Insights on listed-issuer financing

Insights is where the mechanics live. It covers how market-referenced conversion pricing actually behaves, what turns a convertible financing into a death spiral and what prevents it, and how a listed company chooses between the routes available to it. Every page is written for the issuer's side of the table.

Key takeaways

• Four long pieces, not a blog. Each one exists because a board keeps having to reconstruct the same analysis from scratch, usually under time pressure and usually from sources written for investors.
• Arithmetic beats adjectives. Where dilution is the subject, the page shows the calculation with explicitly illustrative round numbers rather than describing it in words.
• No case studies, no track record. This site publishes capability and process. Any figure used to explain a mechanism is a worked example, not a real transaction.
• Every regulatory claim is linked to its source. If a page relies on a rule, the rulebook or the regulator is one click away, because that is how a reader should check us.

The four pieces

One mechanic sits under three of the four

The first three are not unrelated essays. They are three views of the same thing: what happens when the price of newly issued securities is set by a formula referenced to the market rather than agreed in advance.

Fix a price at signing and the transaction is arithmetically closed. The board knows the share count before it votes, the investor carries the price risk of the interval between signing and closing, and the only remaining questions are approval and settlement. Reference the price to a volume-weighted average measured over a later window and every one of those certainties inverts. The share count becomes an output rather than an input. The price risk of the interval moves from the investor to the existing shareholders. And the dilution the board approved stops being the dilution it gets.

That single inversion generates all three pieces. Dilution and conversion mechanics is the arithmetic of the inversion: how far the share count can travel, and which four terms bound it. Death spiral financing is the inversion with the bounds removed: no floor, so no maximum share count, so issuance and price movement feed each other. And capital raising for listed companies is the decision that precedes both: whether the issuer needs a market-referenced structure at all, or whether a route that prices once is available to it.

Read in that order, the cluster answers one question in three passes: what does this cost in shares, what is the worst case, and is there a cheaper route.

What this section deliberately leaves out

Three things a reader might reasonably expect to find here are not here, and the omissions are decisions rather than gaps.

There is no market commentary. No view on where small-cap valuations are going, no read on the issuance window, no quarterly outlook. A page whose value expires in six weeks is not worth the review burden on a site that promises everything is current, and an issuer with a funding gap is not helped by a forecast.

There are no counterparty reviews. The pages describe structures and the terms that bound them. They do not rate funds, name names, or tell an issuer which investor to approach, because a rating on a finance site is a claim we could not stand behind and because the categories of buyer matter far more than any individual firm.

There is no substitute for counsel. Where a page needs a rule it states the rule, cites it and links the primary source, and short selling around an offering goes rule by rule through Regulation M because the scope question cannot be answered any other way. What none of them does is stand in for counsel in the listing jurisdiction, and every page in this section says so in terms. The regulatory detail that is load-bearing lives with the structure it constrains: Rule 144 for resale, Form S-3 for shelf capacity, and the twelve market pages for local issuance limits.

Where to go next, by question

Most readers arrive with a specific question rather than a topic. This table maps the common ones onto the page that answers them, including pages outside this cluster.

How this material is written

Three rules govern everything in this section. First, the opening paragraph of every page answers the page's own question directly, so a reader who stops after 60 words still leaves with the answer. Second, no page states a timeline, an outcome or a price as a promise; conditions are stated as conditions. Third, where a term is contaminated by a different industry or a different product, the page says so before it says anything else, because sending the wrong reader deeper is worse than losing them.

The standards themselves, including how sources are chosen and what we will not publish, are set out on the editorial standards page. If you would rather skip the reading and describe the situation, tell us about the listing and the raise, or check the eligibility test first.

Insights: frequently asked questions

Which page should a CFO read first?

Capital raising for listed companies, if the question is which route to take. Dilution and conversion mechanics, if a term sheet is already on the desk and the question is what it does to the share count. Death spiral financing, if a board member has used the phrase and nobody in the room can define it precisely. Short selling around an offering, if a pricing date is set and nobody has asked whether Rule 105 applies.

Do these pages give advice?

No. They describe how structures work and what conditions attach to them. Nothing here is investment, legal or tax advice, nothing here is an offer or a solicitation, and no recommendation is made about the suitability of any structure for any issuer. Securities law questions belong with qualified counsel in the listing jurisdiction.

Why are there no case studies?

Because a case study is a claim about past transactions, and this site publishes capability and process rather than history. Where a number is needed to make a mechanism clear, it is an explicitly illustrative worked example built from round numbers, not a description of a real deal or a real counterparty.

How often is this material reviewed?

Each page carries a published date and a last-reviewed date, and the rules it relies on are linked to their primary sources so a reader can check the current position directly. Listing rules and securities regulations move, sometimes quickly, so the dates on the page matter as much as the text.