Filing Analysis
Airship AI Holdings, Inc. announced its financial and operational results for the first quarter ended March 31, 2026. The results were disclosed via a press release furnished as an exhibit to the filing.
📋 Key Facts
- The filing reports results for the quarterly period ended March 31, 2026.
- The announcement was made on May 11, 2026.
- The company furnished the information under Item 2.02 (Results of Operations and Financial Condition) and Item 7.01 (Regulation FD Disclosure).
- A press release dated May 11, 2026, was included as Exhibit 99.1.
Airship AI Holdings, Inc. filed an 8-K to furnish its quarterly financial and operational results for the period ended December 31, 2025. The filing serves as a formal announcement of earnings via a press release.
📋 Key Facts
- Reported date: February 17, 2026
- Reporting period: Quarterly period ended December 31, 2025
- The company is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
- Results were released via press release (Exhibit 99.1).
Airship AI Holdings, Inc. reported the results of its 2025 Annual Meeting of Stockholders held on December 11, 2025. The meeting resulted in the re-election of five directors and the ratification of BPM, LLP as independent auditors.
📋 Key Facts
- Annual Meeting held on December 11, 2025; quorum was present with 69.4% of shares represented (23,734,736 shares).
- All five director nominees (Victor Huang, Derek Xu, Peeyush Ranjan, Louis Lebedin, and Amit Mital) were re-elected to the Board.
- Stockholders ratified the appointment of BPM, LLP as the independent registered public accounting firm for fiscal year 2025.
- Stockholders approved an amendment to the 2023 Amended and Restated Equity Incentive Plan to increase authorized shares by 2,000,000.
Airship AI Holdings, Inc. has amended its Bylaws to significantly reduce the quorum requirement for stockholder meetings from a majority of outstanding shares to one-third (1/3). This change allows company business to be transacted with substantially less shareholder participation.
🚩 Red Flags
- Reduced quorum requirements can be used to push through controversial measures or management-friendly decisions with minimal shareholder oversight/participation.
📋 Key Facts
- Board approved amendment to Article II, Section 2.8 of the Bylaws on December 9, 2025.
- Quorum requirement reduced from a majority of shares issued and outstanding to one-third (1/3) of voting power.
- The amendment is effective immediately upon Board adoption.
- The Board authorized submission of this amendment for stockholder ratification at the next annual meeting if necessary.
Airship AI Holdings, Inc. filed an 8-K to furnish its quarterly financial and operational results for the period ended September 30, 2025. The filing serves as a formal announcement of the company's earnings release via Exhibit 99.1.
📋 Key Facts
- The filing reports on the quarterly period ended September 30, 2025.
- Financial and operational results were announced via press release on November 17, 2025.
- The company is an 'emerging growth company' as defined by the SEC.
- Information was furnished under Items 2.02 and 7.01, meaning it is not considered 'filed' for liability purposes under Section 18 of the Exchange Act.
Airship AI Holdings, Inc. has entered into a warrant exercise inducement offer to encourage holders of existing warrants to exercise them at $4.50 per share. In exchange, the company will issue new warrants with an exercise price of $6.20 per share.
🚩 Red Flags
- Significant potential dilution: The issuance of 2.7 million new warrants at a higher strike price ($6.20) represents substantial future dilution for existing shareholders.
- Warrant Inducement: Companies typically use these measures when they need immediate cash to fund operations, often signaling liquidity constraints.
📋 Key Facts
- Existing Warrants: 2,162,162 shares exercisable at $4.50 per share.
- Expected gross proceeds from exercise: approximately $9,729,729.
- Inducement Warrants: 2,702,702 new shares of common stock at an exercise price of $6.20 per share.
- The Inducement Warrants are immediately exercisable and have a term of five and one-half years.
- Proceeds to be used for working capital and general corporate purposes.
Airship AI Holdings, Inc. filed an 8-K to announce the adoption of updated charters for its Audit, Compensation, and Nominations and Corporate Governance Committees on July 31, 2025.
📋 Key Facts
- The Board of Directors adopted updated versions of the Audit Committee Charter, Compensation Committee Charter, and Nominations and Corporate Governance Committee Charter.
- The updates were part of a periodic review process initiated by the board.
- The effective date for these charter updates is July 31, 2025.
Airship AI Holdings, Inc. filed an 8-K to furnish its quarterly financial and operational results for the period ended March 31, 2025. The filing serves as a formal mechanism to satisfy Regulation FD requirements by making earnings data public.
📋 Key Facts
- Reporting date: May 15, 2025
- Period covered: Quarterly results for the period ended March 31, 2025
- The company is an emerging growth company as defined in Rule 405 of the Securities Act.
- Financial and operational results were released via press release (Exhibit 99.1).
Airship AI Holdings, Inc. entered into an 'At the Market' (ATM) offering agreement with Roth Capital Partners, LLC on April 23, 2025. The company intends to sell up to $25 million of common stock through its existing shelf registration statement.
🚩 Red Flags
- Potential for immediate share dilution as the company can sell shares 'from time to time' at market prices.
- ATM offerings are often used by micro-cap companies to raise working capital quickly, which can create downward pressure on the stock price during sale periods.
📋 Key Facts
- Entered into an At the Market Offering Agreement with Roth Capital Partners, LLC as sales agent on April 23, 2025.
- Maximum aggregate sale amount: $25,000,000 of common stock.
- Sales will be conducted via transactions including block trades and ordinary brokers' transactions on Nasdaq.
- Sales Agent compensation is set at 2.75% of the gross sales price.
- The offering is pursuant to a previously declared S-3 shelf registration statement (File No. 333-285678) effective March 21, 2025.
Airship AI Holdings, Inc. announced the formalization of an employment agreement for Paul Allen to serve as President, effective March 4, 2025. The filing details his compensation structure and equity incentives.
📋 Key Facts
- Paul Allen appointed/retained as President with a three-year initial term (March 4, 2025).
- Base salary set at $350,000 per annum.
- Includes eligibility for annual performance-based bonuses.
- Grant of 100,000 common stock options vesting immediately at an exercise price of $3.27.
- Grant of 300,000 common stock options vesting quarterly over four years at an exercise price of $3.27.
Airship AI Holdings, Inc. has permanently reduced the exercise price of its outstanding public and private warrants from $7.80 to $4.50 per share. This action was taken to incentivize warrant exercise and raise working capital for general corporate purposes.
🚩 Red Flags
- Significant reduction in warrant exercise price suggests a need for immediate liquidity/working capital.
- The move is often viewed as a dilutive measure to encourage cash inflow from existing holders.
- Warrant exercise price ($4.50) is significantly lower than the previous price, potentially signaling management's concern regarding the stock's ability to reach higher levels without such incentives.
📋 Key Facts
- Date of event: November 20, 2024; Date of report: December 31, 2024.
- Reduced public warrants: 16,159,012 units.
- Reduced private warrants: 515,000 units.
- Original exercise price: $7.80 per share.
- New exercise price: $4.50 per share.
- Last reported stock price (Dec 30, 2024): $6.89 per share.
- Last reported warrant price (Dec 30, 2024): ~$2.16 per warrant.
Airship AI Holdings, Inc. entered into a warrant exercise inducement offer to encourage holders of existing warrants to exercise them at $2.65 per share. In exchange, the company will issue new warrants with an exercise price of $4.50 per share.
🚩 Red Flags
- Significant potential dilution from the issuance of over 2.1 million new warrants.
- Warrant inducement is often used by companies facing liquidity constraints to accelerate cash inflows.
- The company must file a resale registration statement on Form S-3 within 20 days, indicating upcoming potential selling pressure.
📋 Key Facts
- Existing Warrants: 2,882,883 shares exercisable at $2.65/share.
- Expected gross proceeds from exercise: approximately $7,639,640.
- Inducement Warrants: 2,162,162 new shares exercisable at $4.50/share for a period of five years.
- Financial Advisor: Roth Capital Partners, LLC to receive up to a 6% cash fee on gross proceeds.
- Use of proceeds: Working capital and general corporate purposes.
Airship AI Holdings, Inc. held its 2024 Annual Meeting of Stockholders on December 13, 2024. The results included the successful election of five directors and the ratification of BPM, LLP as the company's independent registered public accounting firm.
📋 Key Facts
- Annual Meeting held on December 13, 2024.
- Quorum was present with approximately 70% of shares (18,885,103 shares) represented by proxies.
- All five director nominees—Victor Huang, Derek Xu, Peeyush Ranjan, Louis Lebedin, and Amit Mital—were re-elected to the Board.
- Stockholders ratified the appointment of BPM, LLP as the independent registered public accounting firm for fiscal year 2024.
Airship AI Holdings, Inc. has permanently reduced the exercise price of its outstanding public and private warrants from $7.80 to $4.50 per share. This action is intended to incentivize warrant holders to exercise their options to provide immediate working capital for the company.
🚩 Red Flags
- Significant dilution risk: The ~42% reduction in exercise price will likely lead to a significant increase in the number of common shares outstanding upon exercise.
- Desperation signal: Reducing warrant prices is often a tactic used by micro-cap companies facing liquidity constraints to encourage cash inflows from existing holders.
📋 Key Facts
- Reduction in public warrant exercise price: From $7.80 to $4.50 per share.
- Reduction in private warrant exercise price: From $7.80 to $4.50 per share.
- Total public warrants affected: 16,159,012.
- Total private warrants affected: 515,000.
- Stated purpose of reduction: To potentially raise proceeds for working capital and general corporate purposes.
Airship AI Holdings, Inc. has released an investor presentation containing information regarding its financial position, business, and operations for use in future communications.
📋 Key Facts
- The company released an Investor Presentation on October 11, 2024.
- The presentation covers the Company's financial position, business, and operations.
- Information is provided under Item 7.01 (Regulation FD Disclosure) and is considered 'furnished' rather than 'filed'.
- The company is an emerging growth company.
Airship AI Holdings, Inc. has furnished an investor presentation via Item 7.01 of Form 8-K to provide summary information regarding its financial position and business operations.
📋 Key Facts
- The company released an Investor Presentation dated September 2024.
- The disclosure is intended for use in investor communications and conferences.
- Information was 'furnished' under Item 7.01, meaning it is not considered 'filed' for purposes of Section 18 liability.
Airship AI Holdings, Inc. announced a best efforts public offering of 2,882,883 shares of common stock and 2,882,883 warrants at a combined price of $2.775 per unit. The offering was intended to raise approximately $7.04 million in net proceeds for working capital and product development.
🚩 Red Flags
- Significant dilution: The issuance of nearly 2.88 million new shares and an equal number of warrants will significantly dilute existing shareholders.
- Warrant overhang: The inclusion of a large number of warrants (1:1 ratio to common stock) creates potential future selling pressure when exercised.
📋 Key Facts
- Offered 2,882,883 shares of common stock and 2,882,883 warrants at $2.775 per unit.
- Warrants have an exercise price of $2.65 and expire in five years.
- Net proceeds are estimated at approximately $7.04 million after fees.
- Placement agents (Roth Capital Partners and The Benchmark Company) received a 7.0% cash fee plus warrants for 216,216 shares.
- The offering was conducted under an S-1 registration statement declared effective on August 29, 2024.
- Closing of the offering occurred on September 3, 2024.
Airship AI Holdings, Inc. filed an 8-K to furnish its quarterly financial and operational results for the period ended June 30, 2024. The filing serves as a formal mechanism to release earnings data via a press release.
📋 Key Facts
- Report date: August 14, 2024
- Reporting period: Quarterly period ended June 30, 2024
- The company is an 'emerging growth company' as defined by the SEC
- Financial results were released via press release (Exhibit 99.1)
Airship AI Holdings, Inc. entered into an extension agreement for a $2,000,000 Senior Secured Convertible Promissory Note with Platinum Capital Partners Inc., extending the maturity date to June 22, 2025. The deal involves significant equity issuance for interest/fees and includes complex conversion terms and put rights.
🚩 Red Flags
- Debt extension indicates potential liquidity constraints/inability to repay original principal.
- Significant dilutive impact via issuance of 232,360 shares for interest and the conversion feature.
- Convertible note contains a 'death spiral' style mechanism (conversion at 65% of VWAP).
- The debt is secured by a blanket lien on all company assets, increasing insolvency risk in default scenarios.
📋 Key Facts
- Extension of $2,000,000 Senior Secured Convertible Promissory Note due date from June 22, 2024, to June 22, 2025.
- Issuance of 232,360 restricted common shares to Platinum Capital Partners Inc. to cover all interest and extension fees through June 2025.
- Platinum holds a one-time put right (Dec 22, 2024 – Dec 22, 2025) to force the company to repurchase 232,360 restricted shares at $2.27518 per share.
- Conversion price is the lower of $3.69717 or 65% of the 5-day VWAP (floor of $2.27518).
- The Note is secured by a blanket lien on all company assets.
Airship AI Holdings, Inc. has permanently reduced the exercise price of its outstanding warrants from $11.50 to $7.80 per share. This action is intended to incentivize warrant holders to exercise their rights to provide the company with working capital.
🚩 Red Flags
- Significant downward adjustment of warrant strike price (32% reduction) suggests the previous price was unachievable at current market levels.
- The move is a clear attempt to manufacture liquidity/cash inflow, often indicative of tight cash constraints.
- Potential dilution for existing shareholders upon exercise of the large volume of warrants.
📋 Key Facts
- Date of event: June 3, 2024
- Public warrants affected: 16,184,612 units (Ticker: AISPW)
- Private warrants affected: 515,000 units
- Original exercise price: $11.50 per share
- New exercise price: $7.80 per share
- Stated purpose: To potentially raise proceeds for working capital and general corporate purposes
Airship AI Holdings, Inc. filed an 8-K to furnish its quarterly financial and operational results for the period ended March 31, 2024. The filing serves as a vehicle to incorporate the company's press release into the public record via Item 2.02.
📋 Key Facts
- Report date: May 15, 2024
- Reporting period: Quarterly results for the period ended March 31, 2024
- The company is an emerging growth company as defined in Rule 405 of the Securities Act.
- Results were released via press release (Exhibit 99.1).
Airship AI Holdings, Inc. filed an 8-K to furnish its full-year financial and operational results for the fiscal year ended December 31, 2023. The filing serves as a vehicle to incorporate the company's press release into the public record via Regulation FD.
📋 Key Facts
- The filing reports on the full year ended December 31, 2023.
- Results were announced via a press release dated April 1, 2024 (Exhibit 99.1).
- The company is an emerging growth company as defined by the SEC.
Airship AI Holdings, Inc. announced the appointment of Mark E. Scott as Chief Financial Officer, effective March 1, 2024. Mr. Scott transitions from his role as interim CFO to a permanent executive position.
🚩 Red Flags
- None identified in this specific filing.
📋 Key Facts
- Mark E. Scott appointed as CFO effective March 1, 2024.
- Mr. Scott previously served as interim CFO since November 2021 and as a consultant since February 2021.
- Annual base salary for the new CFO is $250,000.
- The appointment includes eligibility for annual performance-based bonuses.
- Grant of options to purchase up to 25,000 shares of common stock with an exercise price equal to the March 1, 2024, closing price; options vested in full upon issuance.
Airship AI Holdings, Inc. filed an amendment to its previous 8-K to correct unaudited pro forma condensed combined financial information. The correction involves reclassifying a portion of 'Earnout Shares' as a liability rather than equity.
🚩 Red Flags
- Restatement of previously filed unaudited pro forma financial information.
- Reclassification of equity-based instruments (Earnout Shares) to liabilities can impact leverage ratios and net income due to potential fair value adjustments.
📋 Key Facts
- Filed on February 6, 2024, amending an original filing from December 28, 2023.
- The amendment (8-K/A) specifically addresses Exhibit 99.1 containing unaudited pro forma condensed combined financial information.
- Correction involves the reclassification of a portion of Earnout Shares to be recognized as a liability.
Airship AI Holdings, Inc. amended and restated a $2 million senior secured convertible promissory note with Platinum Capital Partners Inc., which includes highly dilutive conversion terms and is secured by a blanket lien on all company assets.
🚩 Red Flags
- Highly dilutive conversion feature (65% of VWAP floor) creates significant downward pressure and dilution risk for existing shareholders.
- Blanket lien on all company assets increases insolvency risk in the event of default.
- Short-term maturity date (June 22, 2024) creates immediate liquidity/refinancing pressure.
- The note is an amendment to a previous June 2023 note, suggesting ongoing reliance on predatory financing.
📋 Key Facts
- Amended and Restated Senior Secured Convertible Promissory Note principal amount: $2,000,000.
- Repayment amount set at 110% of principal ($2,200,000) due on June 22, 2024.
- Interest rate of 6% per annum.
- Conversion price: Lower of $3.69717 or 65% of the 5-day VWAP (floor at $2.27518).
- Issued a Warrant to purchase 189,334 shares at an exercise price of $3.69717 expiring June 22, 2028.
- The Note is secured by a blanket lien on all company assets via a Security Agreement.
Airship AI Holdings, Inc. has adopted a formal Clawback Policy and ratified several committee charters (Audit, Compensation, and Nominations/Governance) to ensure compliance with SEC and Nasdaq listing standards.
🚩 Red Flags
- The adoption of a clawback policy is a regulatory requirement for Nasdaq-listed companies following recent SEC rule changes; while necessary, it highlights the potential risk of future financial restatements which would trigger these recoveries.
📋 Key Facts
- Adopted Airship AI Holdings, Inc. Clawback Policy effective December 21, 2023.
- Policy mandates recovery of erroneously awarded incentive-based compensation in the event of material financial restatements.
- The policy covers current and former executive officers for a look-back period of three completed fiscal years.
- Ratified Audit Committee Charter, Compensation Committee Charter, and Nominations and Governance Committee Charters effective December 21, 2023.