Evernorth Signs Cantor Facility to Sell Up to $80.7m of New Shares

Evernorth Holdings, the Nasdaq-listed company that holds XRP as its main treasury asset, has agreed a deal that lets it sell up to 5,218,935 new shares to an arm of Cantor Fitzgerald over the next 14 months. According to its Form 8-K filed with the SEC on 23 October, Evernorth signed a Common Stock Purchase Agreement that day with CF Principal Investments LLC, setting up what the filing calls a committed equity facility.

The company has the right “from time to time at its option to sell to Cantor up to 5,218,935 newly issued shares” of its Class A common stock, which trades under the ticker XRPN. In the preliminary prospectus filed the same afternoon, Evernorth says that if every one of those shares were sold at the 22 October closing price of $15.46, it “may receive up to approximately $80.7 million in aggregate gross proceeds”.

How the Cantor facility works

The 8-K describes the arrangement as “structured similarly to a traditional at-the-market equity facility, insofar as it allows the Company to raise primary equity capital on a periodic basis outside the context of a traditional underwritten follow-on offering”. The filing also says there are “distinct differences”. In an at-the-market offering, a broker sells new shares into the market on the company’s behalf. Here, Cantor buys the shares itself and then resells them.

Evernorth decides whether and when to sell. On any trading day, it can send Cantor a purchase notice between 6am and 9am New York time. Cantor then buys at “97% of the volume weighted average price of the Common Stock during the applicable purchase period” on that day. Each notice is limited in three ways. Cantor and its affiliates cannot end up owning more than 4.99% of the stock. A single purchase cannot exceed 20% of the shares traded in the purchase period. And Evernorth cannot send a notice if the previous day’s close is below a threshold price of at least $1.00.

The right runs “until the first day of the month next following the 14-month anniversary of the date of the Purchase Agreement”. By TSN’s reading, with the agreement dated 23 October 2026, that is 1 January 2028. The agreement ends sooner if Cantor buys all the shares, if the stock loses its listing or if insolvency proceedings begin. Evernorth can end it at any time after commencement, “at no cost or penalty”, on three trading days’ notice, once the commitment fee is paid. Cantor can also walk away if the market value of Evernorth’s common equity falls below $100 million.

Nothing can be sold until the SEC acts

The facility has been signed, but it is not yet live. Under the 8-K, Cantor’s obligation to buy begins only once the registration statement covering its resale of the shares “is declared effective by the SEC and a final prospectus relating thereto is filed”. The S-1 filed on 23 October is that registration statement. It is marked “PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION”, and its cover leaves the prospectus date blank.

The prospectus also explains that Evernorth receives no money from Cantor’s resales to the public. Its proceeds come only from Cantor’s purchases under the agreement.

Fees, expenses and an outside check

Cantor gets a cash commitment fee of $521,893.50 for signing. The 8-K says this equals “1.0% of the Total Commitment multiplied by $10.00 per share”, and it is payable within five business days of the SEC declaring the registration effective. The fee is non-refundable “regardless of whether any purchases are made”.

The fee is later recalculated using the price at which Cantor buys its first 1,000,000 shares, so Evernorth may owe more. But “in no event shall the aggregate amount of Upfront Commitment Fee plus any Additional Commitment Fee payable by the Company to Cantor exceed $1,000,000”, the filing says. Evernorth will also reimburse Cantor’s expenses: up to $250,000 at signing, $50,000 a quarter for due diligence, and $500,000 in total.

Because Cantor Fitzgerald & Co. is expected to act as the broker on Cantor’s resales, the arrangement triggers a conflict-of-interest rule at FINRA, the US brokers’ regulator. To meet it, Evernorth has hired StoneX Financial to take part in preparing the registration statement as an independent firm, for a $200,000 cash fee. If Evernorth later becomes eligible to use a shorter Form S-3, it can end the agreement and hire Cantor Fitzgerald & Co. to run a conventional at-the-market programme instead. Part of the upfront fee would then count as a credit.

What Evernorth says it will do with the money

The 8-K does not say. It defers to the resale prospectus. The S-1 states: “We intend to use any proceeds from the Facility for general corporate purposes, including the acquisition of XRP and other activities within the XRP ecosystem, as well as working capital.” It adds: “Consistent with our business strategy, we expect that a substantial portion of any such proceeds will be used to acquire additional XRP. We will have broad discretion in the way we use these proceeds.”

According to the prospectus, Evernorth held approximately 473 million XRP as of 9 October. It names XRP per share as its “primary key performance indicator”. The 9 October date was also the day it completed the business combination that took it public, a deal to which Ripple, the company most closely linked to the XRP Ledger, was a party. TSN has covered Ripple’s institutional perpetual swaps, Franklin Templeton’s sgBENJI token and Privy’s wallets on the same network this month.

The S-1’s dilution table assumes all 5,218,935 shares are sold. On that basis, the new shares would make up 16.7% of Evernorth’s Class A stock, measured against 26,094,680 Class A shares outstanding on 22 October. The company also has Class C shares and exchangeable units outstanding, so this is not a share of its total equity.

The $80.7m is a ceiling set by one day’s closing price

The $80.7m figure has three assumptions built in. Every share gets sold, the stock price stays at its 22 October close, and Cantor pays full price. The facility’s own terms break the third assumption. At 97% of VWAP, the prospectus’s own table puts the gross purchase price at $78.3m at the same share price. The S-1 also describes $78.3m as the net figure after fees, which does not fit with its own table. Readers should treat both numbers as illustrations. The prospectus table shows the range: about $50.6m if the stock averaged $10, and $101.2m at $20. For a company whose shares track a volatile token, the realised amount will probably differ from all of them.

Evernorth controls the timing, but shareholders absorb the dilution

The structure gives management flexibility, not a guaranteed sum. Evernorth chooses the days, sends notices before the market opens and can stop at no cost after commencement, provided the commitment fee is paid. Cantor takes a 3% discount and runs no underwriting risk on unsold shares. The 4.99% and 20% caps limit how fast shares can move. Existing holders bear the cost when shares are issued. For an XRP treasury company, the relevant measure is the one the prospectus names as its main performance indicator, XRP per share. Issuing stock to buy more tokens only raises that figure if the shares are sold above the value of the XRP behind each one.

The next step is the SEC declaring the resale registration effective. That date will also start the clock on Cantor’s $521,893.50 fee.

Sources

• Evernorth Holdings Inc., Form 8-K, date of report 23 October 2026 (SEC EDGAR)
• Evernorth Holdings Inc., Form S-1 preliminary prospectus, dated 23 October 2026 (SEC EDGAR)

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