Form 4: brooqLy CEO Kent Wilson Reports Significant Preferred Stock Transactions

brooqLy, Inc. CEO and Director Kent Wilson disclosed substantial changes in his beneficial ownership of Series A Preferred Stock, including indirect acquisitions via convertible notes and a direct acquisition from Aerospace Capital Partners, LLC.

Summary

• Kent Wilson, CEO and Director of brooqLy, Inc. (BRQL), reported changes in his beneficial ownership of Series A Preferred Stock.
• On June 25, 2025, Aerospace Capital Partners, LLC (ACP), in which Wilson is a member, acquired 24,805,000 shares of Series A Preferred Stock.
• This acquisition by ACP resulted from the conversion of convertible promissory notes, with an aggregate principal amount of $372,075, issued by brooqLy to ACP in February and March 2025.
• The conversion occurred at a price of $0.015 per share when the Series A Preferred Stock was created on June 24, 2025.
• Each share of Series A Preferred Stock is convertible into three shares of brooqLy's common stock at the discretion of the holder, with no expiration date for the conversion right.
• On June 26, 2025, ACP distributed 6,243,300 shares of Series A Preferred Stock to certain investors in exchange for the cancellation of obligations totaling $749,556, at a per share conversion price of $0.12.
• Also on June 26, 2025, Kent Wilson directly received 291,667 shares of Series A Preferred Stock from ACP at a per share price of $0.12, in connection with the extinguishment of an obligation owed by ACP to him.
• Wilson's beneficial and pecuniary ownership of ACP is 40%, and he disclaims beneficial ownership of the Series A Preferred Shares held by ACP except to the extent of his pecuniary interest therein.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive. The conversion of debt to equity is generally favorable for a company's balance sheet, and the CEO's direct acquisition of shares can signal confidence. However, the potential for future dilution from preferred stock conversion introduces a neutral to slightly negative aspect for common shareholders.

Positives

• The conversion of convertible promissory notes into Series A Preferred Stock by ACP effectively converts debt into equity, which can strengthen the company's balance sheet.
• Kent Wilson's direct acquisition of 291,667 Series A Preferred Shares from ACP indicates a personal investment and potential confidence in the company's future.

Negatives

• The potential conversion of Series A Preferred Stock into common stock (at a 1:3 ratio) could lead to significant dilution for existing common shareholders if all preferred shares are converted.

Risks

• Future dilution of common stock due to the conversion of Series A Preferred Stock, as each preferred share is convertible into three common shares at the holder's discretion.

Future Outlook

The filing does not provide explicit forward-looking statements or guidance beyond the convertibility of Series A Preferred Stock into common stock at the holder's discretion.

Management Comments

• The reporting person is a member of Aerospace Capital Partners, LLC ('ACP'), which acquired the shares of Series A Preferred Stock pursuant to the terms of convertible promissory notes issued by the Issuer to ACP in February and March, 2025.
• Upon the creation of the Series A Preferred Stock, the outstanding balance of the note would convert into shares of Series A Preferred Stock.
• The aggregate principal amount of the notes, $372,075, converted at a price of $0.015 per share into shares of Series A Preferred Stock when the Series A Preferred Stock were created on June 24, 2025.
• Pursuant to the Certificate of Designation, the shares of Series A Preferred Stock may be converted into shares of the Issuer's common stock at any time at the discretion of the holder, with no expiration of the right to convert.
• Each share of Series A Preferred Stock is convertible into three shares of the Issuer's common stock, at the discretion of the holder.
• The reporting person received these shares from ACP in connection with the extinguishment of an obligation owed by ACP to the reporting person, with the Series A Preferred Shares issued at a per share price of $0.12.
• Following the issuance of the Series A Preferred Stock to ACP on June 25, 2025, ACP subsequently distributed an aggregate of 6,246,300 shares to certain investors in ACP in exchange for cancellation of obligations totaling $749,556, at a per share conversion price of $0.12.

Industry Context

This Form 4 filing details specific insider transactions and capital structure adjustments for brooqLy, Inc. and does not provide broader industry context or trends.

Related Party Transactions

• Kent Wilson, as a member of Aerospace Capital Partners, LLC (ACP), is involved in transactions where ACP acquired shares from brooqLy, Inc. and subsequently distributed shares to investors and to Wilson directly. Wilson's pecuniary interest in ACP is 40%.

Stakeholder Impact

• Shareholders: Potential future dilution of common stock if Series A Preferred Stock is converted, as each preferred share converts into three common shares.
• Creditors: The conversion of convertible notes into equity reduces the company's debt obligations, potentially improving its credit profile.

Key Dates

Recommendation

The filing primarily details insider transactions and a capital structure adjustment (debt to equity conversion). While the CEO's direct acquisition of shares is a positive signal, and debt conversion can be beneficial for the company's balance sheet, the potential for future dilution from the preferred stock conversion warrants a cautious approach. Without broader financial performance data or strategic updates, a 'hold' recommendation is appropriate to observe further developments.

Keywords

brooqLy, BRQL, Form 4, Insider Transaction, Beneficial Ownership, Series A Preferred Stock, Convertible Notes, Kent Wilson, Equity Conversion, Dilution