SEC 8-K and 6-K filings classified by Claude with reasoning, plus Form 4 insider transactions. Ingested from EDGAR’s filing stream in near-real time, reconciled overnight.
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.
The filing discloses a common stock purchase agreement with White Lion Capital LLC for up to $15.0 million in equity financing, with actual purchases of 7,500 shares totaling $15,650 completed as of May 22, 2026. This represents a dilutive issuance of common stock under a committed purchase arrangement, which is material to investors assessing the registrant's capital structure and ownership dilution.
View raw filing on EDGAR →Starwood Property Trust closed a $600 million private offering of 6.125% senior notes due 2031 on May 26, 2026, under an indenture with The Bank of New York Mellon. The proceeds were used for refinancing existing debt and funding green/social projects, representing a material capital structure change.
View raw filing on EDGAR →Editas Medicine entered into an underwriting agreement on May 26, 2026 to conduct a public offering of 55,555,556 shares of common stock at $2.25 per share, together with accompanying warrants, generating approximately $117.0 million in net proceeds. The offering, which will fund operations into H2 2028, represents a material registered public offering that will dilute existing shareholders, with the warrant component potentially generating an additional $192.5 million upon exercise.
View raw filing on EDGAR →The filing discloses an At The Market (ATM) Offering Agreement entered into on March 10, 2025, permitting Traws Pharma to offer and sell up to $3,128,399 of common stock shares through Citizens JMP Securities under an effective shelf registration statement. ATM offerings are unregistered equity issuances that are dilutive to existing shareholders and typically signal capital-raising activity at small- and mid-cap issuers; this disclosure is material to investor assessment of equity dilution and the company's liquidity position.
View raw filing on EDGAR →BlackRock Private Credit Fund disclosed an unregistered sale of 376,795.093 Institutional Class Shares for $8.9 million to feeder vehicles, exempt under Section 4(a)(2) and Regulation S, increasing share count and diluting existing shareholders' ownership interests.
View raw filing on EDGAR →Goldman Sachs Private Credit Corp. completed an unregistered sale of approximately $84.2 million in Class I and Class S shares to accredited investors and non-U.S. persons, exempt under Section 4(a)(2), Regulation D, and/or Regulation S.
View raw filing on EDGAR →The filing discloses a $900 million private offering of senior secured notes by a subsidiary, with proceeds intended to fund the Klöckner Acquisition and refinance existing debt. While the notes are debt rather than equity, the offering is material and raises capital for a major acquisition. However, this is primarily a debt financing announcement in connection with M&A activity, which may be better classified as ma_activity given the central role of the Klöckner Acquisition in the disclosure.
View raw filing on EDGAR →Apollo Infrastructure Co LLC completed unregistered sales of equity securities totaling approximately $34.6 million across multiple share classes (Series I and Series II A-II, F-I, E, and I shares) to third-party investors under Section 4(a)(2) and Regulations D and S.
View raw filing on EDGAR →Assembly Biosciences completed a registered public offering of 3,358,602 shares of common stock at $26.50 per share, plus pre-funded warrants to purchase 415,000 additional shares, raising approximately $107.4 million in net proceeds. Underwriters exercised their 30-day option to purchase 566,040 additional shares in full, further diluting existing shareholders.
View raw filing on EDGAR →Shimmick Corporation entered into an Underwriting Agreement on May 22, 2026, for a public offering of 3,730,000 shares at $3.50 per share, with the underwriter exercising its option to purchase an additional 559,500 shares, resulting in total issuance of 4,289,500 shares and net proceeds of approximately $14.0 million. This is a material equity issuance that dilutes existing shareholders and represents a significant capital raise disclosed under Item 1.01.
View raw filing on EDGAR →Fortress Private Lending Fund sold 431,701 Class I common shares for $10.4 million in aggregate consideration to accredited investors pursuant to Section 4(a)(2) and Regulation D exemptions, diluting existing shareholders and raising capital.
View raw filing on EDGAR →The filing discloses Pre-Paid Purchase #3, a material transaction under Item 1.01 in which Future FinTech issued a Pre-Paid Instrument with a principal amount of $2,160,000 in exchange for $2,000,000 in cash proceeds. This represents a dilutive equity issuance under a pre-paid securities purchase agreement previously approved by shareholders. The transaction is part of a larger $10 million funding facility and involves the issuance of common stock, making it a material capital raise typical of dilutive issuances at smaller-cap companies.
View raw filing on EDGAR →Toppoint Holdings completed a private placement of 5,000,000 shares of common stock at $0.83 per share for aggregate gross proceeds of $4,150,000, structured as a Securities Purchase Agreement with accredited investors and offshore participants under Section 4(a)(2) and Regulation D Rule 506(b). This unregistered equity issuance materially dilutes existing shareholders.
View raw filing on EDGAR →BurTech completed an unregistered private placement of 252,000 units at $10.00 per unit for $2.52 million in gross proceeds, with 222,000 units sold to the Sponsor and 30,000 to third-party investors, pursuant to Section 4(a)(2) exemption and occurring simultaneously with the IPO.
View raw filing on EDGAR →LiqTech issued $1.1 million in promissory notes to affiliates of Bleichroeder L.P. and Laurence W. Lytton pursuant to a note purchase agreement. The unregistered debt issuance, structured with escalating interest rates (10% rising to 16%) and a short two-month maturity, signals distressed financing typical of small-cap companies under liquidity pressure.
View raw filing on EDGAR →Transocean completed an unregistered sale of equity securities, with charter amendments approved by shareholders to authorize issuance of up to 240.8 million shares and 100 million treasury shares, reflecting a material dilutive capital structure change.
View raw filing on EDGAR →Cartesian Therapeutics disclosed an unregistered sale of equity securities in the form of conversion shares underlying the Term Loans, to be issued in reliance on Section 4(a)(2) and Rule 506(b) of Regulation D. This convertible debt structure will materially affect shareholder equity and voting power.
View raw filing on EDGAR →The filing discloses an unregistered sale of 7,000 shares of Series C Convertible Preferred Stock for $6,990,000 completed on May 20, 2026, under Section 4(a)(2) and Regulation D Rule 506(b). The preferred shares are convertible into common stock, making this a dilutive equity issuance. The substantial purchase price and convertible nature of the securities indicate material capital raising activity typical of Item 3.02 disclosures.
View raw filing on EDGAR →Item 3.02 discloses an unregistered sale of 11,364 common shares of beneficial interest for approximately $0.3 million at $23.32 per share, exempt under Section 4(a)(2) and Regulation D Rule 506. This is a private placement of equity securities that dilutes existing shareholders and is material to investors assessing the fund's capital structure and share count.
View raw filing on EDGAR →Senti Biosciences issued $10.0 million in Senior Secured Convertible Notes to Celadon Partners SPV 24 on May 20, 2026, pursuant to a Securities Purchase Agreement. The convertible notes are dilutive securities that can convert to equity, materially affecting shareholder equity and voting power.
View raw filing on EDGAR →Lincoln International completed an initial public offering of 24,207,486 shares of Class A common stock at $20.00 per share, generating gross proceeds of $473.7 million, and issued approximately 81 million shares of Class B and Class C common stock to existing and controlling partners under Section 4(a)(2) exemption, materially diluting existing shareholders.
View raw filing on EDGAR →Nocera entered into an Equity Purchase Facility Agreement on May 22, 2026, granting an institutional investor the right to purchase up to $100 million in newly issued common stock over a 24 months, issued in reliance on Section 4(a)(2) of the Securities Act. The transaction is subject to a 19.99% Exchange Cap absent stockholder approval and represents a material capital-raising transaction that will significantly affect shareholder equity and voting power.
View raw filing on EDGAR →Rhinebeck Bancorp announced a public offering of 8,912,500 shares at $10.00 per share in connection with conversion from a mutual holding company to a fully stock holding company. This is a material dilutive equity issuance that would significantly affect shareholder ownership and the company's capital structure, warranting disclosure under Item 8.01.
View raw filing on EDGAR →Blue Owl Credit Income Corp. completed an unregistered private placement of 117,762 shares of Class I common stock to feeder vehicles on May 1, 2026, for approximately $1.08 million, exempt under Section 4(a)(2) and Regulation S.
View raw filing on EDGAR →Blue Owl Technology Income Corp. completed an unregistered sale of 255,168 shares of Class I common stock for approximately $2.51 million as of May 1, 2026, exempt under Section 4(a)(2) and Regulation S.
View raw filing on EDGAR →The filing discloses an unregistered sale of 382,995 common shares for $10,000,000 pursuant to Section 4(a)(2) and Regulation D/S under the Securities Act. This is a classic dilutive issuance of equity securities in a private placement, which materially affects existing shareholders' ownership percentages and is a significant capital-raising event for the fund.
View raw filing on EDGAR →Carlyle Private Equity Partners Fund completed an unregistered sale of limited partnership units totaling approximately $9.3 million across three classes (E-A, E-I, and C) on May 1, 2026, exempt under Section 4(a)(2) and Regulation D.
View raw filing on EDGAR →Golub Capital Private Income Fund S issued 11,570 common shares of beneficial interest as of May 1, 2026, pursuant to subscription agreements and exempt under Section 4(a)(2), Regulation D, and/or Regulation S, raising approximately $279,650 in consideration.
View raw filing on EDGAR →The Fund issued 87,386 common shares of beneficial interest for $2,116,500 as of May 1, 2026, pursuant to subscription agreements and exempt under Section 4(a)(2), Regulation D, and/or Regulation S.
View raw filing on EDGAR →Starfighters Space entered into a securities purchase agreement on May 22, 2026, to issue 5,223,879 shares of common stock in a private placement at $3.35 per share, generating approximately $17.5 million in gross proceeds under Section 4(a)(2) and Regulation D Rule 506(b) to accredited investors and qualified institutional buyers.
View raw filing on EDGAR →The Company entered into a $20 million term loan secured by gross proceeds from its at-the-market (ATM) equity offering program, with the lender granted power of attorney to execute equity sales upon default. This financing arrangement directly ties the Company's ability to raise equity capital to debt repayment and creates a dilutive equity issuance mechanism, with the lender able to force equity sales at specified pricing upon default.
View raw filing on EDGAR →The Company issued 3,277,438 shares of Class A common stock on May 22, 2026, in satisfaction of contingent consideration obligations under the Business Combination Agreement. This represents a dilutive issuance tied to a prior M&A transaction (the 2021 business combination with Legacy Navitas), with additional contingent shares (up to 10,000,000 total) potentially issuable if stock price targets are met before October 2026. The disclosure of actual share issuance and the magnitude of contingent consideration makes this material to investors assessing ownership dilution and future capital structure.
View raw filing on EDGAR →Anteris Technologies entered into a Sales Agreement with TD Cowen authorizing an "at the market" offering of up to $250 million in common stock. This is a dilutive equity issuance that would materially affect existing shareholders through potential dilution. The filing explicitly describes the offering structure, commission terms, and use of proceeds for product development, which are hallmarks of a material capital raise disclosed under Item 1.01.
View raw filing on EDGAR →Chase Issuance Trust entered into underwriting and terms agreements on May 21, 2026 for the issuance of $1.25 billion in Class A(2026-1) CHASEseries Notes, with closing expected May 28, 2026. While this is a debt issuance rather than equity, the structured finance nature (asset-backed securities backed by credit card receivables) and the material size ($1.25B) make this a significant capital-raising event. The filing discloses the underwriting agreement, tax opinion, and depositor certification typical of ABS offerings. This is classified as dilutive_issuance as the closest match, though it is technically a debt offering rather than equity; alternatively, this could be other_material as a significant structured finance transaction.
View raw filing on EDGAR →American Healthcare REIT closed a public offering of 14,000,000 shares of common stock on May 22, 2026, with an additional 2,100,000 shares available under an underwriter option. The filing discloses a forward sale agreement structure where shares were borrowed and sold to hedge the forward purchaser's obligations, with settlement expected by May 20, 2028. This is a material equity issuance that will dilute existing shareholders and raise capital for general corporate purposes and potential investments.
View raw filing on EDGAR →Akamai completed a $3.5 billion convertible note offering ($1.75 billion 2030 Notes and $1.75 billion 2032 Notes) in a private placement under Rule 144A and Section 4(a)(2), with conversion rates of 4.9650 and 5.2408 shares per $1,000 principal respectively, creating significant dilution potential for existing shareholders. The offering also included warrant transactions with additional dilutive effects if stock price exceeds strike prices.
View raw filing on EDGAR →SiTime completed a $1.35 billion registered public offering of 0% Convertible Senior Notes due 2031 with a conversion rate of 0.9611 shares per $1,000 principal amount. The convertible structure creates significant dilution potential to common shareholders upon conversion, and the proceeds are intended to fund the Renesas acquisition.
View raw filing on EDGAR →SunPower entered into a note purchase agreement on May 19, 2026 for issuance of 10.00% Convertible Senior Secured Notes due 2029, issued May 20, 2026. The Notes are convertible into Common Stock at an initial conversion price of approximately $1.64 per share (610.3143 shares per $1,000 principal), with a maximum conversion rate of 884.9557 shares per $1,000 principal following certain corporate events. Item 3.02 explicitly discloses unregistered sales of equity securities under Section 4(a)(2) of the Securities Act. This convertible debt issuance represents a dilutive capital raise with significant equity conversion potential.
View raw filing on EDGAR →Smart Powerr Corp. entered into a securities purchase agreement on May 19, 2026, to issue 4,500,000 shares of common stock at $0.45 per share in a registered direct offering, raising approximately $2 million in gross proceeds, with a provision for additional closings of up to 4,500,000 more shares at the Purchasers' option.
View raw filing on EDGAR →Ondas Inc. disclosed unregistered sales of equity securities exempt from registration under Regulation D, representing a material private placement that dilutes existing shareholders and affects the registrant's capital structure.
View raw filing on EDGAR →The filing discloses multiple closings of convertible promissory notes and warrants under a Note Purchase Agreement with White Lion Capital. The third closing on May 18, 2026 involved issuance of a $555,556 convertible note and warrants to purchase 888,509 shares of common stock. Combined with prior closings totaling approximately $1.6M in convertible notes and 2.6M+ warrant shares, this represents a material dilutive issuance of equity securities. Item 2.03 addresses the creation of direct financial obligations (the convertible notes), while the warrant issuances constitute dilutive equity instruments.
View raw filing on EDGAR →The filing discloses entry into an equity distribution agreement on May 22, 2026, authorizing the issuance and sale of up to $100 million in common units through Morgan Stanley as sales agent via at-the-market offerings. This is a classic dilutive equity issuance that would materially affect existing unitholders' ownership percentages and is a significant capital-raising event for the registrant.
View raw filing on EDGAR →Simultaneously with the IPO closing, Aperture AC completed a private placement of 311,000 units to the Sponsor and Underwriters at $10.00 per unit for $3.11 million, issued pursuant to Section 4(a)(2) exemption from registration.
View raw filing on EDGAR →LGL Group announced a rights offering to distribute transferable subscription rights to common stockholders, allowing them to purchase up to 6,540,435 shares of Common Stock at a fixed subscription price pursuant to a Form S-1 registration statement. This material dilutive equity issuance will increase share count and potentially dilute existing shareholders.
View raw filing on EDGAR →Classover Holdings entered into a ChEF Purchase Agreement with Chardan Capital Markets LLC providing the right to issue and sell up to $100 million in newly issued shares of Class B common stock at a 4.0% discount to volume-weighted average price, subject to Nasdaq Exchange Cap limitations (19.99% of outstanding shares) and beneficial ownership caps (4.99%-9.99%).
View raw filing on EDGAR →Akari Therapeutics entered into a securities purchase agreement on May 20, 2026 to sell 1,470,588 unregistered ADSs (or pre-funded warrants) plus multiple series of warrants in a private placement for approximately $5.5 million gross proceeds. This unregistered equity issuance under Section 4(a)(2) and Regulation D includes significant warrant coverage that will further dilute shareholders upon exercise.
View raw filing on EDGAR →The filing discloses a settlement agreement under which FOXO Technologies issued 400 shares of Series D Preferred Stock (convertible into Class A Common Stock) plus $175,000 in cash payments to J.H. Darbie & Co., Inc. Item 3.02 explicitly addresses "Unregistered Sales of Equity Securities" and notes the issuance was made under Section 4(a)(2) and Regulation D. The convertible preferred stock and potential conversion of unpaid cash balances into common stock at 90% of VWAP represent dilutive equity issuances typical of settlement arrangements at smaller issuers.
View raw filing on EDGAR →The filing discloses multiple material transactions on May 21, 2026: (1) issuance of convertible notes totaling $970,600 principal ($807,100 net proceeds) to CFI Capital and Monroe Street Capital with conversion rights at 80% of VWAP, reserving 2,206,434 shares; (2) a Services Agreement with Mammoth Crest Capital granting 4.5% equity stake plus $500,000 in cash fees; and (3) a Side Letter requiring shareholder approval for issuances exceeding the 19.99% Exchange Cap. These unregistered equity issuances under Section 4(a)(2) are highly dilutive and material to investors assessing ownership and capital structure.
View raw filing on EDGAR →The filing discloses issuance of 535,000,000 shares of common stock to officers, directors, and consultants pursuant to the 2026 Equity Incentive Plan and an effective Form S-8 registration statement. This represents a massive dilutive equity issuance that would materially affect shareholder ownership and is a strong signal of capital structure change typical of small-cap companies raising resources or compensating insiders.
View raw filing on EDGAR →Ares Real Estate Income Trust amended its subscription agreement with Apogee SPV, an affiliate of the Company's advisor, whereby Apogee will purchase an additional $100 million in Class B Common Shares, bringing the total commitment to $300 million. This unregistered equity issuance represents a material capital transaction affecting the Company's capitalization and ownership structure.
View raw filing on EDGAR →