SCHEDULE: Newegg Insider Ownership Shifts, Board Role Changes
Amendment to Schedule 13D
Fred Faching Chang and affiliated entities have significantly altered their beneficial ownership in Newegg Commerce, Inc. through share transfers, open market sales, and a loan foreclosure, alongside a board resignation and reappointment request.
Summary
- Fred Faching Chang and affiliated entities (Tekhill USA LLC, Nabal Spring, LLC) collectively beneficially own 4,689,596 common shares of Newegg Commerce, Inc., representing 22.9% of the outstanding shares as of September 30, 2025.
- Newegg Commerce, Inc. effected a one-for-twenty common share combination on April 7, 2025.
- As of February 11, 2025, shares previously held by various Fred Chang trusts were transferred to Tekhill USA LLC.
- Between January 1, 2025, and September 30, 2025, Tekhill USA LLC sold a total of 965,956 shares on the open market.
- Between September 16, 2025, and September 30, 2025, Tekhill USA LLC sold 250,000 shares for approximately $10,810,029.87.
- East West Bank foreclosed on 762,408 Common Shares held by Tekhill USA LLC between June 23, 2025, and September 4, 2025, to satisfy a loan agreement, with the loan fully paid off by September 10, 2025.
- Fred Faching Chang resigned from the Issuer's Board of Directors on July 8, 2025, but has requested reappointment to the Board on October 14, 2025.
- The Shareholders Agreement was amended three times, progressively limiting the Right of First Refusal (ROFR) for principal shareholders from 90% to 80%, and then to 64.72% of shares subject to the ROFR, calculated as of May 19, 2021.
Sentiment
Score: 3
Explanation: The filing indicates significant insider selling, including a forced foreclosure sale due to loan defaults, which are generally negative signals. While the loan is paid off, the circumstances of the sales are concerning. Fred Chang's board resignation and subsequent request for reappointment add an element of uncertainty.
Positives
- The East West Bank Loan Agreement with Tekhill USA LLC was fully paid off by September 10, 2025, and the agreement is now terminated, removing the security interest in the shares.
Negatives
- East West Bank foreclosed on 762,408 Common Shares held by Tekhill USA LLC due to defaults under a loan agreement.
- Tekhill USA LLC sold a significant number of shares (965,956 shares) on the open market between January 1, 2025, and September 30, 2025.
- Fred Faching Chang resigned from the Board of Directors on July 8, 2025.
Risks
- Reporting Persons may determine to sell some or all of their currently held or future acquired securities in the open market, privately, or otherwise, based on various market and company-specific factors.
Future Outlook
Reporting Persons may sell some or all of their securities in the future based on market conditions, Issuer's financial health, capital requirements, and other factors. Fred Faching Chang has requested to be reappointed to the Board of Directors on October 14, 2025.
Management Comments
- Fred Faching Chang resigned from the Board of Directors on July 8, 2025.
- Fred Faching Chang requested to be reappointed to the Board on October 14, 2025, and to replace Gregory Moore.
Industry Context
This filing primarily details changes in insider ownership and corporate governance for Newegg Commerce, Inc., rather than broader industry trends.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Board of Directors Member | Fred Faching Chang | N/A (resigned) | July 8, 2025 | Resignation |
| Board of Directors Member | Gregory Moore | Fred Faching Chang (requested) | October 14, 2025 (requested) | Request for replacement by Fred Faching Chang |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Representation | Fred Faching Chang, as 'Minority Representative' under the Articles, has the power to appoint and replace up to two board members. He resigned on July 8, 2025, but requested to remove Gregory Moore and reappoint himself on October 14, 2025. | July 8, 2025 (resignation), October 14, 2025 (request) | Indicates potential shifts in board composition and influence by a significant shareholder. |
| Shareholder Agreement Amendment (ROFR) | The Shareholders Agreement was amended three times (First, Second, and Third Amendments) to progressively limit the Right of First Refusal (ROFR) for principal shareholders from 90% to 80%, and then to 64.72% of shares subject to the ROFR, calculated as of May 19, 2021. | March 22, 2022 (First), August 1, 2022 (Second), August 13, 2025 (Third) | Reduces the Issuer's or other shareholders' ability to acquire shares from principal shareholders before they are sold to third parties, potentially increasing liquidity for the principal shareholders but reducing control for the Issuer. |
Related Party Transactions
- As of February 11, 2025, all shares previously held by Fred Chang Partners Trust, Chang Trust 2008, Chang 2009 Annuity Trust No. 1, Chang 2009 Annuity Trust No. 2, and Chang 2009 Annuity Trust No. 3 were transferred to Tekhill USA LLC.
Stakeholder Impact
- Shareholders: Significant insider selling and a foreclosure sale could signal a lack of confidence or need for liquidity from a major shareholder, potentially impacting share price. Changes in board representation could affect corporate strategy and oversight.
- Creditors (East West Bank): The loan was fully paid off, resolving the default situation.
Next Steps
- Fred Faching Chang's potential reappointment to the Board of Directors, replacing Gregory Moore.
- Potential future sales of Newegg Commerce, Inc. securities by the Reporting Persons.
Key Dates
| Date | Description |
|---|---|
| May 19, 2021 | Amended and Restated Shareholder Agreement became effective. |
| March 22, 2022 | First Amendment to the Amended and Restated Shareholders Agreement was entered into, limiting ROFR to 90%. |
| March 23, 2022 | Tekhill USA LLC entered into a Loan and Security Agreement with East West Bank. |
| August 1, 2022 | Second Amendment to the Shareholders Agreement was entered into, limiting ROFR to 80%. |
| February 11, 2025 | Shares previously held by various Fred Chang trusts were transferred to Tekhill USA LLC. |
| April 7, 2025 | Issuer effected a one-for-twenty combination of its common shares. |
| June 2025 | East West Bank began foreclosure sales due to defaults under the East West Bank Loan Agreement. |
| June 23, 2025 | Start of period during which East West Bank completed foreclosure sales of 762,408 Common Shares held by Tekhill. |
| July 8, 2025 | Fred Faching Chang resigned from the Board of Directors. |
| July 8, 2025 | Date of event which requires filing of this Amendment No. 2 to Schedule 13D. |
| August 13, 2025 | Third Amendment to the Shareholders Agreement was entered into, limiting ROFR to 64.72%. |
| August 19, 2025 | 20,478,394 shares of Common Stock outstanding as reported in Issuer's Form 6-K. |
| September 4, 2025 | End of period during which East West Bank completed foreclosure sales of 762,408 Common Shares held by Tekhill. |
| September 5, 2025 | East West Bank exercised its rights to foreclose on 762,408 Common Shares held by Tekhill. |
| September 10, 2025 | Total principal, interest, fees, and penalties owed by Tekhill under the East West Bank Loan Agreement were fully paid off. |
| September 16, 2025 | Start of period during which Tekhill sold 250,000 shares on the Nasdaq Stock Market. |
| September 30, 2025 | End of period during which Tekhill sold 250,000 shares on the Nasdaq Stock Market; share numbers for reporting persons are as of this date. |
| October 14, 2025 | Fred Faching Chang requested to remove Gregory Moore as a director and replace him with himself. |
| October 17, 2025 | Date of signing for the Schedule 13D Amendment. |
Recommendation
sellThe filing reveals significant insider selling, including a forced foreclosure due to loan defaults, which is a strong negative signal regarding the company's financial health or the insider's liquidity needs. While the loan is paid off, the circumstances of the sales are concerning. The reduction in beneficial ownership by a key founder and the volatility in his board position (resignation then request for reappointment) suggest instability or a shifting strategic focus that could negatively impact investor confidence. These factors, particularly the forced sales, indicate underlying issues that warrant a cautious or negative outlook.
Keywords
Newegg Commerce, NEGG, Schedule 13D, Fred Faching Chang, Tekhill USA LLC, Nabal Spring LLC, beneficial ownership, stock combination, share sales, board of directors, corporate governance, shareholder agreement, right of first refusal, East West Bank, foreclosure
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