Teamshares Inc. filed a Form 8-K with the SEC on September 23, 2026, disclosing the closing of a Preferred Stock Purchase Agreement under which the company issued 225,000 shares of newly designated Series A Preferred Stock for aggregate proceeds of $222,750,000.

Key Highlights

  • Aggregate proceeds: Teamshares raised $222,750,000 by issuing 225,000 shares of Series A Preferred Stock at $990 per share.
  • Liquidation preference: Each share carries a liquidation preference of $1,000, representing an original issue discount to the $990 purchase price.
  • Dividend rates: The Series A Preferred Stock accrues cumulative dividends at 16.0% per annum if paid in cash, or 18.0% per annum if paid in kind, with step-down rates of 14.5% (cash) or 17.5% (paid-in-kind) upon satisfaction of specified financial tests.
  • Non-voting and non-convertible: The shares are perpetual, non-voting (except as required by Delaware law), and are not convertible into Common Stock or any other class of capital stock.
  • Related-party purchasers: The purchasers are affiliates of a beneficial owner of more than 10% of the company's outstanding Common Stock.
  • Additional issuance option: The Purchase Agreement permits the company to issue up to $75 million in additional Series A Preferred Stock liquidation preference to additional purchasers on the same terms.
  • Unregistered offering: The shares were sold in a transaction exempt from Securities Act registration under Section 4(a)(2), Rule 506(b) of Regulation D, and/or Regulation S; no underwriting discounts or commissions were paid.

Teamshares Closes Series A Preferred Offering, Files Certificate of Designations

According to the filing, Teamshares Inc. (NASDAQ:TMS) entered into and simultaneously closed a Preferred Stock Purchase Agreement on September 23, 2026. The company issued 225,000 shares of newly designated Series A Perpetual, Non-Voting, Non-Convertible Preferred Stock at $990 per share, generating total proceeds of $222,750,000. The Certificate of Designations was approved by the company's Board of Directors, filed with the Secretary of State of the State of Delaware, and became effective prior to the closing and issuance of the shares.

The filing discloses that the Series A Preferred Stock ranks senior to Common Stock and all other capital stock not expressly designated as senior or on parity with it, with respect to dividend rights and liquidation distributions. Cumulative dividends accrue quarterly in arrears. The dividend rate steps down from 16.0% per annum (cash) or 18.0% per annum (paid-in-kind) to 14.5% per annum (cash) or 17.5% per annum (paid-in-kind) once the company satisfies specified financial tests relating to EBITDA, leverage, and fixed charge coverage, according to the filing.

The Purchase Agreement, as disclosed in the filing, also restricts the company's use of offering proceeds, prohibiting their use to fund dividends, distributions, or repurchases of junior securities, or to make payments to affiliates outside the ordinary course of business. The filing further states that if the company issues Series A Preferred Stock to a third-party investor on more favorable terms in respect of purchase price, original issue discount, fees, dividends, or other material structural or protective terms, it must extend those more favorable terms to the existing purchasers. The company designated a total of 300,000 shares of authorized preferred stock as Series A Preferred Stock, of which 225,000 were issued and outstanding immediately following the closing.

What Was Disclosed

Teamshares Inc. disclosed the issuance of 225,000 shares of Series A Preferred Stock for $222,750,000 in aggregate proceeds, the filing of a Certificate of Designations with Delaware, key dividend and liquidation terms, restrictions on use of proceeds, and an option to issue up to $75 million in additional Series A liquidation preference.