Dilution Red Flags — What to Check Before You Trade

10 warning signs every small-cap trader must check before entering a position.

1
Massive Authorized Headroom

Authorized shares 10x+ outstanding shares. Company can issue without shareholder vote.

How to check: Enter the ticker in Intel Terminal and compare authorized vs. outstanding share counts.

Critical
2
Recent S-1 or S-3 Filing

New share registration = dilution pipeline being built. Check SEC filings in last 90 days.

How to check: Review recent SEC filings in Intel Terminal or on SEC EDGAR.

High
3
EFFECT Notice in Last 30 Days

Registered shares can now legally be sold into the market. This is the final step before dilution hits.

How to check: Search for "EFFECT" filing type on SEC EDGAR for the ticker.

High
4
Variable-Rate Convertible Notes

Conversion price tied to market price with a discount. No floor = death spiral potential.

How to check: Read the convertible note terms in recent 8-K or 10-Q filings. Look for "variable rate" or "discount to market."

Critical
5
Known Toxic Lenders

Streeterville, Arena, Peak One, etc. in the selling stockholders section. These firms convert and dump.

How to check: Search the S-1 selling stockholders table for known toxic lender names.

Critical
6
No Floor Price on Conversions

Convertible instruments with no minimum conversion price. Unlimited dilution downside.

How to check: Look for "floor price" or "minimum conversion price" language in financing agreements. If absent, assume the worst.

Critical
7
Multiple S-1 Amendments (S-1/A)

Repeated amendments often mean terms are getting worse for shareholders. Each revision can add more shares.

How to check: Count S-1/A filings on SEC EDGAR. Three or more is a yellow flag turning red.

High
8
Reverse Split History

Prior reverse splits often precede more dilution. Check if this is a repeating pattern.

How to check: Review corporate action history. Multiple R/S events in 2-3 years is a major warning.

Medium
9
Going Concern Warning

Auditor flags company may not survive 12 months. Desperate financing likely follows.

How to check: Search the latest 10-K or 10-Q for "going concern." The Intel Terminal flags this automatically.

High
10
Cash Runway Under 3 Months

Low cash + high burn = forced to raise capital at any terms. The company has no leverage in negotiations.

How to check: Divide cash on hand by quarterly operating expenses. Under 3 months means dilution is almost certain.

High

Quick Dilution Check

  1. Open Intel Terminal, enter the ticker
  2. Check the Dilution Risk grade — GREEN = low risk, RED = check further
  3. Look at the authorized vs. outstanding ratio
  4. Check for recent S-1 / EFFECT filings
  5. If any red flags, consider reducing position size or passing

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