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
LRHC La Rosa Holdings Corp.

La Rosa Holdings Corp. issued up to $250,000,000 aggregate original principal amount of convertible note to certain institutional investors for $900 for each $1,000 of principal amount.

“Closing shall not exceed $5,000,000 individually, and not more than $239,000,000 in the aggregate for all Additional Closings. The purchase price for each Note will be $900 for each $1,000 of principal amount of Note. The Notes will be convertible into shares (the “ Conversion Shares ”) of the Company’s common stock, par value $0.0001 per share (the”
BPAC Blueport Acquisition Ltd

Blueport Acquisition Ltd issued 197,250 units of unit to the Sponsor for $10.00 per Private Unit, generating total proceeds of $1,972,500.

“the Company consummated a private placement (the “Private Placement”) of an aggregate of 197,250 units (the “Private Units”) to the Sponsor, at a price of $10.00 per Private Unit, generating total proceeds of $1,972,500.”
EVOX Evolution Global Acquisition Corp

Evolution Global Acquisition Corp issued 6,800,000 private placement warrants of warrant to the Sponsor for $1.00 per Private Warrant.

“Simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of 6,800,000 private placement warrants (the “ Private Warrants ”), at a purchase price of $1.00 per Private Warrant, of which 4,400,000 Private Warrants were sold to the Sponsor”
CLSK CLEANSPARK, INC.

CLEANSPARK, INC. issued convertible note to Initial Purchasers for aggregate principal amount $1,150,000,000.

“institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of notes sold in the offering was $1,150,000,000. The notes are senior unsecured obligations of the Company and are not guaranteed by any of the Company's subsidiaries. The notes were issued at a price equal to 100% of their”
FOSL Fossil Group, Inc.

Fossil Group, Inc. issued 1,897,073 Warrants of warrant to Supporting Holders.

“the Company issued 792,772 shares of Common Stock and 1,897,073 Warrants to the Supporting Holders on a private placement basis”
FOSL Fossil Group, Inc.

Fossil Group, Inc. issued 792,772 shares of Common Stock of common stock to Supporting Holders.

“the Company issued 792,772 shares of Common Stock and 1,897,073 Warrants to the Supporting Holders on a private placement basis”
HALO HALOZYME THERAPEUTICS, INC.

HALOZYME THERAPEUTICS, INC. issued $1,500.0 million aggregate principal amount of convertible senior notes, consisting of $750.0 million of 0% Convertible Senior Notes due 2031 and $750.0 million of convertible note to initial purchasers (subsequently resold to qualified institutional buyers) for net proceeds of approximately $1.47 billion after deducting discounts, commissions, and offering expenses.

“from registration requirements, or in a transaction not subject to, such registration requirements. The Company received net proceeds from the offering of approximately $1.47 billion after deducting the Initial Purchasers’ discounts and commissions and the Company’s estimated offering expenses. The Company used approximately $182.7 million of the net proceeds”
LCGMF LION COPPER & GOLD CORP.

LION COPPER & GOLD CORP. issued convertible note to accredited investors for US$2,700,000.

“the Company closed its non-brokered private placement (the " Debenture Financing ") of secured convertible debentures (the " Debentures ") in the principal amount of US$2,700,000.”
KUST KUSTOM ENTERTAINMENT, INC.

KUSTOM ENTERTAINMENT, INC. issued 19.99% of the shares of Common Stock outstanding on the date of execution of the Purchase Agreement of common stock to Investor (a certain investor) for commitment fee paid in shares and cash.

“the Company shall cause the Commitment Fee (as defined in the Purchase Agreement) to be paid to the Investor on the date of the Amendment, which will be paid (i) in shares of Common Stock equal to 19.99% of the shares of Common Stock outstanding on the date of execution of the Purchase Agreement”
CREX CREATIVE REALITIES, INC.

CREATIVE REALITIES, INC. issued 30,000 shares of preferred stock to North Run Strategic Opportunities Fund I, LP and NR-SOF I (Co-Invest I), LP for $30.0 million aggregate gross purchase price.

“the Company agreed to sell to the Buyers in a private placement (the “Offering”), for an aggregate gross purchase price of $30.0 million, an aggregate of 30,000 shares of a newly established series of preferred stock, par value $0.01 per share, to be designated as Series A Convertible Preferred Stock (the “Preferred Shares”), which have a stated value of $1,000 per share”
MRDN Meridian Holdings Inc./NV

Meridian Holdings Inc./NV issued common stock to Minority Interest Holders.

“The Company claims, and plans to claim, an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “ Securities Act ”), for the issuance of the Milovanović Shares and Minority Interest Holder Shares, since the offer and sale of such securities did not involve a public offering and the recipient was an “ accredited investor ”.”
MRDN Meridian Holdings Inc./NV

Meridian Holdings Inc./NV issued common stock to Milovanović.

“The Company claims, and plans to claim, an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “ Securities Act ”), for the issuance of the Milovanović Shares and Minority Interest Holder Shares, since the offer and sale of such securities did not involve a public offering and the recipient was an “ accredited investor ”.”
VIVK Vivakor, Inc.

Vivakor, Inc. issued 2,043,597 shares and 1,827,040 shares of common stock to J.J. Astor & Co. for conversion of $150,000 of the Principal Amount of the Initial Note each.

“On November 7, 2025 and November 10, 2025, the Company received Notices of Conversion from the Lender each converting $150,000 of the Principal Amount of the Initial Note into 2,043,597 shares and 1,827,040 shares of the Company’s common stock, respectively (the “Shares”).”
BC Partners Lending Corp

BC Partners Lending Corp issued approximately 22,430 shares of common stock to accredited investors for aggregate offering price of $465,000.

“On November 10, 2025, BC Partners Lending Corporation (the “Company”) delivered a capital drawdown notice to its investors relating to the issuance of approximately 22,430 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for an aggregate offering price of $465,000.”
BGLC BioNexus Gene Lab Corp

BioNexus Gene Lab Corp issued restricted shares representing 19.9% of its outstanding common stock of common stock to Fidelion Diagnostics Pte. Ltd..

“In connection with the SSSA, upon completion the Company will issue restricted shares representing 19.9% of its outstanding common stock to Fidelion as consideration for the Company’s subscription of Fidelion shares.”
FMHS FARMHOUSE, INC. /NV

FARMHOUSE, INC. /NV issued 500,000 restricted shares of its common stock of common stock to GHS Investments, LLC.

“The issuance of the 500,000 Shares to GHS was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.”
FMHS FARMHOUSE, INC. /NV

FARMHOUSE, INC. /NV issued 500,000 restricted shares of its common stock of common stock to GHS Investments, LLC for as consideration for entering into the Equity Financing Agreement.

“the Company issued 500,000 restricted shares of its common stock to GHS (the “Shares”). The Shares will be included for resale in the registration statement to be filed with the SEC.”
MRAI Marpai, Inc.

Marpai, Inc. issued up to 7,700,000 shares of Common Stock of warrant to certain investors, including the Company’s Chief Operating Officer and President, the chairman of the Company’s board of directors and certain directors of the Board for $1.00 per share.

“Warrants”) to purchase up to 7,700,000 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”
MRAI Marpai, Inc.

Marpai, Inc. issued 3,850,000 shares of its Class A common stock of common stock to certain investors, including the Company’s Chief Operating Officer and President, the chairman of the Company’s board of directors and certain directors of the Board for $1.00.

“Warrants”) to purchase up to 7,700,000 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”
BHM Bluerock Homes Trust, Inc.

Bluerock Homes Trust, Inc. issued unit to Manager for $210,000.

“of C-LTIP Units equal to (i) the dollar amount of the portion of the quarterly installment of the Base Management Fee payable in such C-LTIP Units (calculated by the Manager as $210,000), divided by (ii) the average of the closing prices of the Company’s Class A common stock, $0.01 par value per share (the “Class A Common Stock”), on the NYSE American on the”
TGL TREASURE GLOBAL INC

TREASURE GLOBAL INC issued issuance and allotment of the Company’s common stock having an equivalent value of US$3,400,000.00 with the cost basis of US$1.10 per share of common stock to Myviko Holding Sdn Bhd for services valued at US$3,400,000.

“by way of issuance and allotment of the Company’s common stock having an equivalent value of US$3,400,000.00 with the cost basis of US$1.10 per share”
SRFM SURF AIR MOBILITY INC.

SURF AIR MOBILITY INC. issued 1,000,000 shares of Common Stock of common stock to Palantir Technologies Inc. for $3.32 per share.

“the Company issued 1,000,000 shares of Common Stock (the “Palantir Shares”) on November 10, 2025 at a price of $3.32 per share as a prepayment of consideration for license fees”
SRFM SURF AIR MOBILITY INC.

SURF AIR MOBILITY INC. issued convertible note to institutional investors for $74 million aggregate principal amount.

“iii. $74 million aggregate principal amount of senior secured convertible notes due 2028 (the “Note”) in a private placement”
SRFM SURF AIR MOBILITY INC.

SURF AIR MOBILITY INC. issued up to 2,048,195 shares of Common Stock of warrant to institutional investors for $3.32 per share and accompanying warrant.

“par value per share (the “Common Stock”) and accompanying warrants to purchase up to 3,975,901 shares of Common Stock (the “Registered Warrants”), at an offering price of $3.32 per share and accompanying warrant, in a registered direct offering (the “Registered Direct Offering”); ii. 2,048,195 shares of Common Stock (the “Private Placement Shares” and,”
SRFM SURF AIR MOBILITY INC.

SURF AIR MOBILITY INC. issued 2,048,195 shares of Common Stock of common stock to institutional investors for $3.32 per share and accompanying warrant.

“par value per share (the “Common Stock”) and accompanying warrants to purchase up to 3,975,901 shares of Common Stock (the “Registered Warrants”), at an offering price of $3.32 per share and accompanying warrant, in a registered direct offering (the “Registered Direct Offering”); ii. 2,048,195 shares of Common Stock (the “Private Placement Shares” and,”
ALUR ALLURION TECHNOLOGIES, INC.

ALLURION TECHNOLOGIES, INC. issued preferred stock to entities managed by RTW Investments, LP.

“the Company entered into a securities purchase and exchange agreement (the “Exchange Agreement”) with certain entities managed by RTW Investments, LP (collectively, “RTW”), pursuant to which RTW has agreed to exchange all of the (i) principal amount of convertible senior secured notes”
ALUR ALLURION TECHNOLOGIES, INC.

ALLURION TECHNOLOGIES, INC. issued up to 2,994,012 shares of Common Stock of warrant to certain accredited investors.

“the Company agreed to issue and sell 2,994,012 shares (the “Private Placement Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and accompanying common warrants to purchase up to 2,994,012 shares of Common Stock (the “Private Placement Warrants,” and together with the Private Placement Shares, the “Private Placement Securities”)”
ALUR ALLURION TECHNOLOGIES, INC.

ALLURION TECHNOLOGIES, INC. issued 2,994,012 shares of common stock to certain accredited investors for aggregate purchase price of approximately $5 million at a purchase price of $1.67 per Private Placement Share and accompanying Private Placement Warrant.

“the Company agreed to issue and sell 2,994,012 shares (the “Private Placement Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and accompanying common warrants to purchase up to 2,994,012 shares of Common Stock (the “Private Placement Warrants,” and together with the Private Placement Shares, the “Private Placement Securities”), for an aggregate purchase price of approximately $5 million at a purchase price of $1.67 per Private Placement Share and accompanying Private Placement Warrant”
INV Innventure, Inc.

Innventure, Inc. issued convertible note to YA II PN, Ltd. (Yorkville) for principal amount of $5,000,000.

“On November 12, 2025, the Company issued a Convertible Debenture to Yorkville with a principal amount of $5,000,000 (the “Fourth Convertible Debenture”).”
Remora Capital Corp

Remora Capital Corp issued 583,449.652 shares of common stock for aggregate offering price of $5,852,000.

“On November 6, 2025, Remora Capital Corporation (the “Company”) issued 583,449.652 shares of common stock (the “Shares”) of the Company for an aggregate offering price of $5,852,000.”
CRAC Crown Reserve Acquisition Corp. I

Crown Reserve Acquisition Corp. I issued 375,000 private placement units of unit to Crown Acquisition Sponsor LLC for $8.00 per Private Placement Unit.

“the Company completed the private sale of an aggregate of 375,000 private placement units (the “Private Placement Units”) to Crown Acquisition Sponsor LLC at a price of $8.00 per Private Placement Unit”
TDWD Tailwind 2.0 Acquisition Corp.

Tailwind 2.0 Acquisition Corp. issued 545,000 units of unit to Tailwind 2.0 Sponsor LLC and Cohen & Company Capital Markets for $10.00 per Private Placement Unit.

“On November 10, 2025, simultaneously with the consummation of the Offering, the Company consummated the private placement of an aggregate of 545,000 units (the “Private Placement Units”) to the Sponsor and CCM at a price of $10.00 per Private Placement Unit, generating gross proceeds of $5,450,000”
MYO MYOMO, INC.

MYOMO, INC. issued up to $1,312,500 worth of shares of the Company's common stock of warrant to Avenue Venture Opportunities Fund II, L.P..

“the Company issued to the Lender a warrant to purchase up to $1,312,500 worth of shares of the Company's common stock (the “Warrant”).”
KLTR KALTURA INC

KALTURA INC issued 14,443,739 shares of common stock to Goldman Sachs for $16.6 million.

“Repurchased on November 7, 2025, 14,443,739 shares of Kaltura common stock from affiliates of Goldman Sachs & Company for an aggregate purchase price of approximately $16.6 million.”
KALA KALA BIO, Inc.

KALA BIO, Inc. issued convertible note to individual investor for aggregate amount of up to $375,000.

“On November 9, 2025 (the “Execution Date”), KALA Bio, Inc. (the “Company”) entered into a Convertible Loan Agreement (the “Loan Agreement”) with an individual investor (the “Lender”), pursuant to which the Lender agreed to provide the Company a convertible loan in the aggregate amount of up to $375,000”
BWXT BWX Technologies, Inc.

BWX Technologies, Inc. issued convertible note to initial purchasers for $1,250,000,000 aggregate principal amount.

“On November 10, 2025, BWX Technologies, Inc. (the “Company”) issued $1,250,000,000 aggregate principal amount of 0% Convertible Senior Notes due 2030 (the “Notes”).”
PPCB Propanc Biopharma, Inc.

Propanc Biopharma, Inc. issued up to an additional 9,900 shares of Series C Preferred Stock of warrant to Hexstone Capital LLC for cash payment of $1,000,099.00.

“a Warrant to purchase up to an additional 9,900 shares of Series C Preferred Stock, at an exercise price of $10,000 per Warrant share in exchange for cash payment of $1,000,099.00 to the Company.”
PPCB Propanc Biopharma, Inc.

Propanc Biopharma, Inc. issued 100 shares of Series C Preferred Stock of preferred stock to Hexstone Capital LLC for cash payment of $1,000,099.00.

“Hexstone purchased 100 shares of Series C Preferred Stock of the Company and a Warrant to purchase up to an additional 9,900 shares of Series C Preferred Stock, at an exercise price of $10,000 per Warrant share in exchange for cash payment of $1,000,099.00 to the Company.”
SCTH Securetech Innovations, Inc.

Securetech Innovations, Inc. issued an aggregate of 56,413 shares of its common stock of common stock to two independent consultants for valued at an aggregate of $224,048.75, or approximately $3.97 per share.

“On November 5, 2025, SecureTech issued an aggregate of 56,413 shares of its common stock, $0.001 par value, to two independent consultants. These shares were valued at an aggregate of $224,048.75, or approximately $3.97 per share.”
SCTH Securetech Innovations, Inc.

Securetech Innovations, Inc. issued 400 shares of its Series A Preferred Stock of preferred stock to two shareholders for an aggregate of 4,000,000 shares of SecureTech's common stock.

“On November 5, 2025, SecureTech Innovations, Inc. (“ SecureTech ”) entered into Share Exchange Agreements with two shareholders. In these agreements, an aggregate of 4,000,000 shares of SecureTech's common stock were exchanged for 400 shares of its Series A Preferred Stock”
NVTS Navitas Semiconductor Corp

Navitas Semiconductor Corp issued 14,814,813 shares of common stock to certain accredited investors for $6.75 per share.

“On November 7, 2025, Navitas Semiconductor Corporation (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited investors (collectively, the “Purchasers”) for the issuance and sale in a private placement (the “Private Placement”) of an aggregate of 14,814,813 shares (the “Shares”) of Class A common stock of the Company, par value $0.0001 (the “Common Stock”), at a purchase price of $6.75 per share.”
SLVM Sylvamo Corp

Sylvamo Corp issued one preferred share purchase right for each share of common stock of common stock to stockholders of record as of November 20, 2025.

“On November 10, 2025, the board of directors (the “Board of Directors”) of Sylvamo Corporation (the “Company”) declared a dividend of one preferred share purchase right (a “Right”), payable on November 20, 2025, for each share of common stock, par value $1.00 per share, of the Company (the “Common Shares”) outstanding on November 20, 2025 (the “Record Date”) to the stockholders of record on that date.”
ASST Strive, Inc.

Strive, Inc. issued 2,000,000 shares of preferred stock to Barclays Capital Inc. and Cantor Fitzgerald & Co., as the joint book-running managers and representatives of the several underwriters for $80 per share.

“On November 5, 2025, Strive, Inc. (“Strive” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc. and Cantor Fitzgerald & Co., as the joint book-running managers and representatives of the several underwriters (the “Underwriters”), relating to the issuance and sale in an underwritten offering (the “Offering”) registered under the Securities Act of 1933, as amended (the “Securities Act”), of 2,000,000 shares (the “Shares”) of the Company’s Variable Rate Series A Perpetual Preferred Stock, $0.001 par value per share (the “SATA Stock”), an upsize of 750,000 shares over the amount previously announced, at a public offering price of $80 per share.”
IVPR INSPIRE VETERINARY PARTNERS, INC.

INSPIRE VETERINARY PARTNERS, INC. issued convertible note to Keystone Capital Partners, LLC and Seven Knots, LLC for purchase price of each note was $125,000.

“On November 5, 2025, Inspire Veterinary Partners, Inc. (the “Company”) issued Senior Convertible Promissory Notes to Keystone Capital Partners, LLC and Seven Knots, LLC (the “Investors”), each in the principal amount of $178,571,43 with an original issue discount of 30% such that the purchase price of each note was $125,000”
New Mountain Guardian IV Income Fund, L.L.C.

New Mountain Guardian IV Income Fund, L.L.C. issued 6,148,860 of the Company’s units of unit to investors of New Mountain Guardian IV Income Fund, L.L.C. for $61,488,600, at a price per Unit equal to $10.00.

“On November 4, 2025, New Mountain Guardian IV Income Fund, L.L.C. (the “ Company ”) delivered a capital drawdown notice to its investors relating to the sale of 6,148,860 of the Company’s units (the “ Units ”) for an aggregate offering price of $61,488,600, at a price per Unit equal to $10.00.”
UAVS AgEagle Aerial Systems Inc.

AgEagle Aerial Systems Inc. issued up to a total aggregate of 88,000 additional shares of Series G Preferred Stock of preferred stock to Buyers.

“subject to the terms and conditions of the Purchase Agreement, including the receipt by the Company of the requisite stockholder approval, the Buyers may elect in their sole discretion to purchase up to a total aggregate of 88,000 additional shares of Series G Preferred Stock in one or more closings (the “Additional Preferred Shares”).”
UAVS AgEagle Aerial Systems Inc.

AgEagle Aerial Systems Inc. issued 12,000 shares of Series G Preferred Stock of preferred stock to Buyers for gross proceeds of $12 million.

“(the “Additional Preferred Shares”). The Offering with respect to the Initial Series G Preferred Stock closed on November 10, 2025. The Company received gross proceeds of $12 million on the Initial Closing Date from the Offering and expects to receive aggregate gross proceeds of $100 million from the Offering, assuming the sale of all the Additional Preferred”
SMSI SMITH MICRO SOFTWARE, INC.

SMITH MICRO SOFTWARE, INC. issued up to an aggregate of 2,236,136 shares of Common Stock of warrant to the Company’s Chief Executive Officer.

“the Company separately entered into a second securities purchase agreement (the “Private Placement Purchase Agreement”) with the Company’s Chief Executive Officer (the “Purchaser”) relating to a private placement transaction and sale of 2,236,136 unregistered shares of the Company’s Common Stock”
SMSI SMITH MICRO SOFTWARE, INC.

SMITH MICRO SOFTWARE, INC. issued up to an aggregate of 1,714,373 shares of Common Stock of warrant to certain institutional and accredited investors.

“the Company also agreed to sell to the RDO Purchasers unregistered warrants (the “Common Warrants”) to purchase up to an aggregate of 1,714,373 shares of Common Stock”
SMSI SMITH MICRO SOFTWARE, INC.

SMITH MICRO SOFTWARE, INC. issued 2,236,136 unregistered shares of the Company’s Common Stock of common stock to the Company’s Chief Executive Officer for at an offering price of $0.6708 per share.

“the Company separately entered into a second securities purchase agreement (the “Private Placement Purchase Agreement”) with the Company’s Chief Executive Officer (the “Purchaser”) relating to a private placement transaction and sale of 2,236,136 unregistered shares of the Company’s Common Stock at an offering price of $0.6708 per share of Common Stock”

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.