[144] Wintrust Financial Corp SEC Filing

Rhea-AI Filing Summary

SOS Limited has entered into a registered direct offering of 2,142,855 American Depositary Shares (ADSs) – each equal to 150 Class A shares – at a combined $3.50 per ADS together with an unregistered warrant. Gross proceeds total $7.50 million; after the 6% placement fee to Maxim Group and ~$0.05 million in expenses, net proceeds are estimated at ~$6.9 million. Funds are earmarked for working capital and general corporate purposes.

• Concurrent private placement issues 4,285,710 five-and-a-half-year warrants exercisable at $3.50, subject to customary adjustments.
• Share impact: outstanding shares rise from 1.03 billion to 1.35 billion (ADS count from 6.86 million to 9.01 million), with further dilution possible on warrant exercise.
• Compliance: transaction fits within Form F-3 Rule I.B.5 limits; public float ≈ $58.2 million.
• Placement expected to close on 31 July 2025.

Management flags significant PRC regulatory, data-security and HFCA Act risks that could impair operations or listing status. The company is also seeking shareholder approval to terminate its ADR programme and convert ADSs 1-for-1 into ordinary shares expected to trade on Nasdaq, a move that may add market uncertainty. No dividend is planned; future equity raises and warrant exercises could add dilution.

Positive

• $6.9 million net cash enhances short-term liquidity without incurring debt obligations.
• Warrants priced at the same strike as offering price, avoiding immediate in-the-money overhang.
• Transaction complies with Form F-3 one-third float limitation, preserving shelf flexibility.

Negative

• Dilution: share count rises ~31% immediately, with potential for further 47% from warrant exercises.
• Offer price ($3.50) 42% below prior close ($6.00), signalling weak demand.
• PRC regulatory, cybersecurity and HFCA Act uncertainties could impair operations and listing status.
• Planned ADR termination and share restructuring may create market friction and investor confusion.

Insights

Equity Capital Markets Analyst

TL;DR: Small capital raise (~12% of float) strengthens liquidity but adds dilution and embeds long-dated leverage via 100% warrant coverage.

The $7.5 million raise modestly bolsters cash with limited pricing discount (last close $6.00 vs. $3.50 offer) yet doubles leverage through equal-sized warrant coverage, creating up to 4.29 million additional ADSs. Net proceeds cover ~1 month of 2024 operating cash outflow, so funding benefit is short-lived. Because the offering uses shelf capacity it signals continued reliance on equity markets. Planned ADR termination and China-specific regulatory overhangs keep execution risk high. Overall impact: modestly positive liquidity, negative dilution; neutral valuation effect.

China Regulatory Risk Specialist

TL;DR: Filing reiterates heightened PRC, HFCA and data-security threats that could jeopardize U.S. listing and future capital access.

The prospectus devotes extensive space to new PRC rules on overseas listings, cybersecurity review and anti-monopoly enforcement. While SOS claims no VIEs remain, subsidiaries still operate in China, exposing investors to unpredictable policy shifts. HFCA Act language warns trading could be barred if PCAOB access falters, despite current auditor being Singapore-based. In aggregate, regulatory risk offsets near-term liquidity gain; investors should apply a higher discount rate.

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	Stifel 787 Seventh Avenue, 6th Floor New York NY 10019	4000	522040	66937732	07/31/2025	Nasdaq

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	09/01/1996	401(k)	Wintrust Financial Corporation			4000	09/01/1996	N/A

* 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 SOS (NYSE: SOS) raising in the July 2025 offering?

Gross proceeds are $7.5 million; net proceeds after fees are about $6.9 million.

What securities are being issued and at what price?

SOS is issuing 2,142,855 ADSs at $3.50 each plus five-and-a-half-year warrants to buy 4,285,710 ADSs at the same price.

How will the proceeds be used?

Management intends to apply funds to working capital and general corporate purposes; no specific projects were disclosed.

What is the dilution impact on existing shareholders?

ADS count increases from 6.86 million to 9.01 million; full warrant exercise could add another 4.29 million ADSs.

When is the closing date for delivery of ADSs and warrants?

Delivery is expected on or about 31 July 2025.

What key regulatory risks does SOS highlight?

The prospectus cites PRC data-security laws, CSRC filing requirements, and potential HFCA Act delisting if PCAOB access lapses.

What changes are planned for the ADR programme?

SOS seeks to terminate its ADR facility; ADSs would convert 1-for-1 into ordinary shares expected to list on Nasdaq.