[SCHEDULE 13D] Newegg Commerce, Inc. SEC Filing

Rhea-AI Filing Summary

GeneDx Holdings Corp. (WGS) – Form 144 insider selling notice. The filing discloses that Katherine Stueland intends to sell a total of 29,302 Class A common shares on or around 1 July 2025. The sales will be executed through two brokers—Morgan Stanley Smith Barney (16,425 shares) and Merrill Lynch (12,877 shares)—on the NASDAQ.

The aggregate market value of the planned sale is stated at $2.69 million, based on the prices implied in the notice. GeneDx reports 28,723,440 shares of Class A common stock outstanding, so the planned disposition represents roughly 0.10 % of the float.

The shares were originally acquired via restricted stock unit (RSU) grants dated 2 May 2022, 9 Dec 2022 and 26 Apr 2023, matching exactly the number now slated for sale. The filer affirms that no material non-public adverse information is known at the time of the notice.

Recent insider activity: The same individual sold 62,888 shares in four transactions between 9 Apr 2025 and 16 Jun 2025, generating $5.36 million in gross proceeds. Combining completed and proposed transactions, insider sales over the recent three-month window would total 92,190 shares, or about 0.32 % of shares outstanding.

Investor takeaway: While the absolute percentage of shares is small, the continued pattern of insider selling—particularly by a named executive—can be interpreted as a modest negative sentiment signal. No financial performance data accompanies the filing, and the sale is conducted under standard Rule 144 provisions, suggesting it is a routine liquidity event rather than a corporate action.

Positive

• None.

Negative

• Continued insider selling: Proposed sale of 29,302 shares follows 62,888 shares already sold in the prior three months, signaling possible reduced executive confidence.
• Potential sentiment overhang: Repeated Form 144 filings within a short window may pressure the share price despite the small relative volume.

Insights

Financial Analyst

TL;DR – Small (0.10 %) planned insider sale adds to recent disposals; modest negative signal, not financially material.

The Form 144 reveals that Katherine Stueland will dispose of 29,302 RSU-derived shares, valued at roughly $2.7 million. When combined with 62,888 shares already sold this quarter, insider outflow reaches 92,190 shares (0.32 % of shares outstanding). The sale size is immaterial to market liquidity, but persistent executive selling can weigh on investor sentiment, especially for micro-/small-cap names like GeneDx. No price, earnings or operational data are included, so there is no immediate implication for valuation; however, buy-side desks often view repeat Form 144 filings within short intervals as a mild overhang.

Corporate Governance Specialist

TL;DR – Routine Rule 144 filing; volume limited, but clustered insider sales invite governance scrutiny.

Rule 144 filings signal that shares are ‘available for sale’ rather than confirming execution, yet they still highlight insider intent. GeneDx’s executive has already liquidated stock four times in the past three months and now files for another sale dated 1 July 2025. While permissible, successive sales may prompt investors to question alignment of management incentives with long-term shareholders. The company’s outstanding share count of 28.7 million dilutes the impact, but communication around equity-compensation strategy and trading plans (10b5-1) would help mitigate perception risk.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Newegg Commerce, Inc.

(Name of Issuer)

Common Shares, par value $0.43696

(Title of Class of Securities)

G6483G100

(CUSIP Number)

Vin Saini
Advanced Computer Innovations, Inc., 70 Office Park Way
Pittsford, NY, 14534
585-510-3890

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/30/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G6483G100

1

Name of reporting person

Galkin Vladimir

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,100,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,100,000.00

11

Aggregate amount beneficially owned by each reporting person

2,100,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.8 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Vladimir Galkin has shared voting power and dispositive power over 2,100,000 shares of common stock, which are held by the Angelica Revocable Trust, dated April 21, 2018 (Galkin Revocable Trust). Angelica Galkin is the sole trustee and beneficiary of the Galkin Revocable Trust. Vladimir Galkin and Angelica Galkin are husband and wife.

SCHEDULE 13D

CUSIP No. G6483G100

1

Name of reporting person

Galkin Angelica

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,100,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,100,000.00

11

Aggregate amount beneficially owned by each reporting person

2,100,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.8 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Angelica Galkin also has shared voting power and dispositive power over 2,100,000 shares of common stock, which are held by the Galkin Revocable Trust. Ms. Galkin is the sole trustee and beneficiary of the Galkin Revocable Trust.

SCHEDULE 13D

CUSIP No. G6483G100

1

Name of reporting person

Angelica Galkin Revocable Trust, dated April 21, 2018

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,100,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,100,000.00

11

Aggregate amount beneficially owned by each reporting person

2,100,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.8 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Angelica Galkin is the sole trustee and beneficiary of the Galkin Revocable Trust. Vladimir Galkin and Angelica Galkin have shared voting power and dispositive power over 2,100,000 shares of common stock, which are held by the Galkin Revocable Trust.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, par value $0.43696
(b)	Name of Issuer: Newegg Commerce, Inc.
(c)	Address of Issuer's Principal Executive Offices: 17560 ROWLAND STREET, CITY OF INDUSTRY, CALIFORNIA , 91748.
Item 1 Comment: This Statement on Schedule 13D relates to the Common Stock, par value $0.43696 per share ("Common Stock") of Newegg Commerce, Inc. (the "Issuer"). The address of the principal executive offices of the Issuer is 21688 Gateway Center Drive, Suite 300, Diamond Bar, CA 91765.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed jointly by: (i) each of Vladimir Galkin and Angelica Galkin, husband and wife; and (ii) The Angelica Galkin Revocable Trust, dated April 21, 2018 ("Galkin Revocable Trust") (collectively, the "Reporting Persons" and individually, a "Reporting Person").
(b)	The business address of each Reporting Person is 10900 NW 97th Street, #102, Miami, FL 33178.
(c)	Vladimir Galkin is a citizen of the United States of America, and is principally engaged in the business of: (i) serving as Co-Founder, Executive Chairman, and Manager of HUBX, LLC; and (ii) investing in securities and real estate. Angelica Galkin is a citizen of the United States of America, and is principally engaged in the business of: (i) investments for the benefit of the beneficiary of the Galkin Revocable Trust; and (ii) investing in securities and real estate. The Galkin Revocable Trust is an estate planning vehicle that makes and holds investments for its beneficiary, Angelica Galkin. Angelica Galkin serves as the sole trustee of the Galkin Revocable Trust; provided, however, she has delegated to Vladimir Galkin the shared right to direct the voting and disposition of the securities owned by the Galkin Revocable Trust. Accordingly, each of Vladimir Galkin and Angelica Galkin: (i) has the shared right to direct the voting and disposition of the shares of Common Stock owned by the Galkin Revocable Trust; and (ii) may be deemed to beneficially own the shares of Common Stock held by the Galkin Revocable Trust.
(d)	No Reporting Person has, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	No Reporting Person has, during the last five (5) years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Galkin Revocable Trust was established in Florida; however, it has no designated place of organization.
Item 3.	Source and Amount of Funds or Other Consideration
	The Galkin Revocable Trust used cash from its capital account and margin account borrowings made in the ordinary course of business to make the purchases of shares of Common Stock listed herein. The positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the shares of Common Stock reported herein. A total of approximately $19,557,397 was paid to acquire the shares of Common Stock reported herein. Part of the purchase price of such shares of Common Stock was obtained through margin borrowing.
Item 4.	Purpose of Transaction
	The Reporting Persons acquired the securities reported herein for investment in the ordinary course of business because of their belief that the Issuer represents an attractive investment based on the Issuer's business prospects and strategy. The Reporting Persons may communicate with the board of directors of the Issuer (the Board), members of management and/or other shareholders or other relevant parties from time to time with respect to operational, strategic, financial or governance matters or otherwise work with management and the Board with a view to maximizing shareholder value. In addition, the Reporting Persons have had, and intend to continue to have, discussions with members of the Issuer's management and board of directors regarding the possibility of board representation. The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed of, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors. Other than as set forth above, the Reporting Persons do not have any plans or proposals as of the date of this filing which relate to or would result in any of the actions enumerated in Item 4 of the instructions to Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date hereof, each of Vladimir Galkin, Angelica Galkin, and the Galkin Revocable Trust may be deemed to beneficially own, in the aggregate, 2,100,000 shares of Common Stock, representing approximately 10.8% of the outstanding shares of Common Stock of Issuer. The foregoing beneficial ownership percentages reported in this Item 5 are based upon 19,478,394 shares of Common Stock of the Issuer outstanding as of December 31, 2024, as reported in the Issuer's Annual Report on Form 20-F for the year ended December 31, 2024, and filed by the Issuer with the Securities and Exchange Commission on April 28, 2025.
(b)	See Rows 7-10 of the cover page for information regarding the power to vote or direct the vote and the power to dispose or direct the disposition of the shares of Common Stock by each of the Reporting Persons.
(c)	All the transactions involving shares of Common Stock effected during the past sixty (60) days by any of the Reporting Persons, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference. Except as otherwise noted below, all such transactions were purchases and sales of shares of Common Stock effected in the open market, and the table includes commissions paid in per share prices.
(d)	Not applicable.
(e)	No person other than a Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock beneficially owned by the Reporting Persons.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	To the best of the knowledge of the Reporting Person, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	1. Schedule A 2. Exhibit A - Joint Filing Agreement of the Reporting Persons.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Galkin Vladimir

Signature:	Vladimir Galkin
Name/Title:	Individual
Date:	07/01/2025

Galkin Angelica

Signature:	Angelica Galkin
Name/Title:	Individual
Date:	07/01/2025

Angelica Galkin Revocable Trust, dated April 21, 2018

Signature:	Angelica Galkin
Name/Title:	Trustee
Date:	07/01/2025

FAQ

How many GeneDx (WGS) shares is the insider planning to sell?

29,302 Class A common shares are listed for potential sale under this Form 144 notice.

What is the market value of the proposed insider sale?

The aggregate market value stated is approximately $2.69 million.

How significant is the sale relative to GeneDx’s total shares outstanding?

The proposed sale equals roughly 0.10 % of the 28.7 million shares outstanding.

Has the same insider sold shares recently?

Yes. The filer sold 62,888 shares between 9 Apr 2025 and 16 Jun 2025, generating $5.36 million in proceeds.

What is the earliest sale date indicated in the filing?

The notice lists an approximate sale date of 1 July 2025.