From what's tradeable today to what's realistically coming. Bigger = more selling pressure ahead.
Against an estimated tradeable float of ~4.6 million shares, the company carries: (1) three separate variable-rate convertible notes — the March AHP Note (75% of the average of the three lowest traded prices over ten days), the April AHP Note ($2,775,000 principal, 80% of the same three-lowest-of-ten formula, with 3,000,000 shares already reserved at the transfer agent), and the FirstFire note whose $5.00 fixed price resets to 85% of the lowest 5-day VWAP on any missed amortization payment — aggregating 2,345,573 antidilutive shares at 6/30/26, roughly 51% of float; (2) 2,720 remaining Series B preferred convertible 1:1,000 into 2,720,000 shares, ~59% of float, with an 8-K dated 2026-08-21 indicating that conversion is being executed; (3) a $54,000,000 ELOC at a 10% discount to the lowest of the three lowest traded prices, of which the company's own S-1 dilution table contemplates 15.2M to 19.6M shares — three to four times the entire current float; and (4) 51,952,563 restricted shares registered for resale on a pending S-1 that, upon effectiveness, would multiply the float more than twelvefold. Recent activity is not theoretical: the share count grew 4,205.7% between 2026-05-20 and 2026-08-13, and the company issued shares in eight separate Agile exchange agreements, a further Grow Hill exchange series (520,964 shares), Gemini 3(a)(10) tranches, ELOC puts and multiple services issuances within six months. Only the warrant component is benign — 186,000 shares at $2.50 and 26,000 pre-funded at $0.01 are live, but $12.50, $18.00, $62.50 and $174.25 strikes are far out of the money against a $1.89-$3.15 print.
Share Structure
Float to Fully Diluted Breakdown
Reported float from Derived baseline — XBRL EntityPublicFloat of $3,068,244 divided by the $1.89 last reported sale price (2026-06-29) implies ~1.62M non-affiliate shares as of the ~2026-06-30 measurement date. Insight Sentry MARKET_DATA returned null float, null price and null shares outstanding, so no vendor float was available.. Adjusted based on SEC filing analysis.
Shares issued between 2026-06-30 (53,868,762 outstanding per balance sheet) and 2026-08-13 (56,716,262 per cover page) — +2,847,500 shares from AHP/FirstFire note conversions, Hudson Global exchange shares and ELOC puts; treated as free-trading because the exchange shares are Section 3(a)(9)/3(a)(10) with tacked holding periods and ELOC shares are issued under a resale registration
Source: XBRL share_count_delta; 10-Q filed 2026-08-13
Reconciliation between the derived EntityPublicFloat share estimate and a bottom-up reconstruction — 3(a)(9)/3(a)(10) exchange shares (Hudson 331,640 Agile + 520,964 Grow Hill, Gemini 72,000) and 230,000 ELOC shares that were outstanding at 6/30/26 but excluded from the company's affiliate-based public float computation
Source: 10-Q filed 2026-08-13, Note on unregistered sales; S-1/A filed 2026-07-31
Reported float + filing adjustments
LOW confidence
Registered and convertible shares that could enter the float relative to current float size.
Share estimates are approximate. Convertible share counts based on current price. Review SEC filings for exact terms.
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Sign in to continue- 1-for-6·Dec 31, 2020~6 yr ago
- 1-for-25·Feb 9, 2026~7 mo ago
- ▸Variable-rate convertible note — March 2026 AHP Note at the lesser of $2.50 or 75% of the average of the three lowest traded prices over the preceding ten trading days (25% discount, no floor)
- ▸Variable-rate convertible note — April 2026 AHP Note, $2,775,000 principal, 80%/75% of the same three-lowest-of-ten formula, 3,000,000 shares reserved with the transfer agent
- ▸Contingent variable-rate convertible — FirstFire $880,000 note, $5.00 fixed converting to 85% of the lowest 5-day VWAP on any default or missed amortization payment (first payment ~2026-12-14)
- ▸Equity Line of Credit — Hudson Global Ventures, $54,000,000 capacity at the lesser of 90% of the average of the three lowest traded prices over ten days or 90% of the lowest traded price in the Valuation Period; 230,000 shares already drawn
- ▸Series B preferred conversion — 2,720 shares remaining at a 1:1,000 ratio = 2,720,000 common shares, with the 19.9% exchange cap removed by stockholder approval
- ▸Section 3(a)(9)/3(a)(10) debt-for-equity exchange machine — Hudson Global has taken 331,640 + 520,964 + 60,000 shares in serial exchanges, all with tacked holding periods and immediately saleable
- ▸Registered resale of 62,670,547 shares under S-1 No. 333-297170 (pending effectiveness)
- ▸IPG earn-out — up to $24,000,000 payable in common stock through 2027
- ▸Shares-for-services issuances — 32,536 to Sea Rider, 59,563 to unnamed providers, 10,000 note commitment shares, 30,520 to Hudson consulting
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