First Breach files $15.6M in convertible notes ahead of Nasdaq IPO
What's the deal? First Breach has issued senior secured convertible notes totalling roughly $15,615,385 in principal, netting $10,150,000 in cash proceeds after a 35% original issue discount. The company updated its IPO prospectus on August 28, 2026, to reflect the financing ahead of its planned Nasdaq listing under the ticker FBDT.
How it works: The notes convert into common stock at $8.00 per share. An April 24, 2026 transaction included warrants to buy 507,500 common shares at $8.00 each; a follow-on deal agreed on May 21, 2026 added about $7,692,308 in principal for $5,000,000 in cash but carried no warrants.
Why now? First Breach revised its prospectus to give prospective investors quarterly data and detail on conversion terms, warrants, and secured interests before the offering. Neither issuance involved underwriters, commissions, or a public offering.
The fine print: Both transactions were exempt from registration under the Securities Act, relying on Section 4(2), Regulation D, Regulation S, or Rule 701, as applicable. Recipients confirmed they bought the securities for investment, not distribution.
The signal: At roughly $15.6 million, the raise sits in the 95th percentile of all US convertible rounds tracked across a sample of 4,124 deals. Using convertible notes rather than priced equity lets First Breach secure capital now and defer valuation questions to its IPO.
Read more: kalkinemedia.com
Image credit: serge.zykov
