An 8-K is the catch-all form companies file within four business days of any material event. Each disclosure is bucketed under a numbered Item. Knowing the bad ones lets you read a filing in 10 seconds.
Item 1.01 — Material Definitive Agreement
Used to disclose new financing agreements, including PIPE term sheets, ELOCs, and toxic notes. Read the exhibit list — the actual agreement is usually filed as Exhibit 10.x.
Item 3.02 — Unregistered Sales of Equity
Discloses share issuance under exemptions like Reg D. Look for the share count and consideration. Issuance to consultants or 'pursuant to a note conversion' on a micro-cap is almost always a dilution event.
Item 3.03 — Material Modification to Rights of Security Holders
Often used for reverse splits, preferred stock designations with super-voting rights, or dilution-protective warrant amendments. Always worth reading the exhibit.
Item 4.01 / 4.02 — Auditor changes / non-reliance on prior financials
4.01: auditor resigns or is replaced. 4.02: previously issued financials should no longer be relied upon. Both are serious; 4.02 is a 'sell first, ask questions later' signal at the small-cap level.
Item 5.02 — Director or officer departures
CFO resignations 'effective immediately' with no successor named are the highest-signal version. Sudden CEO exits in the same week as a financing 8-K are rarely a coincidence.
Item 8.01 — Other events
The dumping ground. Reverse-split ratios, dividend declarations, settlement announcements all land here. Worth a quick scan but rarely market-moving on its own unless paired with something else.