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
MGAM Mobile Global Esports, Inc.

Mobile Global Esports, Inc. issued 500,000 of common stock to Investor for commitment to purchase up to $10,000,000 of common stock under ELOC Agreement.

“a Securities Purchase Agreement (the “ELOC Agreement”) with the Investor. Pursuant to the ELOC Agreement, the Company agreed to sell, and the Investor agreed to purchase up to $10,000,000 (the “Commitment Amount”) of the Company’s common stock, par value $0.0001 per share (the “Purchase Shares”). The transactions contemplated by the ELOC Agreement are subject to”
MGAM Mobile Global Esports, Inc.

Mobile Global Esports, Inc. issued convertible note to accredited investor for $65,000 net proceeds.

“On December 1, 2025, Mobile Global Esports, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Promissory Note Purchase Agreement”) with an accredited investor (the “Investor”), pursuant to which the Company sold the Investor an unsecured original issue discount promissory note in the principal amount of $75,000 (the “Promissory Note”) for which the Company received net proceeds of $65,000.”
APUS Apimeds Pharmaceuticals US, Inc.

Apimeds Pharmaceuticals US, Inc. issued 712,880 shares of Acquiror Common Stock of warrant to E.F. Hutton & Co. LLC for Underwriting/placement agent services.

“On December 1, 2025, the Acquiror issued a warrant to E.F. Hutton & Co. LLC, to purchase 712,880 shares of Acquiror Common Stock”
GPUS Hyperscale Data, Inc.

Hyperscale Data, Inc. issued convertible note to JGB Capital, LP, JGB Partners, LP and JGB Capital Offshore Ltd. for $12,768,000 aggregate principal amount.

“the Company borrowed $12,768,000 from the Investors and issued secured convertible promissory notes to the Investors in such aggregate amount”
EFOI ENERGY FOCUS, INC/DE

ENERGY FOCUS, INC/DE issued 524,018 shares of Common Stock of common stock to Chiao Chieh (Jay) Huang and MAN-BO HOTEL CO. LTD for $2.29 per share, totaling $1,200,000.

“common stock, par value $0.0001 per share (the “Common Stock”) to each, and in aggregate, 524,018 shares of Common Stock (the “Shares”) for a purchase price per share of $2.29, the closing price of the Common Stock on the day immediately preceding the date of the Purchase Agreement, totaling $1,200,000. The foregoing description of the Purchase”
ADIL ADIAL PHARMACEUTICALS, INC.

ADIAL PHARMACEUTICALS, INC. issued up to 13,823,512 shares of Common Stock of warrant to the Holder.

“In consideration of the Holder’s immediate exercise of the Existing Warrants in accordance with the Inducement Agreement, the Company issued unregistered Series F Common Stock Purchase Warrants (the “New Warrants”) to purchase up to 13,823,512 shares of Common Stock (the “New Warrant Shares”).”
UPXI UPEXI, INC.

UPEXI, INC. issued 3,289,474 shares of common stock of common stock to institutional investor for aggregate purchase price of $10,000,000.

“On November 26, 2025, Upexi, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with a certain institutional investor (the “Purchaser”) pursuant to which the Company agreed to sell and issue to the Purchaser in a private placement offering (the “Offering”): (i) 3,289,474 shares of common stock (the “Shares”), par value $0.00001 per share (the “Common Stock”), and (ii) common stock purchase warrants (the “Warrants”) to purchase up to 3,289,474 shares of Common Stock (the “Warrant Shares”) for an aggregate purchase price of $10,000,000, representing a purchase price of $3.04 per share of Common Stock and accompanying Warrant.”
ZPTA Zapata Quantum, Inc.

Zapata Quantum, Inc. issued 1,000 shares of preferred stock to an accredited investor for $100 per share.

“On November 26, 2025, Zapata Quantum, Inc. (the “Company”) entered into a Securities Purchase Agreement (“SPA”) with an accredited investor, pursuant to which the Company offered and sold 1,000 shares of the Company’s Series A Convertible Preferred Stock (the “Series A”) at a purchase price of $100 per share for total gross proceeds of $100,000.”
FBYD Falcon's Beyond Global, Inc.

Falcon's Beyond Global, Inc. issued 500,000 shares of Series B Preferred Stock of preferred stock to accredited investors for $5.00 per share, aggregate of $2.5 million.

“of preferred stock, par value $0.0001 per share, designated as “11% Series B Cumulative Convertible Preferred Stock” (the “ Series B Preferred Stock ”), at a purchase price of $5.00 per share, for an aggregate of 5,747,742 shares of Series B Preferred Stock. On November 24, 2025 and November 25, 2025, the Company entered into additional Subscription”
STAI ScanTech AI Systems Inc.

ScanTech AI Systems Inc. issued 1,200,000 shares of the Company's common stock (the "First Tranche Shares") of common stock to Steele Interests.

“No later than 5:00 p.m. (Eastern) on November 25, 2025, the Company agreed to issue and deliver to an account for the benefit of Steele Interests, at Continental, 1,200,000 shares of the Company’s common stock (the “First Tranche Shares”).”
STAI ScanTech AI Systems Inc.

ScanTech AI Systems Inc. issued 2,500,000 shares of the Company's common stock (the "Legal and Expense Shares") of common stock to Steele Lenders and Steele Interests for reimbursement of legal fees ($550,000).

“The Company and SIBS each acknowledged and agreed that they, on a joint and several basis, are justly indebted to, and currently owe and shall pay, the Steele Lenders a total of $550,000 as reimbursement of legal fees paid and/or previously incurred by the Steele Lenders in connection with certain loans made by the Steele Lenders to SIBS and the Exchange Agreement”
SOUL Soulpower Acquisition Corp.

Soulpower Acquisition Corp. issued common stock.

“The securities of Pubco that may be issued in connection with the ELOC Agreement at Closing will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.”
SL Investment Fund II LLC

SL Investment Fund II LLC issued approximately 1,469,570 shares of common stock to unitholders for aggregate offering price of $29.7 million.

“On November 18, 2025, the Company delivered a capital drawdown notice to its unitholders relating to the sale of approximately 1,469,570 shares of the Company’s common units, par value $0.001 per share (the “Common Units”) for an aggregate offering price of $29.7 million. The sale closed on November 25, 2025.”
SNPS SYNOPSYS INC

SYNOPSYS INC issued 4,821,717 shares of common stock to NVIDIA Corporation for $2 billion in cash.

“On December 1, 2025, Synopsys, Inc. (“ Synopsys ”) entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with NVIDIA Corporation (“ NVIDIA ”). Pursuant to the Purchase Agreement, NVIDIA purchased 4,821,717 shares of Synopsys’ common stock, par value $0.01 per share (the “ Shares ”), at a price per share of $414.79, for an aggregate purchase price of $2 billion in cash.”
TOON Kartoon Studios, Inc.

Kartoon Studios, Inc. issued up to 1,705,071 million shares of its common stock of common stock to Continuation Capital, Inc. (CCI) for aggregate amount of $968,612.79.

“The Company entered into an Agreement (the “Agreement”) with Continuation Capital, Inc. ("CCI") to pay obligations in the aggregate amount of $ 968,612.79 by issuing up to 1,705,071 million shares of its common stock to CCI (the “Shares”).”
VIVK Vivakor, Inc.

Vivakor, Inc. issued preferred stock.

“the Company filed an Amended and Restated Certificate of Designation for its Series A Preferred Stock to add voting rights to the rights and preferences of the Series A Preferred Stock.”
VIVK Vivakor, Inc.

Vivakor, Inc. issued 82,500 shares of our restricted common stock of common stock to an investor.

“On November 26, 2025, we issued 82,500 shares of our restricted common stock to an investor as inducement shares under a previously disclosed Securities Purchase Agreement.”
VIVK Vivakor, Inc.

Vivakor, Inc. issued 1,557,808 shares of our restricted common stock of common stock to a consultant.

“On November 26, 2025, we issued 1,557,808 shares of our restricted common stock to a consultant under the terms of a Consulting Agreement.”
VIVK Vivakor, Inc.

Vivakor, Inc. issued an aggregate of 1,889,590 shares of common stock to Jorgan Development, LLC and JBAH Holdings, LLC, entities controlled by James Ballengee, our Chief Executive Officer, or their assignees.

“Of those shares, an aggregate of 1,889,590 shares were issued to Jorgan Development, LLC and JBAH Holdings, LLC, entities controlled by James Ballengee, our Chief Executive Officer, or their assignees.”
VIVK Vivakor, Inc.

Vivakor, Inc. issued 3,616,310 shares of our restricted common stock of common stock to holders of our Series A Preferred Stock.

“On November 26, 2025, we issued an aggregate of 3,616,310 shares of our restricted common stock for dividends owed on our Series A Preferred Stock for July 31, 2025 and October 31, 2025 to the holders of our Series A Preferred Stock.”
IPDN Professional Diversity Network, Inc.

Professional Diversity Network, Inc. issued common stock.

“The information set forth in “Item 1.01 Entry into a Material Definitive Agreement” relating to the issuance of Common Stock is incorporated by reference herein in its entirety.”
Cottonwood Communities, Inc.

Cottonwood Communities, Inc. issued 141,809 shares of Series A Convertible Preferred Stock of preferred stock to accredited investors for aggregate proceeds of $1,375,000.

“During the period from November 21, 2025 through November 27, 2025, we issued and sold 141,809 shares of Series A Convertible Preferred Stock in the Series A Convertible Private Offering and received aggregate proceeds of $1,375,000.”
Goldman Sachs Private Credit Corp.

Goldman Sachs Private Credit Corp. issued 10,443,213 of common stock to accredited investors and/or Non-U.S. Persons for $261,080,335.

“details the Shares sold: Date of Unregistered Sale Amount of Class I Shares Consideration As of November 1, 2025 (number of shares finalized on November 28, 2025) 10,443,213 $ 261,080,335 The sale of Shares was made pursuant to subscription agreements entered into by the Company and the purchasers thereof. The Company relied, in part, upon representations from the”
Stepstone Private Credit Fund LLC

Stepstone Private Credit Fund LLC issued 1,211,918 of common stock to participating investors for $31.8 million.

“As of November 1, 2025, Stepstone Private Credit Fund LLC (the “Company”) sold 1,211,918 unregistered shares (the “Sold Shares”) of the Company’s limited liability company interests (the “Shares”) (with the final number of Sold Shares issued being determined on November 28, 2025) pursuant to subscription agreements entered into with the participating investors for aggregate consideration of $31.8 million.”
IGAC Invest Green Acquisition Corp

Invest Green Acquisition Corp issued 870,000 units of unit to the Sponsor and CCM for $5.00 per Private Placement Unit.

“On November 26, 2025, simultaneously with the consummation of the Offering, the Company consummated the private placement of an aggregate of 870,000 units (the “Private Placement Units”) to the Sponsor and CCM at a price of $5.00 per Private Placement Unit, generating gross proceeds of $4,350,000”
SCII SC II Acquisition Corp.

SC II Acquisition Corp. issued 255,000 units of unit to SC Capital II Sponsor, LLC for $10.00 per Private Placement Unit.

“the Company completed the private sale of an aggregate of 255,000 units (the “Private Placement Units”) to the Sponsor at a price of $10.00 per Private Placement Unit.”
NTRP NextTrip, Inc.

NextTrip, Inc. issued Warrants to purchase 166,667 shares of warrant to Charcoal Investments Ltd. for aggregate purchase price of $1,000,000.

“the Company issued and sold to Purchaser 333,334 restricted shares of the Company’s Common Stock (the “Purchased Shares”) and Warrants ( the “Warrants”) to purchase 166,667 shares of the Company’s Common Stock for an aggregate purchase price of $1,000,000.”
NTRP NextTrip, Inc.

NextTrip, Inc. issued 333,334 restricted shares of common stock to Charcoal Investments Ltd. for aggregate purchase price of $1,000,000.

“the Company issued and sold to Purchaser 333,334 restricted shares of the Company’s Common Stock (the “Purchased Shares”) and Warrants ( the “Warrants”) to purchase 166,667 shares of the Company’s Common Stock for an aggregate purchase price of $1,000,000.”
VistaOne, L.P.

VistaOne, L.P. issued 342,992 Class A-B Units; 2,270,467 Class A-I Units; 569,905 Class A-S Units of unit to third-party investors and an independent director for aggregate consideration of approximately $96.5 million.

“As of November 1, 2025, VistaOne, L.P. (the “Fund”) sold unregistered limited partnership units (the “Units”) for aggregate consideration of approximately $96.5 million.”
BRN BARNWELL INDUSTRIES INC

BARNWELL INDUSTRIES INC issued up to 1,029,104 shares of warrant to certain investors for exercise price of $1.65 per share.

“any Common Warrants. The price of the shares of Common Stock sold in the private placement was $1.10 per share of Common Stock. The Common Warrants have an exercise price of $1.65 per share (the “Exercise Price”), can be exercised starting one hundred eighty (180) days following the date of closing of the Offering (the “Initial Exercise Date”) and will be”
BRN BARNWELL INDUSTRIES INC

BARNWELL INDUSTRIES INC issued 2,221,141 shares of common stock to certain investors including certain directors for $1.10 per share.

“as Purchasers in the Offering and certain other Purchasers will not receive any Common Warrants. The price of the shares of Common Stock sold in the private placement was $1.10 per share of Common Stock. The Common Warrants have an exercise price of $1.65 per share (the “Exercise Price”), can be exercised starting one hundred eighty (180) days following”
TPST Tempest Therapeutics, Inc.

Tempest Therapeutics, Inc. issued warrants to purchase up to an aggregate of 1,172,414 shares of common stock of warrant to a single healthcare-focused institutional investor for exercise price of $3.50 per share.

“in a concurrent private placement, the Company will issue and sell short-term unregistered warrants to purchase up to an aggregate of 1,172,414 shares of common stock at an exercise price of $3.50 per share”
TPST Tempest Therapeutics, Inc.

Tempest Therapeutics, Inc. issued 1,172,414 shares of its common stock (or common stock equivalents) of common stock to a single healthcare-focused institutional investor for $3.625 per share.

“the purchase and sale of 1,172,414 shares of its common stock (or common stock equivalents), at an offering price of $3.625 per share of common stock (or common stock equivalent) in a registered direct offering priced at-the-market under Nasdaq rules”
Carlyle Credit Solutions, Inc.

Carlyle Credit Solutions, Inc. issued 1,096,670 shares of the Company’s common stock of common stock for aggregate consideration of $20.8 million.

“As of November 1, 2025, Carlyle Credit Solutions, Inc. (the “Company”) issued and sold 1,096,670 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), with the final number of shares being determined on November 25, 2025 for aggregate consideration of $20.8 million.”
Blue Owl Credit Income Corp.

Blue Owl Credit Income Corp. issued 4,068,830 of common stock to feeder vehicles primarily created to hold the Company’s Class I shares for $38,165,626.

“Date of Unregistered Sale Approximate Number of Shares of Class I Common Stock Consideration As of November 3, 2025 (number of shares finalized on November 25, 2025) 4,068,830 $ 38,165,626”
North Haven Private Income Fund LLC

North Haven Private Income Fund LLC issued approximately 990,164 of the Company’s Class S units of unit to accredited investors (unitholders) for aggregate offering price of approximately $18.50 million, reflecting a purchase price of $18.68 per unit.

“As of November 1, 2025, North Haven Private Income Fund LLC ("we", the "Company" or the "Fund"), sold approximately 990,164 of the Company’s Class S units (the “Units”) for an aggregate offering price of approximately $18.50 million, reflecting a purchase price of $18.68 per unit (with the final number of Units being determined on November 20, 2025).”
VSEE VSEE HEALTH, INC.

VSEE HEALTH, INC. issued warrant to a single institutional and accredited investor for $0.0001 per share.

“pre-funded warrants exercisable for $0.0001 per share in lieu thereof (“Pre-Funded Warrants”)”
VSEE VSEE HEALTH, INC.

VSEE HEALTH, INC. issued up to 19,672,130 shares of Common Stock of warrant to a single institutional and accredited investor for exercise price of $0.61 per share.

“million, before deducting the placement agent’s fees and other estimated offering expenses. The purchase price per Share (or Pre-Funded Warrant) and the accompanying Warrants is $0.61. 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”
VSEE VSEE HEALTH, INC.

VSEE HEALTH, INC. issued 9,836,065 shares of common stock to a single institutional and accredited investor for purchase price per Share ... is $0.61.

“million, before deducting the placement agent’s fees and other estimated offering expenses. The purchase price per Share (or Pre-Funded Warrant) and the accompanying Warrants is $0.61. 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”
Blue Owl Technology Income Corp.

Blue Owl Technology Income Corp. issued 3,197,137 of common stock to feeder vehicles primarily created to hold the Company's Class I shares for $33,250,230.

“the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 3.02. Unregistered Sale of Equity Securities As of November 3, 2025, Blue Owl Technology Income Corp. (the “ Company ,” “ we ” or “ us ”) sold unregistered shares of its Class I common stock to feeder vehicles primarily created to hold the Company’s Class I shares. The offer and sale of these Class I shares was exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and/or Regulation S thereunder (the “ Private Offering ”). The following table details the shares sold: Date of Unregistered Sale Approximate Number of Shares of Class I Common Stock Consideration As of November 3, 2025 (number of shares finalized on November 25, 2025) 3,197,137 $ 33,250,230”
DRCT Direct Digital Holdings, Inc.

Direct Digital Holdings, Inc. issued 95,000 shares of Class A Common Stock of common stock to Continuation Capital, Inc. for settlement fee.

“Additionally, as partial consideration for the entry into the Settlement Agreement, the Company paid Continuation Capital a settlement fee of 95,000 shares of Class A Common Stock.”
DRCT Direct Digital Holdings, Inc.

Direct Digital Holdings, Inc. issued up to 50,000,000 shares of Class A Common Stock of common stock to Continuation Capital, Inc. for release of certain claims held by Continuation Capital related to third party vendor payables separately assigned to Continuation Capital in the amount of $3,02.

“On November 20, 2025, Direct Digital Holdings, Inc. (the “Company”) entered into a Settlement Agreement (the “Settlement Agreement”) with Continuation Capital, Inc. (“Continuation Capital”), pursuant to which we agreed to issue up to 50,000,000 shares of Class A Common Stock (the “Exchange Shares”) in exchange for the release of certain claims held by Continuation Capital related to third party vendor payables separately assigned to Continuation Capital in the amount of $3,020,932.”
Blackstone Private Equity Strategies Fund L.P.

Blackstone Private Equity Strategies Fund L.P. issued 2,688,267 Class I Units, 2,593,468 Class S Units, 15,126 Class D Units of common stock to accredited investors and qualified purchasers for aggregate consideration of approximately $171.2 million.

“Blackstone Private Equity Strategies Fund (TE) L.P. (2) Class I Units 2,688,267 $ 87,584,022 Class S Units 2,593,468 $ 83,188,328 Class D Units 15,126 $ 440,000 Total $ 171,212,350”
Blackstone Private Equity Strategies Fund L.P.

Blackstone Private Equity Strategies Fund L.P. issued 8,497,506 Class I Units, 3,782,446 Class S Units, 39,139 Class D Units, 181,842 Class N Units of common stock to accredited investors and qualified purchasers for aggregate consideration of approximately $407.5 million.

“On November 1, 2025, Blackstone Private Equity Strategies Fund L.P. (the “BXPE U.S.”) and Blackstone Private Equity Strategies Fund (TE) L.P. (the “Feeder” and collectively with BXPE U.S., the “Funds,”) each sold unregistered limited partnership units (the “Units”) for aggregate consideration of approximately $407.5 million”
Jefferies Credit Partners BDC Inc.

Jefferies Credit Partners BDC Inc. issued 1,602,971.643 of common stock to certain third-party investors for $23,127,835.

“Date of Unregistered Sale Amount of Shares NAV per Share Consideration As of November 3, 2025 (number of Shares finalized on November 24, 2025) 1,602,971.643 $ 14.4281 $ 23,127,835 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”
North Haven Private Income Fund A LLC

North Haven Private Income Fund A LLC issued approximately 198,304 of the Company’s Class I units of unit to accredited investors for $20.21 per unit, aggregate $4.0 million.

“sold approximately 198,304 of the Company’s Class I units (the “Units”) for an aggregate offering price of approximately $4.0 million, reflecting a purchase price of $20.21 per unit”
HPS Corporate Capital Solutions Fund

HPS Corporate Capital Solutions Fund issued 1,229,074 shares of common stock to accredited investors for $26.88 per share.

“On November 1, 2025, HPS Corporate Capital Solutions Fund (the “ Fund ”) sold common shares of beneficial interest (the “ Shares ”). The purchase price per share and number of Shares issued was finalized on November 26, 2025. The purchase price per share was equal to $26.88. The following table details the Shares sold on November 1, 2025: Common Shares Issued Total Consideration (in millions) Class I Common Shares 107,658 $ 2.89 Class D Common Shares 1,229,074 $ 33.04 Class S Common Shares — $ —”
HPS Corporate Capital Solutions Fund

HPS Corporate Capital Solutions Fund issued 107,658 shares of common stock to accredited investors for $26.88 per share.

“On November 1, 2025, HPS Corporate Capital Solutions Fund (the “ Fund ”) sold common shares of beneficial interest (the “ Shares ”). The purchase price per share and number of Shares issued was finalized on November 26, 2025. The purchase price per share was equal to $26.88. The following table details the Shares sold on November 1, 2025: Common Shares Issued Total Consideration (in millions) Class I Common Shares 107,658 $ 2.89 Class D Common Shares 1,229,074 $ 33.04 Class S Common Shares — $ —”
Blackstone Infrastructure Strategies L.P.

Blackstone Infrastructure Strategies L.P. issued Class I 8,384,370, Class S 2,543,589, Class D 669,155 of unit to accredited investors and qualified purchasers for aggregate consideration of approximately $310.7 million.

“On November 1, 2025, Blackstone Infrastructure Strategies L.P. (the “Fund”) sold unregistered limited partnership units (the “Units”) for aggregate consideration of approximately $310.7 million”
New Mountain Private Credit Fund

New Mountain Private Credit Fund issued 20,799 of its common shares of beneficial interest of common stock for $0.5 million at a price per Share equal to $24.28.

“the Company sold an aggregate of 20,799 of its common shares of beneficial interest for the month of November (the “Shares”), for aggregate consideration of approximately $0.5 million at a price per Share equal to $ 24.28”

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.