There are NO convertible notes and NO preferred stock outstanding, which removes the single largest driver of the score (0/10 on the 40% weight). The risk is concentrated in three places. First, a resale F-1 filed 2026-07-10 registers 3,871,000 shares — 101% of the 3.83M tradeable float — comprising 2,280,000 issued-but-restricted shares held by investors who paid $0.25 in April 2026 (a ~4x paper gain at $1.02) plus 1,591,000 warrant shares; effectiveness alone adds ~60% to the free-trading float from holders with an overwhelming incentive to sell. Second, the 1,480,000 Investor Warrants ($2.00, 39% of float) carry FULL RATCHET anti-dilution plus a Share Combination Event VWAP reset — although nominally 2x out-of-the-money at $1.02, any subsequent issuance at a lower price mechanically resets the strike downward, converting them into at-market paper; given the company priced its last two raises at $2.00 and the stock is now at $1.02, the next raise almost certainly triggers the ratchet. Third, the issuance cadence is extreme: five separate financings in nine months (Nov 2025 $15M PIPE, Dec 2025 $100M ATM that sold 222.6M pre-split shares for $20.6M, April 2026 $0.25 PIPE, June 10 and June 18 registered directs nine days apart), with the split-adjusted Class A count going from 101,275 at 2025-12-31 to ~7,639,410 today — a ~7,443% increase in seven months. Mitigating factors that keep this off 9-10: the ATM was terminated 2026-06-08 with $79.4M unused, the F-3 shelf is now baby-shelf-constrained to roughly $2.1M per rolling 12 months against a ~$6.2M non-affiliate float value (and trailing sales have largely consumed that), there is no floating-conversion instrument in the structure, and the warrants require cash at prices above market today.