secwatch / observer

Equity Issuances

Unregistered sales and modifications of equity under 8-K Items 3.02/3.03.

8-K items 3.02, 3.03 JSON
AREB AMERICAN REBEL HOLDINGS INC

AMERICAN REBEL HOLDINGS INC issued 650,000 shares of common stock of common stock to Streeterville.

“On February 18, 2026, the Company issued Streeterville 650,000 shares of common stock pursuant to the exchanges set forth in Item 1.01 above.”
AREB AMERICAN REBEL HOLDINGS INC

AMERICAN REBEL HOLDINGS INC issued 1,385,595 shares of common stock of common stock to Streeterville.

“On February 13, 2026, the Company issued Streeterville 1,385,595 shares of common stock pursuant to the exchanges set forth in Item 1.01 above.”
AREB AMERICAN REBEL HOLDINGS INC

AMERICAN REBEL HOLDINGS INC issued 260,001 shares of Series D Convertible Preferred Stock converted such shares into 1,300,005 shares of common stock of preferred stock.

“On February 13, 2026, holders of 260,001 shares of Series D Convertible Preferred Stock converted such shares into 1,300,005 shares of common stock.”
Steele Creek Capital Corp

Steele Creek Capital Corp issued 8,227.937 shares of the Company's common stock of common stock for aggregate offering price of $70,000.00, and a per share purchase price of $8.5076.

“On February 2, 2026, the Company sold 8,227.937 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for an aggregate offering price of $70,000.00, and a per share purchase price of $8.5076.”
J.P. Morgan Real Estate Income Trust, Inc.

J.P. Morgan Real Estate Income Trust, Inc. issued 283,059 Class Y shares of common stock of common stock to accredited investors for $11.46 per share.

“On January 2, 2026, the Company issued 1,072,210 and 283,059 Class E and Class Y shares of common stock at prices per share of $11.43 and $11.46, respectively, to accredited investors in private placements for aggregate purchase prices of $12.25 million and $3.24 million, respectively.”
J.P. Morgan Real Estate Income Trust, Inc.

J.P. Morgan Real Estate Income Trust, Inc. issued 163,139 Class Y shares of common stock of common stock to accredited investors for $11.35 per share.

“On December 1, 2025, the Company issued 371,999, 18,302, and 163,139 Class E, Class I, and Class Y shares of common stock at prices per share of $11.27, $10.52, and $11.35, respectively, to accredited investors in private placements for aggregate purchase prices of $4.19 million, $0.19 million and $1.85 million, respectively.”
J.P. Morgan Real Estate Income Trust, Inc.

J.P. Morgan Real Estate Income Trust, Inc. issued 678,067, 12,253, and 461,021 Class E, Class I, and Class Y shares of common stock of common stock to accredited investors for aggregate purchase prices of $7.74 million, $0.13 million and $5.24 million.

“On February 2, 2026, the Company issued 678,067, 12,253, and 461,021 Class E, Class I, and Class Y shares of common stock at prices per share of $11.42, $10.61, and $11.37, respectively, to accredited investors in private placements for aggregate purchase prices of $7.74 million, $0.13 million and $5.24 million, respectively.”
J.P. Morgan Real Estate Income Trust, Inc.

J.P. Morgan Real Estate Income Trust, Inc. issued 1,072,210 and 283,059 Class E and Class Y shares of common stock of common stock to accredited investors for aggregate purchase prices of $12.25 million and $3.24 million.

“On January 2, 2026, the Company issued 1,072,210 and 283,059 Class E and Class Y shares of common stock at prices per share of $11.43 and $11.46, respectively, to accredited investors in private placements for aggregate purchase prices of $12.25 million and $3.24 million, respectively.”
J.P. Morgan Real Estate Income Trust, Inc.

J.P. Morgan Real Estate Income Trust, Inc. issued 371,999 ... Class E shares of common stock of common stock to accredited investors for aggregate purchase prices of $4.19 million.

“On December 1, 2025, the Company issued 371,999, 18,302, and 163,139 Class E, Class I, and Class Y shares of common stock at prices per share of $11.27, $10.52, and $11.35, respectively, to accredited investors in private placements for aggregate purchase prices of $4.19 million, $0.19 million and $1.85 million, respectively.”
BTM Bitcoin Depot Inc.

Bitcoin Depot Inc. issued every seven shares of issued and outstanding Common Stock of the applicable series were automatically combined into one issued and outstanding share of Common S of common stock to existing shareholders for no new consideration; reverse stock split affects all outstanding shares uniformly.

“On February 19, 2026, Bitcoin Depot Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State for the State of Delaware to effect a one-for-seven (1:7) reverse stock split of the shares of the Company’s Common Stock (as defined below), effective as of 12:01 a.m., Eastern time (the “Effective Time”), on February 23, 2026 (the “Reverse Stock Split”).”
Blue Owl Real Estate Net Lease Trust

Blue Owl Real Estate Net Lease Trust issued 3,355,538 shares of common stock to feeder vehicles primarily created to hold the Company's Class I common shares for gross proceeds of approximately $35.6 million.

“As of February 2, 2026, Blue Owl Real Estate Net Lease Trust (the “ Company ”, “ we ”, or “ us ”) sold 3,355,538 shares of its Class I common shares (with the final number of shares being determined on February 17, 2026) to feeder vehicles primarily created to hold the Company’s Class I common shares for gross proceeds of approximately $35.6 million, based on net asset value (“ NAV ”) per share as of January 31, 2026.”
BKHA Black Hawk Acquisition Corp

Black Hawk Acquisition Corp issued convertible note to Black Hawk Management LLC (the Sponsor) for principal amount of up to $300,000.

“On February 12, 2026, Black Hawk Acquisition Corp., a Cayman Islands exempted company (the “Company”), issued a convertible promissory note (the “Note”) in the principal amount of up to $300,000 to Black Hawk Management LLC (the “Sponsor”).”
Ares Core Infrastructure Fund

Ares Core Infrastructure Fund issued 16,131,764 Common Shares of common stock to accredited investors for aggregate purchase price of $403.7 million.

“In its monthly closing for February 2026, Ares Core Infrastructure Fund (the “Fund”) sold common shares of beneficial interest (“Common Shares”) for an aggregate purchase price of $403.7 million . The number of Common Shares to be issued was finalized on February 19, 2026.”
FIGR Figure Technology Solutions, Inc.

Figure Technology Solutions, Inc. issued common stock.

“On February 12, 2026, Figure Technology Solutions, Inc., a Nevada corporation (the “Company”), filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of the State of Nevada, establishing the rights, preferences, privileges, qualifications, restrictions and limitations of a new series of blockchain common stock, designated as the “Series A Blockchain Common Stock”, par value $0.0001 per share (the “Blockchain Stock”).”
WDC WESTERN DIGITAL CORP

WESTERN DIGITAL CORP issued preferred stock.

“On February 17, 2026, in connection with the Mandatory Conversion, the Company converted all shares issued and outstanding of Preferred Stock into shares of Common Stock”
Cottonwood Communities, Inc.

Cottonwood Communities, Inc. issued 150,686 shares of Series 2025 Preferred Stock of preferred stock to accredited investors for $10.00 per share.

“$150,000,000 in shares of our Series 2025 Preferred Stock (the "Series 2025 Private Offering"). The Series 2025 Preferred Stock is being offered for cash at a purchase price of $10.00 per share (with discounts available to certain categories of purchasers). Sales of Series 2025 Preferred Stock During the period from January 28, 2026 through February 17, 2026,”
UGRO urban-gro, Inc.

urban-gro, Inc. issued an aggregate of 1,000,000 shares of its common stock of common stock to accredited investors for $0.10 per share for aggregate gross proceeds of $200,000.

“investors (the “Investors”). As previously disclosed, the Company agreed to issue shares of its common stock pursuant to the Subscription Agreements at a purchase price of $0.10 per share for aggregate gross proceeds of $200,000. The Company hereby clarifies that, pursuant to the Subscription Agreements, the Company issued an aggregate of 1,000,000 shares”
ExchangeRight Income Fund

ExchangeRight Income Fund issued 6,188 of common stock to accredited investors for $170,000.

“Rule 506(c) of Regulation D promulgated thereunder. The following table details the shares sold: Number of Gross Share Class Shares Sold Proceeds Class D Common Shares 6,188 $ 170,000 Forward-Looking Statements Certain statements contained in this Current Report on Form 8-K other than historical facts may be considered “forward-looking statements,” and, as”
FTCO Fortitude Gold Corp

Fortitude Gold Corp issued 2,520,206 shares of common stock to thirty-two persons for $4.75 per share.

“Between February 3, 2026 and February 17, 2026 the Company sold 2,520,206 shares of its common stock at a price of $4.75 per share to thirty-two persons.”
SDST Stardust Power Inc.

Stardust Power Inc. issued up to $10,000,000 of newly issued shares of common stock of common stock to B. Riley Principal Capital II, LLC for subject to a fixed 3.0% discount to VWAP.

“on Nasdaq during such Market Open Purchase Valuation Period falls below the applicable minimum price threshold determined in accordance with the Purchase Agreement, less a fixed 3.0% discount to the VWAP for such Market Open Purchase Valuation Period. The calculations of the VWAP and the volume of shares traded for purposes of determining whether such volume”
JAGU Jaguar Uranium Corp.

Jaguar Uranium Corp. issued 1,000,000 Common Shares of common stock to Consolidated Uranium Inc. for pursuant to Share Purchase Agreement.

“1,000,000 Common Shares to Consolidated Uranium Inc. pursuant to Share Purchase Agreement dated July 17, 2024”
JAGU Jaguar Uranium Corp.

Jaguar Uranium Corp. issued 3,836,757 Common Shares of common stock to Green Shift Commodities Ltd. for pursuant to Share Purchase Agreement.

“3,836,757 Common Shares to Green Shift Commodities Ltd. pursuant to Share Purchase Agreement dated December 8, 2023”
JAGU Jaguar Uranium Corp.

Jaguar Uranium Corp. issued 50,000 Class A common shares of common stock for upon conversion of a convertible debenture.

“on February 12, 2026, the Company issued (a) 50,000 Class A common shares, no par value, of the Company (the "Common Shares") upon conversion of a convertible debenture to an existing shareholder”
HACQ HCM IV Acquisition Corp.

HCM IV Acquisition Corp. issued 4,666,667 warrants of warrant to Sponsor and the Underwriter for $1.50 per warrant, gross proceeds $7,000,000.

“Simultaneously with the closing of the IPO, pursuant to the Warrant Purchase Agreements, the Company completed the private sale of an aggregate of 4,666,667 warrants (the “ Private Placement Warrants ”) to the Sponsor and the Underwriter at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $7,000,000.”
RFAM RF Acquisition Corp III

RF Acquisition Corp III issued 100,000 Private Placement Units of unit to EarlyBirdCapital, Inc. for $10.00 per Private Placement Unit.

“of the Company, par value $0.0001 per share (the “Ordinary Shares”) and one right to receive one-tenth of one Ordinary Share (the “Rights”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $100,000,000. In connection with the IPO, the Company entered into the following agreements, forms of which were previously”
RFAM RF Acquisition Corp III

RF Acquisition Corp III issued 250,000 private units of unit to Sponsor and its designees for $10.00 per Private Placement Unit.

“the Company completed the private sale of 250,000 private units (the “Private Placement Units”) to the Sponsor and its designees at a purchase price of $10.00 per Private Placement Unit”
CNVS Cineverse Corp.

Cineverse Corp. issued convertible note to certain lenders for aggregate principal amount of $13,000,000.

“On February 12, 2026, the Company issued and sold convertible notes in the aggregate principal amount of $13,000,000 (each, a "Note") to certain lenders”
CIMG CIMG Inc.

CIMG Inc. issued warrant to certain non-U.S. investors.

“The Purchase Agreement also provides for the issuance to the Investors of the Warrants to purchase shares of the Company’s common stock, at an exercise price of $0.57 per share, subject to adjustments in accordance with the terms and conditions of the Warrants.”
CIMG CIMG Inc.

CIMG Inc. issued convertible note to certain non-U.S. investors for aggregate principal amount of $5,000,000.

“On February 11, 2026, CIMG Inc. (the “Company”) entered into a convertible note and warrant purchase agreement (the “Purchase Agreement”) with certain non-U.S. investors (the “Investors”), providing for the private placement of convertible promissory notes in the aggregate principal amount of $5,000,000 (the “Notes”) and warrants to purchase the Company’s shares of common stock (the “Warrants”) in reliance on the registration exemptions of Regulation S (the “Transaction”).”
CHRN EKSO BIONICS HOLDINGS, INC.

EKSO BIONICS HOLDINGS, INC. issued 138,216,820 newly issued shares of common stock to Contributor.

“The Exchanged Shares will be issued in a private placement transaction in reliance on the exemption from the registration requirements provided by Rule 506(b) under Regulation D promulgated under the Securities Act.”
MDRR Medalist Diversified, Inc.

Medalist Diversified, Inc. issued common stock.

“On February 12, 2026, the Company’s board of directors (the “Board”) authorized termination of the Company’s REIT election which when terminated will be effective January 1, 2026. The restrictions on ownership and transfer of Shares (as defined the in the Company’s Articles of Incorporation) set forth in Article VI of the Company’s Articles of Incorporation, including, without limitation, the “Aggregate Share Ownership Limit,” as defined therein, no longer apply.”
DBGI Digital Brands Group, Inc.

Digital Brands Group, Inc. issued up to 9,634,032 shares of common stock of warrant to certain existing holders of Common Share Purchase Warrants for exercise price of $0.66 per share.

“the Company agreed to issue to the Holders new Common Share Purchase Warrants (the “New Warrants”), which New Warrants upon entitle the Holders’ thereof to purchase up 9,634,032 shares of the Company’s common stock (the “Common Stock”) by June 17, 2026 at an exercise price of $0.66 per share”
Cottonwood Communities, Inc.

Cottonwood Communities, Inc. issued 168,008 shares of Series A Convertible Preferred Stock of preferred stock to accredited investors for $1,644,000.

“During the period from February 2, 2026 through February 16, 2026, we issued and sold 168,008 shares of Series A Convertible Preferred Stock in the Series A Convertible Private Offering and received aggregate proceeds of $1,644,000.”
ASTS AST SpaceMobile, Inc.

AST SpaceMobile, Inc. issued convertible note to initial purchasers for $1.0 billion aggregate principal amount.

“On February 17, 2026, AST SpaceMobile, Inc. (the “ Company ”) completed its previously announced private offering (the “ Offering ”) of $1.0 billion aggregate principal amount of 2.25% Convertible Senior Notes due 2036 (the “ Notes ”).”
CING Cingulate Inc.

Cingulate Inc. issued units consisting of convertible preferred stock and warrants of unit to certain affiliates of Falcon Creek Capital Advisor LLC and other institutional investors for $12 million gross proceeds.

“Cingulate Announces the Closing of a $12 Million Private Placement Priced At-the-Market Under Nasdaq Rules KANSAS CITY, Kan., February 17, 2026 — Cingulate Inc. (NASDAQ: CING), a biopharmaceutical company advancing next-generation treatments for ADHD and other CNS disorders, today announced the successful closing of a $12 million private investment in public equity (PIPE) financing, led by certain affiliates of Falcon Creek Capital Advisor LLC (“Falcon Creek Capital”).”
CING Cingulate Inc.

Cingulate Inc. issued 25,786 shares of common stock to a lender for in exchange for a portion of the debt owed.

“On February 6, 2026, Cingulate Inc. (the “ Company ”) issued 25,786 shares of the Company’s common stock, par value $0.0001 per share (“ Common Stock ”), at a value of $6.16 per share to a lender in exchange for a portion of the debt owed to such lender.”
QUCY Quantum Cyber N.V.

Quantum Cyber N.V. issued 1,000,000 of our series E preferred shares, with a nominal value of €0.01 per share of preferred stock to David E. Lazar for $1.50 per share for aggregate gross proceeds of $3 million.

“The First Closing Shares are subject to certain conversion limitations as described below. Simultaneous to entering into the Purchase Agreement on February 13, 2026, Mr. Lazar purchased the First Closing Shares at a price of $1.00 per share for aggregate gross proceeds of $3 million (the “First Closing”). The Purchase Agreement also contemplates that Mr. Lazar will separately purchase and acquire the Second Closing Shares as soon as practicable after we receive the Conversion Approval (as defined below) at a price of $1.50 per share for aggregate gross proceeds of $3 million”
QUCY Quantum Cyber N.V.

Quantum Cyber N.V. issued 1,000,000 of our series D preferred shares, with a nominal value of €0.01 per share of preferred stock to David E. Lazar for $1.50 per share for aggregate gross proceeds of $3 million.

“The First Closing Shares are subject to certain conversion limitations as described below. Simultaneous to entering into the Purchase Agreement on February 13, 2026, Mr. Lazar purchased the First Closing Shares at a price of $1.00 per share for aggregate gross proceeds of $3 million (the “First Closing”). The Purchase Agreement also contemplates that Mr. Lazar will separately purchase and acquire the Second Closing Shares as soon as practicable after we receive the Conversion Approval (as defined below) at a price of $1.50 per share for aggregate gross proceeds of $3 million”
QUCY Quantum Cyber N.V.

Quantum Cyber N.V. issued 1,000,000 of our series C preferred shares, with a nominal value of €0.01 per share of preferred stock to David E. Lazar for $1.00 per share for aggregate gross proceeds of $3 million.

“the Series B Preferred Shares, the “First Closing Shares”), convertible, subject to shareholder approval, into an aggregate of up to 9 million Ordinary Shares in exchange for $3 million; and ● (a) 1,000,000 of our series D preferred shares, with a nominal value of €0.01 per share (the “Series D Preferred Shares”), convertible into an aggregate of up to 225”
QUCY Quantum Cyber N.V.

Quantum Cyber N.V. issued 1,000,000 of our series B preferred shares, with a nominal value of €0.01 per share of preferred stock to David E. Lazar for $1.00 per share for aggregate gross proceeds of $3 million.

“the Series B Preferred Shares, the “First Closing Shares”), convertible, subject to shareholder approval, into an aggregate of up to 9 million Ordinary Shares in exchange for $3 million; and ● (a) 1,000,000 of our series D preferred shares, with a nominal value of €0.01 per share (the “Series D Preferred Shares”), convertible into an aggregate of up to 225”
QUCY Quantum Cyber N.V.

Quantum Cyber N.V. issued 1,000,000 of our series A preferred shares, with a nominal value of €0.01 per share of preferred stock to David E. Lazar for $1.00 per share for aggregate gross proceeds of $3 million.

“the Series B Preferred Shares, the “First Closing Shares”), convertible, subject to shareholder approval, into an aggregate of up to 9 million Ordinary Shares in exchange for $3 million; and ● (a) 1,000,000 of our series D preferred shares, with a nominal value of €0.01 per share (the “Series D Preferred Shares”), convertible into an aggregate of up to 225”
CBLO C2 Blockchain, Inc.

C2 Blockchain, Inc. issued convertible note for $25,000.

“On or about February 5, 2026, the Company issued the Convertible Promissory Note in the principal amount of $25,000 in a private transaction.”
CBLO C2 Blockchain, Inc.

C2 Blockchain, Inc. issued 250,000 shares of common stock to accredited investor for $0.04 per share.

“On or about February 11, 2026, the Company entered into a subscription agreement with an accredited investor for the purchase of 250,000 shares of the Company’s common stock at a purchase price of $0.04 per share for aggregate gross proceeds of $10,000.”
Goldman Sachs Private Credit Corp.

Goldman Sachs Private Credit Corp. issued 12,358,659 of common stock to accredited investors for $308,842,901.

“details the Shares sold: Date of Unregistered Sale Amount of Class I Shares Consideration As of January 1, 2026 (number of shares finalized on January 23, 2026) 12,358,659 $ 308,842,901 The sale of Shares was made pursuant to subscription agreements entered into by the Company and the purchasers thereof. The Company relied, in part, upon representations from the”
RENX RenX Enterprises Corp.

RenX Enterprises Corp. issued an aggregate of 38,751,991 shares of Common Stock of warrant to certain institutional investors for exercisable at a price of $0.15594 per share.

“and until Stockholder Approval (as defined below) is obtained. The First Warrants will have a term of six years from the date of issuance and will be exercisable at a price of $0.15594 per share of Common Stock, and the Second Warrants will have a term of six years from the date that Stockholder Approval is obtained and will be exercisable at a price of $0.15594”
RENX RenX Enterprises Corp.

RenX Enterprises Corp. issued aggregate principal amount of $6,042,985.39 of convertible note to certain institutional investors for net proceeds to the Company from the Private Placement are expected to be approximately $5.4 million.

“Common Stock. The Private Placement closed on February 17, 2026 (the “Closing Date”). The net proceeds to the Company from the Private Placement are expected to be approximately $5.4 million, after deducting placement agent fees and the payment of other offering expenses associated with the offering that were payable by the Company and excluding any deductions for”
JFB JFB Construction Holdings

JFB Construction Holdings issued an aggregate of 802,000 shares of common stock to certain institutional accredited investors for $12.50 per share.

“On February 13, 2026, JFB Construction Holdings (the “Company”) entered into securities purchase agreements (the “Securities Purchase Agreements”) with certain institutional accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors in a private placement an aggregate of 802,000 shares of the Company’s common stock, par value $0.0001 per share (the “Placement Shares”) at a price of $12.50 per share (the “Private Placement”).”
MCGA Yorkville Acquisition Corp.

Yorkville Acquisition Corp. issued 25,000 New Units of convertible note to Yorkville Acquisition Sponsor, LLC for $250,000.00 aggregate principal amount.

“issued a convertible unsecured promissory note (the "Working Capital Note") in the aggregate principal amount of $250,000.00 to Yorkville Acquisition Sponsor, LLC”
PAAC Proem Acquisition Corp. I

Proem Acquisition Corp. I issued 97,500 Ordinary Shares of common stock to Clear Street.

“The Company also issued in a private placement to Clear Street 97,500 Ordinary Shares upon the consummation of the Offering (the “Representative Shares”).”
PAAC Proem Acquisition Corp. I

Proem Acquisition Corp. I issued 292,500 private units of unit to the Sponsor for $10.00 per Private Unit, generating total proceeds of $2,925,000.

“Simultaneously with the closing of the IPO, pursuant to the Private Placement Units Purchase Agreement, the Company consummated a private placement (the “Private Placement”) of an aggregate of 292,500 private units (the “Private Units”) to the Sponsor, at a price of $10.00 per Private Unit, generating total proceeds of $2,925,000.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.