Piermont Valley Acquisition Corp: enters PIPE deal for $5,000,000

What happened

• Piermont Valley Acquisition Corp reported that on Sep 30, 2026 it entered into a Securities Purchase Agreement with Tigerless AI Holdings Inc. ("Pubco"), Tigerless Health, Inc., and Capstan Point, LLC (the "PIPE Investor") in connection with the previously announced business combination dated Apr 17, 2026.
• Under the PIPE Securities Purchase Agreement Pubco will issue 5,000 shares of Series A convertible preferred stock at $1,000 per share for aggregate gross proceeds of $5,000,000. Funding is in two tranches: 3,500 shares for $3,500,000 at the first closing (the first business day after the business combination closing) and 1,500 shares for $1,500,000 at the second closing (the 90th business day after the business combination closing).

Key details

• Conversion and pricing: each share is convertible at the holder’s option; the Conversion Amount generally equals 110% of stated value; the Conversion Price is the lower of $10.00 and 93% of the lowest daily volume-weighted average price during the five trading days before conversion, subject to an initial floor price of $2.00 that can reset lower every six months under specified rules.
• ownership and reserves: conversions are initially subject to a 4.99% beneficial-ownership limitation (increaseable to up to 9.99% after notice) and Pubco must reserve at least 200% of the shares necessary to cover conversion at the applicable floor price.
• triggering events and remedies: Triggering Events can increase stated value by 15% one-time and cause a 5% annual default dividend to accrue; holders may require up to 25% of subsequent financing proceeds to be applied to redeem preferred shares during uncured Triggering Events; Pubco may redeem shares for cash at 110% of stated value plus amounts owed.
• closing fee and registration: as a closing fee existing holders must transfer an aggregate of 2,000,000 Pubco Class A common shares to the PIPE Investor subject to a 4.99% delivery cap; Pubco must file a resale registration statement within 30 calendar days after the first PIPE closing covering 200% of the maximum shares issuable at the initial floor price and may owe liquidated damages starting at 5% of the purchase price for missed registration deadlines.

Why it may matter

• Item 1.01: the filing reports entry into a material definitive agreement, namely the PIPE Securities Purchase Agreement, which sets the terms for the $5,000,000 PIPE financing, the Series A convertible preferred stock rights and preferences, conversion mechanics, Triggering Events, redemption rights and related registration and transfer provisions. The filing does not show why the insider traded or why the company acted.