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Dilution: ATMs, shelves and the warrant overhang

The most reliable way to lose money on a low float is to buy one while the company is selling into you. It is on file, and it is free to check.

8 min read

A small float is only small until the company decides otherwise. Every mechanism for making it bigger is disclosed in advance, and most traders never look.

The mechanisms, worst to best

StructureWhat it isWhat it does to a move
Priced offeringShares sold at a set price, usually below market, often with warrantsCaps it immediately. The offering price becomes resistance.
ATM activeAn at-the-market programme selling into open-market strengthSells into every rally. Strength is the trigger for supply.
Shelf on fileAn effective S-3 permitting future sales, not yet usedLatent. Becomes real with no warning.
Warrant overhangOutstanding warrants that convert above a strikeAdds supply at a known price. Look up the strike.
Shelf exhausted, no ATMNo current legal mechanism to issueGenuine scarcity. This is what you actually want.

Where to look

  1. 1.424B5: the prospectus supplement for a priced offering. If one landed in the last five sessions, the move has a ceiling.
  2. 2.S-3 / F-3: the shelf. Check whether it is effective and how much capacity remains.
  3. 3.10-Q, liquidity note: months of cash at the current burn. Under six months and an offering is a matter of when.
  4. 4.8-K, item 3.02: unregistered sales. Frequently the first sign.

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