Justin Sun's TRON submits SEC paperwork to register up to $1 billion in securities

TRON has filed paperwork with the U.S. Securities and Exchange Commission to register up to $1 billion in securities.

The Form S-3 shelf registration allows the company to raise capital by offering a mix of common shares, preferred shares, warrants, debt, rights, or bundled units. TRON did not disclose any specific dates, pricing, or plans for the actual offering.

According to the SEC filing, TRON made this decision just weeks after completing a $100 million private investment in public equity deal on June 16. That agreement involved selling 100,000 shares of Series B Preferred Stock, each valued at $1,000 and convertible into a total of 200 million shares of common stock at $0.50 per share, alongside 220 million warrants.

The warrants match the conversion price and expire in two years. On June 28, the investor paid entirely in TRX tokens, valued based on the June 15 closing price, and deposited into a custodial wallet set up by BiT Global Trust Limited, a registered trust firm in Hong Kong.

The TRX funds are now managed by TRON’s board of directors, with Zhihong Liu, one of the newly appointed directors, also serving on BiT Global’s board. Until shareholders vote otherwise, the preferred shares are limited to a 19.99% conversion cap. “This gives the investor leverage without crossing control thresholds,” said Liu, TRON’s Director and Senior Advisor.

TRON rolls out new board, new terms, and a bigger bet on TRX

The June deal came with internal changes. Justin Sun signed an Advisory Agreement with the company as part of the deal. His father, Weike Sun, owns the investor entity and was appointed Chairman of the Board on the same day.

Zhihong Liu and Zi Yang also joined the board. Liu, 59, previously held senior roles at Ant Financial, Fidelity, and Nomura, while Yang, 27, works across multiple blockchain projects and leads operations for Tronscan.

The Series B shares carry voting power equal to the number of common shares they convert into. However, voting rights are capped at 19.99% until shareholder approval kicks in.

The company confirmed that any stock splits, dividends, or fundamental transactions will trigger adjustments to both conversion and exercise terms. If such a transaction occurs, the investor can demand a Black-Scholes cash payout based on the warrants. TRON does not plan to list these securities on any U.S. exchange.

Also tied to the June deal were employment contract changes for top executives including CEO Richard Miller, CFO Douglas McKinnon, President Taft Flittner, and VP Deborah McDaniel-Hand. All four agreed not to resign or seek exit payouts because of the PIPE offering.

They also agreed that any bonuses will be based only on TRON’s legacy business, specifically, its consumer products, not its crypto operations. McKinnon stepped down from the board but stayed on as CFO. “There’s no conflict. My focus is operational stability,” McKinnon said in the 8-K filing.

A similar offering had closed just a few weeks earlier. On May 21, TRON sold 5,000 Series A Preferred Shares to another investor for $5 million. These shares are convertible into 8.9 million common shares at $0.56, and came with 8.9 million warrants priced at $0.65, with a two-year expiry.

The Series A warrants include ownership caps at 4.99% or 9.99%, depending on the holder’s election. On May 22, TRON filed the required Certificate of Designation, then corrected the conversion price the next day.

Dominari Securities served as the placement agent for both the May and June offerings. They were paid $100,000 in expenses and received 535,714 placement agent warrants for the May deal, and another $50,000 in expenses for the June round.

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