This is a distressed financing with highly dilutive terms. The conversion price resets every 6 months to the lower of $1.785 or the stock's closing bid price, and the warrant has full-ratchet anti-dilution — meaning any future lower-priced issuance will further reduce the conversion/exercise price. At a $48M market cap, the potential dilution from conversion of the note and exercise of the warrant is material. Monitor for any subsequent lower-priced financings that would trigger the ratchet and accelerate dilution. The 12-month ban on variable-rate securities provides some temporary protection.
Price Chart
Executive Summary
NextBoat Inc. entered into a loan agreement with Greentree Financial Group for $510,000 in principal, issued with a 10% OID, resulting in net proceeds of ~$459,000. The loan is evidenced by a 10% convertible promissory note due August 2028 and a warrant to purchase 100,000 shares at $1.785/share, plus 20,000 commitment shares. This is a distressed financing at a $48M market cap — the terms are highly dilutive and signal severe cash constraints, with the conversion price subject to semi-annual resets and full ratchet anti-dilution protection, creating massive potential overhang.
Key Financial Metrics
Key Facts
- $510,000 principal loan with 10% OID → net proceeds of ~$459,000
- 10% convertible promissory note due August 14, 2028, convertible at $1.785/share
- Conversion price resets every 6 months to the lower of current price or $1.785
- Warrant to purchase 100,000 shares at $1.785 with full-ratchet down-round protection
- 20,000 restricted shares issued as commitment shares
- Company agreed not to issue variable-rate securities for 12 months
- Proceeds used for operating expenses — company stated it is 'in need of capital'
Financial Impact
$510,000 principal with 10% OID; net $459,000 before $10k legal fee; 20,000 commitment shares + 100,000 warrant shares + unlimited conversion shares at resetting price
Risk Factors
- Severe dilution from convertible note with semi-annual price resets and full-ratchet warrant
- Cash constraints forcing distressed financing terms
- Potential for further down-round financings triggering anti-dilution adjustments
- 10% interest rate with 18% default rate adds to cash burn
Market Snapshot
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001493152-26-039033 |
| Document: form8-k.htm | 0001493152-26-039033 |
| Document: 0001493152-26-039033-index-headers.html | 0001493152-26-039033 |
| Document: 0001493152-26-039033-index.html | 0001493152-26-039033 |
| Document: 0001493152-26-039033.txt | 0001493152-26-039033 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 19, 2026 8d ago | 8-K | $1.71 $1.58 | ▲ +7.60% | ▲ +7.68% | $1.58 (+7.60%) |
Sep 4, 2026 7w ago | 8-K | $2.21 $2.27 | ▲ +2.71% | ▲ +3.92% | $1.58 (−28.51%) |
Aug 28, 2026 8w ago | 8-K | $2.19 $2.35 | ▲ +7.31% | ▲ +7.45% | $1.58 (−27.85%) |
Aug 18, 2026 10w ago | 8-K | $1.88 $2.06 | ▼ −9.57% | ▼ −9.96% | $1.58 (+15.96%) |
Aug 4, 2026 12w ago | 8-K | $2.23 $2.13 | ▼ −4.48% | ▼ −4.38% | $1.58 (−29.15%) |
Jul 23, 2026 13w ago | 8-K | $1.95 $1.93 | ▼ −1.28% | ▼ −1.66% | $1.58 (−18.97%) |
Jul 16, 2026 14w ago | 8-K | $2.07 $1.97 | ▼ −4.83% | ▼ −3.16% | $1.58 (−23.67%) |
Jul 1, 2026 16w ago | 8-K | $2.16 $2.24 | ▲ +3.70% | ▲ +3.44% | $1.58 (−26.85%) |
Jun 29, 2026 17w ago | 8-K | $2.50 $2.22 | ▼ −11.20% | ▼ −12.59% | $1.58 (−36.80%) |
Jun 26, 2026 17w ago | 8-K | $2.50 $2.22 | ▼ −11.20% | ▼ −12.59% | $1.58 (−36.80%) |
US Market Status
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