Form 8-K
A Form 8-K is the SEC current report a public company files, generally within four business days, to disclose material events such as agreements, offerings, executive changes and listing notices.
Last verifiedWhat it is
Between quarterly and annual reports, companies must report certain events on Form 8-K. Each event falls under a numbered Item, and most must be reported within four business days of the event. Some items are voluntary or furnished rather than filed.
Items that matter most in small caps
| Item | Event |
|---|---|
| 1.01 | Entry into a material definitive agreement (purchase agreements, notes, equity lines) |
| 2.02 | Results of operations (earnings releases) |
| 2.03 | Creation of a direct financial obligation |
| 3.01 | Notice of delisting or failure to satisfy a listing rule |
| 3.02 | Unregistered sales of equity securities |
| 3.03 | Material modification of rights of security holders |
| 5.02 | Departure or appointment of directors or officers |
| 5.03 | Amendments to articles or bylaws, including reverse splits |
| 7.01 / 8.01 | Regulation FD disclosure / other events |
| 9.01 | Financial statements and exhibits |
The exhibits listed under Item 9.01 are often the most informative part: the actual agreements, warrant forms and press releases.
Worked example
Hypothetical: Company X files an 8-K on Thursday covering Items 1.01, 3.02 and 9.01. Item 1.01 describes a securities purchase agreement for a $2,000,000 convertible note; Item 3.02 says the note and warrants were sold without registration; Exhibit 10.1 is the purchase agreement and Exhibit 4.1 the note. Reading the conversion price definition in Exhibit 4.1 tells you how many shares the note could become.
Why it matters
The 8-K is usually the first formal disclosure of financings, listing problems and management changes. The item numbers let you triage quickly before reading.
How to spot it
Filter EDGAR or the Signal8 SEC filings feed by form type 8-K and read the item list at the top. See 8-K item codes.
Guides that use this term
- Why Penny Stocks Drop After Good News: The Offering PlaybookWhy a small-cap stock can fall on a strong press release. Registered direct and ATM mechanics, the offering math with a worked example, and the filings to read.
- How to Check a Penny Stock for Dilution in 20 MinutesA six-step filing checklist for dilution risk in a small-cap stock. What to open on EDGAR, which phrases to search for, and the four numbers to write down.
- Warrant Overhang: How to Count Shares Not Issued YetWhat warrant overhang is, how to total it from the warrant table in a 10-Q, and how cash, cashless and pre-funded exercises change the eventual share count.
- Equity Line of Credit (ELOC) Financing ExplainedHow an equity line of credit (ELOC) works, and why share caps, volume limits, ownership blockers and falling prices keep proceeds far below the headline amount.
- Registered Direct vs PIPE vs Underwritten OfferingRegistered direct vs PIPE vs underwritten offering: how each sells a block of shares at a fixed price, how each is registered and disclosed, and what fees cost.
- Cash Runway: How to Calculate It From a 10-QHow to calculate cash runway from a 10-Q: find the cash, measure monthly burn, adjust for the time since quarter end, and read the notes that change the number.
Related terms
Check any ticker for dilution
DilutionScan reads each covered company's SEC filings and lists its warrants, convertibles, ATM programs, shelves and S-1s on one page, with a dilution rating and cash runway.
Definition from the Signal8 Academy glossary. Educational content only. DilutionScan and Signal8 are not broker-dealers or investment advisers, and nothing here is a recommendation to buy or sell any security.