Is NEGG diluting shareholders?

Read three numbers together: shares outstanding over time (21.0M as of 2025-12-31), warrants that can convert into new shares (125,000 reported), and how much cash runway remains (~47.95818040262485 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

Newegg Commerce, Inc. (NEGG)

CIK 1474627 · 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$374M 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 = 1% 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-94% 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~48 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

Latest: 21.0M shares as of Dec 31, 2025 (20-F). Share count fell from 380.4M to 19.5M between Dec 31, 2023 and Dec 31, 2024, a pattern consistent with a reverse split (roughly 1-for-20); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Self-funding

generates cash

Full breakdown: cash runway tool · source filing →

Warrants

Warrants outstanding: 125,000 underlying shares, as reported Dec 31, 2023 (20-F).

Reported exercise price: $1230000 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $518,666 as of Dec 31, 2020.

Rough fully diluted estimate: 21.1M = 21.0M O/S + 125,000 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

The latest 10-Q/10-K instance document could not be checked just now, so nothing is shown rather than guessed. Try again shortly.

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 outstanding	21.0M	Dec 31, 2025
+ Warrants (aggregate, as tagged) (if exercised)	125,000	Dec 31, 2023
Fully diluted estimate	21.1M	+0.6% 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: $374.4Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

F-3Jun 1, 2026$374.4M registeredfiling →

Last 12 months: 0 executed · 2 registered.

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

REGISTEREDJun 10, 2026F-3/A registration — capacity to sell shares, not a sale yetF-3/A →

REGISTEREDJun 1, 2026F-3 registration — capacity to sell shares, not a sale yetF-3 →

EXECUTEDJul 15, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →

EFFECTIVEOct 5, 2022SEC declared a registration effective — selling can beginEFFECT →

REGISTEREDOct 4, 2022F-3/A registration — capacity to sell shares, not a sale yetF-3/A →

REGISTEREDSep 30, 2022F-3/A registration — capacity to sell shares, not a sale yetF-3/A →

REGISTEREDJul 1, 2022F-3 registration — capacity to sell shares, not a sale yetF-3 →

WITHDRAWNJun 30, 2022Registration withdrawnRW →

REGISTEREDDec 10, 2021F-1/A registration — capacity to sell shares, not a sale yetF-1/A →

REGISTEREDNov 15, 2021F-1 registration — capacity to sell shares, not a sale yetF-1 →

WITHDRAWNMay 19, 2021Registration withdrawnRW →

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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