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

Charlotte's Web Holdings, Inc. (CWBHF)

CIK 1750155 · 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-3 on file 2023-05-03
= 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
MEDIUM+76% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
Cash need
MEDIUM~11.9 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

2022-03-222026-08-11

Latest: 271.3M shares as of Aug 11, 2026 (10-Q).

Cash runway

~12 months of cash left

burning $3.5M / quarter

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Common Class A865,052$2.89

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 13, 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: 0 underlying shares, as reported Mar 31, 2023 (10-Q).

Reported exercise price: $6.27 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $0 as of Dec 31, 2022.

Rough fully diluted estimate: 271.3M = 271.3M O/S + 0 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 Notes Payable$56.8M$63.9M$0.94~60.4M sh

If every note above converted at its tagged price: ~60.4M new shares on 271.3M currently outstanding. 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 13, 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 outstanding271.3MAug 11, 2026
+ Common Class A (if exercised)865,052Apr 6, 2023
+ Convertible Notes Payable (if fully converted)60.4MNov 14, 2022
Fully diluted estimate332.6M+22.6% 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

Last 12 months: 1 executed · 0 registered.

EXECUTEDJun 3, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
UPDATEMay 25, 2023Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEMay 17, 2023SEC declared a registration effective — selling can beginEFFECT
REGISTEREDMay 3, 2023S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDNov 15, 2022Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDOct 12, 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.

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