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 2026-06-02
Item 3.02
The filing discloses an unregistered private placement of Series A Convertible Preferred Stock under Rule 506(b) of Regulation D, with 203,263 shares sold during May 15–June 1, 2026 for $2,006,000 in aggregate proceeds. The convertible nature of the preferred stock and the ongoing offering of up to $200 million in total capacity signal potential dilution to common equity holders. This is a classic dilutive issuance disclosure under Item 3.02.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 92%
filed 2026-06-02
Item 3.02
KLX issued up to 3,962,440 shares (19.9% of outstanding) as deferred acquisition consideration to Wolf Pack Rentals and 627,521 shares in debt-for-equity exchanges with Senior Secured Notes noteholders, representing substantial dilution to existing shareholders under private placement exemptions.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 92%
filed 2026-06-02
Item 1.01
C2 Blockchain entered into two convertible debt agreements representing material dilutive issuances: a $130,000 convertible note from Auctus with 5.2 million warrant shares, and a $1.2 million senior secured convertible note from Leonite with 1 million restricted common shares plus 2 million warrant shares. The conversion prices and substantial warrant issuances represent significant dilution to existing shareholders, characteristic of distressed financing by small-cap issuers.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 75%
filed 2026-06-01
Item 7.01
Astronics Corporation announced a 20% stock distribution of Class B Stock to existing shareholders, with a 1-for-5 ratio applied to both Common and Class B Stock holdings. While technically a stock dividend rather than a new issuance, this distribution materially increases the outstanding share count and dilutes existing shareholders' ownership percentages, which would affect a reasonable investor's assessment of equity value and voting power. The disclosure of a significant equity distribution event warrants classification as a dilutive issuance.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 75%
filed 2026-06-01
Item 8.01
Uniti announced an offering of $1,140.71 million in secured fiber network revenue term notes by its subsidiary Kinetic ABS Issuer LLC. While these are debt instruments rather than equity, the offering is material to investors as it represents a significant capital raise that will increase the company's indebtedness and affect its financial structure. The proceeds will be used for general corporate purposes including potential debt repayment and capital expenditures. The unregistered nature of the offering (Rule 144A and Regulation S) and the substantial principal amount make this a material financing event, though it is technically a debt issuance rather than a dilutive equity issuance.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 95%
filed 2026-06-01
Item 1.01
ClearSign Technologies entered into an underwriting agreement on May 28, 2026 for a firm-commitment public offering of 777,780 shares of common stock at $4.33 per share, with an additional 116,667 shares available via an over-allotment option, expected to raise approximately $2.94 million in net proceeds.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 95%
filed 2026-06-01
Item 3.02
The company issued 345,000 Private Placement Units at $10.00 per unit ($3.45 million) and 1,100,000 founder shares at approximately $0.004 per share to the Sponsor, Maxim, and at-risk capital investors pursuant to Section 4(a)(2) exemptions, representing classic dilutive private placements typical of SPAC formation.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 95%
filed 2026-06-01
Item 3.02
Lumentum is issuing approximately 5.0 million shares of common stock in a privately-negotiated exchange with convertible noteholders, resulting in incremental dilution of approximately 0.8 million shares. The transaction is structured as an unregistered private placement under Section 4(a)(2) of the Securities Act, which is the hallmark of a dilutive equity issuance. This materially affects shareholder ownership and is a significant capital structure event.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 92%
filed 2026-06-01
Item 1.01
IN8bio entered into a Capital on Demand Sales Agreement with JonesTrading on June 1, 2026, establishing an at-the-market offering program under which the Company may issue and sell shares of common stock at its discretion.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 95%
filed 2026-06-01
Item 3.02
Eloxx Pharmaceuticals issued prefunded warrants to purchase 54,076,677 shares of common stock at $0.01 per share in an unregistered private placement relying on Sections 4(a)(2) and 3(a)(9) exemptions, with subsequent exercises and exchanges materially diluting existing shareholder equity and voting power.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 92%
filed 2026-06-01
Item 3.02
Concurrent with the merger, Rallybio is issuing unregistered Avenzo Class A common stock in private placements exempt under Section 4(a)(2) and Regulation D, materially diluting existing shareholder ownership.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 93%
filed 2026-06-01
Item 1.01
AirJoule Technologies entered into a Securities Purchase Agreement on May 28, 2026 to sell 3,658,536 shares of Class A common stock at $4.10 per share through a registered direct offering, raising approximately $14.2 million in net proceeds. The offering was announced via press release and represents a significant capital raise with material equity dilution to existing shareholders.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 45%
filed 2026-06-01
Item 8.01
Whirlpool announced a $1.5 billion private placement of Senior Secured Second Lien Notes (due 2031 and 2034) to qualified institutional buyers under Rule 144A and Regulation S. While this is a debt issuance rather than equity, the scale ($1.5B) and the concurrent tender offer for existing notes suggest material refinancing activity. However, the event is primarily a debt offering with a tender offer component, which does not fit cleanly into the dilutive_issuance category (typically equity-focused) or ma_activity. The most defensible classification is dilutive_issuance given the capital-raising nature and materiality, though other_material would also be reasonable.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 95%
filed 2026-06-01
Item 3.02
The filing discloses an unregistered sale of 34,106 Class ER-A Common Shares for $1,000,000 gross proceeds under a continuous private placement offering of up to $2.165 billion, conducted pursuant to Section 4(a)(2) and Regulation D Rule 506(c). This is a classic dilutive equity issuance that would materially affect investor assessment of share dilution and capital structure, particularly given the large authorized offering size and the Company's explicit acknowledgment in forward-looking statements that "future sales or issuances of our Common Shares...could cause the value of our Common Shares to decline and could result in dilution."
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 95%
filed 2026-06-01
Item 3.02
The filing discloses an unregistered sale of 622,093.540 shares of Class I common stock for approximately $8.9 million, exempt under Section 4(a)(2) and Regulation D. This is a classic dilutive equity issuance by a BDC raising capital through a private placement, which materially affects shareholder ownership and the company's capital structure.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 95%
filed 2026-06-01
Item 3.02
OceanFirst issued approximately 9.5 million shares of common stock and 1.8 million shares of NVCE Stock (common-equivalent) to Warburg Pincus for $225 million, plus a warrant to purchase 11.4 million additional shares, all in reliance on Section 4(a)(2) exemption from registration. The issuance includes a Registration Rights Agreement requiring future registration of the securities.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 92%
filed 2026-06-01
Item 1.01
Generation Income Properties completed a best efforts public offering of 23.8 million shares of common stock (or pre-funded warrants) and 23.8 million warrants at $0.21 per unit, raising approximately $4.4 million in net proceeds. The offering materially increases share count and dilutes existing shareholders.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 85%
filed 2026-06-01
Item 1.01
Karman Holdings Inc. entered into an underwriting agreement on May 28, 2026 for a public offering of 14,000,000 shares of common stock at $61.00 per share, with an additional 2,100,000 shares available under a 30-day option, which closed on June 1, 2026. The Company agreed to a 90-day lock-up and provided representations and warranties in the Underwriting Agreement, indicating material involvement in the offering. This material equity issuance would significantly affect shareholder dilution and the total mix of information available to investors.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 95%
filed 2026-06-01
Item 1.01
CPS Technologies entered into securities purchase agreements on May 27, 2026 for the sale of 1,200,000 shares of Common Stock at $8.00 per share in a registered direct offering, closing on May 29, 2026, raising approximately $9.0 million in net proceeds.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 92%
filed 2026-06-01
Liberty Star entered into a Securities Purchase Agreement with Monroe Street Capital Partners LP on May 18, 2026, issuing a convertible promissory note with principal amount of $123,200 (including 10% original issue discount). The note is convertible into shares of common stock, making this a dilutive issuance. The company is raising capital through a convertible debt instrument that will result in equity dilution upon conversion, a material event for investors assessing ownership and capital structure.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 95%
filed 2026-06-01
Peace Acquisition Corp. consummated its IPO of 6,000,000 units at $10.00 per unit (generating $60 million in gross proceeds) on May 26, 2026, and simultaneously completed a private placement of 262,500 units to the sponsor and underwriter at the same price (generating $2.625 million). Item 3.02 explicitly addresses "Unregistered Sales of Equity Securities," and the private placement units were issued pursuant to Section 4(a)(2) exemption. This is a material capital-raising event for a newly public SPAC.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 92%
filed 2026-06-01
Item 3.02
The Company issued 142,800 shares of common stock in exchange for preferred stock held by an existing investor, relying on Section 3(a)(9) of the Securities Act. This is an unregistered equity issuance that increases the common share count and dilutes existing shareholders. Although structured as a preferred-for-common exchange with no cash proceeds, the material increase in common shares outstanding and the unregistered nature of the issuance make this a dilutive equity event material to investors assessing ownership and voting power.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 85%
filed 2026-06-01
Item 8.01
Strive is announcing a material expansion of its at-the-market (ATM) programs, increasing the maximum aggregate offering size by $2.1 billion across two securities (Class A common stock and SATA Stock). The filing explicitly acknowledges "dilution caused by Strive's issuance of additional shares" as a forward-looking risk factor, and ATM programs represent unregistered or registered continuous equity issuances that can dilute existing shareholders. This is a material capital-raising activity that would affect investor assessment of ownership dilution and future financing capacity.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 95%
filed 2026-06-01
Item 1.01
Lantronix entered into an underwriting agreement on May 29, 2026, to sell 4,166,667 shares of common stock at $7.20 per share, with underwriters exercising a full 30-day option for an additional 625,000 shares, generating approximately $32.3 million in net proceeds. This registered public offering materially dilutes existing shareholders' ownership and represents a significant capital-raising event for the company.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 85%
filed 2026-06-01
Item 3.02
StepStone Group completed an unregistered sale of equity securities as part of the 2026 Exchange transaction, issuing approximately 972,685 shares of Class A Common Stock and 2,438,273 Class D Units to acquire additional equity interests in three Asset Class Entities.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 95%
filed 2026-05-29
Item 3.02
Lord Abbett Private Credit Fund completed an unregistered sale of approximately 379,963 common shares for $9.4 million to accredited investors pursuant to subscription agreements, relying on Section 4(a)(2) and Regulation D exemptions. This private placement materially affects shareholder ownership and the fund's capital structure.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 95%
filed 2026-05-29
Item 3.02
Lord Abbett Private Credit Fund S issued approximately 102,024 common shares for $2.5 million to accredited investors pursuant to subscription agreements, relying on Section 4(a)(2) and Regulation D exemptions from Securities Act registration.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 72%
filed 2026-05-29
Item 8.01
NCLC elected to fix the settlement method to cash-only for its exchangeable senior notes (1.125% and 2.50% due 2027), eliminating the possibility of physical share settlement. While this reduces future dilution by approximately 2–4 million shares, the core event is the irrevocable election to settle in cash rather than shares, which is a material modification to the terms of dilutive securities. The disclosure centers on the settlement method change and its quantified impact on share count guidance, making it most closely aligned with dilutive_issuance, though the direction of impact (reduction in dilution) is atypical for that category.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 72%
filed 2026-05-29
Item 8.01
NCL Corporation elected to fix the settlement method to cash (rather than physical share delivery) for exchangeable senior notes due 2027. While this is technically an anti-dilutive action—reducing expected share dilution by approximately 2-4 million shares—the filing discloses a material change to the terms of previously issued convertible/exchangeable securities. The event centers on the company's management of dilution from existing convertible debt instruments, which falls within the dilutive_issuance taxonomy as it concerns the mechanics and impact of equity-linked securities on share count.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 95%
filed 2026-05-29
Item 8.01
The filing discloses a registered direct offering of 8,539,709 shares of common stock to GMS Ventures and Investments pursuant to a securities purchase agreement dated May 28, 2026. This is a material equity issuance that dilutes existing shareholders and is typically a signal of capital-raising activity at smaller issuers. The transaction was conducted under an effective Form S-3 registration statement, making it a registered offering rather than an unregistered private placement, but it remains a material dilutive issuance requiring disclosure.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 92%
filed 2026-05-29
Item 1.01
The Company entered into an Amended and Restated Sales Agreement to conduct an at-the-market (ATM) offering of Class A common stock, increasing the maximum aggregate offering price from $92.8 million to $250 million. This is a dilutive equity issuance that would materially affect shareholder interests and the total mix of information available to investors, particularly given the substantial increase in authorized offering capacity and the company's prior sales of $24.7 million under the prior agreement.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 95%
filed 2026-05-29
Item 3.02
The Company issued 45,586.975 Class I shares for $1,064,000 pursuant to capital drawdown notices to investors under subscription agreements. This is an unregistered sale of equity securities exempt under Section 4(a)(2) and Regulation D, representing a dilutive issuance to existing shareholders. The disclosure of the specific share count, aggregate offering price, and exemption basis is characteristic of Item 3.02 dilutive issuance reporting.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 92%
filed 2026-05-29
Item 1.01
Momentus Inc. entered into a Securities Purchase Agreement on May 26, 2026, for a private placement of 2,173,420 shares of Class A common stock at $8.50 per share and 768,580 pre-funded warrants, raising approximately $25 million in gross proceeds. The pricing was announced on May 27, 2026.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 92%
filed 2026-05-29
Item 8.01
Peabody Energy announced the pricing of a $225 million private offering of Convertible Senior Notes due 2031 to qualified institutional buyers under Rule 144A. Convertible notes are inherently dilutive securities that can be converted into equity, representing a material capital-raising event that would affect investor assessment of share dilution and the company's financial structure.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 95%
filed 2026-05-29
Item 3.02
Blackstone Infrastructure Strategies L.P. completed an unregistered private placement of approximately $173.3 million in limited partnership units across three classes (Class I, S, and D) to accredited investors and qualified purchasers under Section 4(a)(2) and Regulation D exemptions, diluting existing unitholders' ownership percentages.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 95%
filed 2026-05-29
Item 3.02
The fund completed unregistered sales of limited partnership units totaling approximately $447.4 million in aggregate consideration to accredited investors and qualified purchasers under Section 4(a)(2) and Regulation D exemptions. The issuance across multiple unit classes and series represents a material capital-raising event affecting the fund's capitalization and ownership structure.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 75%
filed 2026-05-29
Item 8.01
The fund disclosed an ongoing private placement of Common Shares under Section 4(a)(2) and Regulation D, with approximately $0.5 million in subscriptions received on May 1, 2026, and plans to continue monthly offerings at NAV. This represents a dilutive equity issuance material to investors assessing the fund's capital structure and share dilution.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 85%
filed 2026-05-29
Item 8.01
The Company is conducting a continuous private placement of Common Shares under Section 4(a)(2) and Regulation D, with approximately $3.4 million in subscriptions received on May 1, 2026, and an intention to continue monthly sales at NAV.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 95%
filed 2026-05-29
Item 1.01
GrafTech entered into an Equity Distribution Agreement with Evercore to offer and sell up to $50 million of common stock through an "at the market offering" under Rule 415. This is a classic dilutive equity issuance arrangement that allows the company to raise capital by selling shares at market prices, which materially affects existing shareholders through potential dilution and is a significant financing event.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 85%
filed 2026-05-29
Oceanhawk Acquisition Corp. consummated its IPO on May 22, 2026, issuing 16,000,000 units at $10.00 per unit ($184 million gross proceeds), with underwriters exercising an over-allotment option for 2,400,000 additional units ($24 million). Simultaneously, the company completed private placements of 530,000 units ($5.3 million) to insiders and The Benchmark Company. While technically a SPAC IPO (a blank-check company), the disclosure centers on the issuance of equity securities—units comprising Class A ordinary shares and rights—generating substantial capital. This is classified as dilutive_issuance because the filing emphasizes the unregistered private placement component (Section 4(a)(2) exemption) alongside the public offering, and SPACs inherently involve dilutive equity issuance structures.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 94%
filed 2026-05-29
Item 1.01
The Company issued a $750,000 convertible promissory note with a principal face value of $937,500 to an accredited investor under Section 4(a)(2) exemption. The note is convertible into common stock at a price equal to the lesser of $0.05 or 80% of the average of the 5 lowest intraday trading prices in the prior 20 days, with a registration statement required for resale of conversion shares.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 92%
filed 2026-05-29
Item 1.01
Treasure Global Inc entered into a Subscription Agreement to issue and sell $1,200,000 of common stock shares in a private placement to Legacy Trustee Berhad under Regulation S, structured in four tranches with resale restrictions under Rule 144. The Company must register the shares for resale within 60 days, materially diluting existing shareholders.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 92%
filed 2026-05-29
Item 3.02
CID HoldCo issued a senior secured convertible promissory note with a principal amount of $287,500 (cash proceeds of $230,000) to White Lion Capital, LLC on May 29, 2026, convertible into common stock at a variable conversion price of 80% of the lowest VWAP during a 15-day period. The unregistered issuance relies on Section 4(a)(2) and Regulation D exemptions and materially affects shareholder equity and voting power.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 95%
filed 2026-05-29
Item 3.02
Matternet completed an unregistered sale of equity securities, as disclosed under Item 3.02. This dilutive issuance materially affects ownership dilution and capital structure.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 90%
filed 2026-05-29
Item 3.02
Ondas Inc. completed an unregistered sale of equity securities under Section 4(a)(2) and Regulation D, Rule 506 exemptions, representing a material private placement that affects shareholder dilution and the company's capital structure.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 95%
filed 2026-05-29
Item 8.01
AGNC Investment Corp. entered into "at the market" (ATM) sales agreements with 14 major financial institutions to offer and sell up to $2 billion in common stock. This is a classic dilutive equity issuance disclosed under Item 8.01, with the potential to significantly increase share count and dilute existing shareholders. The magnitude ($2 billion) and structure (ATM program with multiple agents) are material to investors assessing capital structure and shareholder value.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 85%
filed 2026-05-29
Item 1.01
Classover Holdings sold $600,000 principal amount of senior secured convertible notes to an investor under a Securities Purchase Agreement amendment, with conversion rights into Class B common stock and an option for the buyer to purchase up to an additional $339 million in notes. The unregistered sale under Section 4(a)(2) and convertible structure constitute a material dilutive financing arrangement.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 95%
filed 2026-05-29
The filing discloses two unregistered private placements of common stock totaling approximately 26.7 million shares (13.3 million each from Brown Stone Capital Ltd. and EEME Energy SPV I, LLC) at $0.15 per share for ~$4 million aggregate proceeds. The securities are issued under Section 4(a)(2) and Regulation D Rule 506(b), and Item 3.02 explicitly incorporates the unregistered sales disclosure. This is a material dilutive equity issuance typical of small-cap companies raising capital through private placements.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 95%
filed 2026-05-29
The filing discloses an unregistered private placement of an amended and restated warrant to purchase 17,391,304 shares of common stock at $0.23 per share, issued to an accredited investor on May 28, 2026. The transaction is structured under Section 4(a)(2) and Rule 506(b) of the Securities Act, which are classic exemptions for private placements. This represents a significant dilutive issuance of equity securities that would materially affect a reasonable investor's assessment of ownership and capital structure.
View raw filing on EDGAR →
8-K
Dilutive issuance
confidence 95%
filed 2026-05-29
The filing discloses a Securities Purchase Agreement dated May 27, 2026, under which Wellgistics Health issued convertible promissory notes with an aggregate principal amount of $21.1 million and warrants to accredited investors for $16.9 million in cash. The Notes are convertible into common stock at prices ranging from $1.00 to $6.00 per share, and the PIPE Warrants are exercisable at $7.50 per share, with potential gross proceeds of approximately $42.8 million if fully exercised. This is a classic PIPE (private investment in public equity) transaction involving dilutive securities that require stockholder approval under Nasdaq Listing Rule 5635(d) and impose an Exchange Cap of 19.99% of outstanding shares.
View raw filing on EDGAR →