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Net Operating Loss Carryforwards (NOLs)
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Bimini Capital Management, Inc. Amends and Extends Stockholder Rights Plan
Globenewswire· 2025-12-10 21:10
Core Viewpoint - Bimini Capital Management, Inc. has amended its Rights Agreement to extend its expiration date and adjust the purchase price, aiming to preserve stockholder value and protect its net operating loss carryforwards [1][2][3]. Group 1: Rights Plan Amendment - The Board of Directors adopted the First Amendment to the existing Rights Agreement, extending the expiration date from December 21, 2025, to December 21, 2030, and increasing the purchase price from $4.76 to $10.20 [1]. - The Rights Plan is intended to safeguard stockholder value and the value of tax assets, specifically net operating loss carryforwards (NOLs), which amounted to approximately $253.9 million as of September 30, 2025 [2]. - The increase in the purchase price is designed to enhance potential dilution for stockholders triggering rights under the plan, thereby reducing the likelihood of an "ownership change" as defined by Section 382 of the Internal Revenue Code [3]. Group 2: Stockholder Approval and Future Actions - The First Amendment will be submitted for stockholder approval at the 2026 annual meeting, with automatic termination of the amendment set for June 30, 2026, if approval is not obtained [4]. - A detailed summary of the First Amendment will be included in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission [5]. Group 3: Company Overview - Bimini Capital Management, Inc. primarily invests in residential mortgage-related securities issued by government-sponsored entities such as Fannie Mae, Freddie Mac, and Ginnie Mae [6]. - The company also manages Orchid Island Capital, Inc., a publicly-traded real estate investment trust, and Royal Palm Capital, LLC, both with similar investment strategies [7][8].
Heron Therapeutics, Inc. Adopts Tax Benefits Preservation Plan to Protect NOL Assets and Shareholder Value
Prnewswire· 2025-08-15 11:45
Core Viewpoint - Heron Therapeutics has adopted a Section 382 rights plan to protect its net operating loss carryforwards (NOLs) and other tax attributes, which are crucial for offsetting future taxable income [1][2][3] Group 1: Rights Plan Details - The Board of Directors unanimously approved the Rights Plan, which is effective from August 14, 2025, and will expire one year later unless terminated or extended [1][2] - The Rights Plan aims to deter any single investor or group from acquiring 4.99% or more of Heron's outstanding common stock, thereby reducing the risk of an "ownership change" that could limit the use of NOLs [2][3] Group 2: Financial Context - As of December 31, 2024, Heron had approximately $1.37 billion in U.S. federal NOLs available to offset future taxable income, which can enhance cash flow as the company pursues its growth strategy [2] - The adoption of the Rights Plan is intended to protect the potential value of these NOLs as the company executes its growth plans [3] Group 3: Company Overview - Heron Therapeutics is a commercial-stage biotechnology company focused on developing and commercializing therapeutic innovations to improve patient care, particularly in acute care and oncology [4]