US IPO Pipeline SEC S-1 Filings — September 18, 2026

18-09-2026

Glucotrack, Inc. filed an S-1 registration statement on September 17, 2026, following a business combination with Lokahi Therapeutics, Inc. The company recently regained Nasdaq compliance with the Equity Rule after falling below the $2.5 million minimum stockholders' equity requirement, and implemented a 1-for-15 reverse stock split on August 28, 2026 to address bid price compliance. However, the company still faces significant risks including potential delisting if it fails to maintain a closing bid price above $1.00 through November 9, 2026, and its ability to remain a going concern is uncertain.

• · The S-1 registration statement was filed on September 17, 2026, with a prospectus date of 2026.
• · The business combination with Lokahi Therapeutics closed on July 14, 2026.
• · The company regained compliance with the Equity Rule on August 14, 2026, subject to conditions including holding an annual meeting and obtaining stockholder approval for a reverse stock split by August 18, 2026.
• · The reverse stock split was implemented on August 28, 2026 at 4:30 p.m. Eastern Time.
• · The company must maintain a closing bid price at or above $1.00 for each trading day until November 9, 2026.
• · The offering involves a high degree of risk as stated in the prospectus.

18-09-2026

Kensington Capital Acquisition Corp. VI filed an S-4 registration statement on September 18, 2026, in connection with its proposed business combination with Nth Cycle, Inc. The SPAC intends to redomicile from the Cayman Islands to Delaware and rename itself 'Nth Cycle Holdings, Inc.' The filing includes financial data for periods up to June 30, 2026, but does not disclose specific transaction values or operating metrics for the target company.

• · The filing is an S-4 registration statement filed on September 17, 2026.
• · The company is a non-accelerated filer, smaller reporting company, and emerging growth company.
• · The business combination involves a change of jurisdiction from Cayman Islands to Delaware.
• · The post-combination entity will be named Nth Cycle Holdings, Inc.
• · The filing includes financial data for periods up to June 30, 2026.
• · The company has public warrants and private placement warrants outstanding.
• · The sponsor holds Class B common shares and private placement warrants.
• · The company has assets held in trust as of December 31, 2025 and June 30, 2026.

18-09-2026

VME Companies, Inc. filed an S-1 registration statement with the SEC on September 17, 2026, for an initial public offering. The filing discloses that the company will be a 'controlled company' under Nasdaq rules, with a majority of voting power held by a single stockholder after the offering, allowing it to exempt itself from certain independent director and committee requirements. The filing also details significant litigation exposure, including a $5.4 million judgment against a subsidiary, a $11.5 million contingent payment obligation, and pending claims of approximately $26.5 million, creating a net potential exposure of about $17 million.

• · The company intends to rely on exemptions from Nasdaq rules requiring a majority independent board, an entirely independent compensation committee, and director nominees selected solely by independent directors.
• · The seawater treatment plant project settlement requires payments and vendor releases to be completed by the end of 2026, with no accrual recorded due to contingent nature and remaining performance conditions.
• · VME AP is appealing the $5.4 million judgment in Singapore.
• · The company faces risks from potential loss of tax disputes, which could materially increase taxes on worldwide earnings.
• · The filing notes that the company is an emerging growth company and a smaller reporting company, with reduced disclosure obligations regarding executive compensation.

18-09-2026

Fold Holdings, Inc. filed an S-1 registration statement with the SEC on September 18, 2026, covering the resale of up to 51,229,508 shares of common stock by Roth Principal Investments, which has committed to purchase up to $25,000,000 of shares over a 36-month period. The company will not receive proceeds from the resale but may receive up to $25,000,000 in gross proceeds from sales to Roth, which could cause dilution to existing stockholders. The offering involves a conflict of interest as Roth Principal Investments is an affiliate of Roth Capital Partners, the executing broker, and the company's common stock is listed on Nasdaq under the symbol 'FLD.'

• · The Purchase Agreement was entered into on September 4, 2026, with a 36-month commitment period.
• · The maximum number of shares that could be sold to Roth Principal Investments is approximately 51,229,508 shares, based on the purchase price formula.
• · Roth Principal Investments is an affiliate of Roth Capital Partners, creating a conflict of interest under FINRA Rule 5121.
• · Sales to Roth Principal Investments may cause substantial dilution to existing stockholders and could negatively impact the stock price.
• · The company may need additional capital beyond the $25,000,000 commitment, potentially requiring equity or debt financing.
• · The company is authorized to issue 20,000,000 shares of preferred stock with a par value of $0.0001 per share.

18-09-2026

SmartKem, Inc. filed an S-1 registration statement with the SEC on September 18, 2026, for a proposed public offering of securities. The filing incorporates a Business Combination Agreement dated August 3, 2026, with Ferrox Critical Minerals, Ltd. and SMTK Merger Sub Inc., indicating a planned merger. The registration statement includes consents from independent accounting firms Marcum LLP and CBIZ CPAs P.C., and a power of attorney designating CFO Barbra C. Keck as attorney-in-fact. No financial figures or offering details are disclosed in this excerpt.

• · The S-1 filing was made on September 18, 2026, with a prior filing on July 21, 2026.
• · A Business Combination Agreement was signed on August 3, 2026, with Ferrox Critical Minerals, Ltd. and SMTK Merger Sub Inc.
• · Consents from independent registered public accounting firms Marcum LLP (PCAOB ID #688) and CBIZ CPAs P.C. (PCAOB ID #199) are included.
• · Barbra C. Keck is appointed as attorney-in-fact for amendments to the registration statement.
• · The filing includes standard undertakings for post-effective amendments and liability provisions under the Securities Act of 1933.

18-09-2026

TRex Bio, Inc. filed an S-1 registration statement on September 18, 2026, for its initial public offering of common stock to be listed on Nasdaq under the symbol 'TRXB'. The company is a clinical-stage biopharmaceutical firm focused on tissue Treg biology for autoimmune and inflammatory diseases, with lead candidates TRB-061 (Phase 1a/b) and TRB-071 (IND-enabling). Eli Lilly has indicated a non-binding interest to purchase shares up to 19.9% of post-IPO outstanding stock, though the offering price and number of shares remain undisclosed.

• · TRexBio is an emerging growth company and smaller reporting company, electing reduced reporting requirements.
• · The company expects to announce topline Phase 1b data for TRB-061 in moderate-to-severe atopic dermatitis in mid-2027.
• · TRB-071 is expected to enter Phase 1 trial in first half of 2027, subject to regulatory allowance.
• · The underwriters have a 30-day option to purchase additional shares from the company.
• · No public market currently exists for the shares; listing on Nasdaq Global Select Market is contingent on offering completion.

18-09-2026

Retension Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company developing RTN-001, a next-generation PDE-5 inhibitor for hypertension and cardiovascular diseases, has filed an S-1 registration statement with the SEC for its initial public offering of common stock. The company is an emerging growth company and smaller reporting company, and has identified a material weakness in internal control over financial reporting, including a restatement of its fiscal year 2025 financial statements. No public market currently exists for its shares, and the offering is subject to completion.

• · The company has restated its consolidated financial statements for the fiscal year ended December 31, 2025, to correct an error.
• · A material weakness in internal control over financial reporting has been identified.
• · The company has elected to comply with reduced reporting requirements as an emerging growth company and smaller reporting company.
• · The underwriters have a 30-day option to purchase additional shares at the initial public offering price less underwriting discounts.
• · The company's principal executive offices are located at 1104 West Broad Street #1029, Falls Church, Virginia 22046.

18-09-2026

Greenwave Technology Solutions, Inc. filed an S-1 registration statement on September 18, 2026, for a proposed IPO. The filing includes financial data for fiscal years 2024 and 2025, as well as interim periods in 2025 and 2026. The company has a significant accumulated deficit and relies on a small number of customers for a large portion of its revenue.

• · The filing includes balance sheet data as of December 31, 2024, December 31, 2025, and June 30, 2026.
• · Income statement data is provided for the fiscal years ended December 31, 2024 and 2025, and for the three and six months ended June 30, 2025 and 2026.
• · The company has identified up to seven significant customers (Customer One through Customer Seven) for accounts receivable and revenue concentration.
• · No single supplier accounted for a significant portion of accounts payable or cost of goods sold.
• · The company has various classes of stock including Series A1 Preferred Stock, Series D Preferred Stock, and Common Stock.
• · The filing includes details on convertible debt securities, employee stock options, and warrants.
• · Intangible assets include licenses, customer lists, and intellectual property.

18-09-2026

BioStem Technologies, Inc. filed an S-1 registration statement with the SEC on September 18, 2026, for a proposed initial public offering. The filing includes financial statements for the six months ended June 30, 2026, and the years ended December 31, 2025 and 2024, showing a net loss of $1.6 million for the first half of 2026, compared to a net loss of $1.2 million in the same period of 2025. The company has significant accumulated deficits and going concern uncertainties, with revenue growth in 2025 but continued losses.

• · The company has no revenue for the six months ended June 30, 2026 and 2025.
• · The company has an accumulated deficit and has incurred losses since inception, raising substantial doubt about its ability to continue as a going concern.
• · The company has a concentration of revenue from one customer for the years ended December 31, 2025 and 2024.
• · The company has outstanding Series A-1 and Series B-1 convertible preferred shares, common stock, and warrants.
• · The company entered into a bridge loan agreement in 2018 and has notes payable outstanding as of December 31, 2025 and 2024.
• · The company has operating leases for additional office space, with lease terms extending through May 2027.
• · The company granted stock options and restricted stock units under the 2022 Equity Incentive Plan.
• · The company has property and equipment including land, buildings, machinery, and equipment, with depreciation methods and useful lives disclosed.
• · The company has a concentration of credit risk related to accounts receivable from one customer.
• · The company has unrecognized tax benefits and a valuation allowance due to Section 382 limitations.

18-09-2026

Lakewood-Amedex Biotherapeutics Inc. filed an S-1 registration statement with the SEC on September 18, 2026, for an initial public offering. The company, a pharmaceutical preparations firm focused on biotherapeutics, reported a net loss of $5.2 million for the six months ended June 30, 2026, compared to a net loss of $4.1 million in the same period of 2025, reflecting a 26.8% increase in losses. As of June 30, 2026, the company had an accumulated deficit of $68.5 million and no revenue, highlighting its pre-revenue stage and ongoing cash burn.

• · The company has no revenue and is in the pre-revenue stage.
• · As of June 30, 2026, the company had an accumulated deficit of $68.5 million.
• · The filing includes financial data for the six months ended June 30, 2026 and 2025, as well as full years 2025 and 2024.
• · The company's common stock is proposed to be listed on the Nasdaq Capital Market under the ticker LABT.

18-09-2026

Nscale Limited, an England and Wales private company and ultimate holding company of Arkon Energy, filed a Form S-1 with the SEC on September 18, 2026, for an initial public offering of ordinary shares. The company plans to list on the NYSE under the symbol 'NSCL' and will re-register as Nscale plc prior to the offering. The filing includes audited consolidated financial statements and details a corporate reorganization consummated in May 2026, but the offering size, price range, and other financial terms are not yet disclosed in the preliminary prospectus.

• · The corporate reorganization was consummated on May 4, 2026 and May 5, 2026, making Nscale Limited the ultimate holding company of Arkon Energy.
• · The company intends to apply to list on the NYSE under the symbol 'NSCL'.
• · The company will re-register as a public limited company and change its legal name to Nscale plc prior to the offering.
• · The underwriters have a 30-day option to purchase additional ordinary shares at the initial public offering price, less underwriting discounts and commissions.
• · The company qualifies as an emerging growth company and has elected not to use the extended transition period for complying with new or revised financial accounting standards.
• · The offering is a preliminary prospectus subject to completion, and no securities may be sold until the registration statement is declared effective by the SEC.