Learning hub
Trade dilution smarter.
Free, short lessons on how dilution works, how to read SEC filings, and the corporate-action patterns that move small-cap stocks.
Dilution Basics: Why Share Count Matters
Every additional share issued by a company reduces your ownership stake. Learn how dilution works and why small-cap traders watch it obsessively.
How to Read an S-1 Filing in 5 Minutes
S-1 registration statements are dense, but the dilution-relevant parts always live in the same sections. Here's the shortcut.
ATM Offerings: The Silent Diluter
At-the-market offerings let companies drip shares into the open market without warning. Learn how to spot them before they hit.
Reverse Splits: A Warning Sign, Not a Solution
A 1-for-20 reverse split doesn't change a company's value — but it usually signals what's coming next.
Shelf Registrations (S-3): A License to Dilute
An S-3 shelf lets a company sell up to a stated dollar amount over the next three years with minimal disclosure. Here's what to watch.
Warrants 101: Cheap Optionality, Heavy Overhang
Warrants are long-dated call options issued by the company itself. They're the second-order dilution that nobody on Twitter remembers until they hit.
Convertible Notes & Toxic Debt
Convertibles look like debt and behave like floating-strike dilution. The 'toxic' variants can take a stock to zero on their own.
Equity Lines of Credit (ELOCs): The Slow Bleed
ELOCs give the company a standing right to put shares to an investor at a discount. Predictable, persistent dilution.
PIPE Deals: Private Placements That Hit Hard
Private investment in public equity (PIPE) deals close fast, price at a discount, and almost always include warrants. Here's what to look for.
8-K Red Flags Every Small-Cap Trader Should Know
8-Ks are the SEC's real-time disclosure form. A handful of item numbers move stocks 20%+ on their own — learn them.
Nasdaq Delisting: Bid, Equity & Market-Value Rules
Three different Nasdaq listing rules can trigger a delisting clock. Each has its own cure period and its own typical 'fix' — which is usually more dilution.
Float Rotation: Why Volume × Price Tells You When To Exit
Float rotation measures how many times the tradeable share count has changed hands in a session. It's the single best timing tool on parabolic small-caps.
Form 4 Insider Transactions: How to Read Them Fast
Insiders file Form 4 within two business days of every buy or sell. Here's how to scan it for real signals versus noise.
Short Selling After an Offering: The Setup
Not every offering is a short. But the ones that are follow a repeatable pattern. Here's the framework.
Lock-Up Expiration: The Quiet Dilution Event
When a lock-up expires, insiders and early investors can finally sell. The market rarely prices it in correctly.
How to Read a 10-Q for Hidden Dilution
The 10-Q is where dilution hides in plain sight. Three sections tell you almost everything.
Penny Stock Dilution: Patterns That Repeat
Micro-cap dilution isn't random. It follows a playbook. Learn the cycle and you'll stop being surprised.
SEC Filings Cheat Sheet for Small-Cap Traders
Every SEC form that moves a small-cap — what it is, when it hits, how to tell the variants apart, and the immediate price impact to expect. Print it, pin it.
Mega Squeezes: The Five Setups Behind +500% Days
Across 77 +500% intraday moves in 2019–2021, the same five structural ingredients show up. Here's how to spot the setup before the rocket leaves the pad.
Bank Tiers in Small-Cap Offerings: Why the Underwriter Matters
1,394 small-cap offerings reveal a clean pattern: lower-tier banks lead bigger pre-deal pumps, fatter warrants, and worse post-deal returns. Read the bank name before the deal terms.
Warrant Price Protection: The 6 Clauses That Destroy Floats
Not all warrants are equal. Black-Scholes cashless and alternative cashless clauses can hand holders unlimited shares as price falls. Here's how to read each variant in a prospectus.
Variable Rate Convertibles: How Death Spiral Financing Works
Convertible notes priced at a percentage of recent VWAP are the most toxic small-cap financing instrument. Here's the mechanic that guarantees the holder profits as the stock bleeds.
The Baby Shelf Rule (IB6): How Nano-Caps Game the $75M Threshold
If a company's public float is under $75M, it can only raise one-third of float per year on a shelf. But the float calculation lets management pick the highest price from the last 60 days — and that creates the pump-then-offer pattern.
When Restricted Shares Become Tradable: Registration and Rule 144
PIPE shares, convert shares, and insider stock are all 'restricted' at issuance. They can't hit the float until registered — or until Rule 144 holding periods clear. Here's the calendar.
Dilution Glossary: Every Term You'll See in a Small-Cap Filing
A working glossary for SEC filings on small-caps. Each term linked to the mechanic it describes and the price impact it implies.