Atlassian Corp Plc SEC Filings

Walgreens Boots Alliance, Inc. (WBA) – Form 4 filing dated 07/11/2025

Director Robert Luther Huffines reported a grant of 2,158.89 phantom stock units on 07/09/2025 under the company’s Amended & Restated 2021 Omnibus Incentive Plan. Phantom stock units are cash-settled instruments that mirror the economic value of one share of common stock but do not convey voting rights. The award was coded “A,” indicating an acquisition (grant) rather than an open-market transaction.

The units carry an implied value of $11.58 each, matching the reference price disclosed in the derivative table, for an aggregate notional value of roughly $25,000. Following this grant, Huffines’ total holding increased to 29,992.26 phantom units, all held directly. According to plan terms, settlement occurs after he ceases to serve as a director, aligning his long-term economic interests with shareholders.

No common stock, options, or other instruments were bought or sold, and there were no dispositions. The filing contains no amendments, no 10b5-1 trading plan notation, and no indicators of material corporate developments beyond routine director compensation.

SEC Form 3/A filing: RiverNorth Strategic Holdings, LLC submitted an amended initial statement of beneficial ownership for RiverNorth Flexible Municipal Income Fund II, Inc. (ticker: RFMZ).

• Date of event: 11/22/2024
• Reporting person: RiverNorth Strategic Holdings, LLC (identified as an Officer – “Holding Co”)
• Beneficial ownership: 170,683 common shares of beneficial interest, held directly (D); no derivative securities reported.
• Amendment purpose: Corrects the original 11/26/2024 Form 3 that mistakenly listed the market value of the shares in Box 2; this amendment discloses the share count only.
• Signature date: 07/10/2025 (signed by Marc Collins)

No other financial metrics, transactions, or derivative positions are disclosed. The filing is primarily procedural, ensuring accuracy of ownership data and compliance with Section 16(a).

Carvana Co. (CVNA) – Form 4 insider transaction

CEO, Chairman and 10% owner Ernest C. Garcia III reported the sale of a cumulative 9,904 Class A shares on 08-09 July 2025 through two family trusts (Ernest Irrevocable 2004 Trust III and Ernest C. Garcia III Multi-Generational Trust III). All trades were executed under a Rule 10b5-1 plan adopted 13-Dec-2024, indicating the transactions were pre-scheduled.

• Price range: $343.43 – $360.03 per share.
• Average price (simple): c.$350.
• Shares remaining: 676,488 (Irrevocable Trust) and 776,488 (Multi-Generational Trust) – a combined ≈1.45 million shares.
• Percentage sold: roughly 0.7 % of the combined trust holdings and an even smaller fraction of Garcia’s overall economic interest in Carvana.

No derivative transactions were reported, and no additional securities were acquired. Garcia retains his roles as Chief Executive Officer, Director and >10 % beneficial owner.

Investor takeaway: The sale is modest relative to Garcia’s total stake and was executed under a pre-planned 10b5-1 program, limiting signaling value. While insider selling can create a negative headline, the small size and structured nature suggest routine diversification rather than a strategic shift.

Offering overview: UBS AG is marketing unsubordinated, unsecured Trigger Callable Contingent Yield Notes linked to the least performing of the Nasdaq-100 Index (NDX), Russell 2000 Index (RTY) and S&P 500 Index (SPX). The preliminary terms contemplate:

• Principal amount: $1,000 per Note
• Term: ≈4 years (Trade Date 16 Jul 2025 → Maturity 19 Jul 2029), subject to issuer call
• Contingent coupon: 9.50% p.a. (≈ $7.9167 monthly) paid only when the closing level of each index ≥ 70 % of its initial level (the “coupon barrier”) on the relevant observation date
• Issuer call: UBS may redeem the Notes in whole (not in part) on any monthly observation date beginning after three months; investors then receive par plus any due coupon
• Protection: conditional. If not called and each index ≥ 70 % of its initial level on the Final Valuation Date, holders receive par. If any index < 70 %, repayment = par × (1 + return of worst-performing index) and can fall to $0
• Estimated initial value: $930.90 – $960.90 (6.9 % – 3.9 % below issue price) determined using UBS internal models
• Underwriting discount: up to $10 per Note; UBS Securities LLC may re-allow full amount to third-party dealers

Key dates: Settlement 21 Jul 2025 (T+3); first potential call settlement date 21 Oct 2025; monthly observation/coupon schedule thereafter; Final Valuation Date 16 Jul 2029.

Risk highlights:

• Market risk: Performance is driven by the worst of three equity indices; lack of diversification can lead to loss of up to 100 % of principal.
• Coupon uncertainty: Monthly coupons cease if any index closes below its barrier on an observation date; periods without coupons coincide with heightened principal risk.
• Call risk & reinvestment: UBS is more likely to call when coupons are attractive relative to market yields, capping upside and forcing reinvestment at potentially lower rates.
• Credit risk: Payments depend on UBS AG’s ability to pay; the Notes are not FDIC-insured.
• Liquidity/valuation: No exchange listing; secondary market, if any, will be at UBS Securities LLC’s discretion. Issue price exceeds estimated value because of fees, hedging and funding adjustments.

Illustrative payouts: Hypothetical examples show (1) 1 % total return if called after three months; (2) 1 % total return if held to maturity and all indices ≥ barriers; (3) 59.5 % loss if worst index falls 60 % at maturity.

Investor suitability: Product may suit investors seeking enhanced coupons, comfortable with equity-linked downside, early redemption and UBS credit exposure. It is not suitable for investors requiring guaranteed income or principal protection.

Offering overview: UBS AG is marketing unsubordinated, unsecured Trigger Callable Contingent Yield Notes linked to the least performing of the Nasdaq-100 Index (NDX), Russell 2000 Index (RTY) and S&P 500 Index (SPX). The preliminary terms contemplate:

• Principal amount: $1,000 per Note
• Term: ≈4 years (Trade Date 16 Jul 2025 → Maturity 19 Jul 2029), subject to issuer call
• Contingent coupon: 9.50% p.a. (≈ $7.9167 monthly) paid only when the closing level of each index ≥ 70 % of its initial level (the “coupon barrier”) on the relevant observation date
• Issuer call: UBS may redeem the Notes in whole (not in part) on any monthly observation date beginning after three months; investors then receive par plus any due coupon
• Protection: conditional. If not called and each index ≥ 70 % of its initial level on the Final Valuation Date, holders receive par. If any index < 70 %, repayment = par × (1 + return of worst-performing index) and can fall to $0
• Estimated initial value: $930.90 – $960.90 (6.9 % – 3.9 % below issue price) determined using UBS internal models
• Underwriting discount: up to $10 per Note; UBS Securities LLC may re-allow full amount to third-party dealers

Key dates: Settlement 21 Jul 2025 (T+3); first potential call settlement date 21 Oct 2025; monthly observation/coupon schedule thereafter; Final Valuation Date 16 Jul 2029.

Risk highlights:

• Market risk: Performance is driven by the worst of three equity indices; lack of diversification can lead to loss of up to 100 % of principal.
• Coupon uncertainty: Monthly coupons cease if any index closes below its barrier on an observation date; periods without coupons coincide with heightened principal risk.
• Call risk & reinvestment: UBS is more likely to call when coupons are attractive relative to market yields, capping upside and forcing reinvestment at potentially lower rates.
• Credit risk: Payments depend on UBS AG’s ability to pay; the Notes are not FDIC-insured.
• Liquidity/valuation: No exchange listing; secondary market, if any, will be at UBS Securities LLC’s discretion. Issue price exceeds estimated value because of fees, hedging and funding adjustments.

Illustrative payouts: Hypothetical examples show (1) 1 % total return if called after three months; (2) 1 % total return if held to maturity and all indices ≥ barriers; (3) 59.5 % loss if worst index falls 60 % at maturity.

Investor suitability: Product may suit investors seeking enhanced coupons, comfortable with equity-linked downside, early redemption and UBS credit exposure. It is not suitable for investors requiring guaranteed income or principal protection.

MIRA Pharmaceuticals, Inc. (Nasdaq: MIRA) filed an 8-K (Item 8.01) dated 3 July 2025 announcing a block sale under its at-the-market equity facility.

The company sold 1,550,741 common shares at an average price of $1.2981—a premium to the prior day’s close—raising ≈ $2.0 million in gross proceeds before fees. The transaction was executed for a single institutional investor by Rodman & Renshaw via the StockBlock platform and did not include any warrants or other derivative securities.

Capital from the raise bolsters near-term liquidity without adding warrant overhang, but it does increase the outstanding share count, creating dilution for existing shareholders. Management did not disclose post-issuance shares outstanding, current cash balance, or specific use of proceeds.

No other material events were reported in this filing.

TEN Holdings, Inc. ("XHLD") has obtained written consent from its 64.9% majority stockholder to approve two dilutive share issuances that together exceed the 20% threshold set by Nasdaq Rule 5635(d):

• Settlement Agreement with Sunpeak Holdings Corp. ("SHC") – $4.91 million debt-for-equity swap. SHC purchased claims against the Company and is receiving shares priced at the 23-Apr-2025 closing price (subject to adjustment) plus 175,000 fee shares. Court approval under Section 3(a)(10) was obtained on 30-Apr-2025, and 5.56 million shares (including fee shares) have already been issued through 25-Jun-2025.
• Purchase Agreement (equity line) with Lincoln Park Capital – up to $20 million. Over a 24-month term beginning after an effective resale registration statement, TEN can direct Lincoln Park to buy up to 100,000–175,000 shares per draw (max $750k per draw). Pricing equals 97% of the lower of (i) the lowest trade on the draw date or (ii) the average of the three lowest closes in the prior 10 trading days. Lincoln Park received 882,145 commitment shares up-front and is barred from shorting. The Company may terminate the facility at any time.

The Board believes these “Corporate Issuances” will (i) extinguish $4.91 million of liabilities and (ii) provide flexible, discretionary access to $20 million of growth or working-capital funding. Because each transaction could result in the issuance of ≥20% of pre-transaction outstanding shares at below the Nasdaq “Minimum Price,” stockholder approval was required and was granted via written consent dated 08-Jul-2025.

Dilution impact: As of the 08-Jul-2025 record date, TEN had 35.1 million shares outstanding. The SHC settlement has already added ~5.6 million shares (≈16%), and the Lincoln Park facility plus remaining SHC shares could add materially more, reducing existing holders’ voting power. SHC’s ownership is capped at 4.99% and Lincoln Park is subject to 9.99% beneficial-ownership and per-draw dollar limits, but cumulative dilution could exceed 40% if the full $20 million is drawn at low prices.

Key terms & safeguards: default triggers under the SHC agreement if the share price falls to ≤$0.25 or 30-day average volume drops below 100k; no “at-the-market” or additional equity lines for 24 months; court fairness opinion under Section 3(a)(10) provides Securities Act registration exemption; no dissenter appraisal rights.

Mailing of the Information Statement starts in July 2025; the actions become effective ~20 days later (on or about Aug-2025). No further stockholder action or proxies are required.

Instrument overview: The Bank of Nova Scotia (BNS) is offering $2.1 million aggregate principal of Fixed Coupon Trigger Notes linked to the common stock of NVIDIA Corporation (NVDA). The notes settle T+5 on July 9 2025, pay a fixed coupon of $334.25 per $10,000 every quarter (13.37% p.a.) and mature on January 6 2027.

Key mechanics:

• Initial price: $153.30 (NVDA close on the trade date).
• Trigger price: 80% of initial price ($122.64). This is the sole principal-protection threshold.
• Redemption: • If NVDA’s closing price on January 4 2027 ≥ trigger, investors receive 100% principal in cash plus final coupon. • If NVDA < trigger, investors receive NVDA shares equal to $10,000 / $153.30 ≈ 65.21 shares per note (cash for fractions). The value of that share package will be <80% of principal and falls one-for-one with further declines between valuation date and maturity.
• Coupons: Paid unconditionally on six scheduled dates from Oct 3 2025 to Jan 6 2027; investors do not forego coupons even if the trigger breaches during the life of the note.

Pricing & distribution details: Issue price is 100% of principal. Underwriting commission is 1.12% ($112 per note); net proceeds 98.88%. The initial estimated value is $9,741.90 per $10,000, 2.58% below issue price, primarily due to BNS internal funding rate and dealer margins. Scotia Capital (USA) Inc. will distribute the notes to Goldman Sachs & Co. LLC, which may act as market-maker but has no obligation to provide liquidity.

Risk profile:

• Market risk: Investors assume downside identical to owning NVDA once the 20% buffer is breached yet forego all upside beyond coupon stream.
• Credit risk: Payments depend on BNS (senior unsecured). Notes are not CDIC or FDIC insured.
• Valuation & liquidity: Secondary prices are expected to start near GS&Co.’s model value (issue price minus ~2.6%) and could be materially below principal; no exchange listing.
• Tax: Complex U.S. treatment—coupons split between interest (5.82% p.a.) and put-option premium (7.55% p.a.); potential capital-gain taxation on maturity/ sale. Canadian withholding rules and “hybrid mismatch” provisions may also apply.

Use-case: Suitable only for investors seeking high fixed income over ~18 months, confident NVDA will not fall >20%, and comfortable with equity settlement, credit exposure to BNS, limited liquidity and no dividend participation.

Instrument overview: The Bank of Nova Scotia (BNS) is offering $2.1 million aggregate principal of Fixed Coupon Trigger Notes linked to the common stock of NVIDIA Corporation (NVDA). The notes settle T+5 on July 9 2025, pay a fixed coupon of $334.25 per $10,000 every quarter (13.37% p.a.) and mature on January 6 2027.

Key mechanics:

• Initial price: $153.30 (NVDA close on the trade date).
• Trigger price: 80% of initial price ($122.64). This is the sole principal-protection threshold.
• Redemption: • If NVDA’s closing price on January 4 2027 ≥ trigger, investors receive 100% principal in cash plus final coupon. • If NVDA < trigger, investors receive NVDA shares equal to $10,000 / $153.30 ≈ 65.21 shares per note (cash for fractions). The value of that share package will be <80% of principal and falls one-for-one with further declines between valuation date and maturity.
• Coupons: Paid unconditionally on six scheduled dates from Oct 3 2025 to Jan 6 2027; investors do not forego coupons even if the trigger breaches during the life of the note.

Pricing & distribution details: Issue price is 100% of principal. Underwriting commission is 1.12% ($112 per note); net proceeds 98.88%. The initial estimated value is $9,741.90 per $10,000, 2.58% below issue price, primarily due to BNS internal funding rate and dealer margins. Scotia Capital (USA) Inc. will distribute the notes to Goldman Sachs & Co. LLC, which may act as market-maker but has no obligation to provide liquidity.

Risk profile:

• Market risk: Investors assume downside identical to owning NVDA once the 20% buffer is breached yet forego all upside beyond coupon stream.
• Credit risk: Payments depend on BNS (senior unsecured). Notes are not CDIC or FDIC insured.
• Valuation & liquidity: Secondary prices are expected to start near GS&Co.’s model value (issue price minus ~2.6%) and could be materially below principal; no exchange listing.
• Tax: Complex U.S. treatment—coupons split between interest (5.82% p.a.) and put-option premium (7.55% p.a.); potential capital-gain taxation on maturity/ sale. Canadian withholding rules and “hybrid mismatch” provisions may also apply.

Use-case: Suitable only for investors seeking high fixed income over ~18 months, confident NVDA will not fall >20%, and comfortable with equity settlement, credit exposure to BNS, limited liquidity and no dividend participation.