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.
Fortress Net Lease REIT issued 6.8 million common shares for approximately $71.9 million in gross proceeds on July 1, 2026, pursuant to Section 4(a)(2), Regulation D, and/or Regulation S exemptions from registration.
View raw filing on EDGAR →Presidio issued 1,962,240 shares of Class A common stock to the sellers as consideration for the Canyon Creek acquisition, undertaken in reliance on Section 4(a)(2) of the Securities Act.
View raw filing on EDGAR →CEPT completed a private placement (PIPE) of 19,735,000 Class A Ordinary Shares at $10.00 per share for $197 million in aggregate proceeds, issued in reliance on Section 4(a)(2) of the Securities Act without registration.
View raw filing on EDGAR →The Company issued 8,500,000 warrants in a private placement simultaneously with IPO closing—5,000,000 to the Sponsor and 3,500,000 to Underwriters at $1.00 per warrant—pursuant to Section 4(a)(2) exemption from registration.
View raw filing on EDGAR →In connection with the business combination, the registrant completed unregistered sales of equity securities through Subscription Agreements and a PIPE financing relying on Section 4(a)(2) exemption, raising approximately $188 million in cash and materially diluting existing shareholders.
View raw filing on EDGAR →The filing discloses entry into a securities purchase agreement for a convertible promissory note with a principal amount of $166,500 sold for $150,000 net funding of $141,000 to Coventry Enterprises LLC. The Note is convertible into common stock at 85% of the lowest closing bid price during the ten trading days prior to conversion, with conversion restrictions tied to beneficial ownership thresholds and Nasdaq Rule 5635(d) shareholder approval requirements. This is a dilutive equity issuance structured as a convertible debt instrument, disclosed under Items 1.01, 2.03, and 3.02, representing a material capital-raising transaction with significant dilution potential to existing shareholders.
View raw filing on EDGAR →The filing discloses an unregistered sale of equity securities under Item 3.02, with the Company issuing 2,597,313 shares across three classes (S-PR, D-PR, and I-PR) on July 1, 2026, generating approximately $21.35 million in gross proceeds pursuant to Regulation D and a distribution reinvestment plan. This is a classic dilutive issuance of unregistered equity that would materially affect a reasonable investor's assessment of share dilution and capital structure.
View raw filing on EDGAR →The filing discloses unregistered sales of equity securities under Item 3.02, reporting issuance of 3,074,933 shares across three classes (Class S-PR, D-PR, and I-PR) generating approximately $40.96 million in gross proceeds during June–July 2026, pursuant to Regulation D exemption. This is a classic dilutive equity issuance that would materially affect investor assessment of ownership dilution and capital structure.
View raw filing on EDGAR →Sadot Group Inc. issued 90,000 unregistered shares of Common Stock (approximately 9% of outstanding common stock) to two creditors—Cedar and Agile—in settlement of approximately $3.36 million in outstanding debt, utilizing Section 3(a)(9) and Section 4(a)(2) exemptions from Securities Act registration.
View raw filing on EDGAR →The filing discloses unregistered sales of equity securities under Item 3.02, including issuances of Class E, Class A-I, and Class A-II common stock to independent directors and accredited investors totaling approximately $2.72 million across multiple tranches in June and July 2026. These private placements are explicitly exempt from registration under Section 4(a)(2) of the Securities Act and Regulation D Rule 506(c), which is the hallmark of dilutive equity issuances that materially affect shareholder ownership and capital structure.
View raw filing on EDGAR →The filing discloses an unregistered sale of equity securities (Item 3.02) totaling approximately $31.6 million across four classes of common stock on July 1, 2026. The transaction was exempt from Securities Act registration under Section 4(a)(2) as a non-public offering. This is a classic dilutive issuance—a private placement of equity that increases share count and dilutes existing shareholders, material to investor assessment of ownership and capital structure.
View raw filing on EDGAR →Ares Core Infrastructure Fund agreed to sell $1,114.2 million in common shares of beneficial interest across multiple classes (Class I, D, N, and S) in an unregistered offering exempt under Section 4(a)(2) and Regulation D.
View raw filing on EDGAR →Franklin BSP Real Estate Debt, Inc. disclosed an unregistered sale of 510,494.58 shares across four classes of common stock (Class G, Class G-D, Class G-S, and Class I) for aggregate consideration of $12,687,023 on July 1, 2026, pursuant to Section 4(a)(2) and Regulation D. This is a classic private placement of equity securities exempt from registration, which is material to investors as it increases share count and dilutes existing shareholders' ownership percentages.
View raw filing on EDGAR →Apollo IG Core Replacement, L.P. issued approximately $500 million in unregistered limited partnership interests on July 1, 2026, pursuant to Section 4(a)(2) and Regulation D/S exemptions, materially diluting existing limited partners.
View raw filing on EDGAR →As part of the debt refinancing, The Oncology Institute issued warrant agreements to Deerfield Partners to purchase 10,025,535 shares of common stock with no additional consideration paid. This unregistered equity issuance under Section 4(a)(2) of the Securities Act represents a dilutive grant that increases the outstanding share count and potential voting power.
View raw filing on EDGAR →As part of the Oberland Capital strategic investment agreement, MeiraGTx issued up to $25 million in equity securities to Oberland Capital, with Oberland Capital also receiving the right to purchase an additional $15 million in equity, representing a dilutive issuance of unregistered securities.
View raw filing on EDGAR →SCHMID Group announced entry into an investment agreement on July 7, 2026 to issue and sell $20 million in senior convertible notes in a private placement. The Notes are convertible into ordinary shares at specified conversion prices, materially affecting shareholder equity and voting power through the dilutive conversion feature.
View raw filing on EDGAR →Campbell Fund Trust sold unregistered Units of Beneficial Interest totaling approximately $6.77 million across three series (A, D, W) on June 30, 2026, pursuant to Section 4(2) and Regulation D exemptions. This is a private placement of equity securities meeting the definition of dilutive_issuance, and the aggregate consideration of nearly $7 million is material to a fund trust registrant.
View raw filing on EDGAR →The filing discloses a Securities Purchase Agreement under which EEME will purchase $1,000,000 of DevvStream's common shares at $0.28683 per share, resulting in issuance of 3,486,386 common shares. This is a private placement of equity securities representing significant dilution to existing shareholders. While the Item 3.01 caption references delisting risk, the actual prose describes a capital raise through equity issuance rather than a delisting notice or listing failure, making dilutive_issuance the more precise classification.
View raw filing on EDGAR →VSee Health issued two convertible notes totaling approximately $575,550 in principal (ClearThink Note for $280,000 and Vanquish Note for $295,550), each convertible into common stock at discounted prices (85% and 75% of lowest closing price, respectively) with minimal beneficial ownership caps of 4.99%. This PIPE-like financing structure creates substantial dilution risk for existing shareholders.
View raw filing on EDGAR →Z Squared Inc. entered into an at-the-market (ATM) sales agreement with Roth Capital Partners to offer and sell up to $300 million in common stock shares under an effective shelf registration statement. This dilutive equity issuance is material to investors assessing capital structure and shareholder dilution.
View raw filing on EDGAR →The filing discloses an unregistered sale of common shares totaling $2,302,688 (approximately 92,900 shares at $24.79 per share) pursuant to subscription agreements and capital calls. The sale was conducted under Section 4(a)(2), Regulation D, and/or Regulation S exemptions from Securities Act registration. This is a classic dilutive equity issuance to investors relying on accredited investor or non-U.S. person exemptions, directly matching the dilutive_issuance category.
View raw filing on EDGAR →Semnur entered into a binding term sheet with iHolding Group LLP for a $100 million strategic investment involving the issuance of approximately 10 million shares of common stock at $10.00 per share. The transaction, subject to customary closing conditions including due diligence, definitive agreements, and stockholder approval, represents a material dilutive equity issuance that would significantly increase share count and dilute existing shareholders.
View raw filing on EDGAR →The Company sold 27,194 Class D Common Shares for $750,000 gross proceeds on July 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 dilutes existing shareholders and is material to investors assessing capital structure and ownership changes.
View raw filing on EDGAR →The Company issued 11,698 shares of Class X-1 common stock to accredited investors in a private placement for $275,000 aggregate proceeds, exempt from registration under Section 4(a)(2) and Regulation D Rule 506(c). This is a classic unregistered equity issuance disclosed under Item 3.02, representing dilution to existing shareholders and capital raised by the registrant.
View raw filing on EDGAR →The filing discloses an unregistered sale of 1,280,957 common shares for approximately $26.42 million under Section 4(a)(2) and Regulation D Rule 506, which is a classic private placement. This is a dilutive equity issuance that raises capital and increases share count, material to investors assessing the registrant's capitalization and ownership structure.
View raw filing on EDGAR →Interactive Strength issued 225,681 shares of Series C Preferred Stock on June 30, 2026, pursuant to a Settlement Agreement resolving a dispute under a prior Loan Restoration Agreement. The unregistered issuance under Section 4(a)(2) of the Securities Act satisfied a $451,361 shortfall in the Lender's net proceeds from prior stock dispositions.
View raw filing on EDGAR →Banzai International issued unregistered Common Stock and Pre-Funded Warrants to ConnectAndSell pursuant to the Asset Purchase Agreement under Section 4(a)(2) exemption, representing a dilutive equity capital raise by a financially distressed company with negative working capital of approximately $17 million and accumulated deficit of $57.6 million.
View raw filing on EDGAR →FST Corp. entered into an At The Market (ATM) Offering Agreement on July 6, 2026, with H.C. Wainwright & Co., LLC, authorizing the sale of up to $10.4 million in ordinary shares. ATM offerings are unregistered equity issuances that create dilution risk to existing shareholders. The filing also references a prospectus supplement filed under Rule 424(b)(5), confirming this is a registered direct offering of equity securities that would materially affect investor assessment of share dilution and capital structure.
View raw filing on EDGAR →StageWise entered into a Share Subscription Agreement to issue 1,000,000 shares of Common Stock to Jakhongir Abidovich Artikkhodjaev, the controlling shareholder, for $250,000. The shares are unregistered restricted securities issued under Section 4(a)(2) exemption, and Item 3.02 explicitly confirms this is an unregistered sale of equity securities. This is a dilutive issuance to an existing controlling shareholder that increases share count and dilutes existing shareholders' ownership percentages.
View raw filing on EDGAR →Concurrent with the IPO, Osprey Acquisition Corp. III completed a private placement of 747,000 Units at $10.00 per unit, generating $7.47 million in gross proceeds. The units were purchased by Cantor Fitzgerald (261,000 units) and sponsor Osprey Acquisition Sponsor III, LLC (486,000 units) pursuant to Section 4(a)(2) exemption from registration.
View raw filing on EDGAR →Following stockholder approval, Series C Preferred Stock automatically converted into common stock, and Series D Preferred Stock was voluntarily converted into 4,752,244 shares of common stock, increasing common share count to 27,635,745 shares outstanding with additional Series D convertible into 28,929,592 shares. These conversions materially dilute existing common shareholders' ownership and voting power.
View raw filing on EDGAR →The 6-K discloses a private placement of 331,753,557 ordinary shares and 995,260,671 warrants for US$700 million, closed on July 3, 2026. This is a material unregistered equity issuance that dilutes existing shareholders and raises substantial capital. The transaction is explicitly described as a private placement under a Securities Purchase Agreement, fitting the definition of dilutive_issuance.
View raw filing on EDGAR →XMax Inc. entered into Securities Purchase Agreements on July 1, 2026, to sell 434,600 shares of common stock at $8.454 per share for an aggregate offering price of $3,674,108.40 in a private placement to non-U.S. investors under Regulation S. This is a classic unregistered equity issuance disclosed under Item 1.01 and Item 3.02, representing dilutive capital raising activity material to investors assessing ownership and equity structure.
View raw filing on EDGAR →Polar Power issued a convertible promissory note to Mayers Ventures LLC for $250,000 consideration with conversion rights into common stock at a price equal to 90% of the lowest daily VWAP in the 7 trading days prior to conversion. The filing explicitly discloses this under Item 3.02 (Unregistered Sales of Equity Securities), and the convertible structure with a below-market conversion floor and registration rights agreement creates material dilution risk to existing shareholders. The investor also gains board designation rights, indicating a significant capital raise with equity upside.
View raw filing on EDGAR →The filing discloses a private placement (PIPE) of 3,608,496 units at $0.582 per unit, raising approximately $2.1 million in gross proceeds. Each unit comprises Series A Convertible Preferred Stock (convertible 1:1 to common stock), warrants to purchase common stock equal to 100% of conversion shares, and subscription rights. The transaction is explicitly exempt from registration under Section 4(a)(2) and Regulation D Rule 506(b), and Item 3.02 confirms unregistered sales of equity securities. This is a classic dilutive private placement raising capital through convertible securities and warrants.
View raw filing on EDGAR →Wheeler Real Estate issued approximately 2.12 million shares of common stock across three tranches in June-July 2026 in exchange for preferred stock held by existing security holders, relying on Section 3(a)(9) exemption. Additionally, the Company issued approximately 739,883 shares cumulatively (275,883 in July 2026 and ~464,000 to date) through redemptions of Series D Cumulative Convertible Preferred Stock, with the conversion price of the 7.00% Subordinated Convertible Notes due 2031 adjusted downward to $0.67 per share, representing a 45% discount and material dilution to existing shareholders.
View raw filing on EDGAR →The filing discloses multiple unregistered sales of equity securities (Class E, I, and Y shares) to accredited investors across May, June, and July 2026, both through a distribution reinvestment plan and private placements, totaling approximately $36.7 million in aggregate purchase prices. These transactions are explicitly exempt under Section 4(a)(2) and Regulation D, and the Item 3.02 classification confirms this is a dilutive equity issuance material to investors assessing the company's capital structure and shareholder dilution.
View raw filing on EDGAR →Aethlon Medical entered into a Securities Purchase Agreement on July 6, 2026, to sell 263,000 shares of common stock, 5,633,009 common warrants, 5,370,009 pre-funded warrants, and 225,320 placement agent warrants in a registered public offering priced at $0.71 per unit, raising approximately $4.0 million in gross proceeds. This dilutive equity issuance materially increases the share count and warrant overhang, affecting existing shareholders' ownership percentages and future earnings per share.
View raw filing on EDGAR →Sculptor Diversified Real Estate Income Trust issued 873,952 unregistered shares across two separate issuances (July 1 and June 12, 2026) for approximately $9.8 million in gross proceeds, pursuant to Section 4(a)(2), Regulation D, and/or Regulation S, including direct sales and reinvestment plan distributions.
View raw filing on EDGAR →Cohen & Steers Income Opportunities REIT issued approximately 1.28 million shares across five share classes on July 1, 2026, raising approximately $15.4 million in aggregate consideration. The shares were sold pursuant to Section 4(a)(2) and Regulation D exemptions from Securities Act registration, which is the hallmark of a private placement. This unregistered equity issuance is dilutive to existing shareholders and material to investor assessment of capital structure and ownership.
View raw filing on EDGAR →North Haven Net REIT sold 3,044,831 common shares for approximately $63.5 million in an unregistered private offering under Section 4(a)(2) and Regulation D Rule 506. This is a classic dilutive equity issuance disclosed under Item 3.02, representing a material capital raise that would affect investor assessment of share dilution and the company's capital structure.
View raw filing on EDGAR →ClearSign Technologies filed a prospectus supplement on July 6, 2026 to recommence an "at the market" offering under which it may sell up to $6,875,000 in common stock shares pursuant to an ATM agreement with H.C. Wainwright & Co. This is a classic dilutive equity issuance under Rule 415, material to investors as it signals potential shareholder dilution and the company's capital-raising needs.
View raw filing on EDGAR →The Company completed an unregistered private placement of 5,500,000 warrants to the Sponsor and Cantor Fitzgerald at $1.00 per warrant, generating $5.5 million in gross proceeds, with the warrants exercisable into Class A Ordinary Shares.
View raw filing on EDGAR →GridAI Technologies entered into a securities purchase agreement on July 1, 2026, to sell 664,598 shares of common stock, pre-funded warrants, and common stock purchase warrants for approximately $8.5 million in gross proceeds through a private placement relying on Section 4(a)(2) exemption. The transaction includes substantial warrant components (pre-funded warrants exercisable at $0.0001 and common warrants exercisable at $4.47) that significantly increase dilution potential.
View raw filing on EDGAR →Standard Lithium disclosed the issuance of 3,139,330 common shares under its at-the-market (ATM) equity program during Q2 2026, generating gross proceeds of US$11.3 million. ATM offerings are unregistered equity issuances that dilute existing shareholders and are material capital-raising events, particularly for development-stage companies like Standard Lithium.
View raw filing on EDGAR →The exhibit discloses material equity issuance activity under the Company's at-the-market (ATM) program, which generated approximately US$2.1 million in gross proceeds through the issuance of 3,009,295 Common Shares during Q2 2026 at a weighted average price of US$0.68 per share. The ATM program itself is authorized for up to US$25 million. This represents a dilutive equity issuance that would materially affect a reasonable investor's assessment of share dilution and capital structure. While the exhibit also mentions employee share purchase and director DSU grants, the primary material disclosure is the ATM equity offering activity.
View raw filing on EDGAR →IGC Pharma issued 4,274,853 shares of common stock to executive officers (CEO Ram Mukunda and CFO Claudia Grimaldi) in a debt-for-equity conversion, canceling $1,154,210 in outstanding obligations. The unregistered private placement under Section 4(a)(2) of the Securities Act represents a material dilutive equity transaction affecting shareholder ownership structure and executive compensation.
View raw filing on EDGAR →Scilex entered into a binding term sheet with iHolding Group LLP for a $100 million strategic investment through the private placement of approximately 6.67 million newly issued shares of common stock at $15.00 per share, subject to customary closing conditions including stockholder approval and regulatory approvals.
View raw filing on EDGAR →Ouster completed a registered public offering of 3,621,876 shares of common stock at $55.22 per share, raising approximately $191.9 million in net proceeds. This is a material equity issuance disclosed under Item 8.01 that dilutes existing shareholders and represents a significant capital-raising event for the company.
View raw filing on EDGAR →