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.
ADI issued 150,000 shares of Series A Cumulative Convertible Participating Preferred Stock to Resideo on August 3, 2026, in an unregistered transaction relying on Section 4(a)(2) of the Securities Act as part of the spin-off separation transaction.
View raw filing on EDGAR →Hub Cyber Security Ltd. entered into a Securities Purchase Agreement dated July 20, 2026, to issue up to 40 million ordinary shares and pre-funded warrants to acquire purchase rights on Evofem Biosciences common stock. The transaction includes issuance of pre-funded warrants exercisable for 9.5 million ordinary shares at a nominal $0.001 per share, with a 4.99% beneficial ownership limitation to manage dilution.
View raw filing on EDGAR →Columbus Acquisition Corp disclosed unregistered sales of equity securities in connection with a proposed Business Combination, including Conversion Units and Conversion Shares issuable upon conversion of the Sponsor Extension Notes and Target Extension Notes, materially affecting existing shareholders' ownership stakes.
View raw filing on EDGAR →60 Degrees Pharmaceuticals entered into a Securities Purchase Agreement on July 30, 2026, to issue approximately 574,713 shares of common stock (or pre-funded warrants), series A warrants, and series B warrants in a private placement for approximately $1.0 million in gross proceeds. The unregistered securities were issued under Section 4(a)(2) of the Securities Act and Regulation D, with a registration rights agreement requiring a resale registration statement, and proceeds are intended for working capital and general corporate purposes.
View raw filing on EDGAR →Future FinTech Group Inc. entered into Securities Purchase Agreements on July 30, 2026, to issue 30,000,000 shares of common stock at $1.00 per share for $30,000,000 in aggregate gross proceeds in an unregistered private placement relying on Section 4(a)(2) and Regulation D exemptions. The issuance represents approximately 48% dilution to post-issuance outstanding shares and increases the controlling shareholder's affiliate stake from 27.0% to 32.9%, constituting a material capital-raising event with significant ownership dilution.
View raw filing on EDGAR →Fusemachines announced a $2.5 million convertible note investment from Meteora Capital with a fixed $4.20 conversion price, combined with 2.05 million warrants at the same exercise price, potentially generating up to $10.66 million in total capital. The press release explicitly notes the potential dilution to existing stockholders from conversion and warrant exercise, and the financing structure—convertible debt plus warrants—is characteristic of dilutive equity issuances. While the Item 7.01 disclosure is furnished (not filed), the underlying transaction involves creation of convertible securities and warrants that will dilute existing shareholders upon conversion and exercise.
View raw filing on EDGAR →The filing discloses a private placement of 61.1 million shares of common stock and 61.1 million warrants at $0.05 per share for gross proceeds of $3.055 million, conducted pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D—a classic unregistered equity issuance. Item 3.02 explicitly confirms this as an "Unregistered Sale of Equity Securities." The substantial share count and warrant component represent significant dilution to existing shareholders.
View raw filing on EDGAR →The filing discloses multiple unregistered equity issuances in July 2026, including 700,000 shares to Streeterville (via Note Exchange), 386,145 shares to Horberg (via Series E Exchange), and conversions by 1800 Diagonal Lending totaling 610,042 shares, plus a 1,000,000 share issuance to Silverback Capital. These transactions under Item 3.02 represent substantial dilutive equity issuances exempt from registration under Section 4(a)(2) and Regulation D, typical of a small-cap company raising capital through private placements and debt conversions.
View raw filing on EDGAR →Oncotelic Therapeutics entered into a Securities Purchase Agreement with Pacific Pier Capital II, LP on August 3, 2026, issuing a convertible promissory note of $178,410 principal amount convertible into common stock at $0.06 per share, plus 500,000 commitment shares. This unregistered private placement combines convertible debt and equity commitment shares that will dilute existing shareholders upon conversion and exercise.
View raw filing on EDGAR →The filing discloses entry into subscription agreements on July 31, 2026, whereby the Company will issue 800,000 Class A ordinary shares to three accredited investors at $10.00 per share for $8 million in aggregate gross proceeds, contingent upon consummation of the Merger with Goodvision. The shares are offered in reliance on Section 4(a)(2) and Regulation D exemptions, constituting an unregistered private placement. This is a material dilutive equity issuance in connection with a SPAC business combination.
View raw filing on EDGAR →NextTrip entered into a Securities Purchase Agreement on July 31, 2026, to issue 89,430 shares of common stock to settle $144,876.71 in unpaid board compensation owed to five directors (four former, one current). Item 3.02 explicitly discloses this as an unregistered sale of equity securities under Section 4(a)(2) and Regulation D Rule 506. The issuance converts debt to equity at $1.62 per share, representing a dilutive capital transaction typical of small-cap companies raising cash or settling obligations through equity.
View raw filing on EDGAR →Camp4 Therapeutics completed the second closing of a private placement on August 3, 2026, issuing 10,756,498 shares at $1.53 per share, 39,306 insider shares at $1.65 per share, and 21,925,368 pre-funded warrants at $1.5299 per warrant, generating approximately $50.1 million in gross proceeds. The securities were sold under Section 4(a)(2) exemption without registration under the Securities Act of 1933, resulting in material dilution to existing shareholders.
View raw filing on EDGAR →The 6-K discloses an erroneous filing of a prospectus supplement for an at-the-market offering of up to $5,058,329 of ordinary shares under a Form F-3 registration statement. Although the Company states the offering is not proceeding and no agreement was entered into, the disclosure of the attempted dilutive issuance and the correction of the erroneous filing is material to investors assessing the Company's capital-raising activities and equity structure. The materiality is supported by the substantial offering size and the need for investors to understand that the offering was filed in error and should be disregarded.
View raw filing on EDGAR →The filing discloses conversion of convertible promissory notes into common stock: 139,513 shares from the first note conversion and 1,160,000 shares from J.J. Astor conversions, totaling approximately 1.3 million shares issued without registration under Section 4(a)(2). This represents a material dilutive issuance of equity securities to accredited investors, which is the core substance of Item 3.02 disclosures and would significantly affect shareholder ownership percentages.
View raw filing on EDGAR →The filing discloses an unregistered private offering of Class E and Class FA common stock under Rule 506(c) of Regulation D, with approximately 241,200 shares issued for aggregate proceeds of $6,020,452 during the January–July 2026 period. This is a classic dilutive equity issuance exempt from registration, directly matching Item 3.02 disclosure requirements and the dilutive_issuance event type.
View raw filing on EDGAR →Southern Company announced offerings of $650 million and $1.5 billion in convertible senior notes in private placements to qualified institutional buyers under Rule 144A. While these are debt instruments, convertible notes carry inherent dilution risk to common shareholders upon conversion. The filing explicitly discloses conversion mechanics and the potential for share issuance "at Southern Company's election" upon conversion, making this a dilutive capital raise. The company also intends to repurchase existing convertible notes with proceeds, signaling refinancing activity typical of dilutive issuances.
View raw filing on EDGAR →Reformation Inc. completed its initial public offering on July 31, 2026, issuing 14,062,500 shares at $15.00 per share and raising approximately $210.9 million in gross proceeds, marking the company's transition to public markets.
View raw filing on EDGAR →Nuwellis completed a registered direct offering on August 3, 2026, issuing 1,310,890 shares of common stock at $2.59 per share, generating approximately $3.4 million in gross proceeds, with concurrent private placement of warrants to purchase an equal number of shares at the same exercise price. The offering materially dilutes existing shareholders and increases the company's share count and capital structure.
View raw filing on EDGAR →The Company entered into consultancy service agreements on August 3, 2026, pursuant to which it agreed to issue 250,000 Class A ordinary shares to each of two unaffiliated third parties (500,000 shares total) as consideration for strategic advisory and consulting services. The shares are being issued as restricted securities under Regulation S, representing a dilutive equity issuance to raise advisory services rather than cash. This is a material capital event affecting shareholder equity and voting power.
View raw filing on EDGAR →As part of the Perceptive financing transaction, Autolus issued unregistered warrants to Perceptive, representing a dilutive equity component of the overall capital-raising activity.
View raw filing on EDGAR →IQM issued 183,619 new shares through exercise of employee stock options under ESOP 1, increasing total shares outstanding from approximately 263.04 million to 263.22 million. While the absolute dilution is modest (~0.07%), the disclosure of new equity issuance and the resulting change in voting rights and share count is material to investors assessing ownership and capital structure, particularly in the context of the recent business combination completion on 1 July 2026.
View raw filing on EDGAR →Warburg Pincus Access Fund sold unregistered limited partnership units totaling $16,003,859 in aggregate consideration on July 1, 2026, as part of a continuous private offering exempt under Section 4(a)(2) and Regulation D, materially affecting the Fund's capital structure and existing unitholders' ownership percentages.
View raw filing on EDGAR →PIMCO Asset-Based Lending Co LLC completed an unregistered sale of LLC interests totaling approximately $52.5 million across multiple share classes to third-party investors on July 1, 2026, exempt under Section 4(a)(2) and Regulations D and S. This dilutive issuance materially affects existing shareholders' ownership percentages.
View raw filing on EDGAR →The Company filed a prospectus supplement on August 3, 2026 under its at-the-market (ATM) offering program with Cantor Fitzgerald, authorizing the offer and sale of up to $200,000,000 of common stock. This is a dilutive equity issuance under an ATM facility, which is material to investors as it signals potential capital raising and shareholder dilution. The filing of the prospectus supplement activates the offering authority and represents a material capital markets event.
View raw filing on EDGAR →Obsidian Therapeutics completed an unregistered private placement of $350 million in equity securities concurrent with the merger closing, with investors including Balyasny Asset Management, Caligan Partners, and Eventide Asset Management acquiring approximately 47.2% of the combined company's outstanding common stock.
View raw filing on EDGAR →Jersey Mike's completed an IPO on July 31, 2026, issuing 43,478,261 shares of Class A Common Stock at $21.85 per share, raising approximately $950 million gross, with $301 million of net proceeds used to retire debt.
View raw filing on EDGAR →Park Ha Biological Technology entered into a securities purchase agreement on August 3, 2026, to issue 10,000,000 Class A ordinary shares plus warrants to purchase 2,000,000 additional shares to non-U.S. investors for approximately US$1.8 million in gross proceeds. The securities were offered and sold in offshore transactions in reliance on Regulation S, a classic private placement structure. This is a dilutive equity issuance that raises capital and increases share count materially.
View raw filing on EDGAR →This is an ASX application for quotation of 408,839,531 ordinary fully paid shares issued on 3 August 2026 as Tranche 1 of an Australian placement at AUD 0.015 per share. The document references a prior Appendix 3B announcement dated 24 July 2026 describing a "Proposed issue of securities" placement. This represents a material dilutive equity issuance raising approximately AUD 6.1 million, with additional tranches and warrants yet to be issued to complete the transaction, typical of a capital raise by a smaller biotech company.
View raw filing on EDGAR →La Rosa entered into a Securities Purchase Agreement on July 31, 2026, to issue 150 shares of Series E Convertible Preferred Stock at $1,000 per share for $150,000 in gross proceeds. This private placement of convertible preferred equity securities to an institutional investor is dilutive to existing shareholders.
View raw filing on EDGAR →Bluerock Acquisition Corp. disclosed unregistered sales of equity securities in connection with PIPE Investments, with $30 million of committed PIPE financing from institutional investors relying on Section 4(a)(2) and Regulation D exemptions as part of the merger transaction.
View raw filing on EDGAR →The filing discloses a reverse stock split (1-for-8) approved by shareholders and the Board, effective August 6, 2026. More significantly, it reveals concurrent dilutive issuances: a private placement of 10,000,000 Class A shares closed on August 3, 2026, and 2,400,000 Class A shares issued under the 2026 Share Incentive Plan (Form S-8 filed same date), plus up to 2,000,000 additional shares upon warrant exercise. These equity issuances, particularly the private placement and warrant dilution, are material capital events that would affect investor assessment of ownership and voting power.
View raw filing on EDGAR →U Power Limited entered into subscription agreements on August 3, 2026, to issue 9,756,100 Class A ordinary shares at $1.64 per share for aggregate proceeds of $16.0 million to four non-U.S. purchasers under Regulation S. This is an unregistered private placement of equity securities that dilutes existing shareholders and raises material capital for the company's hydrogen energy and data center initiatives in Thailand.
View raw filing on EDGAR →Churchill Capital Corp XIII completed a private placement of 350,000 units to the Sponsor at $10.00 per unit ($3.5 million gross proceeds) pursuant to Section 4(a)(2) exemption from registration, concurrent with the IPO closing.
View raw filing on EDGAR →The press release announces a private placement of 1,750,000 ADSs at $2.00 per ADS with accompanying Series E and Series F warrants, generating $3.5 million upfront with up to $7 million in potential additional proceeds. This is an unregistered equity issuance under Section 4(a)(2) and Regulation D, which is dilutive to existing shareholders and material to investor assessment of capital structure and ownership.
View raw filing on EDGAR →NewcelX disclosed entry into definitive securities purchase agreements on July 31, 2026, for a private placement of 347,134 common shares and common warrants at $4.033 per share, expected to raise $1.4 million in gross proceeds with potential additional $1.5 million from warrant exercise. The securities are being offered under Section 4(a)(2) and Regulation D Rule 506(b) exemptions to accredited investors, and the company committed to file a registration statement for resale within 45 days. This is a classic dilutive equity issuance material to investors assessing ownership and capital structure.
View raw filing on EDGAR →Alzamend Neuro entered into a Securities Purchase Agreement with Ault Lending to sell up to $25 million in Series D convertible preferred stock ($7.5 million closed initially) under Section 4(a)(2) exemption. The preferred shares are convertible into common stock at a conversion price subject to downward adjustment with anti-dilution provisions, resulting in substantial common stock dilution upon conversion, particularly given the 80% lookback conversion pricing mechanism.
View raw filing on EDGAR →The filing discloses a strategic equity investment by the U.S. Department of War of approximately US$35.6 million in Trilogy Metals, with a letter of intent signed in October 2025 remaining in effect. The press release explicitly includes a "U.S. Securities Act Disclaimer" stating the securities "have not been registered under the Securities Act of 1933" and are being offered in a transaction "not involving a public offering," which is characteristic of a private placement or unregistered equity issuance. This represents a material dilutive capital raise that would affect investor assessment of ownership and capitalization.
View raw filing on EDGAR →GameStop entered into privately negotiated exchange agreements to exchange approximately $1.4 billion in aggregate principal amount of convertible senior notes (2030 and 2032 Notes) for shares of Class A common stock in an unregistered private placement to accredited investors and qualified institutional buyers. The company will receive no cash proceeds, and the transaction materially dilutes existing shareholders' ownership percentages through the issuance of an unspecified number of shares.
View raw filing on EDGAR →Moleculin Biotech entered into a placement agency agreement with Roth Capital Partners for a public offering of 12.4 million shares of common stock (or pre-funded warrants) and 37.1 million common stock purchase warrants at $0.75 per share, raising approximately $9.3 million gross proceeds. This is a dilutive equity issuance that materially increases the share count and dilutes existing shareholders, with the company restricting future issuances for 45–180 days post-closing and insiders subject to 60-day lock-ups.
View raw filing on EDGAR →The filing discloses a non-brokered private placement of 33.4 million Series A-2 Preferred Shares, comprised of 20.8 million shares issued for US$5.2 million in new cash and 12.6 million shares issued in exchange for cancellation of Series A-1 shares. The unregistered securities were issued pursuant to exemptions from Securities Act registration requirements (Item 3.02), and the company has raised approximately US$14.5 million in aggregate gross proceeds across all closings. This is a classic dilutive equity issuance to raise capital.
View raw filing on EDGAR →The filing discloses an unregistered private placement of 5,474,053 shares of common stock to OPKO Health at $0.9134 per share for $5.0 million gross proceeds, exempt under Section 4(a)(2) and Regulation D. This is a classic dilutive equity issuance that would materially affect a reasonable investor's assessment of ownership dilution and capital structure, particularly given the significant share count increase and the involvement of a related party (Dr. Phillip Frost, who is co-founder and principal stockholder of Cocrystal).
View raw filing on EDGAR →The filing discloses a warrant inducement transaction in which Cycurion issued 5,012,159 unregistered New Warrants (representing 150% of exercised Existing Warrants) in a private placement to an accredited investor in exchange for the immediate exercise of existing warrants for $4.5 million in gross proceeds. This is a classic dilutive equity issuance under Item 1.01 and Item 3.02, involving unregistered securities sold in reliance on Section 4(a)(2) and Regulation D, which materially increases shareholder dilution.
View raw filing on EDGAR →The filing discloses recent sales of common stock under a previously disclosed at-the-market (ATM) offering, which triggered a downward adjustment of the exercise price of outstanding Series B Warrants from an unstated prior level to $1.2202. ATM offerings are a form of dilutive equity issuance commonly disclosed under Item 3.02, and the warrant repricing mechanism indicates material dilution to existing security holders. While the disclosure is brief and filed under Item 8.01, the substance is a dilutive equity capital raise.
View raw filing on EDGAR →The filing discloses an unregistered sale of equity securities under Item 3.02, specifically a private placement of preferred stock to accredited investors pursuant to Rule 506(b) of Regulation D. During the period July 15–August 2, 2026, the Company issued 175,129 shares of Series 2025 Preferred Stock for $1.73 million in aggregate proceeds, with 12.2 million shares outstanding as of the filing date. This is a classic dilutive issuance—a private placement raising capital through equity—and is material to investors assessing the Company's capital structure and ownership dilution.
View raw filing on EDGAR →ZJK Industrial entered into a sales agreement on August 3, 2026 with Chaince Securities to conduct an at-the-market (ATM) offering of up to $9,800,000 of Class A Ordinary Shares. This is a registered direct equity issuance that will dilute existing shareholders and raise capital for the company. ATM offerings are a form of dilutive equity issuance and are material to investors assessing the registrant's capital structure and shareholder value.
View raw filing on EDGAR →Sphere 3D entered into an Amended and Restated Sales Agreement with A.G.P. and Maxim Group LLC on July 31, 2026, to conduct at-the-market offerings of up to $10,300,000 in common shares. The company terminated its prior ATM offering agreement under which it had issued 2,172,789 common shares for approximately $5.1 million in gross proceeds.
View raw filing on EDGAR →The 6-K discloses issuance of a Senior Convertible Promissory Note in the principal amount of RMB 15,000,000 (approximately US$2,050,000) with conversion rights into ordinary shares at US$1.50 per share. This is a convertible debt instrument that creates dilutive equity issuance potential, structured as a private placement exempt from registration under the Securities Act of 1933. The conversion feature and equity dilution to existing shareholders make this a material dilutive issuance event.
View raw filing on EDGAR →Recon Technology announced a $100 million At-the-Market (ATM) equity offering program under which it may sell Class A ordinary shares to the public through Pacific Century Securities, LLC. ATM offerings are unregistered continuous equity issuances that are dilutive to existing shareholders. The $100 million size and explicit use of proceeds for working capital, capital expenditures, and potential acquisitions make this material to investors assessing capital structure and ownership dilution.
View raw filing on EDGAR →QUALCOMM issued 17,826,566 shares of common stock as consideration for the acquisition of Modular Inc in a private placement relying on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. The filing of a prospectus supplement covering resale of these shares by selling stockholders signals a dilutive equity issuance. This is material as it represents a significant equity dilution to existing shareholders and relates to the previously announced Modular acquisition consideration.
View raw filing on EDGAR →Northwest Biotherapeutics entered into a $4.9 million convertible promissory note with Yorkville Advisors convertible at a discount to market price, plus a standby equity subscription agreement for up to $50 million of common shares and a warrant for $2 million of shares. These dilutive financing instruments materially affect shareholder ownership.
View raw filing on EDGAR →