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.
Vivos Therapeutics completed an unregistered private placement of a convertible promissory note (the "V-Co 4 Note"), exempt from registration under Section 4(a)(2) of the Securities Act, which is convertible into common stock and creates dilution to existing shareholders.
View raw filing on EDGAR →Ocean Power Technologies entered into a Securities Purchase Agreement on June 4, 2026, to sell 25,000,000 shares of common stock at $0.40 per share, together with 25,000,000 common warrants, for aggregate gross proceeds of $10.0 million. This is a registered direct offering of equity securities with significant dilution to existing shareholders. The warrants are exercisable at $0.40 per share and expire six years after initial exercise, further diluting equity. This is a classic dilutive equity issuance disclosed under Item 1.01.
View raw filing on EDGAR →The filing discloses entry into an underwriting agreement for a firm commitment underwritten offering of 592,270 shares of common stock and 292,135 warrants at $18.00 per unit, generating approximately $5.3 million in gross proceeds (or $6.1 million if the overallotment option is exercised). This is a material dilutive equity issuance under Item 1.01, with detailed warrant terms including exercise prices and reset provisions. The offering is expected to close June 9, 2026, and proceeds will fund development of NCT business, R&D, and general corporate purposes.
View raw filing on EDGAR →The filing discloses an unregistered private placement of convertible notes ($500,000 principal at the June 3, 2026 closing, with up to $3,000,000 authorized) and warrants to purchase common stock, made in reliance on Section 4(a)(2) and Regulation D Rule 506(b). The convertible notes convert into common stock at $1.60 per share, and warrants are exercisable at $1.75 per share, creating significant dilution. Item 3.02 explicitly confirms the unregistered sale of equity securities in a private placement.
View raw filing on EDGAR →Celcuity entered into an underwriting agreement on June 3, 2026, to issue $575 million aggregate principal amount of 0.250% Convertible Senior Notes due 2032 (including full exercise of a $75 million over-allotment option), convertible into common stock at an initial conversion price of approximately $124.53 per share. The offering raised approximately $557 million in net proceeds and creates substantial dilution potential for existing shareholders.
View raw filing on EDGAR →Vivakor issued unregistered equity securities under Section 4(a)(2), including issuance of CA-2 Materials shares to Monarch Transaction parties on June 2, 2026, and conversion of $1,037,025 in convertible promissory notes into 2,090,001 shares of common stock by lenders between June 4-5, 2026. The conversion of debt into over 2 million shares represents material dilution to existing shareholders.
View raw filing on EDGAR →Uniti announced the pricing of $1,140.71 million in secured fiber network revenue term notes issued by subsidiary Kinetic ABS Issuer LLC, with expected closing on July 15, 2026. While this is a material debt issuance that would affect investor assessment of the company's capital structure and leverage, it does not fit cleanly into the provided taxonomy—it is neither equity dilution (dilutive_issuance typically refers to equity securities) nor a standard M&A or financing event with a dedicated Item. The disclosure is material but the event type is ambiguous.
View raw filing on EDGAR →The 8-K discloses the issuance of $500 million in 4.650% Senior Notes Due 2029 under an Underwriting Agreement dated June 1, 2026. While this is a debt issuance rather than equity, the filing exhibits an underwriting agreement and supplemental indenture for a material capital raise. The magnitude ($500M) and formal structure (registered offering via Form S-3) indicate a material financing event, though the debt nature makes it less clearly "dilutive" in the equity sense; however, it represents a material liability issuance that would affect investor assessment of the company's capital structure and financial obligations.
View raw filing on EDGAR →The filing discloses a warrant inducement agreement requiring stockholder approval for the issuance of up to 16,184,560 shares of common stock upon warrant exercise. Although the Special Meeting failed to achieve quorum, the core material event is the company's obligation to seek approval for a substantial dilutive issuance of equity securities to institutional investors under the October 16, 2025 Inducement Agreement. This represents a material capital structure event affecting existing shareholders.
View raw filing on EDGAR →The filing discloses an unregistered sale of 1,150,000 shares of common stock at $4.82 per share (approximately $5.5 million in gross proceeds) relying on Rule 506 exemption. This is a classic private placement to a sophisticated investor with restricted legend shares, representing a material dilutive issuance that would affect a reasonable investor's assessment of ownership and capital structure.
View raw filing on EDGAR →Pinnacle West disclosed an amendment to an at-the-market (ATM) equity distribution agreement permitting the offer and sale of up to $900 million in common stock shares. While the First Amendment itself only modified the forward sale maturity period from 18 to 24 months, the underlying ATM program represents a material dilutive issuance mechanism. The company has already sold approximately $630 million of the authorized shares, with $270 million remaining available, indicating active use of this equity financing facility. This disclosure is material to investors assessing capital structure and shareholder dilution risk.
View raw filing on EDGAR →Howard Hughes Holdings Inc. completed an unregistered sale of preferred stock under Section 4(a)(2) and Regulation D exemptions. The securities have not been and will not be registered under the U.S. Securities Act of 1933, representing a material private placement capital-raising event.
View raw filing on EDGAR →Planet Labs entered into an Equity Distribution Agreement authorizing the sale of up to $1.5 billion of Class A common stock through an "at the market offering" program with multiple sales agents and forward purchasers. This is a material dilutive equity issuance that will increase share count and is a significant capital-raising activity for the company, disclosed under Item 1.01 as a material definitive agreement.
View raw filing on EDGAR →This is a classic private placement of unregistered equity securities. Cenntro issued 1,000,000 shares of common stock at $3.93 per share for approximately $3.93 million in gross proceeds, relying on Section 4(a)(2) and Regulation S exemptions from Securities Act registration. The filing explicitly discloses the unregistered sale under Item 3.02, and the transaction closed on June 2, 2026. This is material as it represents significant dilution to existing shareholders and a material capital raise.
View raw filing on EDGAR →AmperCap completed a private placement of 512,500 units at $10.00 per unit to the Sponsor, EBC, and third-party investors simultaneously with the IPO closing, issued pursuant to Section 4(a)(2) exemption from registration.
View raw filing on EDGAR →This Item 3.02 disclosure reports an unregistered sale of 1,318,837.5608 common shares for $33.3 million in aggregate consideration, exempt under Section 4(a)(2) and Regulation D Rule 506. The sale includes multiple share classes (F-I, F-S, and E) sold to third-party investors and insiders. This is a classic dilutive equity issuance in a continuous private offering, material to investors assessing ownership dilution and capital raising activity.
View raw filing on EDGAR →The company announced a registered direct offering of 7,500,000 common shares for $15 million in aggregate gross proceeds. This is a material equity issuance that dilutes existing shareholders and signals capital-raising activity, characteristic of a dilutive_issuance event. The pricing and share count are explicitly disclosed, indicating a completed or priced offering.
View raw filing on EDGAR →The filing discloses multiple unregistered private placements of equity securities to accredited investors and independent directors under Section 4(a)(2) and Regulation D Rule 506(c), totaling approximately $1.58 million in aggregate proceeds across Class E, Class A-I, and Class A-II common stock. This is a classic dilutive issuance disclosure under Item 3.02, material to investors assessing ownership dilution and capital-raising activity.
View raw filing on EDGAR →The company completed an unregistered private placement of Class I and Class S common stock totaling approximately $10.8 million in aggregate consideration pursuant to Section 4(a)(2) and Regulation D, diluting existing shareholders' ownership.
View raw filing on EDGAR →Fortress Net Lease REIT issued and sold approximately 10.9 million common shares for gross proceeds of $113.6 million on June 1, 2026, pursuant to Section 4(a)(2), Regulation D, and/or Regulation S exemptions from registration.
View raw filing on EDGAR →Fortress Credit Realty Income Trust completed an unregistered sale of 994,813 common shares across multiple share classes for approximately $20.0 million in gross proceeds, conducted pursuant to Section 4(a)(2), Regulation D, and/or Regulation S exemptions.
View raw filing on EDGAR →The filing discloses an unregistered sale of 613,712 common shares of beneficial interest for approximately $12.6 million under Section 4(a)(2) and Regulation D Rule 506. This is a classic dilutive private placement by a non-traded REIT raising capital through exempt offerings, which materially affects shareholder equity and voting power.
View raw filing on EDGAR →BrightSpring entered into an underwriting agreement for a secondary offering of 14,999,771 shares at $58.75/share by existing stockholders (KKR Phoenix Aggregator and Management Selling Stockholders), with the Company repurchasing 1,026,465 shares. While this is technically a secondary offering (not a primary issuance by the Company), the Company's share repurchase activity and the substantial equity transaction involving ~15 million shares would materially affect investor assessment of capital structure and ownership dilution.
View raw filing on EDGAR →Gladstone Capital entered into an underwriting agreement on June 3, 2026, for a registered direct offering of $60.0 million in 7.000% Notes due 2029, with closing on June 5, 2026. While this is technically a debt issuance rather than an equity issuance, the disclosure is material to investors as it represents a significant capital raise that increases the company's leverage and financial obligations. The company intends to use proceeds to repay credit facility debt and fund investments, which affects the capital structure and investor risk profile. This is classified as dilutive_issuance as the closest match in the taxonomy for material capital-raising activities, though the event could also be characterized as a material debt financing under other_material.
View raw filing on EDGAR →3D Systems completed a registered public offering of 16.4 million shares at $3.05 per share, raising approximately $50 million in gross proceeds, with an additional 2.5 million share overallotment option granted to underwriters. This is a material registered equity issuance that dilutes existing shareholders and materially affects the company's capital structure and equity base.
View raw filing on EDGAR →AEVEX Corp. entered into an underwriting agreement on June 3, 2026, to conduct a registered public offering of 5,726,157 shares of Class A Common Stock at $27.00 per share, with an additional 858,923 shares available under a 30-day option. This is a material registered equity issuance that dilutes existing shareholders and raises capital through the sale of newly issued securities, fitting the dilutive_issuance category. The offering closed on June 5, 2026, with Goldman Sachs, BofA Securities, and Jefferies as underwriters.
View raw filing on EDGAR →Plus Therapeutics entered into an Equity Distribution Agreement with Canaccord Genuity to conduct an at-the-market (ATM) offering of up to $17,350,000 in common stock. This is a dilutive equity issuance under an ATM arrangement, which is a classic signal of capital raising at small- and mid-cap issuers. The company intends to use net proceeds for general corporate purposes and working capital, indicating potential financial stress or liquidity needs.
View raw filing on EDGAR →Alphabet completed a registered public offering of 335 million mandatory convertible preferred depositary shares (167.5 million Series A and 167.5 million Series B), with underwriters exercising over-allotment options for an additional 50 million shares (25 million of each series), closing on June 5, 2026. The shares will convert to Class A Common Stock and Class C Capital Stock upon maturity, creating significant dilution to existing shareholders, with capped call transactions entered into to hedge conversion risk.
View raw filing on EDGAR →Synchrony Financial issued 500,000 depositary shares representing Series C Preferred Stock (7.250% Fixed Rate Reset Non-Cumulative Perpetual) on June 5, 2026 pursuant to an underwriting agreement dated June 2, 2026. The offering was registered and resulted in material shareholder dilution and capital raising.
View raw filing on EDGAR →Keel Infrastructure announced the pricing of a $400 million offering of convertible senior notes due 2032, with an additional $58 million option for initial purchasers. Convertible notes are inherently dilutive securities that create equity exposure and potential shareholder dilution upon conversion. The substantial size ($400–458 million) and the company's stated use of proceeds for capital projects and capped call transactions make this a material capital-raising event affecting the equity base.
View raw filing on EDGAR →The filing discloses termination of an at-the-market (ATM) equity issuance agreement with Maxim Group LLC. While the Item 1.02 heading emphasizes termination, the material substance is the prior issuance of 3,280,927 ordinary shares for approximately $4.4 million in net proceeds under this dilutive equity facility. ATM offerings are a classic signal of capital-raising activity at smaller issuers and represent material dilution to existing shareholders.
View raw filing on EDGAR →The Company entered into Amendment No. 2 to increase its at-the-market (ATM) offering capacity from $100 million to $150 million in common stock, with a concurrent $50 million shelf registration. ATM offerings are unregistered equity issuances that create dilution risk for existing shareholders and are a material capital-raising event, particularly for smaller biotechnology companies like Unicycive.
View raw filing on EDGAR →BiomX issued 1,013,637 restricted shares of common stock upon partial conversion of a convertible promissory note from Mandragola Ltd., with the shares issued in reliance on Section 4(a)(2) of the Securities Act without registration. This is a classic unregistered equity issuance tied to debt conversion, representing dilution to existing shareholders. The concurrent warrant grant (2,000,000 shares at $12.00 exercise price) further evidences the dilutive financing structure. Item 3.02 disclosure and the explicit reliance on Section 4(a)(2) exemption confirm this is a material unregistered sale of equity securities.
View raw filing on EDGAR →Xos completed a registered direct offering of 1,090,910 shares of common stock at $5.50 per share, raising approximately $6.0 million in gross proceeds on June 5, 2026. While technically registered under the S-3 shelf, this is a direct equity issuance that dilutes existing shareholders and represents a material capital-raising event that would affect investor assessment of the company's financial position and ownership structure.
View raw filing on EDGAR →Long Table Growth Corp. completed a private placement of 3,600,000 warrants for $3.6 million pursuant to Section 4(a)(2) exemption from registration, executed simultaneously with the IPO closing.
View raw filing on EDGAR →The filing discloses a private placement of Series A Convertible Preferred Stock and warrants under Section 4(a)(2) and Regulation D Rule 506(c). At the first closing, the Company issued 1,143 Units for $1.143 million in gross proceeds, with the offering structured to raise up to $5 million plus an additional $5 million overallotment option. The Preferred Shares are convertible at $0.05 per share and the Warrants are exercisable at $0.0625 per share, both creating significant dilution to existing shareholders. Item 3.02 explicitly confirms this is an unregistered sale of equity securities.
View raw filing on EDGAR →LGL Group announced and finalized terms of a rights offering to distribute transferable subscription rights to common stockholders, allowing them to purchase up to 6,550,435 shares at $6.90 per share (a 3% discount to VWAP). This material dilutive equity issuance increases share count and potential ownership dilution for existing shareholders.
View raw filing on EDGAR →The filing discloses a private placement of 235,000 restricted common shares at $5.00 per share ($1.175 million total) to accredited investors under Regulation D exemption, plus an additional grant of 100,000 warrant shares to legal counsel. This is a classic dilutive unregistered equity issuance under Item 3.02, material to investors assessing ownership dilution and capital structure.
View raw filing on EDGAR →The filing discloses a private placement of 56,150 shares of common stock at $17.82 per share for $1,000,593 in gross proceeds under Item 1.01 and Item 3.02 (Unregistered Sales of Equity Securities). The transaction includes 100% warrant coverage, creating significant dilution. This is a classic dilutive equity issuance by a small-cap company (emerging growth company status) raising capital through an unregistered private placement.
View raw filing on EDGAR →Phoenix Motor issued an unregistered warrant to purchase 80,896 shares of common stock at $3.00 per share in connection with the loan agreement, relying on Section 4(a)(2) and Regulation D exemptions. This dilutive issuance materially affects shareholder ownership and potential dilution.
View raw filing on EDGAR →On June 4, 2026, the Company entered into an underwriting agreement to issue 3,500,000 shares of Series A Preferred Stock at $80.00 per share, generating approximately $273.8 million in net proceeds. The proceeds are earmarked for acquisitions, infrastructure expansion, and share repurchases.
View raw filing on EDGAR →The Company entered into an at-the-market (ATM) sales agreement with Roth Capital Partners authorizing the sale of up to $20,000,000 in common stock shares. This is a dilutive equity issuance arrangement that would materially affect existing shareholders through potential dilution. The filing explicitly discloses the agreement under Item 1.01 (Material Definitive Agreement) and references the shelf registration statement (Form S-3) under which the shares will be issued, which is the standard disclosure mechanism for ATM offerings and equity capital raises.
View raw filing on EDGAR →The filing discloses under Item 3.02 an amendment to a waiver agreement that creates a contingent issuance of up to 3,000,000 Class A ordinary shares ("Default Shares") upon the Company's failure to pay a $1,000,000 commitment fee to Atsion. This represents a dilutive equity issuance exempt from registration under Section 4(a)(2), triggered by a potential covenant breach. The conversion mechanism and share cap indicate a material equity dilution event that would affect investor assessment of ownership and capital structure.
View raw filing on EDGAR →New Mountain Finance Corporation priced a private offering of $150 million in aggregate principal amount of senior notes (Tranche A: $40M at 7.28%, Tranche B: $35M at 7.76%, Tranche C: $75M floating rate), offered under Section 4(a)(2) of the Securities Act without registration. While these are debt securities rather than equity, the unregistered private placement of $150 million in principal amount represents a material capital-raising event that increases the company's leverage and financial obligations, affecting investor assessment of capital structure and financial risk.
View raw filing on EDGAR →The Company entered into an underwriting agreement on June 2, 2026 for the issuance and sale of Notes pursuant to an effective shelf registration statement (Form N-2), representing a material capital-raising transaction that affects the registrant's capital structure.
View raw filing on EDGAR →Ares Core Infrastructure Fund agreed to sell $845.2 million in common shares across multiple classes (Class I, D, N, and S) at NAV, with the issuance exempted from Securities Act registration under Section 4(a)(2) and Regulation D Rule 506(b). This unregistered equity issuance materially dilutes existing shareholders and affects the Fund's capital structure.
View raw filing on EDGAR →Strive, Inc. amended and restated two Controlled Equity Offering Sales Agreements on June 5, 2026, establishing at-the-market (ATM) offering programs totaling $5.15 billion in Class A common stock and preferred stock combined, representing a material dilutive equity issuance.
View raw filing on EDGAR →GivBux sold 1,000,000 restricted shares of Series C Preferred Stock to founder Kenyatto M. Jones for $1,000 in debt cancellation on May 29, 2026. This is a classic dilutive issuance under Item 3.02: an unregistered equity sale at a nominal price ($0.001 per share) that dramatically increases the founder's voting power (5,000 votes per share, totaling 5 billion votes). The super-voting structure and minimal cash consideration signal potential financial distress and shareholder dilution.
View raw filing on EDGAR →Mag Magna Corp entered into three Securities Purchase Agreements (April 1, April 29, and May 6, 2026) issuing unregistered convertible redeemable notes totaling $463,333.33 principal to CFI Capital, Silvercrest, and GW Capital under Section 4(a)(2) and Rule 506(b). Each note is convertible into common stock at 60% of the lowest traded price during the 20 trading days prior to conversion, with reserved shares ranging from 1.4 to 2.1 million shares per note, creating significant dilution risk to existing shareholders.
View raw filing on EDGAR →Hawkeye Systems entered into a Subscription Agreement to issue Common Stock Purchase Warrants granting the right to purchase 221,878,595 shares at $0.01 per share, an extraordinarily large warrant grant at a nominal exercise price that materially dilutes existing shareholders' ownership and voting power.
View raw filing on EDGAR →