Evernorth Holdings Inc. has entered into a Common Stock Purchase Agreement with CF Principal Investments LLC, an affiliate of Cantor Fitzgerald & Co., on October 23, 2026. The agreement establishes a committed equity facility allowing Evernorth to sell up to 5,218,935 newly issued shares of Class A common stock to Cantor.
The facility is structured similarly to an at-the-market equity offering, giving Evernorth the discretion to sell shares on a periodic basis based on market conditions. The purchase price for shares sold to Cantor will be 97% of the volume-weighted average price of the stock on the applicable purchase date. The company is prohibited from delivering a purchase notice unless the closing sale price of the stock meets a specific threshold price, which is the greater of $1.00, 90% of the previous day's closing price, or a higher price specified by the company.
As consideration for the agreement, Evernorth agreed to pay a cash commitment fee of $521,893.50, equal to 1.0% of the total commitment. This fee is fully earned and non-refundable upon the effective date of the Initial Resale Registration Statement, with a maximum aggregate cap of $1,000,000 including any additional fees. The company is also obligated to pay StoneX Financial Inc. a cash fee of $200,000 to serve as the qualified independent underwriter for the registration process.
Concurrently with the Purchase Agreement, the company entered into a Registration Rights Agreement. This agreement requires Evernorth to file an Initial Resale Registration Statement on Form S-1 with the SEC within 30 days of the agreement's date and use commercially reasonable efforts to get it declared effective as soon as practicable.
