Latest S-1 registration statements

Jefferson Capital, Inc. filed an exhibits-only amendment to its S-1 registration statement, outlining the terms of its proposed initial public offering of up to 11.5 million shares, alongside new corporate governance documents and a comprehensive stockholders agreement.

Iron Horse Acquisitions Corp. II, a new blank check company led by experienced SPAC executives, is launching a $200 million initial public offering to pursue business combinations primarily within the media and entertainment industry, with a focus on AI-driven opportunities.

Lixte Biotechnology Holdings, Inc. is undertaking a public offering of up to 7.69 million shares and pre-funded warrants to secure vital capital for operations and clinical trials, while simultaneously grappling with a Nasdaq compliance deadline and a significant clinical trial pause due to serious adverse events.

Indigo Acquisition Corp., a Cayman Islands-based blank check company, has filed an amended registration statement for its 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 for public shareholders and a going concern uncertainty.

Australian Oilseeds Holdings Limited filed an S-1/A registration statement for the resale of up to 25.86 million shares, revealing significant financial losses, a worsening net current liability, and ongoing Nasdaq listing compliance challenges, despite revenue growth and ambitious expansion plans.

FIGX Capital Acquisition Corp. has filed an Amendment No. 2 to its S-1 Registration Statement, primarily to include updated corporate governance documents and legal opinions, while detailing its capital structure and offering expenses for its upcoming initial public offering.

Entero Therapeutics, Inc. is offering 12 million shares of common stock or pre-funded warrants to raise approximately $6 million, primarily to fund its lead drug candidate Adrulipase and address significant financial liabilities, while also unwinding a recent merger with ImmunogenX, Inc.

Amaze Holdings, Inc. has filed an amended registration statement to facilitate the potential sale of up to $35 million in common stock to a selling stockholder, as the company continues to report substantial losses and faces going concern uncertainties.

Vendome Acquisition Corporation I, a newly formed blank check company, has filed an amended S-1 registration statement for its initial public offering of 20 million units at $10.00 per unit, aiming to raise $200 million to fund a business combination within 24 months.

EQV Ventures Acquisition Corp. II has filed an amended registration statement detailing the terms of its initial public offering, including unit composition, warrant structure, and robust shareholder protections for its special purpose acquisition company.

DeFi Development Corp., formerly Janover Inc., has announced a major strategic pivot to a Solana-centric treasury model, alongside a series of significant capital raises and a complete overhaul of its executive leadership and board.

Oragenics, Inc. is seeking to raise up to $20 million through an offering of Series H Preferred Stock and Warrants to fund its ONP-002 concussion clinical trials and address significant financial challenges, including an auditor's going concern doubt and NYSE American listing non-compliance.

American Rebel Holdings, Inc. has filed an S-1/A registration statement for the resale of up to 4,760,316 shares by selling stockholders, with the company not receiving direct proceeds from the sale, while grappling with ongoing net losses, material weaknesses in internal controls, and a defaulted credit facility with Bank of America.

Momentus Inc. has filed an amendment to its S-1 registration statement, outlining the terms for a proposed public offering of common stock, pre-funded warrants, and common warrants, with A.G.P./Alliance Global Partners serving as the placement agent.

1RT Acquisition Corp. has filed an amended S-1 registration statement outlining its initial public offering of 15 million units at $10.00 per unit, aiming to raise $150 million for a future business combination, with detailed provisions for unit structure, warrant exercise, shareholder redemptions, and sponsor share forfeiture.

Sonim Technologies, a provider of rugged enterprise 5G solutions, has filed an S-1 registration statement to offer up to $10 million in common stock and pre-funded warrants, outlining its strategic expansion into new markets and product categories while addressing ongoing financial challenges and a proxy contest.

TruGolf Holdings, Inc. (TRUG) is grappling with severe financial challenges, including increased net losses and Nasdaq non-compliance, while registering a massive share offering that could significantly dilute existing shareholders.

Venus Concept Inc. has filed an S-1 registration statement for the resale of up to 899,870 common shares by selling stockholders, following a recent $1.15 million registered direct offering and the planned $20 million sale of its Hair Business.

NextTrip, Inc., an early-stage travel technology company, has filed an S-1 registration statement for the resale of up to 2.37 million common shares by existing stockholders, while continuing to expand its integrated travel and media platform through recent acquisitions despite ongoing financial uncertainties.

Aditxt, Inc. has filed an S-1 registration statement to allow for the resale of up to 50 million common shares by Seven Knots, LLC, while outlining its strategy to raise up to $150 million through direct sales to Seven Knots, with proceeds earmarked for debt redemption, acquisitions, and a new digital asset treasury strategy focused on bitcoin.

Ontrak, Inc. has filed an S-1/A registration statement for a public offering of common stock and warrants, seeking to raise capital while grappling with significant financial distress, a 'going concern' warning, and potential Nasdaq delisting.

Spectral IP, Inc., soon to be SIM IP Inc., has filed an amended S-1 registration statement for its initial public offering of 3,750,000 common shares at an estimated price of $4.00 to $5.00 per share, aiming to raise approximately $12.3 million net proceeds to finance intellectual property acquisitions and litigation investments.

Artificial Intelligence Technology Solutions Inc. (AITX) has filed an S-1 registration statement to potentially sell up to 10 billion common shares to AIV Investments, LLC for up to $30 million, as the company continues to face substantial losses and its auditor expresses doubt about its ability to continue as a going concern.

XTI Aerospace, Inc. announces a firm commitment public offering of common stock and warrants, aiming to raise up to $42.55 million for working capital and TriFan 600 development.

Lifeward Ltd., a medical device company, has filed an S-1 registration statement to offer up to 4,000,000 ordinary shares and warrants, aiming to raise approximately $3.6 million in net proceeds, while acknowledging substantial doubt about its ability to continue as a going concern.

DeFi Development Corp., formerly Janover Inc., has filed an amended registration statement for the resale of up to 39.35 million shares, signaling a major strategic shift to a Solana-based treasury model backed by a potential $5 billion equity line of credit, following a recent change in control and executive leadership.

SeaStar Medical Holding Corporation is offering up to 5.15 million shares of common stock and accompanying warrants to raise approximately $4.3 million in net proceeds, as the company faces substantial doubt about its ability to continue as a going concern and a Nasdaq delisting threat.

Viewbix Inc. has filed an S-1 registration statement to allow a selling stockholder to resell up to 5.3 million shares, stemming from a June 2024 credit facility, while the company faces substantial doubt about its ability to continue as a going concern and significant geopolitical risks in Israel.

GCI Liberty, Inc. has filed Amendment No. 3 to its Form S-1 Registration Statement, primarily to update legal opinions and filing fee tables related to the registration of common stock for its planned spin-off from Liberty Broadband Corporation.

Plus Therapeutics, Inc. has entered into a purchase agreement with Lincoln Park Capital Fund, LLC, allowing the company to sell up to $50 million of its common stock over 36 months, a move expected to cause substantial dilution to existing shareholders.