KWMK Wave Media Ltd. · NASDAQ Capital Market
Effective Supply — the real overhang

From what's tradeable today to what's realistically coming. Bigger = more selling pressure ahead.

1.76M
Tradeable Now
(estimated float)
1.84M
Effective Supply
4.98M
Fully Diluted
Dilution risk8/10
CONFIDENCE: LOW
HIGHAssessed Aug 3, 2026Trigger: Reverse splitCRITICALFloorless variable-rate convertible (death spiral)CRITICALATM launched simultaneously with reverse split

Three live mechanisms each individually approach or exceed the size of the entire 1.76M-share float. (1) The Anson Initial Notes carry an Alternate Conversion at 92% of the LOWEST daily VWAP over the prior ten trading days with no disclosed floor — a textbook floorless death spiral. Remaining principal is undisclosed but bounded at up to $9.79M; at a $4M central estimate that is ~1.44M shares (82% of float), and at the upper bound ~3.52M shares (200% of float). This instrument has already been used once, producing 4,824,273 pre-split shares in January 2026. (2) The ATM launched 2026-08-03 through D. Boral Capital can sell $5,058,329 of stock, roughly 1.67M shares at $3.02 — approximately 95% of the float — and it is at-the-market with no minimum price. (3) The Loeb note converts at an 85%-of-lowest-5-day-VWAP discount and has already matured, making conversion pressure immediate. Warrants are the one benign component: post-split strikes of $82.50 to $345.00 against a $3.02 stock are worthless — except that the Anson warrants carry a FULL RATCHET that resets the strike to any lower issuance price, and every ATM sale is exactly such an issuance, which would re-price 143,739 warrants from $109.85 down toward market. Recent activity is heavy: the share count rose from 64.2M to 78.5M pre-split (+22%) in seven months via conversions and acquisition stock, immediately followed by a 1-for-30 reverse split and a new ATM on the same day. Score is held at 8 rather than 9-10 only because the largest nominal overhang — the $500M Additional Notes and 4.55M post-split Additional Warrants — remains contingent and unissued.

Share Structure

Float to Fully Diluted Breakdown

NO DATA

Reported float from Insight Sentry (NASDAQ:KWM) — sanity-checked as POST-split: it is below post-split outstanding of 2,617,150 and consistent with the post-split $3.02 quote. The same feed's shares_outstanding (2,355,435,484) and market cap ($197.1M) are BOTH corrupt — 2,355,435,484 = 78,514,509 x 30, i.e. the feed adjusted the share count in the wrong direction. True post-split market cap is approximately $7.9M.. Adjusted based on SEC filing analysis.

Reported Float2.27M45.6%
Convertible Notes1.89M37.9%
Anson Senior Secured Convertible Notes (Initial Notes) — ALTERNATE CONVERSION at 92% of the lowest daily VWAP over the prior 10 trading days, NO FLOOR disclosed
Conv. Price: floating_discount
Est. Shares: ~1.44M (agent-computed)
Loeb & Loeb LLP Convertible Promissory Note — 85% of the VWAP of the lowest closing price over the preceding 5 trading days (15% discount), 18% interest, MATURED 2026-03-31
Conv. Price: floating_discount
Est. Shares: ~448K (agent-computed)
Anson Second Notes (UNISSUED, contingent) — $10,526,316 principal, same 92%-of-VWAP alternate conversion
Conv. Price: floating_discount
Shares: Variable — cannot estimate
Anson Additional Notes (UNISSUED, contingent) — up to $500,000,000 principal, same 92%-of-VWAP alternate conversion
Conv. Price: floating_discount
Shares: Variable — cannot estimate
Warrants5.13M102.9%
common328K shares at $345
common144K shares at $109.85
common7K shares at $82.5
common96K shares at $109.85
common4.55M shares at $109.85
≈ Estimated Actual Float

Reported float + filing adjustments

1.76M

LOW confidence

Pending Shares as % of Float229.6%

Registered and convertible shares that could enter the float relative to current float size.

Fully Diluted4.98M100%

Share estimates are approximate. Convertible share counts based on current price. Review SEC filings for exact terms.

See the full breakdown

Red flags, financing counterparties, the deal timeline, and every SEC filing — free with an account.

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Dilution profile
Reverse splits
  • 1-for-30·Aug 3, 2026~1 mo ago
Active mechanisms
  • Floorless variable-rate convertible: Anson Initial Notes, Alternate Conversion at 92% of the lowest daily VWAP over the prior 10 trading days, no disclosed floor, already exercised once
  • Floating-discount convertible: Loeb & Loeb note at 85% of the lowest 5-day VWAP, already past its 2026-03-31 maturity
  • At-the-market program: $5,058,329 through D. Boral Capital, effective 2026-08-03, approximately 95% of float at $3.02, 7% commission plus 1% expenses
  • Baby-shelf F-3 (333-297167): $250M registered, $5,058,329 usable per 12 months while float stays under $75M — the cap rises automatically if the stock rallies
  • Related-party ELOC: $500M SEPA with Bitcoin Strategic Reserve KWM LLC, capped at 19.99% of outstanding, running to 2028-06-03
  • Full-ratchet anti-dilution on 143,739 post-split Anson warrants — every below-strike issuance, including ATM sales, resets the exercise price downward
  • Contingent Anson Additional Closing: up to $475M for $500M principal of notes plus 4,551,744 post-split warrants, gated only on the absence of an event of default
  • Blank-check preference shares issuable by the Board without shareholder approval (authorized count disclosed inconsistently as 10,000,000 vs 90,000,000)

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