US IPO Pipeline SEC S-1 Filings — June 29, 2026

29-06-2026

Capstone Holding Corp. filed an S-1 registration statement on June 26, 2026, to register 3,000,000 shares of common stock for resale by the selling stockholder under the Tumim Purchase Agreement. The company faces substantial doubt about its ability to continue as a going concern due to recurring losses, negative working capital, and upcoming debt maturities. While management believes its operating plans and equity line of credit are sufficient, the company may still need additional capital beyond the potential $3.75 million from convertible notes with 3i, LP and the $20.0 million Tumim facility, which is subject to significant dilution and market conditions.

• · The S-1 registers 3,000,000 shares for resale, in addition to 5,190,251 shares previously registered in June 2025.
• · Only 1,752,148 shares have been issued under the Tumim Purchase Agreement as of June 18, 2026, out of a total potential of 7,975,197 registered shares (excluding Commitment Shares).
• · The company may receive up to $3.75 million in gross proceeds from convertible notes with 3i, LP, but this is not guaranteed.
• · The Tumim Purchase Agreement has a 24-month term starting from the effective date of the registration statement.
• · Management has broad discretion over the use of proceeds, which may not improve financial condition or market value.
• · The selling stockholder is not restricted on sale prices, which could be below market and further depress stock price.
• · Future equity or debt issuances could cause additional dilution and negatively impact stock price.

29-06-2026

Classover Holdings, Inc. (KIDZ, now KIDZ AI Inc.) filed an S-1 registration statement on June 26, 2026, to register up to 151,112,186 shares of Class B common stock for resale by Chardan Capital Markets LLC, the selling stockholder under a ChEF Purchase Agreement dated May 21, 2026. The company has the right, but not the obligation, to sell up to $100 million in newly issued shares to Chardan under the Facility, but no proceeds from the resale will go to the company. Concurrently, the stock is listed on Nasdaq under the symbol KIDZ, and the last reported sale price on June 25, 2026, was $0.8272 per share.

• · The company is an emerging growth company and a smaller reporting company.
• · The registration statement is subject to completion and is preliminary.
• · Chardan may be deemed an underwriter under the Securities Act, and any profit on the sale of shares may be deemed underwriting discounts.
• · The company will bear all costs, expenses, and fees in connection with the registration, including blue sky compliance.
• · There is no assurance that Chardan will sell any or all of the shares purchased under the Purchase Agreement.
• · The prospectus includes a risk factor section highlighting uncertainties related to the Purchase Agreement, dilution, market price volatility, and limited operating history.

29-06-2026

Forgent Power Solutions, Inc. (FPS) filed an S-1 registration statement with the SEC on June 29, 2026, in preparation for its initial public offering (IPO). The filing includes financial data for the fiscal year ended June 30, 2025, and the nine months ended March 31, 2026 (FY26 YTD). Revenue from contracts with customers increased to $72.0 million for FY26 YTD from $67.2 million in the prior-year period, a 7.1% YoY growth. However, the company reported a net loss of $4.9 million for FY26 YTD, compared to net income of $1.2 million in the prior-year period, primarily due to increased operating expenses and costs related to the IPO.

• · Backlog increased to $7.0M as of March 31, 2026 from $5.0M as of June 30, 2025.
• · Total long-term debt stood at $52.0M as of March 31, 2026.
• · Total assets were $76.0M as of March 31, 2026.
• · One customer represented 18% of total revenue in fiscal year 2025.
• · The company operates as a single reportable segment.
• · Follow-on offering of Class B common stock completed in March 2026, raising $3.0M.
• · Private placement of Class B common stock to Opco LLC in February 2026 raised $2.0M.
• · Related-party revenue was $1.2M for FY25 and $0.9M for FY26 YTD.
• · Operating expenses for FY26 YTD totaled $22.1M, up from $17.8M in the prior YTD period.

29-06-2026

EQUITY RESIDENTIAL (EQR) filed an S-4 registration statement on June 29, 2026, in connection with a business combination transaction. The filing includes extensive representations and warranties regarding the company's internal controls, compliance with Sarbanes-Oxley, absence of material adverse changes since January 1, 2026, and its qualification as a REIT for all taxable years from 1994 through 2025. The filing does not disclose the specific counterparty or deal terms, but confirms no material undisclosed liabilities, litigation, or labor disputes exist.

• · Company has maintained REIT status continuously from taxable year ended December 31, 1994 through December 31, 2025.
• · No material adverse effect has occurred since January 1, 2026.
• · No employee of the company or its subsidiaries is represented by a union, and no union organizing efforts have occurred in the last three years.
• · Company has not contributed to a multiemployer or multiple employer pension plan in the last six years.
• · No pending or threatened litigation that would reasonably be expected to have a material adverse effect.
• · Company has not received any unresolved SEC comments or inquiries as of the filing date.

29-06-2026

Ionic Digital Inc. filed an S-1 registration statement on June 29, 2026, to list its Class A common stock on Nasdaq in a direct listing, not an underwritten IPO. The company warns of material weaknesses in internal controls, potential stock price volatility due to no underwriter support or lock-up agreements, and risks of oversupply from existing stockholders. While the listing provides liquidity for shareholders, the lack of price discovery, potential for unsustainable trading prices, and absence of stabilizing mechanisms pose significant risks to investors.

• · The company has never been required to test internal controls over financial reporting prior to listing.
• · No contractual lock-up agreements exist for existing stockholders, other than the Lock-Up under the Securities Purchase Agreements.
• · The purchase price of Series A Preferred Stock and Warrants in the Private Placement may have little relation to the opening public price.
• · The company may issue additional shares of capital stock, including blockchain tokens, for customer reward or loyalty programs.
• · Securities class action litigation is a potential risk due to stock volatility.

29-06-2026

BiomX Inc. (PHGE) filed an S-1 registration statement to register the resale of shares issued to Water IO and Mandragola Ltd. in connection with acquisitions that transformed the company from a clinical-stage phage biotech into a defense and security technology firm. The company has discontinued its lead drug candidate BX004, initiated insolvency proceedings for its Israeli subsidiary, and undergone a complete management and board transition. The filing highlights substantial dilution risk for existing stockholders, and the company will not receive any proceeds from the resale of shares by selling stockholders.

• · The S-1 registers the resale of shares issued under the Water IO SPA (April 10, 2026) and the Mandragola SPA (April 13, 2026).
• · The company will not receive any proceeds from the resale of shares by selling stockholders; proceeds from warrant exercises, if any, will be used for general corporate purposes.
• · The company's common stock is listed on NYSE American under symbol PHGE; last reported price on June 26, 2026 was $0.3960 per share.
• · The company underwent a 1-for-19 reverse stock split effective November 25, 2025.
• · Adaptive Phage Therapeutics, LLC terminated its lease in Gaithersburg, Maryland effective December 31, 2025.
• · The company has substantially discontinued its former clinical-stage phage therapy operations.

29-06-2026

SeeQC, Inc., a quantum computing company specializing in chip-based digital infrastructure for scalable quantum systems, filed an S-1 registration statement with the SEC on June 29, 2026, for an initial public offering of its common stock on the Nasdaq Global Market under the symbol 'SEQC'. The offering is contingent upon the closing of a merger with Allegro Merger Corp., with committed PIPE financing of approximately $65.0 million. The company has no public market for its stock, and the offering price range and number of shares are not yet disclosed.

• · SeeQC was formed in 2019 through a transfer of assets from Hypres, Inc., a superconducting electronics company founded in 1983 by members of IBM's superconducting computing project.
• · The company's platform is agnostic to quantum modality at the infrastructure layer and is designed to support developers across architectures.
• · The company is an 'emerging growth company' and a 'smaller reporting company' and may elect reduced public company reporting requirements.
• · The underwriters have a 30-day option to purchase additional shares to cover over-allotments.
• · The company's fiscal year ends December 31; most recent fiscal year ended December 31, 2025.

29-06-2026

Exyn Technologies, Inc. filed an S-1 registration statement on June 29, 2026 for an initial public offering. The filing reveals a single reportable segment with revenue generated from sales of aerial robotic systems, leases, and services across the US, Canada, Australia, and other regions. The company has accumulated significant deficits and relies heavily on customer concentration, with two customers representing a substantial portion of accounts receivable and four customers accounting for the majority of revenue in Q1 2026.

• · The company has a single reportable segment and recognizes revenue from product sales, leases, and services.
• · Geographic revenue breakdown includes the United States, Canada, Australia, and the rest of the world.
• · Customer concentration risk is high: in Q1 2026, two customers accounted for a significant portion of accounts receivable and four customers for revenue; in fiscal 2025, one customer represented a large share of receivables and three customers (A, B, C) for revenue; in fiscal 2024, two customers (A and B) drove revenue.
• · The company has outstanding convertible promissory notes and term loans with entities like Evergreen Capital Management, Neolync Holdings, Maximcash Solutions, and NCH Ventures.
• · Subsequent events include entry into loan agreements in 2026 (e.g., April, May, June) and the issuance of a Series A4 Preferred Stock in February 2026.
• · Simple Agreements for Future Equity (SAFEs) were issued in April 2025 and in August/December 2025 with valuation caps and discount rates measured at fair value (Level 3 inputs).
• · The company has incurred net losses and has an accumulated deficit (retained earnings deficit).

29-06-2026

FS Bancorp, Inc. files S-4 registration for acquisition of Pacific West Bancorp. Pacific West shareholders will receive either cash or FS Bancorp shares as consideration. The deal is valued at approximately $34.8 million based on FS Bancorp's stock price at signing.

• · Each Pacific West share converts into either cash or 0.3032 shares of FS Bancorp stock (at signing), subject to allocation/proration procedures.
• · Closing FS Bancorp Share Value is based on volume-weighted average trading price for the 10 trading days ending the last trading day before closing.
• · FS Bancorp common shares trade on Nasdaq Capital Market under symbol 'FSBW'; Pacific West common shares trade on OTCQB under symbol 'PWBK'.