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

MADRIGAL PHARMACEUTICALS, INC. (MDGL)

CIK 1157601 · 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
HIGHS-3ASR on file 2024-05-07
= is there a registration (S-1/S-3 family) on file without a later withdrawal
no structured fee data on the live registrations, so this is a yes/no, not a size
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
LOW+25% 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
MEDIUM~18.5 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)

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

2020-10-302026-07-27

Latest: 23.1M shares as of Jul 27, 2026 (10-Q). Share count fell from 137.8M to 11.6M between Jul 15, 2016 and Nov 11, 2016, a pattern consistent with a reverse split (roughly 1-for-12); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Funded — but tight

~19 months of cash · watch

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
A2023 Pre Funded Warrants2.0M$0.0001
A2024 Pre Funded Warrants1.6M$0.0001
Hercules Warrant Tranche One14,899not taggedFV $600,000
Hercules Warrant Tranche Two4,555not taggedFV $900,000

Tranches exactly as the company dimensioned them in its 10-Q filed Jul 30, 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: 4,555 underlying shares, as reported Sep 30, 2023 (10-K).

Balance-sheet fair value of warrants: $900,000 as of Sep 30, 2023.

Rough fully diluted estimate: 23.1M = 23.1M O/S + 4,555 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

No convertible-note facts tagged in the 10-Q filed Jul 30, 2026. If convertible notes exist, their terms live in exhibit prose for this filer and are not parsed; absence of a tag is not proof of absence. The exhibits are 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 outstanding23.1MJul 27, 2026
+ A2023 Pre Funded Warrants (if exercised)2.0MSep 30, 2023
+ A2024 Pre Funded Warrants (if exercised)1.6MMar 31, 2024
+ Hercules Warrant Tranche One (if exercised)14,899May 31, 2022
+ Hercules Warrant Tranche Two (if exercised)4,555May 31, 2022
Fully diluted estimate26.7M+15.7% 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

S-3ASRMay 7, 2024no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 0 executed · 0 registered.

REGISTEREDMay 7, 2024Automatic shelf registration — effective immediately (large filers)S-3ASR
EXECUTEDMay 7, 2024Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
UPDATEMay 7, 2024Prospectus update — often a resale registration, not necessarily new capital424B3
EXECUTEDMar 20, 2024Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDMar 18, 2024Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDOct 2, 2023Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDSep 28, 2023Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
UPDATEAug 8, 2023Prospectus update — often a resale registration, not necessarily new capital424B3
EXECUTEDMay 9, 2023Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDFeb 9, 2023Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDDec 23, 2022Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDMay 9, 2022Unregistered 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.

Keep going: float checker · offering calendar · short-squeeze screener · full MDGL workspace