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 85%
filed 2026-07-09
Newton Golf Company exchanged approximately $2.3 million of existing convertible promissory notes for 24,092.61 shares of newly designated Series A Convertible Preferred Stock on July 6, 2026. The Series A Preferred Stock is convertible into Common Stock at $1.00 per share, with forced conversion rights if the stock price reaches $3.00 for 10 consecutive trading days. This represents a dilutive equity issuance that increases the company's share count and potential dilution to existing shareholders, characteristic of a debt-for-equity exchange that raises no new cash but restructures existing obligations into equity form.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-09
The filing discloses an unregistered private placement of 8,000,000 shares of common stock to Sinco International Investments, Inc. for $25,000 cash under Section 4(a)(2) and Rule 506(b), explicitly covered under Item 3.02 (Unregistered Sales of Equity Securities). This represents a highly dilutive issuance at a minimal valuation ($0.003125 per share), which would materially affect shareholder equity and voting power.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-09
The filing discloses an Equity Purchase Agreement with Hudson Global Ventures, LLC granting the investor the right to purchase up to $15,000,000 of common stock through put notices, plus a warrant to purchase 1,000,000 shares at $0.50 per share. Item 3.02 explicitly confirms unregistered sales of equity securities under Section 4(a)(2) and Regulation D. This is a classic dilutive private placement with a PIPE-like structure, material to investors assessing capital structure and ownership dilution.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-09
Item 1.01
Bone Biologics priced a private offering on July 7, 2026, selling pre-funded warrants and Series F and G warrants to purchase 2,112,677 shares of common stock at a combined purchase price of $1.419 per unit, generating approximately $2.7 million in net proceeds with potential additional gross proceeds of approximately $6 million upon full exercise of the warrants. The securities were issued without registration under Section 4(a)(2) of the Securities Act as a private placement to an accredited investor.
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8-K
Dilutive issuance
confidence 85%
filed 2026-07-09
Item 1.01
Rackspace entered into an at-the-market (ATM) equity distribution agreement with Goldman Sachs on July 9, 2026, authorizing the sale of up to $250 million in common stock to accelerate Enterprise AI Growth and fund the company's next phase of growth.
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8-K
Dilutive issuance
confidence 92%
filed 2026-07-09
Item 3.02
Innovative Eyewear entered into an inducement letter agreement whereby existing warrant holders exercised 2,200,544 warrants at a reduced price ($1.35 vs. original $2.60), generating approximately $3.0 million in gross proceeds. In consideration, the Company issued 6,601,632 new unregistered Series J warrants in a private placement, representing a classic dilutive warrant-for-warrant exchange with potential additional proceeds of ~$7.25 million if fully exercised and creating significant dilution to existing shareholders.
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8-K
Dilutive issuance
confidence 75%
filed 2026-07-09
Item 5.03
Nauticus Robotics implemented a Securities Purchase Agreement from February 6, 2026, issuing 50,000 shares of Series D Convertible Preferred Stock and common stock purchase warrants to Master Investment Group. The Series D Preferred Stock carries conversion rights into common stock, cumulative 10% dividends, and liquidation preferences, materially diluting existing shareholders' ownership percentages and voting power upon conversion.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-09
Item 3.02
Blaize Holdings agreed to issue 2,000,000 shares of common stock to Bess Ventures as consideration for a settlement agreement, relying on Section 4(a)(2) and Regulation D Rule 506(b) exemptions for the unregistered private placement. This substantial equity issuance is dilutive to existing shareholders and material to the company's capital structure.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-08
Item 3.02
Brookfield Private Equity Fund LP sold approximately $4.5 million in unregistered limited partnership units (Class S and Class I) on June 1, 2026, pursuant to a continuous private offering exempt under Section 4(a)(2) and Regulation D, diluting existing unitholders' ownership interests.
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8-K
Dilutive issuance
confidence 75%
filed 2026-07-08
Item 8.01
908 Devices issued 3,213,583 shares of common stock on July 8, 2026, in satisfaction of earnout consideration obligations under the RedWave acquisition agreement dated April 29, 2024. While this is technically a contingent issuance tied to revenue performance rather than a traditional private placement, it represents a material dilutive equity issuance that would affect shareholder ownership and is disclosed under Item 8.01 as a material event. The issuance satisfies the company's full earnout obligation and represents approximately 3.2 million shares issued to acquisition sellers.
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8-K
Dilutive issuance
confidence 75%
filed 2026-07-08
Item 8.01
Ares Acquisition Corp III completed an IPO on July 1, 2026, issuing 39.5 million units at $10.00 per unit (generating $395 million in gross proceeds) and simultaneously completed a private placement of 7.47 million warrants to the Sponsor for $11.2 million. While this is technically a public offering rather than a private placement, the concurrent private placement of warrants to the Sponsor at a discounted price ($1.50 per warrant vs. $1.00 implied in the public units) represents dilutive equity issuance activity material to investors assessing the company's capital structure and shareholder dilution.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-08
Item 3.02
Goldman Sachs Real Estate Finance Trust Inc completed an unregistered private offering of Class I and Class S common stock, raising approximately $30.8 million in aggregate consideration from accredited investors pursuant to Section 4(a)(2) and Regulation D exemptions.
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6-K
Dilutive issuance
confidence 92%
filed 2026-07-08
EX-99.1
NOVONIX announced ASX approval of a Share Purchase Plan (SPP) permitting issuance of new shares to eligible shareholders at $0.16 per share, representing a 31.2% discount to the 5-day VWAP. The announcement discloses the mechanics of an equity issuance at a material discount without shareholder approval (via ASX waivers), with expected dilution of approximately 2.17% and a cap of 30% of outstanding shares. This is a dilutive equity issuance comparable to a private placement or PIPE structure.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-08
Item 3.02
Fortress Credit Realty Income Trust completed an unregistered sale of 644,560 common shares across multiple share classes for approximately $12.9 million in gross proceeds, conducted pursuant to Section 4(a)(2), Regulation D, and/or Regulation S exemptions.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-08
Item 3.02
Fortress Net Lease REIT issued 6.8 million common shares for approximately $71.9 million in gross proceeds on July 1, 2026, pursuant to Section 4(a)(2), Regulation D, and/or Regulation S exemptions from registration.
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8-K
Dilutive issuance
confidence 85%
filed 2026-07-08
Item 3.02
Presidio issued 1,962,240 shares of Class A common stock to the sellers as consideration for the Canyon Creek acquisition, undertaken in reliance on Section 4(a)(2) of the Securities Act.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-08
Item 3.02
CEPT completed a private placement (PIPE) of 19,735,000 Class A Ordinary Shares at $10.00 per share for $197 million in aggregate proceeds, issued in reliance on Section 4(a)(2) of the Securities Act without registration.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-08
Item 3.02
The Company issued 8,500,000 warrants in a private placement simultaneously with IPO closing—5,000,000 to the Sponsor and 3,500,000 to Underwriters at $1.00 per warrant—pursuant to Section 4(a)(2) exemption from registration.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-08
Item 3.02
In connection with the business combination, the registrant completed unregistered sales of equity securities through Subscription Agreements and a PIPE financing relying on Section 4(a)(2) exemption, raising approximately $188 million in cash and materially diluting existing shareholders.
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8-K
Dilutive issuance
confidence 85%
filed 2026-07-08
The filing discloses entry into a securities purchase agreement for a convertible promissory note with a principal amount of $166,500 sold for $150,000 net funding of $141,000 to Coventry Enterprises LLC. The Note is convertible into common stock at 85% of the lowest closing bid price during the ten trading days prior to conversion, with conversion restrictions tied to beneficial ownership thresholds and Nasdaq Rule 5635(d) shareholder approval requirements. This is a dilutive equity issuance structured as a convertible debt instrument, disclosed under Items 1.01, 2.03, and 3.02, representing a material capital-raising transaction with significant dilution potential to existing shareholders.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-08
Item 3.02
The filing discloses an unregistered sale of equity securities under Item 3.02, with the Company issuing 2,597,313 shares across three classes (S-PR, D-PR, and I-PR) on July 1, 2026, generating approximately $21.35 million in gross proceeds pursuant to Regulation D and a distribution reinvestment plan. This is a classic dilutive issuance of unregistered equity that would materially affect a reasonable investor's assessment of share dilution and capital structure.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-08
Item 3.02
The filing discloses unregistered sales of equity securities under Item 3.02, reporting issuance of 3,074,933 shares across three classes (Class S-PR, D-PR, and I-PR) generating approximately $40.96 million in gross proceeds during June–July 2026, pursuant to Regulation D exemption. This is a classic dilutive equity issuance that would materially affect investor assessment of ownership dilution and capital structure.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-08
Item 3.02
Sadot Group Inc. issued 90,000 unregistered shares of Common Stock (approximately 9% of outstanding common stock) to two creditors—Cedar and Agile—in settlement of approximately $3.36 million in outstanding debt, utilizing Section 3(a)(9) and Section 4(a)(2) exemptions from Securities Act registration.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-08
Item 3.02
The filing discloses unregistered sales of equity securities under Item 3.02, including issuances of Class E, Class A-I, and Class A-II common stock to independent directors and accredited investors totaling approximately $2.72 million across multiple tranches in June and July 2026. These private placements are explicitly exempt from registration under Section 4(a)(2) of the Securities Act and Regulation D Rule 506(c), which is the hallmark of dilutive equity issuances that materially affect shareholder ownership and capital structure.
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8-K
Dilutive issuance
confidence 92%
filed 2026-07-08
Item 3.02
The filing discloses an unregistered sale of equity securities (Item 3.02) totaling approximately $31.6 million across four classes of common stock on July 1, 2026. The transaction was exempt from Securities Act registration under Section 4(a)(2) as a non-public offering. This is a classic dilutive issuance—a private placement of equity that increases share count and dilutes existing shareholders, material to investor assessment of ownership and capital structure.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-08
Item 3.02
Ares Core Infrastructure Fund agreed to sell $1,114.2 million in common shares of beneficial interest across multiple classes (Class I, D, N, and S) in an unregistered offering exempt under Section 4(a)(2) and Regulation D.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-08
Item 3.02
Franklin BSP Real Estate Debt, Inc. disclosed an unregistered sale of 510,494.58 shares across four classes of common stock (Class G, Class G-D, Class G-S, and Class I) for aggregate consideration of $12,687,023 on July 1, 2026, pursuant to Section 4(a)(2) and Regulation D. This is a classic private placement of equity securities exempt from registration, which is material to investors as it increases share count and dilutes existing shareholders' ownership percentages.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-07
Item 3.02
Apollo IG Core Replacement, L.P. issued approximately $500 million in unregistered limited partnership interests on July 1, 2026, pursuant to Section 4(a)(2) and Regulation D/S exemptions, materially diluting existing limited partners.
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8-K
Dilutive issuance
confidence 92%
filed 2026-07-07
Item 3.02
As part of the debt refinancing, The Oncology Institute issued warrant agreements to Deerfield Partners to purchase 10,025,535 shares of common stock with no additional consideration paid. This unregistered equity issuance under Section 4(a)(2) of the Securities Act represents a dilutive grant that increases the outstanding share count and potential voting power.
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8-K
Dilutive issuance
confidence 92%
filed 2026-07-07
Item 3.02
As part of the Oberland Capital strategic investment agreement, MeiraGTx issued up to $25 million in equity securities to Oberland Capital, with Oberland Capital also receiving the right to purchase an additional $15 million in equity, representing a dilutive issuance of unregistered securities.
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6-K
Dilutive issuance
confidence 85%
filed 2026-07-07
EX-99.1
SCHMID Group announced entry into an investment agreement on July 7, 2026 to issue and sell $20 million in senior convertible notes in a private placement. The Notes are convertible into ordinary shares at specified conversion prices, materially affecting shareholder equity and voting power through the dilutive conversion feature.
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8-K
Dilutive issuance
confidence 92%
filed 2026-07-07
Item 3.02
Campbell Fund Trust sold unregistered Units of Beneficial Interest totaling approximately $6.77 million across three series (A, D, W) on June 30, 2026, pursuant to Section 4(2) and Regulation D exemptions. This is a private placement of equity securities meeting the definition of dilutive_issuance, and the aggregate consideration of nearly $7 million is material to a fund trust registrant.
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8-K
Dilutive issuance
confidence 75%
filed 2026-07-07
Item 3.01
The filing discloses a Securities Purchase Agreement under which EEME will purchase $1,000,000 of DevvStream's common shares at $0.28683 per share, resulting in issuance of 3,486,386 common shares. This is a private placement of equity securities representing significant dilution to existing shareholders. While the Item 3.01 caption references delisting risk, the actual prose describes a capital raise through equity issuance rather than a delisting notice or listing failure, making dilutive_issuance the more precise classification.
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8-K
Dilutive issuance
confidence 94%
filed 2026-07-07
Item 1.01
VSee Health issued two convertible notes totaling approximately $575,550 in principal (ClearThink Note for $280,000 and Vanquish Note for $295,550), each convertible into common stock at discounted prices (85% and 75% of lowest closing price, respectively) with minimal beneficial ownership caps of 4.99%. This PIPE-like financing structure creates substantial dilution risk for existing shareholders.
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8-K
Dilutive issuance
confidence 92%
filed 2026-07-07
Item 1.01
Z Squared Inc. entered into an at-the-market (ATM) sales agreement with Roth Capital Partners to offer and sell up to $300 million in common stock shares under an effective shelf registration statement. This dilutive equity issuance is material to investors assessing capital structure and shareholder dilution.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-07
Item 3.02
The filing discloses an unregistered sale of common shares totaling $2,302,688 (approximately 92,900 shares at $24.79 per share) pursuant to subscription agreements and capital calls. The sale was conducted under Section 4(a)(2), Regulation D, and/or Regulation S exemptions from Securities Act registration. This is a classic dilutive equity issuance to investors relying on accredited investor or non-U.S. person exemptions, directly matching the dilutive_issuance category.
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8-K
Dilutive issuance
confidence 90%
filed 2026-07-07
Item 1.01
Semnur entered into a binding term sheet with iHolding Group LLP for a $100 million strategic investment involving the issuance of approximately 10 million shares of common stock at $10.00 per share. The transaction, subject to customary closing conditions including due diligence, definitive agreements, and stockholder approval, represents a material dilutive equity issuance that would significantly increase share count and dilute existing shareholders.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-07
Item 3.02
The Company sold 27,194 Class D Common Shares for $750,000 gross proceeds on July 1, 2026, pursuant to 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 dilutes existing shareholders and is material to investors assessing capital structure and ownership changes.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-07
Item 3.02
The Company issued 11,698 shares of Class X-1 common stock to accredited investors in a private placement for $275,000 aggregate proceeds, exempt from registration under Section 4(a)(2) and Regulation D Rule 506(c). This is a classic unregistered equity issuance disclosed under Item 3.02, representing dilution to existing shareholders and capital raised by the registrant.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-07
Item 3.02
The filing discloses an unregistered sale of 1,280,957 common shares for approximately $26.42 million under Section 4(a)(2) and Regulation D Rule 506, which is a classic private placement. This is a dilutive equity issuance that raises capital and increases share count, material to investors assessing the registrant's capitalization and ownership structure.
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8-K
Dilutive issuance
confidence 92%
filed 2026-07-07
Item 3.02
Interactive Strength issued 225,681 shares of Series C Preferred Stock on June 30, 2026, pursuant to a Settlement Agreement resolving a dispute under a prior Loan Restoration Agreement. The unregistered issuance under Section 4(a)(2) of the Securities Act satisfied a $451,361 shortfall in the Lender's net proceeds from prior stock dispositions.
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8-K
Dilutive issuance
confidence 92%
filed 2026-07-07
Item 3.02
Banzai International issued unregistered Common Stock and Pre-Funded Warrants to ConnectAndSell pursuant to the Asset Purchase Agreement under Section 4(a)(2) exemption, representing a dilutive equity capital raise by a financially distressed company with negative working capital of approximately $17 million and accumulated deficit of $57.6 million.
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6-K
Dilutive issuance
confidence 92%
filed 2026-07-07
FST Corp. entered into an At The Market (ATM) Offering Agreement on July 6, 2026, with H.C. Wainwright & Co., LLC, authorizing the sale of up to $10.4 million in ordinary shares. ATM offerings are unregistered equity issuances that create dilution risk to existing shareholders. The filing also references a prospectus supplement filed under Rule 424(b)(5), confirming this is a registered direct offering of equity securities that would materially affect investor assessment of share dilution and capital structure.
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8-K
Dilutive issuance
confidence 92%
filed 2026-07-07
Item 1.01
StageWise entered into a Share Subscription Agreement to issue 1,000,000 shares of Common Stock to Jakhongir Abidovich Artikkhodjaev, the controlling shareholder, for $250,000. The shares are unregistered restricted securities issued under Section 4(a)(2) exemption, and Item 3.02 explicitly confirms this is an unregistered sale of equity securities. This is a dilutive issuance to an existing controlling shareholder that increases share count and dilutes existing shareholders' ownership percentages.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-07
Item 3.02
Concurrent with the IPO, Osprey Acquisition Corp. III completed a private placement of 747,000 Units at $10.00 per unit, generating $7.47 million in gross proceeds. The units were purchased by Cantor Fitzgerald (261,000 units) and sponsor Osprey Acquisition Sponsor III, LLC (486,000 units) pursuant to Section 4(a)(2) exemption from registration.
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8-K
Dilutive issuance
confidence 75%
filed 2026-07-07
Item 8.01
Following stockholder approval, Series C Preferred Stock automatically converted into common stock, and Series D Preferred Stock was voluntarily converted into 4,752,244 shares of common stock, increasing common share count to 27,635,745 shares outstanding with additional Series D convertible into 28,929,592 shares. These conversions materially dilute existing common shareholders' ownership and voting power.
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6-K
Dilutive issuance
confidence 95%
filed 2026-07-07
The 6-K discloses a private placement of 331,753,557 ordinary shares and 995,260,671 warrants for US$700 million, closed on July 3, 2026. This is a material unregistered equity issuance that dilutes existing shareholders and raises substantial capital. The transaction is explicitly described as a private placement under a Securities Purchase Agreement, fitting the definition of dilutive_issuance.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-07
XMax Inc. entered into Securities Purchase Agreements on July 1, 2026, to sell 434,600 shares of common stock at $8.454 per share for an aggregate offering price of $3,674,108.40 in a private placement to non-U.S. investors under Regulation S. This is a classic unregistered equity issuance disclosed under Item 1.01 and Item 3.02, representing dilutive capital raising activity material to investors assessing ownership and equity structure.
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8-K
Dilutive issuance
confidence 85%
filed 2026-07-07
Polar Power issued a convertible promissory note to Mayers Ventures LLC for $250,000 consideration with conversion rights into common stock at a price equal to 90% of the lowest daily VWAP in the 7 trading days prior to conversion. The filing explicitly discloses this under Item 3.02 (Unregistered Sales of Equity Securities), and the convertible structure with a below-market conversion floor and registration rights agreement creates material dilution risk to existing shareholders. The investor also gains board designation rights, indicating a significant capital raise with equity upside.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-07
The filing discloses a private placement (PIPE) of 3,608,496 units at $0.582 per unit, raising approximately $2.1 million in gross proceeds. Each unit comprises Series A Convertible Preferred Stock (convertible 1:1 to common stock), warrants to purchase common stock equal to 100% of conversion shares, and subscription rights. The transaction is explicitly exempt from registration under Section 4(a)(2) and Regulation D Rule 506(b), and Item 3.02 confirms unregistered sales of equity securities. This is a classic dilutive private placement raising capital through convertible securities and warrants.
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