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.
Joby Aviation filed a prospectus supplement on September 10, 2026, registering the resale of 2,419,801 shares of common stock issued to a selling stockholder as earnout consideration for achieving EBITDA milestones following the acquisition of Strata Critical Medical (f/k/a Blade Air Mobility). This represents a dilutive equity issuance tied to an acquisition earnout, which materially affects shareholder ownership and capital structure.
View raw filing on EDGAR →GPO Plus issued 4,000,000 shares of Series A-1 Preferred Stock to CEO Brett Pojunis in an unregistered private placement under Section 4(a)(2) of the Securities Act, convertible into 4,000,000 common shares on a one-for-one basis, creating substantial dilution potential.
View raw filing on EDGAR →GPO Plus issued Series D Preferred Shares and Warrants to SurgePays and Emerald Shoals as acquisition consideration and financing, pursuant to an unregistered private placement under Section 4(a)(2) and Regulation D Rule 506(b). A Certificate of Designation for the Series D Preferred Stock was filed on September 10, 2026, establishing the rights and preferences of the new equity class.
View raw filing on EDGAR →Amarc closed a fully subscribed private placement of 20,000,000 common shares at CAD$1.00 per share for CAD$20,000,000 in gross proceeds. This is an unregistered equity issuance (private placement) that dilutes existing shareholders. The press release explicitly states the securities "have not been registered under the U.S. Securities Act of 1933" and are subject to a four-month hold period, confirming the private placement structure. The materiality is evident from the substantial capital raise (CAD$20M) and the significant share count increase.
View raw filing on EDGAR →NeOnc Technologies entered into securities purchase agreements on September 8, 2026, for a registered direct offering of approximately 3.6 million shares of common stock (or pre-funded warrants) and accompanying warrants, raising approximately $15 million in gross proceeds. The offering was priced at-the-market under Nasdaq rules and includes pre-funded warrants exercisable at $0.0001 and regular warrants exercisable at $4.20, representing material dilution to existing shareholders.
View raw filing on EDGAR →D-Wave filed a prospectus supplement covering resale of 7,095,721 shares of common stock by the U.S. Department of Commerce. While technically a resale by a third party rather than a direct issuance by the company, this represents a material dilutive event to existing shareholders as it increases the float and supply of shares in the market. The large share count and SEC registration indicate materiality to investors.
View raw filing on EDGAR →The exhibit announces completion of a capital increase approved by the Extraordinary General Assembly on August 14, 2026, resulting in issuance of new shares and receipt of TRY 9.3 billion in proceeds. The nominal share capital increased from prior levels to TRY 86,653,816.80 divided into 433,269,084 shares, representing a material dilutive equity issuance that would affect a reasonable investor's assessment of ownership and capitalization.
View raw filing on EDGAR →Enbridge announced a bought-deal offering of 38.9 million common shares for CDN$2.6 billion gross proceeds (CDN$66.85 per share), with an over-allotment option that could increase proceeds to CDN$3.0 billion. This is a material equity issuance that will dilute existing shareholders. The company intends to use net proceeds to fund announced acquisitions and create financial flexibility, which is typical capital-raising activity disclosed under Item 7.01 (Regulation FD Disclosure).
View raw filing on EDGAR →VSee Health entered into a Strata Purchase Agreement with Clearthink Capital Partners on September 2, 2026, committing up to $5.0 million for the purchase of common stock at the Company's direction over a 36-month period. The Company issued 40,000 commitment fee shares immediately upon execution. This is a classic at-the-market (ATM) or equity line of credit arrangement—a dilutive issuance of unregistered equity securities under Section 4(a)(2) and Regulation D, disclosed under Items 1.01 and 3.02. The filing explicitly states the shares are unregistered and issued in reliance on Section 4(a)(2), and the agreement allows the Company to direct purchases at 85% of the lowest closing price over the preceding ten trading days, creating significant dilution potential for existing shareholders.
View raw filing on EDGAR →In connection with the merger and concurrent private placement, the company issued Common Stock to Private Blue Laser Fusion stockholders and issued Common Stock and Placement Agent Warrants in a private offering raising $25.0 million, relying on Section 4(a)(2) exemptions for unregistered equity sales.
View raw filing on EDGAR →Seagate issued 1,647,862 ordinary shares on September 8, 2026, to settle exchanges of approximately $150.51 million principal amount of exchangeable notes. The shares were issued in reliance on Section 3(a)(9) of the Securities Act of 1933, representing a material dilutive equity issuance affecting shareholder ownership.
View raw filing on EDGAR →Hagerty announced a secondary public offering of 8,250,000 shares of Class A Common Stock by Hagerty Holding Corp. (the Selling Stockholder), with an additional 30-day option for underwriters to purchase up to 1,237,500 shares. While technically a secondary offering (not directly dilutive to the company's capital structure since Hagerty receives no proceeds), this represents a substantial equity issuance that increases the public float and dilutes existing shareholders' ownership percentages. The materiality and scale of the offering (approximately 8.25 million shares plus option) makes this a material capital event that would affect investor assessment of ownership and voting power.
View raw filing on EDGAR →This press release announces the closing of a private placement of 20,000,000 Class B ordinary shares at US$0.40 per share for US$8.0 million in gross proceeds. The shares were issued in reliance on Regulation S and Section 4(a)(2) exemptions from Securities Act registration, making this an unregistered equity issuance. The placement materially increases the outstanding share count from 8.5 million to 28.5 million Class B shares (a 235% increase), which is dilutive to existing shareholders and material to investor assessment.
View raw filing on EDGAR →The filing announces a 1-for-20 reverse share split, consolidating 37,938,036 shares into 1,896,902 shares effective September 14, 2026. While reverse splits are typically governance/administrative actions, this one is material to investors as it signals potential delisting risk or financial distress (reverse splits are often undertaken to maintain minimum share price requirements for exchange listing). However, the event does not cleanly fit the taxonomy: it is not a dilutive issuance (which involves new equity), nor is it clearly delisting_risk (no explicit delisting notice), nor governance_other (no board/leadership change). The reverse split itself is a capital restructuring with material implications for share value and listing status, but the taxonomy lacks a precise category for this type of corporate action.
View raw filing on EDGAR →AIFU entered into a share subscription agreement on September 9, 2026, to issue 10,000,000 Class B ordinary shares to Expansion Group Ltd. at US$0.002 per share (par value). Following the issuance, Expansion will hold 63.37% of total ordinary shares and 99.43% of aggregate voting power, representing a highly dilutive transaction that materially concentrates control. This is a private placement of equity securities that would materially affect a reasonable investor's assessment of ownership structure and voting control.
View raw filing on EDGAR →Safe Bulkers announced the completion and pricing of a private placement of 12,000,000 new shares of common stock at €6.70 per share, raising €80,400,000 in gross proceeds. This is an unregistered equity issuance to selected investors conducted via accelerated bookbuilding, which is a classic dilutive capital raise. The announcement explicitly states the shares are not registered under the U.S. Securities Act and are being offered pursuant to Regulation S exemptions, confirming this is a private placement. The material size (12 million shares) and capital raised make this material to investors assessing the registrant's capital structure and ownership dilution.
View raw filing on EDGAR →The filing discloses entry into a Securities Purchase Agreement on August 27, 2026, whereby accredited investors purchased 3,579 shares of Series C convertible preferred stock convertible into common stock for $2.825 million. This is a private placement of convertible securities—a dilutive issuance. The September 8 Consent Agreement amendment relates to the Company's maintenance of a stock repurchase plan, which is ancillary to the primary capital-raising event. The convertible preferred structure and private placement nature are hallmarks of dilutive equity issuances at smaller public companies.
View raw filing on EDGAR →Glucotrack issued shares of common stock issuable upon conversion of the convertible promissory note in an unregistered private placement under Section 4(a)(2) of the Securities Act. The conversion feature embedded in the debt instrument creates a dilutive equity issuance structure typical of convertible debt financing.
View raw filing on EDGAR →PAVmed entered into an at-the-market (ATM) sales agreement with A.G.P./Alliance Global Partners on September 9, 2026, authorizing the sale of up to $9.4 million in common stock shares. This is a classic dilutive equity issuance disclosed under Item 1.01, structured as an ATM offering under Rule 415 of the Securities Act. The filing explicitly describes the offering mechanics, commission structure (3.0%), and use of proceeds for working capital and general corporate purposes, all hallmarks of a material equity capital raise.
View raw filing on EDGAR →The filing discloses a private placement of 20,338,974 shares of common stock for approximately $24.0 million in gross proceeds under Item 1.01 (Entry into a Material Definitive Agreement) and Item 3.02 (Unregistered Sales of Equity Securities). The shares are unregistered and sold pursuant to Section 4(a)(2) of the Securities Act, a classic private placement structure. This represents a dilutive equity issuance material to investors assessing ownership and capital structure.
View raw filing on EDGAR →Lexaria entered into inducement agreements whereby warrant holders exercised existing warrants at a reduced price and received new unregistered Series A and Series B warrants as consideration, raising approximately $5.9 million in gross proceeds. The new warrants, issued pursuant to Section 4(a)(2) and Rule 506 exemptions, are unregistered equity securities that create material dilution to existing shareholders.
View raw filing on EDGAR →Chilean Cobalt issued 750,000 unregistered shares of common stock at $2.00 per share ($1.5 million total) to Madesal SpA, the controlling shareholder of NeoRe and a major shareholder of Chilean Cobalt, pursuant to Section 4(a)(2) and Regulation D Rule 506 private placement exemptions.
View raw filing on EDGAR →The filing discloses an unregistered private placement of 265,205 shares of Series A Convertible Preferred Stock under Regulation D Rule 506(b), generating $2.616 million in gross proceeds during September 1-8, 2026. This is a classic dilutive equity issuance to accredited investors exempt from registration, with material capital raised and significant dilution to existing shareholders (13.3 million shares outstanding as of the filing date).
View raw filing on EDGAR →Vivakor converted $15,647.05 of Lender Notes into 40,116 shares and $250,000 of the J.J. Astor Second Note into 643,555 shares, both as unregistered Section 4(a)(2) transactions with accredited investors, materially diluting the share count and ownership structure.
View raw filing on EDGAR →Star Bulk Carriers announces an offering price range for up to 4,400,000 new common shares to be offered in Greece at €23.00–€25.50 per share. This is a dilutive equity issuance—an unregistered sale of common shares to non-U.S. persons outside the United States under Regulation S. The offering is material because it represents a significant increase in share count and capital raise for the company.
View raw filing on EDGAR →QUALCOMM issued a warrant to Amazon.com NV Investment Holdings LLC to acquire up to 25 million shares of common stock at $161.26 per share, with 3.75 million shares vesting upon issuance based on initial purchase commitments and additional tranches tied to up to $60 billion in Amazon purchases. The warrant was issued in reliance on Section 4(a)(2) of the Securities Act (private placement exemption), representing a dilutive equity issuance tied to a strategic commercial arrangement. This is a material capital event affecting shareholder equity and voting power.
View raw filing on EDGAR →Viper Energy issued 3,815,459 shares of Class B common stock and equivalent LLC membership interests to Diamondback Energy as consideration for acquiring mineral and royalty interests in the "2026 Drop Down" transaction. The issuance was made in reliance on Section 4(a)(2) of the Securities Act, indicating an unregistered private placement. This is a material dilutive equity issuance in connection with an acquisition, affecting shareholder ownership and voting power.
View raw filing on EDGAR →PDS Biotechnology entered into a Securities Purchase Agreement for an unregistered private placement (PIPE) raising up to $22.55 million through the issuance of common stock, pre-funded warrants, and common warrants to accredited investors led by Nant Capital. The Initial Closing involves approximately $11.55 million in gross proceeds with ~20.9 million common shares and ~20 million pre-funded warrants, with a contingent Milestone Closing of up to $11 million more, subject to Section 4(a)(2) and Regulation D exemptions.
View raw filing on EDGAR →RTB Digital conducted a private placement of 456,306 shares of common stock for $5,078,720 gross proceeds under Regulation 506(b) to 12 investors, including affiliates of founders and principal stockholders, with registration rights and restricted stock status.
View raw filing on EDGAR →Fold Holdings entered into a Common Stock Purchase Agreement with Roth Principal Investments granting the right to sell up to $25,000,000 of newly issued common stock over 36 months at a 3.0–5.0% discount to VWAP, with an Exchange Cap of 10,942,804 shares (19.99% of outstanding). The Company also completed an unregistered sale of common stock to Roth Principal Investments under Section 4(a)(2) and Regulation D Rule 506(b), representing a material dilutive equity issuance.
View raw filing on EDGAR →HarbourVest Private Equity Secondaries Fund sold 189,000 unregistered Class I limited partnership units for $1.9 million on August 3, 2026, to accredited investors and qualified purchasers as part of a continuous private offering exempt from registration under Section 4(a)(2) and Regulation D.
View raw filing on EDGAR →HarbourVest Private Equity Secondaries Fund L.P. sold 250,017 unregistered Class I limited partnership units for $2.98 million on August 3, 2026, to accredited investors and qualified purchasers under Section 4(a)(2) and Regulation D exemptions.
View raw filing on EDGAR →The filing discloses multiple unregistered private placements of equity securities totaling approximately $2.87 million across Class A-I, Class A-II, and Class E common stock issued to accredited investors and independent directors pursuant to Section 4(a)(2) and Regulation D Rule 506(c). These are classic dilutive issuances that increase share count and dilute existing shareholders, with the largest tranches (Class A-II shares totaling ~$2.86 million) issued to accredited investors in private placements exempt from registration.
View raw filing on EDGAR →As part of the Omega Foundation Services acquisition, Solaris Energy Infrastructure issued approximately 3.6 million Class A shares as consideration, completed under Section 4(a)(2) exemption from registration.
View raw filing on EDGAR →The filing discloses an unregistered sale of 1,067,178 common shares for approximately $22.29 million under Section 4(a)(2) and Regulation D Rule 506. This is a classic dilutive private placement of equity securities exempt from registration, which is material to investors as it increases share count and dilutes existing shareholders' ownership interests.
View raw filing on EDGAR →Goldman Sachs Real Estate Finance Trust Inc sold 189,583 Class I shares and 147,694 Class S shares in a private offering for approximately $8.46 million, relying on Section 4(a)(2) and Regulation D exemptions from Securities Act registration.
View raw filing on EDGAR →DCG International Investments Ltd. acquired approximately $100 million in shares of the Zcash ETF through an Authorized Participant in exchange for 85,705.32563297 ZEC tokens. This represents a significant capital raise for the fund and constitutes an issuance of new shares to a major investor (an affiliate of the fund's sponsor). While the shares have no preference features and are economically identical to other shares, the transaction is material to investors as it represents substantial new capital inflow and potential dilution to existing shareholders, particularly given that DCG is an affiliate of the sponsor.
View raw filing on EDGAR →The 6-K discloses the issuance of a $933,333 senior convertible promissory note (the "Second Additional Note") on September 8, 2026, convertible into ADSs representing Class A ordinary shares. This is part of a larger securities purchase agreement for up to $30 million in convertible notes. The issuance of convertible debt that dilutes existing shareholders through conversion rights is a classic dilutive issuance under Section 3.02 of the 8-K taxonomy, and the cumulative principal amount issued ($5.063 million to date) is material to a reasonable investor assessing the registrant's capital structure and shareholder dilution.
View raw filing on EDGAR →The 6-K announces completion of a private placement of 23,000,000 new ordinary shares to three named subscribers (Wang Tingfeng, Wong Sio Chan, and Zhao Jin Hua) at KRW 1,600 per share, raising approximately HKD 194.7 million. This is an unregistered equity issuance that increases share count from 12,582,732 to 35,582,732 shares (183% dilution), materially affecting existing shareholders' ownership and voting power. The proceeds are designated for working capital, and the shares are subject to a one-year lock-up.
View raw filing on EDGAR →Safe Bulkers announced a contemplated private placement of approximately 12,000,000 new shares of common stock to institutional investors outside the United States under Regulation S. The announcement explicitly states the offering is unregistered and will be conducted via accelerated bookbuilding. This is a classic dilutive equity issuance that would materially affect existing shareholders' ownership percentages and is a material capital-raising event for the company.
View raw filing on EDGAR →Genmab announces a capital increase of 28,011 shares resulting from employee warrant exercises, with proceeds of approximately DKK 44.3 million. Although the increase represents only ~0.04% of share capital, employee warrant exercises constitute a dilutive issuance of equity securities. The disclosure of specific exercise prices (ranging from DKK 1,334.50 to DKK 1,948.00) and the cash proceeds confirm this is a material equity event that would affect shareholder ownership percentages and warrant holders' compensation arrangements.
View raw filing on EDGAR →The Company completed issuance of 8,400,000 fully paid ordinary shares to MST Financial Services Pty Ltd and sub-underwriters pursuant to an underwriting agreement related to exercise of ATHO class options. This represents a dilutive equity issuance. The cleansing notice under section 708A(5)(e) of the Corporations Act confirms the shares were issued without disclosure to investors under Part 6D.2, which is a hallmark of unregistered or exempt equity offerings. The material scale (8.4 million shares) and capital-raising context make this material to investors.
View raw filing on EDGAR →The filing discloses an at-the-market (ATM) offering program under which Aqua Metals may sell shares of common stock. Although the Item 8.01 disclosure focuses on the administrative assignment of the Sales Agreement from Benchmark to StoneX Financial Inc., the underlying ATM arrangement itself is a dilutive equity issuance mechanism that would materially affect shareholders through potential dilution. ATM offerings are typically classified as dilutive issuances under Item 3.02, and this disclosure confirms the active program remains in place.
View raw filing on EDGAR →Greenwave entered into a Preferred Stock Purchase Agreement on September 7, 2026, for a private placement of 3,750 shares of Series B Convertible Preferred Stock convertible into approximately 715,649 shares of common stock at $5.24 per share, raising approximately $3.75 million. The transaction is exempt from registration under Section 4(a)(2) and Rule 506 of Regulation D, and Item 3.02 explicitly incorporates the transaction as an unregistered sale of equity securities. This is a classic dilutive private placement raising capital through convertible preferred stock.
View raw filing on EDGAR →The exhibit discloses a completed US$4.0 million private placement of common equity at US$1.00 per share (4,000,000 ordinary shares), representing approximately 160% above the closing price on August 19, 2026. This is a material unregistered equity issuance that increases share count and dilution to existing shareholders. The company explicitly frames this as part of a "capital discipline plan" designed to "limit potential dilution and securities overhang," acknowledging the dilutive nature of the transaction.
View raw filing on EDGAR →The filing discloses multiple unregistered equity issuances under Item 3.02: (1) 500,000 shares to Silverback Capital Corporation for ~$51,250; (2) 64,000 restricted commitment shares to convertible note investors Monroe Street Capital and Lambda Ventures. These are private placements exempt from registration under Section 4(a)(2) and Regulation D. The convertible notes themselves (Item 1.01) create additional dilution risk through conversion rights at 75% of lowest traded price. Combined with the company's apparent financial stress (facility closure, lease default, operational consolidation), this equity raise signals capital constraints typical of distressed small-cap issuers.
View raw filing on EDGAR →GoPro issued conversion shares to Yorkville under an unregistered private placement pursuant to Section 4(a)(2) of the Securities Act, with the investor representing accredited investor status and investment intent.
View raw filing on EDGAR →Wheeler Real Estate Investment Trust issued an aggregate of 841,628 shares of common stock in unregistered exchanges with existing preferred stockholders on September 2-3, 2026. The issuance was conducted under Section 3(a)(9) of the Securities Act (exemption for exchanges with existing security holders) and resulted in no cash proceeds to the company. This represents a material dilutive equity issuance to existing investors, characteristic of a dilutive_issuance event, and would materially affect a reasonable investor's assessment of share ownership and capital structure.
View raw filing on EDGAR →The filing discloses an unregistered sale of equity securities under Item 3.02, specifically the issuance of 1,254,839 Class S-PR shares and 1,206,139 Class I-PR shares for aggregate gross proceeds of approximately $20.4 million pursuant to Regulation D. This is a classic dilutive issuance of unregistered equity that would materially affect a reasonable investor's assessment of share dilution and capital structure.
View raw filing on EDGAR →The Company exercised 279,330 warrants at $13.32 per share, generating $3.7 million in gross proceeds and resulting in the issuance of new common shares. This represents approximately 28% dilution to the pre-exercise share count, materially affecting the registrant's capital structure and ownership dilution.
View raw filing on EDGAR →