flows or force restructuring, making this raise comparatively small against prospective compliance costs. Governance red flags include frequent dilutions and limited float protection mechanisms for minority holders. Impact rating: neutral to moderately negative.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Georgeson Securities Corp 144 Fernwood Ave Edison NJ 08837	6311	3468792.00	46859346	07/25/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	08/12/2021	Vested shares from option exercises	TELEDYNE TECHNOLOGIES INC			161	08/12/2021	Cash
Common Stock	11/24/2021	Vested shares from option exercises	TELEDYNE TECHNOLOGIES INC			6150	11/24/2021	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How much capital is Garden Stage Limited (GSIW) raising in the July 2025 offering?

The company will raise $4.22 million gross and about $3.89 million net after placement expenses.

What is the dilution impact of the new shares and warrants?

Outstanding shares rise from 35.63 million to 74.03 million, a roughly 108% increase if all pre-funded warrants are exercised.

What will the proceeds be used for?

Management intends to apply the funds to working capital and general corporate purposes.

Are the pre-funded warrants tradable on Nasdaq?

No. There is no established market for the warrants, and the company does not plan to list them.

Does GSIW need PRC regulatory approval for this offering?

According to the filing, no CAC or CSRC approvals are currently required because operations are confined to Hong Kong.

What are the main business lines of Garden Stage’s Hong Kong subsidiaries?

They provide securities brokerage, underwriting & placing, asset management, and investment advisory services.