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|8-KFeb 2, 6:03 PM ET

TG-17, Inc. 8-K

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TG-17, Inc. Announces $5M Financing via Series D Preferred and Warrants

What Happened

  • TG-17, Inc. filed an 8-K on Feb 3, 2026 reporting a Securities Purchase Agreement (SPA) with Ascent Partners Fund LLC under which the company is issuing Series D Preferred Stock and warrants for common stock as part of a $5.0 million financing.
  • Between Oct 27, 2025 and Jan 30, 2026 TG-17 closed six tranches issuing a total of 450,550 Series D shares for $4.1 million; a final tranche of 98,901 Series D shares for $900,000 will be issued to Ascent immediately upon listing of TG-17’s common stock on Nasdaq, bringing the total to 549,451 Series D shares and $5.0 million in proceeds.
  • The financings also included warrants to purchase 25,000,000 shares of common stock exercisable at $12.35 per share.

Key Details

  • Total proceeds: $5,000,000 received/expected across all closings (initial $1,000,000 + subsequent closings totaling $4,000,000; final $900,000 contingent on Nasdaq listing).
  • Series D terms: stated value $10.00 per share; convertible into common stock at $12.35 per share (subject to adjustment per the certificate of designation). If all Series D are converted, 444,901 common shares are issuable.
  • Warrants: 25,000,000 warrants issued, exercise price $12.35 per share. Combined, conversion and full warrant exercise could result in issuance of up to 25,444,901 common shares.
  • Document filed: Amendment No. 5 to the SPA is included as Exhibit 10.1 in the 8-K; the transactions are reported as unregistered sales of equity securities.

Why It Matters

  • This transaction provides TG-17 with immediate capital ($4.1M received so far) and up to $5.0M total to support operations or growth ahead of a Nasdaq listing.
  • The Series D preferred and the large number of warrants represent potential future dilution of common shareholders if converted/exercised; investors should consider the conversion/exercise prices ($12.35) and the potential increase in outstanding shares.
  • The final tranche is conditional on a Nasdaq listing, tying part of the financing outcome directly to the company’s planned public listing milestone.