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.
8-K
Dilutive issuance
confidence 92%
filed 2026-06-11
Item 1.01
Shattuck Labs entered into an underwriting agreement on June 9, 2026 for a registered public offering of 10.9 million shares of common stock at $4.00 per share, plus 7.9 million pre-funded warrants, with underwriters exercising a full 30-day overallotment option for an additional 2.8 million shares. This is a material dilutive equity issuance that raises capital through the sale of common stock and warrant securities, affecting existing shareholders' ownership percentages and voting power.
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8-K
Dilutive issuance
confidence 92%
filed 2026-06-11
Item 1.01
Jaguar Health entered into two material equity financing arrangements on June 9, 2026: a $40 million Equity Line of Credit (ELOC) with an accredited investor and a $2 million Preferred Stock Financing with multiple investors including pre-funded warrants. Both transactions involve unregistered or to-be-registered equity issuances that will dilute existing shareholders.
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8-K
Dilutive issuance
confidence 95%
filed 2026-06-11
Item 3.02
The Company disclosed the sale of 12,690 Class D Common Shares for $350,000 gross proceeds on June 8, 2026, as part of a continuous private placement offering of up to $2.165 billion in common shares under Section 4(a)(2) and Regulation D Rule 506(c). This is a classic unregistered equity issuance that creates dilution to existing shareholders and is material to investors assessing the registrant's capital structure and future equity dilution risk.
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8-K
Dilutive issuance
confidence 94%
filed 2026-06-11
Item 1.01
Parabilis entered into a Stock Purchase Agreement with Regeneron for a private placement of 4,166,666 shares at $18.00 per share, concurrent with the Company's IPO on June 11, 2026. The unregistered private placement under Section 4(a)(2) and Regulation D includes piggyback registration rights for Regeneron and dilutes existing shareholders' ownership.
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8-K
Dilutive issuance
confidence 93%
filed 2026-06-11
Item 3.02
Ciena sold convertible senior notes and warrants in unregistered transactions under Section 4(a)(2) and Rule 144A, with up to 7,700,978 shares of common stock issuable upon exercise of the warrants. The offering included convertible note hedge and warrant transactions, creating material share dilution.
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8-K
Dilutive issuance
confidence 92%
filed 2026-06-11
Item 8.01
Allbirds increased the maximum aggregate offering price under its at-the-market (ATM) offering program by $48.1 million of Class A common stock on June 11, 2026. This is a registered equity issuance program that will dilute existing shareholders and represents a material capital-raising activity. The filing explicitly references the prospectus supplement and registration statement, confirming this is a formal dilutive equity offering.
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8-K
Dilutive issuance
confidence 95%
filed 2026-06-11
Item 3.02
In connection with the Azora acquisition, Adial issued 437,474 shares of Common Stock, 12,930,617 shares of Series A Preferred Stock convertible into common shares, and warrants exercisable for up to 35,342,844 shares of Common Stock, all issued pursuant to the Merger Agreement and financing arrangements in reliance on Section 4(a)(2) exemption.
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8-K
Dilutive issuance
confidence 75%
filed 2026-06-11
Item 3.02
The Company issued 5,621,621 Class A Ordinary Shares to the Sponsor through conversion of Class B shares, relying on Section 3(a)(9) exemption, materially altering the share structure and voting control.
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8-K
Dilutive issuance
confidence 95%
filed 2026-06-11
Item 3.02
The company completed an unregistered private placement of 210,000 Units to the Sponsor at $10.00 per unit, generating $2.1 million in gross proceeds, relying on the Section 4(a)(2) exemption from registration in connection with the IPO.
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8-K
Dilutive issuance
confidence 92%
filed 2026-06-11
Item 3.02
VEEA Inc. issued approximately 3.66 million shares of common stock through two mechanisms: automatic conversion of $750,000 in convertible notes into 1,891,388 shares and issuance of 1,765,296 additional shares to settle prior conversion delays. These unregistered securities were issued to existing investors in transactions exempt under Section 4(a)(2) of the Securities Act, representing significant dilution to existing shareholders.
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8-K
Dilutive issuance
confidence 92%
filed 2026-06-11
Item 1.01
Hyperscale Data entered into a Pre-Paid Advance Agreement with Yorkville under which the Company will receive $15 million in proceeds in exchange for the right to issue shares of Class A common stock at prices as low as 90% of VWAP (with a $0.10 floor). The agreement contemplates issuance of PPA Shares at Yorkville's discretion with potential dilution capped by an Exchange Cap and registration availability.
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8-K
Dilutive issuance
confidence 95%
filed 2026-06-11
AIM ImmunoTech entered into a securities purchase agreement on June 9, 2026, to issue 2,554,119 registered shares at $0.5189 per share (approximately $1.3 million gross proceeds) and concurrently issued 771,503 unregistered shares plus pre-funded warrants and Class J warrants in a private placement. The filing explicitly discloses unregistered equity issuances under Item 3.02, with warrants exercisable for up to 12 million additional shares, representing substantial dilution to existing shareholders and a material capital raise typical of small-cap equity financings.
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8-K
Dilutive issuance
confidence 95%
filed 2026-06-11
The filing discloses a private placement of 96,000,000 shares of common stock for $300,000 in cash pursuant to Subscription Agreements executed on June 6 and June 11, 2026, with institutional and accredited investors under Section 4(a)(2) and Rule 506(b) exemptions. This represents a highly dilutive unregistered equity issuance at a minimal valuation ($0.003125 per share), which is material to investors assessing the registrant's capital structure and shareholder value.
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8-K
Dilutive issuance
confidence 92%
filed 2026-06-11
Item 1.01
Cardiff Lexington entered into a common stock purchase agreement with an institutional investor committing to purchase up to $25 million (expandable to $75 million) of common stock at a discount to market price (97% of VWAP), with the Company retaining discretion to direct purchases over 36 months. This is a classic "equity line of credit" or PIPE-like arrangement that creates substantial dilution risk to existing shareholders, particularly given the discount pricing mechanism and the Company's unilateral control over timing and amount of issuances.
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8-K
Dilutive issuance
confidence 95%
filed 2026-06-11
Item 3.02
The filing discloses an unregistered private placement of 285,768 shares of Series A Convertible Preferred Stock under Rule 506(b) of Regulation D, generating $2.84 million in gross proceeds during June 2–10, 2026. This is a classic dilutive issuance of equity securities exempt from registration, with 12.6 million shares of the preferred stock now outstanding. The convertible nature and substantial capital raise make this material to investors assessing ownership dilution and the company's capital structure.
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8-K
Dilutive issuance
confidence 95%
filed 2026-06-11
Item 3.02
Xeris Biopharma is issuing shares of common stock in a private placement to noteholders exchanging approximately $23 million in principal amount of convertible notes under Section 4(a)(2) exemptions, representing a dilutive equity issuance that materially affects shareholder ownership.
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8-K
Dilutive issuance
confidence 92%
filed 2026-06-10
Item 1.01
Swarmer entered into a Common Stock Purchase Agreement with Lucid Capital Markets on June 10, 2026, granting Lucid the right to purchase up to 3,000,000 shares of common stock at 98% of VWAP over a 24-month period. This is a classic at-the-market (ATM) or equity line of credit arrangement that creates significant dilution risk. The filing explicitly states the shares are offered in reliance on Section 4(a)(2) (private placement exemption), and the Company expects to use proceeds for operations and expansion. This is a material dilutive issuance typical of small-cap companies raising capital through equity lines.
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8-K
Dilutive issuance
confidence 95%
filed 2026-06-10
Item 3.02
Factorial Energy Inc. completed an unregistered sale of equity securities under Section 4(a)(2) of the Securities Act in connection with the business combination, resulting in significant share dilution with registration rights granted for 80.6 million shares representing 88.1% of outstanding shares.
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8-K
Dilutive issuance
confidence 85%
filed 2026-06-10
Item 7.01
Nuwellis announced the closing of a registered public offering that raised approximately $6,000,000 in gross proceeds and resulted in the exercise of pre-funded warrants, increasing outstanding shares to 12,750,321. This is a material equity issuance that dilutes existing shareholders and signals capital-raising activity typical of small-cap companies under financial pressure.
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8-K
Dilutive issuance
confidence 95%
filed 2026-06-10
Item 8.01
IDEAYA completed a public offering of 7,222,225 shares of common stock and pre-funded warrants to purchase 5,555,576 additional shares, raising approximately $323.6 million in net proceeds. This is a material dilutive equity issuance disclosed under Item 8.01, representing a substantial increase in shares outstanding and capital raise that would affect a reasonable investor's assessment of ownership dilution and the company's financial position.
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8-K
Dilutive issuance
confidence 92%
filed 2026-06-10
Item 3.02
WhiteHawk Minerals issued 3,750,000 shares of Class B Common Stock to the Management Contributor in connection with the internalization transaction, relying on Section 4(a)(2) exemption from registration. This unregistered private placement of equity securities materially dilutes existing shareholders and affects the company's ownership structure and capitalization.
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8-K
Dilutive issuance
confidence 92%
filed 2026-06-10
Item 1.01
Syndax issued $250 million of convertible senior notes in a private placement on June 10, 2026, with net proceeds of approximately $243 million, creating potential equity dilution of up to 13,631,400 shares upon conversion. The offering was conducted under Section 4(a)(2) of the Securities Act as an unregistered private placement to certain investors.
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8-K
Dilutive issuance
confidence 92%
filed 2026-06-10
Item 1.01
Tango Therapeutics entered into an underwriting agreement on June 9, 2026 to conduct an underwritten public offering of 18.2 million shares of common stock and pre-funded warrants to purchase 1.8 million additional shares, with a 30-day overallotment option for 3 million more shares. The offering is expected to raise approximately $566.5 million in net proceeds. This is a material dilutive equity issuance that increases the share count and dilutes existing shareholders, disclosed under Item 1.01 as a material definitive agreement.
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8-K
Dilutive issuance
confidence 92%
filed 2026-06-10
Item 8.01
PureCycle Technologies announced its intention to conduct concurrent underwritten public offerings of $250 million in convertible senior notes and $145 million in common stock, representing a material dilutive equity issuance to raise capital.
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8-K
Dilutive issuance
confidence 92%
filed 2026-06-10
Item 3.02
La Rosa Holdings Corp. issued Series D Preferred Stock to an investor under Rule 506(b) of Regulation D, a private placement exemption for unregistered equity securities. This dilutive issuance materially affects existing shareholders' ownership percentages and signals capital-raising activity.
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8-K
Dilutive issuance
confidence 90%
filed 2026-06-10
Item 1.01
BlockchAIn Digital Infrastructure completed a public offering of 33,333,334 shares at $1.65 per share on June 8, 2026, raising approximately $51.4 million in net proceeds and issuing 1,333,333 Representative Warrants to the underwriter. This substantial equity issuance represents a material dilutive capital raise affecting existing shareholder ownership and the company's financial position.
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8-K
Dilutive issuance
confidence 95%
filed 2026-06-10
The filing discloses an unregistered sale of limited partnership units totaling approximately $89.55 million under Item 3.02, with Class I and Class E units sold to accredited investors and qualified purchasers pursuant to Section 4(a)(2) and Regulation D. This is a classic dilutive equity issuance by a fund that would materially affect existing unitholders' ownership percentages and is a core disclosure event for private fund offerings.
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8-K
Dilutive issuance
confidence 92%
filed 2026-06-10
Item 1.01
EBR Systems entered into an underwriting agreement for a fully underwritten A$150.0 million capital raise through the sale of approximately 394.7 million new CDIs (representing new shares) to institutional and retail investors on the ASX, comprising an institutional placement and pro rata entitlement offer that will dilute existing shareholders.
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8-K
Dilutive issuance
confidence 90%
filed 2026-06-10
Item 1.01
CervoMed entered into a securities purchase agreement for a private placement of 3,360,377 units comprising common stock (or pre-funded warrants) and Series B and C warrants, generating approximately $10.5 million in gross proceeds with potential additional $21.7 million upon warrant exercise. The unregistered securities are subject to resale restrictions, with significant insider participation from the CEO, Chair, and Director. Proceeds will be used for R&D and operations.
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8-K
Dilutive issuance
confidence 95%
filed 2026-06-10
The filing discloses an unregistered sale of 1,103,338 shares of common stock at $0.72 per share for aggregate gross proceeds of $794,403 to foreign accredited investors under Regulation S. Item 3.02 explicitly confirms this is an unregistered equity issuance. The transaction is material as it represents a dilutive equity raise and requires ongoing registration obligations under the Registration Rights Agreement.
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8-K
Dilutive issuance
confidence 85%
filed 2026-06-10
The filing discloses an unregistered private placement of a convertible promissory note ($145,000 principal) and a warrant to purchase 125,000 shares, with aggregate share issuance capped at 1,569,579 shares unless shareholder approval is obtained. This is a classic dilutive equity issuance under Item 3.02, with the company raising capital through convertible debt and warrants that will result in significant common stock dilution. The requirement to seek shareholder approval under Nasdaq Rule 5635(d) further confirms the material dilutive nature of the transaction.
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8-K
Dilutive issuance
confidence 75%
filed 2026-06-10
The filing discloses the issuance of 3,500,000 shares of 9.50% Series A Perpetual Preferred Stock in a public offering on June 10, 2026, pursuant to an underwriting agreement. While Item 3.03 addresses "Material Modification to Rights of Security Holders," the core event is a substantial equity issuance with a liquidation preference of $100 per share and cumulative dividend rights, which materially dilutes existing shareholders and raises capital. This is a material equity offering that would affect investor assessment of the registrant's capital structure and ownership.
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8-K
Dilutive issuance
confidence 75%
filed 2026-06-10
Netcapital issued a convertible promissory note ($182,120 principal) to Vanquish Funding Group in a private placement under Section 4(a)(2), with conversion rights at 65% of the lowest trading price over the preceding 20 days (minimum $1.00 per share for the first six months). The note includes a 4.99% beneficial ownership limitation and conversion may be triggered upon default. This is a dilutive equity issuance raising $157,000 in gross proceeds, disclosed under Item 3.02 (Unregistered Sales of Equity Securities), though the filing also implicates Item 1.01 (material definitive agreement) and Item 2.03 (direct financial obligation). The conversion feature and equity component make this primarily a dilutive issuance event.
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8-K
Dilutive issuance
confidence 95%
filed 2026-06-10
Item 1.01
The filing discloses an unregistered sale of equity securities under Item 3.02, specifically a partial exercise of a purchase option resulting in issuance of 187,500 Units (each comprising one share of common stock and one warrant) for $150,000 gross proceeds. This is part of a larger $1,150,000 equity financing with an additional $1,350,000 option remaining. The securities are issued under Section 4(a)(2) and Regulation D exemptions to an accredited investor, and constitute restricted securities under Rule 144—hallmarks of a dilutive private placement typical of small-cap companies raising capital.
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8-K
Dilutive issuance
confidence 95%
filed 2026-06-10
Item 3.02
Allbirds sold $5.0 million in aggregate principal amount of senior secured convertible notes on June 4, 2026, offered and sold under Rule 506(b) exemption from registration. Convertible notes are inherently dilutive securities that convert into Class A common stock, and the filing discloses up to $50 million in total facility capacity with $41.75 million remaining available. This is a material unregistered equity issuance typical of small- to mid-cap companies raising capital.
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8-K
Dilutive issuance
confidence 95%
filed 2026-06-10
Item 3.02
Virgin Galactic issued 6,734,960 shares of common stock to redeem $30.5 million in principal of First Lien Notes on June 10, 2026, relying on Section 4(a)(2) exemption from registration. This is a classic dilutive equity issuance in exchange for debt reduction, materially increasing share count and affecting existing shareholders' ownership percentage.
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8-K
Dilutive issuance
confidence 94%
filed 2026-06-09
Item 1.01
Aspira Women's Health entered into a private placement securities purchase agreement on June 5, 2026, issuing 3,300,000 shares of common stock and warrants to purchase 4,455,000 additional shares to accredited and institutional investors for approximately $1.485 million in gross proceeds.
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8-K
Dilutive issuance
confidence 92%
filed 2026-06-09
Item 3.02
The filing discloses unregistered sales of equity securities under Item 3.02, specifically: (1) exercise of 416,667 common stock purchase warrants for $166,667 gross proceeds, with issuance of 416,667 additional incentive warrants; and (2) exercise of 100,000 performance warrants for $100. These transactions are exempt from registration (Regulation S and Rule 506(b)), and the incentive warrants represent dilutive equity issuances. The scale of warrant exercises and the incentive program designed to encourage early exercise of up to 5.7 million outstanding warrants signal material dilution to existing shareholders.
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8-K
Dilutive issuance
confidence 35%
filed 2026-06-09
Item 8.01
The filing announces a $1.2 billion private offering of senior notes due 2031 and 2034, offered to qualified institutional buyers under Rule 144A and Regulation S. While this is a material debt issuance, the event is primarily a debt offering rather than an equity issuance. The dilutive_issuance category is typically reserved for unregistered equity sales (PIPEs, convertibles, ATM offerings). This disclosure is more accurately characterized as debt financing activity, which does not fit neatly into the provided taxonomy and may be better classified as other_material.
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8-K
Dilutive issuance
confidence 75%
filed 2026-06-09
Item 8.01
Allegiant Travel commenced a $500 million private offering of senior secured notes due 2031 to qualified institutional buyers under Rule 144A and Regulation S, concurrent with a tender offer for $403 million of existing 2027 notes.
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8-K
Dilutive issuance
confidence 92%
filed 2026-06-09
Item 3.02
The filing discloses two unregistered equity issuances: (1) 398,666 shares issued as consideration for the Lyphe Group acquisition under Section 4(a)(2), and (2) 1,214,186 shares issued in a debt-for-equity exchange under Section 3(a)(9). Together, these represent approximately 1.6 million shares of dilutive issuance, with the debt exchange alone converting $6 million of convertible notes. This is material to investors as it increases share count and dilutes existing shareholders.
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8-K
Dilutive issuance
confidence 85%
filed 2026-06-09
Item 8.01
Allegiant Travel announced a private offering of $650.0 million in Senior Secured Notes due 2031, increased from the previously announced $500.0 million. The offering is being conducted under Rule 144A and Regulation S as an unregistered private placement to qualified institutional buyers and non-U.S. persons. While technically debt rather than equity, this represents a material capital-raising transaction that increases the company's financial obligations and would affect a reasonable investor's assessment of leverage and financial structure.
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8-K
Dilutive issuance
confidence 75%
filed 2026-06-09
Item 1.01
Cheniere Partners closed a $1.75 billion private placement of senior notes on June 9, 2026, consisting of $1 billion 2036 Notes and $750 million 2056 Notes, pursuant to supplemental indentures. This material debt financing activity affects the company's capital structure and financial obligations.
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8-K
Dilutive issuance
confidence 92%
filed 2026-06-09
Item 1.01
Novanta entered into a Securities Purchase Agreement for a private placement of approximately 2,142,857 common shares at $140.00 per share for approximately $300 million, representing approximately 6% dilution to existing shareholders. The unregistered equity sale under Section 4(a)(2) was announced with forward-looking statements regarding registration of the shares.
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8-K
Dilutive issuance
confidence 35%
filed 2026-06-09
Item 8.01
MSD Investment Corp. priced a $300 million offering of 6.375% notes due 2029 in a private placement to qualified institutional buyers under Rule 144A and Regulation S. While this is a material debt issuance that would affect investor assessment of the company's capital structure and leverage, the event does not fit cleanly into the provided taxonomy. The "dilutive_issuance" category is defined as unregistered equity sales (private placements, PIPEs, convertible notes, ATM offerings), but this disclosure concerns debt notes, not equity. This is more accurately a debt financing event, which falls under "other_material" as it lacks a dedicated 8-K classification but materially affects the registrant's financial position.
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8-K
Dilutive issuance
confidence 85%
filed 2026-06-09
The filing discloses an unregistered sale of 2,701,420 shares of common stock by certain stockholders acquired in connection with Ondas Inc.'s acquisition of Omnisys Ltd. The shares are being registered for resale via a prospectus supplement to an S-3ASR registration statement. This represents a dilutive equity issuance material to investors assessing ownership and capital structure, particularly given the acquisition context and the substantial share count involved.
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8-K
Dilutive issuance
confidence 92%
filed 2026-06-09
Item 3.02
Rain Enhancement Technologies issued 10,283,984 shares of Class A Common Stock unregistered, including a $4,000,000 debt-to-equity conversion from RHY Management LLC (affiliated with Chairman Harry You) and grants to officers, directors, advisors, and consultants, relying on Section 4(a)(2) and Regulation D exemptions. This represents material dilution to existing shareholders and a significant capital structure change.
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8-K
Dilutive issuance
confidence 92%
filed 2026-06-09
Item 3.02
Aditxt entered into a Note Purchase Agreement on June 3, 2026, issuing senior secured convertible notes with an aggregate principal amount of approximately $725,000 in cash proceeds plus consolidation of existing notes totaling $4.4+ million to accredited investors under Section 4(a)(2) and Regulation D Rule 506(b). The unregistered private placement of convertible securities is material to investors due to ownership dilution and capital structure effects.
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8-K
Dilutive issuance
confidence 95%
filed 2026-06-09
Item 3.02
BRC Group Holdings disclosed unregistered sales of equity securities under Item 3.02 that exceeded 5% of outstanding shares. The Company issued 2,060,683 shares of Common Stock in two private exchanges (May 14 and June 4, 2026) in exchange for cancellation of senior notes, representing approximately 5.1% of the 40.2 million shares outstanding as of June 4, 2026. This is a classic dilutive issuance under Section 3(a)(9) of the Securities Act, material to investors assessing ownership dilution and the Company's capital structure.
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8-K
Dilutive issuance
confidence 95%
filed 2026-06-09
The filing discloses unregistered issuance of 10,670,000 shares of common stock to five independent contractors as compensation for consulting services, plus an additional 700,000 shares in a settlement agreement, totaling 11,370,000 shares. These are issued as restricted securities under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, which is the classic structure for dilutive private placements. Item 3.02 is the designated disclosure item for unregistered equity sales, and the magnitude of shares issued represents material dilution to existing shareholders.
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