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.
Opendoor issued convertible notes with a maximum of 186.2 million shares of common stock issuable upon conversion at a rate of 286.5329 shares per $1,000 principal, representing a material dilutive issuance of equity securities under the Section 3(a)(9) exemption.
View raw filing on EDGAR →The 6-K discloses unregistered sales of 847,591 Class A ordinary shares (in three separate tranches on August 4, 2026) issued for consulting and renovation services at an aggregate value of approximately US$600,000 plus SGD 300,000. These shares were issued pursuant to Section 4(a)(2) exemption and represent dilutive equity issuances to unaffiliated third parties. The disclosure explicitly states the shares "have not been and will not be registered under the Securities Act," confirming this is an unregistered private placement—a classic dilutive issuance event material to investors assessing ownership and capital structure.
View raw filing on EDGAR →The filing discloses the completion of an initial public offering (IPO) and the full exercise of the over-allotment option, resulting in the issuance of 7,187,500 shares of common stock and gross proceeds of approximately $93.4 million. While technically an IPO is a registered offering (not an unregistered private placement), the core event—creation of a substantial new direct financial obligation through equity issuance—aligns with the dilutive_issuance category. This is material to investors as it represents a significant capital raise and equity dilution event.
View raw filing on EDGAR →Marvell issued a warrant to Google for up to 58,970,907 shares of common stock at $206.58 per share in connection with a commercial agreement for custom semiconductor products. The warrant vests over time based on time-based tranches and discretionary purchases through fiscal 2033, creating significant dilution potential. This unregistered equity issuance under Section 4(a)(2) exemption represents a material dilutive event affecting shareholder ownership and capital structure.
View raw filing on EDGAR →The 6-K announces the closing of an initial public offering of 4,285,714 ADSs representing 21,438,570 ordinary shares on August 19, 2026. While technically an IPO is a registered offering (not an unregistered private placement), it represents a material dilutive issuance of equity that creates a new class of public shareholders and fundamentally alters the company's capital structure. This is a material event affecting investor assessment of ownership and control.
View raw filing on EDGAR →Stepstone Private Credit Fund LLC completed an unregistered sale of 1,134,111 LLC interests for $29.5 million pursuant to subscription agreements under Section 4(a)(2), Regulation D, and Regulation S exemptions.
View raw filing on EDGAR →Apollo Debt Solutions BDC sold 337,710 unregistered Class I Common Shares for $8,047,437 to feeder vehicles, relying on Section 4(a)(2) and Regulation S exemptions from Securities Act registration. This unregistered equity issuance represents a significant capital raise and dilutes existing shareholders.
View raw filing on EDGAR →FrontView REIT entered into an Amended and Restated Distribution Agreement authorizing the sale of up to $125.0 million in common stock through an at-the-market (ATM) offering program with multiple sales agents and forward purchasers. With $50.7 million already sold and $74.3 million remaining available, this represents a substantial dilutive equity issuance mechanism. The inclusion of forward sale agreements (both contingent and non-contingent) further amplifies the dilutive potential. This is a classic ATM offering disclosure under Item 1.01, material to equity investors due to the significant authorized dilution.
View raw filing on EDGAR →TuHURA Biosciences issued 1,878,287 unregistered shares of common stock to Parkview Holdings as a fee for a $50 million revolving credit facility, relying on Section 4(a)(2) and Regulation D exemptions.
View raw filing on EDGAR →The 6-K discloses the closing of a private placement offering on August 17, 2026, in which Zeta Network Group issued 3,412,970 Class A ordinary shares and 3,412,970 warrants to investors for aggregate gross proceeds of US$10,000,002.10. The securities were unregistered and sold pursuant to Section 4(a)(2) and Regulation S exemptions, constituting a dilutive equity issuance material to investors assessing the company's capital structure and ownership.
View raw filing on EDGAR →HeartSciences issued 411,522 shares of common stock to Fortitude Mining Holdings in a private placement at $2.43 per share for approximately $1 million on August 12, 2026. This is a classic dilutive equity issuance in connection with a proposed business combination. The filing explicitly describes it as a "private placement" and notes that Fortitude now holds approximately 9.4% of HeartSciences' outstanding shares. While the transaction is also related to an ongoing M&A activity (the proposed merger with Fortitude), the primary disclosed event is the equity issuance itself, which is material to existing shareholders due to dilution.
View raw filing on EDGAR →The Company entered into a Securities Purchase Agreement on August 19, 2026, to sell $275,000 in principal amount of Debentures and conditional warrants in a private placement to accredited investors under Section 4(a)(2) and Regulation D exemptions. The Debentures automatically convert to Common Stock upon a future Public Offering, and the Warrants are exercisable for additional Common Stock, creating significant dilution contingent on future capital raising. This is a classic dilutive private placement raising cash through unregistered securities with conversion and warrant features that will dilute existing shareholders.
View raw filing on EDGAR →The filing discloses an at-the-market (ATM) offering agreement under which ASTC may sell up to $50 million of common stock through H.C. Wainwright & Co. as sales agent. The company has already sold 258,856 shares for $7.9 million under a prior prospectus supplement, and filed a new prospectus supplement on August 19, 2026 to increase the offering capacity to $50 million. This is a dilutive equity issuance that materially affects shareholder ownership and is a key capital-raising mechanism for small-cap companies.
View raw filing on EDGAR →The filing discloses Pre-Paid Purchase No. 5, a $100,000 investment by Streeterville Capital in an unsecured promissory note ($108,000 principal) that permits conversion into common stock at 90% of the lowest VWAP (floor $0.10/share), with a 9.99% beneficial ownership cap. Item 3.02 explicitly incorporates Item 1.01 and confirms unregistered sales under Section 4(a)(2) and Regulation D. This is a dilutive equity issuance mechanism, though the primary driver is also the company's financial distress (Floor Price trigger, mandatory repayments, workforce reduction of 20%).
View raw filing on EDGAR →The 6-K discloses a PIPE transaction (private investment in public equity) involving the issuance of 88,235 Class B ordinary shares at $3.40 per share for $300,000 in aggregate proceeds. The transaction closed on August 17, 2026, and the shares were issued in reliance on Section 4(a)(2) and Regulation S exemptions from Securities Act registration. This is a classic dilutive equity issuance by a small-cap foreign private issuer raising capital through unregistered securities, fitting the `dilutive_issuance` taxonomy precisely.
View raw filing on EDGAR →The Company issued 575,800 shares of common stock (103,800 + 172,000 + 300,000) in unregistered transactions to existing preferred stockholders in exchange for retirement of preferred shares. This is a classic dilutive issuance under Item 3.02, relying on Section 3(a)(9) exemption. The aggregate issuance is material in size and dilutes existing common shareholders without cash proceeds to the Company.
View raw filing on EDGAR →The Fund sold 627,661 Class I common shares for $16.7 million during August 2026 in an unregistered offering exempt under Section 4(a)(2) and Regulation S, diluting existing shareholders' ownership percentages.
View raw filing on EDGAR →NuRAN completed a private placement of 1,788,233 Series A convertible preferred shares for $7.6 million aggregate consideration, with $3 million in cash and the balance satisfied through settlement of convertible debt, accrued salary, and accounts payable. The issuance includes 200,000 A warrants and 1,588,233 B warrants, creating significant dilution to existing shareholders. This is a classic dilutive equity issuance by a small-cap company raising capital through unregistered securities, with related-party participation by the CEO, CFO, and CTO.
View raw filing on EDGAR →Blue Owl Real Estate Net Lease Trust sold 1,767,877 shares of Class I common shares to feeder vehicles for approximately $18.9 million in gross proceeds, with the offering exempt from registration under Section 4(a)(2), Regulation D, and/or Regulation S.
View raw filing on EDGAR →Ares Core Infrastructure Fund sold 32.3 million common shares for $799.5 million in aggregate consideration in an unregistered offering exempt under Section 4(a)(2) and Regulation D Rule 506(b), representing a material capital raise that dilutes existing shareholders.
View raw filing on EDGAR →Blue Owl Digital Infrastructure Trust sold 1,566,499 common shares for approximately $16.5 million in gross proceeds on August 3, 2026, pursuant to Section 4(a)(2), Regulation D, and/or Regulation S exemptions from Securities Act registration.
View raw filing on EDGAR →The filing discloses an unregistered issuance of 3,500,000 Class A Ordinary Shares to the Sponsor upon conversion of Class B shares, relying on Section 3(a)(9) exemption. While technically a conversion rather than a new issuance, the Item 3.02 disclosure and the unregistered nature of the securities align with dilutive_issuance classification. The conversion increases Class A shares outstanding and materially affects the capital structure and voting dynamics of the SPAC.
View raw filing on EDGAR →This press release announces the closing of a private placement of 1,951,219 common shares (or pre-funded warrants) at CAD$2.84 per share, generating approximately CDN$5.54 million in gross proceeds. The offering also includes common share purchase warrants and placement agent warrants, creating dilution to existing shareholders. This is a classic unregistered equity issuance (private placement) that materially affects shareholder equity and voting power, fitting the dilutive_issuance category.
View raw filing on EDGAR →Alaska Silver closed a private investment in public equity (PIPE) financing on August 14, 2026, issuing 13,846,910 units (each comprising one common share and one warrant) at C$0.55 per unit for aggregate gross proceeds of C$7,615,800 to accredited investors under Regulation D Rule 506(b) and Canadian securities exemptions. The securities are unregistered and restricted under Rule 144 with a six-month hold period, and the company committed to file a resale registration statement within 120 days.
View raw filing on EDGAR →This exhibit is a PRC legal opinion issued in connection with YXT.COM GROUP HOLDING LIMITED's offering and sale of 500,000 American depositary shares (representing 15 million Class A ordinary shares) pursuant to a securities purchase agreement dated August 14, 2026. The opinion addresses the enforceability and validity of the transaction documents governing this unregistered equity issuance, which is a classic dilutive issuance event material to investors assessing ownership dilution and capital structure changes.
View raw filing on EDGAR →Existing shareholder KKR Genetic Disorder L.P. entered into an Underwriting Agreement for a secondary offering of 5,000,000 shares of common stock at $78.00 per share, with the Company not receiving proceeds but existing shareholders experiencing dilution of ownership percentages.
View raw filing on EDGAR →Slate Medicines conducted an oversubscribed concurrent private placement of $245 million in unregistered equity securities exempt under Section 4(a)(2) and Regulation D to healthcare investors, with proceeds to fund the combined company's operations into 2029.
View raw filing on EDGAR →The filing discloses entry into an Agency Agreement with Piper Sandler for marketing the Company's common stock in connection with a stock offering tied to a two-tier holding company reorganization. The offering is being conducted pursuant to a Form S-1 Registration Statement, indicating a public offering of equity securities. While the Item 1.01 caption references a "material definitive agreement," the substance is a dilutive equity issuance—the Company is raising capital through the sale of common stock to the public, which is material to existing shareholders.
View raw filing on EDGAR →The 6-K discloses the closing of a secondary offering by a selling shareholder of 28.1 million ordinary shares, with 15.4 million shares sold publicly at $39.35 per share and 12.8 million shares repurchased by the Company via redemption. While the offering itself is by the selling shareholder (not a primary issuance by the Company), the Company's concurrent share redemption and cancellation of 12.8 million shares represents a capital transaction material to investors. The net effect involves significant share activity and capital deployment (~$500 million redemption amount), though the public offering by the selling shareholder does not directly dilute existing shareholders in the traditional sense.
View raw filing on EDGAR →DynaResource announced a non-brokered private placement of units at $0.45 per unit to raise $3.0 million (up to $6.4 million with warrant exercise) to existing stockholders. The offering comprises common shares and warrants, representing a dilutive equity issuance. The company has received an advance commitment of $851,250, though completion remains subject to definitive documentation. This is a material capital-raising event typical of small-cap issuers under Item 3.02 (Unregistered Sales of Equity Securities), disclosed here under Item 8.01.
View raw filing on EDGAR →Turn Therapeutics entered into securities purchase agreements on August 14, 2026 to issue and sell 135,000 shares of common stock at $10.00 per share for $1.35 million aggregate gross proceeds in a private placement relying on Section 4(a)(2) and Regulation D exemptions. This is a classic unregistered equity issuance to accredited investors that dilutes existing shareholders and raises capital, fitting the dilutive_issuance category. The company also granted registration rights to the investors, further evidencing the nature of this transaction.
View raw filing on EDGAR →Singularity Future Technology entered into a securities purchase agreement to sell 21,520,803 shares of common stock at $1.394 per share for approximately $30 million in a private placement to non-U.S. persons under Regulation S. This unregistered equity issuance will significantly dilute existing shareholders and represents a material capital-raising event.
View raw filing on EDGAR →DEFSEC announced a private placement of 1,951,219 common shares (or pre-funded warrants in lieu) at CAD$2.84 per share, plus common share purchase warrants, generating approximately CDN$5.54 million in gross proceeds. The securities are unregistered under the U.S. Securities Act and being sold pursuant to an exemption, with a registration rights agreement for future resale. This is a classic dilutive equity issuance that would materially affect shareholder ownership and is a strong signal of capital-raising activity typical of small- and mid-cap issuers.
View raw filing on EDGAR →The Company issued one share of Series B Preferred Stock to Ximing Huang in an unregistered offering relying on Section 4(a)(2) exemption. The preferred stock carries material voting and economic rights, representing a significant capital structure change.
View raw filing on EDGAR →The filing discloses a private placement of 933,064 shares of common stock, 1,360,544 pre-funded warrants, and 4,587,216 series E and F warrants in an unregistered offering under Section 4(a)(2) and Regulation D. The transaction raises approximately $3.4 million in gross proceeds with potential additional proceeds of $6.7 million upon warrant exercise. Company insiders, including the CEO and CFO, participated in the offering, purchasing approximately $2.4 million of securities. This is a classic dilutive equity issuance by a small-cap company raising capital through warrants and pre-funded warrants.
View raw filing on EDGAR →Daré Bioscience announced a registered direct offering of 4,379,581 shares of common stock (or pre-funded warrants) at $1.37 per share, generating $6.0 million in gross proceeds, plus concurrent private placement of Series A and Series B warrants. The press release explicitly states the Series A and Series B warrants are being offered under Section 4(a)(2) of the Securities Act and Regulation D as an unregistered private placement. This is a classic dilutive equity issuance combining registered and unregistered securities to raise capital.
View raw filing on EDGAR →MicroVision entered into a securities purchase agreement on August 14, 2026, to issue 6,800,000 shares of common stock together with 6,800,000 warrants at $2.50 per unit, raising approximately $17.0 million in gross proceeds ($15.6 million net). This is a registered public offering of equity securities with warrants, disclosed under Item 1.01 (Entry into a Material Definitive Agreement). The offering closed on August 17, 2026, and represents a dilutive equity issuance material to investors assessing the company's capital structure and ownership.
View raw filing on EDGAR →Guardian Metal Resources announced the exercise of warrants over 3,989,027 new ordinary shares at 40 pence per share, raising £1,595,610.80. This represents a dilutive issuance of equity securities that increases the company's share count from approximately 194.8 million to 198.8 million shares. The warrant exercise is material to investors as it affects ownership dilution and the company's capital structure.
View raw filing on EDGAR →NuRAN Wireless closed a C$7.6 million private placement of Series A convertible preferred shares (1,788,233 shares at C$4.25 per share) convertible into common shares at C$5.00 per share, plus warrants (200,000 A warrants and 1,588,233 B warrants). The financing, structured to satisfy Nasdaq listing requirements, involved settlement of approximately C$3.85 million of convertible debenture debt and C$738,704 of other liabilities in preferred shares, with approximately C$3 million in new cash proceeds, creating significant dilution to existing common shareholders.
View raw filing on EDGAR →The Company issued unregistered Units and underlying securities issuable upon conversion of the promissory note to the Sponsor, representing a dilutive private placement with registration rights and transfer restrictions typical of SPAC financing arrangements.
View raw filing on EDGAR →Ultra Clean Holdings entered into an at-the-market (ATM) offering sales agreement on August 14, 2026, authorizing the sale of up to $400 million of common stock through multiple sales agents. ATM offerings are a form of dilutive equity issuance that signal capital-raising activity and potential shareholder dilution. The material definitive agreement establishing this program is a core disclosure event for equity investors.
View raw filing on EDGAR →EDAP TMS entered into an underwriting agreement on August 11, 2026 for a public offering of 8,425,000 ADSs at $4.75 per share, with expected net proceeds of approximately $37.1 million. This is a registered public offering of equity securities that will dilute existing shareholders. While technically a registered offering (not an unregistered private placement), the core event is the issuance of a material amount of new equity capital, which is material to investors assessing the company's capital structure and ownership dilution.
View raw filing on EDGAR →Outlook Therapeutics entered into an underwriting agreement on August 12, 2026 for a public offering of 55,555,556 shares of common stock and accompanying warrants at $0.99 per share, with estimated gross proceeds of approximately $55.0 million. This is a registered public offering of equity securities that will dilute existing shareholders, fitting the dilutive_issuance category. While technically a registered offering (not unregistered), the core event—issuance of a substantial number of new equity securities to raise capital—aligns with the dilutive_issuance taxonomy, which captures material equity capital raises at small- and mid-cap issuers.
View raw filing on EDGAR →The Company issued 24,649 C-LTIP Units (convertible to OP Units and ultimately redeemable for Class A Common Stock) on August 13, 2026, in partial satisfaction of the Manager's base management fee and executive compensation obligations. The issuance was unregistered, relying on Section 4(a)(2) and Regulation D exemptions. This is a dilutive equity issuance to service management fees and executive compensation, materially affecting shareholder ownership and voting power.
View raw filing on EDGAR →Vuzix entered into an Open Market Sales Agreement with Jefferies on August 14, 2026, establishing an at-the-market offering program for up to $100,000,000 of common stock. This is a dilutive equity issuance under an ATM program, which is material to investors as it signals potential capital raising and shareholder dilution. The filing explicitly discloses the sales agreement, commission structure (3.0%), and prospectus supplement filed under Rule 424(b).
View raw filing on EDGAR →PSQ Holdings entered into a securities purchase agreement for a private placement of 361,385 shares of Class A common stock at $3.60 per share, generating $1.3 million in gross proceeds. The transaction is exempt from registration under Section 4(a)(2) and Regulation D Rule 506, with purchasers including company directors represented as accredited investors.
View raw filing on EDGAR →This is an at-the-market (ATM) sales agreement executed on August 14, 2026, authorizing Satellos Bioscience to issue and sell up to $50,000,000 of common shares through Leerink Partners LLC. The agreement explicitly permits sales "at market prices prevailing at the time of sale" and references an effective Registration Statement filed August 11, 2026. This is a dilutive equity issuance that would materially affect existing shareholders through potential share dilution and capital raising activity.
View raw filing on EDGAR →Standard Lithium established an at-the-market (ATM) equity program permitting issuance of up to US$50 million of common shares from treasury to the public at the company's discretion under a shelf prospectus. The company has previously sold US$36 million under a prior ATM program and intends to continue raising capital through this mechanism, creating dilution risk for existing shareholders.
View raw filing on EDGAR →Delek Logistics Partners entered into an underwriting agreement on August 12, 2026 to sell 4,000,000 common units at $50.00 per unit, with an additional 30-day option for 600,000 units. This is a registered public offering of equity securities (common units representing limited partner interests) that will dilute existing unitholders. The transaction is material to investors as it represents a significant capital raise and dilution event.
View raw filing on EDGAR →The Company entered into an at-the-market (ATM) offering agreement with Jefferies to sell up to $150 million of common stock. This is a dilutive equity issuance under an ATM program, which is a material capital-raising activity that would affect investor assessment of share dilution and the company's financing strategy. The filing explicitly discloses the Sales Agreement, the maximum offering amount, and intended use of proceeds for commercialization and clinical trials.
View raw filing on EDGAR →