Business Context and Reporting Period
Company: Miami International Holdings, Inc.
Filing Type: Form 8-K (Current Report)
Reporting Period: April 1, 2026 through June 17, 2026
Event Date: June 17, 2026
Primary Subject: Unregistered Sales of Equity Securities (Item 3.02)
Key Financial Metrics and Transaction Details
This filing reports specific equity transactions rather than standard financial performance metrics (revenue, profit, cash flow). The filing does not provide clear values for revenue, margins, debt, or liquidity.
| Metric | Value |
|---|---|
| Total Shares Issued | 1,881,554 |
| Total Cash Consideration | $175,000 |
| Shares Surrendered (Cashless Exercises) | 102,790 |
| Warrants Surrendered (Exchange Agreement) | 2,362,279 |
| Warrant Exercise Price (Cashless) | $5.50 and $26.00 |
| Warrant Exercise Price (Exchange) | $14.50 |
Material Changes and Transaction Breakdown
Between April 1, 2026, and June 17, 2026, the Company issued shares to one accredited investor, one current consultant, and nine former consultants. The issuance consisted of three distinct components:
- Cash Exercise: 12,500 shares issued for $175,000 cash.
- Cashless Exercises: 355,065 shares issued via the surrender of 102,790 existing shares. The aggregate exercise price for these warrants was $4,848,503.
- Exchange Agreement: 1,616,779 shares issued in exchange for the cancellation of 2,362,279 warrants.
Guidance, Risks, and Legal Basis
Legal Basis: Securities were issued in reliance on exemptions from registration requirements under Section 4(a)(2) and Section 3(a)(9) of the Securities Act of 1933.
Guidance and Outlook: The filing text does not provide clear values or statements regarding future guidance, management commentary, or operational outlook.
Risks and Contingencies: No specific risks or contingencies are detailed in this report beyond the standard disclosure of unregistered sales.
Investor Verification Checklist
- Verify the dilution impact of the 1,881,554 newly issued shares on existing shareholders.
- Confirm the identity of the "accredited investor" involved in the Exchange Agreement and the 1,616,779 share issuance.
- Review the terms of the Exchange Agreement regarding the cancellation of 2,362,279 warrants.
- Assess the cash inflow of $175,000 relative to the company's current liquidity needs.
- Check subsequent filings for any registration statements (Form S-1 or S-3) related to these unregistered shares.