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
BYND BEYOND MEAT, INC.

BEYOND MEAT, INC. issued 1,684,270 New Shares of common stock to eligible holders of the Existing Convertible Notes accepted for exchange in the Exchange Offer for exchange of Existing Convertible Notes.

“on October 30, 2025, in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder, the Company issued 1,684,270 New Shares and $1,004,000 in aggregate principal amount of New Convertible Notes to eligible holders of the Existing Convertible Notes accepted for exchange in the Exchange Offer.”
IDAI T Stamp Inc

T Stamp Inc issued 1,035,999 shares of common stock (413,696 from September 2024 Warrants + 621,303 from January 2025 Warrants) of warrant to institutional investor for exercise of Existing Warrants at reduced price of $4.20 per share, plus issuance of New Warrants to purchase 2,511,044 shares.

“below). As consideration for the Exercise, the Company agreed to (i) reduce the exercise price of all of the Existing Warrants, including any unexercised portion thereof, to $4.20 per share, which is equal to the most recent closing price of the Company’s common stock on the Nasdaq Stock Market prior to the execution of the WEEA; (ii) issue to the”
IPST IP STRATEGY HOLDINGS, INC.

IP STRATEGY HOLDINGS, INC. issued common stock.

“On October 30, 2025, Heritage Distilling Holding Company, Inc., a Delaware corporation doing business under the name IP Strategy (the “Company”), filed a Third Amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”).”
MSD Investment Corp.

MSD Investment Corp. issued 8,371,704 shares of common stock to accredited investors for approximately $200.0 million.

“On October 9, 2025, MSD Investment Corp. (the “ Company ”) delivered a capital drawdown notice to its stockholders relating to the sale of 8,371,704 shares (the “ Shares ”) of the Company's common stock, par value $0.001 per share (the “ Common Stock ”) for an aggregate offering price of approximately $200.0 million.”
Stellus Private Credit BDC

Stellus Private Credit BDC issued 158,404 common shares of beneficial interest of common stock to the Company and its investors for $2,417,219.95.

“On October 30, 2025, Stellus Private Credit BDC (the “Company”) issued 158,404 common shares of beneficial interest (the “Shares”) of the Company for an aggregate offering price of $2,417,219.95.”
FLYE Fly-E Group, Inc.

Fly-E Group, Inc. issued every twenty shares of Common Stock will be combined into one share of common stock.

“On October 27, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware (the “Certificate of Amendment”), which effects the Reverse Stock Split at a ratio of 20-to-1, and such Certificate of Amendment will become effective as of 9:00 a.m. ET on November 4, 2025”
APXT Apex Treasury Corp

Apex Treasury Corp issued 8,894,000 warrants of warrant to the Sponsor and the Underwriters for $1.00 per Private Placement Warrant.

“On October 29, 2025, simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreements, the Company completed the private sale of an aggregate of 8,894,000 warrants (the “ Private Placement Warrants ”) to the Sponsor and the Underwriters at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $8,894,000.”
DNMX Dynamix Corp III

Dynamix Corp III issued 6,275,000 warrants of warrant to Sponsor and Underwriters for $1.00 per warrant, generating $6,275,000.

“On October 29, 2025, simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreements, the Company completed the private sale of an aggregate of 6,275,000 warrants (the “ Private Placement Warrants ”) to the Sponsor and the Underwriters at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $6,275,000.”
MTB M&T BANK CORP

M&T BANK CORP issued preferred stock.

“establishing the rights, preferences, privileges, qualifications, restrictions and limitations of a new series of its preferred stock designated as the Perpetual 6.350% Non-Cumulative Preferred Stock, Series K”
GPUS Hyperscale Data, Inc.

Hyperscale Data, Inc. issued 2,500,000 of common stock for conversion of $1,000,000 of principal and accrued interest under a convertible note.

“On October 28, 2025, the Company issued 2,500,000 of Class A Common Stock upon conversion of $1,000,000 of principal and accrued interest under a convertible note.”
GPUS Hyperscale Data, Inc.

Hyperscale Data, Inc. issued 7,500,000 shares of common stock.

“the Company issued an aggregate of 7,500,000 shares of Class A Common Stock upon conversion of 3,000 shares of Series B Convertible Preferred Stock.”
GPUS Hyperscale Data, Inc.

Hyperscale Data, Inc. issued 10 shares of common stock.

“Hyperscale Data, Inc. (the “ Company ”) issued an aggregate of 10 shares of its Class A common stock (“ Class A Common Stock ”) upon conversion of an equal number of shares of Class B common stock.”
BKYI BIO KEY INTERNATIONAL INC

BIO KEY INTERNATIONAL INC issued 429,027 shares of common stock to Streeterville Capital, LLC.

“exchange (the “Exchange”) the Partitioned Notes for an aggregate of 429,027 shares (the “Exchange Shares”) of the Company’s Common Stock”
BKYI BIO KEY INTERNATIONAL INC

BIO KEY INTERNATIONAL INC issued 6,183,336 shares of warrant to existing institutional investor for combined purchase price of $0.25 per Existing Warrant.

“Warrants, subject to compliance with the beneficial ownership limitations included in the Existing Warrants, and the payment by the Investor of the combined purchase price of $0.25 per Existing Warrant (the “New Warrant Consideration”), the Investor received new unregistered warrants to purchase up to an aggregate of 6,183,336 shares of the Company’s Common”
BKYI BIO KEY INTERNATIONAL INC

BIO KEY INTERNATIONAL INC issued 3,091,668 shares of common stock to existing institutional investor.

“On October 27, 2025, BIO-key International, Inc. (the “Company”) entered into a warrant exercise agreement (the “Warrant Exercise Agreement”) with an existing institutional investor (the “Investor”) to exercise certain outstanding warrants to purchase an aggregate of 3,091,668 shares of the Company’s common stock”
COCP Cocrystal Pharma, Inc.

Cocrystal Pharma, Inc. issued 739,426 units of unit to four accredited investors (the “Purchasers”) for $1.39 per unit; gross proceeds were $1.03 million.

“On October 28, 2025, Cocrystal Pharma, Inc., a Delaware corporation (the “Company” or “Cocrystal”) entered into a Securities Purchase Agreement (“SPA”) with four accredited investors (the “Purchasers”) under which the Purchasers purchased a total of 739,426 units of the Company’s securities. The units were priced at-the-market under the rules of the Nasdaq Stock Market at a purchase price of $1.39 per unit. Each unit consisted of one share of common stock and one warrant to purchase two shares of common stock at an exercise price of $1.24 per share over a 27-month period.”
KDP Keurig Dr Pepper Inc.

Keurig Dr Pepper Inc. issued 3,000,000 shares of a new series of Series A Convertible Perpetual Preferred Stock of preferred stock to Pour Purchaser L.P. and AP Pour Holdings, L.P. for purchase price per share of $1,000 and an aggregate purchase price of $3.0 billion.

“Pursuant to the Preferred Investment Agreement, on the terms and subject to the conditions set forth therein, the Company agreed to issue and sell to the Preferred Investors (the date of such issuance, the “ Issue Date ”), and the Preferred Investors agreed to purchase from the Company, 3,000,000 shares of a new series of Series A Convertible Perpetual Preferred Stock, par value $0.01 per share (the “ Convertible Preferred Stock ”), of KDP for a purchase price per share of $1,000 and an aggregate purchase price of $3.0 billion”
FIEE FiEE, Inc.

FiEE, Inc. issued warrant to purchase 404,002 shares of Common Stock of warrant to David Lazar.

“On July 2, 2025, the Company issued a warrant to purchase 404,002 shares of Common Stock with an exercise price of $0.01 per share, subject to adjustment (the “July 2025 Warrant”) to Mr. Lazar in connection with a Services Agreement entered into on May 9, 2025 between the Company and David Lazar”
FIEE FiEE, Inc.

FiEE, Inc. issued 1,235,814 shares of common stock to David Lazar for $300,000 principal amount.

“with David Lazar, a former executive officer and director of the Company. Under the terms of the Convertible Note, the Company agreed to pay Mr. Lazar a principal amount of $300,000, bearing interest at an annual rate of approximately 4.34%, with the full principal and interest balance due on or before December 31, 2025. Pursuant to the terms of the”
PPTA PERPETUA RESOURCES CORP.

PERPETUA RESOURCES CORP. issued 280,415 Shares of common stock to Agnico Eagle Mines Limited for at the Offering Price.

“The sale of the Shares issued in the Concurrent Private Placement 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.”
SBEV SPLASH BEVERAGE GROUP, INC.

SPLASH BEVERAGE GROUP, INC. issued shares of Series A-1 Convertible Redeemable Preferred Stock of preferred stock to accredited investors for total gross proceeds of $400,000.

“On August 9, 2025 and October 24, 2025, Splash Beverage Group, Inc. ( the “Company”) sold to two accredited investors shares of Series A-1 Convertible Redeemable Preferred Stock (the “Series A-1”), together with a total of 100,000 one-year Class A Warrants (the “A Warrants”) and 100,000 five-year Class B Warrants (the “B Warrants” and together with the A Warrants, the “Warrants”) for total gross proceeds of $400,000.”
BYND BEYOND MEAT, INC.

BEYOND MEAT, INC. issued convertible note to eligible holders of the Existing Convertible Notes for $459,000 in aggregate principal amount.

“Beyond Meat, Inc. (the “Company”) issued 776,610 shares of its common stock and $459,000 in aggregate principal amount of New Convertible Notes (as defined below) to eligible holders of the Existing Convertible Notes (as defined below) accepted for exchange in the Exchange Offer.”
BYND BEYOND MEAT, INC.

BEYOND MEAT, INC. issued 776,610 shares of common stock to eligible holders of the Existing Convertible Notes.

“Beyond Meat, Inc. (the “Company”) issued 776,610 shares of its common stock and $459,000 in aggregate principal amount of New Convertible Notes (as defined below) to eligible holders of the Existing Convertible Notes (as defined below) accepted for exchange in the Exchange Offer.”
BE Bloom Energy Corp

Bloom Energy Corp issued up to an aggregate of 3,531,073 shares of Class A Common Stock of warrant to Oracle Corporation.

“On October 28, 2025, in connection with the partnership between the Company and Oracle Corporation (“Oracle”) to provide on-site solid state power for AI data centers, subject to the negotiation of a warrant mutually acceptable to the Company and Oracle, the Company agreed to issue to Oracle a warrant (the “Warrant”) to purchase up to an aggregate of 3,531,073 shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), with an exercise price of $113.28 per share, closing market price on October 28, 2025.”
Cottonwood Communities, Inc.

Cottonwood Communities, Inc. issued 5,072 shares of Series 2025 Preferred Stock of preferred stock for in exchange for our Series 2019 Preferred Stock or Series 2023 Preferred Stock, as applicable.

“during the same period, we issued and sold 5,072 shares of Series 2025 Preferred Stock in exchange for our Series 2019 Preferred Stock or Series 2023 Preferred Stock, as applicable, in the Exchange Offering”
Cottonwood Communities, Inc.

Cottonwood Communities, Inc. issued 115,373 shares of Series 2025 Preferred Stock of preferred stock to accredited investors for $1,142,000.

“During the period from October 9, 2025 through October 29, 2025, we issued and sold 115,373 shares of Series 2025 Preferred Stock in the Series 2025 Private Offering and received aggregate proceeds of $1,142,000.”
SDST Stardust Power Inc.

Stardust Power Inc. issued 730,689 shares of Common Stock of common stock to institutional investor for no cash proceeds.

“Pursuant to the Exchange Agreement, the Investor agreed to irrevocably exchange all of its warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (“ Common Stock ”), originally issued on March 16, 2025 (the “ Existing Warrants ”), representing the right to purchase an aggregate of 958,400 shares of Common Stock (the “ Warrant Shares ”), for newly issued shares of Common Stock at an exchange ratio of 1.31 Warrant Shares for 1 share of Common Stock, resulting in the issuance to the Investor of 730,689 shares of Common Stock (the “ Acquired Shares ”) at closing (the “ Exchange ”).”
GLXY Galaxy Digital Inc.

Galaxy Digital Inc. issued up to 32,059,170 shares of common stock of convertible note to initial purchasers for $1.3 billion aggregate principal amount.

“Exchange Act. ☐ Item 1.01. Entry Into or Amendment of a Material Definitive Agreement. On October 30, 2025 (the “Closing Date”), Galaxy Digital Holdings LP (the “Issuer”) issued $1.3 billion (including $150 million issued upon the exercise in full of the initial purchasers’ option to purchase additional Notes (as defined below)) aggregate principal amount of its”
SNAL Snail, Inc.

Snail, Inc. issued convertible note to an accredited investor for aggregate principal amount of $2,200,000.

“On October 24, 2025, Snail, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an accredited investor (the “Investor”). Pursuant to the terms and conditions of the Securities Purchase Agreement, the Investor agreed to purchase from the Company in a private placement offering (the “Offering”) an unsecured convertible promissory Note in the aggregate principal amount of $2,200,000 (the “Note”).”
PALX Palomino Laboratories Inc.

Palomino Laboratories Inc. issued 18,333 warrants of warrant to Laidlaw & Company (UK) Ltd. (the “Placement Agent”).

“Laidlaw & Company (UK) Ltd. (the “Placement Agent”) was paid at closing (a) a cash commission of 10.0% of the aggregate gross purchase price (b) a non-allocable expense allowance equal to 2.0% of the aggregate gross purchase price, and (c) received 18,333 warrants (the “Placement Agent Warrants”).”
PALX Palomino Laboratories Inc.

Palomino Laboratories Inc. issued 183,334 Units of unit to accredited investors for gross proceeds of $275,001.00, $1.50 per Unit.

“On October 24, 2025, the Company and certain accredited investors mutually agreed to effect, and effected, an additional closing, with respect to 183,334 Units for gross proceeds of $275,001.00 (the “Offering”).”
TMGI Transglobal Management Group, Inc.

Transglobal Management Group, Inc. issued 666,700 shares of common stock of common stock to Angell Family Trust for returned to treasury.

“666,700 shares of common stock held in the name of the Angell Family Trust were returned to treasury.”
TMGI Transglobal Management Group, Inc.

Transglobal Management Group, Inc. issued 133 Series A Shares of preferred stock to Kelly Kirchhoff for as described in Item 1.01 above.

“the Company returned all 200 Series A Shares to treasury and simultaneously reissued in the aggregate all 200 Series A Shares to Jeff Foster (67) and Kelly Kirchhoff (133), the incoming Chief Executive Officer and Directors of the Company, for such consideration as described in Item 1.01 above.”
TMGI Transglobal Management Group, Inc.

Transglobal Management Group, Inc. issued 67 Series A Shares of preferred stock to Jeff Foster for as described in Item 1.01 above.

“the Company returned all 200 Series A Shares to treasury and simultaneously reissued in the aggregate all 200 Series A Shares to Jeff Foster (67) and Kelly Kirchhoff (133), the incoming Chief Executive Officer and Directors of the Company, for such consideration as described in Item 1.01 above.”
VIVK Vivakor, Inc.

Vivakor, Inc. issued 3,923,492 shares of common stock to J.J. Astor & Co. for $400,000 of the Principal Amount.

“On October 23, 2025, the Company received a Notice of Conversion from the Lender converting $400,000 of the Principal Amount of the Initial Note into 3,923,492 shares of the Company’s common stock (the “Shares”).”
RENT Rent the Runway, Inc.

Rent the Runway, Inc. issued 26,175,193 shares of Class A Common Stock of common stock to Lender (CHS US Investments LLC) for contributed all amounts owing to Lender under the Existing Credit Agreement in excess of $100 million.

“Lender contributed all amounts owing to Lender under the Existing Credit Agreement in excess of $100 million in exchange for 26,175,193 shares of Class A Common Stock”
RENT Rent the Runway, Inc.

Rent the Runway, Inc. issued 2,320,769 shares of Class A Common Stock of common stock to Investor Group (CHS US Investments LLC, Gateway Runway, LLC, S3 RR Aggregator, LLC) for $4.08 per share; gross proceeds approximately $9.5 million.

“the Company issued an aggregate of 2,320,769 shares of Class A Common Stock to the Investor Group, of which 1,624,539 shares were purchased by Lender, 348,115 shares were purchased by Nexus and 348,115 shares were purchased by STORY3. The gross proceeds received by the Company from the Backstop Commitment were approximately $9.5 million.”
STEX Streamex Corp.

Streamex Corp. issued convertible note to YA II PN, LTD. for $25,000,000 principal amount.

“the Company will issue to Yorkville a Convertible Debenture in the principal amount of $25,000,000”
IPDN Professional Diversity Network, Inc.

Professional Diversity Network, Inc. issued common stock to the Investor.

“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.”
GNPX Genprex, Inc.

Genprex, Inc. issued up to an aggregate of 755,560 shares of Common Stock of warrant to certain investors named therein (the "Purchasers").

“the Company agreed to issue to the Purchasers warrants (the "Private Warrants") exercisable for up to an aggregate of 755,560 shares of Common Stock (the "Private Warrant Shares")”
GDC GD Culture Group Ltd

GD Culture Group Ltd issued an aggregate of 1,333,334 shares of common stock of common stock to certain accredited investor for a purchase price of $2.10 per share, for gross proceeds in the amount of approximately $2,800,000.

“On October 24, 2025, GD Culture Group Limited, a Nevada corporation (the “Company”) entered into securities purchase agreements (the “Securities Purchase Agreement”) with certain accredited investor (the “Investor”), pursuant to which the Company agreed to issue and sell, in a private placement (the “Private Placement”), an aggregate of 1,333,334 shares of common stock (the “Shares”), par value $0.0001 per share (the “Common Stock”) at a purchase price of $2.10 per share, for gross proceeds in the amount of approximately $2,800,000.”
North Haven Private Income Fund LLC

North Haven Private Income Fund LLC issued approximately 1,551,396 of the Company’s Class S units of unit to accredited investors for $18.70 per unit.

“sold approximately 1,551,396 of the Company’s Class S units (the “Units”) for an aggregate offering price of approximately $29.01 million, reflecting a purchase price of $18.70 per unit (with the final number of Units being determined on October 23, 2025)”
TGL TREASURE GLOBAL INC

TREASURE GLOBAL INC issued common stock to Astute All Advisory Ltd for total sum of US$1,500,000.00.

“of the Service Provider of its obligations, and the provision of the Services pursuant to this Agreement, the Company shall pay to the Service Provider a total sum of US$1,500,000.00 (the “Service Fee”) in the manner outlined in the Management Consultancy Agreement. The Service Fee shall be due and earned upon execution of the Management Consultancy Agreement”
MGRX MANGOCEUTICALS, INC.

MANGOCEUTICALS, INC. issued 23,466 shares of common stock of common stock to Platinum Point Capital, LLC for conversion of 32 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $35,200) pursuant to a conversion price of $1.50 per share.

“On October 16, 2025, Platinum Point Capital, LLC, a holder of the Company’s Series B Convertible Preferred Stock, converted 32 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $35,200) into 23,466 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share.”
MGRX MANGOCEUTICALS, INC.

MANGOCEUTICALS, INC. issued 366,667 shares of common stock of common stock to Indigo Capital LP for conversion of 500 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $500,000) pursuant to a conversion price of $1.50 per share.

“On September 15, 2025, Indigo Capital LP, a holder of the Company’s Series B Convertible Preferred Stock, converted 500 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $500,000) into 366,667 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share.”
North Haven Private Income Fund A LLC

North Haven Private Income Fund A LLC issued approximately 169,297 of the Company's Class I units of unit to accredited investors for an aggregate offering price of approximately $3.4 million.

“As of October 1, 2025, North Haven Private Income Fund A LLC ("we", the "Company" or the "Fund"), sold approximately 169,297 of the Company’s Class I units (the “Units”) for an aggregate offering price of approximately $3.4 million, reflecting a purchase price of $20.22 per unit (with the final number of Units being determined on October 23, 2025).”
LGAM Private Credit LLC

LGAM Private Credit LLC issued 455,191 of the Company’s Common Units of common stock to unitholders for aggregate offering price of approximately $9.1 million, reflecting a purchase price of $20.06 per unit.

“sold approximately 455,191 of the Company’s Common Units (the “Units”) for an aggregate offering price of approximately $9.1 million, reflecting a purchase price of $20.06 per unit”
MWYN Marwynn Holdings, Inc.

Marwynn Holdings, Inc. issued 3,140,800 shares of common stock of common stock to certain investors (the "Subscribers") for $0.45 per Share, for aggregate gross proceeds of approximately $1,413,360.

“at a purchase price of $0.45 per Share, for aggregate gross proceeds of approximately $1,413,360”
FUSE Fusemachines Inc.

Fusemachines Inc. issued 1,184,000 shares of New Fusemachines Common Stock of common stock to Consilium Frontier Equity Fund for $9.4 million.

“New Fusemachines issued 1,184,000 shares of New Fusemachines Common Stock to Consilium Frontier Equity Fund. On the Closing Date, the Company received approximately $9.4 million in connection with the PIPE Investment and related transactions.”
GPRE Green Plains Inc.

Green Plains Inc. issued convertible note to accredited investors, qualified institutional buyers, and non-U.S. persons.

“The 2030 Notes were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act. In determining that the issuance of the 2030 Notes qualified for the exemption from registration provided by Section 4(a)(2) of the Securities Act, the company relied on the following facts: (i) all of the investors were either (A) "accredited investors" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act, (B) "qualified institutional buyers" as defined in Rule 144A under the Securities Act or (C) not a "U.S. person" (as defined in Regulation S promulgated under the Securities Act), (ii) the company did not use any form of general solicitation or advertising to offer the 2030 Notes, and (iii) the investment intent of the investors.”

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.