zSpace Inc SEC Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (ticker C), is offering Callable Contingent Coupon Equity-Linked Securities maturing on 21 July 2028. The $1,000-denominated notes are unsecured senior debt and will not be listed on any exchange.

The notes pay a contingent coupon of at least 0.8375 % per month (≥10.05 % p.a.) on each scheduled payment date only if the worst performing of the following underlyings closes at or above 70 % of its initial level on the preceding valuation date: (1) Dow Jones Industrial Average (DJIA), (2) Energy Select Sector SPDR Fund (XLE), (3) Russell 2000 Index (RTY). If the worst performer is below the 70 % coupon barrier, no coupon is paid for that period.

Issuer call right: Citigroup may redeem the notes in whole on any of 30 potential redemption dates starting 20 January 2026. Called notes return $1,000 plus any due coupon, terminating future payments.

Principal repayment: • If not called and the worst performer is ≥60 % of its initial value on the final valuation date (18 July 2028), investors receive the full $1,000 principal (plus final coupon if earned). • If the worst performer is <60 % of initial, repayment equals $1,000 plus $1,000 × underlying return of the worst performer, exposing holders to 1:1 downside below the 60 % barrier with a potential loss of all principal.

Key economic terms

• Initial pricing date: 18 July 2025; issue date: 23 July 2025
• CUSIP/ISIN: 17333LJW6 / US17333LJW63
• Estimated value on pricing date: at least $923.50 (≈92.4 % of issue price), reflecting distribution & hedging costs
• Structuring fee to dealers: up to $5.00 per note; additional marketing fees up to $4.50 per note

Illustrative payouts show: (i) full principal plus coupon when the worst performer stays ≥60 % (example 4–5); (ii) 50 % or 20 % principal return when the worst performer falls 40–80 % (examples 6–7).

Risk highlights (selected from PS-6 – PS-9):

• Investors may lose all invested principal and receive no coupons.
• Coupon payments are contingent; higher stated rate compensates for higher risk.
• Multiple underlyings heighten the chance that one triggers a barrier breach.
• Notes subject to credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
• No secondary-market listing; CGMI may provide only indicative bid quotes.
• Estimated value is below issue price; secondary values will reflect a bid-ask spread and issuer funding rate.
• Sector concentration (energy) and small-cap exposure (Russell 2000) add volatility.
• Complex U.S. tax treatment; withholding of 30 % possible for non-U.S. investors.

These securities are designed for sophisticated investors seeking elevated income who can tolerate the possibility of zero coupons, early redemption at issuer discretion, and significant principal loss tied to equity market performance.

Super League Enterprise, Inc. (SLE) filed a Form 8-K to announce that it has regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum closing bid price of $1.00 per share. Nasdaq notified the company on 8 July 2025 that, as of 7 July 2025, SLE’s common stock had closed at or above the $1.00 threshold for the required period. No financial statements or earnings data were provided, and the filing contains no other material transactions or changes. The company remains listed on the Nasdaq Capital Market; therefore, the risk of delisting has been removed for this specific deficiency.

60 Degrees Pharmaceuticals, Inc. (Nasdaq: SXTP) has filed a Form S-1 to raise fresh capital through a best-efforts offering of up to 2,036,659 shares of common stock (or pre-funded warrants in lieu of shares) bundled with an equal number of Series A-1 and Series A-2 warrants. The combined assumed public price is $2.455 per share-and-warrant unit, matching the July 2, 2025 closing price. A full subscription would generate gross proceeds of roughly $5.0 million; proceeds are earmarked for general corporate purposes and working capital.

The Series A-1 warrants carry a five-year term, while the shorter-dated Series A-2 warrants expire 18 months after the Initial Exercise Date. Both warrant series initially require shareholder approval to become exercisable unless Nasdaq’s “Pricing Conditions” are met on pricing; the exercise price equals the public offer price ($2.455). Up to 6,109,977 additional shares may be issued upon full warrant exercise (including placement-agent warrants equal to 7.5 % of shares sold).

Capital structure impact: the company had 1,472,891 shares outstanding as of July 2, 2025. Immediate issuance of 2.0 million new shares expands the float by about 138 %. Full warrant exercise could boost fully-diluted share count by more than 400 %, materially diluting existing holders.

Key terms & risk factors:

• No minimum offering size, no escrow; funds are immediately available to the company, but investors bear execution risk if only a fraction of the securities are sold.
• H.C. Wainwright & Co. is acting as exclusive placement agent for a 7.5 % cash fee and warrant compensation.
• There is no public trading market for the new warrants and none is planned.
• The auditor has expressed substantial-doubt going-concern language; the raise is crucial for liquidity.
• The company is an emerging growth and smaller reporting company; it may provide scaled disclosures and faces heightened financing dependence.

Business overview: 60 Degrees is a specialty infectious-disease company. Its FDA-approved malaria prophylactic Arakoda (tafenoquine) entered the U.S. market in 2019. Management is pursuing label expansion to tick-borne babesiosis (three clinical trials in progress) and exploring antifungal and antiviral indications. Recent financings (January and February 2025 registered direct offerings and an ATM program) illustrate an active but dilutive capital strategy.

Investment takeaways: This raise provides short-term cash but introduces considerable dilution and execution risk. Future value hinges on commercialization of Arakoda, successful clinical data in babesiosis, and the ability to secure larger, less dilutive funding once proof-of-concept milestones are met.

The Toronto-Dominion Bank (TD) is offering two-year, market-linked “Capped Notes with Absolute Return Buffer” referenced to the MSCI® Emerging Markets Index (MXEF) and maturing in July 2027. The unsecured senior notes are issued in $10 units and provide:

• Upside Participation: 1-to-1 exposure to any Index increase, capped at a maximum return of 18.00%-22.00% (final cap set on the pricing date). The Capped Value will equal $11.80-$12.20 per unit.
• 10% Absolute Return Buffer: If the Index ends 0-10% below the Starting Value, investors receive a positive return equal to the absolute Index decline (e.g., –5% Index change → +5% note return).
• Downside Risk: If the Index falls more than 10%, losses are 1-for-1 beyond that threshold, exposing up to 90% of principal.
• No interim coupons or dividends; all cash flows occur at maturity and depend on TD’s credit.
• Pricing & Costs: Public offering price $10.00; underwriting discount $0.20 (reduced to $0.15 for ≥300,000 units); embedded hedging charge $0.05. The initial estimated value is $9.192-$9.492, below issue price.
• Liquidity: No exchange listing and limited secondary market making by BofA Securities (BofAS) and Merrill Lynch Pierce Fenner & Smith (MLPF&S).

Key terms include a 90% Threshold Value, 100% Participation Rate and five-day Maturity Valuation Period. BofAS and TD will act as joint calculation agents.

Principal risks detailed in the term sheet:

• Potential loss of up to 90% of invested principal.
• Return is limited by the cap and by the buffer mechanics; comparable direct equity positions could outperform.
• Secondary market prices are expected to be below the public offering price and may be materially below the initial estimated value.
• Payments are subject to TD’s credit; the notes are not CDIC or FDIC insured.
• Complex tax treatment for U.S. and non-U.S. holders; outcome is uncertain.
• Conflicts of interest may arise from TD and BofAS hedging, market-making and calculation-agent roles.
• Additional emerging-market and geopolitical risks affecting MXEF constituents.

The document is Amendment No. 1 to the preliminary term sheet dated 1 July 2025 and supersedes the original version.

On 07/01/2025, Gartner Inc. (IT) filed a Form 4 disclosing that outside director Jose M. Gutierrez converted 32 Common Stock Equivalents (CSEs) into an equal number of Gartner common shares at $0 cost. The distribution was made under the company’s Long-Term Incentive Plan (LTIP) and is coded “J,” indicating an ‘other’ type of transaction. Immediately before the conversion, Gutierrez received a routine LTIP grant of 32 additional CSEs priced at $406.70 per unit (Code “A”), leaving him with 226 CSEs outstanding after the offsetting distribution.
Following the reported transactions, the director’s direct ownership stands at 1,663 common shares plus the remaining 226 CSEs. The 32-share increase represents an immaterial fraction of Gartner’s ~80 million diluted shares outstanding and does not affect the public float or corporate control. The filing reflects ordinary, compensation-related equity movements rather than a discretionary open-market purchase or sale, and therefore has limited signaling value for investors.

Bank of Montreal is offering US$435,000 of Senior Medium-Term Digital Return Notes, Series K, linked to FedEx Corporation (FDX) common stock. The three-year notes (Pricing Date : 30 Jun 2025; Maturity : 03 Jul 2028) pay a single 26.00% digital return if FDX’s closing price on the Valuation Date is at least equal to the Initial Level of $227.31. Should the Final Level fall below the Initial Level, investors receive only principal, resulting in a 0% return. There is no participation above 26% and the notes bear no periodic interest.

Key economic terms include: Digital Barrier = 100% of Initial Level; minimum denomination = $1,000; CUSIP 06376EHA3. The notes are unsecured, unsubordinated obligations of Bank of Montreal and are subject to issuer credit risk. They will not be listed, and any liquidity will rely on BMO Capital Markets Corp. acting as a market-maker. Issue price equals 100%, with a 0.75% selling commission; the estimated initial value is $986.68 per $1,000, reflecting embedded dealer compensation and hedging costs.

The filing highlights material risks: upside capped at 26%, potential under-performance versus conventional bonds, lack of dividends, secondary-market uncertainty, conflicts of interest in the calculation agent role, and complex U.S. tax treatment as contingent payment debt instruments. The product may appeal to investors seeking principal preservation plus a defined payoff contingent on non-negative FDX performance, but it sacrifices income and exposes holders to both FedEx share volatility and Bank of Montreal’s credit profile.

zSpace, Inc. (ZSPC) Form 4 filing: Director Joanna Morris reported the vesting of 6,720 Restricted Stock Units (RSUs) on 1 July 2025, which automatically converted into an equal number of common shares at $0 exercise price. The award was originally granted on 1 April 2025 under the company’s 2024 Equity Incentive Plan and board compensation policy. Following the conversion, Morris now holds 6,720 ZSPC common shares directly. The filing also shows she still retains approximately 6,721 RSUs outstanding. No open-market purchase or sale occurred; code “M” denotes an exempt, non-cash conversion, resulting in negligible cash flow and minimal dilution given the small share count.

Form 4 filing overview (ZSPC): Director Pankaj Gupta reported the vesting and automatic conversion of 6,720 Restricted Stock Units (RSUs) into an equal number of shares of zSpace, Inc. common stock on July 1, 2025. The transaction is coded “M,” indicating a tax-free, cost-free conversion; the reported price is $0.00.

Following the conversion, Gupta now holds 6,720 shares directly. Table II shows he still beneficially owns 6,721 RSUs, which remain un-converted. The RSUs were originally granted on April 1, 2025 under the company’s 2024 Equity Incentive Plan and the board’s annual compensation policy.

The filing represents a routine equity award vesting rather than an open-market purchase or sale, and therefore carries limited immediate valuation impact. However, it marginally increases insider equity alignment with shareholders.

Form 4 highlights for Lionsgate Studios Corp. (LION): Vice-Chair Michael R. Burns reported four equity transactions dated 07/01/2025. Two awards added a total of 115,685 common shares (36,575 RSUs from the annual grant and 79,110 performance RSUs) at a deemed price of $0. To satisfy withholding taxes, 68,185 shares were automatically forfeited at average prices near $5.8 (Codes F).

After the transactions, Burns’ direct beneficial ownership stands at 3,080,786 common shares. The filing also discloses sizable unvested RSU positions—at least 385,365 units scheduled to vest between 2025-2028—enhancing future ownership alignment. No open-market purchases or derivative activity were reported.