Showing material events only. Routine administrative filings — bylaw amendments, technical fund updates, procedural FD disclosures — are filtered out so the front page stays signal-dense.
8-K
Dilutive issuance
confidence 95%
filed 2026-07-24
Item 3.02
The filing discloses an unregistered sale of equity securities totaling approximately $268.6 million across multiple share classes (Class I-Series 1, Class U, Class D, and Class S Shares) to investors under Section 4(a)(2) and Regulations D and S. This is a classic dilutive issuance of unregistered equity. The materiality is evident from the substantial aggregate consideration and the disclosure that the company has sold approximately $10.4 billion in shares since inception as part of its continuous private offering.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-24
Item 3.02
The filing discloses an unregistered sale of 764,818 common shares for $20,000,000 pursuant to Section 4(a)(2) and Regulation D/S under the Securities Act. This is a classic dilutive equity issuance by a closed-end fund raising capital through a private placement, which materially affects existing shareholders' ownership percentages and is a significant capital event for the registrant.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-24
Item 3.02
TPG Private Equity Opportunities, L.P. sold $84.4 million of unregistered limited partnership units on July 1, 2026, as part of a continuous private offering exempt under Section 4(a)(2) and Regulation D, including through a feeder vehicle for tax-exempt and non-U.S. investors.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-24
Item 3.02
Golub Capital Private Income Fund S issued 69,843 common shares of beneficial interest for $1,686,000 in consideration pursuant to Section 4(a)(2), Regulation D, and/or Regulation S exemptions.
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8-K
Dilutive issuance
confidence 92%
filed 2026-07-24
Item 3.02
The Fund sold 51,511 unregistered common shares of beneficial interest for $1,244,500 as of July 1, 2026, pursuant to subscription agreements and exempt from Securities Act registration under Section 4(a)(2), Regulation D, and/or Regulation S.
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8-K
Dilutive issuance
confidence 85%
filed 2026-07-23
Item 8.01
The filing discloses issuance of $350 million (plus $30 million option) of Exchangeable Senior First-Lien Secured PIK Notes due 2030, which are convertible debt instruments that trigger anti-dilution adjustments to existing public warrants. The warrant exercise price decreased from $13.61 to $12.81 and warrant holders receive more shares (1.0140 to 1.0772 shares per warrant), indicating material dilution to existing shareholders. This is a significant capital-raising event with direct dilutive consequences to equity holders.
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8-K
Dilutive issuance
confidence 92%
filed 2026-07-23
Item 1.01
HYEX entered into a Securities Purchase Agreement with LABRYS FUND II, L.P. to issue a convertible promissory note with $258,750 principal (net proceeds $225,000) convertible into common stock at the lesser of $2.00 per share or 75% of the lowest closing bid price during the preceding 15 trading days, together with an unregistered sale of equity securities under Section 4(a)(2) of the Securities Act to an accredited investor. This private placement creates significant dilution potential for existing shareholders.
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8-K
Dilutive issuance
confidence 94%
filed 2026-07-23
Item 1.01
ClearSign Technologies completed a private placement of 500,000 shares of restricted common stock to Otter Capital LLC at $3.54 per share for gross proceeds of $1.77 million. The unregistered securities were issued under Section 4(a)(2) and Regulation D exemptions, requiring a waiver of underwriter lock-up restrictions and representing a material capital raise and equity dilution event.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-23
Item 8.01
Magnolia Oil & Gas issued 46.3 million shares of Class A common stock at $23.75 per share, with underwriters exercising a 30-day option for an additional 6.9 million shares, closing on July 22, 2026. This is a registered equity offering (Form S-3) that materially dilutes existing shareholders and raises capital for the company's pending acquisition of WildFire Intermediate Holdings, LLC. The scale and purpose of the offering make it material to investors.
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8-K
Dilutive issuance
confidence 85%
filed 2026-07-23
Item 8.01
QXO filed a prospectus supplement on July 23, 2026 to register the resale of 41.4 million shares of common stock issuable upon conversion of Series C Convertible Preferred Stock, plus 96,267 shares of Preferred Stock itself, pursuant to an Investment Agreement dated January 5, 2026. This represents a substantial dilutive issuance of convertible securities to investors, materially affecting share count and ownership structure.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-23
Item 3.02
In connection with the business combination, PIPE investors purchased 24 million shares of New Freenome Common Stock at $10.00 per share for aggregate proceeds of $240 million pursuant to subscription agreements, constituting a material unregistered private placement under Section 4(a)(2) of the Securities Act.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-23
Item 3.02
Blackstone Private Equity Strategies Fund L.P. sold approximately $740 million in unregistered limited partnership units across two funds on July 1, 2026, pursuant to Section 4(a)(2) and Regulation D exemptions to accredited investors and qualified purchasers.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-23
Item 3.02
Blackstone Infrastructure Strategies L.P. and its feeder fund sold approximately $357.6 million in unregistered limited partnership units to accredited investors and qualified purchasers on July 1, 2026, pursuant to Section 4(a)(2) and Regulation D exemptions.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-23
Item 3.02
Apollo Debt Solutions BDC sold 186,709 unregistered Class I Common Shares for $4,449,521 to feeder vehicles, relying on Section 4(a)(2) and Regulation S exemptions from Securities Act registration. This capital raise represents a significant equity dilution event for existing shareholders.
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8-K
Dilutive issuance
confidence 92%
filed 2026-07-23
Item 1.01
Summit Therapeutics entered into an at-the-market (ATM) distribution agreement with J.P. Morgan Securities to offer and sell up to $380 million in common stock shares. This is a dilutive equity issuance structured as an ATM offering under Rule 415(a)(4), which allows the company to raise capital by selling shares at prevailing market prices. The magnitude ($380M) and structure (unregistered equity sales through a sales agent) are material to investors assessing capital structure and shareholder dilution.
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8-K
Dilutive issuance
confidence 75%
filed 2026-07-23
Item 8.01
The filing discloses a full cashless exercise of 428,862,444 warrants resulting in the issuance of 360,534,431 Class A ordinary shares. This represents a significant dilutive equity issuance—the newly issued shares are restricted but will eventually enter the float, materially affecting share count and ownership percentages. While technically a warrant exercise rather than a primary offering, the economic substance is a dilutive equity issuance that would affect a reasonable investor's assessment of ownership and capital structure.
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8-K
Dilutive issuance
confidence 75%
filed 2026-07-23
Item 8.01
Zoomcar announced an extension of its warrant-for-common-stock exchange offer, which involves converting outstanding warrants into shares of common stock. This is a dilutive capital transaction that increases the share count and requires stockholder approval to increase authorized shares. While the core event is a warrant exchange rather than a new issuance, the economic effect—dilution of existing shareholders through warrant conversion—aligns most closely with dilutive_issuance. The extension itself is administrative, but the underlying offer materially affects capital structure.
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6-K
Dilutive issuance
confidence 92%
filed 2026-07-23
The 6-K furnishes a legal opinion validating the remaining $53.9 million of ordinary shares issuable under a Controlled Equity Offering Sales Agreement (ATM offering) with Cantor Fitzgerald and Mizuho Securities. This is a material unregistered equity issuance mechanism that dilutes existing shareholders and signals the company is raising capital through an at-the-market offering, a hallmark disclosure under Item 3.02 equivalent for foreign private issuers.
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8-K
Dilutive issuance
confidence 94%
filed 2026-07-23
Item 1.01
Change Agents Corporation entered into an Equity Purchase Agreement with Hudson Global Ventures on July 22, 2026, establishing a $10 million equity line of credit whereby the Company may issue shares of common stock at $0.30 per share, plus warrants to purchase 925,925 shares at $0.01 per share. The warrant and shares are offered and sold in reliance on Section 4(a)(2) and Rule 506(b) exemptions under the Securities Act.
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8-K
Dilutive issuance
confidence 75%
filed 2026-07-23
FatPipe disclosed a recently filed Form S-3 registration statement and an at-the-market (ATM) offering program. The CEO's letter explicitly states the company has "not issued nor sold any shares" under the ATM to date, but the registration statement provides the legal framework for future dilutive equity issuances. The disclosure of an ATM program is material to investors as it signals potential future dilution and capital-raising activity, even though no shares have yet been issued. This is a forward-looking disclosure of dilutive issuance capability.
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8-K
Dilutive issuance
confidence 85%
filed 2026-07-23
Eva Live Inc entered into a securities purchase agreement to issue a $2.16 million secured convertible note with an 8% original issue discount, convertible into common stock at 87% of the 10-day VWAP (floor price $0.472). The filing explicitly discloses this under Item 3.02 (Unregistered Sales of Equity Securities) and Item 1.01 (Material Definitive Agreement), with conversion shares registered on the company's Form S-3. This is a dilutive equity issuance raising capital through convertible debt, a material financing event for a small-cap company.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-23
Item 1.01
Five Star Bancorp entered into an underwriting agreement on July 22, 2026 to issue and sell 2,725,000 shares of common stock at $44.00 per share in a registered public offering, with expected net proceeds of approximately $112.9–$113.6 million. Underwriters received a 30-day option to purchase an additional 408,750 shares, further increasing dilution potential.
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8-K
Dilutive issuance
confidence 85%
filed 2026-07-23
Item 8.01
Eos Energy announced the expiration and results of a rights offering that raised $37.7 million in gross proceeds through the issuance of 6,885,218 units, each consisting of one share of common stock and 0.4388 of a warrant. This is a dilutive equity issuance that increases the company's outstanding share count and warrant obligations. The filing explicitly states the company "received subscriptions for 6,885,218 Units" and expects to receive "aggregate gross proceeds from the rights offering of $37.7 million," with distribution expected on or about August 3, 2026.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-23
Item 3.02
Blackstone Private Credit Fund completed an unregistered sale of 977,626 Class I common shares for $23.1 million, exempt under Section 4(a)(2) and Regulation S, representing a material capital raise and dilution to existing shareholders.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-23
Item 3.02
Blue Owl Credit Income Corp. completed an unregistered sale of 236,512 shares of Class I common stock to feeder vehicles for approximately $2.1 million, exempt under Section 4(a)(2) and Regulation S.
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8-K
Dilutive issuance
confidence 92%
filed 2026-07-23
Item 8.01
AEON Biopharma completed a public offering on July 15, 2026, and on July 23, 2026 issued an additional 4,696,102 shares of Class A common stock pursuant to a partial exercise of the underwriters' over-allotment option, generating approximately $1.5 million in gross proceeds ($1.4 million net). This is a dilutive equity issuance that increases shares outstanding and raises capital, fitting the dilutive_issuance category. The disclosure also references previously exercised over-allotment options for milestone warrants, further evidencing equity dilution.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-23
Item 3.02
Blue Owl Technology Income Corp. completed an unregistered private placement of 278,351 shares of Class I common stock for $2.7 million as of July 1, 2026, exempt under Section 4(a)(2) and Regulation S. This equity issuance represents a direct capital raise and shareholder dilution.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-23
Item 3.02
The Sponsor purchased 239,300 units for $2,393,000 in a concurrent private placement pursuant to Section 4(a)(2) exemption from registration, with transfer restrictions until business combination completion.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-23
Item 3.02
Carlyle Private Equity Partners Fund sold approximately $12.6 million in unregistered limited partnership units on July 1, 2026, pursuant to Section 4(a)(2) and Regulation D exemptions, diluting existing investors' ownership stakes.
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6-K
Dilutive issuance
confidence 95%
filed 2026-07-22
The 6-K discloses the closing of a PIPE (private investment in public equity) offering on July 21, 2026, in which the Company issued 45,306,732 restricted common shares to an unaffiliated investor at US$0.46667 per share for gross proceeds of US$21,145,961. The newly issued shares represent approximately 34.51% of total voting power post-closing, constituting a highly dilutive equity issuance. This is a material capital-raising event that would significantly affect a reasonable investor's assessment of ownership and control.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-22
Item 3.02
Stone Point Credit Income Fund issued 167,749.797 common shares at NAV of $24.6200 for an aggregate offering price of $4,130,000 pursuant to subscription agreements with accredited investors, exempt from registration under Section 4(a)(2) and Regulation D Rule 506. This is a classic unregistered private placement of equity securities disclosed under Item 3.02, fitting the dilutive_issuance category. The disclosure of remaining unfunded capital commitments of $776.75 million indicates ongoing capital raising activity material to investors.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-22
Item 1.01
DarioHealth entered into a Securities Purchase Agreement on July 22, 2026, to issue 2,437,060 shares of common stock and 1,017,499 pre-funded warrants in a registered direct offering at $6.80 per share, raising approximately $23.5 million in gross proceeds. This registered direct offering dilutes existing shareholders and represents a significant capital raise.
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8-K
Dilutive issuance
confidence 92%
filed 2026-07-22
Item 3.02
Nth Cycle Inc. conducted unregistered sales of equity securities to PIPE investors pursuant to Stock Purchase Agreements in reliance on Section 4(a)(2) exemption, with up to $100 million committed ($40 million to date) as part of the business combination transaction.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-22
Item 3.02
The Company sold 1,029,197 Class I common shares for $24.9 million in aggregate consideration to accredited investors pursuant to Section 4(a)(2) and Regulation D exemptions.
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8-K
Dilutive issuance
confidence 92%
filed 2026-07-22
Item 8.01
Dyne Therapeutics announced the pricing of an upsized $375 million public offering of 18.3 million shares of common stock at $20.50 per share, with underwriters holding a 30-day option to purchase an additional 2.745 million shares.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-22
Item 3.02
B&R Technology Merger Corp. completed an unregistered private placement of 687,500 units to the Sponsor at $10.00 per unit, generating $6.875 million in gross proceeds, simultaneously with the IPO closing. The transaction is exempted from registration under Section 4(a)(2) of the Securities Act of 1933 and represents equity dilution to public shareholders.
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8-K
Dilutive issuance
confidence 92%
filed 2026-07-22
Item 1.01
SunPower entered into settlement agreements on July 17, 2026 to settle OTC Equity Prepaid Forward Transactions by issuing an aggregate of 17,900,462 shares of common stock (Initial FPA Shares), with potential for additional shares issuable based on trading price during a valuation period. The shares were issued unregistered under Section 4(a)(2) exemption with registration rights granted to recipients, representing a material dilutive equity issuance and significant capital structure change.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-22
Item 3.02
Apex Treasury Corp issued $35 million in unregistered PIPE shares at $10.00 per share to a PIPE investor in connection with the TECfusions business combination, representing a dilutive equity issuance under Section 4(a)(2) of the Securities Act.
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8-K
Dilutive issuance
confidence 75%
filed 2026-07-22
Item 1.01
CID HoldCo entered into a Securities Purchase Agreement on July 22, 2026, to issue convertible preferred stock (Series AA and Series B) for $6.0 million aggregate purchase price. The convertible preferred stock is convertible into common shares, and the transaction requires stockholder approval for the issuance of the Conversion Shares, with restricted account mechanisms and board designation rights typical of PIPE-like transactions.
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6-K
Dilutive issuance
confidence 92%
filed 2026-07-22
EX-99.1
This press release announces a non-binding term sheet for a PIPE (private investment in public equity) financing in which the Buyer intends to subscribe for securities with consideration of approximately 3,500 Bitcoin. The transaction also contemplates a control transition whereby the Buyer would designate a majority of the board of directors. This is a dilutive equity issuance to a private investor that would materially affect shareholder ownership and control, making it a material disclosure under the dilutive_issuance category.
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6-K
Dilutive issuance
confidence 92%
filed 2026-07-22
The 6-K discloses a private placement of 23,000,000 new ordinary shares at KRW 1,600 per share (total KRW 36.8 billion / HKD 194.7 million) to three named subscribers, subject to shareholder approval at an Extraordinary General Meeting on August 6, 2026. This is a material dilutive equity issuance that would significantly affect existing shareholders' ownership percentages and voting power.
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6-K
Dilutive issuance
confidence 95%
filed 2026-07-22
EX-99.1
The press release announces entry into a definitive agreement for a PIPE (Private Investment in Public Equity) transaction involving the issuance of 40,000,000 Class A Ordinary Shares at US$2.0 per share for an aggregate purchase price of US$16,000,000 to 9 non-U.S. investors. The shares are issued in a private placement exempt from Securities Act registration under section 4(a)(2) and Regulation S. This is a classic dilutive equity issuance that materially increases the share count (from approximately 19.6 million to 59.6 million Class A shares post-closing) and would significantly affect a reasonable investor's assessment of ownership dilution and capital structure.
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8-K
Dilutive issuance
confidence 94%
filed 2026-07-22
Item 1.01
China Pharma entered into a securities purchase agreement and announced the pricing of a registered direct offering of 2.5 million shares of common stock at $2.00 per share, generating $5 million in gross proceeds. The offering includes investor participation rights in future financings and materially dilutes existing shareholders' ownership percentages.
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8-K
Dilutive issuance
confidence 85%
filed 2026-07-22
The filing discloses completion of a Series A Rights Offering that raised approximately $21.9 million and will result in issuance of approximately 4,384,163 shares of common stock. This is a material capital-raising event involving dilutive equity issuance to existing shareholders through a rights offering, which materially affects the registrant's capitalization and shareholder ownership percentages.
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8-K
Dilutive issuance
confidence 75%
filed 2026-07-22
The filing discloses multiple unregistered equity issuances in a short timeframe: (1) 500,000 commitment fee shares to Hollywood Horizons; (2) warrants to purchase up to 6,891,798 shares initially and up to 50,000,000 shares total under the warrant purchase agreement with GL PART SPV II, LLC; and (3) 6,666,667 shares sold to Lombard Street Partners, LLC. Item 3.02 explicitly confirms reliance on Section 4(a)(2) and Regulation D exemptions. These private placements and warrant issuances are highly dilutive to existing shareholders and represent material capital-raising activity typical of small-cap issuers under financial stress.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-22
Item 3.02
Hawkeye Systems issued Common Stock Purchase Warrants to 15 accredited investors granting rights to purchase 14,000,000 shares of common stock at $.01 per share, with the warrants exercisable through December 31, 2026. The securities were offered in reliance on Section 4(a)(2) exemption and were unregistered, which is the hallmark of a private placement. This represents a dilutive issuance of equity securities outside the registered offering process, material to investors assessing capital structure and ownership dilution.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-22
Item 3.02
The Company disclosed an unregistered sale of approximately 1,168,937 common shares for ~$29 million pursuant to subscription agreements with accredited investors, relying on Section 4(a)(2) and Regulation D exemptions. This is a classic dilutive equity issuance under Item 3.02, material to investors assessing capital structure and ownership dilution.
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8-K
Dilutive issuance
confidence 75%
filed 2026-07-22
The filing discloses that on July 22, 2026, KALA BIO filed a prospectus supplement pursuant to Rule 424(b) relating to an offering of securities under an effective Form S-3 registration statement. This indicates a registered public offering of securities, which is material to investors as it affects share dilution and capital structure. While the specific security type is not detailed in the extracted text, the reference to a prospectus supplement for a securities offering under an S-3 registration statement is consistent with a dilutive equity issuance.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-22
Item 3.02
The filing discloses an unregistered sale of 3,000,000 shares of common stock at $0.01 per share for $30,000 in aggregate proceeds under Section 4(a)(2) exemption. This is a classic private placement dilutive issuance. The low price per share ($0.01) and reliance on the accredited investor exemption are typical markers of a PIPE or private equity raise at a small-cap company, which would materially affect shareholder ownership and capital structure.
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8-K
Dilutive issuance
confidence 95%
filed 2026-07-21
Item 3.02
KKR FS Income Trust issued 236,760.775 Class I shares for approximately $6.882 million in an unregistered private offering relying on Section 4(a)(2) of the Securities Act and Regulation D, diluting existing shareholders' ownership.
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