Dilution profile // every instrument, one screen, from SEC filings

AI Financial Corp (AIFC)

CIK 862861 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$2000M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
LOWwarrants = 0% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
HIGH+3768% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
LOW~26 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2020-10-302026-05-12

Latest: 139.8M shares as of May 12, 2026 (10-Q). Share count fell from 8.5M to 1.7M between Dec 29, 2018 and May 10, 2019, a pattern consistent with a reverse split (roughly 1-for-5); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Pre Funded Warrants99.0M$7.5
Lead Investor Warrants8.0M$7.5
Big Warrant400,000$1.71
Warrant90,909not tagged
Small Warrant22,727$1.71
Placement Agent Warrantsnot tagged$8.25
Set One Warrantsnot tagged$0.001FV $15.0M
Set Two Warrantsnot tagged$0.001FV $16.0M

Tranches exactly as the company dimensioned them in its 10-Q filed May 18, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 0 underlying shares, as reported Jan 1, 2022 (10-K).

Reported exercise price: $3.4 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $24,000 as of Sep 27, 2014.

Rough fully diluted estimate: 139.8M = 139.8M O/S + 0 warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Non Convertible Debenture Big Debenture$1.8M$1.3Mnot tagged
ICG Note$1.2M$0$0.61~2.0M sh
Non Convertible Debenture Small Debenture$404,454$288,864not tagged
Non Convertible Debenture Big and Small Debenturenot tagged$0not tagged3%-4%

If every note above converted at its tagged price: ~2.0M new shares on 139.8M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed May 18, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding139.8MMay 12, 2026
+ Pre Funded Warrants (if exercised)99.0MAug 12, 2025
+ Lead Investor Warrants (if exercised)8.0MAug 12, 2025
+ Big Warrant (if exercised)400,000Aug 20, 2024
+ Warrant (if exercised)90,909Aug 20, 2024
+ Small Warrant (if exercised)22,727Aug 20, 2024
+ ICG Note (if fully converted)2.0MDec 27, 2025
Fully diluted estimate249.3M+78.3% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $2000.0Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Aug 1, 2025$2000.0M registeredfiling →
S-3Apr 18, 2024no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 6 executed · 0 registered.

EXECUTEDApr 24, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDApr 24, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDAug 18, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDAug 11, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDAug 11, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDAug 11, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EFFECTIVEAug 8, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDAug 7, 2025S-3/A registration — capacity to sell shares, not a sale yetS-3/A
REGISTEREDAug 1, 2025S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDAug 23, 2024Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDAug 23, 2024Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDJun 21, 2024Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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