What is Form 8-K?
Form 8-K is the SEC's "breaking news" filing. Companies must file an 8-K within 4 business days of any material event that shareholders should know about. It's the catch-all for anything important that doesn't fit in quarterly or annual reports.
Many dilution events are first disclosed via 8-K: securities purchase agreements, direct offerings, warrant amendments, and financing deals. Learning to scan 8-Ks quickly can give you a significant edge.
8-K Item Numbers: Quick Reference
Each 8-K references specific "Item" numbers indicating the type of event. Here are the ones that matter most for dilution:
Item 1.01 - Entry into Material Agreement
🚨 High Priority — Securities purchase agreements, underwriting deals, and ATM agreements appear here.
Item 2.02 - Results of Operations
Earnings releases. Check for going concern warnings or cash runway discussions.
Item 2.03 - Creation of Direct Obligation
New debt including convertible notes — potential future dilution through conversion.
Item 3.02 - Unregistered Sales of Securities
🚨 High Priority — Private placements and PIPE deals that bypass shelf registration.
Item 5.02 - Director/Officer Changes
CEO/CFO departures can signal trouble. New CFO may be brought in to raise capital.
Item 7.01 - Regulation FD Disclosure
Catch-all for investor presentations, guidance updates, and strategic announcements.
Item 8.01 - Other Events
Anything else material. Often contains press releases about offerings.
Dilution Red Flags in 8-K Filings
Search 8-K filings for these phrases that signal imminent dilution:
- "Securities Purchase Agreement" — Direct offering is happening
- "Registered Direct Offering" — Dilutive deal closed
- "At the Market Offering Agreement" — ATM program starting
- "Warrant Amendment" — Exercise price lowered (bad sign)
- "Convertible Note" — Debt that converts to shares
- "PIPE" — Private Investment in Public Equity
- "Going Concern" — Auditor warning about survival
Watch for these signs of toxic financing in 8-K filings:
- Conversion price tied to future stock price (floating conversion)
- Warrant coverage over 100%
- Reset provisions that lower conversion price on decline
- H.C. Wainwright or similar small-cap financing firms
Reading the Exhibits
The 8-K itself is often just a summary. The real details are in the exhibits attached at the end:
- Exhibit 10.1 — Usually the actual agreement (securities purchase, etc.)
- Exhibit 99.1 — Press release with key terms
- Exhibit 4.1 — Warrant agreement terms
Always click through to the exhibits for share counts, pricing, and warrant details.
Timing: Why 8-K Speed Matters
Companies have 4 business days to file an 8-K after a triggering event. This means:
- The news may already be public via press release
- But the 8-K exhibits contain details the press release omits
- Traders who read the full 8-K often find material information others miss