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

Skillsoft Corp. (SKIL)

CIK 1774675 · 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 2022-12-22
= 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
MEDIUMwarrants = 23% 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
LOWoperating cash flow positive
= 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

2021-09-092026-06-04

Latest: 9.0M shares as of Jun 4, 2026 (10-Q). Share count fell from 160.9M to 8.1M between Sep 6, 2023 and Nov 30, 2023, 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

TrancheWarrantsExercise priceTermNotes
Public Warrants1.2M$230
Warrants Issued In PIPE Investment833,000$230
Private Placement Warrants792,000$230FV $0
Warrants Issued To Former Owners of Global Knowledge50,000$230
Global Knowledge Merger Warrants250not tagged
Redeemable Warrantsnot tagged$0.2

Tranches exactly as the company dimensioned them in its 10-K filed Apr 7, 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: 2.1M underlying shares, as reported Jan 31, 2026 (10-K).

Reported exercise price: $11.5 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $11.2M as of Aug 27, 2020.

Rough fully diluted estimate: 11.0M = 9.0M O/S + 2.1M 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 Jun 9, 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 outstanding9.0MJun 4, 2026
+ Public Warrants (if exercised)1.2MJan 31, 2026
+ Warrants Issued In PIPE Investment (if exercised)833,000Jan 31, 2026
+ Private Placement Warrants (if exercised)792,000Jan 31, 2026
+ Warrants Issued To Former Owners of Global Knowledge (if exercised)50,000Jan 31, 2026
+ Global Knowledge Merger Warrants (if exercised)250Oct 12, 2025
Fully diluted estimate11.8M+31.8% 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

Last 12 months: 0 executed · 0 registered.

UPDATEDec 30, 2022Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEDec 30, 2022SEC declared a registration effective — selling can beginEFFECT
EFFECTIVEDec 28, 2022SEC declared a registration effective — selling can beginEFFECT
REGISTEREDDec 22, 2022S-3 registration — capacity to sell shares, not a sale yetS-3
UPDATEApr 7, 2022Prospectus update — often a resale registration, not necessarily new capital424B3
EXECUTEDApr 5, 2022Unregistered share sale disclosed (8-K item 3.02)8-K
UPDATEApr 5, 2022Prospectus update — often a resale registration, not necessarily new capital424B3
UPDATEApr 1, 2022Prospectus update — often a resale registration, not necessarily new capital424B3
UPDATEMar 15, 2022Prospectus update — often a resale registration, not necessarily new capital424B3
UPDATEMar 7, 2022Prospectus update — often a resale registration, not necessarily new capital424B3
UPDATEFeb 28, 2022Prospectus update — often a resale registration, not necessarily new capital424B3
UPDATEFeb 14, 2022Prospectus 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.

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