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
VHCP Vine Hill Capital Investment Corp. II

Vine Hill Capital Investment Corp. II issued 5,500,000 Private Placement Warrants of warrant to Vine Hill Capital Sponsor II LLC for $1.00 per Private Placement Warrant.

“the Company consummated the private placement of 5,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $5,500,000”
SONM DNA X, Inc.

DNA X, Inc. issued 18,423 shares of common stock of common stock to 13D Management, LLC for exchange of $180,000 of the Note.

“November 17, 2025 18,423 shares of common stock in consideration of the exchange of $180,000 of the Note.”
SONM DNA X, Inc.

DNA X, Inc. issued 16,187 shares of common stock of common stock to 13D Management, LLC for exchange of $180,000 of the Note.

“October 31, 2025 16,187 shares of common stock in consideration of the exchange of $180,000 of the Note.”
SONM DNA X, Inc.

DNA X, Inc. issued 148,500 shares of common stock of common stock to 13D Management, LLC for exchange of $629,640 of the Note.

“December 16, 2025 148,500 shares of common stock in consideration of the exchange of $629,640 of the Note.”
SONM DNA X, Inc.

DNA X, Inc. issued 223,201 shares of common stock of common stock to DNA Holdings Venture, Inc. for exchange of the membership interest in DNA X.

“December 15, 2025 223,201 shares of common stock in consideration of the exchange of the membership interest in DNA X.”
SONM DNA X, Inc.

DNA X, Inc. issued convertible note to DNA Holdings Venture, Inc. for $1,200,000.

“On December 15, 2025, Sonim Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with DNA Holdings Venture, Inc. (“DNA Holdings”) and issued a convertible promissory note in the original principal amount of $1,200,000 (the “DNA Note”), in a private placement (the “Offering”).”
TWOH Two Hands Corp

Two Hands Corp issued 200,000,000 shares of common stock to former Chief Executive Officer for full satisfaction of $1,836,000 of outstanding indebtedness.

“2025, filed on November 14, 2025, the Settlement Agreement provided for the issuance of an aggregate of 500,000,000 shares of the Company’s common stock in full satisfaction of $1,836,000 of outstanding indebtedness owed under a promissory note. Of such shares, 300,000,000 shares were issued prior to the filing of the Form 10-Q and were disclosed in the subsequent”
ZTS Zoetis Inc.

Zoetis Inc. issued convertible note to Goldman Sachs & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC as representatives of the several initial purchasers for $2.0 billion aggregate principal amount.

“buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of the Notes sold in the Offering was $2.0 billion, which includes $250 million in aggregate principal amount of Notes issued pursuant to the Initial Purchasers’ option to purchase additional Notes on the same terms and”
GRNQ Greenpro Capital Corp.

Greenpro Capital Corp. issued 100,000 shares of common stock to an investor identified in the Subscription Agreement for $1.50 per share.

“On December 18, 2025, Greenpro Capital Corp. (the “Company”) entered into a subscription agreement (the “Subscription Agreement”) with an investor identified in the Subscription Agreement (the “Purchaser”) providing for the private placement of 100,000 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), at a per share purchase price of $1.50 (the “Offering”) or aggregate gross proceeds of $150,000.”
LONA LeonaBio, Inc.

LeonaBio, Inc. issued pre-funded warrants to purchase 8,816,684 shares of Common Stock; Series A warrants to purchase 23,031,494 shares; Series B warrants to purchase 21,259,842 shar of warrant to Commodore Capital LP, TCG Crossover Management LLC, Perceptive Advisors and other accredited investors for $6.349 per pre-funded warrant (including accompanying warrants); Series A exercise price $6.35 per share; Series B exercise price $7.62 per share.

“Shares, the “ PIPE Shares ”). The purchase price for each PIPE Initial Share (including the accompanying PIPE Series A Common Warrants and PIPE Series B Common Warrants) is $6.35 and the purchase price for each PIPE Pre-Funded Warrant (including the accompanying PIPE Series A Common Warrants and PIPE Series B Common Warrants) is $6.349 per each underlying”
LONA LeonaBio, Inc.

LeonaBio, Inc. issued 5,356,547 shares of common stock to Commodore Capital LP, TCG Crossover Management LLC, Perceptive Advisors and other accredited investors for $6.35 per share.

“Shares, the “ PIPE Shares ”). The purchase price for each PIPE Initial Share (including the accompanying PIPE Series A Common Warrants and PIPE Series B Common Warrants) is $6.35 and the purchase price for each PIPE Pre-Funded Warrant (including the accompanying PIPE Series A Common Warrants and PIPE Series B Common Warrants) is $6.349 per each underlying”
LONA LeonaBio, Inc.

LeonaBio, Inc. issued 21,259,842 shares of Common Stock of warrant to a select group of investors, including Commodore Capital LP, TCG Crossover Management LLC, Perceptive Advisors and other accredited investors.

“The PIPE Series B Common Warrants will have an exercise price of $7.62 per share payable on a cashless net exercise basis”
LONA LeonaBio, Inc.

LeonaBio, Inc. issued 23,031,494 shares of Common Stock of warrant to a select group of investors, including Commodore Capital LP, TCG Crossover Management LLC, Perceptive Advisors and other accredited investors.

“The PIPE Series A Common Warrants will have an exercise price of $6.35 per share”
LONA LeonaBio, Inc.

LeonaBio, Inc. issued 8,816,684 shares of Common Stock underlying pre-funded warrants of warrant to a select group of investors, including Commodore Capital LP, TCG Crossover Management LLC, Perceptive Advisors and other accredited investors for $6.349 per underlying share.

“Shares, the “ PIPE Shares ”). The purchase price for each PIPE Initial Share (including the accompanying PIPE Series A Common Warrants and PIPE Series B Common Warrants) is $6.35 and the purchase price for each PIPE Pre-Funded Warrant (including the accompanying PIPE Series A Common Warrants and PIPE Series B Common Warrants) is $6.349 per each underlying”
LONA LeonaBio, Inc.

LeonaBio, Inc. issued 5,356,547 shares of common stock to a select group of investors, including Commodore Capital LP, TCG Crossover Management LLC, Perceptive Advisors and other accredited investors for $6.35 per share.

“Shares, the “ PIPE Shares ”). The purchase price for each PIPE Initial Share (including the accompanying PIPE Series A Common Warrants and PIPE Series B Common Warrants) is $6.35 and the purchase price for each PIPE Pre-Funded Warrant (including the accompanying PIPE Series A Common Warrants and PIPE Series B Common Warrants) is $6.349 per each underlying”
SPCE Virgin Galactic Holdings, Inc

Virgin Galactic Holdings, Inc issued approximately 31.7 million shares of its Common Stock of warrant to certain investors.

“warrants to purchase approximately 31.7 million shares of its Common Stock (the “Purchase Warrants”) (which includes a number of additional Purchase Warrants pursuant to adjustments under the Subscription Agreements), with an exercise price equal to $6.696”
SPCE Virgin Galactic Holdings, Inc

Virgin Galactic Holdings, Inc issued convertible note to certain investors for approximately $212.5 million aggregate principal amount.

“the Company issued and sold for cash, in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), (i) approximately $212.5 million aggregate principal amount of a new series of its 9.80% First Lien Notes due 2028 (the “New Notes”) (which includes approximately $9.9 million aggregate principal amount of additional New Notes pursuant to adjustments under the Subscription Agreements) and (ii) warrants to purchase approximately 31.7 million shares of its Common Stock (the “Purchase Warrants”)”
CSAI CLOUDASTRUCTURE, INC.

CLOUDASTRUCTURE, INC. issued 3,500 shares of Series 2 Stock of preferred stock to Streeterville Capital, LLC for gross proceeds of $3,500,000.

“The Company issued the Tranche 3 Shares to Streeterville on December 15, 2025, and received gross proceeds of $3,500,000.”
KLRS Kalaris Therapeutics, Inc.

Kalaris Therapeutics, Inc. issued pre-funded warrants to purchase 800,000 shares of warrant to certain Investors for $9.9999 per Pre-Funded Warrant.

“pre-funded warrants to purchase 800,000 shares of the Company’s common stock (the “Pre-Funded Warrants”) at a price of $9.9999 per Pre-Funded Warrant”
KLRS Kalaris Therapeutics, Inc.

Kalaris Therapeutics, Inc. issued 4,200,000 shares of common stock to certain institutional accredited investors for $10.00 per Share.

“the Company agreed to issue and sell to the Investors in a private placement an aggregate of 4,200,000 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), at a price of $10.00 per Share”
TRNR Interactive Strength, Inc.

Interactive Strength, Inc. issued 79,755 shares of Common Stock of warrant to the Investor (accredited investor).

“as a result, was issued Class A Incremental Common Warrants to purchase an aggregate of 79,755 shares of Common Stock.”
TRNR Interactive Strength, Inc.

Interactive Strength, Inc. issued convertible note to the Investor (accredited investor) for principal amount of $260,000.

“On December 17, 2025, the Investor elected to exercise Class A Incremental Warrants (the “Warrant Exercise”) to purchase a Class A Incremental Note for a principal amount of $260,000 (the “Class A Incremental Note”) and, as a result, was issued Class A Incremental Common Warrants to purchase an aggregate of 79,755 shares of Common Stock.”
BURU Nuburu, Inc.

Nuburu, Inc. issued 25,000,000 Common Shares of warrant to YA II PN, LTD. for $0.47 per share.

“warrants (“Series 3 Warrants”) to purchase Common Shares exercisable into an aggregate of 25,000,000 Common Shares (the “Series 3 Warrant Shares”) for an exercise price of $0.375”
BURU Nuburu, Inc.

Nuburu, Inc. issued 100,000,000 Common Shares of warrant to YA II PN, LTD. for $0.25 per share.

“warrants (the “Series 2 Warrants”) to purchase Common Shares exercisable into an aggregate of 100,000,000 Common Shares (the “Series 2 Warrant Shares”) for an exercise price of $0.25 per share”
BURU Nuburu, Inc.

Nuburu, Inc. issued 80,000,000 Common Shares of warrant to YA II PN, LTD. for $0.01 per share.

“warrants (the “Series 1 Warrants”) to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), exercisable into an aggregate of 80,000,000 Common Shares (the “Series 1 Warrant Shares”) for an exercise price of $0.01 per share”
BURU Nuburu, Inc.

Nuburu, Inc. issued convertible note to YA II PN, LTD. for $25,000,000.

“On December 17, 2025, Nuburu, Inc. (the “Company”) completed a $25 million financing transaction in accordance with a Securities Purchase Agreement (the “Purchase Agreement”), dated December 13, 2025, with YA II PN, LTD. (the “Purchaser”), pursuant to which, in exchange for an aggregate capital infusion of $23,250,000 (the “Purchase Price”) from the Purchaser, the Company issued to the Purchaser (i) a debenture (the “Debenture”) in the aggregate principal amount of $25,000,000”
VOR Vor Biopharma Inc.

Vor Biopharma Inc. issued 13,876,032 shares of common stock to institutional and accredited healthcare specialist investors for $10.81 per share, gross proceeds approximately $150 million.

“Vor Bio (Nasdaq: VOR), a clinical-stage biotechnology company transforming the treatment of autoimmune diseases, announced today that it has entered into a securities purchase agreement to sell 13,876,032 shares of its common stock at a price of $10.81 per share to a select group of institutional and accredited healthcare specialist investors in a private placement.”
ICU SeaStar Medical Holding Corp

SeaStar Medical Holding Corp issued common stock.

“On December 18, 2025, SeaStar Medical Holding Corporation (“the Company”) held a special meeting of the shareholders (the "Special Meeting") during which the stockholders approved a 1-for-10 reverse stock split of the Company's common stock (the "Reverse Split").”
BNAI Brand Engagement Network Inc.

Brand Engagement Network Inc. issued common stock to BEN Capital Fund One LLC for $2.10 per share.

“On December 17, 2025, BEN Capital Fund One LLC, a long-term investor of the Company, converted $504,684 of matured debt into equity at a conversion price of $2.10 per share, fully satisfying the related principal, accrued interest, and loan fees.”
Stellus Private Credit BDC

Stellus Private Credit BDC issued 491,481 common shares of common stock to investors for $7,500,000 aggregate offering price.

“On December 16, 2025, Stellus Private Credit BDC (the “Company”) delivered a capital drawdown notice to its investors relating to the sale of 491,481 common shares of beneficial interest (the “Shares”) of the Company for an aggregate offering price of $7,500,000.”
Overland Advantage

Overland Advantage issued an aggregate offering price of $79,669,116 (which represents an estimated $24.96 per Common Share) of common stock to investors (accredited investors or non-U.S. persons) for capital call obligations under subscription agreements.

“On December 16, 2025, Overland Advantage (the “ Company ”) delivered capital call notices to its investors relating to the sale of the Company’s common shares of beneficial interest, par value $0.001 per share (the “ Common Shares ”), for an aggregate offering price of $79,669,116 (which represents an estimated $24.96 per Common Share), of which (i) $34,669,116 represented a catch-up capital call for certain investors, and (ii) the remainder represented a pro rata capital call for all investors. The sale is expected to close on December 31, 2025.”
HHH Howard Hughes Holdings Inc.

Howard Hughes Holdings Inc. issued preferred stock to Pershing Square Holdings, Ltd. (PSH) for $1.0 billion.

“into an equity commitment letter (the “Equity Commitment Letter”) pursuant to which PSH has committed, prior to and contingent upon the Closing, to purchase an amount equal to $1.0 billion (or such lesser amount as may be requested by the Company) of the Company’s Non-Voting Exchangeable Perpetual Preferred Stock, par value $0.01 per share (such shares”
CGCT Cartesian Growth Corp III

Cartesian Growth Corp III issued shares of New Factorial Series A Common Stock of common stock to PIPE Investors.

“The shares of New Factorial Series A Common Stock issuable to the PIPE Investors pursuant to the Investor Stock Purchase Agreements will not be registered under the Securities Act”
TPG Private Equity Opportunities, L.P.

TPG Private Equity Opportunities, L.P. issued 1,474,816 Class R-I, 1,328,984 Class R-S of unit to third-party investors for aggregate consideration of $81.4 million.

“On December 1, 2025, TPG Private Equity Opportunities, L.P., a Delaware limited partnership (the “Fund” or “T-POP”), sold unregistered limited partnership units (the “Units”) of the Fund as part of its continuous private offering for aggregate consideration of $81.4 million.”
IRHO Iron Horse Acquisition II Corp.

Iron Horse Acquisition II Corp. issued 200,000 Private Units of unit to Cantor Fitzgerald & Co. for at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $2,000,000.

“Simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of 570,000 private placement units (the " Private Units "), at a purchase price of $10.00 per Private Unit, of which 370,000 Private Units were sold to the Sponsor and 200,000 Private Units were sold to Cantor, generating gross proceeds to the Company of $5,700,000.”
IRHO Iron Horse Acquisition II Corp.

Iron Horse Acquisition II Corp. issued 370,000 Private Units of unit to IRHO SPAC Sponsor LLC for at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $3,700,000.

“Simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of 570,000 private placement units (the " Private Units "), at a purchase price of $10.00 per Private Unit, of which 370,000 Private Units were sold to the Sponsor and 200,000 Private Units were sold to Cantor, generating gross proceeds to the Company of $5,700,000.”
CRAN Crane Harbor Acquisition Corp. II

Crane Harbor Acquisition Corp. II issued 900,000 Units of unit to CCM, Jones, and Crane Harbor Sponsor II, LLC for $10.00 per Placement Unit.

“the Company consummated the issuance and sale (“ Private Placement ”) of 900,000 Units (the “ Placement Units ”) in a private placement transaction at a price of $10.00 per Placement Unit, generating gross proceeds of $9,000,000.”
QMCO QUANTUM CORP /DE/

QUANTUM CORP /DE/ issued convertible note to Dialectic Technology SPV LLC for exchange for amounts then outstanding and owing under term loans.

“On December 18, 2025, the Company closed the transactions contemplated by the Transaction Agreement (the “Closing”), including its issuance to Dialectic, on a dollar-for-dollar basis, senior secured convertible notes in an aggregate principal amount of $54,718,114 (the “Convertible Notes”) in exchange (the “Debt Exchange”) for the amounts then outstanding and owing by the Company to Dialectic under certain term loans held by Dialectic (including principal, any prepayment penalties and exit fees, but excluding any accrued and unpaid interest thereon, the “Term Loans”).”
ASTC ASTROTECH Corp

ASTROTECH Corp issued securities.

“On December 12, 2025, the Company entered into Amendment No. 3 to the Rights Agreement with the Rights Agent (the “Amendment”), which amends the Rights Agreement. The Amendment extends the Final Expiration Date (as defined in the Rights Agreement) to 5:00 P.M., New York City time, on December 20, 2026, unless the Final Expiration Date is further extended by the Company or the rights subject to the Rights Agreement (the “Rights”) are earlier redeemed or exchanged by the Company in accordance with the terms of the Rights Agreement.”
XXII 22nd Century Group, Inc.

22nd Century Group, Inc. issued preferred stock.

“The matters described in Item 1.01 of this Current Report on Form 8-K related to the Preferred Stock and the Certificate of Amendment are incorporated herein by reference.”
LRMR Larimar Therapeutics, Inc.

Larimar Therapeutics, Inc. issued 250,000 shares of newly designated Series A convertible preferred stock of preferred stock to Blue Owl Healthcare Opportunities IV Public Investments LP.

“On December 16, 2025, Larimar Therapeutics, Inc. (the “Company”) entered into an exchange agreement (the “Exchange Agreement”) with Blue Owl Healthcare Opportunities IV Public Investments LP (the “Stockholder”), pursuant to which the Stockholder exchanged 2,500,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for 250,000 shares of newly designated Series A convertible preferred stock, a “toothless” preferred stock, par value $0.001 per share (the “Preferred Stock”) (the “Exchange”).”
TLSS Transportation & Logistics Systems, Inc.

Transportation & Logistics Systems, Inc. issued 10,007 shares of preferred stock to Sebastian Giordano for $1,400,711.62 in Outstanding Liabilities.

“Pursuant to the Settlement Agreement, Mr. Giordano agreed to settle an aggregate of $1,400,711.62 in Outstanding Liabilities in exchange for the issuance of an aggregate of 10,007 shares of the Company’s Series J Senior Convertible Preferred Stock, par value $0.001 per share (the “ Series J Preferred Stock ”).”
FSLY Fastly, Inc.

Fastly, Inc. issued maximum of 15,624,990 shares of common stock to Initial Purchasers.

“A maximum of 15,624,990 shares of the Company’s Class A Common Stock may be issued upon conversion of the Notes (as defined below in Item 8.01), based on the initial maximum conversion rate of 86.8055 shares of the Company’s Class A Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.”
FSLY Fastly, Inc.

Fastly, Inc. issued convertible note to Initial Purchasers.

“The Option Notes (as defined below in Item 8.01) were issued to the Initial Purchasers (as defined below in Item 8.01) in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), in transactions not involving any public offering.”
WHLR Wheeler Real Estate Investment Trust, Inc.

Wheeler Real Estate Investment Trust, Inc. issued 16,000 shares of Common Stock of common stock to December 16 Investor for 1,000 shares of the Series D Preferred Stock and 2,000 shares of the Series B Preferred Stock.

“On December 16, 2025, the Company agreed to issue 16,000 shares of Common Stock to an unaffiliated holder of the Company’s securities (the “December 16 Investor”) in exchange for 1,000 shares of the Series D Preferred Stock and 2,000 shares of the Series B Preferred Stock.”
WHLR Wheeler Real Estate Investment Trust, Inc.

Wheeler Real Estate Investment Trust, Inc. issued 96,000 shares of its common stock of common stock to December 12 Investor for 6,000 shares of the Company's Series D Cumulative Convertible Preferred Stock and 12,000 shares of the Company's Series B Convertible Preferred Stock.

“On December 12, 2025, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 96,000 shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “December 12 Investor”) in exchange for 6,000 shares of the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) and 12,000 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”).”
BSTT Blackstone Real Estate Income Trust, Inc.

Blackstone Real Estate Income Trust, Inc. issued 121,590 of common stock to a feeder vehicle primarily created to hold the Company's Class I common stock and Class C common stock for $1,948,743.

“table details the Shares sold to such feeder vehicle: Date of Unregistered Sale Number of Class C Common Shares Issued to Feeder Vehicle Consideration December 12, 2025 121,590 $1,948,743 SIGNATURE 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”
Cottonwood Communities, Inc.

Cottonwood Communities, Inc. issued 293,449 shares of Series A Convertible Preferred Stock of preferred stock to accredited investors for aggregate proceeds of $2,892,000.

“During the period from December 10, 2025 through December 16, 2025, we issued and sold 293,449 shares of Series A Convertible Preferred Stock in the Series A Convertible Private Offering and received aggregate proceeds of $2,892,000.”
ExchangeRight Income Fund

ExchangeRight Income Fund issued 10,920 of its Class ER-A Common Shares of common stock for $317,000.

“506(c) of Regulation D promulgated thereunder. The following table details the shares sold: Number of Gross Share Class Shares Sold Proceeds * Class ER-A Common Shares 10,920 $ 317,000 * Includes selling commissions described above. Forward-Looking Statements Certain statements contained in this Current Report on Form 8-K other than historical facts may be”
FOA Finance of America Companies Inc.

Finance of America Companies Inc. issued 50,000 shares of preferred stock to Blue Owl for $50 million.

“On December 15, 2025 (the “ Closing Date ”), Finance of America Companies Inc. (the “ Company ”), a Delaware corporation, completed the previously announced issuance and sale of 50,000 shares of the Company’s Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share (the “ Series A Preferred Stock ”), to certain investment funds managed by Blue Owl Alternative Credit Advisors LLC, a Delaware limited liability company, or its affiliates (collectively, “ Blue Owl ”) for an aggregate purchase price of $50 million”

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.