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

Local Bounti Corporation/DE (LOCL)

CIK 1840780 · 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$36.2M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
LOWwarrants = 4% 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+184% 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
HIGH~1.4 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

2021-12-072026-08-07

Latest: 23.4M shares as of Aug 7, 2026 (10-Q). Share count fell from 105.6M to 8.2M between May 5, 2023 and Aug 7, 2023, a pattern consistent with a reverse split (roughly 1-for-13); 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
A2026 U.S.Bounti Warrant5.5M$0.125
Cargill Financial Common Stock Purchase Warrants5.4M$48y
A2025 U.S.Bounti Warrant550,000$0.125

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 12, 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: 833,330 underlying shares, as reported Dec 31, 2024 (10-K).

Reported exercise price: $149.5 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $8.3M as of Sep 30, 2021.

Rough fully diluted estimate: 24.2M = 23.4M O/S + 833,330 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
Seven Point Zero Percent Convertible Note$15.0M$2.57%~6.0M sh
Convertible Note and Warrant Purchase Agreement$10.0M$2.56%~4.0M sh

If every note above converted at its tagged price: ~10.0M new shares on 23.4M 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 12, 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 outstanding23.4MAug 7, 2026
+ A2026 U.S.Bounti Warrant (if exercised)5.5MJun 30, 2026
+ Cargill Financial Common Stock Purchase Warrants (if exercised)5.4MJun 30, 2026
+ A2025 U.S.Bounti Warrant (if exercised)550,000Jun 30, 2026
+ Seven Point Zero Percent Convertible Note (if fully converted)6.0MMar 13, 2026
+ Convertible Note and Warrant Purchase Agreement (if fully converted)4.0MAug 1, 2025
Fully diluted estimate44.8M+91.8% 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: $36.2Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3May 15, 2026$21.2M registeredfiling →
S-3Nov 14, 2025$15.0M registeredfiling →
S-3May 15, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 2 executed · 2 registered.

EXECUTEDAug 7, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
UPDATEMay 21, 2026Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEMay 21, 2026SEC declared a registration effective — selling can beginEFFECT
REGISTEREDMay 15, 2026S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDMar 16, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
UPDATEDec 8, 2025Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEDec 8, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDNov 14, 2025S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDAug 4, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
UPDATEMay 30, 2025Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEMay 29, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDMay 27, 2025S-3/A registration — capacity to sell shares, not a sale yetS-3/A

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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