The maximum number of shares a company's charter allows it to issue; shares outstanding plus shares reserved for warrants, convertibles and plans cannot exceed it.
The Form S-3 limit (General Instruction I.B.6) that caps companies with under $75 million of public float at selling one-third of that float in primary offerings in any 12 months.
A way to exercise a warrant or option without paying cash, where the holder receives only the net number of shares whose value exceeds the exercise price.
Short interest divided by average daily trading volume; a rough estimate of how many days of normal trading it would take for all short sellers to buy back their shares.
Informal name for a feedback loop where conversions of a market-priced convertible add shares, the added supply coincides with a lower price, and the lower price produces more shares per conversion.
A letter from a stock exchange telling a listed company it no longer meets a continued listing requirement, such as the $1.00 minimum bid price, and starting a compliance period.
An agreement under which an investor commits to buy a company's newly issued shares over time, at the company's request, at a price set by a formula tied to recent trading.
A convertible note or preferred stock whose conversion price can fall with the market price without any minimum, so a lower stock price means more shares on conversion.
The quarterly report a US public company files for each of its first three fiscal quarters, with unaudited financial statements, due 40 or 45 days after quarter end depending on filer status.
A quarterly SEC report in which institutional investment managers with at least $100 million in qualifying US securities list their long holdings, filed within 45 days of quarter end.
The SEC filing that officers, directors and holders of more than 10% must make within two business days to report a change in their holdings of the company's securities.
A prospectus supplement filed under SEC Rule 424(b)(5) to document a specific offering made off an effective shelf, stating the securities sold, the price and the use of proceeds.
The SEC current report a public company files, generally within four business days, to disclose specified material events such as agreements, offerings, executive changes and listing notices.
The short-form SEC registration statement that eligible reporting companies use for shelf offerings, letting them incorporate their existing filings by reference and sell securities quickly.
The strongest form of price-reset protection, where a warrant or convertible's price drops all the way to the price of any later, cheaper issuance, however small that issuance is.
A disclosure that there is substantial doubt about a company's ability to continue operating and meet its obligations for one year after its financial statements are issued.
A contractual limit on how many shares a holder may sell per day or per period, often set as a percentage of daily trading volume, so a large block is not sold all at once.
The US market-wide rule that keeps individual stocks trading within percentage price bands around a recent average and pauses trading for five minutes if a band is not restored.
The window of recent trading days a financing agreement looks back over to set a conversion or purchase price, such as the lowest VWAP in the prior ten trading days.
The shares, or their market value, held by anyone who is not an affiliate of the company; it is the SEC's float measure and includes restricted shares held by non-affiliates.
A clause that stops a holder from converting or exercising a security if doing so would push its beneficial ownership above a set limit, typically 4.99% or 9.99% of the common stock.
A private sale of unregistered shares, warrants or convertibles by a public company to selected investors, usually followed by a registration statement so the buyers can resell.
A broker-dealer hired to find investors for a company's offering on a best-efforts basis, paid a cash fee and often warrants, without committing to buy the securities itself.
A warrant sold for almost the full share price up front, leaving a nominal exercise price such as $0.0001, used so a buyer can stay under ownership limits until it exercises.
A financing where an investor pays the company cash up front and is repaid mainly in newly issued shares, usually priced at a discount to recent trading.
The shares of a company held by investors other than its officers, directors and controlling holders, or their market value; the SEC uses the dollar figure for form eligibility.
A clause that lowers a warrant's exercise price or a convertible's conversion price if the company later issues stock at a lower price, or if the stock trades below a set level.
A sale of newly issued shares to a small group of investors arranged by a placement agent, made off an effective shelf registration so the shares are freely tradeable at closing.
A corporate action that combines a set number of existing shares into one share, cutting the share count and raising the per-share price by the same ratio. Ownership percentages do not change.
The SEC safe harbor that lets holders publicly resell restricted or control securities without registration once conditions such as a holding period are met.
A registration statement that registers shares already issued or issuable to named investors so they can sell them publicly; the company itself usually receives no proceeds from those sales.
A registration statement, usually on Form S-3, that registers securities now so the company can sell them later in one or more offerings without filing a new registration each time.
Market slang for financing structures, such as floorless or variable-price convertibles and aggressive price resets, whose share issuance grows as the stock price falls.
A temporary stop in trading of a security ordered by its listing exchange or the SEC, for example pending material news, to request information, or after a volatility pause.
A conversion feature where the price at which a note or preferred converts into common stock is reset to a formula based on recent trading prices, often at a discount.
The percentage below a volume-weighted average price at which an investor buys or converts into shares under a financing agreement, such as 97% of VWAP or 80% of the lowest VWAP.
A deal in which a company persuades warrant holders to exercise for cash now, usually by lowering the exercise price and issuing new warrants as a sweetener.
The block of shares that could be created if a company's outstanding warrants are exercised. It is potential dilution that does not yet appear in the shares outstanding figure.
