NFT Ltd (NYSE American: MI) has a tradeable public float of approximately 955,086 shares — and a signed purchase agreement that would add 80 million more.
That single pending deal, a Regulation S securities purchase agreement — meaning a private placement sold to non-U.S. buyers outside SEC registration — dated September 30, would issue shares at $0.45, roughly 63% below the company's last reported sale price. If it closes, the share count would jump from under one million to approximately 81 million. The 80 million new shares alone represent about 84 times the current float.
The deal is not yet closed. But the structural consequences are already baked into the company's warrant agreements.
The Reset Cascade
NFT Ltd's October 2026 offering created 1,890,000 common warrants — instruments giving holders the right to buy shares — struck at $1.35. Those warrants carry a full-ratchet dilutive-issuance reset, meaning any future share sale at a lower price automatically drops the warrant exercise price to match. Close the $0.45 Reg S deal, and the $1.35 strike resets to roughly $0.45. The warrants also contain a share-combination reset: if the company executes a reverse split — consolidating shares to raise the per-share price — the warrant share count increases and the strike falls further. The floor is approximately $0.25.
Sitting alongside those warrants are 1,740,000 pre-funded warrants — warrants where nearly the full purchase price has already been paid, leaving only a nominal $0.04 exercise price. They are exercisable immediately, including on a cashless basis, and are capped only by ownership blockers at 4.99% or 9.99% of outstanding shares. At 1.8 times the current float, they represent a second layer of supply that can enter the market in rolling blocks.
Together, the pending Reg S shares, the common warrants, and the pre-funded warrants total roughly 83.6 million shares of potential dilution — about 8,760% of the current float.
Serial Issuance, Compressed Timeline
The Reg S agreement is not an isolated event. NFT Ltd has conducted four financings in seven months: a March 2026 registered direct, an August 2026 best-efforts offering — a deal structure where the placement agent is not obligated to buy unsold shares — filed on Form F-1, the September Reg S agreement, and an October registered direct. All three U.S. offerings were placed by Maxim Group, which holds a 12-month right of first refusal on future deals.
The company's share count tells the story. After a 1-for-80 reverse split in May 2026, post-split outstanding shares stood at roughly 231,129. By October 7, that figure had reached 955,086 — a 313% increase in under five months. A prior 1-for-25 reverse split occurred in 2015.
Authorized Capacity
NFT Ltd has 125 million Class A shares authorized. The current 955,086 outstanding consume less than 1% of that capacity. The 80-million-share Reg S deal alone would use 64% of authorized shares. A $500 million shelf registration — a pre-filed SEC statement allowing the company to issue securities on short notice through individual takedowns — remains active, though it is currently baby-shelf limited based on the company's small public float value.
The company's 30-day issuance lock-up from the October offering expires around November 6, 2026, reopening the window for additional capital raises under the Maxim relationship.