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

CIRCLE8 GROUP INC (CIRC)

CIK 1605888 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed sub-ratings (historical dilution)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
LOWno live registration found
= is there a registration (S-1/S-3 family) on file without a later withdrawal
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+29956% 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~52.7 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

2021-11-122026-08-14

Latest: 114.4M shares as of Aug 14, 2026 (10-Q).

⊙
EVIDENCE — filed/published fact
SourceSEC XBRL, cover-page share count
Fielddei:EntityCommonStockSharesOutstanding
As of2026-08-14
HowThe newest cover-page count as filed, whatever its age. The float checker applies a 200-day freshness rule and sets this beside the balance-sheet count.
Open the source document →
Share count fell from 13.9M to 380,648 between Aug 3, 2023 and Nov 17, 2023, a pattern consistent with a reverse split (roughly 1-for-36); 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
Circle8 Benelux Warrantnot taggednot tagged—FV $784,000

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 19, 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: 95,563 underlying shares, as reported Mar 31, 2024 (10-Q).

Reported exercise price: $3.1 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $1.6M as of Aug 31, 2021.

Rough fully diluted estimate: 114.5M = 114.4M O/S + 95,563 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
Convertible Debtnot tagged$162.0Mnot tagged——

Notes exactly as the company dimensioned them in its 10-Q filed Aug 19, 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 outstanding114.4MAug 14, 2026
+ Warrants (aggregate, as tagged) (if exercised)95,563Mar 31, 2024
Fully diluted estimate114.5M+0.1% 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

Last 12 months: 1 executed · 3 registered.

UPDATEOct 7, 2026Resale prospectus — existing holders registering to sell424B7 →
UPDATEAug 12, 2026Resale prospectus — existing holders registering to sell424B7 →
UPDATEJul 2, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
UPDATEJun 24, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
UPDATEMay 27, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
WITHDRAWNMay 12, 2026Registration withdrawnRW →
UPDATEApr 8, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
UPDATEApr 2, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
REGISTEREDMar 23, 2026S-3 registration — capacity to sell shares, not a sale yetS-3 →
EFFECTIVEJan 30, 2026SEC declared a registration effective — selling can beginEFFECT →
EXECUTEDJan 28, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →
UPDATEDec 15, 2025Prospectus update — often a resale registration, not necessarily new capital424B3 →

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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