Is FAC diluting shareholders?

Read three numbers together: shares outstanding over time (see chart), warrants that can convert into new shares, and how much cash runway remains (~44.88999403222598 months). A company short on cash with live registrations is structurally likely to issue shares.

Where do these numbers come from?

SEC EDGAR only: the XBRL company-facts API for shares, warrants and cash, and filing metadata for registrations and pricings. Every figure shows its source form, and nothing here is estimated by us beyond the arithmetic stated next to it.

Why might a warrant tranche be missing from the table?

The tranche table is built from the dimensions the company tagged in its own 10-Q or 10-K XBRL. A tranche the filer chose not to dimension does not appear, and its absence proves nothing: the exhibits remain the ground truth. Everything shown carries the filing it came from.

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

Factorial Energy Inc. (FAC)

CIK 2049662 · all EDGAR filings →

Overall dilution risk

HIGHworst of 2 computed signals (offering ability)

= the worst band among the computed sub-ratings, no hidden weighting

not every sub-rating was computable; treat as a floor

Offering ability

HIGH$1128M 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

NOT COMPUTEDno warrant count tagged in XBRL

= warrant shares outstanding divided by current shares outstanding

absence of a tag is not proof of absence of warrants

Historical dilution

NOT COMPUTEDunder 3 years of share history on file

= share count now vs 3 years ago

Cash need

LOW~44.9 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

Fewer than two cover-page share counts on file, so there is no history to chart.

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

Tranche	Warrants	Exercise price	Term	Notes
Series A Common Share Redeemable Public Warrants	13.8M	$11.5	—	FV $3.1M
Series A Common Stock Private Warrants	6.8M	not tagged	—	—
Series D Redeemable Convertible Preferred Stock Warrant	291,066	$27.21	—	—
Series B1 Redeemable Convertible Preferred Stock Warrant	71,779	$0.81	—	—

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 11, 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.

Balance-sheet fair value of warrants: $3.5M as of Mar 31, 2026.

Convertible notes

Note	Principal	Carrying	Conv. price	Rate	If converted
Convertible Debt	$5.3M	—	$34.0131	5%-15%	~155,822 sh

If every note above converted at its tagged price: ~155,822 new shares. 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 Aug 11, 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.

Registrations and offerings

Registered offering capacity on live registrations: $1127.7Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-1Jun 30, 2026$1127.7M registeredfiling →

S-1Jan 29, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 2 executed · 1 registered.

EFFECTIVEJul 7, 2026SEC declared a registration effective — selling can beginEFFECT →

REGISTEREDJun 30, 2026S-1 registration — capacity to sell shares, not a sale yetS-1 →

EFFECTIVEJun 12, 2026SEC declared a registration effective — selling can beginEFFECT →

EXECUTEDJun 10, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →

UPDATEMay 6, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →

EFFECTIVEMay 6, 2026SEC declared a registration effective — selling can beginEFFECT →

EXECUTEDDec 18, 2025Unregistered share sale disclosed (8-K item 3.02)8-K →

EXECUTEDMay 7, 2025Unregistered share sale disclosed (8-K item 3.02)8-K →

EXECUTEDMay 5, 2025Final prospectus — offering priced (typical for IPOs and marketed share deals)424B4 →

REGISTEREDMay 1, 2025S-1MEF registration — capacity to sell shares, not a sale yetS-1MEF →

EFFECTIVEMay 1, 2025SEC declared a registration effective — selling can beginEFFECT →

REGISTEREDApr 14, 2025S-1/A registration — capacity to sell shares, not a sale yetS-1/A →

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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