ETRACS Whitney US Critical Techs ETN SEC Filings

Predictive Oncology Inc. (NASDAQ: POAI) has entered into a $10 million Standby Equity Purchase Agreement (SEPA) with YA II PN, Ltd. that gives the company the discretionary right, for up to 36 months, to issue common shares to the investor at 96% of the lowest daily VWAP over the three trading days following each advance notice. Prior to drawing on the facility, POAI must file and declare effective an SEC registration statement covering the resale of the shares issued.

Key structural limits

• Exchange Cap: 1,921,706 shares (19.99% of outstanding) unless shareholder approval is obtained or the average sale price is ≥ $0.83.
• Beneficial-ownership cap: Investor cannot exceed 4.99% of outstanding voting power.
• Termination: Automatic at the earlier of 36 months or full draw; POAI may voluntarily terminate with five trading-days’ notice if no pending advances.

POAI has already paid a $25,000 structuring fee and issued 120,482 shares (1% of commitment) as a commitment fee. Net proceeds, which will vary with share price and draw frequency, are earmarked for working capital and general corporate purposes.

Investor implications

• Liquidity boost: The facility provides a readily accessible, moderately priced funding source without immediate debt obligations.
• Dilution risk: Potential issuance of up to ~20% of current shares—and more with shareholder approval—could pressure the share price if fully utilized.
• Pricing flexibility: Management can set a minimum acceptable price per advance, partially mitigating downside pricing risk.

Predictive Oncology Inc. (NASDAQ: POAI) has entered into a $10 million Standby Equity Purchase Agreement (SEPA) with YA II PN, Ltd. that gives the company the discretionary right, for up to 36 months, to issue common shares to the investor at 96% of the lowest daily VWAP over the three trading days following each advance notice. Prior to drawing on the facility, POAI must file and declare effective an SEC registration statement covering the resale of the shares issued.

Key structural limits

• Exchange Cap: 1,921,706 shares (19.99% of outstanding) unless shareholder approval is obtained or the average sale price is ≥ $0.83.
• Beneficial-ownership cap: Investor cannot exceed 4.99% of outstanding voting power.
• Termination: Automatic at the earlier of 36 months or full draw; POAI may voluntarily terminate with five trading-days’ notice if no pending advances.

POAI has already paid a $25,000 structuring fee and issued 120,482 shares (1% of commitment) as a commitment fee. Net proceeds, which will vary with share price and draw frequency, are earmarked for working capital and general corporate purposes.

Investor implications

• Liquidity boost: The facility provides a readily accessible, moderately priced funding source without immediate debt obligations.
• Dilution risk: Potential issuance of up to ~20% of current shares—and more with shareholder approval—could pressure the share price if fully utilized.
• Pricing flexibility: Management can set a minimum acceptable price per advance, partially mitigating downside pricing risk.

UBS AG London Branch is marketing Contingent Income Auto-Callable Securities maturing on or about 19 July 2028 that reference the common stock of RH (ticker: RH UN). Each $1,000 note offers a quarterly contingent coupon of $46.875 (18.75% p.a.) provided the underlying closes at or above the 50% downside threshold on the relevant determination date. A “memory” feature repays missed coupons if the condition is satisfied on a later date.

The securities may be auto-called after the initial six-month non-call period whenever RH’s closing price is at or above the 100% call threshold on a quarterly observation date. If called, investors receive par plus the current coupon (and any unpaid coupons). At maturity, holders receive either (i) par plus any due coupons if RH is at or above the 50% threshold, or (ii) a cash value proportionate to RH’s decline if the stock has fallen below that level, exposing investors to up to 100% principal loss.

The notes are unsecured, unsubordinated obligations of UBS; repayment depends on the bank’s creditworthiness. Estimated initial value is $902.30–$932.30, meaning investors pay a premium to theoretical value. The notes will not be listed, and UBS/affiliates expect to take 2.50% in selling commissions. Key risks include credit risk, liquidity constraints, exposure to a single underlying equity, potential early redemption, and uncertain U.S. tax treatment.

UBS AG London Branch is offering Contingent Income Auto-Callable Securities linked to RH (NYSE: RH) common stock, maturing on or about 19 July 2028. Each $1,000 note offers:

• Contingent coupon: $46.875 per quarter (18.75% p.a.) if RH’s closing price on a determination date is ≥ 50% of the initial price (the “downside-threshold”); unpaid coupons accrue via a memory feature.
• Early call: From the second determination date onward, if RH closes ≥ 100% of the initial price (the “call threshold”) the note is redeemed for par plus the current and any accrued coupons.
• Principal at risk: If not called and RH closes < 50% of the initial price on the final date, UBS pays a cash value equal to RH’s final price ÷ initial price × $1,000, exposing investors 1-for-1 to any decline beyond –50% with no principal protection.
• Initial non-call period: six months.
• Issue/settlement: expected 17 July 2025 (T+3) with a $1,000 issue price; maturity 19 July 2028.
• Fees: 2.50% total (2.00% sales commission, 0.50% structuring); estimated initial value $902.30–$932.30 (≈ 90.2%–93.2% of issue price).
• Listing: none; secondary market making at dealer discretion.
• Credit risk: unsubordinated, unsecured UBS AG debt subject to Swiss resolution regime.

Investor profile: suited to investors seeking high conditional income, comfortable with equity downside risk beyond –50%, limited upside, potential early redemption, liquidity constraints, and UBS credit exposure.

Key risks include loss of some or all capital if RH declines >50%, non-payment of coupons, early call reinvestment risk, wide bid-ask spreads, and taxation uncertainties; FINMA resolution powers could lead to write-down or conversion of the notes.

UBS AG London Branch is offering $5.677 million of Contingent Income Auto-Callable Securities linked to Microsoft Corporation (MSFT) common stock, maturing 7 July 2028. Each $1,000 note is an unsecured, unsubordinated debt obligation that carries UBS credit risk and will not be listed on any exchange.

Investors may receive a quarterly contingent coupon of $22.625 (9.05% p.a.) for any determination date on which MSFT’s closing price is at least 80% of the initial price ($498.84). If, on any non-final determination date, the closing price is at or above the call threshold level (100% of the initial price), the notes are automatically redeemed at par plus the current coupon, limiting upside to a single-period payout.

At maturity, investors face three scenarios:

• Early Call: Notes are redeemed on the first call date that MSFT closes ≥ $498.84; holders receive $1,000 + $22.625 and no further payments.
• Hold to Maturity, MSFT ≥ 80%: Investors receive $1,000 + the final coupon.
• Hold to Maturity, MSFT < 80%: UBS settles in cash at a value proportional to the stock’s decline (exchange ratio × final price). Principal loss is one-for-one with MSFT’s drop below the 80% threshold and could reach 100%.

Key structural features

• Downside threshold: 80% of initial price ($399.07).
• Estimated initial value: $972.50 vs. $1,000 issue price, reflecting 2.75% in fees/hedging margin.
• Total selling concession: 2.25% (1.75% sales commission + 0.50% structuring fee).
• Quarterly determination dates from 3 Oct 2025 to 3 Jul 2028; coupons pay five business days later.
• Calculation agent & dealer: UBS Securities LLC; early bid–ask premium amortises over six weeks post-issuance.

Principal risks include loss of some or all principal, non-payment of contingent coupons, illiquidity (no listing; market-making discretionary), UBS credit deterioration, and complex U.S. tax treatment. Investors do not receive MSFT dividends and forego any stock upside above coupons.

The notes suit investors seeking enhanced conditional income, willing to accept single-stock exposure, potential early redemption, limited liquidity, and full downside and issuer credit risks.

UBS AG London Branch is offering $5.677 million of Contingent Income Auto-Callable Securities linked to Microsoft Corporation (MSFT) common stock, maturing 7 July 2028. Each $1,000 note is an unsecured, unsubordinated debt obligation that carries UBS credit risk and will not be listed on any exchange.

Investors may receive a quarterly contingent coupon of $22.625 (9.05% p.a.) for any determination date on which MSFT’s closing price is at least 80% of the initial price ($498.84). If, on any non-final determination date, the closing price is at or above the call threshold level (100% of the initial price), the notes are automatically redeemed at par plus the current coupon, limiting upside to a single-period payout.

At maturity, investors face three scenarios:

• Early Call: Notes are redeemed on the first call date that MSFT closes ≥ $498.84; holders receive $1,000 + $22.625 and no further payments.
• Hold to Maturity, MSFT ≥ 80%: Investors receive $1,000 + the final coupon.
• Hold to Maturity, MSFT < 80%: UBS settles in cash at a value proportional to the stock’s decline (exchange ratio × final price). Principal loss is one-for-one with MSFT’s drop below the 80% threshold and could reach 100%.

Key structural features

• Downside threshold: 80% of initial price ($399.07).
• Estimated initial value: $972.50 vs. $1,000 issue price, reflecting 2.75% in fees/hedging margin.
• Total selling concession: 2.25% (1.75% sales commission + 0.50% structuring fee).
• Quarterly determination dates from 3 Oct 2025 to 3 Jul 2028; coupons pay five business days later.
• Calculation agent & dealer: UBS Securities LLC; early bid–ask premium amortises over six weeks post-issuance.

Principal risks include loss of some or all principal, non-payment of contingent coupons, illiquidity (no listing; market-making discretionary), UBS credit deterioration, and complex U.S. tax treatment. Investors do not receive MSFT dividends and forego any stock upside above coupons.

The notes suit investors seeking enhanced conditional income, willing to accept single-stock exposure, potential early redemption, limited liquidity, and full downside and issuer credit risks.

UBS AG is offering $1,001,000 of 4-year Trigger Callable Contingent Yield Notes linked to the Dow Jones Industrial Average, Nasdaq-100 Technology Sector Index and Russell 2000 Index. Investors receive a contingent coupon of 11.05% p.a. (monthly $9.2083) only when every index closes at or above 75% of its initial level (the coupon barrier). UBS may call the notes, in whole only, on any monthly observation date starting January 2026. If called, holders receive par plus the accrued coupon and no further payments.

Maturity scenarios:

• If never called and the final level of each index is ≥ 60% of its initial level (downside threshold), UBS repays principal in full plus the final coupon.
• If any index finishes below the downside threshold, repayment equals $1,000 × (1 + worst index return), exposing investors to the full downside of the worst performer to a 100% loss.

Key terms: $1,000 denomination; trade 3 July 2025, settle 9 July 2025; monthly observation and coupon dates; estimated initial value $984.50 (below the $1,000 issue price); CUSIP 90308V6Y2; the notes are unsecured, unsubordinated obligations of UBS AG London Branch and will not be listed.

Principal risks include: potential loss of part or all principal, non-payment of coupons if any index breaches its barrier, issuer credit risk, liquidity risk (no exchange listing), early-call reinvestment risk, heightened sector and small-cap exposure via NDXT and RTY, and uncertain tax treatment. The product’s high coupon compensates for these elevated risks.

Transaction overview. UBS AG is marketing Capped Market-Linked Notes due 5 Nov 2026 that are unsecured senior debt securities of the London branch. The notes are linked to the least-performing of three major U.S. equity indices—the Nasdaq-100 (NDX), Russell 2000 (RTY) and S&P 500 (SPX)—and have an expected 15-month tenor (trade date 1 Aug 2025; maturity 5 Nov 2026).

Return profile. • Principal amount: US$1,000 per note.
• Upside: investors receive the lesser of the positive performance of the worst index and a fixed Maximum Gain of 11.75 %, producing a maximum payment of $1,117.50.
• Downside: if the worst index is flat or negative, repayment is limited to principal—no additional return.
• No periodic coupons; all cash flow is received at maturity.
• Performance is assessed only once, on the 2 Nov 2026 final valuation date.

Risk considerations. The notes are subject to UBS’ credit risk; they are neither FDIC-insured nor secured. Liquidity is expected to be limited: the securities will not be listed and secondary market making by UBS Securities LLC is discretionary. The estimated initial value is expected to be 96.23 %–99.23 % of face, reflecting a $2.50 underwriting discount, hedging costs and UBS’ internal funding rate. Investors face correlation risk because the payoff depends on the worst performer; positive moves in two indices are ignored if one index underperforms.

Key dates. Settlement is scheduled for 6 Aug 2025 (T+3). Because U.S. secondary trades shift to T+1, early trades may require special settlement arrangements. Principal protection applies only if the notes are held to maturity.

Target investors. The suitability section emphasises buyers who: (i) seek capped equity exposure with full principal repayment; (ii) can tolerate interim price volatility; (iii) do not need current income; and (iv) are comfortable bearing UBS credit risk.

Deal economics. UBS Securities LLC acts as underwriter, earning the $2.50 per-note discount and may re-allow it to third-party dealers. Following issuance, UBS’ bid may temporarily exceed model value by up to the embedded sales concessions, which amortise to zero within six months.

Material legal & tax items. The SEC-registered 424B2 supplement incorporates the Feb-2025 base prospectus, index supplement and product supplement. For U.S. tax purposes, the notes are expected to be treated as contingent payment debt instruments, requiring OID accrual; investors should review the detailed CPDI discussion and consult advisers.

UBS AG London Branch is issuing $5.583 million of Contingent Income Auto-Callable Securities linked to the common stock of Citigroup Inc. (Ticker: C). Each $1,000 security offers a quarterly contingent payment of $26.625 (10.65% p.a.) whenever the closing price of Citigroup equals or exceeds the 70% downside threshold ($62.10) on the relevant determination date. If, on any determination date other than the final one, Citigroup closes at or above the 100% call threshold ($88.72), the notes are automatically redeemed for $1,000 plus the same $26.625 coupon.

The securities mature on 7 Jul 2028 (≈36 months). At maturity investors receive:

• Par + final coupon if Citigroup closes ≥ the downside threshold.
• Cash value equal to the exchange ratio (par / $88.72) × final price if Citigroup is below the threshold, exposing holders to full downside in excess of 30% and up to 100% principal loss.

Key structural details

• Issuer credit: unsubordinated, unsecured debt of UBS AG; payments depend on UBS solvency.
• Issue price: 100%; estimated initial value: 97.17% ($971.70), reflecting fees (2.25%) and internal funding spread.
• Settlement: T+3 primary; no listing, limited secondary liquidity; UBS Securities LLC acts as calculation agent and market-maker.
• Commissions: $17.50 sales commission + $5.00 structuring fee per note; net proceeds to issuer 97.75% of face.
• Risk factors include coupon discontinuity, early-call reinvestment risk, single-equity volatility, potential UBS/FINMA resolution actions, liquidity constraints and complex U.S. tax treatment.

Illustrative scenarios show: (1) early call after first quarter yields 2.66%; (2) early call after three quarters yields 5.33%; (3) no call and 60% share decline produces $400 redemption (-60%); (4) no call and 10% decline still returns par + coupon.

Overall, the notes target income-focused investors willing to trade upside for double-digit coupons, accept 30% soft protection and bear issuer credit and liquidity risk.