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
Semler Scientific, Inc.

Semler Scientific, Inc. issued convertible note.

“the right of the holders of the Notes that were outstanding as of the Effective Time to convert each $1,000 principal amount of such Notes into shares of common stock of Semler Scientific, par value $0.001 per share, or Semler Common Stock, was changed into a right to convert such principal amount of Notes into the number of shares of Strive’s Class A common stock, par value $0.001 per share, or Strive Common Stock”
NGTF NightFood Holdings, Inc.

NightFood Holdings, Inc. issued convertible note to Mast Hill Fund, L.P. for $998,750.00 net proceeds.

“On January 10, 2026, Nightfood Holdings, Inc. (the “Company”), entered into a Securities Purchase Agreement (the “SPA”) with Mast Hill Fund, L.P. (the “Investor”), pursuant to which the Company issued a senior secured promissory note in the aggregate principal amount of $1,175,000.00 (the “Note”), at an original issue discount of fifteen percent (15%), resulting in net proceeds to the Company of $998,750.00, with certain amounts withheld for transaction-related expenses.”
Cottonwood Communities, Inc.

Cottonwood Communities, Inc. issued 133,938 shares of preferred stock to accredited investors for aggregate proceeds of $1,298,577.

“During the period from January 2, 2026 through January 15, 2026, we issued and sold 133,938 shares of Series A Convertible Preferred Stock in the Series A Convertible Private Offering and received aggregate proceeds of $1,298,577.”
DFNS T3 Defense Inc.

T3 Defense Inc. issued common stock to accredited investors.

“The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. The shares of Common Stock and the Convertible Note were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder.”
RAKR Rainmaker Worldwide Inc.

Rainmaker Worldwide Inc. issued 35,469 shares of its Series A Preferred Stock of preferred stock to MAS Capital Investments Inc. for US$1.00 per share, for aggregate consideration of US$35,469, consisting of US$10,000 paid in cash and US$25,469 satisfied through the conversion and extinguishm.

“On January 12, 2026, Rainmaker Worldwide Inc. (the "Company") issued 35,469 shares of its Series A Preferred Stock (the "Preferred Shares") to MAS Capital Investments Inc. (the "Investor") pursuant to a subscription agreement dated January 12, 2026 (the "Subscription Agreement"). The Preferred Shares were issued at a purchase price of US$1.00 per share, for aggregate consideration of US$35,469, consisting of US$10,000 paid in cash and US$25,469 satisfied through the conversion and extinguishment of existing accounts payable owed by the Company to the Investor.”
HLEO Helio Corp /FL/

Helio Corp /FL/ issued up to 330,000 shares of common stock of warrant to January 14 Investor for exercise price of $0.50 per share.

“In connection with the January 14 transaction, the Company also issued to the January 14 Investor a warrant to purchase up to 330,000 shares of common stock at an exercise price of $0.50 per share, exercisable for five years.”
HLEO Helio Corp /FL/

Helio Corp /FL/ issued 75,000 shares of common stock of common stock to accredited investors.

“Pursuant to each Purchase Agreement, the Company issued 75,000 shares of common stock to the applicable Investor as commitment shares, which were earned in full at closing (the “Commitment Shares”).”
HLEO Helio Corp /FL/

Helio Corp /FL/ issued convertible note to accredited investors for $150,000 aggregate purchase price.

“On January 12, 2026 and January 14, 2026, Helio Corporation (the “Company”) entered into separate Securities Purchase Agreements (collectively, the “Purchase Agreements”) with aaccredited investors (each, an “Investor”), pursuant to which the Company issued convertible promissory notes in the original principal amount of $165,000 (each, a “Note”), for an aggregate purchase price of $150,000, reflecting an original issue discount of $15,000.”
KKR Enhanced US Direct Lending Fund-L Inc.

KKR Enhanced US Direct Lending Fund-L Inc. issued 67,860 shares of common stock to KKR Enhanced US Direct Lending Fund-L Holdings L.P. for $70.00 million.

“On January 1, 2026, KKR Enhanced US Direct Lending Fund-L Inc. (the "Company") issued and sold 67,860 shares of the Company’s common shares of beneficial interest (the “Shares”) (with the final number of common shares issued being determined on January 13, 2026) pursuant to a subscription agreement entered into with KKR Enhanced US Direct Lending Fund-L Holdings L.P. (the “Subscriber”) for aggregate consideration of $70.00 million.”
LAGO Evergreen Credit

LAGO Evergreen Credit issued 538,390 unregistered common shares of common stock to accredited investors for $25.41 per Share.

“As of January 2, 2026, LAGO Evergreen Credit sold 538,390 unregistered common shares of beneficial interest (the “Shares”) at a price per Share of $25.41 (with the final number of shares being determined on January 15, 2026) to accredited investors in a private placement of Shares for an aggregate purchase price of $13,680,500.”
YYAI AIRWA INC.

AIRWA INC. issued 4,215,000 shares of common stock to Hongyu Zhou for $1.37 per share.

“The Company agreed to sell to Mr. Zhou 4,215,000 shares of common stock of the Company, par value $0.001 per share (the “ Common Stock ”), at a purchase price of $1.37 per share of Common Stock”
ADNH ADVENT TECHNOLOGIES HOLDINGS, INC.

ADVENT TECHNOLOGIES HOLDINGS, INC. issued convertible note to Chris Antonopoulos for CHF 500,000 principal amount of Secured Promissory Note.

“On January 8, 2026, Advent Technologies Holdings, Inc. (the “Company”) entered into a Secured Promissory Note in the aggregate principal amount of CHF 500,000 (the “Promissory Note”) with Chris Antonopoulos (the “Lender”), with interest accruing at an annual rate of eight and one-half percent (8.5%) to be computed on the basis of a 365-day year and the actual number of days elapsed.”
BIP Ventures Evergreen BDC

BIP Ventures Evergreen BDC issued 376,214 unregistered common shares of beneficial interest of common stock to accredited investors for at a price per Share of $34.51 ... aggregate purchase price of $12,983,147.

“As of January 2, 2026, BIP Ventures Evergreen BDC sold 376,214 unregistered common shares of beneficial interest (the “Shares”) at a price per Share of $34.51 (with the final number of shares being determined on January 14, 2026) to accredited investors in a private placement of Shares for an aggregate purchase price of $12,983,147.”
PAR PAR TECHNOLOGY CORP

PAR TECHNOLOGY CORP issued approximately 398,650 shares of common stock to certain holders for $17.1 million aggregate principal amount of the Notes.

“On January 14, 2026, PAR Technology Corporation (the “Company” or “PAR”) entered into separate and individually negotiated transactions (the “Exchange Agreements”) with certain holders of its outstanding 2.875% Convertible Senior Notes due 2026 (the “Notes”) to exchange approximately $17.1 million aggregate principal amount of the Notes (the “Exchanged Notes”) for approximately 398,650 shares of the Company’s common stock”
INSG INSEEGO CORP.

INSEEGO CORP. issued 767,165 shares of the Company's common stock of common stock to an affiliate of Mubadala Capital.

“On January 14, 2026 (the “Closing Date”), Inseego Corp. (“Inseego” or the “Company”) entered into an Exchange Agreement (the “Exchange Agreement”) with an affiliate of Mubadala Capital (the “Holder”), which held all 25,000 outstanding shares of the Company’s Fixed-Rate Cumulative Perpetual Preferred Stock, Series E (the “Preferred Stock”). Pursuant to the Exchange Agreement, on the Closing Date all of the outstanding shares of Preferred Stock, which had a liquidation value of $42 million as of December 31, 2025, were surrendered and forfeited by the Holder in exchange for the following consideration, having an aggregate value of approximately $26 million and representing a discount of approximately 38% to the liquidation value: (i) $10 million in cash, one-third of which was paid on the Closing Date and the balance of which will be paid in two equal installments on the six and twelve month anniversaries of the Closing Date; (ii) 767,165 shares of the Company’s common stock, par value $”
RKDA Arcadia Biosciences, Inc.

Arcadia Biosciences, Inc. issued securities.

“On January 9, 2026, the Company agreed to reduce the exercise price for the Existing Options to $2.575 per share”
RKDA Arcadia Biosciences, Inc.

Arcadia Biosciences, Inc. issued 56,602 shares of warrant to H.C. Wainwright & Co., LLC for placement agent services.

“The Company also issued to Wainwright or its designees placement agent preferred investment options (the “Placement Agent Options”) to purchase that number of shares of Common Stock ("Placement Agent Option Shares") equal to 7.0% of the aggregate number of shares of Common Stock underlying the Existing Options exercised in the transaction, or 56,602 shares”
RKDA Arcadia Biosciences, Inc.

Arcadia Biosciences, Inc. issued to purchase up to 1,617,190 shares of Common Stock of warrant to certain investors (Participating Holders) for exercise of outstanding preferred investment options at reduced exercise price of $2.575 per share, aggregate gross proceeds of approximately $2.1 million.

“the Participating Holders agreed to exercise for cash the Existing Options at a reduced exercise price of $2.575 per share, in consideration for the Company's agreement to issue new unregistered preferred investment options (the “New Options”) to purchase up to 1,617,190 shares of Common Stock”
USAC USA Compression Partners, LP

USA Compression Partners, LP issued common stock to Seller.

“The issuance of the Common Units was completed in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof.”
YCBD cbdMD, Inc.

cbdMD, Inc. issued 425,000 shares of common stock to Gaia Botanicals, LLC.

“the Company acquired substantially all of Gaia’s assets, including Gaia’s brand name, online CBD marketplace, https://www.bluebirdbotanicals.com/ , related trademarks, inventory, certain other assets, and assumed certain liabilities.”
LCGMF LION COPPER & GOLD CORP.

LION COPPER & GOLD CORP. issued 97,182 common shares of common stock to an advisory services provider (not named) for $0.1029 per share.

“On January 9, 2026, the Company issued 97,182 common shares at a price of $0.1029 per share in connection with an advisory services agreement.”
SKYX SKYX Platforms Corp.

SKYX Platforms Corp. issued 2,000,000 shares of common stock to a new strategic investor for $2.00 per share.

“The Company closed on gross proceeds of $4,000,000. Pursuant to the Purchase Agreement, the investor purchased 2,000,000 shares of the Company’s common stock, no par value per share (the “Common Stock”), at a purchase price of $2.00 per share.”
AREB AMERICAN REBEL HOLDINGS INC

AMERICAN REBEL HOLDINGS INC issued 69,248 shares of common stock of common stock to Boot Capital LLC for converted $33,062.50 of principal.

“On January 13, 2026, Boot Capital LLC converted $33,062.50 of the principal amount owed under the July 7, 2025 promissory note into 69,248 shares of common stock.”
AREB AMERICAN REBEL HOLDINGS INC

AMERICAN REBEL HOLDINGS INC issued 111,551 shares of common stock of common stock to 1800 Diagonal Lending LLC for converted $55,000 of principal.

“On January 12, 2026, 1800 Diagonal Lending LLC converted $55,000 of the principal amount owed under the July 7, 2025 promissory note into 111,551 shares of common stock.”
AREB AMERICAN REBEL HOLDINGS INC

AMERICAN REBEL HOLDINGS INC issued 98,328 shares of common stock of common stock to 1800 Diagonal Lending LLC for converted $50,000 of principal.

“On January 8, 2026, 1800 Diagonal Lending LLC converted $50,000 of the principal amount owed under the July 7, 2025 promissory note into 98,328 shares of common stock.”
AREB AMERICAN REBEL HOLDINGS INC

AMERICAN REBEL HOLDINGS INC issued 65,019 shares of common stock of common stock to Boot Capital LLC for converted $33,062.50 of principal.

“On January 8, 2026, Boot Capital LLC converted $33,062.50 of the principal amount owed under the July 7, 2025 promissory note into 65,019 shares of common stock.”
AREB AMERICAN REBEL HOLDINGS INC

AMERICAN REBEL HOLDINGS INC issued 269,607 shares of Common Stock of common stock to SCC (Silverback Capital Corporation) for payment of approximately $137,500.

“On January 8, 2026, SCC requested the issuance of 269,607 shares of Common Stock to SCC, representing a payment of approximately $137,500.”
AREB AMERICAN REBEL HOLDINGS INC

AMERICAN REBEL HOLDINGS INC issued 30,240 shares of Series D Convertible Preferred Stock of preferred stock to Agile Capital Funding, LLC for Exchange of all amounts due under Loan Agreement.

“On January 12, 2026, the Company issued Agile 30,240 shares of Series D Convertible Preferred Stock pursuant to the Securities Exchange Agreement set forth in Item 1.01 above.”
AREB AMERICAN REBEL HOLDINGS INC

AMERICAN REBEL HOLDINGS INC issued 282,485 shares of the Company's common stock of common stock to Streeterville Capital, LLC for Exchange of $125,000 Second Partitioned Note.

“a second Exchange Agreement (the “Second Exchange”), whereby the Company and Streeterville agreed to partition a new Secured Promissory Note in the original principal amount of $125,000.00 (the “Second Partitioned Note”) from the Note and then cause the outstanding balance of the Note to be reduced by an amount equal to the initial outstanding balance of the Second”
AREB AMERICAN REBEL HOLDINGS INC

AMERICAN REBEL HOLDINGS INC issued 197,122 shares of the Company's common stock of common stock to Streeterville Capital, LLC for Exchange of $100,000 Partitioned Note.

“the principal amount of $5,470,000. Pursuant to the Exchange, the Company and Streeterville agreed to partition a new Secured Promissory Note in the original principal amount of $100,000.00 (the “Partitioned Note”) from the Note and then cause the outstanding balance of the Note to be reduced by an amount equal to the initial outstanding balance of the Partitioned”
MNTS Momentus Inc.

Momentus Inc. issued convertible note to A.G.P./Alliance Global Partners for $500,000 aggregate principal amount.

“Inc., a Delaware corporation (“Momentus”), issued an unsecured convertible promissory note to A.G.P./Alliance Global Partners (“A.G.P.”) in an aggregate principal amount of $500,000 (the “Original Note”). After giving effect to the 1-for-17.85 reverse stock split of the Company’s Class A common stock, par value $0.00001 per share (“Common Stock”), on”
DWTX Dogwood Therapeutics, Inc.

Dogwood Therapeutics, Inc. issued unregistered common stock warrants to purchase up to 4,386,037 shares of Common Stock of warrant to a single institutional investor for combined offering price of $2.8499 per Pre-funded Warrant and accompanying Common Stock Warrant.

“purchase up to 4,386,037 shares of Common Stock (the “Common Stock Warrants,” and together with the Pre-funded Warrants, the “Private Warrants”) at a combined offering price of $2.8499 per Pre-funded Warrant and accompanying Common Stock Warrant. The combined offering price per Share and accompanying Common Stock Warrant is $2.85. ​ Exercise of the Common Stock”
DWTX Dogwood Therapeutics, Inc.

Dogwood Therapeutics, Inc. issued unregistered pre-funded warrants to purchase up to 2,047,089 shares of Common Stock of warrant to a single institutional investor for combined offering price of $2.8499 per Pre-funded Warrant and accompanying Common Stock Warrant.

“purchase up to 4,386,037 shares of Common Stock (the “Common Stock Warrants,” and together with the Pre-funded Warrants, the “Private Warrants”) at a combined offering price of $2.8499 per Pre-funded Warrant and accompanying Common Stock Warrant. The combined offering price per Share and accompanying Common Stock Warrant is $2.85. ​ Exercise of the Common Stock”
DWTX Dogwood Therapeutics, Inc.

Dogwood Therapeutics, Inc. issued 2,338,948 shares of common stock to a single institutional investor for combined offering price per Share and accompanying Common Stock Warrant is $2.85.

“purchase up to 4,386,037 shares of Common Stock (the “Common Stock Warrants,” and together with the Pre-funded Warrants, the “Private Warrants”) at a combined offering price of $2.8499 per Pre-funded Warrant and accompanying Common Stock Warrant. The combined offering price per Share and accompanying Common Stock Warrant is $2.85. ​ Exercise of the Common Stock”
GPGI GPGI, Inc.

GPGI, Inc. issued 106,053,083 shares of Common Stock of common stock to PIPE Investors for purchase price of $18.50 per share, for an aggregate purchase price of approximately $1.96 billion.

“e “PIPE Investors”) in a private placement an aggregate of 106,056,083 shares of Common Stock, at a purchase price of $18.50 per share, for an aggregate purchase price of approximately $1.96 billion. Item 1.01 Entry into a Material Definitive Agreement. Pursuant to the terms of the Transaction”
ZKP Lafayette Digital Acquisition Corp. I

Lafayette Digital Acquisition Corp. I issued 760,000 units of unit to the Sponsor and BTIG for $10.00 per Private Unit.

“the Company consummated a private placement (the “Private Placement”) of an aggregate of 760,000 units (the “Private Units”) to the Sponsor and BTIG, at a price of $10.00 per Private Unit, generating total proceeds of $7,600,000.”
JONES FINANCIAL COMPANIES LLLP

JONES FINANCIAL COMPANIES LLLP issued securities to current general partners and retiring general partners for aggregate price of $39,169,832.

“On January 8, 2026, the Partnership offered subordinated limited partnership interests (the "SLP Interests"), which are fully described in the Partnership's Twenty-Third Amended and Restated Agreement of Registered Limited Liability Limited Partnership, dated November 5, 2025 (which was filed as Exhibit 3.1 to the Partnership’s Current Report on Form 8-K dated November 5, 2025). The Partnership issued the SLP Interests pursuant to Section 4(a)(2) under the Securities Act in a privately negotiated transaction and not pursuant to a public offering or solicitation, to current general partners and retiring general partners of the Partnership for an aggregate price of $39,169,832.”
TANGER PROPERTIES LTD PARTNERSHIP /NC/

TANGER PROPERTIES LTD PARTNERSHIP /NC/ issued convertible note to qualified institutional buyers for $250 million aggregate principal amount.

“On January 12, 2026, Tanger Properties Limited Partnership (the “Operating Partnership”), the operating partnership of Tanger Inc. (the “Company”), issued $250 million aggregate principal amount of its 2.375% Exchangeable Senior Notes due 2031 (the “Notes”), which included $30 million principal amount of Notes purchased pursuant to the full exercise of the option granted to the Initial Purchasers (as defined below) pursuant to the Purchase Agreement (as defined below). The Notes were issued in a private placement (the “Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).”
GPN GLOBAL PAYMENTS INC

GLOBAL PAYMENTS INC issued common stock to GTCR.

“On January 9, 2026, Global Payments issued the Stock Consideration to GTCR in a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).”
IRTC iRhythm Holdings, Inc.

iRhythm Holdings, Inc. issued convertible note.

“the right to convert each $1,000 principal amount of the Convertible Notes into the shares of iRhythm Common Stock shall be changed to a right to convert such principal amount of Securities into the number of shares of iRhythm Holdings Common Stock equal to the Conversion Rate (as defined in the Indenture)”
IBIO iBio, Inc.

iBio, Inc. issued pre-funded warrants to purchase up to 9,653,257 shares of common stock of warrant to institutional investors for purchase price per pre-funded warrant of $2.349 (equal to share price minus $0.001 exercise price).

“On January 8, 2026, iBio, Inc., a Delaware company (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors, in a private placement priced at-the-market consistent with the rules of the Nasdaq Stock Market LLC (the “Private Placement”) an aggregate of 1,408,481 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”) and, in lieu of Shares, pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 9,653,257 shares of Common Stock (the “Pre-Funded Warrant Shares”).”
IBIO iBio, Inc.

iBio, Inc. issued 1,408,481 shares of common stock of common stock to institutional investors for purchase price per share of $2.35; aggregate gross proceeds approx. $26 million.

“warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 9,653,257 shares of Common Stock (the “Pre-Funded Warrant Shares”). The purchase price per Share is $2.35. The purchase price per Pre-Funded Warrant is $2.349, which is equal to the purchase price per Share, minus the exercise price of $0.001 for each Pre-Funded Warrant. The Private”
JAGX Jaguar Health, Inc.

Jaguar Health, Inc. issued up to an aggregate of 350,000 shares of warrant to two accredited investors for initial exercise price equal to $1.00 per share.

“of 350,000 shares (the “Warrant Shares”) of the Company’s voting common stock, par value $0.0001 per share (the “Common Stock”), with an initial exercise price equal to $1.00 per share, subject to adjustment for reclassification of the Common Stock, non-cash dividend, stock split, reverse stock split or other similar transaction (the “Exercise Price”).”
JAGX Jaguar Health, Inc.

Jaguar Health, Inc. issued convertible note to two accredited investors for $350,000 aggregate principal amount.

“the Company issued $350,000 aggregate principal amount of unsecured promissory notes (collectively, the “Notes”) to such Investors.”
JAGX Jaguar Health, Inc.

Jaguar Health, Inc. issued 350,000 shares of warrant to two accredited investors for $350,000 aggregate principal amount of unsecured promissory notes.

“entered into securities purchase agreements (the “Securities Purchase Agreements”) with two accredited investors (each, an “Investor”), pursuant to which the Company issued $350,000 aggregate principal amount of unsecured promissory notes (collectively, the “Notes”) to such Investors. The Company will use the proceeds for working capital and other general”
SCTH Securetech Innovations, Inc.

Securetech Innovations, Inc. issued 1,430 shares of preferred stock to three shareholders for 14,300,000 shares of common stock.

“On January 7, 2026, SecureTech Innovations, Inc. (“ SecureTech ”) entered into Share Exchange Agreements with three shareholders. In these agreements, an aggregate of 14,300,000 shares of SecureTech's common stock were exchanged for 1,430 shares of its Series A Preferred Stock, with a par value of $0.001 per share.”
OSTX OS Therapies Inc

OS Therapies Inc issued up to an aggregate of 5,382,148 shares of warrant to less than 10 accredited investors for $1.40 per share.

“September 1, 2025 (the “Existing Warrants”). Pursuant to the Inducement Letters, the Holders agreed to exercise for cash their Existing Warrants at a reduced exercise price of $1.40 per share (the “Inducement Exercise Price”) in consideration of the Company’s agreement to issue new common stock purchase warrants (the “New Warrants”) to purchase up to an”
BCAB BioAtla, Inc.

BioAtla, Inc. issued one (1) share of preferred stock to Jay M. Short, Ph.D. for $0.01.

“to Jay M. Short, Ph.D., the Company’s Chairman, Chief Executive Officer and co-founder, for the purchase price of $0.01.”
DRCT Direct Digital Holdings, Inc.

Direct Digital Holdings, Inc. issued common stock.

“The Reverse Stock Split became effective at 12:01am on January 12, 2026, and the Class A common stock was quoted on the Nasdaq Capital Market on a post-Reverse Stock Split basis at the open of business on January 12, 2026.”
FEAM 5E Advanced Materials, Inc.

5E Advanced Materials, Inc. issued up to 2,816,346 shares of warrant to BEP Special Situations IV LLC and Ascend Global Investment Fund SPC for and on behalf of Strategic SP, or their respective affiliates for $10.0 million aggregate notional value; exercise price $3.5507 per share.

“On January 7, 2026, the Company and the Guarantors entered into the Letter Agreement, pursuant to which the Company agreed to issue warrants (the “Warrants”) to purchase up to $10.0 million of Common Stock in exchange for the Guarantors agreeing to provide a guarantee for the EXIM Loan. On January 7, 2026, the Company issued the Warrants pursuant to the Letter Agreement.”

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.