Toxic Financing
Spot financing where a falling stock price can mean more shares issued, and size the raise against the company behind it. The feed covers ordinary PIPEs and structured private placements, with disclosed deal terms and a toxicity grade for each financing event.
Find the floating-price deals.
price_basis, variable_discount_pct, and floor_exists_flag show how the purchase or conversion price can change.
Size the financing burden.
proceeds_pct_of_market_cap and warrant_coverage_pct put the raise and additional warrant shares in context.
Follow the resale registration.
resale_registration_date and resale_effective_date track the linked filing and its effectiveness.
Which companies recently took financing that could require more shares as their stock falls? Rank the deals by their terms and size, and explain what is still unknown.
Your agent uses get_private_placements to compare pricing formulas, financing size, warrants, and missing terms.
When cheaper shares can mean more dilution.
A PIPE is a private investment in public equity: a listed company sells securities privately to selected investors. This feed includes common stock, units with warrants, convertible notes and preferred shares, equity lines, and prepaid purchase facilities. It also includes a private placement made alongside a registered offering, rather than the registered offering itself.
Some deals fix the purchase price. Others tie it to a future market price, often at a discount. For a given amount of financing, a lower conversion price can require more shares, subject to the stated terms and any floor. Resets and warrants can add further dilution exposure.
One row is one disclosed financing event: an announcement, closing, amendment or reset, termination, or an event with an unstated stage. Several filings can describe the same deal; these are not unique deal counts.
Each row includes:
- Issuer identity, filing accession, event type, and filing and transaction dates.
- Stated proceeds or committed capacity, pricing formula, discounts, and floors.
- Warrant coverage, exercise terms, and reset provisions.
- Named investors, placement agents, and linked resale registration dates.
- Structural toxicity grade, quality signal, and publication and update timestamps.
The toxicity score grades financing structure, not future returns. A zero is not a clean bill of health, and an ungraded deal is not a safe one.
Separate the size of the raise from the terms attached.
Start with the pricing formula, then ask how large the financing is relative to the issuer. A small variable-price facility and a large fixed-price raise pose different research questions. Committed capacity describes what an investor may purchase; gross proceeds describe disclosed funding and should not be added to capacity as if both were cash received.
Use event_kind to separate new agreements from closings and resets before counting events or joining returns. Compare similarly structured deals and inspect missing terms instead of treating nulls as zero. Resale effectiveness supplies another milestone to investigate, not proof that holders sold shares.
- Filter min_toxicity=3 to study market-linked financing, then inspect stated floors and discounts.
- Select event_kind=announcement for new agreements; review amendments separately to avoid counting every filing as a new raise.
- Compare gross proceeds with market cap, keeping equity-line commitments separate from funded amounts.
From the financing disclosure to its resale filing.
The feed identifies private-placement disclosures in SEC 8-K and 8-K/A filings, with history from 2024. It reads terms disclosed in the filing body; economics available only in attached agreements may remain missing. Coverage depends on identifying relevant disclosures and is not a census of all private financing.
Daily processing begins at 07:40 UTC, with storage scheduled at 08:20 UTC and resale and enrichment updates at 10:15 UTC. Prior-session market data supports the derived discount, and historical market capitalization puts proceeds in context. Resale filings are linked from the shelf-registration and S-1 feeds within 180 days after disclosure.
The price formula, the warrants, and the funding.
The headline fields below are a subset. Every field, with exact types and semantics, is documented in the API reference.
| Field | Type | What it tells you |
|---|---|---|
| event_kind | string | announcement, closing, amendment_or_reset, termination, unstated. Separate filings can report different stages of the same deal. |
| announce_date | string | 8-K filing date in ET, YYYY-MM-DD. All date filters and default ordering use this date. |
| structure | string | common, units_with_warrants, convertible_note, convertible_preferred, equity_line, sepa_prepaid_advance, other. Convertibles with warrants retain their convertible structure. |
| gross_proceeds_usd | number | null | Stated gross proceeds in USD, never inferred from principal or net proceeds. A facility commitment is not funded proceeds. |
| committed_capacity_usd | number | null | Maximum purchase commitment for an equity line, prepaid advance agreement, or multi-tranche facility. |
| price_basis | string | fixed, variable_discount_to_market, lesser_of, or unstated. lesser_of takes the lower of a fixed and market-linked price. |
| variable_discount_pct | number | null | Discount to the variable market reference: 80% of VWAP is a 20% discount, stored as 20. |
| floor_exists_flag | integer | null | 1: stated floor; 0: explicitly no floor; null: unstated. |
| reset_provision | string | none_stated, price_reset_on_dilutive_issuance, weighted_average, or full_ratchet. Routine split adjustments do not establish a reset. |
| warrant_coverage_pct | number | null | Investor common-warrant shares / shares_sold times 100, for common and units_with_warrants deals only. Excludes pre-funded and placement-agent warrants; null for convertibles, no common warrants, or missing counts. |
| toxicity_score | integer | null | Derived structural grade from 0 to 3, with 3 for market-linked pricing. Null means ungraded, not benign. See the scoring rules in the docs. |
| proceeds_pct_of_market_cap | number | null | Gross proceeds / market cap times 100. Null if either input is unavailable. |
| resale_effective_date | string | null | Effectiveness date of the linked registration, when available. Does not establish actual investor sales. |
Screen the highest grade. Read an illustrative deal.
One key works across the REST API, the hosted MCP server, and this dashboard. Every response is JSON with a { count, data } envelope.
import requests
url = "https://api.alphanume.com/v1/capital/private-placements"
params = {"min_toxicity": 3, "spac": "false", "api_key": "alp_abc123"}
r = requests.get(url, params=params)
r.raise_for_status()
print(r.json())curl "https://api.alphanume.com/v1/capital/private-placements?min_toxicity=3&spac=false&api_key=alp_abc123"{
"count": 1,
"has_more": false,
"next_cursor": null,
"data": [
{
"record_id": 1001,
"accession_no": "0000000000-26-000001",
"ticker": "EXAMPLE",
"cik": 0,
"company_name": "Illustrative Company",
"event_kind": "announcement",
"announce_date": "2026-09-10",
"event_date": "2026-09-09",
"closing_date": null,
"structure": "convertible_note",
"securities_summary": "Privately placed convertible notes",
"gross_proceeds_usd": 2000000,
"committed_capacity_usd": null,
"shares_sold": null,
"price_per_share_usd": null,
"discount_to_prior_close_pct": null,
"price_basis": "variable_discount_to_market",
"variable_discount_pct": 20,
"lookback_days": 10,
"floor_price_usd": 0.25,
"floor_exists_flag": 1,
"reset_provision": "none_stated",
"warrant_coverage_pct": null,
"warrant_exercise_price_usd": null,
"warrant_term_months": null,
"has_prefunded_warrants": 0,
"original_issue_discount_pct": null,
"investor_names_stated": null,
"investor_type_stated": "institutional_investors",
"placement_agent": null,
"exemption_stated": "regulation_d",
"registration_deadline_days": null,
"resale_registration_form": null,
"resale_registration_date": null,
"resale_effective_date": null,
"is_spac_related": 0,
"concurrent_registered_offering_flag": 0,
"terms_in_exhibit_flag": 0,
"toxicity_score": 3,
"market_cap_at_announce_usd": 10000000,
"proceeds_pct_of_market_cap": 20,
"confidence": 0.9,
"first_seen_at": "2026-09-10 16:15:00",
"published_at": "2026-09-13 08:20:00",
"last_updated": "2026-09-13 08:20:00"
}
]
}What this data does not claim.
- The example is fictional and illustrates the full response schema; it is not a live company or filing.
- Missing terms, unnamed investors, unavailable price history, and gaps in microcap coverage remain null. The has_warrants filter tests available coverage, so false also includes unknown coverage and convertible structures.
- The filing date differs from the stated event date. closing_date can be expected rather than actual, and coarse event dates use the first day of the stated month or year.
- Current rows can gain enrichment later. first_seen_at uses the filing timestamp as a proxy, and pre-launch backfills are synthetic. Reprojection can refresh published_at; these timestamps do not reconstruct what the API served at a historical instant.
- Resale linkage is an issuer-and-date match, not a unique deal identifier. Check the underlying filings when several financings overlap.
Asked by researchers, answered plainly.
What makes a PIPE toxic financing?
The term usually refers to pricing that moves down with the market, increasing the shares required for a given financing amount. This feed also covers fixed-price PIPEs so you can compare structures rather than assume every private placement has those terms.
How are pre-funded warrants different from ordinary warrants?
A pre-funded warrant has most of its purchase price paid upfront and is treated as a common-share equivalent in common-stock deals. It is included in shares_sold and excluded from warrant_coverage_pct; ordinary investor warrants contribute to that coverage ratio.
What is an equity line or SEPA?
An equity line lets an issuer sell shares to an investor under an agreed purchase facility. A SEPA is a standby equity purchase agreement; this feed includes prepaid advances under those arrangements. Its committed capacity is not necessarily money already raised.
Can I remove SPAC-related placements?
Use spac=false to exclude issuers flagged under the blank-check-company SIC classification. The flag describes issuer classification rather than every possible connection to a SPAC.
Available with Pro. Enterprise for teams.
New REST API and MCP access requires Pro or Enterprise. Public dashboard previews are separate from a subscription. Pro includes the available historical record, current updates, REST, MCP, dashboard exports, and every standard dataset as it launches. This dataset has no public row preview; the dashboard provides a field guide and illustrative response.