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

Flash Sports & Media Holdings, Inc. (FLZH)

CIK 1706524 · 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$143M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
registered capacity, not remaining: amounts already taken down are not subtracted yet
Overhead supply
LOWwarrants = 14% 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
LOW-89% 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
LOWoperating cash flow positive
= 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

2020-08-122026-05-20

Latest: 1.3M shares as of May 20, 2026 (10-Q). Share count fell from 18.8M to 751,622 between Feb 6, 2026 and Feb 17, 2026, a pattern consistent with a reverse split (roughly 1-for-25); 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

Warrants

TrancheWarrantsExercise priceTermNotes
Warrant154,166not tagged5y
Pre Funded Warrant26,000not tagged

Tranches exactly as the company dimensioned them in its 10-Q filed May 20, 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: 186,000 underlying shares, as reported Mar 31, 2026 (10-Q).

Reported exercise price: $2.5 (aggregate figure as tagged; individual tranches vary).

Rough fully diluted estimate: 1.5M = 1.3M O/S + 186,000 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
Agile Hudson Partners Convertible Notenot tagged$465,000$2.5

Notes exactly as the company dimensioned them in its 10-Q filed May 20, 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 outstanding1.3MMay 20, 2026
+ Warrant (if exercised)154,166Apr 7, 2026
+ Pre Funded Warrant (if exercised)26,000Apr 7, 2026
Fully diluted estimate1.5M+13.7% 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: $143.1Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-1Jun 30, 2026$118.0M registeredfiling →
S-1May 27, 2026$25.1M registeredfiling →

Last 12 months: 8 executed · 5 registered.

EFFECTIVEAug 11, 2026SEC declared a registration effective — selling can beginEFFECT
REGISTEREDJul 31, 2026S-1/A registration — capacity to sell shares, not a sale yetS-1/A
REGISTEREDJun 30, 2026S-1 registration — capacity to sell shares, not a sale yetS-1
EXECUTEDJun 24, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EFFECTIVEJun 24, 2026SEC declared a registration effective — selling can beginEFFECT
REGISTEREDJun 16, 2026S-1/A registration — capacity to sell shares, not a sale yetS-1/A
REGISTEREDJun 11, 2026S-1/A registration — capacity to sell shares, not a sale yetS-1/A
REGISTEREDMay 27, 2026S-1 registration — capacity to sell shares, not a sale yetS-1
EXECUTEDApr 24, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDApr 14, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDFeb 25, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDJan 29, 2026Unregistered share sale disclosed (8-K item 3.02)8-K

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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