From what's tradeable today to what's realistically coming. Bigger = more selling pressure ahead.
Every component of the framework is maxed out. (1) Convertibles/preferreds: 2,678 shares of Series A Convertible Preferred at $1,000 stated value with a conversion price that has ratcheted from $50.00 → $21.60 → $2.76 → $1.00 in sixteen months, plus a Make-Whole Amount converting at 90% of the lowest 5-day VWAP that the company itself says it cannot quantify. At the new $1.00 conversion price, stated value alone converts into ~2,678,000 Class A shares against a ~1.83M float — 146% of float from one instrument, before make-whole and dividend shares. The $35.00 floor price that nominally protected shareholders was overridden by the reset mechanics. (2) Warrant overhang: the dilutive-securities table already shows 1,457,315 common-equivalent shares from Series A preferred warrants — 79% of float — and those warrants are being exchanged into new Series B preferred warrants with $1.5M/$1.5M/$2.0M forced-exercise tranches, each of which converts at $1.00 with full-ratchet and 30-day VWAP resets. (3) Recent activity: 1,058,144 Class A shares issued on conversion of 2,680 preferred in H1 2026, 97,212 shares issued in lieu of $5,354,718 of cash dividends, and 254,619 more shares in the six weeks to 2026-08-14 — issuance is continuous and accelerating, and shares outstanding rose 110% in four months. (4) Historical pattern: two reverse splits in nine months (1-for-50 on 2025-06-23, 1-for-10 on 2026-03-27, a cumulative 1-for-500), a $20M ELOC awaiting shareholder approval, an undrawn baby shelf, and a pending Polymath amalgamation that would issue Series C preferred convertible into as much as ~144 million Class A shares at $0.9695 — roughly 75x the entire current share count — plus 19.9% of Class A in straight stock at closing. There is no scenario in the current structure where the float does not multiply.
Share Structure
Float to Fully Diluted Breakdown
Reported float from Insight Sentry (as-of date unknown; reported shares outstanding 1,113,686 vs. market cap $1.21M at $1.09). Adjusted based on SEC filing analysis.
Sanity check: Insight Sentry float of 1,024,102 vs. its own outstanding of 1,113,686 is internally consistent and post-split in scale, but both are stale — they track the 2026-05-15 cover page (1,093,687 Class A + 19,999 Class B = 1,113,686). The feed has NOT captured Q2/Q3 preferred conversions.
Source: 10-Q filed 2026-05-20 cover page vs. MARKET_DATA (Insight Sentry)
Class A shares issued on conversion of Series A Preferred and dividend-in-kind between the 2026-05-15 cover date and the 2026-08-12 cover date: 1,903,708 − 1,093,687 = 810,021 new free-trading Class A shares (Section 3(a)(9) exchange shares / registered resale shares, immediately tradeable)
Source: 10-Q filed 2026-08-14 cover page vs. 10-Q filed 2026-05-20 cover page
Subsequent event: 254,619 Class A shares issued 2026-06-30 through 2026-08-14 on conversion of 115 Series A Preferred at fair values of $2.76–$21.60. Already captured within the 2026-08-12 cover-page count above; no incremental adjustment to avoid double counting.
Source: 10-Q filed 2026-08-14 — subsequent events
Insider/restricted deduction refinement: insiders hold only ~46,021 shares (2.4%), of which 20,000 are Class B. Reported float of 1,024,102 vs. its 1,113,686 outstanding implies a ~89,584 insider deduction — slightly larger than actual, so this component is approximately correct and left unchanged.
Source: 10-K/A filed 2026-04-30 — Item 12
Reported float + filing adjustments
MEDIUM 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-50·Jun 23, 2025~1 yr ago
- 1-for-10·Mar 27, 2026~5 mo ago
- ▸Series A Convertible Preferred Stock — 2,678 shares outstanding at $1,000 stated value, conversion price reset to $1.00 effective 2026-08-17, with periodic six-month resets (next 2026-10-22) and a Make-Whole Amount converting at the lesser of the conversion price or 90% of the lowest 5-day VWAP
- ▸Series A Preferred dividends paid in Class A stock at a deemed 15% rate in lieu of 10% cash — $5,354,718 of dividends converted into stock in H1 2026 alone
- ▸Series A preferred warrants (1,457,315 common-equivalent shares per the 6/30/26 dilutive-securities table) being exchanged into new Series B preferred warrants with mandatory forced-exercise tranches
- ▸Series B Convertible Preferred Stock — up to $5,000,000 stated value, $1.00 conversion with full-ratchet down-round protection, 12-month reset to 30-day average VWAP, and holder right to substitute a variable price if the company issues variable-price securities
- ▸Series C Convertible Preferred Stock — Polymath consideration off a $140,000,000 reference amount at a $0.9695 conversion price, auto-converting two business days after stockholder approval
- ▸$20,000,000 Equity Purchase Facility with SZOP Opportunities I LLC at 93% of market (7% discount), dormant pending Nasdaq 5635(d) shareholder approval sought in Proposal 6
- ▸$200,000,000 S-3 universal shelf (baby-shelf limited to roughly one-third of a ~$1.4–3.2M public float)
- ▸19.9% straight Class A issuance to Polymath shareholders at the amalgamation effective time
Market Data
$0.85
$1.64M
1.92M
1.78M
11.21M