CHAI Core AI Holdings, Inc.
Price Chart
Executive Summary
Core AI Holdings (CHAI) is raising approximately $5.0 million in net proceeds through a registered direct offering of 1,969,444 common shares and 3,975,000 pre-funded warrants at $0.90/share — a ~52% discount to the $1.86 closing price just one day prior. The offering will increase the diluted share count by ~30% (from 19.9M to 25.9M shares if all pre-funded warrants are exercised), causing immediate and substantial dilution of $0.5893 per share for new investors. Proceeds are earmarked for AI technology/infrastructure initiatives and working capital, but the deep discount and severe dilution signal acute capital need and financial distress.
Actionable Insight
Expect significant downward price pressure as the market absorbs a ~52% discounted offering just one day after pricing. The massive dilution and deep discount signal acute capital needs, likely from a company burning cash with little revenue visibility. Monitor for additional dilution risk from the $250M shelf and the potential for further distressed financing rounds. Short-term traders should avoid catching a falling knife; the stock could reprice closer to the offering level or below.
Key Facts
- Public offering price of $0.90/share represents a ~52% discount to the June 9, 2026 closing price of $1.86/share
- Gross proceeds of ~$5.35M; net proceeds of ~$4.98M after placement agent fees of 7.0%
- Offering consists of 1,969,444 common shares and 3,975,000 pre-funded warrants exercisable at $0.00001/share with no expiration
- Total diluted share count will increase from 19,922,402 to 25,866,846 shares (if all pre-funded warrants exercised) — ~30% dilution
- Immediate dilution of $0.5893 per share for investors in this offering (offering price of $0.90 vs. pro forma adjusted net tangible book value of $0.3107)
- Net tangible book value as of Dec 31, 2025 was $3.1M ($0.1557/share); pro forma adjusted to ~$8.0M ($0.3107/share)
- Placement agent is D. Boral Capital LLC; offering expected to close on or about June 11, 2026
- Market cap of $27M with 0% analyst bullish rating (0 Strong Buy/Buy, 3 Hold, 3 Sell/Strong Sell)
Financial Impact
~52% discount to prior close, ~30% dilution of outstanding shares, ~$5.0M net proceeds raised
Risk Factors
- Massive immediate dilution of ~30% to share count from this offering alone
- Additional overhang risk from the $250M universal shelf registration
- Potential further capital raises needed given low cash and $27M market cap
- Very low analyst/consensus bullish sentiment (0%) — stock has no institutional buy-side support
Market Snapshot
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 424B5 Filing (Primary) | 0001493152-26-028232 |
| Document: 0001493152-26-028232-index-headers.html | 0001493152-26-028232 |
| Document: 0001493152-26-028232-index.html | 0001493152-26-028232 |
| Document: 0001493152-26-028232.txt | 0001493152-26-028232 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
|
Jun 11, 2026
3d ago
|
424B5
| $1.30 awaiting T+5 | awaiting T+5 | — | $1.32 (−1.54%) |
|
May 18, 2026
27d ago
|
6-K
| $1.17 $1.11 | ▼ −5.13% | ▼ −6.75% | $1.32 (+12.82%) |
|
May 18, 2026
27d ago
|
Press Release
| $1.17 $1.11 | ▲ +5.13% | ▲ +6.75% | $1.32 (−12.82%) |
|
May 5, 2026
5w ago
|
6-K
| $1.51 $1.20 | ▼ −20.53% | ▼ −22.51% | $1.32 (−12.58%) |
|
May 5, 2026
5w ago
|
Press Release
| $1.51 $1.19 | ▼ −21.19% | ▼ −23.18% | $1.32 (−12.58%) |
|
Apr 14, 2026
8w ago
|
6-K
| $1.11 $1.04 | ▼ −6.31% | ▼ −7.70% | $1.32 (+18.92%) |
US Market Status
Subscribe to SecBot
Get Real-Time SEC Filing Intelligence
Comprehensive SEC filing analysis delivered the moment filings hit EDGAR. Sentiment scoring, impact analysis, and actionable insights for every material event.
Try SecBot Free Coming soon: SecBot Pro with alerts, watchlists, and API access