The registration statement enables selling stockholders (mostly convertible preferred and warrant holders) to sell into the market at any time. Expect sustained downward pressure on FABC as the market prices in the massive overhang. Monitor for any actual sales filings (Form 144) or volume spikes that signal the start of distribution.
Price Chart
Executive Summary
Fabric.AI filed Amendment No. 1 to its S-3 resale registration statement, covering up to 187,197,294 shares of common stock issuable upon conversion of Series K preferred stock, exercise of warrants, and dividend shares. This represents approximately 2,914% of the current 6,653,912 shares outstanding, creating massive potential dilution for existing shareholders. The company is a development-stage fabless semiconductor firm with no revenue from semiconductor operations and a going-concern audit opinion.
Key Financial Metrics
Key Facts
- Up to 187,197,294 shares registered for resale by selling stockholders, representing ~2,914% of current outstanding shares.
- Current shares outstanding as of July 16, 2026: 6,653,912.
- Stock price on July 16, 2026: $2.63 per share; market cap ~$17M.
- Company is a development-stage fabless semiconductor company with no revenue from semiconductor operations.
- Auditors' reports include a going-concern explanatory paragraph.
- Company will not receive any proceeds from resales; only if warrants are exercised for cash.
- Stockholder approval for issuance of more than 19.99% of outstanding shares was obtained on June 16, 2026.
Financial Impact
If all registered shares are issued, existing shareholders would be diluted to approximately 3.4% ownership. The overhang is ~28x current shares outstanding.
Risk Factors
- Extreme dilution from conversion of preferred stock and exercise of warrants.
- Potential for sustained selling pressure as registered shares enter the market.
- Restrictive covenants in the purchase agreement limit the company's ability to raise additional capital.
- Development-stage status with no revenue from semiconductor operations increases execution risk.
Market Snapshot
Documents Analyzed
This report is based on 12 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-3/A Filing (FABC) — Batch item 1 | 0001493152-26-033778 |
| Exhibit: ex23-1.htm | 0001493152-26-033778 |
| Exhibit: ex23-2.htm | 0001493152-26-033778 |
| Document: 0001493152-26-033778-index-headers.html | 0001493152-26-033778 |
| Document: 0001493152-26-033778-index.html | 0001493152-26-033778 |
| Document: 0001493152-26-033778.txt | 0001493152-26-033778 |
| S-3/A Filing (FABC) — Batch item 7 | 0001493152-26-033778 |
| Exhibit: ex23-1.htm | 0001493152-26-033778 |
| Exhibit: ex23-2.htm | 0001493152-26-033778 |
| Document: 0001493152-26-033778-index-headers.html | 0001493152-26-033778 |
| Document: 0001493152-26-033778-index.html | 0001493152-26-033778 |
| Document: 0001493152-26-033778.txt | 0001493152-26-033778 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Aug 3, 2026 12w ago | 8-K | $2.91 | awaiting T+60 | — | $2.00 (−31.27%) |
Jul 17, 2026 14w ago | S-3/A | $2.63 $2.14 | ▲ +18.63% | ▲ +23.47% | $2.00 (+23.95%) |
Jul 2, 2026 16w ago | S-3 | $3.35 $2.36 | ▲ +29.55% | ▲ +33.12% | $2.00 (+40.30%) |
Jun 25, 2026 17w ago | 8-K | $3.13 $2.18 | ▼ −30.35% | ▼ −36.46% | $2.00 (−36.10%) |
US Market Status
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