Unregistered sales and modifications of equity under 8-K Items 3.02/3.03.
Q/C TECHNOLOGIES, INC. issued up to an aggregate of 212,500 shares of common stock of warrant to Ocean Avenue Holdings LLC.
“(ii) issue warrants to purchase up to an aggregate of 212,500 shares of common stock, par value $0.001 per share (“Common Stock”), of the Company at an exercise price equal to $5.097 per share”
Netcapital Inc. issued 950,000 shares of the Company’s common stock of common stock to Rivetz Corp..
“the Company agreed to issue to Rivetz 950,000 shares of the Company’s common stock, par value $0.001 per share (the “Buyer Stock”).”
Fastly, Inc. issued $160,000,000 aggregate principal amount of 0% Convertible Senior Notes due 2030, convertible into shares of Class A Common Stock at initial conversion rate of 6 of convertible note to initial purchasers for not disclosed.
“The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Notes were issued to the initial purchasers 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.”
Virgin Galactic Holdings, Inc issued warrants to purchase an aggregate of up to approximately 30.3 million of shares of Common Stock, exercisable from six months from the date of issue until five y of warrant to certain investors for cash.
“the Company will issue and sell for cash, in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), (i) approximately $202.6 million aggregate principal amount of a new series of its 9.80% First Lien Notes due 2028 (the “New Notes”) (subject to adjustment described below) and (ii) warrants, exercisable from six months from the date of issue until five years from the date of issue, to purchase an aggregate of up to approximately 30.3 million of shares of Common Stock (the “Purchase Warrants”) (subject to adjustment described below), at an exercise price equal to 155% of the purchase price of the Shares as discussed above (collectively, the “Private Placement””
Virgin Galactic Holdings, Inc issued pre-funded warrants to purchase shares of common stock of warrant to certain investors for cash.
“the Company entered into separate, privately negotiated subscription agreements with certain investors (the “Subscription Agreements”) pursuant to which it will issue and sell for cash, in a registered direct offering, an aggregate of approximately $45.6 million of (i) shares (the “Shares”) of its common stock, par value $0.0001 per share ( “Common Stock”), and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of its Common Stock (collectively, the “Registered Offering”).”
Virgin Galactic Holdings, Inc issued shares of common stock, par value $0.0001 per share of common stock to certain investors for cash.
“the Company entered into separate, privately negotiated subscription agreements with certain investors (the “Subscription Agreements”) pursuant to which it will issue and sell for cash, in a registered direct offering, an aggregate of approximately $45.6 million of (i) shares (the “Shares”) of its common stock, par value $0.0001 per share ( “Common Stock”), and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of its Common Stock (collectively, the “Registered Offering”).”
Aprea Therapeutics, Inc. issued 2,623,023 shares of common stock to accredited investors and Company insiders for combined effective offering price of $1.165 per share, expected aggregate gross proceeds at closing of approximately $3.1 million.
“and together with the Pre-Funded Warrants, the “Warrants”). The combined effective offering price of each Private Placement Share and accompanying Common Warrant to be issued is $1.165 and represents the “Minimum Price” in accordance with Nasdaq Listing Rule 5635(d), for expected aggregate gross proceeds at closing of approximately $3.1 million. The closing of”
Strive, Inc. issued shares of its Variable Rate Series A Perpetual Preferred Stock, $0.001 par value per share of preferred stock to Cantor Fitzgerald & Co., Barclays Capital Inc., Clear Street LLC for aggregate sales price of up to $500,000,000.
“On December 9, 2025, Strive, Inc. (the “ Company ”) entered into a Controlled Equity Offering SM Sales Agreement (the “ Sales Agreement ”) with each of Cantor Fitzgerald & Co. (“ Cantor ”), Barclays Capital Inc. (“ Barclays ”) and Clear Street LLC (“ Clear Street ”) (each, an “ Agent ” and collectively, the “ Agents ”), pursuant to which the Company from time to time, at its option, may offer and sell shares (the “ ATM Shares ”) of its Variable Rate Series A Perpetual Preferred Stock, $0.001 par value per share (the “ SATA Stock ”) to or through the Agents, acting as principal and/or agent, having an aggregate sales price of up to $500,000,000 (the “ ATM Offering ”).”
Activate Energy Acquisition Corp. issued 415,000 private placement units of unit to Activate Energy Sponsors LLC for $10.00 per unit, total $4,150,000.
“Simultaneously with the closing of the IPO, pursuant to the Sponsor Private Placement Unit Agreement, the Company completed the private sale of an aggregate of aggregate of 415,000 private placement units (the “ Sponsor Private Placement Units ”) to the Sponsor at a purchase price of $10.00 per Sponsor Private Placement Unit, generating gross proceeds to the Company of $4,150,000.”
Peraso Inc. issued 1,293,650 shares of warrant to each holder of the Series C Warrants.
“extended the expiration date of its outstanding Series C Warrants (the “Series C Warrants”) from 5:00 p.m. (New York City time) on December 5, 2025 to 5:00 p.m. (New York City time) on January 7, 2026, by entering into a third amendment with each holder of the Series C Warrants (the “Amendments”).”
Dror Ortho-Design, Inc. issued convertible note to accredited investors for aggregate principal amount of $200,000.
“Agreement, the Company agreed to sell to the Purchasers in a private placement (the “Private Placement”), Debentures (the “Debentures”) in an aggregate principal amount of $200,000 due February 2, 2026 (the “Maturity Date”). In addition, pursuant to the Purchase Agreement the Company agreed to issue (A) subject to the consummation of a public offering by”
Ascent Solar Technologies, Inc. issued Placement Agent Warrants to purchase up to an aggregate of 71,795 shares of Common Stock of warrant to H.C. Wainwright & Co., LLC (Placement Agent) for cash fee of 7.0% of gross proceeds and expense reimbursement.
“with H.C. Wainwright & Co., LLC (the “Placement Agent”), the Company agreed to pay the Placement Agent in connection with the Private Placement (i) a cash fee equal to 7.0% of the aggregate gross proceeds received in the Private Placement, and (ii) reimbursement of up to $85,000 for legal fees and expenses, and out of pocket expenses and”
Ascent Solar Technologies, Inc. issued Series A Warrants to purchase up to 1,025,643 shares of Common Stock of warrant to institutional and accredited investors for part of unit with Shares and Pre-Funded Warrants; exercise price $1.70 per share.
“On December 5, 2025, Ascent Solar Technologies, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with certain institutional and accredited investors (the "Investors") for the issuance and sale in a private placement (the "Private Placement") of (i) 769,232 shares (the "Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock"), (ii) pre-funded warrants ("Pre-Funded Warrants") to purchase up to 256,411 shares of Common Stock, at an exercise price of $0.0001 per share, (iii) Series A warrants (the "Series A Warrants") to purchase up to 1,025,643 shares of Common Stock at an exercise price of $1.70 per share, and (iv) Series B warrants (the "Series B Warrants" and, together with the Series A Warrants, the "Warrants") to purchase up to 1,025,643 shares of Common Stock at an exercise price of $1.70 per share.”
Ascent Solar Technologies, Inc. issued Pre-Funded Warrants to purchase up to 256,411 shares of Common Stock of warrant to institutional and accredited investors for purchase price per Pre-Funded Warrant and accompanying Warrants was $1.9499.
“Warrants, the “Warrants”) to purchase up to 1,025,643 shares of Common Stock at an exercise price of $1.70 per share. The purchase price per Share and accompanying Warrants was $1.95 and the purchase price per Pre-Funded Warrant and accompanying Warrants was $1.9499. The Series A Warrants and Series B Warrants have an exercise price of $1.70 per share and are”
Ascent Solar Technologies, Inc. issued 769,232 shares of common stock to institutional and accredited investors for purchase price per Share and accompanying Warrants was $1.95.
“Warrants, the “Warrants”) to purchase up to 1,025,643 shares of Common Stock at an exercise price of $1.70 per share. The purchase price per Share and accompanying Warrants was $1.95 and the purchase price per Pre-Funded Warrant and accompanying Warrants was $1.9499. The Series A Warrants and Series B Warrants have an exercise price of $1.70 per share and are”
Wheeler Real Estate Investment Trust, Inc. issued 451,200 shares of Common Stock of common stock to an unaffiliated holder of the Company’s securities for in exchange for 37,600 shares of the Series D Preferred Stock and 75,200 shares of the Series B Preferred Stock.
“On December 8, 2025, the Company agreed to issue 451,200 shares of Common Stock in the aggregate to an unaffiliated holder of the Company’s securities (the “December 8 Investor”) in exchange for 37,600 shares of the Series D Preferred Stock and 75,200 shares of the Series B Preferred Stock.”
Wheeler Real Estate Investment Trust, Inc. issued 429,000 shares of its common stock of common stock to two unaffiliated holders of the Company’s securities for in exchange for an aggregate amount of 33,000 shares of the Company’s Series D Cumulative Convertible Preferred Stock and 66,000 shares of the Company's Series.
“On December 5, 2025, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 429,000 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 “ December 5 Investors”) in separate exchanges for an aggregate amount of 33,000 shares of the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) and 66,000 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”).”
BC Partners Lending Corp issued approximately 7,515 shares of the Company's common stock of common stock to investors for aggregate offering price of $150,000.
“On December 4, 2025, BC Partners Lending Corporation (the “Company”) delivered a capital drawdown notice to its investors relating to the issuance of approximately 7,515 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for an aggregate offering price of $150,000.”
Arrive AI Inc. issued convertible note to Streeterville for $3,000,000 in proceeds.
“Under the Pre-Paid Purchase No. 3, the Investor paid $3,000,000 to the Company, representing the purchase price for an unsecured promissory note with an original principal balance of $3,240,000, which included a $240,000 original issue discount.”
Jet.AI Inc. issued preferred stock.
“the Company has agreed, among other things, to change the conversion price of Series B convertible preferred stock as set forth in that certain Certificate of Designation for the Series B Convertible Preferred Stock of the Company (the “ Certificate ”) by filing an amendment to the Certificate (the “ Amendment ”) such that shares of Series B convertible preferred stock could convert at a lower price.”
IREN Ltd issued 27,966,850 ordinary shares maximum upon conversion of 2032 Notes; 27,966,850 ordinary shares maximum upon conversion of 2033 Notes of convertible note to qualified institutional buyers for $1.15 billion for 2032 Notes and $1.15 billion for 2033 Notes.
“financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01 Entry Into a Material Definitive Agreement Indentures and Notes On December 8, 2025 (the “Closing Date”) , IREN Limited (the “Company”) issued $1.15 billion aggregate principal amount of its 0.25% convertible senior notes due 2032 (the “2032 Notes”) and $1.15”
Greenland Mines Ltd issued 3,400 shares of preferred stock to Sigma9 Capital, Ltd. for $4,400.00 per share.
“On December 2, 2025, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Sigma9 Capital, Ltd., pursuant to which the Company agreed to issue and sell to the investor 3,400 shares of a new class of the Company’s preferred stock to be designated as Series C Preferred Stock, at a price of $4,400.00 per share.”
Medicus Pharma Ltd. issued 680,893 of common stock to YA II PN, Ltd. (Yorkville) for $1,500,905 aggregate.
“the Company completed sales of its common shares (the "Common Shares") to Yorkville (collectively, the "SEPA Advances") as disclosed in the table below: Date of Sale Number of Common Shares Price per share Approximate Aggregate Consideration October 28, 2025 250,000 $2.3760 $594,000 November 5, 2025 83,333 $2.2691 $189,091 November 5, 2025 14,659 $2.1825 $31,993 November 14, 2025 83,375 $2.2374 $186,543 November 14, 2025 4,526 $2.231 $10,098 November 20, 2025 33,333 $2.3423 $78,076 November 20, 2025 31,667 $2.2795 $72,185 November 28, 2025 66,667 $1.9462 $129,747 November 28, 2025 33,333 $1.9400 $64,666 December 4, 2025 33,333 $1.9587 $65,289 December 4, 2025 46,667 $1.6975 $79,217 Total 680,893 - $1,500,905”
Medicus Pharma Ltd. issued up to 4,020,000 Common Shares of warrant to accredited and institutional holder for amended exercise price of $1.92 per Common Share.
“(the "Holder") to exercise existing warrants to purchase up to 2,680,000 of the Company's common shares ("Common Shares") issued on July 14, 2025 at an amended exercise price of $1.92 per Common Share (the "Existing Warrants"). Pursuant to the Agreement, the Holder, upon exercise, will receive new unregistered warrants (the "New Warrants") to purchase up to”
Safeguard Acquisition Corp. issued 700,000 units of unit to the Sponsor and Jefferies LLC for $10.00 per unit.
“Simultaneously with the closing of the IPO, pursuant to the Private Placement Units Purchase Agreements, the Company completed the private sale of 700,000 units (the “ Private Placement Units ”) at the initial public offering price of $10.00 per unit (for an aggregate purchase price of $7,000,000).”
OMNIQ Corp. issued 1,500,000 pre-funded warrants of warrant to tgarten, the Company’s Chief Executive Officer for a total of $150,000.
“tgarten, the Company’s Chief Executive Officer, purchased an aggregate of 1,500,000 pre-funded warrants for a total of $150,000”
AETHLON MEDICAL INC issued up to a number of shares equal to 175% of the number of Warrant Shares issued of warrant to a certain accredited and institutional holder for exercise price per share equal to $4.03.
“par value $0.001 per share (“Common Stock”) (or pre-funded warrants in lieu thereof) and (ii) 1,043,791 warrants to purchase shares of Common Stock at an exercise price of $4.03 per share (the “Common Warrants”). The\ purchase price for each Share and the accompanying Common Warrant in the PIPE Offering is $4.03 per share. The PIPE Offering is expected to”
AETHLON MEDICAL INC issued 1,043,791 warrants to purchase shares of Common Stock of warrant to an institutional investor for $4.03 per share.
“(ii) 1,043,791 warrants to purchase shares of Common Stock at an exercise price of $4.03 per share”
AETHLON MEDICAL INC issued 596,452 shares of common stock to an institutional investor for $4.03 per share.
“par value $0.001 per share (“Common Stock”) (or pre-funded warrants in lieu thereof) and (ii) 1,043,791 warrants to purchase shares of Common Stock at an exercise price of $4.03 per share (the “Common Warrants”). The\ purchase price for each Share and the accompanying Common Warrant in the PIPE Offering is $4.03 per share. The PIPE Offering is expected to”
Nordicus Partners Corp issued 416,000 shares of common stock to eight private investors for $2.75 per share.
“in October through December 2025, we issued to eight private investors a total of 416,000 restricted shares of our common stock at a purchase price of $2.75 per share.”
INVO Fertility, Inc. issued warrants to purchase up to 118,343 shares of Common Stock of warrant to placement agent for acting as placement agent.
“the Company agreed to pay the Placement Agent an aggregate fee equal to 8.0% of the gross proceeds raised in the Private Placement and warrants to purchase up to 118,343 shares of Common Stock at an exercise price of $2.1125 per share (the "Placement Agent Warrants").”
INVO Fertility, Inc. issued prefunded common stock purchase warrants to purchase 2,131,864 shares of Common Stock, and common stock purchase warrants to purchase 4,733,728 shares of Common of warrant to institutional investor for gross proceeds of approximately $4,000,000.
“On December 2, 2025, INVO Fertility, Inc., a Nevada corporation (the "Company"), entered into a securities purchase agreement (the "Securities Purchase Agreement") with an institutional investor (the "Purchaser"), pursuant to which the Company agreed to issue and sell securities of the Company, in the aggregate amount of approximately $4,000,000, comprised of 235,000 shares (the "Shares") of common stock par value $0.0001 per share (the "Common Stock"), prefunded common stock purchase warrants to purchase 2,131,864 shares of Common Stock (the "Pre-Funded Warrants"), and common stock purchase warrants to purchase 4,733,728 shares of Common Stock (the "Common Warrants"), to the Purchaser in a private placement (the "Private Placement").”
INVO Fertility, Inc. issued 235,000 shares of common stock of common stock to institutional investor for gross proceeds of approximately $4,000,000.
“On December 2, 2025, INVO Fertility, Inc., a Nevada corporation (the "Company"), entered into a securities purchase agreement (the "Securities Purchase Agreement") with an institutional investor (the "Purchaser"), pursuant to which the Company agreed to issue and sell securities of the Company, in the aggregate amount of approximately $4,000,000, comprised of 235,000 shares (the "Shares") of common stock par value $0.0001 per share (the "Common Stock"), prefunded common stock purchase warrants to purchase 2,131,864 shares of Common Stock (the "Pre-Funded Warrants"), and common stock purchase warrants to purchase 4,733,728 shares of Common Stock (the "Common Warrants"), to the Purchaser in a private placement (the "Private Placement").”
SKYX Platforms Corp. issued 40,000 shares of preferred stock to an existing strategic investor for $25.00 per share.
“the investor purchased 40,000 shares of a series of newly-authorized Series A-2 Preferred Stock, no par value per share (the “Series A-2 Preferred Stock”), at a purchase price of $25.00 per share”
Blackstone Real Estate Income Trust, Inc. issued 555,500 of common stock to accredited investors for aggregate consideration of approximately $7.8 million.
“On December 1, 2025, Blackstone Real Estate Income Trust, Inc. (the “Company”) sold unregistered shares of the Company’s common stock (the “Shares”) for aggregate consideration of approximately $7.8 million.”
Cottonwood Communities, Inc. issued 190,835 shares of preferred stock to accredited investors for $1,882,234 aggregate proceeds.
“During the period from November 21, 2025 through December 4, 2025, we issued and sold 190,835 shares of Series 2025 Preferred Stock in the Series 2025 Private Offering and received aggregate proceeds of $1,882,234.”
Interactive Strength, Inc. issued 110,633 shares of Common Stock of common stock.
“was issued Class A Incremental Common Warrants to purchase an aggregate of 110,633 shares of Common Stock.”
Interactive Strength, Inc. issued convertible note for $385,000.
“On December 4, 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 $385,000 (the “Class A Incremental Note”) and, as a result, was issued Class A Incremental Common Warrants to purchase an aggregate of 110,633 shares of Common Stock.”
Cycurion, Inc. issued pre-funded warrants exercisable for $0.0001 per share in lieu thereof of warrant to a single institutional accredited investor for $3.62 per Pre-Funded Warrant.
“$6 million, before deducting the placement agent’s fees and other estimated offering expenses. The purchase price per Share (or Pre-Funded Warrant in lieu thereof) is $3.62. The Warrants will be exercisable immediately following receipt of stockholder approval for the issuance of the Warrants and the shares of Common Stock underlying the Warrants”
Cycurion, Inc. issued warrants to purchase up to 3,314,920 shares of Common Stock of warrant to a single institutional accredited investor for exercise price of $3.62 per share.
“$6 million, before deducting the placement agent’s fees and other estimated offering expenses. The purchase price per Share (or Pre-Funded Warrant in lieu thereof) is $3.62. The Warrants will be exercisable immediately following receipt of stockholder approval for the issuance of the Warrants and the shares of Common Stock underlying the Warrants”
Direct Digital Holdings, Inc. issued 12,600,000 shares of common stock to New Circle Principal Investments LLC for $1,324,380 in cash consideration.
“the Company sold 12,600,000 shares of its Class A Common Stock, par value $0.001 per share (the “ Class A Common Stock ”) for an aggregate of $1,324,380 in cash consideration”
Falcon's Beyond Global, Inc. issued 260,000 shares of Series B Preferred Stock of preferred stock to accredited investors for $1.3 million aggregate.
““ Investors ”), pursuant to which on such dates, the Company issued and sold to such Investors, and the Investors subscribed for and purchased, an aggregate of an additional $1.3 million of shares of Series B Preferred Stock, at a purchase price of $5.00 per share, for an aggregate of 260,000 shares of Series B Preferred Stock. Upon the closing of the transaction”
EQT Exeter Real Estate Income Trust, Inc. issued 216,043.205 Class A-II shares of common stock of common stock to accredited investors for at a price per share of $10.67.
“On December 1, 2025, the Company issued 216,043.205 Class A-II shares of common stock at a price per share of $10.67 to accredited investors in a private placement for an aggregate purchase price of approximately $2.31 million.”
NEONC TECHNOLOGIES HOLDINGS, INC. issued 111,732 shares of common stock to Saad Naja for $8.95 per share.
“issue and sell 111,732 shares (the “Shares”) of common stock, $0.0001 par value per share of the Company (the “Common Stock”). The per share purchase price of the Shares is $8.95, which represents the closing price of the Common Stock as reported on the Nasdaq Capital Market on November 28, 2025. The Shares were sold for approximately $1 million. The”
BLUM HOLDINGS, INC. issued 114,286 shares of warrant to the Lender.
“On December 4, 2025, in connection with the December 4th Note, the Company issued warrants to purchase up to 114,286 shares of Common Stock with an exercise price of $0.35 per share to the Lender.”
BLUM HOLDINGS, INC. issued 571,429 shares of warrant to the Lender.
“On December 3, 2025, in connection with the December 3rd Note, the Company issued warrants to purchase up to 571,429 shares of Common Stock with an exercise price of $0.35 per share to the Lender.”
BLUM HOLDINGS, INC. issued 228,571 shares of warrant to the Lender.
“On December 1, 2025, in connection with the December 1st Note, the Company issued warrants to purchase up to 228,571 shares of Common Stock with an exercise price of $0.35 per share to the Lender.”
North Haven Net REIT issued 1,267,587 common shares of common stock for approximately $26.0 million.
“the Company sold an aggregate of 1,267,587 common shares (the “Shares”) for aggregate consideration of approximately $26.0 million”
Goldman Sachs Real Estate Finance Trust Inc issued 739,622.900 of common stock to accredited investors for $18,534,950.
“and Regulation D thereunder. The following table details the Shares sold: Title of Securities* Number of Shares Sold Aggregate Consideration Class I Common Stock 739,622.900 $ 18,534,950 Class S Common Stock 119,674.263 $ 3,014,105 (1) Class F-II Common Stock 998,402.556 $ 25,000,000 (1) Includes upfront selling commissions of $19,855. * The Company views the”
Ares Core Infrastructure Fund issued common stock for aggregate purchase price of $200.2 million.
“On December 1, 2025, the Fund agreed to sell Class I common shares of beneficial interest (“Class I Common Shares”), Class D common shares of beneficial interest (“Class D Common Shares”) and Class S common shares of beneficial interest (“Class S Common Shares” and together with the Class I Common Shares and Class D Common Shares, the “Common Shares”) for an aggregate purchase price of $200.2 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.