Teamshares Inc. Sells $222.75M Series A Preferred Stock

What Happened

• Teamshares Inc. filed an 8-K on September 23, 2026 announcing it closed a Preferred Stock Purchase Agreement and issued 225,000 shares of a newly designated Series A Preferred Stock for an aggregate purchase price of $222,750,000. The shares sold at $990 per share; each has a $1,000 liquidation preference (an original issue discount).
• The Series A Preferred Stock is perpetual, non-voting (except as required by Delaware law), and non-convertible into common stock. Purchasers are affiliates of a beneficial owner holding more than 10% of Teamshares’ common stock. The Company filed the Certificate of Designations with the Delaware Secretary of State prior to issuance and issued a press release announcing the closing.

Key Details

• Amount raised: $222,750,000 via sale of 225,000 Series A preferred shares at $990 each.
• Liquidation preference: $1,000 per share (original issue discount to purchase price).
• Additional capacity: Company may issue up to an additional $75 million aggregate liquidation preference of Series A on the same terms.
• Deal protections: Preferred is non-voting and non-convertible; Purchase Agreement requires the Company to offer any more favorable third‑party terms to these Purchasers and includes customary covenants restricting certain uses of proceeds (e.g., funding dividends, repurchases of junior securities, or affiliate payments outside the ordinary course).

Why It Matters

• This is a material capital raise that provides Teamshares with significant cash (over $222M) while not diluting common shareholders through conversion. The Series A has seniority via a $1,000 liquidation preference per share, which affects recovery priority relative to common stock in a liquidation.
• The investors are affiliated with an existing >10% holder, making this effectively a related‑party transaction; investors should note that affiliation and review the Purchase Agreement and Certificate of Designations (filed as exhibits) for full terms and any contractual restrictions on the Company’s actions.