Latest S-1 registration statements

USA Rare Earth, Inc. filed an S-1/A outlining its strategy to establish a domestic rare earth magnet supply chain, highlighting ongoing facility development, substantial capital requirements, and the inherent risks of its pre-revenue operations.

Shoulder Innovations, a commercial-stage medical technology company focused on shoulder surgical care, filed an S-1/A amendment for its initial public offering, revealing significant revenue growth, continued net losses, and plans to list on the NYSE under the symbol 'SI'.

InMed Pharmaceuticals Inc. has filed an S-1 registration statement to allow a selling shareholder to resell up to 3,904,726 common shares, stemming from a recent private placement that provided the company with potential proceeds of approximately $4.76 million from warrant and option exercises, while the company continues to face significant operating losses and a substantial accumulated deficit.

Actelis Networks, a leader in cyber-hardened IoT networking solutions, has filed an S-1 registration statement for the resale of up to 6.6 million common shares by existing stockholders, following a recent $1 million private placement and amidst ongoing Nasdaq listing compliance issues.

Nukkleus Inc. is undergoing a significant strategic transformation, divesting its fintech operations to focus on the defense sector through the acquisition of Star 26 Capital Inc., despite persistent financial challenges and a going concern warning.

BriaCell Therapeutics Corp. filed an S-1/A registration statement to offer up to 6,825,938 common units and pre-funded units, aiming to raise approximately $18.04 million to advance its clinical-stage cancer immunotherapies, Bria-IMT and Bria-OTS, which have shown promising survival and response rates in metastatic breast cancer.

A Paradise Acquisition Corp., a British Virgin Islands-based blank check company, filed an amended registration statement for its $200 million initial public offering, outlining its strategy to seek a business combination target primarily in the leisure and entertainment sector, while disclosing significant risks related to its SPAC structure and potential operations in China.

ENDRA Life Sciences Inc. announces a significant strategic shift to allocate the majority of its capital raise proceeds to a cryptocurrency treasury strategy, alongside a renewed focus on its TAEUS technology for metabolic disease management, while addressing ongoing Nasdaq listing compliance issues.

reAlpha Tech Corp. has filed an S-1 registration statement to offer up to 14.96 million shares and various warrants, seeking to raise capital for its AI-powered homebuying platform while facing Nasdaq delisting warnings and ongoing litigation.

Pyrophyte Acquisition Corp. II, a Cayman Islands exempted company, filed an amendment to its S-1 registration statement, detailing the structure of its initial public offering of up to 20.125 million units at $10.00 per unit, and outlining its corporate governance, related party agreements, and the framework for its future business combination.

Blueport Acquisition Ltd has filed an Amendment No. 1 to its S-1 Registration Statement, primarily to update Exhibit 107 related to filing fees for its proposed public offering of units.

iSpecimen Inc. is offering up to 4,040,404 shares of common stock and pre-funded warrants at $0.99 per share to raise approximately $3.5 million for marketing, technology acquisition, and working capital, despite a going concern warning from its auditors.

BriaCell Therapeutics Corp. has filed an S-1 registration statement for a public offering of up to 6.8 million units to fund ongoing operations and advance its clinical-stage immunotherapy programs, following a series of positive clinical data readouts for its Bria-IMT and Bria-OTS candidates in metastatic breast cancer.

McGraw Hill, a leading global education solutions provider, filed an amended S-1 registration statement for its initial public offering, emphasizing its digital transformation, strong market position, and plans to use IPO proceeds for debt repayment.

A U.S. veterinary hospital operator is seeking to raise up to $5 million through a unit offering to fund working capital and acquisitions, while grappling with significant net losses and a Nasdaq listing deficiency.

CSLM Digital Asset Acquisition Corp III, a newly formed Special Purpose Acquisition Company (SPAC), filed an amended S-1 registration statement for its $200 million initial public offering, aiming to acquire businesses in the digital asset, Web3, and financial services infrastructure sectors within Frontier Growth Markets.

Xcel Brands, Inc. is offering up to 1,381,215 shares of common stock and pre-funded warrants to raise approximately $1.9 million, earmarked for brand development and general corporate purposes, following a recent reverse stock split and debt restructuring.

Shoulder Innovations, a commercial-stage medical technology company focused on shoulder surgical care, has filed an S-1 registration statement for an initial public offering, showcasing significant revenue growth and strategic plans for market expansion and product innovation.

60 Degrees Pharmaceuticals, Inc. has filed an S-1 registration statement for a public offering of common stock and warrants to raise approximately $4.2 million, while its auditors have raised substantial doubt about its ability to continue as a going concern.

StoneBridge Acquisition II Corporation, a blank check company, has filed an amended S-1 registration statement for its initial public offering of $50 million, aiming to acquire international businesses in high-growth sectors across Asia-Pacific and EMEA regions.

Windtree Therapeutics, a biotechnology company, filed an S-1/A to register the resale of up to 42.17 million common shares by selling stockholders, while pursuing a new corporate strategy focused on acquiring revenue-generating FDA-approved products and advancing its clinical pipeline, despite significant accumulated deficits and ongoing capital requirements.

STARRY SEA ACQUISITION CORP, a Cayman Islands-based blank check company, has filed an amended S-1 registration statement for its initial public offering of 5 million units at $10.00 each, revealing substantial immediate dilution for public shareholders and significant risks associated with its management's ties to China.

An agriculture technology company is navigating significant financial challenges, including recurring losses and a Nasdaq delisting, while pursuing new ventures in electric vehicles and Bitcoin mining, necessitating substantial capital raises.

Emmis Acquisition Corp., a newly formed Cayman Islands blank check company, filed an S-1 registration statement for an initial public offering of 10 million units at $10.00 each, aiming to raise $100 million for a future business combination, while disclosing significant dilution risks for public shareholders.

Iron Horse Acquisitions Corp. II, a blank check company led by experienced SPAC executives, filed an amended registration statement for its initial public offering of 20 million units at $10.00 each, aiming to raise $200 million for a business combination primarily in the media and entertainment sector.

Chenghe Acquisition III Co., a blank check company, is launching an initial public offering of 11 million units at $10.00 per unit, aiming to acquire a business in Asian markets or a global company with an Asian focus within 18 months, while facing significant risks related to its China/Hong Kong ties and substantial shareholder dilution.

Calidi Biotherapeutics, a clinical-stage biotechnology company, filed an S-1 registration statement for the resale of up to 6.35 million common shares, detailing its novel oncolytic virus platforms, recent management changes, and persistent financial challenges including substantial operating losses and a going concern warning.

BioVie Inc. has filed a registration statement for a public offering of units and pre-funded units, aiming to raise capital for its clinical-stage drug development programs while facing significant dilution and potential Nasdaq delisting risks.

Jones Soda Co. has filed an S-1 registration statement for a public offering of common stock, aiming to raise capital for working capital and strategic growth initiatives while navigating recurring operational losses and a significant divestiture of its THC cannabis business.

Spectral IP, Inc., an intellectual property investment and monetization firm, has filed an S-1/A registration statement for an initial public offering of 3,750,000 shares of common stock on the Nasdaq Capital Market, aiming to raise approximately $12.2 million in net proceeds despite reporting significant losses and no revenue since its inception in 2024.