How DilutionScan reads SEC filings

Dilution data comes from filings on the SEC's EDGAR system, read for each company we cover. The analysis starts from the company's latest annual or quarterly report and then reads the filings made after it. The forms read include:

• Annual and quarterly reports: 10-K, 10-Q, and for foreign issuers 20-F, 40-F and the interim reports they file on 6-K
• Current reports on 8-K (and 6-K), which announce financings, warrant exercises, conversions and reverse splits
• Registration statements: S-1 and F-1 offerings, S-3 and F-3 shelf registrations, and S-8 plan registrations
• Prospectus supplements (424B) that price an offering or set up an at-the-market program
• Proxy and information statements, and ownership filings (Schedules 13D and 13G, Forms 3 and 4), used for share counts and insider holdings
• Effectiveness notices, withdrawals and issuer tender or exchange offers that change a registration or an instrument

Exhibits are read where they define an instrument (a warrant agreement, a note, a purchase agreement) or carry a filing fee table. Share prices, trading volume and market capitalisation come from market data vendors, not from filings, and are used only where a figure needs a current price.

An AI model reads the filings in a fixed structure, one family of instruments at a time: warrants, convertible notes, preferred stock, ATM programs, shelf registrations, S-1 offerings, equity lines, equity plans, exchangeable securities, float and cash, plus the company's share count and reporting date. For each instrument it records the terms the filing states, such as the number of shares, the exercise or conversion price, the expiry, and the capacity left on a shelf or an ATM.

Every figure carries a citation: the form, its filing date and the passage it was read from, with a link to the filing on EDGAR. Completed offerings are listed with the filing that reported them. If a filing does not state a term, the term is left empty and shown as "Not measured"; it is not guessed from another instrument or filled with a typical value.

Filings state share counts and prices as of the day they were written. A warrant issued before a 1-for-20 reverse split is described in pre-split shares, so adding it to a post-split share count would overstate it twenty times. DilutionScan records the basis each figure was filed on and moves it onto today's basis using the company's split history, adjusting share counts and prices for every split since the figure was filed.

When a figure's basis cannot be established, or a split ratio cannot be read, that figure is left out of totals and the omission is counted, rather than added on the wrong basis.

Before an analysis is published, an automated suite of consistency checks runs against it. The checks look for things such as a citation that does not appear in the filing it points to, an instrument that references a shelf registration we did not find, a conversion asserted without the price it depends on, or share counts that do not fit the split history.

If a serious check fails, the company's figures are withheld everywhere on DilutionScan (the page, the screener, the ratings and the charts) until the problem is resolved, and the page says the analysis is under review. A withheld or unmeasured figure is never shown as zero, as "none", or as low risk: "Not measured" means we did not measure it, not that it does not exist.

Shares outstanding is our best estimate of the current count. We prefer the most recent count a filing states, with its date, adjusted for any split since that date. A count from a market data vendor is used only when it agrees with the filed count; a figure that is implausible against the company's trading or its own filings is rejected, and if no candidate passes, no count is shown.

Float is the number of shares held by people other than insiders and large holders. It is taken from the issuer's own statements and from insider and ownership filings. A float figure is shown only when the filings support a single number; where they only support a range or a limit, the float is shown as not stated and the explanation says why. The as-of date and the source of each figure are in its explanation.

Cash comes from the latest balance sheet in the filings, and the cash burn from operating cash flow in the latest reported periods. Cash raised or spent after that balance sheet date, when a later filing reports it, is taken into account. Runway is the months of cash left at that burn, projected to today, and it is always shown with the date of the cash figure it starts from.

When a runway cannot be stated, the page says why rather than showing a number: for example the company reports positive operating cash flow, the last balance sheet is too old, or its statements are not in US dollars. Where related parties pay a material share of the company's expenses, the runway carries a note saying so.

Each covered company gets four ratings (Low, Medium or High), plus an overall risk level derived from them. They are computed by fixed rules from the extracted figures, not by an AI model:

Offering Ability

How much the company can raise now relative to its market cap: shelf and ATM capacity (capped by the baby-shelf rule where it applies), equity-line remaining and live S-1 registrations. High above 50% of market cap, Medium above 15%. A live ATM or equity line whose capacity is not stated, or is $0 today, reads at least Medium.

Overhead Supply

Potential new shares from warrants, convertibles, preferred, ATM and equity-line capacity (at the current price) and live S-1 registrations, as % of shares outstanding. Shelf capacity is rated under Offering Ability. Low ≤20%, Medium 20–50%, High >50%.

Historical

Annualized growth in shares outstanding over the last three years, adjusted for stock splits. High above 20% a year, Medium above 5%. A span under a year is shown raw, not annualized.

Cash Need

Months of cash runway projected to today from the last cash figure and burn. High under 6 months, Medium under 24. Convertibles maturing within a year can raise it.

A dilution score from 0 to 100 adds up seven measured components (warrants in the money, convertible proximity, toxic financing terms, shelf capacity, ATM and equity line capacity, cash burn and historical dilution). A component that could not be measured is left out, and the score is shown out of the points that were measured rather than out of 100. Where an instrument's size is not disclosed, a rating can be a best estimate, and its explanation states what was assumed.

We watch EDGAR for new filings through the day. When a company we cover files something that can change its dilution picture, such as a current report, a prospectus supplement, a registration statement or a quarterly report, the company is queued for a new analysis. Each page shows the date of its latest update and the date its financials are as of. Between a new filing and the next analysis a page can be behind, and it says so when we know newer filings are waiting.

• Only filings are read. A financing announced in a press release but not yet filed, or a private agreement that was never filed, is not included.
• Filings do not always state every term. Instruments with an undisclosed size or price are listed without that figure, and totals that depend on it are marked rather than completed.
• Foreign issuers report less often (an annual 20-F or 40-F, with interim figures on 6-K), so their figures can be older.
• The extraction is done by an AI model and checked by automated rules. The checks catch many errors but not all of them; the citations are there so you can verify any figure against the filing.
• Prices, volume and market capitalisation come from third-party market data and can be delayed or wrong.
• Not every listed company is covered. A company we have not analysed is shown as not yet analysed.

If you find a figure that does not match its filing, email [email protected] with the ticker and the figure.

DilutionScan summarises public filings for information only. It is not investment advice, a recommendation to buy or sell any security, or an offer of any kind, and it makes no promise about the accuracy or completeness of any figure or about future share prices. Always read the filings and make your own decisions. See the Disclaimer and Terms, or read about DilutionScan.