Forensic · dilution
Shareholders worry about dilution — the issuance of new shares that reduces their ownership percentage. The SEC requires public companies to disclose dilution capacity (S-3 filings) and dilution events (424B5 prospectuses). Reading both correctly is forensic skill #1.
An S-3 is a "shelf registration" — the company is registering with the SEC the right to issue up to $X in securities over the next 3 years. It doesn't mean shares will be issued. It just means the company has filed the paperwork to do so when it wants.
An S-3 alone is not necessarily a red flag. Almost every public company files one. The question is: how large is the shelf relative to market cap? A $200M shelf on a $300M market cap is a different signal than a $1B shelf on a $50B market cap.
A 424B5 prospectus is the actual execution — a "take-down" from the shelf. The company is currently selling shares.
The most common form is an "ATM offering" (At-The-Market): a sales agreement with an investment bank that allows the company to drip shares into the market over time, usually at prevailing market prices. ATM offerings are the most common dilution vehicle for small caps.
One ATM filing is normal. Three or more in 24 months — especially combined with rising share count and falling stock price — is a sustained-dilution pattern. Forensic flags this as the 'frequent_dilution' signal.
Open the S-3 filing on EDGAR. Look at:
Then open recent 424B5 prospectuses. Each one says: "We have entered into an Open Market Sale Agreement with [X] under which we may offer and sell up to $[N] of our shares." That's the active dilution.
Forensic pulls every S-3 and 424B5 per ticker, scores the active dilution capacity, and flags 3+ events in 24 months as a frequent-dilution signal.
Run a check: filingfirehose.com/forensic
Free risk score 0-100 grounded in cited SEC filings. $9 for the full bear case.
filingfirehose.com/forensic →