Free course · Lesson 18 · 4 min

The filing as a timing signal

+41%PNDA today, on a press release

4 dayssince a 424B5 switched its ATM back on

In 4 minutes: five kinds of filings, and what each one tells you about when new shares can come.

Checking your access…

01Five filings, five signals

Each kind of filing answers a different question about new shares. Tap a card to find it on PNDA’s Desk.

02S-3 builds it, 424B5 switches it on

An S-3 shelf creates the capacity to sell, good for 3 years once effective. A 424B5 supplement is the switch: it sets the terms of a real sale.

S-3 shelfcapacity, nothing sold

a supplement

424B5the terms of a sale

the sale is on

The marketnew shares on your tape

SEC Rule 415(a)(5): a shelf lasts 3 years. Rule 424(b): the supplement.

On Panda Desk →FILINGS → 424B5 · 4 days ago · DILUTIVEPNDA’s ATM supplement: up to $2.2M of sales, from that day on.

038-K: a deal is signed

An 8-K reports a company event within 4 business days. Item 3.02 means new shares were sold without registration, under a signed deal.

4business days to file an 8-K

1.20Mnew PNDA shares in its July PIPE

On Panda Desk →FILINGS → 8-K Items 1.01/3.02 · 59 days ago · DILUTIVEPNDA’s $3.3M PIPE at $2.75, plus warrants at $4.50.

0410-Q: the sales you could not see

ATM sales are not announced one by one. The quarterly 10-Q shows what was sold, weeks later.

Q2PNDA’s ATM sells shares, unannounced
45 days agoThe Q2 10-Q: 0.62M shares sold for $2.10M
Nov 16The Q3 10-Q is due: the first proof of any sale today

On Panda Desk →FILINGS → 10-Q Q2 · 45 days ago · DILUTIVEIt also repeats the going-concern warning.

05A warning starts a clock

PNDA’s 8-K Item 3.01 is a Nasdaq notice: stockholders’ equity below $2.5M. Selling new shares raises equity, so a warning like this can bring a raise closer.

$2.5Mthe Nasdaq equity line PNDA fell under

Oct 8when PNDA’s plan to fix it is due

On Panda Desk →FILINGS → 8-K Item 3.01 · 32 days agoNo DILUTIVE flag: it adds no shares, only pressure to raise.

On Panda Desk →FILINGS → 8-K Item 8.01 · todayThe press release itself. No new shares, no DILUTIVE flag.

For the longToday’s PR brings the buyers. The 424B5 right below it means the ATM can sell to them.

063 checks on any FILINGS list

Sources

17 CFR 230.415(a)(5): a shelf for new shares can be used for 3 years from its effective date.
17 CFR 230.424(b): prospectus supplements, listed on EDGAR as 424B5 and similar.
Form 8-K: the 4-business-day deadline, and Item 3.02, unregistered sales of equity securities.
Nasdaq Continued Listing Guide: the $2.5M stockholders’ equity standard on the Capital Market.

Panda Desk shows these rows for any small cap, next to your montage. tspanda.com

Not financial advice. PNDA is fictional, and nothing here is a recommendation to buy or sell.

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