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
XFLH XFLH Capital Corp

XFLH Capital Corp issued 154,970 placement units of unit to Sponsor for $10.00 per unit.

“Simultaneously with the closing of the IPO, pursuant to the Private Placement Units Purchase Agreement, the Company completed the private sale to the Sponsor of an aggregate of 154,970 placement units (the “Sponsor Private Placement Units”) at a purchase price of $10.00 per unit (the “Private Placement”).”
TMTS Spartacus Acquisition Corp. II

Spartacus Acquisition Corp. II issued 4,125,000 warrants of warrant to Spartacus Sponsor II LLC for $1.00 per Private Placement Warrant, or $4,125,000 in the aggregate.

“Simultaneously with the closing of the IPO, pursuant to the Sponsor Private Placement Warrants Purchase Agreement, the Company completed the private sale of an aggregate of 4,125,000 warrants (the “ Private Placement Warrants ”) to the Sponsor, with each Private Placement Warrant exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per Private Placement Warrant, or $4,125,000 in the aggregate.”
GOVX GeoVax Labs, Inc.

GeoVax Labs, Inc. issued 402,000 shares of common stock of common stock to institutional investors for public offering price of $2.31 per share, net proceeds approximately $865,000.

“purchase an aggregate of 432,902 shares of Common Stock (such shares issuable upon exercise of the Common Warrants, the “Common Warrant Shares”). The public offering price was $2.31 for each Share and $2.30999 per Pre-Funded Warrant. The Pre-Funded Warrants have an exercise price of $0.00001 per share, are exercisable immediately and may be exercised at any”
USEG US ENERGY CORP

US ENERGY CORP issued 2,022,539 shares of Common Stock of common stock to Roth Principal Investments, LLC for aggregate gross proceeds of $2,002,509.10.

“Since the Company’s last periodic report on Form 10-Q filed with the Commission on November 12, 2025, the Company has issued and sold an aggregate of 2,022,539 shares of Common Stock to Roth Principal Investments pursuant to the Purchase Agreement, for aggregate gross proceeds of $2,002,509.10.”
CHUC Charlie's Holdings, Inc.

Charlie's Holdings, Inc. issued 3,550,000 shares of common stock to investors for $0.20 per share.

“Charlie's Holdings, Inc. (the "Company") entered into subscription agreements with investors for the sale of an aggregate of 3,550,000 shares of its common stock, par value $0.001 per share, at a purchase price per share of $0.20 (the “Offering”), $510,000 of which was paid in cash and $200,000 of which was paid in the form of debt forgiveness.”
BCLI BRAINSTORM CELL THERAPEUTICS INC.

BRAINSTORM CELL THERAPEUTICS INC. issued a number of shares equal to 120% of the total number of shares and Pre-Funded Warrants purchased by the Investor of warrant to accredited investor.

“exercisable for a number of shares equal to 120% of the total number of shares and Pre-Funded Warrants purchased by the Investor, with an exercise price of $1.00 per share”
BCLI BRAINSTORM CELL THERAPEUTICS INC.

BRAINSTORM CELL THERAPEUTICS INC. issued warrant to accredited investor for $0.60 less $0.0005 per Pre-Funded Warrant.

“subscription amount under the Purchase Agreement is $1,000,000, consisting of $500,000 at the first closing and $500,000 at the second closing. The per share purchase price is $0.60 and the per Pre-Funded Warrant purchase price is $0.60 less $0.0005, and each Pre-Funded Warrant has an exercise price of $0.00005 per share. The Investor may elect to receive”
BCLI BRAINSTORM CELL THERAPEUTICS INC.

BRAINSTORM CELL THERAPEUTICS INC. issued common stock to accredited investor for $0.60 per share.

“subscription amount under the Purchase Agreement is $1,000,000, consisting of $500,000 at the first closing and $500,000 at the second closing. The per share purchase price is $0.60 and the per Pre-Funded Warrant purchase price is $0.60 less $0.0005, and each Pre-Funded Warrant has an exercise price of $0.00005 per share. The Investor may elect to receive”
IMUX IMMUNIC, INC.

IMMUNIC, INC. issued warrant to certain accredited investors for aggregate gross proceeds to the Company from the issuance and sale of the Warrants is expected to be approximately $200 million.

“Warrant is exercised, and (iii) February 17, 2031. The aggregate gross proceeds to the Company from the issuance and sale of the Warrants is expected to be approximately $200 million, before deducting fees to be paid to the placement agents and financial advisors of the Company and other estimated offering expenses payable by the Company. The aggregate”
FGNX FG Nexus Inc.

FG Nexus Inc. issued common stock.

“On February 10, 2026, FG Nexus Inc., a Nevada corporation (the “Company”), filed an amendment to its Certificate of Change (the “Amendment”) with the Secretary of State of the State of Nevada to effect a 1-for-5 reverse stock split effective at 9:30 a.m. Eastern Time on February 13, 2026 (the “Reverse Stock Split”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Amendment also reduced the Company’s authorized shares of common stock from 900,0000,000 shares to 180,000,000 shares.”
CRCW Crypto Co

Crypto Co issued 16,666,667 shares of the Company's common stock of common stock to Pierre Valldejuli for aggregate purchase price of $25,000.

“The Company agreed to sell and issue to the Investor 16,666,667 shares of the Company’s common stock, par value $0.001 (“ Common Stock ”) for an aggregate purchase price of $25,000.”
JTAI Jet.AI Inc.

Jet.AI Inc. issued one preferred share purchase right per common share of warrant to stockholders of record as of February 24, 2026 for no consideration.

“declared a dividend distribution of one preferred share purchase right on each outstanding share of the Company's common stock.”
CERO CERO THERAPEUTICS HOLDINGS, INC.

CERO THERAPEUTICS HOLDINGS, INC. issued convertible note to Keystone Capital Partners, LLC for $750,000.

“On February 9, 2026, CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”) issued and sold a convertible promissory note for a purchase price of $750,000, having a principal face value of $937,500 (the “Note”) to Keystone Capital Partners, LLC (“Lender”).”
EVMN Evommune, Inc.

Evommune, Inc. issued 4,494,279 shares of common stock of common stock to a select group of new and existing mutual funds and dedicated healthcare institutional investors for $27.88 per share.

“Evommune, Inc. (“Evommune” or the “Company”) (NYSE: EVMN), a clinical-stage biotechnology company developing innovative therapies that target key drivers of chronic inflammatory diseases, today announced that it has entered into a securities purchase agreement to sell 4,494,279 shares of its common stock to a select group of new and existing mutual funds and dedicated healthcare institutional investors in a private placement. The purchase price of each share of common stock is $27.88.”
CMII Columbus Circle Capital Corp II

Columbus Circle Capital Corp II issued 665,000 units of unit to Sponsor and Representatives for $6,650,000.

“Simultaneously with the closing of the IPO, pursuant to the Sponsor Private Placement Units Purchase Agreement and the Representatives’ Private Placement Units Purchase Agreement, the Company completed the private sale of an aggregate of 665,000 units (the “ Private Placement Units ”) to the Sponsor and the Representatives, with each Private Placement Unit consisting of one Class A ordinary share and one third of one redeemable Warrant exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $10.00 per Private Placement Unit, or $6,650,000 in the aggregate.”
IACO Idea Acquisition Corp.

Idea Acquisition Corp. issued 6,000,000 warrants of warrant to Idea Tender LLC and underwriting group (Cantor Fitzgerald & Co., Odeon Capital Group, LLC) for $1.50 per warrant, gross proceeds $9,000,000.

“On February 12, 2026, simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreements, the Company completed the private sale of an aggregate of 6,000,000 warrants (the “ Private Placement Warrants ”) to the Sponsor and the Underwriters at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $9,000,000.”
SVIV Spring Valley Acquisition Corp. IV

Spring Valley Acquisition Corp. IV issued an aggregate of 2,555,556 warrants of warrant to Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC and Clear Street LLC for $0.90 per Private Placement Warrant, generating gross proceeds of $6,341,500.

“On February 11, 2026, simultaneously with the consummation of the Offering, the Company consummated the private placement of 4,490,555 warrants to the Sponsor and an aggregate of 2,555,556 warrants to the Representatives (collectively, the “Private Placement Warrants”) at a price of $0.90 per Private Placement Warrant, generating gross proceeds of $6,341,500 (the “Private Placement”).”
SVIV Spring Valley Acquisition Corp. IV

Spring Valley Acquisition Corp. IV issued 4,490,555 warrants of warrant to Spring Valley Acquisition III Sponsor, LLC for $0.90 per Private Placement Warrant, generating gross proceeds of $6,341,500.

“On February 11, 2026, simultaneously with the consummation of the Offering, the Company consummated the private placement of 4,490,555 warrants to the Sponsor and an aggregate of 2,555,556 warrants to the Representatives (collectively, the “Private Placement Warrants”) at a price of $0.90 per Private Placement Warrant, generating gross proceeds of $6,341,500 (the “Private Placement”).”
STX Seagate Technology Holdings plc

Seagate Technology Holdings plc issued common stock to a limited number of holders of Seagate HDD’s 3.50% Exchangeable Senior Notes due 2028 for $600 million principal amount of notes.

“Seagate Technology Holdings plc (NASDAQ: STX) (“Seagate” or “us”) and Seagate HDD Cayman, a subsidiary of Seagate (“Seagate HDD”) today announced that on February 11, 2026, they entered into separate, privately negotiated exchange agreements with a limited number of holders of Seagate HDD’s 3.50% Exchangeable Senior Notes due 2028 (the “notes”) to exchange (collectively, the “exchanges”) $600 million principal amount of notes for consideration consisting of an aggregate of approximately $599.2 million in cash and a number of Seagate’s ordinary shares”
MIAX MIAMI INTERNATIONAL HOLDINGS, INC.

MIAMI INTERNATIONAL HOLDINGS, INC. issued 2,987 of common stock for Conversion of $61,242 worth of accrued but unpaid interest under a convertible promissory note at a price per share of $20.50.

“Common Stock 1/2/2026 2,987 Conversion of $61,242 worth of accrued but unpaid interest under a convertible promissory note at a price per share of $20.50.”
SDOT Sadot Group Inc.

Sadot Group Inc. issued 10,000 shares of Series A Preferred Stock of preferred stock to Stanley Hills, LLC for aggregate purchase price of $145,244.

“On February 11, 2026, Sadot Group Inc. (the "Company") entered into a Securities Purchase Agreement (the "SPA") with Stanley Hills, LLC (the "Purchaser"), pursuant to which the Company agreed to issue and sell to the Purchaser 10,000 shares of the Company's newly designated Series A Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), for an aggregate purchase price of $145,244 (the "Transaction").”
VTAK Catheter Precision, Inc.

Catheter Precision, Inc. issued 9,489.488 shares of Series J Preferred Stock of preferred stock to David A. Jenkins and FatBoy Capital, LP for accrued royalty amounts totaling a net present value equal to $9,489,487.81.

“Settlement Agreements dated January 9, 2023 between the Company and the Holders previously disclosed by the Company accrued royalty amounts totaling a net present value equal to $9,489,487.81 as of December 31, 2025 are being exchanged for 9,489.488 shares of Series J Preferred Stock, collectively. Per the Exchange Agreements, the accrued royalty amounts and the”
ASBP Aspire Biopharma Holdings, Inc.

Aspire Biopharma Holdings, Inc. issued up to 25,000 shares of preferred stock to certain accredited investors for $11,000,000 aggregate gross proceeds.

“Rule 5636(d) (“ Shareholder Approval ”). Pursuant to the Securities Purchase Agreement, the Company closed on an aggregate of 13,750 Shares resulting in gross proceeds of $11,000,000 including the conversion of $943,801 in existing debt into Shares on the same terms, before deducting fees to be paid to the placement agents and financial advisors of the Company”
SGLA Sino Green Land Corp.

Sino Green Land Corp. issued 193,500 shares of common stock of common stock to individual investors for $1.00 per share for aggregate gross proceeds of $193,500.

“On February 11, 2026, Sino Green Land Corporationo Capital Corp. (the “Company”) entered into a subscription agreement (the “Subscription Agreement”) with individual investors identified in the Subscription Agreement (the “Purchaser”) providing for the private placement of 1 93,500 shares of the Company’s common stock, par value $0.001 (the “Common Stock”), at a per share purchase price of $1.0 0 (the “Offering”) or aggregate gross proceeds of $1 93,500 .”
SGLA Sino Green Land Corp.

Sino Green Land Corp. issued 68,000 shares of common stock to individual investors identified in the Subscription Agreement for $1.20 per share.

“On February 11, 2026, Sino Green Land Corporationo Capital Corp. (the “Company”) entered into a subscription agreement (the “Subscription Agreement”) with individual investors identified in the Subscription Agreement (the “Purchaser”) providing for the private placement of 68,000 shares of the Company’s common stock, par value $0.001 (the “Common Stock”), at a per share purchase price of $1.2 0 (the “Offering”) or aggregate gross proceeds of $81,600.”
SGLA Sino Green Land Corp.

Sino Green Land Corp. issued 22,000 shares of common stock to individual investors identified in the Subscription Agreement for $39,600 ($1.80 per share).

“On February 11, 2026, Sino Green Land Corporationo Capital Corp. (the “Company”) entered into a subscription agreement (the “Subscription Agreement”) with individual investors identified in the Subscription Agreement (the “Purchaser”) providing for the private placement of 22,000 shares of the Company’s common stock, par value $0.001 (the “Common Stock”), at a per share purchase price of $1.80 (the “Offering”) or aggregate gross proceeds of $39,600.”
AREB AMERICAN REBEL HOLDINGS INC

AMERICAN REBEL HOLDINGS INC issued 5,868,547 shares of common stock of common stock to CEDE & Co. for round lot share rounding associated with reverse stock split.

“On February 11, 2026, in connection with the round lot share rounding associated with the reverse stock split, the Company issued 5,868,547 shares of common stock to CEDE & Co. for distribution to stockholders effected by the rounding.”
AREB AMERICAN REBEL HOLDINGS INC

AMERICAN REBEL HOLDINGS INC issued 400,000 shares of common stock of common stock to holders of Series D Convertible Preferred Stock for conversion of 80,000 shares of Series D Convertible Preferred Stock.

“On February 10, 2026, holders of 80,000 shares of Series D Convertible Preferred Stock converted such shares into 400,000 shares of common stock.”
TRNR Interactive Strength, Inc.

Interactive Strength, Inc. issued 160,099 shares of Common Stock of warrant to accredited investor for exercise of Class A Incremental Warrants to purchase a Class A Incremental Note for a principal amount of $131,313.

“On February 9, 2026, the Investor elected to exercise Class A Incremental Warrants (the “Warrant Exercise 2”) to purchase a Class A Incremental Note for a principal amount of $131,313 (the “Class A Incremental Note 2,” collectively with the Class A Incremental Note 2, the “Class A Incremental Note”) and, as a result, was issued Class A Incremental Common Warrants to purchase an aggregate of 160,099 shares of Common Stock (based on the February 5, 2026 closing price of $0.4101).”
TRNR Interactive Strength, Inc.

Interactive Strength, Inc. issued 681,160 shares of Common Stock of warrant to accredited investor for exercise of Class A Incremental Warrants to purchase a Class A Incremental Note for a principal amount of $558,687.

“On February 5, 2026, the Investor elected to exercise Class A Incremental Warrants (the “Warrant Exercise 1”) to purchase a Class A Incremental Note for a principal amount of $558,687 (the “Class A Incremental Note 1”) and, as a result, was issued Class A Incremental Common Warrants to purchase an aggregate of 681,160 shares of Common Stock (based on the February 5, 2026 closing price of $0.4101).”
SLR HC BDC LLC

SLR HC BDC LLC issued approximately 590 thousand of the Company’s units of unit for aggregate offering price of $12.5 million.

“On January 30, 2026, SLR HC BDC LLC (the “Company”) delivered a capital drawdown notice to its members relating to the sale of approximately 590 thousand of the Company’s units (the “Units”), for an aggregate offering price of $12.5 million.”
PEVM PHOENIX MOTOR INC.

PHOENIX MOTOR INC. issued common stock.

“Following such approval, the Company filed the Amendment with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, with an effective time of 4:01 p.m., Eastern Time, on February 13, 2026.”
KSEZ Kinetic Seas Inc.

Kinetic Seas Inc. issued 610,000 shares of common stock of common stock to sophisticated investors for total proceeds of $100,000.

“During the three months ended September 30, 2025, the Company sold 610,000 shares of common stock for total proceeds of $100,000”
LUDG LUDWIG ENTERPRISES, INC.

LUDWIG ENTERPRISES, INC. issued 4,166,667 shares of Common Stock of warrant to Alumni Capital LP for exercise price of $0.06 per share.

“The Warrant is exercisable for up to 4,166,667 shares of Common Stock at an exercise price of $0.06 per share.”
LUDG LUDWIG ENTERPRISES, INC.

LUDWIG ENTERPRISES, INC. issued convertible note to Alumni Capital LP for $250,000 original principal amount.

“the Company issued to the Investor (i) a convertible promissory note in the original principal amount of $250,000 (the "Note") and (ii) a common stock purchase warrant”
MGTI MGT CAPITAL INVESTMENTS, INC.

MGT CAPITAL INVESTMENTS, INC. issued 675,000,000 shares of common stock to accredited investors for $0.001 per share.

“On January 29, 2026, under the terms of the Agreement, the Company completed the private placement for an additional $375,000, for a total of $675,000 of its common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $0.001 per share.”
DYNAVAX TECHNOLOGIES CORP

DYNAVAX TECHNOLOGIES CORP issued convertible note.

“Item 3.03. Material Modification to Rights of Security Holders. The information contained in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.”
CPHI CHINA PHARMA HOLDINGS, INC.

CHINA PHARMA HOLDINGS, INC. issued 12,600,000 restricted shares of common stock of common stock to Xiaoyun Chen for $8.82 million.

“research and development, writing of registration materials, registration application and other technical services. The transfer price as contemplated by the Agreement is $8.82 million, which will be paid in the form of common stock of the Company, par value $0.001 per share, at $0.70 per share. The closing is expected to be completed by February 20, 2026.”
FPH Five Point Holdings, LLC

Five Point Holdings, LLC issued up to an aggregate of 1,500,000 Class A common shares of warrant to certain affiliates of Blue Owl Capital Inc. for exercise price of $7.00 per Class A common share, subject to vesting and other terms and conditions of the Warrants.

“On February 6, 2026, Five Point Holdings, LLC (the “Company”) issued to certain affiliates of Blue Owl Capital Inc. (collectively, the “Warrantholders”) warrants (the “Warrants”) to purchase up to an aggregate of 1,500,000 Class A common shares of the Company (the “Warrant Shares”) at an exercise price of $7.00 per Class A common share, subject to vesting and other terms and conditions of the Warrants.”
AREB AMERICAN REBEL HOLDINGS INC

AMERICAN REBEL HOLDINGS INC issued 149,500 shares of Common Stock of common stock to Silverback Capital Corporation for payment of approximately $111,195.11.

“February 9, 2026, SCC requested the issuance of 149,500 shares of Common Stock to SCC, representing a payment of approximately $111,195.11.”
AREB AMERICAN REBEL HOLDINGS INC

AMERICAN REBEL HOLDINGS INC issued 175,000 shares of common stock of common stock to a holder of Series D Convertible Preferred Stock for conversion of 35,000 shares of Series D Convertible Preferred Stock.

“On February 9, 2026, a holder of 35,000 shares of Series D Convertible Preferred Stock converted such shares into 175,000 shares of common”
AREB AMERICAN REBEL HOLDINGS INC

AMERICAN REBEL HOLDINGS INC issued 150,000 shares of Common Stock of common stock to Silverback Capital Corporation for payment of approximately $111,567.00.

“February 6, 2026, SCC requested the issuance of 150,000 shares of Common Stock to SCC, representing a payment of approximately $111,567.00.”
AREB AMERICAN REBEL HOLDINGS INC

AMERICAN REBEL HOLDINGS INC issued 214,670 shares of common stock of common stock to holders of Series D Convertible Preferred Stock for conversion of 42,934 shares of Series D Convertible Preferred Stock.

“On February 6, 2026, holders of 42,934 shares of Series D Convertible Preferred Stock converted such shares into 214,670 shares of common”
AREB AMERICAN REBEL HOLDINGS INC

AMERICAN REBEL HOLDINGS INC issued 273,000 shares of Common Stock of common stock to Silverback Capital Corporation for payment of approximately $229,814.20.

“February 5, 2026, Silverback Capital Corporation ("SCC"), pursuant to the Settlement Agreement and Stipulation dated as of October 28, 2025, as amended, requested the issuance of 273,000 shares of Common Stock to SCC, representing a payment of approximately $229,814.20.”
AREB AMERICAN REBEL HOLDINGS INC

AMERICAN REBEL HOLDINGS INC issued 270,000 shares of common stock of common stock to holders of Series D Convertible Preferred Stock for conversion of 54,000 shares of Series D Convertible Preferred Stock.

“On February 5, 2026, holders of 54,000 shares of Series D Convertible Preferred Stock converted such shares into 270,000 shares of common”
SDOT Sadot Group Inc.

Sadot Group Inc. issued 300,000 shares of common stock to accredited investors (the Purchasers) for additional consideration for the Debentures.

“the Company issued an aggregate of 300,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to the Purchasers on a pro rata basis (the “Incentive Shares”)”
SDOT Sadot Group Inc.

Sadot Group Inc. issued convertible note to accredited investors (the Purchasers) for $1,086,956.52 aggregate principal amount (funded $1,000,000 after 8% original issue discount).

“the Company agreed to issue and sell, and the Purchasers agreed to purchase, 8% Unsecured Original Issue Discount Debentures (the “Debentures”) in the aggregate principal amount of up to $1,086,956.52 (with a funded amount of $1,000,000 after giving effect to an 8% original issue discount)”
ALAB Astera Labs, Inc.

Astera Labs, Inc. issued up to an aggregate of 3,262,299 shares of common stock of warrant to Amazon.com NV Investment Holdings LLC.

“The Company entered into a Warrant Agreement with Amazon.com NV Investment Holdings LLC (“Warrantholder”), to acquire up to an aggregate of 3,262,299 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Warrant Shares”) at an exercise price of $142.82 per share (the “Warrant”).”
IBATF INTERNATIONAL BATTERY METALS LTD.

INTERNATIONAL BATTERY METALS LTD. issued USD $2.0 million of units of unit to EV Metals VII LLC and its affiliates for USD $0.08 per Unit, for total gross proceeds of USD $2.0 million.

“an insider of the Company controlled by a director of the Company, Jacob Warnock. Under the terms of the LOI, affiliates of EV Metals have agreed to subscribe to purchase USD $2.0 million (the "Offering") of units ("Units"). Each Unit will include one Company common share and one warrant (each, a "Warrant") to purchase one common share and will be priced at USD”
FISN DEEP FISSION, INC.

DEEP FISSION, INC. issued 129,417 shares of Common Stock of warrant to Placement Agents for $15.00 per share exercise price.

“the Company agreed to issue and sell to the Investors a minimum of 1,333,333 shares of Common Stock and a maximum of 2,666,667 shares of Common Stock, at a purchase price of $15.00 per share (the “Per Share Purchase Price”), for a minimum aggregate purchase price of $20,000,000 and a maximum aggregate purchase price of $40,000,000 (the “Offering”). In the”

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.