US Corporate Distress Financial Stress SEC Filings — March 12, 2026

12-03-2026

Longeveron Inc. entered a definitive agreement for a private placement raising up to $30M gross proceeds ($15M upfront, additional $15M milestone-driven tied to Phase 2b ELPIS II HLHS trial), led by Coastlands Capital with Janus Henderson Investors, Logos Capital, and Kalehua Capital. Initial proceeds extend cash runway into 4Q26, past anticipated 3Q26 topline data readout for ELPIS II. H.C. Wainwright & Co. acted as exclusive placement agent; securities issued include 6M+ common shares and preferred shares convertible into 22.8M+ shares at $0.52.

• ·Shares priced at $0.52 per share for common stock; Preferred Shares at $1,000 each with $0.52 conversion price
• ·Investors receive 50% interest in net proceeds from potential future Rare Pediatric Disease Priority Review Voucher sale related to HLHS program
• ·Initial closing expected on or about March 11, 2026
• ·Proceeds for clinical/regulatory development of laromestrocel, working capital, and general corporate purposes

12-03-2026

First Horizon Corporation filed Articles of Amendment to its Amended and Restated Charter, creating a new series of Non-Cumulative Perpetual Preferred Stock, Series H, initially consisting of 4,000 shares with a $100,000 per share liquidation preference, for a total of $400M. The Series H shares carry a non-cumulative 6.750% annual dividend rate, payable quarterly commencing July 10, 2026, subject to board declaration. The amendment was authorized by the Board of Directors on January 27, 2026, and executed on March 6, 2026, without shareholder approval.

• ·Dividend Payment Dates: January 10, April 10, July 10, October 10 (commencing July 10, 2026)
• ·Board authorization date: January 27, 2026
• ·Senior executive authorization date: March 5, 2026
• ·Executed and signed: March 6, 2026

12-03-2026

American Outdoor Brands, Inc. and its subsidiaries entered into Amendment No. 3 to the Loan and Security Agreement with TD Bank, N.A. as Agent and Lender, effective March 10, 2026, amending the original agreement dated August 24, 2020 (previously amended March 25, 2022 and November 25, 2025). The agreement governs revolving advances, letters of credit, and security interests for borrowers including AOB Products Company and Crimson Trace Corporation, with guarantors such as Battenfeld Acquisition Company Inc. and others. No specific financial terms, changes in commitments, or performance metrics are detailed in the provided filing excerpt.

• ·Filing date: March 12, 2026
• ·Original agreement date: August 24, 2020
• ·Prior amendments: March 25, 2022; November 25, 2025

12-03-2026

CACI International Inc entered into a Second Supplemental Indenture on March 12, 2026, issuing $500 million in additional 6.375% Senior Notes due 2033, increasing the total outstanding principal to $1.5 billion. The company received net proceeds of approximately $518 million, intended for repaying revolving credit facility debt used in the ARKA Group L.P. acquisition. The notes are senior unsecured, guaranteed by subsidiaries, with no reported issues in the offering process.

• ·Interest payable semi-annually on June 15 and December 15; first payment for Additional Notes on June 15, 2026, including accrued interest from December 15, 2025.
• ·Notes mature on June 15, 2033.
• ·Issued in private placement to qualified institutional buyers under Rule 144A.
• ·Base Indenture dated June 2, 2025; First Supplemental Indenture dated November 25, 2025.

12-03-2026

NCR Atleos Corporation (NYSE: NATL) announced the successful results of its consent solicitation, obtaining consents from holders of a majority in aggregate principal amount of its 9.500% Senior Secured Notes due 2029 to amend the governing indenture. On March 11, 2026, the company and its subsidiary guarantors executed a Supplemental Indenture, which became effective immediately and is binding on all noteholders. Morgan Stanley & Co. LLC and Truist Securities, Inc. served as solicitation agents, with D.F. King & Co. Inc. as the information agent.

• ·Consent Solicitation Statement dated March 5, 2026
• ·Consents valid as of March 11, 2026
• ·SEC Filing Date: March 12, 2026

12-03-2026

Treasure Global Inc.'s subsidiary TADAA Technologies Sdn Bhd entered into a Software Enhancement Agreement on March 11, 2026, with Apexcode Innovations Snd Bhd to provide technology services for enhancing the Tazte Apps platform. The total contract price is RM11.7M (approximately $2.5M USD), with the first milestone payment of RM3.9M (approximately $0.83M USD); deliverables including source code must be handed over within 2 months. No immediate financial impacts or performance metrics are disclosed.

• ·Agreement includes development, upgrade, testing, deployment, and maintenance services per Appendix A
• ·Deliverables must meet Acceptance Criteria in Appendix A and be fully compatible with existing system
• ·Handover of deliverables (source code, object code, etc.) within 2 months from March 11, 2026

12-03-2026

Applied Optoelectronics, Inc. entered into Amendment No. 1 to its Equity Distribution Agreement with Raymond James & Associates, Inc. and Needham & Company, LLC, increasing the aggregate offering price for common stock from $250M to $500M. As of March 12, 2026, the Company has sold 2,476,307 shares for approximately $249,999,983, leaving roughly $250,000,017 available for future at-the-market offerings. Sales agents are entitled to 2% of gross sales prices as compensation, with the agreement terminable by either party.

• ·Shares to be sold in 'at the market' offerings via Nasdaq Global Market or other markets.
• ·Original Agreement dated February 26, 2026; prospectus supplement filed March 12, 2026.
• ·Registered under Form S-3ASR (Registration No. 333-283905).

12-03-2026

Salesforce, Inc. entered into a Master Confirmation dated March 11, 2026, for uncollared Accelerated Share Repurchase (ASR) Transactions with an unnamed Dealer, establishing the framework under ISDA 2002 Master Agreement and Equity Derivatives Definitions. Specific terms for individual Transactions, such as Prepayment Amount, Initial Shares, Trade Date, Calculation Period, and Floor Price, will be detailed in future Supplemental Confirmations. No specific transaction amounts, volumes, or performance metrics are disclosed in this filing.

• ·Governing law: New York law.
• ·Exchange: New York Stock Exchange (symbol CRM).
• ·Transactions structured as Share Forward Transactions per 2002 ISDA Equity Derivatives Definitions.

12-03-2026

On March 6, 2026, XBP Americas, LLC, a subsidiary of XBP Global Holdings, Inc., entered into a Limited Waiver and Third Amendment to its ABL Credit Agreement originally dated July 29, 2025, eliminating the covenant requiring minimum excess availability of $7.5M and temporarily increasing the advance rate for eligible investment grade billed accounts to 95.0% through September 30, 2026. However, the amendment introduces a temporary availability block through June 30, 2026, reducing borrowing capacity by the greater of $3.75M or 5.0% of the borrowing base if the fixed charge coverage ratio falls below 1.00 to 1.00, along with adjustments to borrowing base calculation and cash dominion mechanics.

• ·ABL Credit Agreement originally dated July 29, 2025; previously amended by First Amendment on Dec 19, 2025 and Second Amendment on Jan 21, 2026
• ·Fixed charge coverage ratio trigger for availability block: below 1.00 to 1.00
• ·Temporary availability block effective through June 30, 2026; advance rate increase through Sep 30, 2026

12-03-2026

Turtle Beach Corporation entered into a Cooperation Agreement with the Donerail Group (TDG CP LLC, The Donerail Group Inc., The Donerail Group & Co LLC, and William Wyatt) on March 9, 2026, to expand its Board from six to eight members within 30 days and appoint two new independent directors selected by the group, while naming William Wyatt as Chairman. The agreement mandates nominating specific incumbent directors at the 2026 Annual Meeting, includes standstill provisions capping Donerail's ownership at 9.9%, voting alignments with the Board (or ISS/Glass Lewis in some cases), and mutual releases/non-disparagement. No financial impacts are disclosed, representing a governance settlement without operational or performance metrics.

• ·Donerail Group agrees to vote with Board recommendations at stockholder meetings (except certain Board matters; may follow ISS or Glass Lewis if differing).
• ·Customary standstill provisions prohibit proxy solicitations, groups, or public criticism of management/directors.
• ·Agreement terminable on 5 business days' notice after specified date, or immediately upon extraordinary transaction (e.g., merger) or material breach.

12-03-2026

Firefly Neuroscience, Inc. entered a securities purchase agreement on March 8, 2026, to issue up to 13,500,000 units at $1.50 per unit, with an initial closing on March 12, 2026, for 1,500,000 units raising $2.25M from accredited investors. Investors have the option for up to $18M additional investment within 30 days, including shares or pre-funded warrants plus 5-year warrants at $1.88 and $2.50 exercise prices, subject to 4.99%/9.99% beneficial ownership limits and lock-up agreements through March 12, 2027. The private placement complies with Nasdaq rules without shareholder approval, with an S-1 registration statement due by April 15, 2026.

• ·Private placement exempt under Section 4(a)(2) and Rule 506(b) of Regulation D.
• ·Lock-Up Period: 6 months ending September 12, 2026; Leak-Out Period: 6 months ending March 12, 2027.
• ·S-1 Registration Statement to be filed by April 15, 2026, with effectiveness targeted within 45-90 days.
• ·Complies with Nasdaq Listing Rule 5635(d) without stockholder approval.

12-03-2026

Hanover Bancorp, Inc. completed a $35M private placement of fixed-to-floating rate subordinated notes due 2036 to qualified institutional buyers and accredited investors, with initial semi-annual interest at 7.25% until March 15, 2031, then resetting quarterly to 3-month SOFR plus 386 basis points. The Notes, rated BBB+ by Egan-Jones Ratings Company, qualify as Tier 2 capital and will fund the redemption of $25M existing subordinated notes at a lower rate, plus general corporate purposes including equity contributions to Hanover Community Bank. CEO Michael Puorro stated this enhances financial flexibility, capital base, and supports balance sheet growth.

• ·Notes payable semi-annually and intended to qualify as Tier 2 regulatory capital
• ·Piper Sandler & Co. as lead placement agent; Hovde Group, LLC as co-placement agent

12-03-2026

On March 9, 2026, Diversified Energy Company entered into an Underwriting Agreement with affiliates of EIG Global Energy Partners (Selling Stockholders) and Citigroup Global Markets Inc. for the offering of 7,501,585 shares of common stock by the Selling Stockholders. The offering closed on March 11, 2026, with the Company repurchasing 3,750,000 shares at the underwriter's purchase price, receiving no proceeds from the sale. No performance metrics or period comparisons were reported.

• ·Underwriting Agreement filed as Exhibit 1.1
• ·Agreement includes customary indemnification provisions

12-03-2026

Non-Invasive Monitoring Systems, Inc. (NIMU), a Florida corporation, entered into an Agreement and Plan of Merger and Reorganization dated March 6, 2026, whereby its wholly-owned subsidiary, Gravitics Merger Sub, Inc., will merge with Gravitics, Inc., with Gravitics surviving as a wholly-owned subsidiary and its stockholders receiving at least 95.5% of NIMU's post-merger equity. This represents significant dilution for existing NIMU stockholders, who will retain no more than 4.5% ownership. The closing is targeted on or before June 30, 2026, at the offices of Lucosky Brookman LLP, with Colin Doughan to serve as Chairman of the post-merger board.

• ·Merger intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.
• ·Effective Time upon filing Certificate of Merger with Delaware Secretary of State pursuant to DGCL Section 251(c).
• ·Post-merger board to include a majority of independent directors under Nasdaq Rule 5605(a)(2).

12-03-2026

Quest Resource Holding Corporation (as Holdings), along with subsidiaries Quest Resource Management Group, LLC and Quest Equipment, LLC (as Borrowers), entered into a Loan and Security Agreement with Texas Capital Bank (as Lender) dated March 12, 2026, providing for revolving loans, advances, and letters of credit secured by collateral including accounts, inventory, and equipment. The agreement includes financial covenants such as Minimum Fixed Charge Coverage Ratio and Maximum Senior Net Leverage Ratio, with Applicable Margins for Term SOFR Loans ranging from 1.75% to 2.75% based on leverage levels. No specific commitment amounts or borrowing base details are provided in the filing excerpt.

• ·Filing includes Items 1.01 (Entry into Material Definitive Agreement), 1.02, 2.03 (Creation of Direct Financial Obligation or Off-Balance Sheet Arrangement), and 9.01 (Financial Statements and Exhibits).
• ·Agreement features include Availability based on Line Cap minus Revolving Credit Exposure, with Availability Reserves at Lender's discretion.
• ·Financial covenants in Article 9: Minimum Fixed Charge Coverage and Maximum Senior Net Leverage Ratio, with Equity Cure option.

12-03-2026

NGL Energy Partners LP closed a new seven-year $950M senior secured term loan (increased from $687.8M with $250M incremental financing), with proceeds to repay the existing term loan, redeem approximately 195,000 Class D Preferred Units (leaving ~316,000 outstanding), and for general corporate purposes. The asset-based revolving credit facility was amended, reducing commitments from $475M to $425M. CEO Mike Krimbill highlighted this as a step toward a simpler capital structure, though the ABL reduction limits liquidity flexibility.

• ·Filing date: March 12, 2026
• ·Involves Items 1.01 (Material Definitive Agreement), 2.03 (Direct Financial Obligation), 7.01 (Regulation FD), and 9.01 (Financial Statements)

12-03-2026

Applife Digital Solutions, Inc. entered into a Securities Purchase Agreement dated March 9, 2026, with Proactive Capital Partners, LP, for the issuance and sale of a convertible Note under the exemption of Section 4(a)(2) of the 1933 Act and Rule 506(b). The agreement includes covenants requiring the Company to deliver irrevocable transfer agent instructions, purchase D&O insurance within 180 days of closing with 18 months coverage and 2-year tail, and pay $3,000 per day in liquidated damages for failure to disclose material non-public information via Form 8-K. No purchase price, note principal, or financial performance metrics are detailed in the filing excerpt.

• ·Agreement filed as EX-10.1 with 8-K on March 12, 2026, covering Items 1.01 (Material Definitive Agreement), 2.03 (Creation of Direct Financial Obligation), 3.02 (Unregistered Sales of Equity Securities), and 9.01 (Financial Statements and Exhibits).
• ·Company must provide corporate resolutions and issuance approvals to transfer agent within 6 hours of each Note conversion.
• ·Conditions include no Material Adverse Effect, no trading suspension, and delivery of good standing certificates within 10 days of Closing.
• ·Governing law is Nevada; arbitration and venue in Orange County, California.

12-03-2026

The Chemours Company completed a private offering of $700M aggregate principal amount of 7.875% senior unsecured notes due 2034, using net proceeds and cash on hand to redeem $188M of its 5.750% senior notes due 2028 at approximately $189.8M plus accrued interest. Remaining proceeds are expected to fund the redemption of its outstanding 5.375% senior notes due 2027 at approximately $500.3M plus accrued interest, extending maturities but at a higher interest rate compared to the redeemed notes.

• ·Headquartered in Wilmington, Delaware; listed on NYSE under symbol CC.
• ·Operates three businesses: Thermal & Specialized Solutions, Titanium Technologies, and Advanced Performance Materials.
• ·Notes offered to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S; not registered under Securities Act.

12-03-2026

On March 9, 2026, Cryo-Cell International, Inc. (CCEL) received a notice from NYSE American LLC indicating non-compliance with continued listing standards under Section 1003(a) of the NYSE American Company Guide, posing a risk of potential delisting. Trading of the company's common stock continues uninterrupted on NYSE American under the symbol CCEL while Cryo-Cell prepares to submit a compliance plan by April 8, 2026. There is no assurance that the plan will be accepted or that compliance will be regained within any granted extension period.

• ·Common Stock: $0.01 par value, trading symbol CCEL on NYSE American LLC
• ·Principal executive offices: 700 Brooker Creek Blvd, Suite 1800, Oldsmar, Florida 34677
• ·Filing items reported: 3.01, 7.01, 9.01
• ·Exhibit 99.1: Press Release dated March 12, 2026

12-03-2026

On March 6, 2026, the NYSE notified Allurion Technologies, Inc. of proceedings to delist its common stock and warrants due to failure to maintain an average global market capitalization of at least $15M over 30 consecutive trading days, resulting in trading suspension on NYSE and shift to OTCID Market. The Company has appealed the determination and outlined a plan, leveraging recent FDA approval of the Allurion Gastric Balloon System with Allurion Smart Capsule, to regain compliance, relist on NYSE American, strengthen its balance sheet, and fund U.S. commercialization. Trading continuity on OTC markets and appeal success are uncertain, with no guarantees of efficient trading or broker-dealer quotes.

• ·Common stock par value $0.0001 per share
• ·Warrants to purchase 0.056818 shares of common stock at exercise price of $202.50 per share
• ·Current OTC trading symbols: ALUR (common stock), ALUR.WS (warrants)
• ·If appeal fails, NYSE expected to file Form 25 with SEC, leading to delisting 10 days after filing

12-03-2026

Digimarc Corporation entered into an Agreement and Plan of Reorganization dated March 12, 2026, with Deschutes Parent, Inc. (Holdings) and Deschutes Merger Sub, Inc. (Merger Sub) to restructure into a holding company via a merger followed by conversion of the Company to an Oregon LLC wholly owned by Holdings, with shareholders exchanging shares on a 1:1 basis. Post-reorganization, Holdings will rename to Digimarc Corporation and assume the Company's 2008 and 2018 Incentive Plans. The transaction requires shareholder approval at the annual meeting and has no immediate financial impacts disclosed.

• ·Merger effective upon filing Articles of Merger with Oregon Secretary of State; Conversion effective 12:01 A.M. PT the following day.
• ·Each share of Merger Sub Common Stock converts to one share of Company Common Stock, making Holdings sole shareholder pre-Conversion.
• ·Holdings authorized capital matches Company: 50M common shares and 2.5M preferred shares at $0.001 par value.

12-03-2026

CNL Strategic Residential Credit, Inc. entered into an Amended and Restated Advisory Agreement with CNL Residential Credit Manager, LLC on March 10, 2026, primarily changing the accrual frequency of the Total Return Incentive Fee from quarterly to monthly, with a term until March 10, 2027 subject to board renewal. The company also executed an Amended and Restated Managing Dealer Agreement on March 12, 2026, with CNL Securities Corp. and the Advisor, and a related Form of Participating Broker Agreement, to reflect a shift in its ongoing Private Offering of common stock from Rule 506(b) to Rule 506(c) under Regulation D. No financial impacts or performance metrics are disclosed in the filing.

12-03-2026

Paycom Payroll, LLC, a subsidiary of Paycom Software, Inc., entered into an Increasing Lender Supplement dated March 12, 2026, to its Credit Agreement originally dated July 29, 2022, administered by JPMorgan Chase Bank, N.A. Several lenders, including JPMorgan Chase Bank, N.A., BMO Bank N.A., PNC Bank, National Association, U.S. Bank National Association, Wells Fargo Bank, National Association, Bank of America, N.A., and Truist Bank, agreed to increase their Revolving Commitments, with total commitments updated per Schedules A and B (amounts not specified in filing). The Borrower confirmed no Default or Event of Default exists, enhancing liquidity access without noted drawbacks.

• ·Credit Agreement originally dated July 29, 2022
• ·Supplement governed by laws of the State of New York

12-03-2026

Southwest Airlines Co. entered into a $500M senior secured term loan credit facility with BNP Paribas on March 11, 2026, which was fully drawn on closing and matures on March 11, 2029. The facility allows prepayments without penalty and includes an uncommitted incremental feature for up to an additional $500M. It is secured by certain aircraft and related assets, with interest at Term SOFR + 1.10% (floor 0.00%) or Alternate Base Rate + 0.10% (floor 1.00%).

• ·Amounts prepaid under the facility may not be reborrowed.
• ·The facility includes customary covenants, representations, warranties, and events of default, with a minimum collateral coverage ratio requirement.
• ·The full Term Loan Credit Agreement will be filed in the Quarterly Report for the fiscal quarter ending March 31, 2026.

12-03-2026

LQR House Inc. entered into a Sales Agreement with A.G.P./Alliance Global Partners on March 11, 2026, enabling the company to offer and sell up to $50.3M of common stock through an at-the-market (ATM) offering pursuant to its Form F-3 Registration Statement (File No. 333-282118). Proceeds are expected to fund capital expenditures, potential acquisitions, sales and marketing, working capital, and general corporate purposes. The Sales Agent will receive a 3.0% commission on gross proceeds, with no obligation for the company to sell any shares.

• ·Agreement dated March 11, 2026; filed March 12, 2026
• ·Sales pursuant to Registration Statement on Form F-3 (File No. 333-282118) and prospectus supplement dated March 11, 2026
• ·Sales Agreement attached as Exhibit 10.1

12-03-2026

IGC Pharma, Inc. entered into a Securities Purchase Agreement dated March 5, 2026, with Vanquish Funding Group Inc. for the issuance of a bridge note with an aggregate principal amount of $353,050 (including $46,050 OID), closing on or about March 6, 2026, with potential additional tranches up to $2,015,000 over the next 12 months. The note is convertible into common stock, posing potential dilution risk to existing shareholders given 92,868,241 shares outstanding out of 600,000,000 authorized. This unregistered securities offering relies on exemptions under the 1933 Act, providing short-term financing but at a costly OID.

• ·Agreement relies on SEC exemptions under the 1933 Act for unregistered sale.
• ·No material adverse changes since September 30, 2025, per company representations.
• ·Buyer is an accredited investor; securities may bear restrictive legends.

12-03-2026

Dianthus Therapeutics, Inc. entered into an underwriting agreement on March 10, 2026, to issue and sell 7,313,582 shares of common stock at $81.00 per share and pre-funded warrants to purchase 402,468 shares at $80.999 per share. The underwriters fully exercised their 30-day option on March 11, 2026, for an additional 1,157,407 shares. Net proceeds from the offering, including the option exercise, are expected to be approximately $673.5 million after discounts and expenses.

• ·Pre-Funded Warrants exercisable at $0.001 per share immediately after issuance, with beneficial ownership limits of 4.99%, 9.99%, or 19.99%.
• ·Offering pursuant to shelf registration statement effective January 30, 2026, and Rule 462(b) registration filed March 10, 2026.
• ·Expected closing date: March 12, 2026.

12-03-2026

Beneficient appointed Mack H. Hicks, CEO of Hicks Holdings LLC and experienced private equity executive, to its Board of Directors on March 12, 2026, to continue the legacy of his late father Thomas O. Hicks, former Chairman. Separately, the company amended a prior credit agreement with a Hicks affiliate on March 10, 2026, settling approximately $1.66M in remaining accrued interest, fees, and expenses via $572,588 in Class A common stock and deferred cash payments of $94,365 (due March 31, 2026) and $1M (due September 30, 2026), enhancing near-term financial flexibility and liquidity preservation. No declines or flat metrics reported.

• ·Original credit agreement dated October 19, 2023
• ·Amendment to credit agreement dated March 10, 2026
• ·Thomas O. Hicks passed away in December 2025
• ·Hicks serves on boards of Standard Industrial Manufacturing, Bucked Up, Face Haus, Vayner Sports, and Accresa Health
• ·Hicks holds BA from University of Texas at Austin and completed Harvard Owner/President Management Program

12-03-2026

Universal Electronics Inc. (UEIC) reported Q4 2025 net sales of $87.7M, down 21% YoY from $110.5M, with both connected home ($29.7M, -14%) and home entertainment ($58.0M, -24%) segments declining, though gross margins improved to 29.7% from 28.4% and GAAP operating expenses fell $10.5M. For FY 2025, net sales decreased 7% YoY to $368.3M from $394.9M, driven by a 15% drop in home entertainment to $242.9M despite 16% growth in connected home to $125.4M; however, cost savings reduced GAAP operating loss to $6.4M from $15.3M, adjusted non-GAAP operating income rose to $6.3M from $2.2M, and operating cash flow reached $23.6M. The Board approved an additional 1M share repurchase authorization following $3.1M repurchased in 2025, including 765,201 shares (5.8% outstanding) in Q4.

• ·Cash and equivalents increased to $32.3M from $26.8M at year-end.
• ·Total assets decreased to $274.0M from $323.4M.
• ·GAAP net loss for FY 2025 was $18.6M ($1.41/share) vs $24.0M ($1.85/share) in FY 2024.
• ·FY 2026 revenue expected to decline YoY with Adjusted non-GAAP EPS guidance of $0.45-$0.65.

12-03-2026

Senseonics Holdings, Inc. entered into Local Asset Purchase Agreements on March 12, 2026, with Ascensia Diabetes Care Holdings AG to acquire assets and assume liabilities related to the Eversense CGM product's commercial activities in Italy, Germany, Spain, and Sweden, building on the prior US asset acquisition effective January 1, 2026. Closings are expected on or before June 30, 2026, subject to customary conditions including regulatory clearances and consents, with cash payments equal to the respective Net Book Value of the assets and liabilities. A Transition Services Agreement was also executed to provide support services through June 30, 2026, ensuring business continuity during the transition.

• ·Master Asset Purchase Agreement dated December 31, 2025, with Original Form 8-K filed January 2, 2026
• ·Closing conditions include regulatory clearances, consents for tender contracts, and labor/employment processes
• ·Forward-looking risks include potential delays, execution costs impacting cash/assets, and disruptions in employee/patient/distributor relationships

12-03-2026

O’Reilly Automotive, Inc. issued and sold $850M aggregate principal amount of 5.100% Senior Notes due March 12, 2036, on March 12, 2026, governed by a Seventh Supplemental Indenture with U.S. Bank Trust Company, National Association. The Notes are general unsecured senior obligations, pari passu with existing senior notes series, bearing semi-annual interest starting September 12, 2026, with optional redemption features and change of control repurchase rights at 101%. No subsidiary guarantees initially, but future guarantees may apply under certain conditions.

• ·Par Call Date: December 12, 2035; redeemable thereafter at 100% of principal.
• ·Pre-Par Call redemption at greater of Treasury Rate +15 bps discounted value or 100% of principal.
• ·Indenture covenants limit liens, sale-leasebacks, and mergers; standard events of default apply.
• ·Shelf registration effective April 1, 2025 (File No. 333-286320).

12-03-2026

flyExclusive, Inc. entered into an Asset Purchase Agreement on March 6, 2026, acquiring Non-Vaunt Assets (including Mission Control software, IP, and related goodwill) from Volato Group, Inc. and subsidiaries for $1,333,333, paid entirely in 451,901 shares of Class A common stock at a volume-weighted average price of $2.9505 per share. This transaction follows the Fifth Amendment to the Aircraft Management Services Agreement, which caps total Volato Option exercises at $2,000,000 (leaving $666,667 available for future exercises) and includes registration rights for the issued shares.

• ·Shares issued in reliance on Section 4(a)(2) exemption from Securities Act registration requirements.
• ·Fifth Amendment provides reciprocal asset options for Vaunt or Non-Vaunt assets and requires registration statement filing within 30 days if shares are issued.
• ·Original Volato Agreement dated September 2, 2024; Fourth Amendment dated October 1, 2025.

12-03-2026

Callan JMB Inc. amended its Common Stock Purchase Agreement with Hexstone Capital, LLC, originally dated July 24, 2025, extending the maturity date to April 1, 2027, revising the Regular Purchase Price to 95% of the lowest daily trading price (or 75% if suspended or delisted), and updating the Regular Purchase Measurement Period and leak-out provisions to the greater of $25,000 per Trading Day or 20% of daily volume. The amendment maintains all other original terms and supports discretionary share sales under an effective Form S-1 registration (File No. 333-289849). No financial impacts or performance metrics were disclosed.

• ·Amendment dated March 10, 2026; Form 8-K filed March 12, 2026
• ·Registrant's CIK: 0002032545; Commission File Number: 001-42506; EIN: 99-0931141
• ·Exhibit 10.1: Amendment No. 1 to Purchase Agreement
• ·Form S-1 Registration Statement File No. 333-289849

12-03-2026

BKV Corporation entered into an Underwriting Agreement on March 10, 2026, for the sale of 5,550,000 primary shares of common stock at $26.58 per share, with the underwriter exercising in full an option for an additional 1,453,813 shares, resulting in net proceeds of approximately $185.2 million to the company for general corporate purposes. Bedrock Energy Partners, LLC, as the selling stockholder, offered 4,142,089 secondary shares, from which the company received no proceeds. The offering closed on March 12, 2026.

• ·Underwriting Agreement dated March 10, 2026, with RBC Capital Markets, LLC as sole underwriter.
• ·Registration statements: Form S-3 (File No. 333-290676) effective December 1, 2025 for primary shares; Form S-3 (File No. 333-292408) effective December 23, 2025 for secondary shares.
• ·Prospectus supplement filed March 12, 2026 pursuant to Rule 424(b)(5) and Rule 429.
• ·Legal opinion from Baker Botts L.L.P. filed as Exhibit 5.1.

12-03-2026

ESG Inc. entered into a Securities Purchase Agreement dated March 6, 2026, with Monroe Street Capital Partners, LP, for the issuance of a Note and Warrants in reliance on the Section 4(a)(2) exemption under the 1933 Act and Rule 506(b). The agreement includes strict covenants such as $3,000 per day liquidated damages for failure to timely file an 8-K on material non-public information provided to the Buyer, irrevocable transfer agent instructions, and conditions precedent to closing with no reported material adverse effects or suspensions in trading.

• ·Agreement governed by Delaware law with binding arbitration in New Castle County, Delaware.
• ·Company must provide corporate resolutions and issuance approvals to transfer agent within 6 hours of each Note conversion or Warrant exercise.
• ·Good standing certificates required within 10 days of Closing Date.

12-03-2026

Aware, Inc. announced the departure of its Chief Technology Officer, Mohamed Lazzouni, effective March 10, 2026. The company entered into a separation agreement with Mr. Lazzouni on the same date, implementing severance arrangements from his prior employment agreement, including a non-compete covenant through March 9, 2027, and a general release of claims.

• ·Separation Agreement attached as Exhibit 10.1
• ·Original employment agreement dated November 19, 2019
• ·Filing signed by David K. Traverse on March 12, 2026

12-03-2026

Diamondback Energy, Inc. (NASDAQ: FANG) announced the launch of a secondary public offering of 11,000,000 shares of its common stock by selling stockholder SGF FANG Holdings, LP, with Diamondback receiving no proceeds. The selling stockholder granted underwriters a 30-day option to purchase up to an additional 1,650,000 shares to cover over-allotments. Evercore ISI, Citigroup, and J.P. Morgan are acting as joint book-running managers.

• ·Announcement date: March 10, 2026
• ·SEC filing date: March 12, 2026
• ·Headquartered in Midland, Texas, focused on Permian Basin
• ·Investor contact: Adam Lawlis, +1 432.221.7467, alawlis@diamondbackenergy.com

12-03-2026

Xenon Pharmaceuticals Inc. entered into an underwriting agreement on March 10, 2026, for a public offering of 12,236,843 common shares at $57.00 per share and 877,194 pre-funded warrants at $56.9999 each, with the underwriters exercising their full 30-day option for an additional 1,710,526 shares. The offering closed on March 12, 2026, generating net proceeds of approximately $707.7 million after underwriting discounts, commissions, and estimated expenses. No declines or flat metrics reported in this financing event.

• ·Offering conducted under shelf registration statement on Form S-3ASR (File No. 333-281451) filed August 9, 2024.
• ·Pre-Funded Warrants include cashless exercise option and adjustments for share dividends, splits, or fundamental transactions.
• ·Underwriting agreement includes customary indemnification and termination provisions.

12-03-2026

Hasbro, Inc. completed a registered public offering of $400M aggregate principal amount of 4.650% senior unsecured notes due March 12, 2031, pursuant to its shelf registration statement. The notes bear interest at 4.650% per annum, with optional redemption features prior to February 12, 2031, at the greater of Treasury Rate plus 15 basis points or 100% of principal, and at 100% thereafter. This issuance creates a new direct financial obligation, with an underwriting agreement dated March 5, 2026.

• ·Base Indenture dated March 15, 2000, supplemented by Eighth Supplemental Indenture dated March 12, 2026.
• ·Par Call Date: February 12, 2031.
• ·Covenants restrict secured debt and sale-leaseback transactions; customary events of default apply.

12-03-2026

BCP Investment Corporation (formerly Portman Ridge Finance Corporation), acting as Portfolio Manager, executed the Third Amendment to the Loan and Security Agreement on March 9, 2026, increasing the Financing Commitment for Advances (excluding Bridge Advance) to $125M from $115M prior to any Commitment Increase Date. The amendment also reduces the Minimum Funding Amount from $140M to $87.5M for the period from the Third Amendment Effective Date to the last day of the Reinvestment Period, while waiving the 1.00% prepayment premium otherwise due on the Third Amendment Prepayment. No Events of Default or Market Value Events have occurred as certified.

• ·Original Loan and Security Agreement dated December 18, 2019; First Amendment April 29, 2022; Second Amendment July 23, 2024.
• ·Governed by laws of the State of New York.
• ·Certifications confirm no Market Value Event or Event of Default as of March 9, 2026, and all representations and warranties true and correct.

12-03-2026

Global Payments Inc. completed a $1B public offering on March 12, 2026, issuing $500M of 4.550% Senior Notes due March 15, 2028, and $500M of 5.400% Senior Notes due March 15, 2033, via Supplemental Indenture No. 8 with U.S. Bank Trust Company. Net proceeds will fully repay $4.800% notes due April 2026 and reduce borrowings under the revolving credit facility maturing May 2030. The unsecured senior notes pay interest semi-annually starting September 15, 2026, with optional redemption at treasury rate plus 15 basis points (2028 Notes) or 25 basis points (2033 Notes).

• ·Registration Statement on Form S-3 (File No. 333-291270) effective November 5, 2025.
• ·Notes rank equally with other unsecured unsubordinated indebtedness.
• ·Change of Control Repurchase Event allows holders to require repurchase at 101% of principal.
• ·Indenture includes covenants limiting secured indebtedness on principal properties (none currently exist).
• ·Minimum note denomination: $2,000 or integral multiples of $1,000.

12-03-2026

Integer Holdings Corporation appointed James Flanagan, former COO of PwC, and Aaron Kapito, Partner at Politan Capital Management, as independent directors to its Board, in connection with a cooperation agreement with Irenic Capital Management. Consistent with board succession, two existing directors will not stand for re-election at the annual stockholder meeting. The company expressed optimism for organic sales growth returning to market levels in 2026 and above-market in 2027, with no current period financial metrics or declines reported.

• ·James Flanagan has 39 years of experience, including US Financial Services Practice Leader at PwC (2006-2014).
• ·Aaron Kapito previously worked at Lion Point Capital (2018-2021), Delonix Capital (2016-2017), and Elliott Management (2011-2016).
• ·Irenic agreed to customary standstill, voting, confidentiality, and other provisions; full agreement to be filed as 8-K exhibit.
• ·Advisors: Goldman Sachs (financial), Davis Polk (legal) for Integer; Willkie Farr (legal), Longacre Square (strategy/comms) for Irenic.

12-03-2026

Incannex Healthcare Inc. (IXHL) released an investor presentation highlighting its clinical pipeline, including positive topline Phase 2 RePOSA data for IHL-42X in OSA reported in August 2025, showing up to 83% AHI reduction, significant ODI improvements, and strong patient-reported outcomes with no serious adverse events. The company reports approximately $70M cash on hand as of December 2025 and targets large markets like OSA ($4.5B global), GAD ($2.14B global), and RA ($25B global). While pipeline shows promise with completed studies for PSX-001 and IHL-675A, all programs remain in Phase 2/3 development without commercialization timelines confirmed.

• ·RePOSA Phase 2: 121 subjects at 16 U.S. sites, AHI >=15, PAP non-compliant/intolerant/naïve.
• ·IHL-42X Phase 2: Greater AHI and ODI reductions vs placebo (p<0.05); up to 83% max AHI reduction.
• ·58% of RePOSA participants reported OSA improvement, with ~90% finding it meaningful to daily life.
• ·No serious adverse events in IHL-42X trials; events mostly mild/moderate.

12-03-2026

Aptera Motors Corp. (NASDAQ: SEV) announced the immediate exercise of existing warrants for 3,167,500 shares of Class B Common Stock, generating approximately $6.3 million in gross proceeds before fees. In consideration, the company issued new unregistered warrants for 4,751,250 shares at $3.50 per share, immediately exercisable and expiring in five years, with closing expected on or about March 13, 2026. Combined with recent warrant exercises, aggregate gross proceeds total $8.1 million, intended for working capital, general corporate purposes, and advancing validation vehicle manufacturing and testing.

• ·Transaction conducted as private placement under Section 4(a)(2) of the Securities Act and/or Regulation D
• ·Company to file SEC registration statement for resale of shares issuable upon exercise of new warrants
• ·A.G.P./Alliance Global Partners acting as exclusive financial advisor

12-03-2026

Xilio Therapeutics, Inc. filed a Certificate of Amendment to its Restated Certificate of Incorporation, increasing authorized shares to 605M total (600M common stock and 5M preferred stock, both with $0.0001 par value). The amendment implements a 1-for-14 reverse stock split of common stock effective at 5:00 p.m. ET on March 13, 2026, reclassifying every 14 shares into 1 share with cash payments in lieu of fractional shares based on the Nasdaq closing price from the prior trading day multiplied by 14. This corporate action was approved by the board and stockholders but signals potential compliance needs, such as maintaining Nasdaq listing standards.

• ·Par value per share remains $0.0001 for both common and preferred stock post-amendment.
• ·Existing stock certificates or book entries automatically represent post-split shares without surrender, though new book entries issued upon certificate surrender.
• ·No fractional shares issued; cash payment calculated as fractional share entitlement × (prior day Nasdaq close × 14).

12-03-2026

Esquire Financial Holdings, Inc. disclosed a Form of Voting Agreement dated March 11, 2026, with shareholders of Signature Bancorporation, Inc., supporting the Agreement and Plan of Merger under which ESQ Merger Sub, Inc. (Esquire's wholly-owned subsidiary) will merge into Signature, followed immediately by Signature merging into Esquire. Shareholders commit to voting their Owned Shares in favor of the mergers, not transferring shares without consent, and refraining from soliciting or supporting alternative acquisition proposals. No financial terms or shareholder ownership quantities are specified in the agreement.

• ·Voting Agreement terminates automatically upon termination of the Merger Agreement, Effective Time, or mutual written agreement of parties.
• ·Shareholders waive appraisal or dissenters' rights with respect to Owned Shares to the extent permitted by law.

12-03-2026

CXApp Inc. failed to regain compliance with Nasdaq's $1.00 minimum bid price requirement by March 10, 2026, after an initial 180-day period following the September 11, 2025 notice. However, Nasdaq granted an additional 180-day extension until September 7, 2026, allowing the common stock to continue trading on the Nasdaq Capital Market, based on meeting other listing criteria and the company's intent to cure via reverse stock split if necessary. There is no assurance of regaining compliance, with potential delisting and appeal if unsuccessful.

• ·Initial noncompliance notice received September 11, 2025, for 30 consecutive business days below $1.00 bid price.
• ·Compliance requires $1.00 closing bid price for minimum 10 consecutive trading days.
• ·Company qualifies as emerging growth company.

12-03-2026

ECD Automotive Design, Inc. entered into a Contribution, Amendment, Exchange Agreement and Plan of Reorganization dated March 11, 2026, under which ATW Classic Equity LLC (a subsidiary of Defender SPV LLC) contributed and exchanged 3,633 Series C Preferred Shares for 207,008,547 shares of Common Stock at an exchange rate of $0.0176 per share, pursuant to Section 3(a)(9) exemption. This transaction massively dilutes existing common shareholders, with pre-issuance outstanding Common Stock at only 20,473,117 shares out of 1,000,000,000 authorized. The company had been deactivated by Delaware on March 1, 2026, but was reactivated on March 11, 2026, prior to the agreement.

• ·Exchange conducted under Section 3(a)(9) exemption from Securities Act registration
• ·Intended to qualify as recapitalization and reorganization under IRC Section 368(a)(1)(E)
• ·Company in good standing with Delaware as of March 11, 2026, after reactivation
• ·No commissions paid in connection with the exchange