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.
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 →Hawkeye Systems converted a $2.77 million convertible promissory note into 23.06 million shares at $0.12 per share and mandatorily converted 2,000 shares of Series A Preferred Stock into 13 million shares of common stock, resulting in substantial dilution to existing shareholders.
View raw filing on EDGAR →The filing discloses an unregistered sale of equity securities totaling approximately $30.1 million across three classes of common stock (S-1, S, and I) on June 1, 2026, exempt under Section 4(a)(2) of the Securities Act. This is a classic dilutive issuance of unregistered equity, material to investors as it increases share count and dilutes existing shareholders' ownership interests.
View raw filing on EDGAR →North Haven Net REIT completed an unregistered sale of 3,510,253 common shares for approximately $73.2 million on June 1, 2026, under Section 4(a)(2) and Regulation D Rule 506. This private placement materially increases the company's share count and capital structure.
View raw filing on EDGAR →Franklin BSP Real Estate Debt, Inc. disclosed an unregistered sale of 966,315.02 shares across three classes of common stock (Class G, Class G-D, and Class G-S) for aggregate consideration of $24,035,950 on June 1, 2026, pursuant to Section 4(a)(2) and Regulation D exemptions. This is a classic private placement of equity securities that dilutes existing shareholders and raises capital, fitting the dilutive_issuance category. The materiality is evident from the substantial dollar amount raised and the continuous nature of the offering.
View raw filing on EDGAR →Hut 8 Corp.'s subsidiary Beacon Point DC LLC announced a $4.25 billion private offering of senior secured notes due 2042 under Rule 144A and Regulation S. While this is technically a debt issuance rather than equity, the scale ($4.25B) and the financing structure for a major capital project (352 MW data center in Texas) represent a material capital-raising event that would affect investor assessment of the company's leverage, financial structure, and growth strategy. The disclosure of a major debt offering of this magnitude is material to investors.
View raw filing on EDGAR →Janus Living closed a registered underwritten public offering of 25 million shares of Class A-1 common stock on June 4, 2026, with an additional 3.75 million share option granted to underwriters. This is a material equity issuance that dilutes existing shareholders and raises capital through a registered public offering, fitting the dilutive_issuance category. The scale and public nature of the offering make it material to investors.
View raw filing on EDGAR →The Company issued 3,283,844 shares of Class A common stock on June 4, 2026, in satisfaction of obligations under the Business Combination Agreement dated May 6, 2021. The disclosure notes that 6,561,282 shares have been issued cumulatively under the agreement, with contingent rights for up to 10,000,000 additional shares if stock price targets are met before October 19, 2026. This represents a material dilutive issuance tied to earn-out or contingent consideration obligations from the prior business combination.
View raw filing on EDGAR →This disclosure describes an underwriting agreement for a secondary offering of 5,000,000 shares (plus up to 750,000 additional shares) by Apollo-affiliated selling stockholders, with the Company also agreeing to repurchase 750,000 shares. While technically a secondary offering (not a primary issuance by the Company), the Company's participation in the share repurchase and the overall dilutive impact on existing shareholders' ownership makes this a material capital structure event. The magnitude (5.75 million shares) and the involvement of a major shareholder (Apollo) constitute material disclosure under Item 1.01.
View raw filing on EDGAR →The company completed an IPO generating $150 million in gross proceeds from 15 million units, followed by a partial exercise of the over-allotment option on June 4, 2026 adding $7.5 million from 750,000 additional units, plus concurrent private placements totaling approximately $3.6 million. These unregistered or Section 4(a)(2)-exempt equity issuances are highly dilutive to existing shareholders.
View raw filing on EDGAR →TETRA Technologies announced and entered into an underwritten public offering of 10.8 million shares at $9.25 per share, with underwriters exercising a 30-day option to purchase an additional 1.6 million shares, expected to generate approximately $94.0 million in net proceeds plus $15.0 million from the option exercise.
View raw filing on EDGAR →Syndax Pharmaceuticals entered into subscription agreements to issue $250 million of convertible senior notes due 2031 with conversion mechanics creating significant dilution potential to common shareholders. The unregistered private placement under Section 4(a)(2) will result in issuance of up to 13.6 million shares of common stock upon conversion, with net proceeds of approximately $243 million representing a material capital raise for the company.
View raw filing on EDGAR →Warburg Pincus Access Fund sold unregistered limited partnership units totaling $10,058,308 to third-party investors on May 1, 2026, pursuant to Section 4(a)(2) and Regulation D exemptions. This private placement represents a material capital raise affecting the Fund's capitalization and investor dilution profile.
View raw filing on EDGAR →The Company sold 29,913 Class D Common Shares for $825,000 on June 1, 2026, pursuant to 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 Company's capital structure and future equity value.
View raw filing on EDGAR →This is a classic Item 3.02 disclosure of an unregistered sale of equity securities. The Company sold 2,845,626 Class S-2 shares for approximately $41.0 million to accredited investors under Section 4(a)(2) and Regulation D exemptions. The sale is material as it represents a significant capital raise and dilution to existing shareholders, and the unregistered nature signals a private placement typical of dilutive issuances at smaller or mid-cap REITs.
View raw filing on EDGAR →Applied Aerospace & Defense completed an initial public offering on June 4, 2026, selling 32.5 million shares at $20.00 per share pursuant to a definitive underwriting agreement. The IPO involved registration rights agreements and stockholders agreements that materially affected the company's capital structure and ownership.
View raw filing on EDGAR →Alphabet entered into an at-the-market (ATM) equity distribution agreement on June 1, 2026, authorizing the sale of up to $40 billion of Class A and Class C shares through Goldman Sachs, J.P. Morgan, and Morgan Stanley.
View raw filing on EDGAR →Alphabet disclosed two material equity issuances: a registered public offering of approximately 25.5 million shares each of Class A and Class C stock at ~$355 and ~$352 per share, and a private placement of 14.2 million Class A and 14.4 million Class C shares to a Berkshire Hathaway affiliate for $10 billion gross proceeds under Section 4(a)(2) exemption.
View raw filing on EDGAR →Jade Biosciences entered into an underwriting agreement on June 3, 2026 to issue and sell 10,000,000 shares of common stock at $15.00 per share, with expected net proceeds of approximately $140.3 million (or $161.5 million if the underwriters' 30-day option is exercised in full). This is a registered public offering of equity securities that will dilute existing shareholders. The disclosure of the underwriting agreement, pricing, and expected proceeds is characteristic of a dilutive equity issuance material to investors.
View raw filing on EDGAR →Aeva Technologies entered into an Underwriting Agreement on June 3, 2026, to conduct a registered public offering of approximately 4.5 million shares of common stock at $22.25 per share, with an additional option for 674,157 shares, raising approximately $94.4 million (or $108.7 million with full option exercise). This material equity issuance will dilute existing shareholders.
View raw filing on EDGAR →Borealis Foods issued a $3 million convertible promissory note to Oxus Capital (its largest shareholder with 39.09% ownership) convertible into approximately 2.07 million common shares at $1.45/share in an unregistered offering. The convertible feature and substantial dilution potential, which would require shareholder approval under Nasdaq rules, make this a material dilutive issuance.
View raw filing on EDGAR →The Company announced an intended offering of $350 million in convertible senior notes due 2032. Convertible notes are inherently dilutive securities that may be converted into equity, representing a material capital-raising event that would affect investor assessment of ownership dilution and the registrant's financing strategy.
View raw filing on EDGAR →NRX Pharmaceuticals completed a registered public offering of 5,714,286 shares of common stock at $3.50 per share on June 4, 2026, with an additional 857,142 shares available under a 30-day option, generating approximately $18.8 million in net proceeds (or $21.6 million if the option is fully exercised).
View raw filing on EDGAR →The Company issued unregistered Preferred Shares pursuant to Section 4(a)(2) of the Securities Act in a private placement, materially diluting existing shareholder equity and voting power.
View raw filing on EDGAR →Theon International exercised conversion rights on May 28, 2026, converting 1,000 shares of Series A Convertible Preferred Stock into 2,380,973 shares of common stock at a $3.00 conversion price. This represents a material dilutive issuance of common stock resulting from the conversion of previously issued convertible securities, which would significantly affect share count and ownership structure.
View raw filing on EDGAR →CIMG Inc. filed a Certificate of Amendment on May 29, 2026, increasing authorized common shares from 2.0 billion to 5.0 billion shares (a 150% increase). While technically an amendment to articles of incorporation (Item 5.03), the substantial increase in authorized share capacity signals potential for significant dilutive equity issuances. The board and shareholders approved this expansion on April 14, 2026, and an Information Statement (Schedule 14C) was filed on April 30, 2026. This authorization expansion is material to investors as it enables future dilutive equity offerings without additional shareholder approval.
View raw filing on EDGAR →The filing discloses a registered direct offering of 2,366,503 common shares and 258,859 pre-funded warrants, generating approximately $16.6 million in gross proceeds. This is a classic dilutive equity issuance under Item 1.01 (Entry Into a Material Definitive Agreement), where the company sold registered securities to accredited investors at $6.31 per share. The pre-funded warrants are immediately exercisable at $0.0001, creating significant dilution potential for existing shareholders.
View raw filing on EDGAR →Rithm Perpetual Life Residential Trust completed an unregistered sale of 610,891.013 common shares (Class J and Class E) for approximately $12.5 million on June 1, 2026, under Section 4(a)(2) and Regulation D Rule 506. This private placement increases share count and dilutes existing shareholders.
View raw filing on EDGAR →Ares Real Estate Income Trust entered into a subscription agreement on May 29, 2026, for Perigee SPV to purchase $100,000,000 of Class B common shares at NAV, and separately issued approximately $27.9 million in unregistered Class S-PR, Class D-PR, and Class I-PR shares pursuant to Regulation D exemption. These equity issuances, while exempt from registration, materially dilute existing shareholders' ownership percentages and voting power.
View raw filing on EDGAR →The filing discloses an unregistered sale of 36,771.87 common shares across multiple classes for approximately $750,000 in aggregate consideration, exempt under Section 4(a)(2) and Regulation D Rule 506. This is a classic dilutive private placement that increases share count and dilutes existing shareholders, material to investor assessment of ownership and capital structure.
View raw filing on EDGAR →Greenidge issued 1,162,221 shares of Class A Common Stock in exchange for $2,089,400 principal amount of 8.50% Senior Notes due October 2026 under Section 3(a)(9) exemption. This debt-for-equity exchange dilutes existing shareholders and signals financial stress as the company seeks to satisfy $33.1 million in remaining debt obligations through non-cash equity issuances rather than cash repayment.
View raw filing on EDGAR →The filing discloses an At Market Offering (ATM) agreement under which Aethlon Medical may offer and sell up to $542,716 of additional common stock pursuant to an amended prospectus supplement. This represents a dilutive equity issuance registered under Form S-3, with shares eligible for sale in the public market. The company had previously sold $1,849,457 of shares under the same ATM agreement, demonstrating active capital raising through equity dilution.
View raw filing on EDGAR →Z Squared Inc. entered into a Committed Equity Forward Purchase Agreement with LucentHash / Data Part Capital allowing the sale of up to $50 million in common stock over 18 months at the Company's discretion. The unregistered private placement is issued under Section 4(a)(2) exemption with the purchaser restricted to 19.99% ownership, creating significant dilution risk and signaling potential capital needs.
View raw filing on EDGAR →Gossamer Bio issued $65.2 million in convertible notes, 254.2 million shares of common stock, and warrants (33.4 million prefunded and 135.8 million purchase warrants) in an exchange offer relying on Section 4(a)(2) and Regulation D exemptions from registration, with the issuance contemplating up to 667.6 million additional shares upon conversion and exercise of warrants, representing substantial dilution to existing shareholders.
View raw filing on EDGAR →The filing discloses an unregistered sale of 3,846,332 shares of common stock pursuant to a Securities Purchase Agreement with C/M Capital Master Fund, LP, generating $607,720 in gross proceeds. The transaction was conducted under Section 4(a)(2) and Rule 506(b) exemptions, which are classic private placement mechanisms. This represents a material dilutive issuance that would affect a reasonable investor's assessment of share ownership and capital structure.
View raw filing on EDGAR →Sculptor Diversified Real Estate Income Trust disclosed unregistered sales of equity securities totaling approximately $6.04 million across two separate issuances (June 1 and May 12, 2026) in multiple share classes, exempt from Securities Act registration under Section 4(a)(2), Regulation D, and/or Regulation S. The issuance of over 530,000 shares represents substantial dilution to existing shareholders.
View raw filing on EDGAR →The filing discloses an unregistered sale of equity securities under Item 3.02, with approximately $42.6 million in aggregate consideration across multiple share classes issued on June 1, 2026. Notably, the Advisor (Cohen & Steers Capital Management, Inc.) purchased 2,512,259 Class P shares for $30.7 million as part of its $125 million investment commitment. This dilutive issuance of common stock is material to investors as it increases share count and represents a significant capital raise for the REIT.
View raw filing on EDGAR →Stonepeak-Plus Infrastructure Fund LP completed an unregistered sale of approximately $23.9 million in limited partnership units to third-party investors on May 4, 2026, pursuant to Section 4(a)(2) and Regulation D exemptions from Securities Act registration.
View raw filing on EDGAR →AMTECH Systems entered into an underwriting agreement on June 1, 2026, to issue and sell 2,926,829 shares of common stock at $20.50 per share for approximately $60 million in gross proceeds through a public offering that closed on June 3, 2026. This material equity issuance significantly dilutes existing shareholder ownership.
View raw filing on EDGAR →Liminatus Pharma entered into a warrant exercise inducement agreement resulting in the issuance of 20,688,000 new Inducement Warrants in a private placement under Section 4(a)(2) and Regulation D Rule 506(b), raising approximately $1.86 million in gross proceeds. The unregistered issuance doubles the warrant position of the holder in exchange for exercising existing warrants at a reduced price and requires a resale registration statement.
View raw filing on EDGAR →Campbell Fund Trust sold unregistered Units of Beneficial Interest (equity securities) to existing and new unitholders on May 31, 2026, totaling approximately $6.99 million across three series (A, D, and W). The securities were issued in reliance on Section 4(2) of the Securities Act and Regulation D, which are classic private placement exemptions. This is a material dilutive issuance that would affect investor assessment of ownership dilution and capital structure.
View raw filing on EDGAR →DevvStream entered into a binding term sheet for a $6,000,000 private placement of Series A Non-Redeemable Convertible Preferred Stock with EEME Energy SPV I, LLC, convertible into common stock at the holder's option with conversion pricing tied to XCF Global's stock price or the Company's own stock price post-BCA.
View raw filing on EDGAR →Dorman Products entered into a purchase agreement on June 2, 2026, to issue $450 million in 6.250% Senior Notes due 2034 in a private placement to qualified institutional buyers under Rule 144A and Regulation S. While this is technically a debt issuance rather than an equity issuance, the $450 million principal amount represents a material financing event that increases the company's financial obligations and is disclosed under Item 8.01 as a significant corporate transaction. The proceeds are intended to repay existing credit facilities and fund general corporate purposes, making this a material event affecting the registrant's capital structure and financial position.
View raw filing on EDGAR →The Company entered into a Sales Agreement with ten underwriting agents to offer and sell up to $500 million in Class A common stock through an at-the-market (ATM) offering under an effective S-3 registration statement. This is a material dilutive equity issuance that would significantly affect shareholder ownership and the total mix of information available to investors regarding capital structure and potential dilution.
View raw filing on EDGAR →Western Digital entered into exchange agreements to retire approximately $858.4 million in convertible notes through a combination of cash and equity issuance (Exchange Shares), relying on Section 4(a)(2) exemption for the unregistered sale of equity securities.
View raw filing on EDGAR →The filing discloses an unregistered sale of 439,785.519 common shares of beneficial interest for approximately $8.9 million under Section 4(a)(2) and Regulation D. This is a classic dilutive private placement of equity securities exempt from registration, which materially increases the share count and affects existing shareholders' ownership percentages. The Item 3.02 designation and detailed breakdown of Class S and Class I shares sold confirm this is a reportable unregistered equity issuance.
View raw filing on EDGAR →PIMCO Asset-Based Lending Company LLC issued and sold unregistered limited liability company interests across multiple classes to third-party investors for aggregate consideration of approximately $67.8 million on May 1, 2026, pursuant to Section 4(a)(2) and Regulations D and S exemptions.
View raw filing on EDGAR →The Company issued 21,257 shares of Class X-1 common stock in a private placement to an accredited investor for $500,000, relying on Section 4(a)(2) and Regulation D Rule 506(c) exemptions from registration. This is a classic unregistered equity issuance disclosed under Item 3.02, representing dilutive capital raising activity that would materially affect investor assessment of share ownership and capitalization.
View raw filing on EDGAR →TD SYNNEX issued an unregistered warrant to Amazon.com NV Investment Holdings LLC for up to 3,238,066 shares of common stock, with vesting tied to payment thresholds under a commercial arrangement. The filing explicitly states the issuance is unregistered under the Securities Act and relies on Section 4(a)(2) exemption, which is the hallmark of a dilutive private placement. The warrant represents a material equity commitment to a major strategic partner and would significantly affect investor assessment of share dilution and capital structure.
View raw filing on EDGAR →USA Rare Earth disclosed an unregistered sale of common stock and warrants pursuant to a Securities Issuance Agreement, representing a dilutive equity issuance that materially affects existing shareholders' ownership percentages and signals capital-raising activity at the registrant.
View raw filing on EDGAR →