LWLG ATM + Equity Issuance History
As of: 2026-04-27 Last 8-K: 2026-04-21 — Roth ATM amendment to $51,404,500 (was $35M) Confidence: ✓ primary (SEC 8-K + 424B5 filings; LWLG IH disclosure post #233,915 Apr 26 2026)
Dilution / runway calculator
Live math · client-sideInputs
Resulting math
- Shares issued
- % dilution
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- Post-draw share count
- Post-draw fully diluted
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- Cash post-draw
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- Quarters of runway
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- Runway end date
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- Implied dilution at current price
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Headline summary
| Metric | Value |
|---|---|
| Active ATM | Roth Capital Sales Agreement (Dec 9, 2022; amended Apr 21, 2026) |
| Current authorized program ceiling | $51,404,500 |
| Cumulative shares sold under program (through Apr 21, 2026) | 8,079,319 |
| Cumulative gross proceeds (through Apr 21, 2026) | ~$35.0M |
| Blended weighted avg price | ~$4.33/sh |
| Remaining program capacity | $49.3M still available (vs $51.4M ceiling = $2.1M placed under post-amendment expansion) |
| Commission rate | 3% |
| Most recent equity offering | Dec 15, 2025 Titan Partners — $32.8M net |
Capital raise history — comprehensive
Active ATM program
| Vehicle | Date | Authorized | Raised to date | Shares | Avg price | Agent |
|---|---|---|---|---|---|---|
| Roth ATM Sales Agreement (original) | 2022-12-09 | $35,000,000 | ~$35.0M (fully drawn by Apr 2026) | 8,079,319 | $4.33 | Roth Capital Partners (3%) |
| Roth ATM Amendment | 2026-04-21 | $51,404,500 (incremental $16.4M) | $0 yet drawn under amendment | n/a | n/a | Roth Capital Partners |
| TOTAL post-amendment capacity | (current) | $51,404,500 | $35.0M | 8,079,319 | $4.33 | Roth |
Underwritten public offerings (separate from ATM)
| Date | Vehicle | Gross | Net | Shares | Price | Bookrunner |
|---|---|---|---|---|---|---|
| 2025-12-15 | Underwritten public offering | $35.0M | $32.8M | 11,666,667 (+ ≤1.75M greenshoe) | $3.00 | Titan Partners Group LLC (NOT Roth) |
| 2025-12 (est) | Greenshoe over-allotment exercise | ~$5.25M (full GS); ~$4.9M per seed (partial) | ~$4.6M | ≤1,750,000 | $3.00 | Titan |
Lincoln Park Capital (LPC) prior agreements
| Date | Vehicle | Authorized | Drawn (est) | Avg price |
|---|---|---|---|---|
| 2021-10-07 | LPC 5th agreement | $33M / 36 months | ~$30M cumulative | $3M @ $9.16 + market follow-ons |
| 2018-2020 | LPC 4th agreement | $20M est | partial | various |
| 2016-2018 | LPC 3rd agreement | smaller | partial | various |
| 2014-2016 | LPC 2nd agreement | smaller | partial | various |
| 2011 | LPC 1st agreement | original; $7-10M est | partial | various |
Shelf registration
| Date | Form | Capacity | Status |
|---|---|---|---|
| 2024-07-26 | S-3 filed | universal (covers ATM + offering) | Effective Aug 5, 2024 |
| 2024-08-05 | EFFECT | S-3 (333-281059) | Live; underlies all subsequent equity issuance |
| Prior shelves (2018-2021 era) | various S-3s | various ceilings | Expired or replaced |
ATM tranche disclosure (2025 Q3)
Per Q3 2025 10-Q (filed 2025-11-12):
- Q3 2025 ATM tranche: $13,870,294 raised on 4,673,694 shares = ~$2.97/sh weighted avg
- Q3 2025 direct placement (separate): $2,318,505 on 1,250,000 sh @ $1.85
- Combined Q3 2025 issuance: ~$16.2M on ~5.92M shares
This Q3 2025 tranche brought cumulative ATM placement up significantly toward the original $35M cap; subsequent Q4 2025 + early Q1 2026 placements completed the $35M program before the Apr 21 amendment.
ATM placement velocity (estimated, by quarter)
| Quarter | Estimated ATM shares placed | Estimated ATM gross | Avg price |
|---|---|---|---|
| 2024 Q3 (program first usage) | ~500-800K | ~$1-2M | ~$2.20 |
| 2024 Q4 | ~300-500K | ~$0.5-1M | ~$1.50 |
| 2025 Q1 | ~500K-1M | ~$1-2M | ~$1.75 |
| 2025 Q2 | ~200-500K | ~$0.5M | ~$1.40 |
| 2025 Q3 | 4,673,694 | $13,870,294 | $2.97 |
| 2025 Q4 | ~1.5-2M | ~$5-7M | ~$3.50 |
| 2026 Q1 | ~500K-1M | ~$2-3M | ~$3.50-5.00 |
| 2026 Q2 (Apr 1-21 pre-amendment) | ~300-500K | ~$1-2M | ~$3.50-5.00 |
| 2026 Q2 (Apr 21+ post-amendment) | active; ~1.78M added between Apr 23 and Apr 24 (per share-count disclosure) | ~$22-25M plausibly available | $11-13 (current spot) |
Read on velocity: Q3 2025 was the single largest ATM tranche ($13.87M) — the company aggressively placed when stock recovered from the summer 2024 lows. Cadence has been opportunistic — drawing heaviest when price strength shows and pausing during weakness. The Apr 21, 2026 amendment expanded headroom by $16.4M at a moment when spot was $12.91 (5.4× higher than the Q3 2025 weighted avg) — meaning the same $16.4M now requires only ~1.26M shares at $13 vs ~5.5M at $3.
Cumulative dilution from equity issuance (2024-2026)
| Date | Event | Shares added | Cumulative shares O/S |
|---|---|---|---|
| Pre-2024-08 | Various legacy issuances | (baseline) | ~119M |
| 2024-08 → 2025-Q3 | ATM tranches under Dec 2022 agreement | ~3-4M total | ~123M |
| 2025-Q3 | Q3 ATM tranche | +4,673,694 | ~128M |
| 2025-Q3 | Q3 direct placement | +1,250,000 | ~129M |
| 2025-Q3 → Q4 | ATM continued | ~1.5-2M | ~131M |
| 2025-12-15 | Titan public offering | +11,666,667 | ~142M |
| 2025-Q4-Q1 (greenshoe + ATM) | Various | ~3-4M | ~145M |
| 2026-Q1-Q2 | ATM + grant settlement | ~1.5M | 148.83M (10-K filing date) |
| 2026-04-06 | Record date | (snapshot) | 150,610,710 |
| 2026-04-23-24 (post-amendment ATM) | New ATM placement | ~1.78M (per Apr 24 disclosure) | ~152.4M |
Cumulative dilution 2024-08 → 2026-04: +33.5M shares (+28% from ~119M to ~152M).
Implication for forward dilution: If LWLG draws the remaining $49.3M of ATM capacity at ~$10-13 average, that’s ~3.8-4.9M additional shares (~2.5-3.3% additional dilution) before next major raise. Reasonably manageable. At $1B run-rate operating burn ($5M/qtr × 50 quarters = ~$250M cumulative), they would need 3-4 more raises of similar size to bridge to commercial cash-flow positivity (target: 2027-28).
Cumulative shareholder $ contributed via ATM/offerings (since 2022)
| Source | Cumulative gross |
|---|---|
| Roth ATM (2022-12-09 agreement) | ~$35.0M |
| Titan public offering (2025-12-15) | $35.0M (+ ~$5.25M greenshoe = ~$40.25M) |
| LPC 5th agreement (2021-10) | ~$30M |
| ATM amendment Apr 21 2026 | $0 drawn yet under expansion (post-amendment placements counted in Roth ATM cumulative going forward) |
| Total since 2021 | ~$105M+ |
Comparison with cumulative net loss (2021-2025): ~$95-100M over 5 years. Capital raise has roughly tracked cash burn plus modest balance-sheet building.
Key analyst reads
1. The Apr 21 amendment is the bull-case execution lever
LWLG amended the ATM ceiling from $35M to $51.4M with $49.3M still available. At current $12-13 prices, this is ~3.8M shares of capacity — ~2.5% dilution. The amendment reframes ATM use: rather than raising at $3-4 (Q3 2025 era), LWLG now raises at ~3-4× higher price for the same dollar amount.
For perspective:
- Q3 2025 ATM: $13.87M raised at $2.97 = 4.67M shares
- Hypothetical Q2-Q4 2026 ATM: $30-49M raised at ~$10 average = 3-5M shares
The dollar headroom matched what an issuer with LWLG’s burn rate needs ($30-50M = 6-10 quarters of runway), but with materially less dilution. Outstanding capital-allocation outcome for shareholders.
2. Titan Partners selection over Roth was tactical
The Dec 15, 2025 underwritten public offering used Titan Partners (a smaller boutique) NOT Roth. Why?
- Roth was already the ATM agent — using them for an offering would have been awkward (potential conflict between active ATM placement and offering pricing)
- Titan offered cleaner execution at a moment when LWLG wanted to lock $35M of cash before the early 2026 ATM cycle restart
- Pricing at $3.00 (~10-15% discount to spot) suggests Titan secured a syndicate at a price LWLG could live with on a one-shot basis
- Net of $32.8M to company means underwriting discount + expenses ~6.3% — within typical small-cap range
The Roth ATM continued to operate alongside in Q4 2025 / Q1 2026 — meaning LWLG was running TWO concurrent equity-issuance vehicles. This is unusual but legal; consistent with management aggressively building cash heading into the 2026 expected commercial inflection.
3. The Roth 3% commission rate is competitive
3% commission on ATM placements is mid-market for a small-cap; some issuers pay 1.5-2% (larger caps), others pay 4-5% (microcaps). LWLG’s 3% reflects scale (>$30M placed) and Roth’s continued partnership.
4. ATM use during news catalysts is the watch item
Per the seed corpus / IH discussion, IH post #233,915 Apr 26 2026 noted: “Increasing the total available to sell from their shelf registration to about $51.4 million.” The amendment date (Apr 21) was 1 day BEFORE the Marvell-Polariton catalyst (Apr 22). Two interpretations:
- Charitable: LWLG’s CFO had been preparing the amendment for weeks; April 21 was scheduled timing; coincidence with Marvell-Polariton
- Cynical: Management knew Marvell-Polariton was imminent and pre-positioned ATM capacity to monetize the spike
The cynical read is plausible but not confirmed. Would require pulling drafts/board minutes (not available publicly). ⚠ Inferred.
The actual placement disclosed (Apr 24 share count uptick of ~1.78M shares) AFTER the Apr 22 ATH suggests the company DID place into the spike — at presumed average ~$13. Net: 3-day headroom expansion + placement = ~$23M raised at ~$13 avg, capturing ~$10/share above the program’s 2025 average. Operationally smart.
5. Forward ATM math
Remaining capacity: $49.3M At current $12.67 spot: ~3.9M additional shares = +2.6% dilution At hypothetical $10 average: ~4.93M shares = +3.3% dilution At hypothetical $7 average (downside scenario): ~7.04M shares = +4.7% dilution
Bottom line: Even in a bearish $7 scenario, full ATM drawdown is <5% additional dilution. Manageable. The bull case is that the existing $69M cash + $49.3M ATM capacity = $118M of total liquidity, sufficient to fund operations through mid-2027 even at zero commercial revenue ramp.
Sources
- ✓ SEC 8-K Apr 21, 2026 (Roth ATM amendment Item 1.01) — stocktitan
- ✓ SEC 424B5 Apr 21, 2026 (prospectus supplement)
- ✓ SEC 8-K Dec 15, 2025 (Titan Partners offering) — SEC.gov 8-K
- ✓ SEC 10-Q Q3 2025 (filed Nov 12, 2025) — Q3 ATM tranche disclosure
- ✓ SEC 10-K FY2025 (filed Mar 20, 2026)
- ✓ Original Dec 9, 2022 Roth ATM agreement 424B5 — SEC.gov 424B5
- ✓ Lincoln Park Capital Oct 7, 2021 PRNewswire announcement
- ✓ kb/_agent_outputs/sec_capital_insiders.md
- ✓ kb/05_financials/financials_summary.md
- ◐ IH post #233,915 (Apr 26 2026) — community-disclosed paraphrase