Unregistered sales and modifications of equity under 8-K Items 3.02/3.03.
Ares Real Estate Income Trust Inc. issued 563,811 Class S-PR Shares and 1,122,985 Class I-PR Shares of preferred stock to multiple investors for aggregate gross proceeds of approximately $13,329,485.
“On November 3, 2025, Ares Real Estate Income Trust Inc. (referred to herein as the “Company,” “we,” “our,” or “us”) issued the following shares in transactions exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Regulation D.”
FEMASYS INC issued up to an aggregate of 10,953,165 shares of Common Stock of warrant to certain accredited investors.
“Series A-1 Warrants to purchase up to an aggregate of 10,953,165 shares of Common Stock”
FEMASYS INC issued convertible note to certain accredited investors for an aggregate principal amount of $3,974,999.24.
“On the First Closing Date, the Company has agreed to issue (i) Notes in an aggregate principal amount of $8,025,000.66, initially convertible into 10,953,165 shares of Common Stock”
OneMeta Inc. issued 6,000,000 shares of warrant to accredited investors.
“and (ii) 5-year warrants (the “Warrants”) to purchase 6,000,000 shares of the Company’s common stock at an exercise price of $0.08 (subject to adjustments) (the “Private Placement”).”
OneMeta Inc. issued convertible note to accredited investors for aggregate original principal amount of $2,000,000.
“On November 3, 2025, OneMeta Inc. (the “Company”) entered into definitive note and warrant purchase agreements (the “Purchase Agreements”), dated as of October 31, 2025, with accredited investors (the “Holders”) for their purchase of (i) 14% convertible secured promissory notes of the Company in the aggregate original principal amount of $2,000,000 (the “Notes”)”
Guardant Health, Inc. issued convertible note to initial purchasers for $402.5 million aggregate principal amount.
“On November 7, 2025, the Company completed its previously announced private offering (the “Convertible Notes Offering”) of $402.5 million aggregate principal amount of 0.00% Convertible Senior Notes due 2033 (the “Notes”), which includes the exercise in full of the initial purchasers’ option to purchase up to an additional $52.5 million principal amount of Notes.”
James River Group Holdings, Inc. issued common stock.
“James River Group Holdings, Ltd. (“ James River Bermuda ”) changed its jurisdiction of incorporation from Bermuda to the State of Delaware (the “ Domestication ”) and changed its legal name to James River Group Holdings, Inc.”
NOCERA, INC. issued Conversion Shares of common stock to an accredited investor for pursuant to the conversion of the Initial Note.
“Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference. The Initial Note described above was issued, and the Conversion Shares will be issued, in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D. The investor represented to the Company that it is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act.”
Shuttle Pharmaceuticals Holdings, Inc. issued up to 625,156 shares of common stock of warrant to the Purchaser for aggregate gross proceeds of approximately $2.5 million.
“to purchase up to 625,156 shares of common stock of the Company, par value $0.00001 per share (the “Common Stock”) for aggregate gross proceeds of approximately $2.5 million, before deducting placement agent fees to WestPark Capital, Inc. (the “Placement Agent”) and offering expenses payable by the Company. The Offering closed on November 4, 2025.”
Pelthos Therapeutics Inc. issued $18.0 million aggregate original principal amount of senior secured convertible notes convertible into shares of common stock at $34.442 per share of convertible note to certain investors including Ligand Pharmaceuticals Incorporated for cash gross proceeds of approximately $18.0 million, plus a 5.0% royalty on net sales of Xepi and the right to receive Sato Payments.
“On November 6, 2025, Pelthos Therapeutics Inc., a Nevada corporation (the “ Company ”), entered into a securities purchase agreement (the “ Securities Purchase Agreement ”) with certain investors, including Ligand Pharmaceuticals Incorporated, a Delaware corporation (“ Ligand ”) (collectively, the “ Investors ”), pursuant to which, among other things, on the Closing Date, the Investors purchased for cash, and the Company issued and sold to the Investors, senior secured convertible notes of the Company (the “ Convertible Notes ”) in the aggregate original principal amount of $18.0 million, which are convertible into shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”) (such transaction, the “ Convertible Note Financing ”).”
EQT Exeter Real Estate Income Trust, Inc. issued 257,240.562 Class A-II shares of common stock of common stock to accredited investors for at a price per share of $10.60, for an aggregate purchase price of approximately $2.73 million.
“On November 3, 2025, the Company issued 257,240.562 Class A-II shares of common stock at a price per share of $10.60 to accredited investors in a private placement for an aggregate purchase price of approximately $2.73 million.”
EQT Exeter Real Estate Income Trust, Inc. issued 6,193.212 shares of Class A-II common stock of common stock to accredited investors for at a price per share of $10.61 for an aggregate purchase price of approximately $65.71 thousand.
“On October 10, 2025, the Company issued 10,157.229 shares of Class A-I common stock at a price per share of $10.62 for an aggregate purchase price of approximately $0.11 million and 6,193.212 shares of Class A-II common stock at a price per share of $10.61 for an aggregate purchase price of approximately $65.71 thousand.”
EQT Exeter Real Estate Income Trust, Inc. issued 10,157.229 shares of Class A-I common stock of common stock to accredited investors for at a price per share of $10.62 for an aggregate purchase price of approximately $0.11 million.
“On October 10, 2025, the Company issued 10,157.229 shares of Class A-I common stock at a price per share of $10.62 for an aggregate purchase price of approximately $0.11 million and 6,193.212 shares of Class A-II common stock at a price per share of $10.61 for an aggregate purchase price of approximately $65.71 thousand.”
EQT Exeter Real Estate Income Trust, Inc. issued 221.068 shares of Class E common stock of common stock to two of the Company’s independent directors for at a price per share of $11.33, for an aggregate purchase price of approximately $2.50 thousand.
“On October 10, 2025, EQT Exeter Real Estate Income Trust, Inc. (the “Company”) issued 221.068 shares of Class E common stock at a price per share of $11.33 to two of the Company’s independent directors, for an aggregate purchase price of approximately $2.50 thousand.”
Fortress Net Lease REIT issued 5,930,511 common shares of common stock for gross proceeds of approximately $61.0 million.
“On November 3, 2025, Fortress Net Lease REIT (the “Company” or “we”) issued and sold an aggregate of 5,930,511 common shares for gross proceeds of approximately $61.0 million”
FORTRESS CREDIT REALTY INCOME TRUST issued 2,118,035 common shares of common stock to accredited investors for gross proceeds of approximately $42.7 million.
“On November 3, 2025, Fortress Credit Realty Income Trust (the “Company” or “we”) issued and sold an aggregate of 2,118,035 common shares for gross proceeds of approximately $42.7 million, based on net asset value per share of the applicable class of common shares as of September 30, 2025. The offers and sales of these shares were exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2), Regulation D and/or Regulation S thereunder.”
Goldman Sachs Real Estate Finance Trust Inc issued 259,671.649 shares of Class I Common Stock and 173,972.058 shares of Class S Common Stock of common stock to accredited investors for $6,512,565 for Class I Common Stock and $4,410,710 for Class S Common Stock.
“and Regulation D thereunder. The following table details the Shares sold: Title of Securities* Number of Shares Sold Aggregate Consideration Class I Common Stock 259,671.649 $ 6,512,565 Class S Common Stock 173,972.058 $ 4,410,710 (1) (1) Includes upfront selling commissions of $52,710. * The Company views the different series of common stock (Series T, Series S,”
Franklin BSP Real Estate Debt, Inc. issued 244,413.29 shares of common stock for $24.97 per share.
“Shares sold: Title of Securities Price per Share Number of Shares Sold Aggregate Consideration (1) Class G Common Stock $ 25.15 228,246.53 $ 5,740,400 Class G-D Common Stock $ 24.99 63,025.21 $ 1,575,000 Class G-S Common Stock $ 24.97 244,413.29 $ 6,160,100 535,685.03 $ 13,475,500 (1) Includes upfront selling commissions and placement fees of $57,100 for the”
Franklin BSP Real Estate Debt, Inc. issued 63,025.21 shares of common stock for $24.99 per share.
“Shares sold: Title of Securities Price per Share Number of Shares Sold Aggregate Consideration (1) Class G Common Stock $ 25.15 228,246.53 $ 5,740,400 Class G-D Common Stock $ 24.99 63,025.21 $ 1,575,000 Class G-S Common Stock $ 24.97 244,413.29 $ 6,160,100 535,685.03 $ 13,475,500 (1) Includes upfront selling commissions and placement fees of $57,100 for the”
Franklin BSP Real Estate Debt, Inc. issued 228,246.53 shares of common stock for $25.15 per share.
“Regulation D thereunder. The following table details the Shares sold: Title of Securities Price per Share Number of Shares Sold Aggregate Consideration (1) Class G Common Stock $ 25.15 228,246.53 $ 5,740,400 Class G-D Common Stock $ 24.99 63,025.21 $ 1,575,000 Class G-S Common Stock $ 24.97 244,413.29 $ 6,160,100 535,685.03 $ 13,475,500 (1) Includes upfront”
ESTEE LAUDER COMPANIES INC issued 11,034,685 shares of common stock to three trusts affiliated with descendants of Leonard A. Lauder.
“On November 4, 2025, The Estée Lauder Companies Inc. (the “Company”) issued 11,034,685 shares of Class A Common Stock, par value $.01 per share, of the Company to three trusts affiliated with descendants of Leonard A. Lauder (the “Selling Stockholders”) upon the conversion by such Selling Stockholders of an equal number of shares of Class B Common Stock, par value $.01 per share, of the Company.”
CAMPBELL FUND TRUST issued unit to existing and/or new unitholders for $2,944,000.00, $2,144,019.60 and $100,000.00 in cash for Series A, Series D and Series W, respectively.
“Effective as of October 31, 2025, Registrant sold equity securities in Registrant ("Units of Beneficial Interest") to existing and/or new unitholders of Registrant in transactions that were not registered under the Securities Act of 1933, as amended (the "Securities Act"). The aggregate estimate consideration for Units of Beneficial Interest, excluding escrow interest, sold on October 31, 2025 was $2,944,000.00, $2,144,019.60 and $100,000.00 in cash for Series A, Series D and Series W, respectively.”
Bio Green Med Solution, Inc. issued an aggregate of 1,402,605 shares of Common Stock of common stock to certain accredited investors (the "Holders").
“The shares of Common Stock issuable to the Holders pursuant to the Exchange Agreement will be issued without registration under the Securities Act of 1933, as amended, in reliance on the exemption provided by Section 3(a)(9).”
GoPro, Inc. issued up to 11,076,968 shares of its Class A Common Stock of warrant to Mateo Financing, LLC for Exercise Price of the Original Warrant from $1.25 per share to $0.75 per share.
“On November 5, 2025, the Company and Mateo Financing, LLC, the warrant holder of the remaining outstanding warrants to purchase up to11,076,968 shares of its Class A Common Stock, $.0001 par value per share (the “Warrant holder”) agreed to amend the issued warrant (the “Original Warrant”) entered into under the terms of the Warrant Agreement dated August 4, 2025, by and among the Company and the Warrant holder (the “Warrant Agreement”) to amend the definition of “Exercise Price” of the Original Warrant from $1.25 per share to $0.75 per share (the “2025 Warrant Amendment”).”
GoPro, Inc. issued common stock to The Woodman Family Trust under Trust Agreement dated March 11, 2011, of which Mr. Nicholas Woodman, the Company’s Chief Executive Officer and Chairman of the Board of Directors of the Company, is co-trustee for aggregate purchase price of $2,000,000.
“On November 5, 2025, the Company entered into a Subscription Agreement with The Woodman Family Trust under Trust Agreement dated March 11, 2011, of which Mr. Nicholas Woodman, the Company’s Chief Executive Officer and Chairman of the Board of Directors of the Company, is co-trustee (such trust, the “Purchaser”), whereby the Company will issue and sell to the Purchaser Class A Common Stock shares, par value $0.0001 of the Company, for an aggregate purchase price of $2,000,000 (the “Subscription Agreement”).”
Streamex Corp. issued convertible note to YA II PN, LTD. for $25,000,000 principal amount.
“the Company issued an initial tranche of Convertible Debenture to Yorkville with a principal amount of $25,000,000 (the "First Convertible Debenture").”
Phio Pharmaceuticals Corp. issued up to 424,739 shares of Common Stock of warrant to H.C. Wainwright & Co., LLC for services as placement agent.
“Additionally, in connection with the above-mentioned offering, the Company agreed to issue to Wainwright or its designees as compensation, warrants to purchase up to an aggregate of 424,739 shares of Common Stock, equal to 7.5% of the aggregate number of Existing Warrants exercised in the offering (the “Placement Agent Warrants”) and, if the New Warrants are exercised for cash in the future, further warrants to purchase shares of Common Stock equal to the 7.5% of the aggregate number of New Warrants so exercised.”
Phio Pharmaceuticals Corp. issued up to 11,326,364 shares of Common Stock of warrant to holders of existing common stock warrants for exercise of existing warrants for cash and payment of $0.125 per New Warrant, aggregate $1,415,795.50.
“In consideration for the exercise of such warrants for cash and the payment of an additional $0.125 per New Warrant (as defined below), or an aggregate of $1,415,795.50 for all New Warrants, the Company agreed to issue to the Holders new unregistered Series A Warrants (the “New Warrants”) to purchase an aggregate of up to 11,326,364 shares of Common Stock (the “New Warrant Shares”).”
Aeva Technologies, Inc. issued convertible note to Apollo Funds for $100.0 million aggregate principal amount.
“On November 4, 2025, Aeva Technologies, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain funds affiliated with Apollo Global Securities, LLC (the “Apollo Funds”) relating to the sale by Company to the Apollo Funds of $100.0 million aggregate principal amount of the Company’s 4.375% Convertible Senior Notes due 2032 (the “Notes”).”
Westrock Coffee Co issued convertible note to HF Direct Investments Pool, LLC, Jeffrey H. Fox Revocable Trust, an affiliate of The Stephens Group, LLC for $30 million in aggregate principal amount.
“On November 4, 2025, Westrock Coffee Company, a Delaware corporation (the “ Company ”) sold and issued in a private placement $30 million in aggregate principal amount of 5.00% convertible senior notes due 2031”
Affirm Holdings, Inc. issued up to an aggregate of 15,000,000 shares of Class A common stock of warrant to Amazon.com Services LLC.
“On November 2, 2025, in connection with the entry into the Restated Agreement, the Company and Amazon Services entered into a second amendment (the “Second Amendment”) to the amended and restated warrant (as amended, the “Warrant”) to purchase up to an aggregate of 15,000,000 shares of Class A common stock, $0.00001 par value per share (the “Warrant Shares”), of the Company.”
AVAX ONE TECHNOLOGY LTD. issued 928,145 restricted Common Shares of common stock to Anthony Scaramucci (through Ground Tunnel Capital LLC) and Brett Tejpaul.
“Pursuant to the terms of each Strategic Advisor Agreement, the Company issued to the Strategic Advisors an aggregate of 928,145 restricted Common Shares (the “Strategic Advisor Shares”).”
AVAX ONE TECHNOLOGY LTD. issued 6,123,837 prefunded warrants of warrant to certain institutional and accredited investors for $219,042,206 aggregate purchase price.
“The total number of Shares issued was 86,690,657 and the total number of prefunded warrants was 6,123,837 for a total aggregate purchase price of $219,042,206 of which $145,375,936 was funded in cash and cash equivalents and $73,662,270 was funded in AVAX tokens.”
AVAX ONE TECHNOLOGY LTD. issued 86,690,657 shares of common stock to certain institutional and accredited investors for $219,042,206 aggregate purchase price.
“The total number of Shares issued was 86,690,657 and the total number of prefunded warrants was 6,123,837 for a total aggregate purchase price of $219,042,206 of which $145,375,936 was funded in cash and cash equivalents and $73,662,270 was funded in AVAX tokens.”
Zapata Quantum, Inc. issued 7,000 shares of preferred stock to accredited investors for $100 per share.
“the Company offered and sold 7,000 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 $700,000.”
Vivid Seats Inc. issued warrant to TRA Parties.
“The Company’s issuance of the Amended and Restated Corporation Warrants did not involve an underwriter and was not registered under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) and the representations made by the TRA Parties in the CSA.”
Principal Credit Real Estate Income Trust issued 41,512.80 common shares of common stock to accredited investors for aggregate consideration of approximately $848,000.
“on November 3, 2025, the Company sold an aggregate of 41,512.80 common shares (the “Shares”) for aggregate consideration of approximately $848,000”
BlackRock Monticello Debt Real Estate Investment Trust issued 1,997.3315 shares of common stock to third party investors for $50,000.
“In connection with the continuous private offering of BlackRock Monticello Debt Real Estate Investment Trust (the “Company”), on November 3, 2025, the Company sold an aggregate of 195,508.3164 common shares (the “Shares”) for aggregate consideration of $4,890,000 to third party investors of the Company. The offer and sale of the Shares was exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder. The following table details the Shares sold: Title of Securities Number of Shares Sold Aggregate Consideration Class F-I Common Shares 193,510.9849 $4,840,000 Class E Common Shares 1,997.3315 $50,000”
BlackRock Monticello Debt Real Estate Investment Trust issued 193,510.9849 shares of common stock to third party investors for $4,840,000.
“In connection with the continuous private offering of BlackRock Monticello Debt Real Estate Investment Trust (the “Company”), on November 3, 2025, the Company sold an aggregate of 195,508.3164 common shares (the “Shares”) for aggregate consideration of $4,890,000 to third party investors of the Company. The offer and sale of the Shares was exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder. The following table details the Shares sold: Title of Securities Number of Shares Sold Aggregate Consideration Class F-I Common Shares 193,510.9849 $4,840,000 Class E Common Shares 1,997.3315 $50,000”
Apollo IG Core Replacement, L.P. issued securities for approximately $565 million in cash.
“On November 1, 2025, Apollo IG Core Replacement, L.P. (“Apollo IG Core”) issued unregistered limited partnership interests (the “Interests”) for aggregate consideration of approximately $565 million in cash.”
Westin Acquisition Corp issued 235,000 Private Units of unit to Westin Investment Co. Ltd. (the Sponsor) for $10.00 per Private Unit, generating aggregate gross proceeds of $2,350,000.
“Simultaneously with the consummation of the IPO, the Company consummated the private placement (the “Private Placement”) with the Sponsor, of 235,000 units (the “Private Units”) at a price of $10.00 per Private Unit, generating aggregate gross proceeds of $2,350,000.”
Macquarie Infrastructure Fund, L.P. issued common stock to an affiliate of the General Partner and the Adviser for $25.00 per Class E Unit, for aggregate consideration of $10.5 million.
“On October 31, 2025, the Fund sold unregistered Class E Units at a price per Class E Unit of $25.00, for aggregate consideration of $10.5 million.”
IMAX CORP issued convertible note to Initial Purchasers (J.P. Morgan Securities LLC and Wells Fargo Securities LLC, as representatives) for $220 million aggregate principal amount plus up to $30 million additional.
“whom J.P. Morgan Securities LLC and Wells Fargo Securities, LLC acted as representatives (the “Representatives”), and the Initial Purchasers agreed to purchase from the Company, $220 million aggregate principal amount of the Company’s 0.750% Convertible Senior Notes due 2030 (the “base notes”), pursuant to a purchase agreement (the “Purchase Agreement”) among the”
Seagate Technology Holdings plc issued a number of Seagate’s ordinary shares to be determined over a one trading day period beginning on, and including, November 5, 2025 of common stock to holders of Seagate HDD's 3.50% Exchangeable Senior Notes due 2028 for approximately $503.4 million in cash and ordinary shares.
“Seagate Technology Holdings plc (NASDAQ: STX) (“Seagate” or “us”) and Seagate HDD Cayman, a subsidiary of Seagate (“Seagate HDD”) today announced that on November 4, 2025, they entered into separate, privately negotiated exchange agreements with a limited number of holders of Seagate HDD’s 3.50% Exchangeable Senior Notes due 2028 (the “notes”) to exchange (collectively, the “exchanges”) $500 million principal amount of notes for consideration consisting of an aggregate of approximately $503.4 million in cash and a number of Seagate’s ordinary shares (the “ordinary shares”) to be determined over a one trading day period beginning on, and including, November 5, 2025.”
Beyond Air, Inc. issued up to 512,821 shares of common stock of warrant to Robert Carey for $1.95 per share.
“the issuance of new five-year warrants to Mr. Carey to purchase up to 512,821 shares of common stock at an exercise price of $1.95 per share (the “Supplemental Warrants”).”
Beyond Air, Inc. issued common stock to Streeterville Capital, LLC for up to $20 million.
“Air, Inc., (the “Company”) entered into an equity purchase agreement (the “Purchase Agreement”) with Streeterville Capital, LLC (“Streeterville”) for the purchase of up to $20 million of the Company’s shares of common stock. In connection with the Purchase Agreement, the Company and Streeterville entered into a Registration Rights Agreement (the “Registration”
Blackstone Real Estate Income Trust, Inc. issued 570,186 of common stock to accredited investors for $7,943,299.
“of approximately $7.9 million. The following table details the Shares sold: Title of Securities Number of Shares Sold Aggregate Consideration (1) Class S-2 Shares 570,186 $7,943,299 (1) Aggregate consideration for Class S-2 Shares includes upfront selling commissions of approximately $50,099. The purchase price was equal to the net asset value per Class S-2”
ExchangeRight Income Fund issued 13,004 of its Class D Common Shares of common stock to accredited investors for $355,000.
“The following table details the shares sold: Number of Gross Share Class Shares Sold Proceeds Class ER-A Common Shares 13,194 $ 383,000 * Class D Common Shares 13,004 $ 355,000 *Includes selling commissions as described above. Forward-Looking Statements Certain statements contained in this Current Report on Form 8-K other than historical facts may be”
ExchangeRight Income Fund issued 13,194 of its Class ER-A Common Shares of common stock to accredited investors for $383,000.
“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 13,194 $ 383,000 * Class D Common Shares 13,004 $ 355,000 *Includes selling commissions as described above. Forward-Looking Statements Certain statements contained in this Current Report on Form”
Dragonfly Energy Holdings Corp. issued $25 million of shares of preferred stock to Lenders for $25 million outstanding principal amount of the Term Loan.
“on November 4, 2025, the Company and the Lenders entered into an exchange agreement (the “Exchange Agreement”) pursuant to which the Company issued $25 million of shares of newly created Series B Convertible Preferred Stock of the Company (the “Series B Preferred Stock”) in exchange for $25 million outstanding principal amount of the Term Loan.”
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.