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
USAQ QHSLab, Inc.

QHSLab, Inc. issued 416,666 warrants of warrant to two accredited investors for nil.

“The shares of common stock and warrants were offered and sold in a private placement to two accredited investors without general solicitation in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.”
USAQ QHSLab, Inc.

QHSLab, Inc. issued 1,666,663 shares of common stock of common stock to two accredited investors for $0.30 per share.

“$495,000. Pursuant to the subscription agreements, the Company issued an aggregate of 1,666,663 shares of common stock, par value $0.0001 per share, at a purchase price of $0.30 per share, together with an aggregate of 416,666 warrants to purchase shares of common stock. Each warrant is exercisable at an exercise price of $0.60 per share and expires on”
RIME Algorhythm Holdings, Inc.

Algorhythm Holdings, Inc. issued common stock to Streeterville Capital, LLC for principal amount of $1,090,000, before deducting an original issue discount of $90,000.

“the Company agreed to issue and sell shares of its common stock to Streeterville in one or more pre-paid purchases (each, a “Pre-Paid Purchase” and collectively, the “Pre-Paid Purchases”) for an aggregate purchase price of up to $20,000,000. Secured Pre-Paid Purchase #3 provides for a third Pre-Paid Purchase in the principal amount of $1,090,000, before deducting an original issue discount of $90,000”
CPHI CHINA PHARMA HOLDINGS, INC.

CHINA PHARMA HOLDINGS, INC. issued 7,000,000 restricted shares of Common Stock of common stock to Juan Zhang for $9.8 million, which will be paid in the form of common stock.

“research and development, writing of registration materials, registration application and other technical services. The transfer price as contemplated by the Agreement is $9.8 million, which will be paid in the form of common stock of the Company, par value $0.001 per share (the “ Common Stock ”), at $1.40 per share. transfer price as contemplated by the”
CapForce Inc.

CapForce Inc. issued common stock to AEI Capital Ltd. for two additional tranches of common stock to the Purchaser of $3.0 million each, for an aggregate amount of $9.0 million.

“to the Purchaser, at any time prior to September 30, 2024, shares of common stock, par value $0.01 per share (the “Shares”), of the Company having an aggregate value of up to $3.0 million (the “Financing”). On October 3, 2024, the Company and the Purchaser entered into a First Amendment to the Purchase Agreement (the “First Amendment”). The First Amendment amended”
AREB AMERICAN REBEL HOLDINGS INC

AMERICAN REBEL HOLDINGS INC issued 25,000 shares of preferred stock to a strategic advisor for for services to be rendered pursuant to a strategic advisory agreement.

“On December 9, 2025, the Company issued 25,000 shares of Series D Convertible Preferred Stock to a strategic advisor for services to be rendered pursuant to a strategic advisory agreement for the period from December 9, 2025 through September 30, 2027.”
BROOKFIELD REAL ESTATE INCOME TRUST INC.

BROOKFIELD REAL ESTATE INCOME TRUST INC. issued 71,775 of common stock to Brookfield and its affiliates for $749,980.

“Date of Unregistered Sale Number of Class E Common Shares Issued to Brookfield and its Affiliates Consideration December 1, 2025 71,775 $749,980”
BROOKFIELD REAL ESTATE INCOME TRUST INC.

BROOKFIELD REAL ESTATE INCOME TRUST INC. issued common stock to employees of Brookfield and its affiliates for NAV per share.

“On December 1, 2025, the Company also sold Class E common shares to certain employees of Brookfield and its affiliates in one or more private offerings.”
BROOKFIELD REAL ESTATE INCOME TRUST INC.

BROOKFIELD REAL ESTATE INCOME TRUST INC. issued 156,112 of common stock to Brookfield and its affiliates for $1,632,685.

“Date of Unregistered Sale Number of Class I Common Shares Issued to Brookfield and its Affiliates Consideration December 19, 2025 156,112 $1,632,685”
BROOKFIELD REAL ESTATE INCOME TRUST INC.

BROOKFIELD REAL ESTATE INCOME TRUST INC. issued 10,103 of common stock to feeder vehicle for $105,386.

“Date of Unregistered Sale Number of Class I Common Shares Issued to Feeder Vehicles Consideration December 19, 2025 10,103 $105,386”
BROOKFIELD REAL ESTATE INCOME TRUST INC.

BROOKFIELD REAL ESTATE INCOME TRUST INC. issued 102,536 of common stock to Adviser for $1,072,366.

“For the month ended November 30, 2025, the Adviser elected to receive its management fees in Class I common shares and the Company issued 102,536 unregistered Class I common shares to the Adviser in satisfaction of the November 2025 management fee of $1,072,366.”
CELU Celularity Inc

Celularity Inc issued 1,258,740 shares of the Company’s Class A common stock of warrant to accredited investor.

“the Company issued the Investor a senior secured convertible promissory note in the principal amount of $3,000,000 (the “Convertible Note” and together with the Senior Note, the “Notes”) and a warrant to purchase up to 1,258,740 shares of the Company’s Class A common stock (the “Convertible Note Warrant”)”
CELU Celularity Inc

Celularity Inc issued convertible note to accredited investor for principal amount of $3,000,000.

“the Company issued the Investor a senior secured convertible promissory note in the principal amount of $3,000,000 (the “Convertible Note” and together with the Senior Note, the “Notes”)”
CELU Celularity Inc

Celularity Inc issued 2,448,917 shares of the Company's Class A common stock of warrant to accredited investor.

“the Company issued the Investor a Senior Secured Non-Convertible Promissory Note in the principal amount of $7,000,000 (the “Senior Note”) and a warrant to purchase up to 2,448,917 shares of the Company’s Class A common stock (the “Senior Note Warrant”)”
Blue Owl Credit Income Corp.

Blue Owl Credit Income Corp. issued 4,359,912 of common stock to feeder vehicles for $40,808,772.

“Date of Unregistered Sale Approximate Number of Shares of Class I Common Stock Consideration As of December 1, 2025 (number of shares finalized on December 22, 2025) 4,359,912 $ 40,808,772”
VELO Velo3D, Inc.

Velo3D, Inc. issued 3,636,363 shares of common stock to certain institutional accredited investors for $8.25 per share.

“On December 22, 2025, Velo3D, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional accredited investors (the “Purchasers”), for the issuance and sale in a private placement of an aggregate of 3,636,363 shares of the Company’s common stock, par value $0.00001 per share (the “Shares”), at a purchase price of $8.25 per share.”
IPW iPower Inc.

iPower Inc. issued convertible note to a certain institutional investor.

“the purchase by the Investor of a 6% original issue discount (OID) convertible note facility in the aggregate original principal amount of $30,000,000 (the “Convertible Note Facility”), in which the Investor will initially purchase (i) a series A senior secured convertible note in the aggregate original principal amount of $5,184,024 (the “Series A Convertible Note”), and shares of common stock, par value, $0.001 per share (the “Common Stock”), issuable pursuant to the terms of the Series A Convertible Notes (the “Series A Conversion Shares”) in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D”
IPW iPower Inc.

iPower Inc. issued convertible note to a certain institutional investor for $1,815,976 aggregate principal amount.

“$1,815,976 aggregate principal amount of a series B senior secured convertible note”
IPW iPower Inc.

iPower Inc. issued convertible note to a certain institutional investor for aggregate original principal amount of $5,184,024.

“series A senior secured convertible note in the aggregate original principal amount of $5,184,024”
NVVE Nuvve Holding Corp.

Nuvve Holding Corp. issued up to an aggregate of 100% of the shares of Common Stock that each Additional Note is convertible into as of the issuance date of warrant to a certain Investor for exercise price of $3.88 per share.

“up to an aggregate of 100% of the shares (the “Warrant Shares”) of Common Stock that each Additional Note is convertible into as of the issuance date, at an exercise price of $3.88 per share (the “Exercise Price”), which represents 95% of the average of the five lowest trading prices in the ten trading days prior to the date the Investor exercised its”
NVVE Nuvve Holding Corp.

Nuvve Holding Corp. issued convertible note to a certain Investor for $111,111.11 principal amount.

“on December 17, 2025, the Company issued to a certain Investor (i) a $111,111.11 principal amount (the “Principal Amount”) senior convertible promissory note, carrying a 10% original issue discount (the “Additional Note”), convertible into shares of Common Stock”
Apollo Debt Solutions BDC

Apollo Debt Solutions BDC issued 4,871,218 Class I Common Shares of common stock to feeder vehicles primarily created to hold the Fund’s Class I Common Shares for $119,043,794.

“the shares sold: Date of Unregistered Sale Amount of Class I Common Shares Consideration As of December 1, 2025 (number of shares finalized on December 23, 2025) 4,871,218 $ 119,043,794”
MRAI Marpai, Inc.

Marpai, Inc. issued warrants to purchase up to 700,000 shares of Common Stock of warrant to certain investors.

“On December 22, 2025, Marpai Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain investors, pursuant to which the Company agreed to issue and sell an aggregate of: (i) 350,000 shares of its Class A common stock, par value $0.0001 per share (the “Common Stock”), and (ii) warrants (the “Common Warrants”) to purchase up to 700,000 shares of Common Stock in a private placement.”
MRAI Marpai, Inc.

Marpai, Inc. issued 350,000 shares of its Class A common stock of common stock to certain investors for purchase price for each share of Common Stock and accompanying Common Warrant is $1.00.

““Common Warrants”) to purchase up to 700,000 shares of Common Stock in a private placement. The purchase price for each share of Common Stock and accompanying Common Warrant is $1.00. The Common Warrants have an exercise price of $1.00 per share, can be exercised immediately following the closing of the private placement offering and will be exercisable for”
Lafayette Square USA, Inc.

Lafayette Square USA, Inc. issued approximately 1.4 million shares of common stock to accredited investors for aggregate offering price of approximately $20.4 million.

“On December 18, 2025, pursuant to a drawdown notice previously delivered to investors, Lafayette Square USA, Inc. (the “Company”) sold approximately 1.4 million shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for an aggregate offering price of approximately $20.4 million.”
INDP Indaptus Therapeutics, Inc.

Indaptus Therapeutics, Inc. issued 300,000 shares of Series AA Convertible Preferred Stock and 700,000 shares of Series AAA Convertible Preferred Stock of preferred stock to David E. Lazar for $6.00 per share of Preferred Stock for aggregate gross proceeds of $6.0 million.

“on December 22, 2025, Indaptus, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with David E. Lazar, pursuant to which he agreed to purchase from the Company 300,000 shares of Series AA Convertible Preferred Stock (the “Series AA Preferred Stock”) and 700,000 shares of Series AAA Convertible Preferred Stock (the “Series AAA Preferred Stock” and, together with the Series AA Preferred Stock, the “Preferred Stock”) of the Company at a purchase price of $6.00 per share of Preferred Stock for aggregate gross proceeds of $6.0 million”
ALLR Allarity Therapeutics, Inc.

Allarity Therapeutics, Inc. issued 255,103 shares of common stock to a certain accredited investor for $0.98 per Share.

“At the Additional Closing, the Company agreed to issue and sell 255,103 shares (the “Additional Shares”) of the Company’s Common Stock, for $0.98 per Share”
MSAI MultiSensor AI Holdings, Inc.

MultiSensor AI Holdings, Inc. issued Warrants to purchase up to 54,517,872 shares of Common Stock of warrant to 325 Capital, LLC and certain other accredited investors.

“On December 23, 2025, the final closing occurred and (i) the Company issued 27,258,936 shares of Common Stock and Warrants to purchase up to 54,517,872 shares of Common Stock to the Investors and (ii) the remaining $11.15 million in gross proceeds from the Private Placement were released to the Company from the third-party escrow account.”
MSAI MultiSensor AI Holdings, Inc.

MultiSensor AI Holdings, Inc. issued 27,258,936 shares of Common Stock of common stock to 325 Capital, LLC and certain other accredited investors for remaining $11.15 million in gross proceeds.

“On December 23, 2025, the final closing occurred and (i) the Company issued 27,258,936 shares of Common Stock and Warrants to purchase up to 54,517,872 shares of Common Stock to the Investors and (ii) the remaining $11.15 million in gross proceeds from the Private Placement were released to the Company from the third-party escrow account.”
Blue Owl Technology Income Corp.

Blue Owl Technology Income Corp. issued 1,361,048 of common stock to feeder vehicles primarily created to hold the Company's Class I shares for $14,154,895.

“Date of Unregistered Sale Approximate Number of Shares of Class I Common Stock Consideration As of December 1, 2025 (number of shares finalized on December 22, 2025) 1,361,048 $ 14,154,895”
First Eagle Private Credit Fund

First Eagle Private Credit Fund issued 4,337 of common stock to a feeder vehicle primarily created to hold the Fund’s common shares for $105,000.

“details the shares sold: Date of Unregistered Sale Amount of Class I Common Shares Consideration As of December 1, 2025 (number of shares finalized on December 19, 2025) 4,337 $ 105,000”
NCL Northann Corp.

Northann Corp. issued 1,500,000 shares of common stock to an individual designated by Lu Wang.

“the Company has agreed to issue and allot 1,500,000 shares of the Company’s common stock, par value $0.001 per share (the “Lu Wang Compensation Shares”) to an individual designated by Lu Wang.”
NCL Northann Corp.

Northann Corp. issued 1,800,000 shares of common stock to two individuals designed by Linkun Investment.

“the Company has agreed to issue and allot 1,800,000 shares of the Company’s common stock, par value $0.001 per share (the “Linkun Investment Compensation Shares”) to two individuals designed by Linkun Investment.”
KKR FS Income Trust

KKR FS Income Trust issued 1,075,920.002 Class I shares of securities to accredited investors for aggregate consideration of approximately $32.030 million.

“On December 1, 2025, KKR FS Income Trust (the “Company”) issued and sold 1,075,920.002 Class I shares (the “Class I Shares”) of the Company’s common shares of beneficial interest (the “Shares”) (with the final number of Class I Shares issued being determined on December 23, 2025) pursuant to subscription agreements entered into with the participating investors for aggregate consideration of approximately $32.030 million”
APTN ADAPTIN BIO, INC.

ADAPTIN BIO, INC. issued 200,000 shares of common stock to certain investors for $5.00 per Share for gross proceeds of $1.0 million.

“On December 22, 2025, Adaptin Bio, Inc. (the “Company”) entered into a subscription agreement (the “Subscription Agreement”) with certain investors and sold 200,000 shares (the “Shares”) of the Company’s common stock (the “Common Stock”) at $5.00 per Share for gross proceeds of $1.0 million in a closing of a private placement offering (the “Offering”).”
Jefferies Credit Partners BDC Inc.

Jefferies Credit Partners BDC Inc. issued 794,440.529 of common stock to certain third-party investors for $11,459,606.

“therefor: Date of Unregistered Sale Amount of Shares NAV per Share Consideration As of December 1, 2025 (number of Shares finalized on December 22, 2025) 794,440.529 $ 14.42475 $ 11,459,606 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto”
KKR FS Income Trust Select

KKR FS Income Trust Select issued 1,166,006.551 Class I shares of common stock to accredited investors for approximately $29.861 million.

“On December 1, 2025, KKR FS Income Trust Select (the "Company") issued and sold 1,166,006.551 Class I shares (the "Class I Shares") of the Company’s common shares of beneficial interest (the "Shares") (with the final number of Class I Shares issued being determined on December 23, 2025) pursuant to subscription agreements entered into with the participating investors for aggregate consideration of approximately $29.861 million”
Lord Abbett Private Credit Fund

Lord Abbett Private Credit Fund issued approximately 2,303,214 of the Company’s common shares of beneficial interest of common stock to accredited investors for $25.20 per Common Share and aggregate offering price of approximately $58.0 million.

“As of December 1, 2025, the Company issued and sold approximately 2,303,214 of the Company’s common shares of beneficial interest (the “Common Shares”) for an aggregate offering price of approximately $58.0 million, reflecting a purchase price of $25.20 per Common Share (with the final number of Common Shares being determined on December 18, 2025).”
Lord Abbett Private Credit Fund S

Lord Abbett Private Credit Fund S issued approximately 239,425 common shares of common stock to accredited investors for aggregate offering price of approximately $6.0 million, reflecting a purchase price of $25.06 per Common Share.

“As of December 1, 2025, Lord Abbett Private Credit Fund S ("we", the "Company" or the "Fund"), issued and sold approximately 239,425 of the Company’s common shares of beneficial interest (the “Common Shares”) for an aggregate offering price of approximately $6.0 million, reflecting a purchase price of $25.06 per Common Share (with the final number of Common Shares being determined on December 18, 2025).”
VistaOne, L.P.

VistaOne, L.P. issued 312,068, 1,542,793, 952,879 Units of unit to third-party investors for aggregate consideration of approximately $85.4 million.

“As of December 1, 2025, VistaOne, L.P. (the “Fund”) sold unregistered limited partnership units (the “Units”) for aggregate consideration of approximately $85.4 million.”
Apollo Origination II (Levered) Capital Trust

Apollo Origination II (Levered) Capital Trust issued 3,463,361.2833 of common stock to certain investors for $95,000,000.

“The following table details the amount of Shares sold and consideration therefor: Date of Unregistered Sale Amount of Shares Consideration December 19, 2025 3,463,361.2833 $ 95,000,000 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned”
Apollo Origination II (UL) Capital Trust

Apollo Origination II (UL) Capital Trust issued 3,143,491.1243 of common stock to certain investors for $85,000,000.

“The following table details the amount of Shares sold and consideration therefor: Date of Unregistered Sale Amount of Shares Consideration December 19, 2025 3,143,491.1243 $ 85,000,000 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned”
Carlyle Private Equity Partners Fund, L.P.

Carlyle Private Equity Partners Fund, L.P. issued 613,882 of unit to certain investors for $16,660,750.

“$18.0 million . The following table provides details on the Units sold to investors by the Fund: Class Number of Units Sold (1,2) Aggregate Consideration (2) Class E-I 613,882 $ 16,660,750 Class E-S 11,050 $ 300,000 Class C (3) 36,417 $ 1,000,000 __________ (1) The number of Units sold by the Fund was finalized on December 23, 2025 , following the calculation of the”
USAU U.S. GOLD CORP.

U.S. GOLD CORP. issued up to an aggregate of 961,077 shares of common stock of warrant to accredited investors.

“In addition, the Company agreed to issue to the Purchasers, unregistered common stock purchase warrants to purchase up to an aggregate of 961,077 shares of common stock.”
USAU U.S. GOLD CORP.

U.S. GOLD CORP. issued 1,922,159 shares of common stock to accredited investors for $16.25 per share.

“On December 23, 2025, U.S. Gold Corp. (the “Company”) entered into a series of securities purchase agreements (the “Purchase Agreements”) with certain investors (the “Purchasers”), for the sale and issuance in a non-brokered private placement of an aggregate of 1,922,159 shares of the Company’s common stock, par value $0.001 per share, at a purchase price of $16.25 per share.”
MITI Mitesco, Inc.

Mitesco, Inc. issued convertible note to C/M Capital Master Fund, L.P. and WVP Emerging Manager Onshore Fund, LLC for $250,000 in aggregate.

“On December 19, 2025 Miteco, Inc. ( the “Company”), entered into two (2) Senior Secured 10% Original Issue Discount Convertible Promissory Notes (the “2025 Bridge Notes”) with C/M Capital Master Fund, L.P. and WVP Emerging Manager Onshore Fund, LLC, each with a potential total funding of $1 million, with an initial funding of $150,000 and $100,000 respectively, for $250,000 in aggregate.”
AWHL Aspira Women's Health Inc.

Aspira Women's Health Inc. issued common stock to Lincoln Park Capital Fund, LLC for up to an aggregate of $10.0 million.

“On December 23, 2025, Aspira Women’s Health Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which Lincoln Park committed to purchase, at the Company’s direction from time to time, up to an aggregate of $10.0 million of the Company’s common stock”
Ares Sports, Media & Entertainment Opportunities LP

Ares Sports, Media & Entertainment Opportunities LP issued Class S Units 3,743; Class I Units 254,298; Class A-S Units 1,389,207; Class A-I Units 513,714 of unit to accredited investors and qualified purchasers for aggregate consideration of approximately $57.8 million.

“On December 1, 2025, Ares Sports, Media and Entertainment Opportunities LP (the “Fund”) sold unregistered limited partnership units (the “Units”) for aggregate consideration of approximately $57.8 million.”
Blackstone Private Real Estate Credit & Income Fund

Blackstone Private Real Estate Credit & Income Fund issued 1,345,636 of common stock to participating investors for $35,000,000.

“The following table details the Common Shares sold: Date of Unregistered Sale Amount of Common Shares Consideration As of December 1, 2025 (number of Common Shares finalized on December 19, 2025) 1,345,636 $35,000,000”
SHAZ SharonAI Holdings Inc.

SharonAI Holdings Inc. issued convertible note to accredited investors for US$ 100,000,000 of unsecured, redeemable, convertible notes.

“On December 19, 2025, SharonAI, Inc. (“SharonAI Inc.”) and SharonAI Pty Ltd (“SharonAI Pty Ltd”), each a subsidiary of SharonAI Holdings Inc. (“SharonAI”), entered into a Convertible Note Agreement (the “Agreement”) with certain investors (the “Noteholders”), pursuant to which the Noteholders agreed to provide financing in the aggregate principal amount of approximately US$ 100,000,000 of unsecured, redeemable, convertible notes (the “Notes”).”

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.