US IPO Pipeline SEC S-1 Filings — October 27, 2026

27-10-2026

Splash Beverage Group filed a Form S-1 registration statement on October 27, 2026 to register resale of shares and up to $29,800,324 of equity under a Purchase Agreement with C/M (Equity Line of Credit), with 1,013,041 shares registered for issuance and resale. The filing discloses material weaknesses in internal controls, substantial dilution risk from multiple preferred series (~11,316,267 shares on conversion), a 20% fully diluted RSU grant (~2,093,250 shares, subject to stockholder approval), and a stock price range of $0.135 to $3.92 (post one-for-four reverse split) year-to-date through October 2026. Negative and risk-heavy disclosures dominate the filing.

• · Material weaknesses in internal controls identified for the quarter ended June 30, 2026, due to limited segregation of duties and insufficient accounting staff; remediation deferred until sufficient working capital is obtained
• · Series A-1 and Series B conversion price is 80% of the 5-day VWAP with a $5.00 floor, while the Series D conversion price is fixed at $1.00 with a $0.60 floor, subject to downward adjustment on lower-priced issuances
• · Series D shares become convertible no earlier than December 31, 2026, and are conditioned on NYSE American and stockholder approvals
• · Company expects to need additional equity in the near term for capital needs and a strategic transaction involving substantial share issuance to target stockholders
• · Company is seeking stockholder approval for a new ELOC Agreement with C/M
• · Preferred stock carries dividend rights (quarterly, payable in Common Stock in lieu of cash for Series A-1 and B) and senior liquidation preferences over Common Stockholders
• · Rule 144 eligibility for many shares issued in 2025 and 2026 creates potential future selling pressure

27-10-2026

Imunon, Inc. (Nasdaq: IMNN) filed a Form S-1 registration statement for a best-efforts public offering of common stock and common warrants, with pre-funded warrant alternatives, at a combined price of $1.25 per share and accompanying common warrant, placed by Maxim Group LLC. The offering has no minimum proceeds requirement, so the amount actually raised is not presently determinable and may be substantially less than the maximum. The prospectus carries explicit going-concern and capital-raising risk language, indicating the company needs additional capital to fund planned operations.

• · There is no minimum number of securities or amount of proceeds required as a condition to closing, so actual gross proceeds may be substantially less than the stated maximum.
• · Placement agent receives warrants for 5.0% of securities sold, with exchange warrants issued in lieu of shares where beneficial ownership would exceed the 4.99% blocker.
• · Proceeds shown exclude any cash from exercise of common warrants, pre-funded warrants, exchange warrants, and placement agent warrants.
• · Delivery of securities is expected on or about October 2026, subject to closing conditions.
• · Risk disclosures reference the company's ability to continue as a going concern and its need to raise additional capital, along with Nasdaq listing compliance risk and potential impact of the Russia-Ukraine conflict and Middle East unrest.
• · Company is a clinical-stage drug developer focused on cancer treatment, with pending IND, NDA, and clinical trial programs referenced in forward-looking statements.

27-10-2026

Aupenheim Holdings Inc., a Delaware holding company operating through its PRC subsidiary Guanghui Century (Shandong) Enterprise Management Co., Ltd. in professional conference coordination services, filed a Form S-1 registration statement on October 27, 2026 to offer 2,000,000 shares of common stock at a fixed price of $0.80 per share, targeting gross proceeds of $1,600,000 on a self-underwritten, best-efforts basis led by CEO/CFO Yunfeng Cui. The filing carries substantial China-related risk disclosures, including PRC government oversight of overseas offerings, HFCAA trading-prohibition exposure, and no assurance of a future public market (intended OTCQB quotation under the symbol [AUPHM], with no market maker yet engaged).

• · Offering is self-underwritten and best-efforts with no minimum number of shares required; the company retains proceeds from any shares sold, so the $1.6M figure is a maximum, not assured
• · No commissions payable to Mr. Cui; offering relies on the Rule 3a4-1 broker-dealer safe harbor
• · Company is an emerging growth company and smaller reporting company; it has not elected out of extended transition periods for new accounting standards
• · Company states it is not a Chinese operating company but a Delaware holding company; investors will not directly hold equity in the PRC operating subsidiary and the company does not use a VIE structure
• · Company asserts Guanghui holds all material PRC licenses and that CSRC filing and CAC cybersecurity review are not currently required, based on PRC counsel advice; the filing warns that a change in this position could lead to fines, unwinding or suspension of the offering, or worthless stock
• · HFCAA risk: trading could be prohibited if the PCAOB cannot fully inspect the auditor for two consecutive years; auditor TQ International, PLLC is US-headquartered (Flower Mound, Texas)
• · Cash transfers between holding company, Hong Kong, WFOE and Guanghui are subject to statutory conditions for dividends and intra-group loans, constraining liquidity flexibility

27-10-2026

Bionano Genomics filed a Form S-1 registration statement on October 27, 2026, registering common stock issuable upon exercise of outstanding 2025 Purchase Warrants, Series C Warrants, 2024 Purchase Warrants and 2023 Purchase Warrants; the company is not selling new shares in this offering per the excerpt. The filing carries explicit going-concern language, stating the company must manage costs and obtain significant additional financing within 12 months of its Q2 2026 Form 10-Q, and that failure to obtain financing could lead it to seek relief under insolvency laws. Excerpt contains no reported revenue, earnings or other quantitative period-over-period results.

• · Going-concern risk: company must obtain significant additional financing within 12 months of filing its Form 10-Q for the quarter ended June 30, 2026
• · Forward-looking risks flagged include potential insolvency-law relief if additional financing is not obtained
• · Category I CPT codes cited as a factor whose impact on OGM adoption is uncertain

27-10-2026

Caring Brands, Inc. (CABR) filed an S-1 registration statement on October 27, 2026. The provided excerpt consists almost entirely of XBRL tagging metadata (contexts, members, and period identifiers) with no narrative text, financial statement figures, risk factors, or offering terms, so the substantive content of the offering cannot be assessed from this text. The tagged contexts reference items such as a Greentree promissory note, a Safety Shot, Inc. short-term loan, a settlement with D. Boral Capital LLC, Series A convertible preferred stock purchase agreements, a Novo DX license agreement, and an IPO dated November 14, 2025, but no amounts or outcomes are stated.

• · The filing references an IPO-related context dated November 14, 2025, which may indicate a prior or contemplated offering that should be reconciled with the October 27, 2026 S-1 filing date
• · Tagged contexts reference a Series A convertible preferred stock securities purchase agreement dated March 19, 2026 and a related May 29, 2026 agreement
• · Tagged contexts reference a settlement and release agreement with D. Boral Capital LLC dated around April 30 to May 4, 2026, and a separate settlement agreement with the CFO dated May 1 to May 8, 2026
• · Tagged contexts reference a Greentree promissory note dated August 6, 2025, with subsequent tagged dates of September 12, 2025, October 15, 2025, and March 23, 2026
• · Tagged contexts reference a Safety Shot, Inc. short-term loan agreement dated November 6 and November 19, 2025, and a Novo DX license agreement dated June 18, 2024
• · Tagged contexts reference a subsequent event on March 24, 2026 involving two arrangements, and subsequent-event dates of July 9 and July 10, 2026
• · The period tagging indicates financial statements through June 30, 2026, with a predecessor/successor presentation for September 24/25, 2024

27-10-2026

Twin Vee Holdco Inc. and USFM have entered into a Merger Agreement (initial agreement dated July 12, 2026) for a business combination in which Twin Vee and USFM stockholders will vote on the transaction at separate special meetings. Both boards have recommended approval, with Twin Vee's board determining the deal advisable on October 4, 2026 and USFM's board on October 7, 2026. The transaction is cross-conditioned on approval by both stockholder bases and, for Twin Vee, on a Share Issuance Proposal requiring Nasdaq compliance and a resulting change of control.

• · Business Combination consummation is cross-conditioned: requires USFM Business Combination Proposal approval, Twin Vee Business Combination Proposal approval, and Share Issuance Proposal approval, unless waived by the parties
• · Twin Vee Business Combination Proposal requires a majority of the voting power of outstanding Twin Vee Common Stock
• · Share Issuance Proposal requires a majority of voting power present or represented at the Twin Vee Special Meeting; it is needed for Nasdaq listing rule compliance due to the change of control
• · Five directors are proposed for election to the Combined Company's board until the 2027 annual meeting
• · USFM Business Combination Proposal requires a majority of all votes entitled to be cast by USFM common stockholders; abstentions and non-votes have the effect of a vote against it
• · A Twin Vee stockholder holding approximately 5.47% of shares and voting power is party to a Support Agreement with USFM committing to vote for the Merger Agreement; the agreement terminates if the Merger Agreement terminates
• · Meeting dates, locations, and record date are left blank ([ ]) in this draft, indicating the filing is preliminary
• · Directors and officers of both companies have interests in the Business Combination that may conflict with stockholder interests
• · Risk factors are referenced as beginning on page 43 of the joint proxy statement/prospectus

27-10-2026

Heroic Empire Acquisition Ltd filed a Form S-1 registration statement on October 27, 2026 for a SPAC-style blank-check IPO of units, each comprising ordinary shares and rights to receive one-fourth of an ordinary share upon a business combination. Post-offering, 12,812,500 ordinary shares and 10,312,500 rights would be outstanding (assuming no over-allotment exercise), with $100,500,000 ($10.05 per unit) placed in trust, rising to $115,575,000 if the over-allotment is fully exercised. Sponsor insiders hold 2,875,000 shares before the offering, with 375,000 subject to forfeiture if the over-allotment is not exercised.

• · Sponsor and affiliates have committed to purchase 312,500 private units ($3.125M) concurrently with the offering, with proceeds placed in trust.
• · Initial shareholders have agreed to vote in favor of any proposed business combination and are subject to a lock-up, released early if the share price reaches $12.00 for 20 of 30 trading days after a business combination.
• · Insider shares were restructured in December 2025 via a 1-for-10 reverse split, a large sponsor issuance, and sponsor surrenders of 398,300 shares.
• · Former CFO nominee surrendered 30,000 insider shares in October 2026; 30,000 were reissued to current CFO Mitchell Douglas Cariaga.
• · Funds not held in trust are limited to about $775,000, and any unpaid sponsor loans are repaid only from funds outside trust, with no assurance of repayment if no business combination closes.
• · Rights terms: holders must hold rights in multiples of four to receive full shares; rights expire worthless if no business combination is completed.