US IPO Pipeline SEC S-1 Filings — October 09, 2026

09-10-2026

Simwon America Corp. (Sunnyvale/Lathrop, CA; SIC 3711 Motor Vehicles & Passenger Car Bodies) filed a Form S-1 registration statement on October 9, 2026 for an IPO of 2,500,000 shares of common stock at an assumed midpoint price of US$20.00, targeting a US$50,000,000 gross offering: 1,500,000 shares sold by the Company and 1,000,000 by selling stockholders. WallachBeth Capital LLC is the underwriter, the company has reserved the ticker "SWA" and intends to list on The Nasdaq Global Market, but Nasdaq has not yet approved the listing and closing is conditioned on that approval. The filer is an emerging growth company and a non-accelerated filer, and the filing is a preliminary (not yet effective) prospectus.

• · Offering is on a firm commitment basis; closing is conditioned on Nasdaq final approval of the listing application, which has not yet been granted
• · Company intends to list under ticker symbol "SWA" on The Nasdaq Global Market
• · Company has agreed to pay a 1.5% non-accountable expense allowance plus out-of-pocket expenses at closing
• · Underwriter will receive a warrant for shares equal to 5% of shares sold in the offering
• · Company is an emerging growth company under the JOBS Act and a non-accelerated filer; prospectus is preliminary and subject to completion
• · Filing lists Sunnyvale, CA as business address in EDGAR header but Lathrop, CA (400 D'Arcy Park Way) as principal executive office on the cover page

09-10-2026

GT Biopharma filed an S-1 registration statement on October 9, 2026 to register resale of shares underlying its September 2026 Series M preferred stock and warrant private placement, which carries an aggregate purchase price of $7,750,000 with a greenshoe option of up to $31,208,054. The company also disclosed a 1-for-25 reverse stock split effective September 8, 2026 that reduced common shares outstanding from 45,109,497 to 1,804,379, and regained Nasdaq minimum bid price compliance on September 22, 2026. The filing carries a going concern warning, with substantial doubt about the company's ability to continue operating, which is a significant negative for investors.

• · Resale registration statement for Series M shares and warrants must be filed within 30 days of September 14, 2026 and become effective within 60 days (90 days under full SEC review).
• · Series M preferred dividend rate steps up from 10% to 12% per annum after September 13, 2027.
• · Series L Greenshoe exercise of 10,785 additional preferred shares has already occurred, with vesting of associated warrants.
• · Company was on Nasdaq deficiency notice from November 20, 2025, received a 180-day extension to November 16, 2026, and regained compliance September 22, 2026.
• · Management warns there is no assurance the company will maintain Nasdaq minimum bid price compliance.
• · Auditor's report on FY2025 financials includes a going concern explanatory paragraph.

08-10-2026

Cyabra, Inc. (formerly Trailblazer Holdings, Inc., ticker CYAB; Tel Aviv, Israel) filed a Form S-1 registration statement with the SEC on October 8, 2026 (SEC File No. 333-299356) in connection with a public offering. The filing covers the period ended June 30, 2026 and discloses ongoing reliance on bridge loans, promissory notes, convertible notes, and preferred stock financings, indicating a capital-raising need. Balanced view: the company reports a single reportable segment and multiple operating expense lines, but the excerpt provided does not disclose revenue growth or profitability figures.

• · Registration statement filed under the Securities Act of 1933; SEC File No. 333-299356.
• · Company name changed from Trailblazer Holdings, Inc. (name change dated July 31, 2024) to Cyabra, Inc.
• · Fiscal year ends December 31; filing includes interim financial data through June 30, 2026.
• · Subsequent-event disclosures reference promissory notes with Alpha Capital Anstalt (January to March 2026), a bridge loan from a bank (January to March 2026, with a further reference dated July 28, 2026), and a conversion agreement tied to Series A, B, and C preferred stock.
• · Warrant-related disclosures include Series A and Series B common warrants and pre-funded warrants issued under purchase agreements.
• · Underwriter arrangements referenced with Ladenburg Thalmann and LifeSci Capital LLC, dated October 28, 2025 and June 29, 2026.
• · Company operates in the Services-Prepackaged Software sector (SIC 7372) and reports a single reportable segment.
• · Excerpt is truncated XBRL-tagged content; specific dollar amounts, revenue, net loss, and share counts could not be reliably extracted from the provided text.

09-10-2026

Aspen Neuroscience, Inc. filed a Form S-1 registration statement with the SEC on October 9, 2026, initiating an initial public offering of common stock on Nasdaq. The excerpt provided contains risk factors on internal control over financial reporting, securities class action exposure, forward-looking statements, and the use of proceeds, but the offering size, price range, and net proceeds are left blank (placeholder amounts) and no historical financial results are included in this excerpt. The company identifies its lead candidate as sasineprocel, a cell-based therapy in development for Parkinson's disease (PD), with a Phase 1/2a ASPIRO trial ongoing and a Phase 3 trial planned.

• · Net proceeds, offering size, and assumed IPO price per share are left blank in the filing excerpt and must be obtained from the full prospectus or a later amendment.
• · Proceeds are earmarked for continuing the ASPIRO Phase 1/2a trial, initiating a Phase 3 trial of sasineprocel (potentially before ASPIRO completes), funding microglia programs, and general working capital.
• · Company intends to pursue Phase 3 trials for sasineprocel in both sporadic and genetic Parkinson's disease, and potentially extend it to genetic PD.
• · Company is an emerging growth company, so auditor attestation on internal control over financial reporting is deferred, and it discloses a risk of future material weaknesses.
• · Company flags elevated securities class action risk given stock volatility common in biotechnology and biopharmaceutical issuers.
• · Company has no current commitments to in-license, acquire, or invest in complementary businesses, though it may do so with proceeds.

09-10-2026

Vireo Growth Inc. (VREOF) filed a Form S-4 registration statement and proxy statement/prospectus on October 9, 2026 for its proposed merger with Planet 13 Holdings Inc. under the Agreement and Plan of Merger dated July 26, 2026. Under the merger, Supernova Merger Sub Inc. will merge into Planet 13, and each Planet 13 share will convert into 0.015383618 Vireo Growth subordinate voting shares. The Planet 13 special committee and board unanimously recommend the merger, and ATB Cormark Capital Markets delivered an oral fairness opinion to the Planet 13 special committee that the consideration is fair, from a financial point of view, to Unaffiliated Shareholders. The filing also notes Vireo Growth's recent non-cannabis expansion through the April 8, 2026 Hawthorne Gardening acquisition and the June 5, 2026 Agribusiness Holdings acquisition.

• · Vireo Growth's shares are listed on the CSE (VREO) and OTCQX (VREOF); Planet 13 trades on the CSE (PLTH) and OTCQX (PLNH).
• · Planet 13 restricted stock units, vested or unvested, will fully accelerate before the effective time and be settled in Planet 13 common stock, with no RSUs assumed by Vireo Growth.
• · Planet 13 warrants will become exercisable for Vireo Growth subordinate voting shares, with exercise prices adjusted by dividing the original price by the exchange ratio.
• · Vireo Growth may require Planet 13 to repay its Western Alliance Bank revolving loan and a related party note to VidaCann, LLC at closing, or remain responsible for the debt if Planet 13 cannot pay.
• · Planet 13 holders exercising dissenters' rights under NRS Section 92A are excluded from the exchange ratio conversion.
• · Planet 13 operates licenses in Nevada, Florida, and Illinois; Vireo Growth operates in ten states.

09-10-2026

Bambusa Therapeutics, Inc., a clinical-stage biopharmaceutical company founded March 14, 2024, filed an S-1 registration statement on October 9, 2026 in connection with a proposed public offering. The filing describes its lead bispecific antibodies BBT001 (IL-4Rα/IL-31, atopic dermatitis and chronic spontaneous urticaria) and BBT002 (IL-4Rα/IL-5, COPD and CRSwNP), both in clinical development, with two preclinical candidates (BBT003, BBT004) planned for clinic entry in 2026 and 2027. Preliminary topline 4-week proof-of-concept data for BBT001 in bio-naïve AD patients (17 evaluable patients, data cutoff June 8, 2026) were reported positive, but the company's pipeline remains early-stage with several readouts not expected until the first half of 2027 and the company's financial results are not presented in the excerpt provided.

• · BBT001 estimated half-life of 33 days and BBT002 estimated half-life of approximately 29 days in healthy volunteers, supporting potential quarterly maintenance dosing
• · BBT001 4-week bio-naïve AD results show statistically significant placebo-adjusted EASI reduction beginning Week 1, with no cases of conjunctivitis reported
• · Upcoming first-half 2027 readouts include 12-week bio-naïve AD, 12-week bio-experienced AD, 14-week CSU, 4-week COPD and 12-week CRSwNP data
• · Preclinical BBT003 (TL1A/IL-23p19 for IBD) targeted for clinic entry by end of 2026; BBT004 (dual B-cell depletion for AID) by end of 2027
• · Pivotal development path: Phase 2b AD Study with standard-of-care biologic active control, study start-up planned by end of 2026
• · Early-stage PoC data are based on small cohorts (17 patients) and the company acknowledges clinical development carries significant risk of delay or failure

09-10-2026

Patriot Mobile Inc., a Texas public benefit corporation, filed a Form S-1 registration statement with the SEC on October 9, 2026, signaling a planned initial public offering. The excerpt is limited to risk factors covering AI and third-party vendor risk, device subsidy and SIM-swap fraud, cybersecurity incident disclosure timing, catastrophic-event exposure (including tornado and hail risk at its Dallas-Fort Worth executive offices), and the constraints and uncertainties of public benefit corporation status. No financial results, offering size, or share price figures are included in this excerpt, so the filing's investor-facing financial metrics cannot be assessed from the provided text.

• · Company is organized as a Texas public benefit corporation and contributes a portion of gross profit annually to organizations supporting First Amendment, Second Amendment, pro-life, military veteran, first responder, and faith and family causes
• · Company uses third-party AI vendors across network operations, customer support, sales, marketing, and fraud detection, and discloses risks of data exposure and training-data use by vendors
• · Company offers subsidized or discounted wireless devices and has experienced device subsidy fraud and SIM-swap fraud; it incurs costs to comply with FCC SIM-swap authentication rules
• · Executive offices are located in the Dallas-Fort Worth metroplex, a tornado- and hail-sensitive area, and may not be fully covered by insurance
• · Company states it has not previously operated as a public company and expects substantial costs and management attention in transitioning to public company status

09-10-2026

Drilling Tools International Corp (DTI) filed an S-4 registration statement/proxy for its proposed acquisition, through its wholly owned Scottish subsidiary Casing Technologies Group Limited, of 100% of Saltire Energy Limited and Foxley Energy Limited under a Share Purchase Agreement dated October 8, 2026. Consideration is a mix of £60,289,856.60 in cash (approximately $81 million at $1.343 per £1.00) and 17,355,139 DTI common shares issued in exchange for rollover unsecured loan notes. Completion requires DTI stockholder approval of the share issuance under Nasdaq Listing Rule 5635(a), since the issuance exceeds 20% of outstanding common stock, plus ratification of prior director elections under DGCL Section 204.

• · Trustee Seller (Optimus Corporate Services Limited, as trustee of Cansco Limited Employee Trust 2007) receives its consideration entirely in cash; other Sellers receive a correspondingly greater share in DTI stock
• · Only the Cash Consideration is subject to adjustment under the SPA
• · Ratification Proposal covers 2024, 2025 and 2026 director elections held as one-year terms rather than the staggered three-year terms required by Article V, Section A of the Charter; Abstentions count as votes AGAINST this proposal
• · Completion is conditioned on the Share Issuance Proposal and Ratification Proposal (or a final, non-appealable Section 205 Delaware Court of Chancery order in lieu of ratification)
• · Share Issuance Proposal requires a majority of votes properly cast; Ratification Proposal requires a majority of shares present and entitled to vote on director elections
• · Adjournment Proposal is not a condition to completion of the Acquisition
• · Registration statement is preliminary (Registration No. 333-299403); record date, meeting date and prospectus mailing date remain bracketed

09-10-2026

BIO-key International filed an S-1 registration statement on October 9, 2026 to register the resale of 1,236,668 shares underlying new warrants issued to Armistice Capital Master Fund Ltd. in connection with an August 10, 2026 inducement offer. The inducement lowered the exercise price on existing warrants for 618,334 shares from $10.20 to $4.06, generating approximately $2.5 million in gross proceeds before fees, but the new warrants cannot be exercised until stockholder approval is obtained, and the company's most recent attempt to secure that approval at its September 3, 2026 Annual Meeting failed. The filing therefore reflects both a near-term capital-raising effort and meaningful dilution and execution risk.

• · The September 3, 2026 Annual Meeting stockholder vote on warrant exercise approval failed; the meeting was adjourned to October 2, 2026 and then to October 30, 2026
• · Stockholder meetings must be held within 120 days of August 10, 2026 and then every 90 days until approval is obtained, adding ongoing costs
• · Cashless exercise is available if no effective resale registration exists after the 90th day (or 180th if SEC reviews), reducing share count issued and eliminating cash proceeds
• · New Warrants have a five-year term from Stockholder Approval date and are not listed or traded on any exchange
• · Company is disclosing risks tied to prior late SEC and Nasdaq periodic filings, the potential loss of S-3 eligibility, and possible Nasdaq trading suspension
• · Filing references ongoing risks from Ukraine hostilities, tariffs on imports from China, Hong Kong and South Korea, and going-concern uncertainty

09-10-2026

SPECIFICITY, INC. (SPTY) filed a Form S-1 registration statement on October 9, 2026, with financial statement data covering the six months ended June 30, 2026, and comparative periods for 2025 and 2024. The filing's XBRL-tagged content consists largely of equity statement and debt instrument identifiers, with extensive reference to convertible debt agreements with multiple lenders (LGH Investments LLC, ClearThink Capital Partners LLC, Vanquish Funding Group Inc., and Labrys Fund II L.P.), Series A and Series B preferred stock, detachable warrants, and a revenue purchase agreement. The extracted content does not include the narrative text, offering size, or per-period revenue and earnings figures needed for a full assessment, so the financial picture cannot be fully characterized from this excerpt.

• · Convertible debt agreements are outstanding with LGH Investments LLC (agreements dated April 2023, February 2024, and October 2025), ClearThink Capital Partners LLC (agreements dated September 2025, October 2025, November 2025, and March 2026), Vanquish Funding Group Inc. (agreements dated December 2025 and June 2026), and Labrys Fund II L.P. (agreement dated January 2026).
• · Series B Preferred Stock references include CRO and CRO's Son as related holders, with balances tracked at December 31, 2025 and June 30, 2026.
• · Customer concentration disclosures reference a single customer (OneCustomerMember) for the six months ended June 30, 2026 and 2025, and a geographic concentration disclosure for revenue outside the United States and in Europe.
• · A subsequent event period from July 1 to July 14, 2026 is referenced, including a Labrys Fund II convertible debt agreement.
• · A revenue purchase agreement dated March 2024 is referenced alongside balances at December 31, 2025 and June 30, 2026.
• · Detachable warrants were issued in September 2021 and April 2023 with stated minimum and maximum ranges, indicating ongoing dilution exposure.
• · The filing references stock compensation expense categories for employees and consultants across 2025 and 2026 interim periods.

09-10-2026

Texas Ventures Acquisition III Corp, a Cayman Islands SPAC, filed a Form S-4 registration statement on October 9, 2026 in connection with a proposed business combination with Plus Automation, Inc. (Santa Clara, CA), an autonomous trucking technology company. The filing is a preliminary registration statement; the excerpt provided contains primarily SPAC financial statement notes, redemption scenarios (0%, 25%, 50%, 100% redemption cases tied to a September 22, 2026 date), and warrant and founder share disclosures, with no complete transaction economics visible in the provided text.

• · Registrant is a Cayman Islands blank-check company with SIC code 6770 and principal offices in Mountainside, NJ
• · Target Plus Automation is headquartered in Santa Clara, CA
• · Pro forma redemption scenarios modeled at 0%, 25%, 50%, and 100% of maximum redemptions, dated September 22, 2026
• · SPAC IPO completed April 24, 2025, including an over-allotment option
• · Private placement warrants and founder share (Class B) arrangements disclosed, including sponsor and affiliate holdings
• · CEO advisory agreement disclosed with a related-party arrangement effective October 31, 2025