Business Context and Reporting Period
Company: Miami International Holdings, Inc.
Filing Type: Form 8-K (Current Report)
Reporting Period: December 15, 2025, through February 9, 2026
Event Date: February 9, 2026
This filing reports unregistered sales of equity securities pursuant to Item 3.02. The company is incorporated in Delaware and its common stock trades on the New York Stock Exchange under the symbol MIAX.
Key Financial Metrics and Capital Activity
The filing details specific capital raising and debt conversion activities rather than standard operating financial metrics (revenue, profit, cash flow).
- Total Shares Issued: 3,973,663 shares of Common Stock.
- Debt Conversion: Conversion of accrued but unpaid interest totaling $1,518,559 under a promissory note.
- Cash Proceeds: $462,976 received from warrant exercises.
- Share Surrenders: 72,135 shares of Common Stock were surrendered in connection with cashless warrant exercises.
Material Changes and Transaction Details
The primary material change is the significant increase in outstanding share count due to debt conversion and warrant exercises. Notable transactions include:
- January 2, 2026: Issuance of 2,987 shares for $61,242 of accrued interest conversion at $20.50/share.
- January 9, 2026: Issuance of 16,560 shares for $152,200 cash plus 3,440 shares surrendered.
- January 15, 2026: Issuance of 15,000 shares for $228,300 cash.
- February 9, 2026: Issuance of 3,799,820 shares (the largest single issuance) via cashless exercise with a surrender of 180 shares.
Guidance, Outlook, and Risks
The filing text does not provide management commentary, forward-looking guidance, or specific risk factors beyond the disclosure of unregistered securities sales. The filing does not contain information regarding revenue outlook, liquidity projections, or contingencies.
Investor Verification Checklist
- Verify the total number of outstanding shares post-issuance to assess dilution impact.
- Confirm the remaining principal balance and terms of the promissory note following the $1,518,559 interest conversion.
- Review the warrant exercise price and expiration dates for the remaining unexercised warrants.
- Check subsequent filings for any registration statements (Form S-3 or S-1) intended to register these unregistered shares for public resale.