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Hadron Energy, Inc.·4

May 27, 8:45 PM ET

Dinu Raluca 4

4 · Hadron Energy, Inc. · Filed May 27, 2026

Research Summary

AI-generated summary of this filing

Updated

Hadron Energy (HDRN) Chairman Avi S. Katz Receives Shares in Merger

What Happened

  • Avi S. Katz, Chairman of Hadron Energy and a reported 10% owner, was credited with multiple equity transactions tied to the company’s merger closing on 2026-05-22. The Form 4 records three acquisition entries (two grants of 87,500 shares each and a larger award of 9,932,246 shares), totaling 10,107,246 shares. The filing also records a conversion/exercise-type entry for 9,932,246 derivative shares (code M) and two “other” derivative dispositions of 29,300 shares each (code J).
  • The filing notes the company’s common stock closed at $5.16 on the effective date of the merger, valuing the ~10.1M shares at roughly $52.1 million. These were merger-related issuances/conversions rather than open-market purchases or routine sales.

Key Details

  • Transaction date: 2026-05-22; Form 4 filed: 2026-05-27 (filed more than two business days after the transaction date — appears later than the usual Form 4 window).
  • Reported acquisitions: 87,500 + 87,500 + 9,932,246 = 10,107,246 shares. Reported derivative entries: exercise/conversion (M) of 9,932,246 shares and two other dispositions (J) of 29,300 shares each.
  • Price reported: N/A on the Form 4 lines; footnote states closing price on the effective merger date was $5.16 (used above to estimate value).
  • Shares owned after transaction: not specified in the provided extracts of the Form 4.
  • Relevant footnotes: F1/F3 explain shares were received in exchange for pre-merger Hadron shares under the business combination agreement; F4 states certain common stock are held directly by the Sponsor and beneficially owned by Dr. Katz and Dr. Raluca Dinu; F5 notes a convertible promissory note principal was paid in full at closing.
  • Insider type: Katz is a Chairman and reported 10% owner — this is a beneficial ownership/merger-related transaction, not a routine executive open-market buy/sell.

Context

  • These entries reflect merger exchange and derivative conversion mechanics (not an open-market trade). Code M indicates exercise/conversion of a derivative into common stock; code J is an “other” acquisition/disposition related to derivatives or transfers. Such merger-related issuances are typically exempt under Rule 16b-3 and reflect structural changes from the business combination rather than a simple buy/sell signal.
  • For retail investors: purchases/acquisitions tied to mergers are informational about ownership and capitalization changes but do not necessarily signal insider sentiment in the same way as voluntary open-market purchases or sales.

Insider Transaction Report

Form 4
Period: 2026-05-22
Hadron Energy, Inc.HDRN
Katz Avi S
DirectorChairman10% Owner
Transactions
  • Award

    Common Stock

    [F1][F2]
    2026-05-22+87,500→ 87,500 total
  • Award

    Common Stock

    [F3][F2]
    2026-05-22+87,500→ 87,500 total(indirect: By Spouse)
  • Award

    Common Stock

    [F4][F2]
    2026-05-22+9,932,246→ 9,932,246 total(indirect: By GigAcquisitions7 Corp.)
  • Exercise/Conversion

    Class B ordinary shares

    [F2][F4]
    2026-05-22−9,932,246→ 0 total(indirect: GigAcquisitions7 Corp.)
    From: 2026-05-22Exp: 2026-05-22→ Common Stock (9,932,246 underlying)
  • Other

    Convertible Promissory Note

    [F5][F4]
    2026-05-22−29,300→ 0 total(indirect: GigAcquisitions7 Corp.)
    From: 2026-05-22Exp: 2026-05-22→ Class A ordinary shares (29,300 underlying)
  • Other

    Convertible Promissory Note

    [F5][F4]
    2026-05-22−29,300→ 0 total(indirect: GigAcquisitions7 Corp.)
    From: 2026-05-22Exp: 2026-05-22→ Warrants (29,300 underlying)
Footnotes (5)
  • [F1]Received by Dr. Avi S. Katz in exchange for 1,750.04 shares of Hadron Energy, Inc. ("Hadron") held by Dr. Katz, in connection with the merger of Hadron into a subsidiary of GigCapital7 Corp. (the "Company") (the "Merger") pursuant to the exchange ratio set forth in the business combination agreement between Hadron and the Company. The acquisition of these shares is an exempt transaction under Rule 16b-3, promulgated by the U.S. Securities and Exchange pursuant to the Securities and Exchange Act of 1934, as amended.
  • [F2]The closing price of the Company's Common Stock on the effective date of the Merger was $5.16.
  • [F3]Received by Dr. Raluca Dinu in exchange for 1,750.04 shares of Hadron held by Dr. Dinu, in connection with the Merger of Hadron into a subsidiary of the Company pursuant to the exchange ratio set forth in the business combination agreement between Hadron and the Company. The acquisition of these shares is an exempt transaction under Rule 16b-3, promulgated by the U.S. Securities and Exchange pursuant to the Securities and Exchange Act of 1934, as amended.
  • [F4]The Common Stock are held directly by GigAcquisitions7 Corp. (the "Sponsor"). The shares held by the Sponsor are beneficially owned by Dr. Katz, the Issuer's Chairman of the Board of Directors, and Dr. Dinu, the Issuer's Director. Dr. Katz and Dr. Dinu are the members of the Sponsor, who both have the voting and dispositive power over the shares held by the Sponsor.
  • [F5]In connection with the closing of the Merger, the principal balance of the convertible promissory note was paid in full.

Documents

1 file
  • 4
    primary_doc.xmlPrimary

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