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 Company issued 132,803 shares of Common Stock (17.71% of outstanding shares) on June 6, 2026, as payment for an Option Fee under the Option Agreement, pursuant to Section 4(a)(2) of the Securities Act as an unregistered private placement to an accredited investor.
View raw filing on EDGAR →NEONC Technologies entered into a Securities Purchase Agreement to issue up to $5,000,000 of Series A Convertible Preferred Stock in a private placement to accredited investors under Section 4(a)(2) and Regulation D Rule 506 exemptions. The 6,000 shares of Series A Preferred Stock carry conversion rights into common stock at 80% of the lowest closing price during the five trading days prior to conversion, subject to a beneficial ownership limitation of 4.99% (or 9.99% upon election), resulting in material dilution to existing common shareholders.
View raw filing on EDGAR →The Company issued an unregistered convertible note with underlying Units issuable upon conversion, subject to registration rights and transfer restrictions tied to the initial business combination, representing a dilutive issuance of equity securities.
View raw filing on EDGAR →AMC announced completion of an "at-the-market" (ATM) equity offering on June 11, 2026. ATM offerings are dilutive equity issuances that directly increase share count and would materially affect a reasonable investor's assessment of ownership dilution and capital structure, particularly for a company like AMC that has historically relied on equity raises for liquidity.
View raw filing on EDGAR →Unregistered sales of equity securities were disclosed, specifically shares of New ZincFive Common Stock offered in connection with Series A Preferred Stock Investments, relying on the Section 4(a)(2) exemption.
View raw filing on EDGAR →Vireo Growth Inc. issued convertible subordinated notes and subordinate voting shares issuable upon conversion in a private placement exempt under Section 4(a)(2) and Regulation D. The convertible securities will result in equity dilution upon conversion, materially affecting investor assessment of ownership and capital structure.
View raw filing on EDGAR →Humacyte entered into an underwriting agreement on June 10, 2026 to issue and sell 47,619,048 shares of common stock at $1.05 per share in a registered public offering, with a 30-day option for up to an additional 7,142,857 shares. The offering is expected to raise approximately $46.80 million (or $53.85 million with full option exercise), representing a substantial dilutive issuance to existing shareholders.
View raw filing on EDGAR →Innovative Industrial Properties announced a $402.5 million private offering of exchangeable senior notes due 2029 with an initial exchange rate of 14.4113 shares per $1,000 principal amount, along with concurrent ATM offerings of 680,842 common shares and 948,034 preferred shares, creating material dilution to existing shareholders.
View raw filing on EDGAR →The Company entered into forward sale agreements on June 9, 2026, relating to the offer and sale of 9,000,000 common shares (plus up to 1,350,000 additional shares under an underwriter option), with expected net proceeds of approximately $195.6 million (or $225.0 million if the option is exercised in full). This is a material dilutive equity issuance that will increase share count and is expected to raise substantial capital for acquisitions and general corporate purposes. The forward sale structure and the magnitude of the offering make this a material event affecting shareholder equity.
View raw filing on EDGAR →The filing discloses a private offering of Exchangeable Senior Notes due 2031 priced at 3.50%, issued to qualified institutional buyers under Rule 144A. Exchangeable notes are convertible into the company's common stock, making this a dilutive issuance. The pricing announcement on June 11, 2026 represents a material capital-raising event that would affect investor assessment of share dilution and the company's financing strategy.
View raw filing on EDGAR →Edesa Biotech entered into a Securities Purchase Agreement on June 10, 2026, for a private placement of 729,241 common shares at $4.69–$5.21 per share, raising approximately $3.5 million. This unregistered equity issuance materially dilutes existing shareholders' ownership and increases the company's share count.
View raw filing on EDGAR →VSee Health entered into a Standby Equity Purchase Agreement (SEPA) with YA II PN, LTD. on June 2, 2026, granting the investor the right to purchase up to $10 million of common stock over three years at 97% of the lowest daily VWAP, with an Exchange Cap of approximately 19.99% of outstanding shares and immediate issuance of 532,481 commitment shares. The unregistered private placement relies on Section 4(a)(2) exemption and materially dilutes existing shareholders.
View raw filing on EDGAR →VSee Health entered into a securities purchase agreement on June 8, 2026, issuing a secured promissory note for $271,739.13 principal at 18% annual interest due December 8, 2026, in an unregistered transaction exempt under Section 4(a)(2) of the Securities Act and/or Regulation D. The transaction represents a material financing arrangement with a security interest in company assets and mandatory repayment upon equity financing receipt, indicating significant financial stress.
View raw filing on EDGAR →Atossa Therapeutics entered into a securities purchase agreement on June 10, 2026, for a registered direct offering of 1,363,638 shares of common stock and Series A and B warrants at $3.30 per share, expected to raise approximately $4.1 million in net proceeds. While technically registered (via Form S-3), this is a direct offering to institutional investors with significant warrant dilution (up to 2.7 million additional shares if warrants are exercised), representing material equity dilution to existing shareholders.
View raw filing on EDGAR →Shattuck Labs entered into an underwriting agreement on June 9, 2026 for a registered public offering of 10.9 million shares of common stock at $4.00 per share, plus 7.9 million pre-funded warrants, with underwriters exercising a full 30-day overallotment option for an additional 2.8 million shares. This is a material dilutive equity issuance that raises capital through the sale of common stock and warrant securities, affecting existing shareholders' ownership percentages and voting power.
View raw filing on EDGAR →Jaguar Health entered into two material equity financing arrangements on June 9, 2026: a $40 million Equity Line of Credit (ELOC) with an accredited investor and a $2 million Preferred Stock Financing with multiple investors including pre-funded warrants. Both transactions involve unregistered or to-be-registered equity issuances that will dilute existing shareholders.
View raw filing on EDGAR →The Company disclosed the sale of 12,690 Class D Common Shares for $350,000 gross proceeds on June 8, 2026, as part of a continuous private placement offering of up to $2.165 billion in common shares under Section 4(a)(2) and Regulation D Rule 506(c). This is a classic unregistered equity issuance that creates dilution to existing shareholders and is material to investors assessing the registrant's capital structure and future equity dilution risk.
View raw filing on EDGAR →Parabilis entered into a Stock Purchase Agreement with Regeneron for a private placement of 4,166,666 shares at $18.00 per share, concurrent with the Company's IPO on June 11, 2026. The unregistered private placement under Section 4(a)(2) and Regulation D includes piggyback registration rights for Regeneron and dilutes existing shareholders' ownership.
View raw filing on EDGAR →Ciena sold convertible senior notes and warrants in unregistered transactions under Section 4(a)(2) and Rule 144A, with up to 7,700,978 shares of common stock issuable upon exercise of the warrants. The offering included convertible note hedge and warrant transactions, creating material share dilution.
View raw filing on EDGAR →Allbirds increased the maximum aggregate offering price under its at-the-market (ATM) offering program by $48.1 million of Class A common stock on June 11, 2026. This is a registered equity issuance program that will dilute existing shareholders and represents a material capital-raising activity. The filing explicitly references the prospectus supplement and registration statement, confirming this is a formal dilutive equity offering.
View raw filing on EDGAR →In connection with the Azora acquisition, Adial issued 437,474 shares of Common Stock, 12,930,617 shares of Series A Preferred Stock convertible into common shares, and warrants exercisable for up to 35,342,844 shares of Common Stock, all issued pursuant to the Merger Agreement and financing arrangements in reliance on Section 4(a)(2) exemption.
View raw filing on EDGAR →The Company issued 5,621,621 Class A Ordinary Shares to the Sponsor through conversion of Class B shares, relying on Section 3(a)(9) exemption, materially altering the share structure and voting control.
View raw filing on EDGAR →The company completed an unregistered private placement of 210,000 Units to the Sponsor at $10.00 per unit, generating $2.1 million in gross proceeds, relying on the Section 4(a)(2) exemption from registration in connection with the IPO.
View raw filing on EDGAR →VEEA Inc. issued approximately 3.66 million shares of common stock through two mechanisms: automatic conversion of $750,000 in convertible notes into 1,891,388 shares and issuance of 1,765,296 additional shares to settle prior conversion delays. These unregistered securities were issued to existing investors in transactions exempt under Section 4(a)(2) of the Securities Act, representing significant dilution to existing shareholders.
View raw filing on EDGAR →Hyperscale Data entered into a Pre-Paid Advance Agreement with Yorkville under which the Company will receive $15 million in proceeds in exchange for the right to issue shares of Class A common stock at prices as low as 90% of VWAP (with a $0.10 floor). The agreement contemplates issuance of PPA Shares at Yorkville's discretion with potential dilution capped by an Exchange Cap and registration availability.
View raw filing on EDGAR →AIM ImmunoTech entered into a securities purchase agreement on June 9, 2026, to issue 2,554,119 registered shares at $0.5189 per share (approximately $1.3 million gross proceeds) and concurrently issued 771,503 unregistered shares plus pre-funded warrants and Class J warrants in a private placement. The filing explicitly discloses unregistered equity issuances under Item 3.02, with warrants exercisable for up to 12 million additional shares, representing substantial dilution to existing shareholders and a material capital raise typical of small-cap equity financings.
View raw filing on EDGAR →The filing discloses a private placement of 96,000,000 shares of common stock for $300,000 in cash pursuant to Subscription Agreements executed on June 6 and June 11, 2026, with institutional and accredited investors under Section 4(a)(2) and Rule 506(b) exemptions. This represents a highly dilutive unregistered equity issuance at a minimal valuation ($0.003125 per share), which is material to investors assessing the registrant's capital structure and shareholder value.
View raw filing on EDGAR →Cardiff Lexington entered into a common stock purchase agreement with an institutional investor committing to purchase up to $25 million (expandable to $75 million) of common stock at a discount to market price (97% of VWAP), with the Company retaining discretion to direct purchases over 36 months. This is a classic "equity line of credit" or PIPE-like arrangement that creates substantial dilution risk to existing shareholders, particularly given the discount pricing mechanism and the Company's unilateral control over timing and amount of issuances.
View raw filing on EDGAR →The filing discloses an unregistered private placement of 285,768 shares of Series A Convertible Preferred Stock under Rule 506(b) of Regulation D, generating $2.84 million in gross proceeds during June 2–10, 2026. This is a classic dilutive issuance of equity securities exempt from registration, with 12.6 million shares of the preferred stock now outstanding. The convertible nature and substantial capital raise make this material to investors assessing ownership dilution and the company's capital structure.
View raw filing on EDGAR →Xeris Biopharma is issuing shares of common stock in a private placement to noteholders exchanging approximately $23 million in principal amount of convertible notes under Section 4(a)(2) exemptions, representing a dilutive equity issuance that materially affects shareholder ownership.
View raw filing on EDGAR →Swarmer entered into a Common Stock Purchase Agreement with Lucid Capital Markets on June 10, 2026, granting Lucid the right to purchase up to 3,000,000 shares of common stock at 98% of VWAP over a 24-month period. This is a classic at-the-market (ATM) or equity line of credit arrangement that creates significant dilution risk. The filing explicitly states the shares are offered in reliance on Section 4(a)(2) (private placement exemption), and the Company expects to use proceeds for operations and expansion. This is a material dilutive issuance typical of small-cap companies raising capital through equity lines.
View raw filing on EDGAR →Factorial Energy Inc. completed an unregistered sale of equity securities under Section 4(a)(2) of the Securities Act in connection with the business combination, resulting in significant share dilution with registration rights granted for 80.6 million shares representing 88.1% of outstanding shares.
View raw filing on EDGAR →Nuwellis announced the closing of a registered public offering that raised approximately $6,000,000 in gross proceeds and resulted in the exercise of pre-funded warrants, increasing outstanding shares to 12,750,321. This is a material equity issuance that dilutes existing shareholders and signals capital-raising activity typical of small-cap companies under financial pressure.
View raw filing on EDGAR →IDEAYA completed a public offering of 7,222,225 shares of common stock and pre-funded warrants to purchase 5,555,576 additional shares, raising approximately $323.6 million in net proceeds. This is a material dilutive equity issuance disclosed under Item 8.01, representing a substantial increase in shares outstanding and capital raise that would affect a reasonable investor's assessment of ownership dilution and the company's financial position.
View raw filing on EDGAR →WhiteHawk Minerals issued 3,750,000 shares of Class B Common Stock to the Management Contributor in connection with the internalization transaction, relying on Section 4(a)(2) exemption from registration. This unregistered private placement of equity securities materially dilutes existing shareholders and affects the company's ownership structure and capitalization.
View raw filing on EDGAR →Syndax issued $250 million of convertible senior notes in a private placement on June 10, 2026, with net proceeds of approximately $243 million, creating potential equity dilution of up to 13,631,400 shares upon conversion. The offering was conducted under Section 4(a)(2) of the Securities Act as an unregistered private placement to certain investors.
View raw filing on EDGAR →Tango Therapeutics entered into an underwriting agreement on June 9, 2026 to conduct an underwritten public offering of 18.2 million shares of common stock and pre-funded warrants to purchase 1.8 million additional shares, with a 30-day overallotment option for 3 million more shares. The offering is expected to raise approximately $566.5 million in net proceeds. This is a material dilutive equity issuance that increases the share count and dilutes existing shareholders, disclosed under Item 1.01 as a material definitive agreement.
View raw filing on EDGAR →PureCycle Technologies announced its intention to conduct concurrent underwritten public offerings of $250 million in convertible senior notes and $145 million in common stock, representing a material dilutive equity issuance to raise capital.
View raw filing on EDGAR →La Rosa Holdings Corp. issued Series D Preferred Stock to an investor under Rule 506(b) of Regulation D, a private placement exemption for unregistered equity securities. This dilutive issuance materially affects existing shareholders' ownership percentages and signals capital-raising activity.
View raw filing on EDGAR →BlockchAIn Digital Infrastructure completed a public offering of 33,333,334 shares at $1.65 per share on June 8, 2026, raising approximately $51.4 million in net proceeds and issuing 1,333,333 Representative Warrants to the underwriter. This substantial equity issuance represents a material dilutive capital raise affecting existing shareholder ownership and the company's financial position.
View raw filing on EDGAR →The filing discloses an unregistered sale of limited partnership units totaling approximately $89.55 million under Item 3.02, with Class I and Class E units sold to accredited investors and qualified purchasers pursuant to Section 4(a)(2) and Regulation D. This is a classic dilutive equity issuance by a fund that would materially affect existing unitholders' ownership percentages and is a core disclosure event for private fund offerings.
View raw filing on EDGAR →EBR Systems entered into an underwriting agreement for a fully underwritten A$150.0 million capital raise through the sale of approximately 394.7 million new CDIs (representing new shares) to institutional and retail investors on the ASX, comprising an institutional placement and pro rata entitlement offer that will dilute existing shareholders.
View raw filing on EDGAR →CervoMed entered into a securities purchase agreement for a private placement of 3,360,377 units comprising common stock (or pre-funded warrants) and Series B and C warrants, generating approximately $10.5 million in gross proceeds with potential additional $21.7 million upon warrant exercise. The unregistered securities are subject to resale restrictions, with significant insider participation from the CEO, Chair, and Director. Proceeds will be used for R&D and operations.
View raw filing on EDGAR →The filing discloses an unregistered sale of 1,103,338 shares of common stock at $0.72 per share for aggregate gross proceeds of $794,403 to foreign accredited investors under Regulation S. Item 3.02 explicitly confirms this is an unregistered equity issuance. The transaction is material as it represents a dilutive equity raise and requires ongoing registration obligations under the Registration Rights Agreement.
View raw filing on EDGAR →The filing discloses an unregistered private placement of a convertible promissory note ($145,000 principal) and a warrant to purchase 125,000 shares, with aggregate share issuance capped at 1,569,579 shares unless shareholder approval is obtained. This is a classic dilutive equity issuance under Item 3.02, with the company raising capital through convertible debt and warrants that will result in significant common stock dilution. The requirement to seek shareholder approval under Nasdaq Rule 5635(d) further confirms the material dilutive nature of the transaction.
View raw filing on EDGAR →The filing discloses the issuance of 3,500,000 shares of 9.50% Series A Perpetual Preferred Stock in a public offering on June 10, 2026, pursuant to an underwriting agreement. While Item 3.03 addresses "Material Modification to Rights of Security Holders," the core event is a substantial equity issuance with a liquidation preference of $100 per share and cumulative dividend rights, which materially dilutes existing shareholders and raises capital. This is a material equity offering that would affect investor assessment of the registrant's capital structure and ownership.
View raw filing on EDGAR →Netcapital issued a convertible promissory note ($182,120 principal) to Vanquish Funding Group in a private placement under Section 4(a)(2), with conversion rights at 65% of the lowest trading price over the preceding 20 days (minimum $1.00 per share for the first six months). The note includes a 4.99% beneficial ownership limitation and conversion may be triggered upon default. This is a dilutive equity issuance raising $157,000 in gross proceeds, disclosed under Item 3.02 (Unregistered Sales of Equity Securities), though the filing also implicates Item 1.01 (material definitive agreement) and Item 2.03 (direct financial obligation). The conversion feature and equity component make this primarily a dilutive issuance event.
View raw filing on EDGAR →The filing discloses an unregistered sale of equity securities under Item 3.02, specifically a partial exercise of a purchase option resulting in issuance of 187,500 Units (each comprising one share of common stock and one warrant) for $150,000 gross proceeds. This is part of a larger $1,150,000 equity financing with an additional $1,350,000 option remaining. The securities are issued under Section 4(a)(2) and Regulation D exemptions to an accredited investor, and constitute restricted securities under Rule 144—hallmarks of a dilutive private placement typical of small-cap companies raising capital.
View raw filing on EDGAR →Allbirds sold $5.0 million in aggregate principal amount of senior secured convertible notes on June 4, 2026, offered and sold under Rule 506(b) exemption from registration. Convertible notes are inherently dilutive securities that convert into Class A common stock, and the filing discloses up to $50 million in total facility capacity with $41.75 million remaining available. This is a material unregistered equity issuance typical of small- to mid-cap companies raising capital.
View raw filing on EDGAR →Virgin Galactic issued 6,734,960 shares of common stock to redeem $30.5 million in principal of First Lien Notes on June 10, 2026, relying on Section 4(a)(2) exemption from registration. This is a classic dilutive equity issuance in exchange for debt reduction, materially increasing share count and affecting existing shareholders' ownership percentage.
View raw filing on EDGAR →