Abacus Global Management, Inc. Announces Exchange Offer and Consent Solicitation for Outstanding Warrants

Abacus Global Management plans an exchange offer and consent solicitation for its public and private placement warrants.

Quiver AI Summary

Abacus Global Management, Inc. has announced plans to conduct an exchange offer and consent solicitation for its outstanding public and private placement warrants, which allow holders to purchase common stock at a price of $11.50 per share. The company will offer holders the opportunity to exchange each warrant for 0.23 shares of common stock. Additionally, Abacus will seek consent from warrant holders to amend the Warrant Agreement, allowing the exchange of each remaining warrant for 0.207 shares of common stock after the Offer closes. The commencement of the Offer will follow the filing of a Form S-4 registration statement. This announcement is compliant with Rule 135 under the Securities Act of 1933 and does not constitute an offer to purchase or sell securities.

Potential Positives

The company is proactively engaging with warrant holders through an exchange offer and consent solicitation, which can enhance investor relations and potentially improve shareholder sentiment.
By offering stock in exchange for warrants, the company may effectively reduce its outstanding liabilities related to these warrants, thus potentially strengthening its financial position.
The planned amendments to the Warrant Agreement indicate the company's strategic intent to manage its capital structure flexibly, which could be seen as a positive move by investors.

Potential Negatives

The proposed amendment to the Warrant Agreement requires a significant reduction in the exchange ratio for holders of the warrants, which may lead to dissatisfaction among investors and potential backlash.
The company is undertaking an exchange offer and consent solicitation, suggesting potential liquidity issues or difficulties in managing existing warrants.
The need for consent from at least 50% of the warrant holders indicates potential challenges in securing necessary shareholder approval, which could impede the company's plans.

FAQ

What is the exchange offer announced by Abacus Global Management?

Abacus Global Management plans to offer holders of their warrants the chance to exchange them for shares of common stock.

How many shares will warrant holders receive in the exchange?

Warrant holders will receive 0.23 shares of common stock for each outstanding warrant tendered in the exchange offer.

What is the purpose of the consent solicitation?

The consent solicitation aims to amend the Warrant Agreement to allow a different exchange ratio for outstanding warrants after the offer closes.

When will the exchange offer start?

The exchange offer is expected to commence after filing a Form S-4 registration statement detailing the offer's terms.

Are there any restrictions on the offer?

Yes, the offer does not constitute a solicitation in areas where it would be unlawful prior to registration under local securities laws.

Disclaimer: This is an AI-generated summary of a press release distributed by GlobeNewswire. The model used to summarize this release may make mistakes. See the full release here.

$ABL Insider Trading Activity

$ABL insiders have traded $ABL stock on the open market 3 times in the past 6 months. Of those trades, 3 have been purchases and 0 have been sales.

Here’s a breakdown of recent trading of $ABL stock by insiders over the last 6 months:

KEVIN SCOTT KIRBY (Co-Founder and President) purchased 86,207 shares for an estimated $497,759
SEAN MCNEALY (Co-Founder and President) purchased 86,207 shares for an estimated $497,759
WILLIAM HUGH JR MCCAULEY (Chief Financial Officer) purchased 33,000 shares for an estimated $192,155

To track insider transactions, check out Quiver Quantitative's insider trading dashboard.

$ABL Hedge Fund Activity

We have seen 48 institutional investors add shares of $ABL stock to their portfolio, and 38 decrease their positions in their most recent quarter.

Here are some of the largest recent moves:

MONASHEE INVESTMENT MANAGEMENT LLC removed 810,000 shares (-100.0%) from their portfolio in Q1 2025, for an estimated $6,066,900
BASTION ASSET MANAGEMENT INC. added 577,479 shares (+inf%) to their portfolio in Q1 2025, for an estimated $4,325,317
ROYCE & ASSOCIATES LP added 517,822 shares (+39.6%) to their portfolio in Q1 2025, for an estimated $3,878,486
SEVEN GRAND MANAGERS, LLC removed 507,485 shares (-100.0%) from their portfolio in Q1 2025, for an estimated $3,801,062
VANGUARD GROUP INC added 265,798 shares (+25.9%) to their portfolio in Q1 2025, for an estimated $1,990,827
BLACKROCK, INC. added 243,850 shares (+103.2%) to their portfolio in Q1 2025, for an estimated $1,826,436
GOLDMAN SACHS GROUP INC added 221,712 shares (+13.0%) to their portfolio in Q1 2025, for an estimated $1,660,622

To track hedge funds' stock portfolios, check out Quiver Quantitative's institutional holdings dashboard.

Full Release

ORLANDO, Fla., June 27, 2025 (GLOBE NEWSWIRE) -- Abacus Global Management, Inc. (the “Company”) (NASDAQ: ABL), today announced that it intends to conduct an exchange offer (the “Offer”) and consent solicitation (the “Consent Solicitation”) relating to its outstanding (i) public warrants to purchase shares of common stock of the Company, par value $0.0001 per share (“common stock”), which warrants trade on The Nasdaq Capital Market under the symbol “ABLLW” (“public warrants”), and (ii) private placement warrants to purchase shares of common stock (such private placement warrants, together with the public warrants, the “warrants”).

Each outstanding warrant is exercisable for one common share at a price of $11.50 per share, subject to adjustments pursuant to the warrant agreement that governs the warrants (the “Warrant Agreement”). The Company intends to offer to all holders of the warrants the opportunity to receive 0.23 shares of common stock in exchange for each outstanding warrant tendered by the holder and exchanged pursuant to the Offer. Concurrently with the Offer, the Company also expects to solicit consents from holders of the warrants to amend the Warrant Agreement to permit the Company to require that each warrant that is outstanding upon the closing of the Offer be exchanged for 0.207 shares of common stock, which is a ratio 10% less than the exchange ratio that will be applicable to the Offer (such amendment, the “Warrant Amendment”). Pursuant to the terms of the Warrant Agreement, all except certain specified modifications or amendments require the vote or written consent of holders of at least 50% of the outstanding public warrants.

The Company expects to commence the Offer following the filing of a Form S-4 registration statement setting forth the terms of the Offer.

Important Notice

This announcement is being made pursuant to and in accordance with Rule 135 under the Securities Act of 1933. As required by Rule 135, this press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

Contacts :

Investor Relations
Robert F. Phillips – SVP Investor Relations and Corporate Affairs
[email protected]
(321) 290-1198

David Jackson – Director of IR/Capital Markets
[email protected]
(321) 299-0716

Abacus Global Management Public Relations
[email protected]