At-the-market offering where a company sells shares directly into the open market through a broker-dealer at prevailing market prices, typically under a shelf registration.

A contractual clause that adjusts an investor's conversion price or share count to compensate for future dilutive issuances, protecting certain shareholders at the expense of others.

The maximum number of shares a company is legally permitted to issue as specified in its articles of incorporation. The gap between authorized and outstanding shares represents potential dilution capacity.

SEC rule limiting companies with public floats below $75 million to selling no more than one-third of their float in any 12-month period through S-3 shelf registrations.

The number of shares currently issued and held by shareholders, excluding potential shares from options, warrants, and convertible securities.

The rate at which a company spends its cash reserves, typically measured monthly or quarterly. High burn rates with low cash reserves signal near-term dilution risk.

The number of months a company can continue operating at its current burn rate before exhausting cash reserves. Short cash runway is the strongest predictor of imminent dilution.

A warrant or option exercise where the holder receives fewer shares instead of paying the exercise price in cash, using the intrinsic value to cover the cost.

The standard equity security representing ownership in a company, with voting rights and residual claims on assets. Common shareholders bear the primary impact of dilution.

The price at which a convertible security (note or preferred stock) converts into common shares. Lower conversion prices result in more shares issued and greater dilution.

A debt instrument that can be converted into equity (common shares) at a specified conversion price, either at the holder's option or mandatorily upon certain conditions.

A toxic convertible structure where the conversion price decreases as the stock price falls, creating a feedback loop where conversion drives price lower, triggering more conversion at even lower prices.

Earnings per share calculated using the fully diluted share count, which includes all potential shares from options, warrants, and convertible securities.

The total share count including all potential shares from in-the-money options, warrants, convertible notes, and other dilutive securities, calculated using standard accounting methods.

DilutionWatch's proprietary 0-100 risk rating that quantifies stock dilution risk by analyzing SEC filings, share issuance patterns, warrant overhang, cash runway, and historical dilution rates.

A securities offering where shares are sold directly to specific investors (often institutional) rather than through an exchange, typically at a discount to market price.

The price at which a warrant or option holder can purchase shares from the company, also called the strike price.

The number of shares available for public trading, calculated as total outstanding shares minus restricted shares held by insiders and other locked-up holders.

SEC filing form for prospectus supplements filed under Rule 424(b), used to disclose specific offering terms under an existing shelf registration.

SEC current report filed to announce material events, including offering announcements, financing agreements, and other dilution-relevant disclosures.

SEC registration statement for initial public offerings and other securities registrations that don't qualify for the shorter Form S-3.

SEC registration statement for shelf offerings, available to companies meeting specific eligibility requirements including minimum public float and reporting history.

The total potential share count if all dilutive securities (options, warrants, convertibles) were exercised or converted, representing maximum possible dilution.

The total market value of a company's outstanding shares, calculated as share price multiplied by shares outstanding.

A shelf registration authorizing multiple types of securities (common stock, preferred stock, warrants, debt) up to a total dollar amount, providing maximum financing flexibility.

The percentage below current market price at which new shares are sold in a direct or PIPE offering, representing a direct value transfer from existing shareholders.

The total number of shares currently issued and held by all shareholders, including insiders and institutional holders but excluding treasury shares.

Private Investment in Public Equity - a private placement of securities to accredited investors, typically at a discount to market price, with subsequent registration for resale.

A warrant where most of the purchase price is paid upfront with only a nominal exercise price remaining (typically $0.001), functionally equivalent to common shares.

A class of stock with priority over common stock for dividends and liquidation, often convertible into common shares. Preferred stock issuance and conversion create dilution for common shareholders.

A legal document describing a securities offering, including the type, amount, price, and terms of securities being offered, along with company information and risk factors.

An addition to a base prospectus that describes specific offering terms, filed when securities are sold under a shelf registration.

An offering of securities directly to a small number of investors under an effective registration statement, combining the speed of a private placement with the registration of a public offering.

A corporate action that reduces the number of outstanding shares by combining multiple shares into one, increasing the per-share price without changing market capitalization.

SEC rule allowing companies to register securities for future issuance over up to three years through shelf registration statements.

The SEC's Electronic Data Gathering, Analysis, and Retrieval system where all public company filings are stored and publicly accessible.

The sale of securities by an already-public company, either newly issued shares (dilutive) or existing shares sold by insiders/early investors (non-dilutive).

A pre-approved SEC registration that allows a company to issue securities over up to three years without filing new registrations for each offering.

Employee compensation in the form of stock options, restricted stock units (RSUs), or other equity instruments that create dilution as they vest and are exercised.

See Exercise Price.

A convertible instrument with terms heavily favoring the lender, typically featuring floating conversion prices that decrease with the stock price, enabling increasing dilution at lower prices.

Accounting method for calculating the dilutive effect of options and warrants, which assumes exercise proceeds are used to repurchase shares at market price.

An offering where an investment bank (underwriter) commits to purchasing all shares from the company and reselling them to investors, guaranteeing the company receives the offering proceeds.

A security giving the holder the right to purchase shares at a specified exercise price within a specified time period, typically issued as part of financing transactions.

The total number of outstanding warrants expressed as a percentage of current shares outstanding, representing potential future dilution.