RedCloud Holdings (NASDAQ: RCT) shares rose about 9% to close at $0.0827 during regular trading on Monday, with roughly 484 million shares changing hands, after the company announced it had fully repaid its senior convertible notes issued in February 2026.
The London-based company used proceeds from a shareholder loan it described as non-dilutive to settle the outstanding obligations. No convertible notes remain outstanding, eliminating the potential issuance of additional shares through conversion of those instruments.
RedCloud also plans to deregister unsold ordinary shares under a registration statement covering up to 10 million shares for potential resale upon conversion of the notes, including up to 5 million associated with each investor. The company has not specified how many shares remain subject to deregistration or provided a timeline for completing the deregistration.
Chief Financial Officer David Sturgeon credited the company’s largest shareholder for supporting the transaction and said the repayment strengthens RedCloud’s capital structure.
RedCloud did not disclose the shareholder loan’s amount, interest rate or maturity, or the total sum paid to retire the notes. While the transaction removes the convertible obligations, the shareholder loan remains a debt obligation.
In its September 30 financial disclosure, RedCloud reported cash and cash equivalents of $0.8 million as of June 30 and warned that it would lack sufficient liquidity to fund operations beyond October 2026 if its financing and supplier-extension efforts failed.
RedCloud Shares Retreat From Intraday High Amid Heavy Trading
Trading volume was roughly 287 times Friday’s 1.69 million shares. RedCloud shares reached $0.15 earlier Monday before retreating toward $0.08 in afternoon trading.
Despite the day’s gain, the stock remained approximately 57% below its September 30 closing price of $0.194 and near its 52-week low of about $0.073.
RedCloud is also appealing Nasdaq’s October 13 delisting determination, which followed the company’s failure to meet the exchange’s $1 minimum bid-price requirement. Its October 14 appeal stayed a suspension of trading or delisting pending a Nasdaq panel decision. Shareholders are scheduled to vote on October 30 on a proposed 20-for-1 share consolidation intended to restore compliance.
Convertible Notes’ Conversion Price Fell to $0.20 Before Repayment
RedCloud originally issued the notes to institutional investors 3i, LP and Alto Opportunity Master Fund in February, raising $4 million in cash proceeds against approximately $4.35 million in principal. The notes carried 7% annual interest.
A June amendment increased the aggregate principal amount of the notes to about $4.99 million and lowered the conversion price from $1.30 to $0.57 per ordinary share. The conversion price subsequently fell to $0.20 under adjustment provisions triggered by sales of shares through RedCloud’s at-the-market offering program.
RedCloud reported on September 30 that the outstanding principal had fallen to approximately $1.8 million after contractual repayments and noteholder-elected conversions.
