There are NO variable-rate or death-spiral convertibles, no preferred stock, and no ELOC. The only true conversion overhang is 6,567,272 Class B shares convertible 1:1 into Class A at holder option with automatic conversion on transfer to a non-affiliate — 13.5% of float, ungated by price, but affiliate-held super-voting stock that is unlikely to be dumped wholesale. Warrant overhang is negligible: 3,500,000 at $0.80 versus $0.4225 last price (89% out of the money), no reset or ratchet, expiring 2026-11-19. What drives the score is realized and near-term issuance: non-affiliate Class A went from 22,161,978 (2025-10-02) to 21,066,439 (2026-05-20, post-affiliate-reclassification) to 48,740,598 (2026-07-23), and shares outstanding are up ~138% year over year. Management has priced four raises in eleven months, three of them self-underwritten registered directs at $0.55 into $1.32-$1.40 markets (58-61% discounts). Forward primary capacity is real but capped: with $24.8M non-affiliate market value the Form F-3 I.B.5 baby-shelf limit is ~$8.27M per 12 months, roughly $4.1M of which remains after $4.18M of trailing-12-month takedowns — about 9.7M shares at $0.4225, or 20% of float. A fresh $200M F-3 was filed 2026-07-24 (still baby-shelf constrained). Scoring stops short of 8-10 because there is no active toxic conversion machine relative to float; it exceeds 4 because the issuer demonstrably issues stock at deep discounts every few months and has explicitly flagged a reverse split before the 2026-11-16 Nasdaq bid-price deadline, the classic setup for a post-split re-dilution cycle.