Parabolic Technologies closes roughly $13.5M offering
Warrant resets increase shares issuable, with reset-related entitlements retained even after holders have exercised in full.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Parabolic Technologies, Inc. (PARA) closed a public offering with approximately $13.5 million in gross proceeds and received approximately $5.512 million in net proceeds after offering expenses, including underwriting discounts and commissions. The offering comprised 4,963,235 units or pre-funded units, each with one Class A common share or pre-funded warrant and two common warrants; the common-unit price was $2.72. The company said it intends to use net proceeds for working capital, general corporate purposes and repayment of indebtedness.
Each common warrant initially has a $6.80 exercise price and is immediately exercisable, with a five-year term from initial issuance. Warrant exercise prices can reset on the fifth and tenth trading days after issuance to the lower of the current exercise price and 80% of the lowest volume weighted average price in the applicable measurement period, subject to floors; resets increase shares issuable. Holders may instead elect to receive 90% of shares otherwise issuable on cash exercise for no additional cash. On November 5, 2026, the underwriter exercised its option for 360,000 additional warrants.
Positive
- None.
Negative
- Minor point. Forward-looking: it has not happened yet and may not happen.Warrant strike may reset to 80% of lowest VWAP, subject to floors.
- Minor point. Forward-looking: it has not happened yet and may not happen.Zero-exercise option permits 90% of cash-exercise shares without additional cash.
Filing Explained
Beyond the completed offering, the underwriter’s 45-day option covered up to 744,485 additional shares and 1,488,970 warrants; the filing records exercise for 360,000 warrants on November 5, which could later be exercised for shares.
8-K Event Classification
Key Figures
Key Terms
Pre-Funded Warrant financial
over-allotment option financial
volume weighted average price financial
zero exercise price option financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much did PARA's offering raise, and how will it use the proceeds?
What are the warrant reset terms for PARA's offering?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 4, 2026, Parabolic Technologies, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp. (“Aegis” or the “Underwriter”), relating to the Company’s public offering (the “Offering”) of $13,500,000 of securities, including (i) 4,963,235 units (each, a “Unit,” and, collectively, the “Units”), with each Unit consisting of (a) one share (each, a “Share,” and collectively, the “Shares”) of Class A common stock, par value $0.0001 per share (the “Common Stock”), or one pre-funded warrant to purchase one share of Common Stock in lieu thereof (each, a “Pre-Funded Warrant,” and, collectively, the “Pre-Funded Warrants”), (b) two warrants, each exercisable to purchase one share of Common Stock (each, a “Warrant,” and, collectively, the “Warrants”); (ii) up to 9,926,470 shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”); (iii) up to 4,963,235 shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (the “Pre-Funded Warrant Shares”); and (iv) additional shares of Common Stock sold in the offering (the “Option Shares”) and/or Warrants to purchase additional shares of Common Stock (the “Option Warrants,” together with the Option Shares, the “Option Securities,” which for purposes of this Report, includes all shares of Common Stock underlying such Option Securities) for which the Underwriter (as hereinafter defined) has been granted an over-allotment option, pursuant to the terms and provisions of the Underwriting Agreement.
The public offering price per Unit is $2.72 and the public offering price per Pre-Funded Unit is $2.71999, which is equal to the public offering price per Unit minus the exercise price of $0.00001 per Pre-Funded Warrant. The initial exercise price of each Warrant is $6.80 per Share, which is equal to 250% of the public offering price per Unit. The Warrants will be immediately exercisable and will expire on the fifth year after the initial date of issuance. The Company received net proceeds of approximately $5.512 million from the Offering, after deducting the Offering expenses payable by the Company, including the Underwriter’s discounts and commissions. The Company intends to use the net proceeds from the Offering for working capital and other general corporate purposes, and repayment of indebtedness.
In connection with the Offering, the Company revised a few immaterial provisions of the Warrants, the form of which were previously filed as exhibits to the Registration Statement (as hereinafter defined); the final form of the Warrants is attached hereto as Exhibit 4.1. The Warrants provide for downward exercise-price resets on the fifth and tenth trading days after issuance to the lower of the then-current exercise price and 80% of the lowest volume weighted average price during the applicable measurement period, subject to the floor prices specified in the Warrants. Each reset correspondingly increases the number of Warrant Shares issuable, and holders remain entitled to additional shares resulting from the resets even if they previously exercised their Warrants in full. Following issuance, holders may also elect a “zero exercise price option” to receive, for no additional cash, 90% of the shares otherwise issuable upon cash exercise, after applicable adjustments, whether or not an effective registration statement is available for issuance or resale of the Warrant Shares. This summary is qualified in its entirety by the form of Warrant filed as an exhibit to the Registration Statement.
Additionally, the Company granted the Underwriter a 45-day option to purchase up to 744,485 additional Shares (15.0% of the Common Shares included in the Units and the Pre-Funded Units sold in the Offering), at a price of $2.5024 per Share; and/or up to 1,488,970 additional Warrants to purchase an aggregate of an additional 1,488,970 Shares (15.0% of the Warrants included in the Units and Pre-Funded Units sold in the Offering) at a price of $0.00001 per Warrant. The Underwriter may exercise this option with respect to the Shares only, Warrants only or any combination thereof. On November 5, 2026, the Underwriter exercised its over-allotment option with respect to 360,000 Warrants.
The Units were offered and sold pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-299744), originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on October 30, 2026 (the “Registration Statement”). The Registration Statement was declared effective by the Commission on November 3, 2026. The closing of the Offering took place on November 5, 2026. A final prospectus describing the terms of the offering was filed with the Commission on November 5, 2026, and is available on the Commission’s website located at http://www.sec.gov.
The Underwriting Agreement includes customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of the Underwriting Agreement and as of the specific applicable dates contained in the Underwriting Agreement, were solely for the benefit of the parties to the Underwriting Agreement and were subject to limitations agreed upon by the contracting parties.
The Underwriting Agreement is filed as Exhibit 1.1 to this report and is incorporated herein by reference. The foregoing is only a brief description of the terms of the Underwriting Agreement and the Warrants and does not purport to be a complete statement of the rights and obligations of the parties thereto and the transactions contemplated thereby, and is qualified in its entirety by reference to the full text of such exhibits.
A copy of the legal opinion of Hunter, Taubman, Fischer & Li LLC, relating to the validity of the issuance and sale of the shares of Common Stock in the Offering, is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
| Item 7.01 | Regulation FD Disclosure. |
On November 5, 2026, the Company issued a press release announcing the Offering, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On November 4, 2026, the Company issued a press release announcing the pricing of the Offering, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
Certain statements contained in this filing may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the transactions contemplated by the Underwriting Agreement. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and Parabolic undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. Parabolic may be adversely affected by other economic, business, and/or competitive factors. Additional factors that may affect the future results of Parabolic are set forth in its filings with the SEC, including Parabolic’s most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov, specifically under the heading “Risk Factors.” The risks and uncertainties described above and in Parabolic’s filings with the SEC are not exclusive. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement | |
| 4.1 | Form of Warrant | |
| 5.1 | Opinion of Hunter Taubman Fischer & Li LLC | |
| 99.1 | Press Release dated November 5, 2026 | |
| 99.2 | Press Release, dated November 4, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 5, 2026
| PARABOLIC TECHNOLOGIES, INC. | ||
| By: | /s/ Joseph Davy | |
| Joseph Davy | ||
| Chief Executive Officer | ||
Exhibit 99.1
Parabolic Technologies, Inc. Announces Closing of $13.5 Million Underwritten Public Offering
SEATTLE, WA – November 5, 2026 (GLOBE NEWSWIRE) — Parabolic Technologies, Inc. (Nasdaq: PARA) (the “Company”), a leading AI-powered agentic applications technology company, today announced the closing of its previously announced firm commitment underwritten public offering. Gross proceeds to the Company were approximately $13.5 million, before deducting underwriting fees and other offering expenses payable by the Company. The offering closed on November 5, 2026.
The offering consisted of 4,963,235 Common Units (or Pre-Funded Units), each consisting of (i) one (1) share of Class A Common Stock or one (1) Pre-Funded Warrant and (ii) two (2) Common Warrants to purchase one (1) share of Common Stock per warrant at an exercise price of $6.80 per share. The public offering price per Common Unit was $2.72 (or $2.71999 for each Pre-Funded Unit, which is equal to the public offering price per Common Unit sold in the offering minus an exercise price of $0.00001 per Pre-Funded Warrant). The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Unit sold in the offering, the number of Common Units in the offering will be decreased on a one-for-one basis. The initial exercise price of each Common Warrant is $6.80 per share of Common Stock or pursuant to an alternative cashless exercise option.
Solely to cover over-allotments, if any, the Company has granted Aegis Capital Corp. (“Aegis”) a 45-day option to purchase (i) additional shares of Common Stock of up to 15.0% of the number of Common Units sold in the offering and/or (ii) additional Common Warrants of up to 30.0% of the number of Common Units sold in the offering. The purchase price to be paid per additional share of Common Stock will be equal to the public offering price of one Common Unit (less $0.00001 allocated to each full warrant), less the underwriting discount. The purchase price to be paid per additional Common Warrant will be $0.00001.
Aegis Capital Corp. acted as the sole book-running manager for the offering. Hunter Taubman Fischer & Li LLC acted as counsel to the Company. Kaufman & Canoles, P.C. acted as counsel to Aegis Capital Corp.
A registration statement on Form S-1 (No. 333-299744) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 30, 2026, was declared effective by the SEC on November 3, 2026, and a related registration statement on Form S-1MEF (File No. 333-299848) was filed pursuant to Rule 462(b) under the Securities Act of 1933, which became effective immediately upon filing on November 5, 2026. The offering was made only by means of a prospectus. A final prospectus describing the terms of the offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Electronic copies of the final prospectus may be obtained, when available, by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212) 813-1010. Before investing in this offering, interested parties should read the prospectus in its entirety, which provides more information about the Company and the offering.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Parabolic Technologies, Inc.
Parabolic builds agentic applications that power the future of business. We believe that the future of enterprise software will be agentic applications that are net-beneficiaries of AI transformation, and we focus on building, acquiring, and investing in those and related businesses. We have over 150,000 customers including Amazon, Dell, Salesforce, Aflac, Thermo Fisher Scientific, RBC Wealth Management, and Fitch Group. Learn more at www.parabolic.io. For investors, please visit ir.banzai.io.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often use words such as “believe,” “may,” “will,” “estimate,” “target,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “propose,” “plan,” “project,” “forecast,” “predict,” “potential,” “seek,” “future,” “outlook,” and similar variations and expressions. Forward-looking statements are those that do not relate strictly to historical or current facts. Examples of forward-looking statements may include, among others, statements regarding Parabolic Technologies, Inc.’s (the “Company’s”): future financial, business and operating performance and goals; annualized recurring revenue and customer retention; ongoing, future or ability to maintain or improve its financial position, cash flows, and liquidity and its expected financial needs; potential financing and ability to obtain financing; acquisition strategy and proposed acquisitions and, if completed, their potential success and financial contributions; strategy and strategic goals, including being able to capitalize on opportunities; expectations relating to the Company’s industry, outlook and market trends; total addressable market and serviceable addressable market and related projections; plans, strategies and expectations for retaining existing or acquiring new customers, increasing revenue and executing growth initiatives; and product areas of focus and additional products that may be sold in the future. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Forward-looking statements are not guarantees of future performance, and our actual results of operations, financial condition and liquidity and development of the industry in which the Company operates may differ materially from those made in or suggested by the forward-looking statements. Therefore, investors should not rely on any of these forward-looking statements. Factors that may cause actual results to differ materially include changes in the markets in which the Company operates, customer demand, the financial markets, economic, business and regulatory and other factors, such as the Company’s ability to execute on its strategy. More detailed information about risk factors can be found in the Company’s Annual Report on Form 10-K and the Company’s Quarterly Reports on Form 10-Q under the heading “Risk Factors,” and in other reports filed by the Company, including reports on Form 8-K. The Company does not undertake any duty to update forward-looking statements after the date of this press release.
Investor Relations
Dean Ditto
Chief Financial Officer
206 414-1777
ir.banzai.io
Media
Paul Witkowski
Senior Director Financial Reporting
media@parabolic.io
Exhibit 99.2
Parabolic Technologies, Inc. Announces Pricing of $13.5 Million Underwritten Public Offering
SEATTLE, WA – November 4, 2026 (GLOBE NEWSWIRE) — Parabolic Technologies, Inc. (Nasdaq: PARA) (the “Company”), a leading AI-powered agentic applications technology company, today announced the pricing of a firm commitment underwritten public offering with gross proceeds to the Company expected to be approximately $13.5 million, before deducting underwriting fees and other offering expenses payable by the Company.
The offering consists of 4,963,235 Common Units (or Pre-Funded Units), each consisting of (i) one (1) share of Class A Common Stock or one (1) Pre-Funded Warrant and (ii) two (2) Common Warrants to purchase one (1) share of Common Stock per warrant at an exercise price of $6.80. The public offering price per Common Unit is $2.72 (or $2.71999 for each Pre-Funded Unit, which is equal to the public offering price per Common Unit to be sold in the offering minus an exercise price of $0.00001 per Pre-Funded Warrant). The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Unit sold in the offering, the number of Common Units in the offering will be decreased on a one-for-one basis. The initial exercise price of each Common Warrant is $6.80 per share of Common Stock or pursuant to an alternative cashless exercise option.
Solely to cover over-allotments, if any, the Company has granted Aegis Capital Corp. (“Aegis”) a 45-day option to purchase (i) additional shares of Common Stock of up to 15.0% of the number of Common Units sold in the offering and/or (ii) additional Common Warrants of up to 30.0% of the number of Common Units sold in the offering. The purchase price to be paid per additional share of Common Stock will be equal to the public offering price of one Common Unit (less $0.00001 allocated to each full warrant), less the underwriting discount. The purchase price to be paid per additional Common Warrant will be $0.00001.
Aggregate gross proceeds to the Company are expected to be approximately $13.5 million. The transaction is expected to close on or about November 5, 2026, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering, together with its existing cash, for general corporate purposes, working capital and the repayment of certain outstanding indebtedness.
Aegis Capital Corp. is acting as the sole book-running manager for the offering. Hunter Taubman Fischer & Li LLC is acting as counsel to the Company. Kaufman & Canoles, P.C. is acting as counsel to Aegis Capital Corp.
A registration statement on Form S-1 (No. 333-299744) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 30, 2026, was declared effective by the SEC on November 3, 2026. The offering is being made only by means of a prospectus. A final prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Electronic copies of the final prospectus may be obtained, when available, by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212) 813-1010. Before investing in this offering, interested parties should read the prospectus in its entirety, which provides more information about the Company and such offering.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Parabolic Technologies, Inc.
Parabolic builds agentic applications that power the future of business. We believe that the future of enterprise software will be agentic applications that are net-beneficiaries of AI transformation, and we focus on building, acquiring, and investing in those and related businesses. We have over 150,000 customers including Amazon, Dell, Salesforce, Aflac, Thermo Fisher Scientific, RBC Wealth Management, and Fitch Group. Learn more at www.parabolic.io. For investors, please visit ir.banzai.io.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often use words such as “believe,” “may,” “will,” “estimate,” “target,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “propose,” “plan,” “project,” “forecast,” “predict,” “potential,” “seek,” “future,” “outlook,” and similar variations and expressions. Forward-looking statements are those that do not relate strictly to historical or current facts. Examples of forward-looking statements may include, among others, statements regarding Parabolic Technologies, Inc.’s (the “Company’s”): future financial, business and operating performance and goals; annualized recurring revenue and customer retention; ongoing, future or ability to maintain or improve its financial position, cash flows, and liquidity and its expected financial needs; potential financing and ability to obtain financing; acquisition strategy and proposed acquisitions and, if completed, their potential success and financial contributions; strategy and strategic goals, including being able to capitalize on opportunities; expectations relating to the Company’s industry, outlook and market trends; total addressable market and serviceable addressable market and related projections; plans, strategies and expectations for retaining existing or acquiring new customers, increasing revenue and executing growth initiatives; and product areas of focus and additional products that may be sold in the future. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Forward-looking statements are not guarantees of future performance, and our actual results of operations, financial condition and liquidity and development of the industry in which the Company operates may differ materially from those made in or suggested by the forward-looking statements. Therefore, investors should not rely on any of these forward-looking statements. Factors that may cause actual results to differ materially include changes in the markets in which the Company operates, customer demand, the financial markets, economic, business and regulatory and other factors, such as the Company’s ability to execute on its strategy. More detailed information about risk factors can be found in the Company’s Annual Report on Form 10-K and the Company’s Quarterly Reports on Form 10-Q under the heading “Risk Factors,” and in other reports filed by the Company, including reports on Form 8-K. The Company does not undertake any duty to update forward-looking statements after the date of this press release.
Investor Relations
Dean Ditto
Chief Financial Officer
206 414-1777
ir.banzai.io
Media
Paul Witkowski
Senior Director Financial Reporting
media@parabolic.io