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.
Spotting Toxic Death Spiral Financing in SEC Filings
How to identify death spiral converts and toxic lenders like Lincoln Park, Hudson Bay, and Alpha Capital in 424B5, S-1, and 8-K filings — before the reset hits your position.