Miami International Holdings Inc.

12/15/2025 | Press release | Distributed by Public on 12/15/2025 15:33

Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.
Since September 30, 2025, the end of the period covered by the most recent report filed on any of Forms 8-K, 10-K or 10-Q under this Item 3.02 by Miami International Holdings, Inc. (the "Company"), through December 15, 2025, the Company issued a total of 4,006,946 shares of its common stock, par value $0.001 per share ("Common Stock") in connection with (i) the conversion of quarterly accrued but unpaid interest under a convertible promissory note in the principal amount of $5,000,000 (the "$5 Million Note"), (ii) the conversion of the $5 Million Note, plus accrued but unpaid interest thereunder, and (iii) the exercise of warrants by certain of the Company's holders for an aggregate of $2,419,500 in cash consideration and the surrender of 733,923 shares of Common Stock pursuant to cashless exercises. On December 15, 2025, with the issuance of shares described in (iii) above, the aggregate number of shares of Common Stock issued in unregistered transactions during the foregoing period has exceeded five percent (5%) of the total number of such shares issued and outstanding as of September 30, 2025.
Title of Securities
Issuance Date
Number of Shares Issued
Aggregate Consideration
Common Stock 10/1/2025 7,483 Conversion of $119,726 worth of accrued but unpaid interest under a convertible promissory note at a price per share of $16.00.
Common Stock 10/1/2025 5,422 Surrender of 10,628 shares of Common Stock pursuant to cashless exercise of a warrant
Common Stock 10/24/2025 990 Surrender of an aggregate of 1,489 shares of Common Stock pursuant to cashless exercise of warrants
Common Stock
11/3/2025 153,162
Surrender of an aggregate of 23,285 shares of Common Stock pursuant to cashless exercise of warrants
Common Stock
12/4/2025 317,787
Conversion of a convertible promissory note in the principal amount of $5,000,000, plus accrued but unpaid interest thereunder at a price per share of $16.00.
Common Stock
12/12/2025 3,522,102
$2,419,500 plus surrender of an aggregate of 698,521 shares of Common Stock pursuant to cashless exercise of warrants
The securities referred to in this Item 3.02 on Form 8-K were issued and sold in reliance upon the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act.
Item 8.01 Other Events.
On December 15, 2025, the Company completed a public secondary offering, pursuant to which certain of the Company's existing stockholders sold an aggregate of 6,750,000 shares of Common Stock at a price of $41.00 per share. The underwriters exercised in full their option to purchase an additional 1,012,500 shares of Common Stock, at a price to the public of $41.00 per share. The Company did not sell any shares of Common Stock in the offering and will not receive any proceeds from the offering.
Miami International Holdings Inc. published this content on December 15, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 15, 2025 at 21:33 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]