Unregistered sales and modifications of equity under 8-K Items 3.02/3.03.
DEEP FISSION, INC. issued 5,333,333 shares of Common Stock of common stock to accredited and institutional investors for $80.0 million aggregate purchase price.
“the Company issued and sold 5,333,333 shares of Common Stock (the "Shares") to the Investors pursuant to the Subscription Agreements for an aggregate purchase price of $80.0 million”
Advanced Biomed Inc. issued 1,650,710 shares of common stock to the Investor for $500,000.
“the Company issued 1,650,710 shares of Common Stock to the Investor as the consideration for its commitment under the Agreement, with an aggregate value of $500,000 at the time of issuance”
Forgent Power Solutions, Inc. issued up to 73,581,208 shares of Class A Common Stock of common stock to Existing Opco LLC Owners and their respective permitted transferees.
“The maximum number of shares of Class A Common Stock that will be issued in accordance with the redemptions provided for by the Second A&R Opco LLC Agreement is 73,581,208”
Forgent Power Solutions, Inc. issued 16,586,427 of its LLC interests of securities to Forgent Intermediate LLC.
“Forgent Power Solutions LLC sold 16,586,427 of its LLC interests to Forgent Intermediate LLC”
Forgent Power Solutions, Inc. issued 90,167,635 shares of Class B common stock of common stock to existing holders of Forgent Power Solutions LLC's LLC interests.
“the Company issued to the existing holders of Forgent Power Solutions LLC’s LLC interests 90,167,635 shares of Class B common stock”
Cambridge Acquisition Corp. issued 495,500 units of unit to the Sponsor for $10.00 per Private Unit.
“the Company consummated a private placement (the "Private Placement") of an aggregate of 495,500 units (the "Private Units") to the Sponsor, at a price of $10.00 per Private Unit, generating total proceeds of $4,955,000”
REPUBLIC AIRWAYS HOLDINGS INC. issued 2,744,348 shares of common stock to United Airlines, Inc..
“The issuance of 2,744,348 shares of common stock of Republic Airways Holdings Inc. (the “Company”) to United Airlines, Inc. (“United”), upon release from escrow, was made in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder.”
Wheeler Real Estate Investment Trust, Inc. issued 439,300 shares of common stock to two unaffiliated holders for exchange for an aggregate amount of 19,100 shares of Series D Preferred Stock and 38,200 shares of Series B Preferred Stock.
“On February 6, 2026 Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 439,300 shares of its common stock, $0.01 par value per share (the “Common Stock”), to two unaffiliated holders of the Company’s securities (together the “Investors”) in separate exchanges for an aggregate amount of 19,100 shares of the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) and 38,200 shares of the Company's Series B Convertible Preferred Stock (the “Series B Preferred Stock” and, together with the Series D Preferred Stock, the “Preferred Stock”).”
Valion Bio, Inc. issued 437,012 shares of warrant to Tumim Stone Capital, LLC.
“As consideration for the Investor’s commitment to purchase shares of Common Stock, the Company issued a pre-funded warrant to purchase 437,012 shares of Common Stock (the “Pre-Funded Warrants”), to the Investor as a commitment fee (the “Commitment Fee”).”
Nauticus Robotics, Inc. issued certain common stock purchase warrants (the “Warrants”) to purchase up to a number of shares of the Company’s common stock, par value $0.0001 per share (the “Co of warrant to Master Investment Group for part of the Preferred Offering with an aggregate purchase price of up to $3,000,000 for initial preferred shares and potential additional up to $47,000,000.
“On February 6, 2026, Nauticus Robotics, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with Master Investment Group (“Investor”), pursuant to which the Company agreed to issue and sell in a private offering to Investor, (1) certain shares of Series D Convertible Preferred Stock (the “Initial Preferred Shares”) of the Company, $0.0001 par value (the “Series D Preferred Stock”) for an aggregate purchase price of up to $3,000,000 and may issue additional shares of Series D Preferred Stock valued at up to $47,000,000 and (2) certain common stock purchase warrants (the “Warrants”) to purchase up to a number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), equal to 30% of the aggregate purchase price (the “Preferred Offering”).”
Nauticus Robotics, Inc. issued certain shares of Series D Convertible Preferred Stock (the “Initial Preferred Shares”) of the Company, $0.0001 par value (the “Series D Preferred Stock”) of preferred stock to Master Investment Group for aggregate purchase price of up to $3,000,000 and may issue additional shares of Series D Preferred Stock valued at up to $47,000,000.
“On February 6, 2026, Nauticus Robotics, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with Master Investment Group (“Investor”), pursuant to which the Company agreed to issue and sell in a private offering to Investor, (1) certain shares of Series D Convertible Preferred Stock (the “Initial Preferred Shares”) of the Company, $0.0001 par value (the “Series D Preferred Stock”) for an aggregate purchase price of up to $3,000,000 and may issue additional shares of Series D Preferred Stock valued at up to $47,000,000 and (2) certain common stock purchase warrants (the “Warrants”) to purchase up to a number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), equal to 30% of the aggregate purchase price (the “Preferred Offering”).”
ESG Inc. issued 2,800 shares of common stock to Labrys Fund II, L.P. for $4.1859 per share.
“On February 6, 2026, Labrys Fund II, L.P. ( “ Labrys”) converted $11,720.52 of accrued interest and fees under the Company ’ s self-amortizing promissory note dated August 6, 2025, and the Company issued 2,800 shares of common stock to Labrys at a conversion price of $4.1859 per share.”
ESG Inc. issued 23,131 shares of common stock to Moku Foods, Inc. for $100,000.
“On February 8, 2026, in connection with the Intellectual Property & Brand License Agreement (the “ License Agreement”) with Moku Foods, Inc. ( “ Moku”), the Company issued 23,131 shares of its common stock into a book-entry escrow/suspense account as contingent consideration with a stated value of $100,000.”
Nature's Miracle Holding Inc. issued 15,000,000 unregistered shares of common stock to Jinlong Du for settlement and mutual release of litigation claims.
“The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the issuance of the Settlement Shares is incorporated by reference into this Item 3.02. The Settlement Shares will be issued in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), pursuant to Section 4(a)(2) thereof.”
Liminatus Pharma, Inc. issued 4,000,000 shares of common stock to Clear Street LLC for surrender and cancellation of 805,377 warrants.
“On February 6, 2026, Liminatus Pharma, Inc. (the “Company”) entered into a settlement and release agreement (the “Settlement Agreement”) with Clear Street LLC (the “Holder”), pursuant to which the Company agreed to issue 4,000,000 shares (the “Shares”) of its common stock, par value $0.0001 per share (“Common Stock”), to the Holder in exchange for the surrender and cancellation of 805,377 warrants (the “Warrants”) to purchase shares of Common Stock held by the Holder.”
SPACSphere Acquisition Corp. issued 768,529 restricted Class A ordinary shares of common stock to the Sponsor and the direct institutional investors for $2,794,650.
“of the Company (each a “Restricted Class A Ordinary Share”, together with the Private Placement Units, the “Private Placement Securities”), for an aggregate purchase price of $2,794,650. The Private Placement Units, which were purchased by the Sponsor and the direct institutional investors, are identical to the Units, except that the Private Placement Units (and”
SPACSphere Acquisition Corp. issued 279,465 private placement units of unit to the Sponsor and the direct institutional investors for $2,794,650.
“of the Company (each a “Restricted Class A Ordinary Share”, together with the Private Placement Units, the “Private Placement Securities”), for an aggregate purchase price of $2,794,650. The Private Placement Units, which were purchased by the Sponsor and the direct institutional investors, are identical to the Units, except that the Private Placement Units (and”
UNIVERSAL SAFETY PRODUCTS, INC. issued 405,000 shares of its common stock of common stock for $1,503,424.80 of principal and accrued interest under a convertible note.
“Between January 26, 2026 and February 3, 2026, Universal Safety Products, Inc. (the “ Company ”) issued an aggregate of 405,000 shares of its common stock, par value $0.01 per share (the “ Common Stock ”) upon conversion of $1,503,424.80 of principal and accrued interest under a convertible note.”
Ares Real Estate Income Trust Inc. issued 1,350,003 Class S-PR shares and 843,381 Class I-PR shares of common stock to Multiple accredited investors for Gross proceeds of $10,933,625 from Class S-PR shares and $6,776,823 from Class I-PR shares.
“On February 2, 2026 , Ares Real Estate Income Trust Inc. (referred to herein as the “Company,” “we,” “our,” or “us”) issued the following shares in transactions exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Regulation D. The following table details the shares issued and gross proceeds : Number of Shares Issued Gross Proceeds Class S-PR Shares (1)(2) 1,350,003 $ 10,933,625 Class I-PR Shares (1) 843,381 $ 6,776,823”
Tempest Therapeutics, Inc. issued 8,268,495 shares of Common Stock of common stock to Erigen (on behalf of Sellers under the Asset Purchase Agreement) for aggregate purchase price included in the Asset Purchase Agreement.
“in exchange for an aggregate purchase price of 8,268,495 shares of common stock, par value $0.001 per share, of the Company (“ Common Stock ”), to be issued to Erigen on behalf of both Sellers.”
Tempest Therapeutics, Inc. issued 6,784,989 Warrants of warrant to shareholders of record for issued as a dividend on each share of Common Stock outstanding on the Record Date.
“On January 20, 2026, the Company issued a press release announcing that its Board of Directors (the “ Board ”) declared a record date of January 30, 2026 (the “ Record Date ”) for the distribution of a dividend (the “ Warrant Dividend ”) in the form of a warrant to purchase a share of Common Stock (collectively, the “ Warrants ”) for each share of Common Stock outstanding on the Record Date.”
AI Era Corp. issued convertible note to Labrys Fund II, L.P. for $150,000.00 principal amount for a purchase price of $150,000.00.
“On February 4, 2026, the Company entered into a Securities Purchase Agreement (the “Labrys SPA”) with Labrys Fund II, L.P. (“Labrys”), pursuant to which the Company issued to Labrys a convertible promissory note in the principal amount of $150,000.00 (the “Labrys Note”) for a purchase price of $150,000.00.”
AI Era Corp. issued convertible note to Jefferson Street Capital LLC for $77,250.00 principal amount for a purchase price of $75,000.00.
“On February 2, 2026, AI Era Corp. (the “Company”) entered into a Securities Purchase Agreement (the “Jefferson Street SPA”) with Jefferson Street Capital LLC (“Jefferson Street”), pursuant to which the Company issued to Jefferson Street a convertible promissory note in the principal amount of $77,250.00 (the “Jefferson Street Note”) for a purchase price of $75,000.00.”
HealthLynked Corp issued convertible note to Mary S. Dent Gifting Trust for $5,715,811.98 principal amount.
“On February 2, 2026, HealthLynked Corp., a Nevada corporation (the “ Company ”) issued and sold a Senior Secured Convertible Promissory Note in the principal amount of $5,715,811.98 (the “ Note ”) to the Mary S. Dent Gifting Trust (the “ Purchaser ”).”
Liberty Energy Inc. issued 28.9830 shares of Common Stock per $1,000 principal amount of Notes of convertible note to several investment banks acting as initial purchasers for $700.0 million aggregate principal amount (plus $70.0 million exercised option).
“Definitive Agreement. 0.00% Convertible Senior Notes Offering On February 6, 2026, Liberty Energy Inc. (the “ Company ”) completed its previously announced private offering of $700.0 million aggregate principal amount of its 0.00% Convertible Senior Notes due 2031 (the “ Notes ”) to several investment banks acting as initial purchasers (collectively, the “ Initial”
Catheter Precision, Inc. issued 1,616.33 shares newly-designated Series C-1 Convertible Preferred Stock of preferred stock to certain accredited investors for stated value of $1,000 per share.
“of $1.43 (the “Common Shares”) and (ii) 1,616.33 shares newly-designated Series C-1 Convertible Preferred Stock, with a par value of $0.0001 per share and a stated value of $1,000 per share, initially convertible into up to 1,130,301shares of Common Stock, at an initial conversion price of $1.43 per share (the “Series C-1 Preferred Stock” and, together with”
Catheter Precision, Inc. issued 392,608 shares of common stock to certain accredited investors for $1.43 per share.
“Placement Financing”) of an aggregate of (i) 392,608 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a per share purchase price of $1.43 (the “Common Shares”) and (ii) 1,616.33 shares newly-designated Series C-1 Convertible Preferred Stock, with a par value of $0.0001 per share and a stated value of $1,000 per”
FOXO TECHNOLOGIES INC. issued 8,000 shares of the Company’s Series E Cumulative Redeemable Secured Preferred Stock of preferred stock to Rennova Health, Inc. for full satisfaction and extinguishment of $200,000 in aggregate previously advanced amounts.
“”) effective December 31, 2025 with Rennova Health, Inc., a Delaware corporation (“ Rennova ”). Pursuant to the Exchange Agreement, in full satisfaction and extinguishment of $200,000 in aggregate previously advanced amounts (the “ Prior Advances ”) made by Rennova to the Company during the period from December 4, 2025 to December 10, 2025, the Company agreed”
SmartKem, Inc. issued pre-funded warrants to purchase 348,260 shares of Common Stock of warrant to a creditor for in satisfaction of approximately $2,016,821 owed to the Creditor.
“pre-funded warrants (the “Pre-Funded Warrant”) to purchase 348,260 shares of Common Stock in satisfaction of approximately $2,016,821 owed to the Creditor by SmartKem Limited.”
SmartKem, Inc. issued 385,130 shares of the Company’s common stock of common stock to a creditor for at an ascribed price of $2.75 per share.
“The Company agreed to issue to the Creditor (i) 385,130 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at an ascribed price of $2.75 per share”
EQT Exeter Real Estate Income Trust, Inc. issued 203,668.223 Class A-II shares of common stock to accredited investors for for an aggregate purchase price of approximately $2.18 million.
“On February 2, 2026, the Company issued 203,668.223 Class A-II shares of common stock at a price per share of $10.70 to accredited investors in a private placement for an aggregate purchase price of approximately $2.18 million.”
EQT Exeter Real Estate Income Trust, Inc. issued 8,877.807 shares of common stock to accredited investors for for an aggregate purchase price of approximately $94.73 thousand.
“On January 12, 2026, the Company issued 10,162.731 shares of Class A-I common stock at a price per share of $10.70 for an aggregate purchase price of approximately $0.11 million and 8,877.807 shares of Class A-II common stock at a price per share of $10.67 for an aggregate purchase price of approximately $94.73 thousand.”
EQT Exeter Real Estate Income Trust, Inc. issued 10,162.731 shares of common stock to accredited investors for for an aggregate purchase price of approximately $0.11 million.
“On January 12, 2026, the Company issued 10,162.731 shares of Class A-I common stock at a price per share of $10.70 for an aggregate purchase price of approximately $0.11 million and 8,877.807 shares of Class A-II common stock at a price per share of $10.67 for an aggregate purchase price of approximately $94.73 thousand.”
EQT Exeter Real Estate Income Trust, Inc. issued 220.872 shares of common stock to two of the Company’s independent directors for for an aggregate purchase price of approximately $2.53 thousand.
“On January 12, 2026, EQT Exeter Real Estate Income Trust, Inc. (the “Company”) issued 220.872 shares of Class E common stock at a price per share of $11.47 to two of the Company’s independent directors, for an aggregate purchase price of approximately $2.53 thousand.”
Fortress Net Lease REIT issued 4,011,918 common shares of common stock to accredited investors for gross proceeds of approximately $41.6 million.
“On February 2, 2026, Fortress Net Lease REIT (the “Company” or “we”) issued and sold an aggregate of 4,011,918 common shares for gross proceeds of approximately $41.6 million”
ScanTech AI Systems Inc. issued 350,000 shares of common stock to Maximcash Solutions LLC for total discharge amount of $608,997.31 of indebtedness.
“the Company and its respective representatives from and against any and all claims arising out of or relating to the Loan Agreement, including the total discharge amount of $608,997.31 of indebtedness allegedly owed to Maximcash. Further, the Settlement Agreement will act to terminate and cancel the Loan Agreement and all related promissory notes, security”
Principal Credit Real Estate Income Trust issued 32,595.43 common shares of common stock to third party investors for aggregate consideration of approximately $665,000.00.
“On February 2, 2026, the Company sold an aggregate of 32,595.43 common shares (the “Shares”) for aggregate consideration of approximately $665,000.00, to third party investors, plus applicable upfront selling commissions and dealer manager fees.”
FORTRESS CREDIT REALTY INCOME TRUST issued 586,937 common shares of common stock to unknown for gross proceeds of approximately $11.8 million.
“On February 2, 2026, Fortress Credit Realty Income Trust (the “Company” or “we”) issued and sold an aggregate of 586,937 common shares for gross proceeds of approximately $11.8 million, based on net asset value per share of the applicable class of common shares as of December 31, 2025.”
Goldman Sachs Real Estate Finance Trust Inc issued 155,157.557 Class I and 264,525.136 Class S common stock of common stock to accredited investors for $3,889,800 and $6,695,185 respectively.
“and Regulation D thereunder. The following table details the Shares sold: Title of Securities* Number of Shares Sold Aggregate Consideration Class I Common Stock 155,157.557 $3,889,800 Class S Common Stock 264,525.136 $ 6,695,185 (1) (1) Includes upfront selling commissions of $66,185. * The Company views its different series of common stock as being part of a”
Ares Core Infrastructure Fund issued common stock to accredited investors for $403.5 million aggregate purchase price.
“In its monthly closing for February 2026, Ares Core Infrastructure Fund (the “Fund”) has agreed to sell common shares of beneficial interest ("Common Shares"), including Class I Common Shares (“Class I Shares”) and Class S Common Shares (“Class S Shares”) for an aggregate purchase price of $403.5 million.”
Franklin BSP Real Estate Debt, Inc. issued 444,469.38 shares of its Class G common stock, Class G-D common stock, Class G-S common stock, Class E common stock and Class I common stock of common stock to unknown for $11,110,881 (including upfront selling commissions and placement fees).
“$ 1,595,000 Class G-S Common Stock $ 24.84 86,715.22 $ 2,170,966 Class E Common Stock $ 24.90 602.41 $ 15,000 Class I Common Stock $ 25.00 5,500.00 $ 137,500 444,469.38 $ 11,110,881 (1) Includes upfront selling commissions and placement fees of $16,960 for the Class G-S Common Stock. Upon or immediately prior to the occurrence of certain events, including”
Brookfield Private Equity Fund LP issued Class B-2: 991 of common stock to Brookfield Asset Management Ltd. and affiliates, related parties, employees, officers, directors for $25,000.
“details on the Units sold by the Fund: Number of Units Sold (2)(3) Aggregate Consideration (3) Class S 403,514 $ 10,162,500 Class I 1,065,599 $ 26,856,296 Class B-2 991 $ 25,000 (1) The Fund invests alongside other Brookfield-managed vehicles with substantially similar investment objectives and strategies that, together with the Fund, collectively form”
Brookfield Private Equity Fund LP issued Class S: 403,514; Class I: 1,065,599 of common stock to third-party investors, including through Brookfield Private Equity TE Feeder Fund LP for $37,043,796.
“On January 1, 2026, Brookfield Private Equity Fund LP (the “Fund”) sold unregistered limited partnership units (the “Units”) for aggregate consideration of approximately $37,043,796”
Warburg Pincus Access Fund, L.P. issued Class A-1 10,803,520, Class A-2 480,000, Class A-3 118,546, Class E 46,000 of unit to third-party investors and the independent members of the Fund’s Board of Directors for aggregate consideration of $286,201,640.
“On February 2, 2026, the Fund sold unregistered limited partnership units (the “Units”) for aggregate consideration of $286,201,640.”
Cantor Equity Partners VI, Inc. issued 300,000 Class A Ordinary Shares of common stock to Cantor EP Holdings VI, LLC for $10.00 per share, generating gross proceeds of $3,000,000.
“Simultaneously with the closing of the IPO, pursuant to the Private Placement Shares Purchase Agreement, the Company completed the private sale to the Sponsor of 300,000 Class A Ordinary Shares (the “ Private Placement Shares ”) at a purchase price of $10.00 per Private Placement Share, generating gross proceeds to the Company of $3,000,000.”
CAMPBELL FUND TRUST issued unit to existing and/or new unitholders for $1,437,000.00 and $433,039.22 in cash for Series A and Series D, respectively.
“Effective as of January 31, 2026, Registrant sold equity securities in Registrant (“Units of Beneficial Interest”) to existing and/or new unitholders of Registrant in transactions that were not registered under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate estimate consideration for Units of Beneficial Interest, excluding escrow interest, sold on January 31, 2026 was $1,437,000.00 and $433,039.22 in cash for Series A and Series D, respectively.”
NOVAGOLD RESOURCES INC issued 31,020,000 Common Shares of common stock to Underwriters (BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., and Scotia Capital Inc.) for price per share of US$10.00 for gross proceeds of US$310,200,000.
“On February 5, 2026, NOVAGOLD Resources Inc. (“ NOVAGOLD ” or the “ Company ”), closed a “bought deal” private placement of the Company’s common shares, no par value (the “ Common Shares ”). The Common Shares were issued pursuant to an underwriting agreement, dated February 5, 2026 (the “ Underwriting Agreement ”), by and among the Company and BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., and Scotia Capital Inc. (collectively, the “ Underwriters ”), pursuant to which the Underwriters purchased 31,020,000 Common Shares (the “ Offered Shares ”) at a price per share of US$10.00 for gross proceeds of US$310,200,000”
FOCUS UNIVERSAL INC. issued common stock.
“The Board of Directors and stockholders of Focus Universal Inc., a Nevada corporation (the “Company”) approved a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”) at a ratio 10 to 1”
ARTELO BIOSCIENCES, INC. issued up to $25 million (the “Initial Commitment Amount”) in shares of common stock of common stock to Square Gate Capital Master Fund, LLC – Series 5 for 95% of the lowest daily VWAP of the Common Stock.
“applicable Put Date, or (iii) $500,000, subject to waiver by Square Gate in its sole discretion. The purchase price to be paid by Square Gate for the Regular Put Amount will be 95% of the lowest daily VWAP (as defined in the Purchase Agreement) of the Common Stock during the three trading days immediately following the applicable Put Date (the “Regular”
ARTELO BIOSCIENCES, INC. issued 292,398 shares of Common Stock of common stock to Square Gate Capital Master Fund, LLC – Series 5 for aggregate value, as of January 30, 2026, of $500,000.
“In consideration for Square Gate’s execution and delivery of the Purchase Agreement, the Company will issue 292,398 shares of Common Stock to Square Gate (the “Commitment Shares”), having an aggregate value, as of January 30, 2026, of $500,000, as shares and/or as pre-funded warrants.”
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.