Showing material events only. Routine administrative filings — bylaw amendments, technical fund updates, procedural FD disclosures — are filtered out so the front page stays signal-dense.
TPG Private Equity Opportunities, L.P.
Dilutive issuance
confidence 95%
filed 2026-05-21
Item 3.02
TPG Private Equity Opportunities, L.P. sold unregistered limited partnership units totaling $78.8 million on May 1, 2026, pursuant to Section 4(a)(2) and Regulation D exemptions. This is a classic private placement of equity securities by a fund to third-party investors, including through a feeder vehicle (Feeder TE), representing a dilutive issuance of material size that would affect investor assessment of the registrant's capital structure and ownership.
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D-Wave Quantum Inc.
Dilutive issuance
confidence 75%
filed 2026-05-21
Item 8.01
D-Wave has signed a Letter of Intent to receive $100 million in CHIPS Act funding, contingent on issuing $100 million in common stock shares to the U.S. Department of Commerce. The filing explicitly identifies "the risk of dilution to existing stockholders from the Company's issuance of the Shares to the Department," confirming the dilutive nature of this equity issuance. While the transaction is subject to execution of definitive documents, the LOI represents a material commitment to issue equity for funding.
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Barings Private Credit Corp
Dilutive issuance
confidence 95%
filed 2026-05-21
Item 3.02
The filing discloses an unregistered sale of 715,267.588 shares of common stock for approximately $14.3 million pursuant to subscription agreements with investors, exempt under Section 4(a)(2) and Regulation D/S. This is a classic private placement that dilutes existing shareholders and represents a material capital raise for the company.
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Blackstone Private Credit Fund
Dilutive issuance
confidence 95%
filed 2026-05-21
Item 3.02
The filing discloses an unregistered sale of 2,171,851 Class I common shares for $52.3 million, conducted pursuant to Section 4(a)(2) and Regulation S exemptions. This is a classic private placement of equity securities that dilutes existing shareholders and raises material capital for the Fund.
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Perella Weinberg Partners
Dilutive issuance
confidence 95%
filed 2026-05-21
Item 3.02
Perella Weinberg Partners issued 1,908,084 shares of Class A common stock on May 18, 2026, in exchange for partnership units and Class B shares held by limited partners. The transaction was structured as an unregistered exchange under Section 4(a)(2) of the Securities Act, involving a material issuance of equity securities that dilutes existing shareholders. This is a classic dilutive issuance disclosure under Item 3.02.
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Monroe Capital Income Plus Corp
Dilutive issuance
confidence 95%
filed 2026-05-21
Item 3.02
The filing discloses an unregistered sale of 1,174,995 shares of common stock at $9.77 per share for an aggregate offering price of $11.48 million, conducted pursuant to subscription agreements and exempt under Section 4(a)(2) and Regulation D/S. This is a classic private placement that dilutes existing shareholders and raises material capital, fitting the dilutive_issuance category precisely.
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VisionWave Holdings, Inc.
Dilutive issuance
confidence 85%
filed 2026-05-21
Item 8.01
VisionWave issued 475,492 newly issued shares of common stock to T3 Defense Inc. in a private placement exempt from registration under Section 4(a)(2) of the Securities Act. The shares were issued as restricted securities with a customary restrictive legend and contractual transfer restrictions. This is a dilutive equity issuance that would materially affect existing shareholders' ownership percentages and is a key indicator of capital-raising activity at a small-cap issuer.
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Chilean Cobalt Corp.
Dilutive issuance
confidence 95%
filed 2026-05-21
Item 3.02
Chilean Cobalt Corp. disclosed an unregistered sale of 1,562,500 shares of common stock at $1.60 per share for $2.5 million aggregate proceeds under Section 4(a)(2) and Regulation D Rule 506. This is a classic private placement equity issuance that dilutes existing shareholders and raises capital, meeting the definition of dilutive_issuance. The material amount and unregistered nature make this a significant disclosure for investors assessing ownership dilution and the company's capital structure.
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Chilean Cobalt Corp.
Dilutive issuance
confidence 92%
filed 2026-05-21
Item 8.01
The filing discloses a private sale of 1,562,500 equity shares for $2,500,000 in gross proceeds to existing investors Glencore and Madesal. This is a classic dilutive equity issuance—an unregistered private placement that increases share count and dilutes existing shareholders. The materiality is evident from the capital raised ($2.5M) and the stated use of proceeds for exploration and corporate purposes, which would affect a reasonable investor's assessment of the company's capitalization and ownership structure.
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NOCERA, INC.
Dilutive issuance
confidence 85%
filed 2026-05-21
Item 3.02
Item 3.02 explicitly addresses unregistered sales of equity securities, which is the defining characteristic of a dilutive issuance. The filing references Item 8.01 for details, but the Item 3.02 caption and structure confirm this is a disclosure of an unregistered equity sale—a material event that affects shareholder ownership and capitalization.
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QT IMAGING HOLDINGS, INC.
Dilutive issuance
confidence 85%
filed 2026-05-21
Item 1.01
QT Imaging Holdings entered into an underwriting agreement on May 15, 2026, for a registered public offering of 1,200,000 common shares at $5.00 per share and 800,000 pre-funded warrants at $4.9999 per warrant, raising approximately $9 million in net proceeds. While technically a registered offering (not an unregistered private placement), the inclusion of pre-funded warrants—which are exercisable at $0.0001 per share and create substantial dilution—combined with the lock-up restrictions and post-closing equity issuance prohibitions, signals a capital raise typical of small-cap companies in financial stress. The pre-funded warrant structure is a hallmark of dilutive equity financing.
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QT IMAGING HOLDINGS, INC.
Dilutive issuance
confidence 75%
filed 2026-05-21
Item 8.01
The filing discloses pricing and closing of an "Offering" via press releases on May 15 and May 18, 2026. While the Item 8.01 section does not explicitly detail the offering terms, the announcement of both pricing and closing of a securities offering is a material capital-raising event. The reference to an "Offering" without specification of registered vs. unregistered status, combined with the disclosure structure and timing, suggests a dilutive equity issuance typical of private placements or similar offerings that would materially affect shareholders.
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Immix Biopharma, Inc.
Dilutive issuance
confidence 95%
filed 2026-05-21
The filing discloses an underwritten public offering of 16,778,524 shares of common stock at $8.94 per share, with expected net proceeds of approximately $140.65 million. This is a material dilutive equity issuance that would significantly affect existing shareholders' ownership percentages and is disclosed under Item 8.01 (Other Events) with an underwriting agreement and prospectus supplement filed pursuant to Rule 424(b)(5).
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SharonAI Holdings Inc.
Dilutive issuance
confidence 75%
filed 2026-05-21
SharonAI Holdings issued $350 million of 6.00% Convertible Senior Notes due 2031 to qualified institutional buyers on May 18, 2026. The Notes are convertible into up to 8.7 million shares of Common Stock (or 11.3 million if accrued interest is converted), representing a significant dilutive issuance. While this is technically a debt offering, the convertible feature and the substantial equity dilution potential (conversion price of $48.24 per share, approximately 20% premium to Nasdaq Minimum Price) make this a material capital-raising event with substantial dilution implications for existing shareholders.
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HCW Biologics Inc.
Dilutive issuance
confidence 95%
filed 2026-05-21
HCW Biologics disclosed entry into a Securities Purchase Agreement on May 21, 2026, for the unregistered sale of 2,846,975 units comprising common shares, pre-funded warrants, and common warrants, raising approximately $4.0 million in gross proceeds. The filing explicitly invokes Item 1.01 (Material Definitive Agreement) and Item 3.02 (Unregistered Sales of Equity Securities), with securities issued under Section 4(a)(2) and Regulation D Rule 506(b). This is a classic private placement (PIPE-like) dilutive issuance to accredited investors.
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AIM ImmunoTech Inc.
Dilutive issuance
confidence 95%
filed 2026-05-21
Item 3.02
Item 3.02 discloses an unregistered private placement of Common Warrants and Placement Agent Warrants under Section 4(a)(2) and Rule 506, with underlying Common Warrant Shares and shares underlying the Placement Agent Warrants. This is a classic dilutive equity issuance to accredited investors that would materially affect shareholder ownership and is a strong signal of capital-raising activity typical of smaller-cap issuers.
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AIM ImmunoTech Inc.
Dilutive issuance
confidence 85%
filed 2026-05-21
Item 8.01
The filing discloses pricing of securities offerings with exhibits including a Securities Purchase Agreement, Common Warrants, and Placement Agent Warrants dated May 20, 2026. The press release announcement of "the pricing of the Offerings" combined with warrant issuances and the securities purchase agreement structure indicates a dilutive equity issuance, likely a private placement or PIPE transaction. This is material to investors as it affects share dilution and capital structure.
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JUPITER NEUROSCIENCES, INC.
Dilutive issuance
confidence 95%
filed 2026-05-21
Jupiter Neurosciences entered into a Securities Purchase Agreement on May 20, 2026, to issue 7,142,858 shares of common stock at $0.28 per share in a registered direct offering, raising approximately $2.0 million in gross proceeds. This is a registered equity issuance that will dilute existing shareholders and is material to investors assessing the company's capital structure and financing activities.
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Co-Diagnostics, Inc.
Dilutive issuance
confidence 95%
filed 2026-05-21
Co-Diagnostics entered into a private placement on May 19, 2026, issuing 54,915 shares of common stock, 1,592,532 pre-funded warrants, and 3,294,894 common warrants for aggregate gross proceeds of $3.0 million. The filing explicitly discloses the Securities Purchase Agreement with institutional and accredited investors, detailed warrant terms, and registration rights obligations. This is a classic dilutive equity issuance (PIPE-like structure with warrants) that materially affects shareholder ownership and capital structure.
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Snail, Inc.
Dilutive issuance
confidence 92%
filed 2026-05-21
The filing discloses an amendment to an at-the-market (ATM) offering program increasing capacity to $3,660,000 of Class A Common Stock shares. This is a dilutive equity issuance mechanism that provides the company with ongoing access to capital markets. The company has already sold $4,367,863 of shares under the prior ATM prospectus supplement, demonstrating active use of this dilutive financing vehicle.
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Edible Garden AG Inc
Dilutive issuance
confidence 95%
filed 2026-05-21
Item 3.02
The Company exchanged 1,222 shares of Series B Preferred Stock (stated value $1,222,000) for 3,253,455 shares of common stock in an unregistered transaction under Section 3(a)(9) of the Securities Act. This is a material dilutive issuance of over 3.2 million common shares, which would significantly impact existing shareholders' ownership percentages and is precisely the type of equity capital raise that Item 3.02 is designed to capture.
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Charlie's Holdings, Inc.
Dilutive issuance
confidence 95%
filed 2026-05-21
Item 3.02
Charlie's Holdings entered into subscription agreements for the sale of 6,350,000 shares of common stock at $0.20 per share, relying on Section 4(a)(2) as an unregistered private placement. The issuance of over 6 million shares represents significant dilution to existing shareholders and raises approximately $1.27 million in gross proceeds (including debt forgiveness), making this a material capital-raising event typical of small-cap companies in financial stress.
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NKGen Biotech, Inc.
Dilutive issuance
confidence 75%
filed 2026-05-21
Item 1.01
NKGen Biotech entered into a Second Amendment to a Secured Convertible Loan Agreement on May 15, 2026, which includes an additional convertible loan of $412,500 (net $375,000 to the company), convertible at $0.08 per share, plus issuance of 12,147,280 consideration shares and an additional warrant exercisable for shares at $0.08 per share. The filing emphasizes the need for stockholder approval to increase authorized shares to accommodate conversion and warrant exercise, indicating substantial dilution to existing shareholders. While this is technically a debt financing with conversion features, the core material event disclosed is the issuance of convertible securities and warrants that will result in significant equity dilution.
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NKGen Biotech, Inc.
Dilutive issuance
confidence 95%
filed 2026-05-21
Item 3.02
NKGen Biotech disclosed an unregistered sale of equity securities under Item 3.02, including consideration shares issued in installments, a convertible note (Additional Note #2) convertible at $0.08 per share, and a warrant (Additional Warrant #2) exercisable at $0.08 per share. The securities were issued in reliance on Section 4(a)(2) and Regulation D exemptions, characteristic of private placements. This is a material dilutive issuance typical of cash-strapped biotech companies raising capital through convertible and warrant instruments.
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GSR V Acquisition Corp.
Dilutive issuance
confidence 75%
filed 2026-05-21
GSR V Acquisition Corp. consummated its initial public offering on May 15, 2026, issuing 23,000,000 units at $10.00 per unit ($230 million in gross proceeds) plus 671,000 private placement units ($6.71 million), for a total of approximately $236.71 million raised. While this is technically an IPO rather than a private placement, the filing emphasizes the private placement units issued under Section 4(a)(2) of the Securities Act, which represents a dilutive equity issuance material to investors assessing the company's capitalization and ownership structure.
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CO2 Energy Transition Corp.
Dilutive issuance
confidence 92%
filed 2026-05-21
Item 3.02
This Item 3.02 discloses an unregistered sale of equity securities under Section 4(a)(2) of the Securities Act, specifically First Extension Note Securities including warrants and units convertible into up to 22,970 First Extension Units. The disclosure of unregistered equity issuances—particularly warrants with exercise prices and conversion features—is a classic dilutive issuance event that would materially affect a reasonable investor's assessment of share dilution and capital structure.
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Amanat Acquisition Corp.
Dilutive issuance
confidence 95%
filed 2026-05-21
Item 3.02
The filing discloses a private placement of 300,000 Class A Ordinary Shares to the Sponsor at $10.00 per share, generating $3,000,000 in gross proceeds. This is a classic unregistered equity issuance under Item 3.02, typical of SPAC sponsor investments. The shares are subject to transfer restrictions and redemption waivers, and the transaction is material to investors assessing the company's capitalization and sponsor alignment.
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Veritone, Inc.
Dilutive issuance
confidence 92%
filed 2026-05-21
Item 1.01
Veritone entered into an at-the-market (ATM) equity offering agreement with three sales agents authorizing the sale of up to $50 million in common stock shares. This is a registered dilutive issuance under Rule 415(a)(4) that would materially affect existing shareholders through potential equity dilution and is a significant capital-raising activity for the company.
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Relay Therapeutics, Inc.
Dilutive issuance
confidence 95%
filed 2026-05-21
Item 1.01
Relay Therapeutics entered into an Underwriting Agreement on May 20, 2026, for an underwritten public offering of 22,916,667 shares at $12.00 per share, with underwriters exercising a full 30-day option for an additional 3,437,500 shares, generating approximately $296.8 million in net proceeds. This is a material registered equity issuance that dilutes existing shareholders and materially affects the company's capital structure and investor assessment.
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Hims & Hers Health, Inc.
Dilutive issuance
confidence 95%
filed 2026-05-21
Item 3.02
This Item 3.02 discloses an unregistered sale of convertible notes (the "Notes") to qualified institutional buyers under Rule 144A, with a maximum of 18,057,397 shares of Class A common stock potentially issuable upon conversion. The disclosure explicitly references Section 4(a)(2) and Rule 144A exemptions, and notes that conversion shares would be issued under Section 3(a)(9). This is a classic dilutive issuance — a private placement of convertible securities that will result in equity dilution to existing shareholders upon conversion.
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ONTO INNOVATION INC.
Dilutive issuance
confidence 75%
filed 2026-05-21
Item 1.01
Onto Innovation issued $1.7 billion in aggregate principal amount of 0.00% Convertible Senior Notes due 2031 on May 21, 2026, with a conversion rate of 2.6192 shares per $1,000 principal amount (initial conversion price ~$381.80). The notes are convertible into common stock under specified circumstances, creating significant dilution potential. While this is technically debt issuance, the convertible feature and the substantial equity component make it a dilutive capital raise, fitting the dilutive_issuance category more closely than a pure debt event.
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ONTO INNOVATION INC.
Dilutive issuance
confidence 95%
filed 2026-05-21
Item 3.02
Item 3.02 discloses an unregistered sale of convertible notes issued to qualified institutional buyers under Rule 144A, with a maximum of 5,893,200 shares of Common Stock potentially issuable upon conversion at a conversion rate of 3.9288 shares per $1,000 principal. This is a classic dilutive issuance involving convertible securities that will result in equity dilution to existing shareholders upon conversion.
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ONTO INNOVATION INC.
Dilutive issuance
confidence 85%
filed 2026-05-21
Item 8.01
The filing discloses pricing of convertible notes ("Notes") with net proceeds of approximately $205 million used to repurchase 805,325 shares at $254.53 per share. The convertible notes are explicitly stated to be "issuable upon conversion," indicating a dilutive equity instrument. This is a material capital-raising event affecting the company's capital structure and shareholder equity.
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Research Alliance Corp III
Dilutive issuance
confidence 95%
filed 2026-05-21
Item 3.02
This disclosure describes a private placement of 275,000 Class A ordinary shares to the Sponsor at $10.00 per share, generating $2.75 million in proceeds, issued pursuant to Section 4(a)(2) of the Securities Act. The transaction is a classic dilutive issuance of unregistered equity securities concurrent with an IPO, which materially affects the capital structure and ownership of the registrant.
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Seagate Technology Holdings plc
Dilutive issuance
confidence 92%
filed 2026-05-21
Item 3.02
Item 3.02 discloses unregistered sales of equity securities in private placements under Section 4(a)(2) of the Securities Act. The filing explicitly states that "ordinary shares to be issued in the Exchanges will be issued pursuant to the exemption from the registration requirements," which is the hallmark of a dilutive issuance. This is material to investors as it affects share count and ownership dilution.
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Seagate Technology Holdings plc
Dilutive issuance
confidence 72%
filed 2026-05-21
Item 8.01
Seagate entered into exchange agreements to convert $185.908 million principal amount of exchangeable notes into cash and ordinary shares. This is a dilutive issuance of equity securities in exchange for debt retirement, materially affecting the capital structure and shareholder equity. While the exact share count is to be determined over a trading day period, the transaction involves a significant equity component that would dilute existing shareholders.
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RTB Digital, Inc.
Dilutive issuance
confidence 92%
filed 2026-05-21
Item 3.02
RTB Digital is disclosing unregistered issuances of equity securities totaling approximately 13.1 million shares (7.7M from convertible debt conversion, 2.1M from warrant exercise, and 3.4M from option exercise) pursuant to Section 4 exemptions from registration. This is a classic dilutive issuance disclosure under Item 3.02, involving multiple tranches of unregistered equity being issued to accredited and sophisticated investors without registration rights, which materially dilutes existing shareholders.
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CareTrust REIT, Inc.
Dilutive issuance
confidence 92%
filed 2026-05-21
Item 8.01
CareTrust REIT completed a public offering of 12.5 million firm shares plus 1.875 million optional shares of common stock at $40.225 per share, totaling approximately 14.375 million shares. The filing discloses the underwriting agreement, exercise of the option, and forward sale agreements executed on May 20-21, 2026. This is a material dilutive equity issuance that would significantly affect shareholder ownership and the total mix of information available to investors.
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VIAVI SOLUTIONS INC.
Dilutive issuance
confidence 92%
filed 2026-05-21
Item 8.01
VIAVI Solutions conducted a public offering of 11,111,111 shares of common stock at $45.00 per share, with underwriters exercising an additional 1,666,666 shares under the greenshoe option, generating approximately $557.2 million in net proceeds. This is a material registered equity issuance that dilutes existing shareholders and materially affects the company's capital structure and cash position.
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KKR FS Income Trust
Dilutive issuance
confidence 95%
filed 2026-05-21
Item 3.02
KKR FS Income Trust issued 206,091.447 Class I shares for approximately $6.024 million in an unregistered private offering under Section 4(a)(2) of the Securities Act and Regulation D. This is a classic dilutive equity issuance to accredited investors outside the registered public offering process, which is material to existing shareholders as it increases share count and dilutes ownership.
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KKR FS Income Trust Select
Dilutive issuance
confidence 95%
filed 2026-05-21
Item 3.02
The Company issued 195,291.294 Class I shares for approximately $4.894 million in an unregistered private offering relying on Section 4(a)(2) of the Securities Act and Regulation D. This is a classic dilutive equity issuance to accredited investors outside registered channels, which is material to existing shareholders as it increases share count and dilutes ownership.
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Rigetti Computing, Inc.
Dilutive issuance
confidence 85%
filed 2026-05-21
Item 3.02
Item 3.02 discloses an unregistered sale of equity securities by Rigetti Computing in reliance on Section 4(a)(2) and/or Regulation D exemptions. The filing explicitly references a private offering of securities, which is a classic dilutive issuance event material to investors assessing ownership dilution and capital structure changes.
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Mayville Engineering Company, Inc.
Dilutive issuance
confidence 95%
filed 2026-05-21
Item 1.01
Mayville Engineering entered into an underwriting agreement on May 19, 2026 to issue 4,348,000 shares of common stock at $20.00 per share, with an additional 652,000 shares from a fully exercised option, generating approximately $93.9 million in net proceeds. This is a material registered public offering of equity securities that dilutes existing shareholders and is a significant capital-raising event for the company.
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Mayville Engineering Company, Inc.
Dilutive issuance
confidence 85%
filed 2026-05-21
Item 7.01
The disclosure announces the launch and pricing of an offering on May 19, 2026, with press releases filed as exhibits. While the Item 7.01 designation and Regulation FD language suggest this is a disclosure-only filing, the substance—announcement of an offering launch and pricing—indicates a dilutive equity issuance. This is material to investors as it signals capital raising and potential shareholder dilution.
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NOCOPI TECHNOLOGIES INC/MD/
Dilutive issuance
confidence 95%
filed 2026-05-21
Item 3.02
The filing discloses unregistered issuance of "Consideration Shares" and "Placement Shares" to accredited investors under Section 4(a)(2) exemption. This is a classic private placement of equity securities that dilutes existing shareholders. The explicit reference to Item 3.02 (Unregistered Sales of Equity) and the detailed disclosure of the exemption basis confirm this is a material dilutive equity issuance.
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Willow Tree Capital Corp
Dilutive issuance
confidence 95%
filed 2026-05-20
Item 3.02
The filing discloses an unregistered sale of approximately 580,074 shares of common stock for $9.4 million pursuant to subscription agreements and Section 4(a)(2)/Regulation D exemptions. This is a classic private placement equity issuance that dilutes existing shareholders and raises capital, fitting the dilutive_issuance category. The material amount ($9.4 million) and significant share count make this material to investors assessing ownership and capitalization.
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Rocket Lab Corp
Dilutive issuance
confidence 92%
filed 2026-05-20
Item 8.01
Rocket Lab entered into an equity distribution agreement on May 20, 2026, authorizing the issuance and sale of up to $3 billion in common stock through multiple sales agents and forward sale mechanisms. This is a material dilutive issuance that would significantly affect shareholder equity and voting power. The agreement includes both direct share sales and forward sale agreements (Initially Priced and Collared Forward Transactions), all of which contemplate the eventual issuance of common stock to raise capital.
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Redwire Corp
Dilutive issuance
confidence 85%
filed 2026-05-20
Item 8.01
AE Industrial Partners converted 46,505.13 shares of Convertible Preferred Stock into 15,247,586 shares of common stock, representing a substantial dilutive issuance. The conversion resulted in the elimination of all remaining Convertible Preferred Stock outstanding and a significant increase in common share count, which materially affects shareholder ownership percentages and voting power.
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Strawberry Fields REIT, Inc.
Dilutive issuance
confidence 92%
filed 2026-05-20
Item 3.02 discloses an unregistered sale of equity securities completed on May 19, 2026, consisting of bonds and 16 warrants yielding approximately $56 million in gross proceeds. The warrants entitle holders to purchase 2,603,936 shares of common stock at an exercise price of NIS 39.8 (approximately $13.69), creating significant dilution potential. This is a classic dilutive issuance under Regulation S, with the underlying shares to be registered on Form S-3.
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INNO HOLDINGS INC.
Dilutive issuance
confidence 92%
filed 2026-05-20
The filing discloses entry into a sales agreement with Aegis Capital Corp. for an "at the market" offering program under which the Company may sell up to $60.0 million of common stock shares. This is a dilutive equity issuance under Item 1.01, structured as an ATM offering pursuant to Rule 415(a)(4) under the Securities Act of 1933. The magnitude ($60 million) and nature of the offering (unregistered equity sales to raise capital) are material to investors' assessment of share dilution and the registrant's capital structure.
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