US Corporate Distress Financial Stress SEC Filings — May 05, 2026

USA Corporate Distress & Bankruptcy

48 high priority48 total filings analysed

Executive Summary

Across 48 filings in the USA Corporate Distress & Bankruptcy stream (38 new), distress signals cluster in micro-cap Nasdaq/NYSE compliance failures (7 companies citing bid price < $1 or equity < $2.5M), plant closures, and widening losses (e.g., Rayonier sales -10% YoY, net loss doubled), but are overshadowed by 20+ positive catalysts including M&A/divestitures (12 deals totaling $2B+ value), debt refinancings/extensions (8 instances extending maturities 3-5 years), equity offerings ($500M+ raised), and guidance raises (INTEST FY rev to $130-135M, DigitalOcean FY26 +26%, ONITY ROE 10-15%). Period trends show revenue growth averaging +18% YoY in reporting firms (e.g., INTEST +27%, Bowhead premiums +24%, DigitalOcean +22%), margin expansions in 6/15 cases (INTEST +400bps gross), but compressions/declines in others (BrightView Development EBITDA -44%, Rayonier op loss widened); no insider trades reported, capital allocation favors growth/reinvestment over buybacks/dividends. Portfolio-level: Small-cap distress creates short opportunities, while mid-caps pursue consolidation/deleveraging for resilience. Implications: Monitor delisting risks for downside, pivot to M&A plays for alpha amid improving liquidity.

Tracking the trend? Catch up on the prior US Corporate Distress Financial Stress SEC Filings digest from April 28, 2026.

Investment Signals(12)

  • Q1 rev +27.2% YoY/$33.9M, gross margin +400bps to 45.5%, FY26 rev guidance raised to $130-135M (from prior), backlog +35.5% YoY

  • MSA Safety(BULLISH)

    $555M Autronica acquisition (20% EBITDA margin target, EPS accretive Yr1), expands to $3B TAM, Q3 2026 close

  • Q1 rev +22% YoY/$258M, ARR +22% to $1.03B, AI ARR +221%, FY26 rev guidance to 26%/$1.13-1.145B, FY27 >50%

  • Q1 GWP +24% YoY/$217M, NI +40%/$16M, combined ratio improved to 95.3% (-190bps), ROE 14.1% (+210bps YoY)

  • New $300M credit facility (Rev $125M + Term $175M), saves >$35M interest life-of-loan, maturities to 2031 vs prior

  • PRA Group(BULLISH)

    €730M Euro credit extended to Apr 2031 (from Nov 2027), no pricing/commitment changes, supports PRA 3.0 strategy

  • Nasdaq bid price < $1 for 30 days, transferred to Capital Market, 2nd 180-day compliance to Nov 2 2026, delisting risk

  • NYSE equity non-compliance notice, plan due May 29 2026, cure to Jan 2027, merger LOI with Medterra unclosed

  • Q1 sales -10% YoY/$319M, net loss $81M (vs $32M loss), HPC op loss $43M (vs $20M income), leverage 4.3x

  • BrightView(BEARISH)

    Q2 net service rev +6.1% YoY but Development rev -13%, EBITDA -44.2%, op cash 6M -$45.7% YoY

  • Q1 rev +18% YoY/$294M but adj pre-tax loss $6M, ROE guidance cut to 10-15% (from 13-15%) on FHA delinquencies

  • Stockholders' equity < $2.5M (10-K Dec 2025), Nasdaq notice, plan due Jun 13 2026, extension to Oct 26

Risk Flags(8)

  • Nasdaq Rule 5450(a)(1) non-compliance (bid < $1 30 days), 2nd period to Nov 2 2026, reverse split planned

  • NYSE continued listing failure, plan due May 29 2026, cure to Jan 29 2027, delisting if unmet

  • Nasdaq < $1 bid 30 days (Apr 30 notice), 180 days to Oct 27 2026, reverse split eval, delist risk

  • Equity < $2.5M + alt standards fail (10-K FY25), plan due Jun 13 2026, ext to Oct 26

  • Equity $1.92M < $2.5M (Dec 2025), plan due Jun 13 2026, ext to Oct 26 despite $1.7M stock sale

  • Cabo Brazil facility cease by Jun 30 2026, $43M pre-tax charges (Q2 majority), no sale contract

  • Q1 sales -10% YoY, net loss doubled to $81M on $41M idling charges, reviewing strategic alts amid interest

  • 6M FY26 op cash -45.7% YoY to $82.3M, FCF -$24.5M (vs +$67M), capex +23%

Opportunities(10)

  • 69% rev non-semi, backlog $51.8M (+35.5% YoY, 50% ship >Q2), Q2 rev $32-34M on market upturn

  • MSA Safety/M&A(OPPORTUNITY)

    $555M Autronica buy (2025 rev $160M/20% EBITDA), TAM $3B+, funded cash/borrowings, close Q3 2026

  • $107.5M shallow water sale closed May 1, sharpens deepwater focus pre-Hornbeck merger

  • Vireo Growth/M&A(OPPORTUNITY)

    All-stock Fluent buy (0.07x ratio), adds 74 FL stores/$71.5M 2025 rev, close Q4 2026 post-approval

  • AI ARR +221% to $170M, RPO $243M (+17x YoY), acquired Katanemo, +60MW capacity

  • $300M facility at SOFR+275bps saves $6M/yr interest, accordion $150M, on strong ops

  • $5.1B UPB HECM MSRs + pipeline from Onity, employee hires May/Jul, GNMA consent

  • $80.9M cash deal ($17.25/sh), combines to $7B assets/24 branches, close Q3 2026

  • Clene/Raise(OPPORTUNITY)

    $7M direct offering at $7/sh funds NDA CNM-Au8, Ph3 trial, mfg expansion into 2028

  • Scilex/Spinout(OPPORTUNITY)

    ACEA Pharma to Phoenix for $1B (100M sh), ACEA owns 82% post-close end-Q2 2026

Sector Themes(6)

  • Nasdaq Delisting Pressures in Micro-Caps(BEARISH CLUSTER)

    5/48 filings (PLAYSTUDIOS, VenHub, Envirotech, Versus, SPLASH proxy) cite bid/equity deficiencies, 180-day cures to Oct/Nov 2026, signaling distress in low-float tech/EV/gaming vs resilient mid-caps

  • M&A/Divestitures Acceleration(BULLISH CONSOLIDATION)

    12 deals ($2B+ value, e.g., MSA $555M, Scilex $1B, Vireo $71M rev add), Q3/Q4 closes dominant, sharpens focus (HELIX, ConnectM), accretive EPS

  • Debt Refinancing/Extensions Prevalent(DELEVERAGING TREND)

    8 amendments (PRA to 2031, Alphatec 2031, Greenbrier 2032, Avis expiry +1-2yrs), saves $35M+ interest aggregate, no pricing hikes

  • Equity Financings Surge(LIQUIDITY BOOST)

    10+ raises ($500M+, e.g., Aura $281M net, Datavault $60M, Reborn $21M), funds ops/mfg/NDA despite dilution, insiders participate (PURE Bio)

  • Mixed Q1 Revenue/Margins

    10/15 reporters +15-27% YoY rev (INTEST/Bowhead/DO avg +22%), margins expand +400bps in 40% (INTEST) but compress in landscaping/materials (-44% EBITDA subsets) [GROWTH vs COST PRESSURES]

  • Guidance Mostly Upward(CATALYST RICH)

    6 raises/reaffirms (INTEST FY +5-10%, DO 26-50%, ONITY ROE 10-15%), FY26 EBITDA >2025 (Rayonier), positive FCF expected

Watch List(8)

Filing Analyses(48)
INTEST CORP8-Kmixedmateriality 9/10

05-05-2026

InTest Corporation reported Q1 2026 revenue of $33.9 million, up 27.2% YoY from $26.6 million and 3.2% QoQ from $32.8 million, driven by growth in Defense/Aerospace, Life Sciences, Auto/EV, and Semi, though partially offset by lower Industrial QoQ and Other YoY. Gross margin expanded to 45.5% (up 400 bps YoY), with net earnings of $0.8 million ($0.06 EPS) versus a prior-year loss, but orders of $31.8 million grew 25.4% YoY while declining 15.2% QoQ, and backlog of $51.8 million rose 35.5% YoY but fell 3.9% QoQ. The company raised full-year 2026 revenue guidance to $130-135 million and Q2 revenue to $32-34 million on improving market conditions.

  • ·69% of Q1 2026 revenue from non-semiconductor end markets
  • ·Approximately 50% of backlog expected to ship beyond Q2 2026
  • ·Cash down $2.4M QoQ to $15.7M; term debt reduced by $1.0M
  • ·$30.0M available under delayed draw term loan; no REVOLVER borrowings
  • ·$2.8M U.S.-based debt outstanding at Q1 end; facility amended May 4, 2026 to extend draws to Aug 28, 2026
  • ·Q2 2026 guidance: revenue $32-34M, gross margin ~45%, op ex $13.8-14.2M
  • ·FY 2026 guidance: op ex $55-57M, amortization $2.6M, interest $0.3M, tax rate ~18%, capex 1-2% of revenue
MSA Safety Inc8-Kpositivemateriality 9/10

05-05-2026

MSA Safety Incorporated (NYSE: MSA) has entered a definitive agreement to acquire Autronica Fire and Security for approximately $555 million, expanding its fire and gas detection capabilities into a $3 billion+ total addressable market. Autronica reported $160 million in 2025 revenue with a 20% adjusted EBITDA margin, employs about 500 people, and is expected to be accretive to MSA's adjusted EPS in the first full year post-acquisition. The transaction aligns with MSA's Accelerate strategy, with closing anticipated in Q3 2026 subject to approvals.

  • ·Expected closing in third quarter of 2026, subject to customary conditions and regulatory approvals
  • ·Funded through combination of cash on hand and borrowings under existing credit facility
  • ·Autronica headquartered in Trondheim, Norway; founded in 1957
  • ·MSA Safety headquartered in Cranberry Township, Pennsylvania; founded in 1914
CH4 Natural Solutions Corp8-Kpositivemateriality 10/10

05-05-2026

CH4 Natural Solutions Corporation, a SPAC sponsored by affiliates of Riverstone Earth LLC, announced the pricing of its IPO of 20,000,000 units at $10.00 per unit, for gross proceeds of $200,000,000. Units will trade on the NYSE under ticker MTNE.U starting May 1, 2026, with separate trading of Class A ordinary shares (MTNE) and warrants (MTNE.WS) to follow; Santander serves as sole book-running manager. The underwriters have a 45-day option to purchase up to 3,000,000 additional units.

  • ·IPO registration statement declared effective by SEC on April 30, 2026
  • ·Units consist of one Class A ordinary share and one-half of one redeemable warrant
  • ·Company focuses on merger targets with real-asset footprint in nature-based systems, agriculture, land management, energy and industrial supply chains
HELIX ENERGY SOLUTIONS GROUP INC8-Kpositivemateriality 8/10

05-05-2026

Helix Energy Solutions Group, Inc. (NYSE: HLX) sold all equity interests in its Gulf of America-focused Shallow Water Abandonment business to C-Dive, LLC (Chouest group) for $107.5 million cash at closing, adjustable for working capital and other expenses; the deal was signed and closed on May 1, 2026. This divestiture sharpens Helix's strategic focus on deepwater well intervention, decommissioning, robotics, and offshore services, aligning with its proposed merger with Hornbeck Offshore Services, Inc. No declines or flat metrics are reported in the announcement.

  • ·Transaction supports focus on deepwater operations, robotics, well intervention, and decommissioning
  • ·Helix achieved record financial performance in the divested business since acquisition
  • ·SEC filings referenced: Form 10-K (filed Feb 26, 2026), 10-Qs, proxy for 2026 annual meeting (filed Apr 1, 2026), upcoming Form S-4
Ingredion Inc8-Knegativemateriality 8/10

05-05-2026

Ingredion Incorporated committed to a plan on May 1, 2026, to cease operations at its Cabo, Brazil manufacturing facility by June 30, 2026, and expects to sell the facility and property. The company anticipates pre-tax non-recurring charges of $43 million, including $36 million in non-cash impairment charges for fixed assets and inventory write-downs, and $7 million in cash expenditures for employee-related costs, severance, and other termination costs. The majority of charges are expected in Q2 2026, with the remainder through Q1 2027.

  • ·Facility located in Cabo, Brazil
  • ·No contract of sale entered as of report date (May 5, 2026)
  • ·Estimates subject to assumptions; actual charges may differ
ONITY GROUP INC.8-Kmixedmateriality 9/10

05-05-2026

Onity Group Inc. reported Q1 2026 net income attributable to common stockholders of $7 million (diluted EPS $0.74, ROE 4%), with total revenue up 18% YoY to $294 million, adjusted revenue up 26% YoY to $278 million, originations volume up 2x to $14 billion, and ending servicing UPB up 11% to $338 billion. However, the company posted an adjusted pre-tax loss of $6 million (annualized adjusted ROE of -4%) due to mortgage interest rate volatility, higher-than-expected refinancing activity, and elevated FHA delinquencies. Updated 2026 adjusted ROE guidance to 10%-15% from prior 13%-15%, while reaffirming servicing UPB growth, MSR hedge effectiveness, and operating efficiency.

  • ·Book value per share of $75, up $17 vs Q1 2025.
  • ·Servicing advances reduced 28% to $431M while owned forward servicing UPB grew 32% since Q1 2024.
  • ·Funded recapture volume up 4x vs Q1 2025.
  • ·Raised additional $200M from high yield debt offering.
DigitalOcean Holdings, Inc.8-Kmixedmateriality 9/10

05-05-2026

DigitalOcean reported Q1 2026 revenue of $258 million, up 22% YoY, with ARR reaching $1,032 million (+22% YoY), AI Customer ARR at $170 million (+221% YoY), and Million+ Dollar Customer ARR at $183 million (+179% YoY), while delivering record $62 million in incremental organic ARR. However, net income fell 59% YoY to $16 million and operating income declined 3% YoY to $37 million, with net cash from operating activities dropping to $47 million (18% margin) from $64 million (30% margin) in Q1 2025. The company raised its FY2026 revenue growth outlook to 26% ($1.130-$1.145 billion) and FY2027 to over 50%, launched DigitalOcean AI-Native Cloud, acquired Katanemo Labs, and added 60 MW of data center capacity.

  • ·RPO of $243 million as of Q1 2026, with $167 million expected over next 12 months (vs $14 million in Q1 2025).
  • ·$100K+ customers represent 30% of total revenue.
  • ·$500K+ and $1M+ customers represent 21% and 18% of total revenue, respectively.
  • ·Added approximately 60 MW of incremental committed data center capacity coming online throughout 2027.
  • ·Completed follow-on offering of 11.9 million shares.
Bowhead Specialty Holdings Inc.8-Kpositivemateriality 9/10

05-05-2026

Bowhead Specialty Holdings Inc. reported robust Q1 2026 financial results, with gross written premiums surging 24.0% YoY to $216.7 million, led by 313.9% growth in Baleen Specialty to $11.4 million and increases in Casualty (20.4% to $147.3 million), Healthcare Liability (28.0% to $30.4 million), and Professional Liability (6.4% to $27.7 million). Net income rose 40.1% to $16.0 million, supported by a 43.5% increase in net investment income to $18.0 million and an improved expense ratio of 28.4% (down 2.0 points YoY), resulting in a combined ratio of 95.3% (improved from 97.3%); however, the loss ratio remained flat at 66.9% YoY.

  • ·Book value per share $13.98 and diluted book value per share $13.80 as of March 31, 2026.
  • ·Investment portfolio book yield 4.6% and new money rate 4.7%; weighted average effective duration 3.2 years; average rating 'AA-'.
  • ·Return on equity 14.1% and adjusted return on equity 14.1% for Q1 2026 (up from 12.0% and 12.1% YoY).
  • ·Ceded written premiums increased 31.5% YoY to $76.4 million.
  • ·Interest expense and financing fees $3.2 million, up 1180.2% YoY.
BrightView Holdings, Inc.8-Kmixedmateriality 9/10

05-05-2026

BrightView reported Q2 FY26 net service revenues up 6.1% YoY to $702.9 million, driven by 4.0% growth in Landscape Maintenance revenue to $333.0 million and 28.5% surge in Snow Removal to $221.6 million, achieving record Adjusted EBITDA of $79.1 million (up 7.6%, margin 11.3%). However, net income declined 73.4% to $1.7 million (margin 0.2%), and Development Services revenue fell 13.0% to $149.6 million with Adjusted EBITDA down 44.2% (margin 6.4%). The company raised FY26 total revenue guidance to $2.745-$2.795 billion and Land Maintenance to +2% to +3% growth, but lowered Development Services to -5% to 0%; it also repriced its revolving credit facility and repurchased 1.1 million shares.

  • ·6M FY26 net cash provided by operating activities $82.3M, down 45.7% YoY
  • ·6M FY26 Adjusted Free Cash Flow $(24.5)M, down from $67.0M inflow YoY
  • ·6M FY26 capital expenditures $113.5M, up 23.0% YoY (8.6% of revenue)
  • ·Total Net Financial Debt to Adjusted EBITDA ratio 2.5x as of March 31, 2026 (up from 2.3x at Sep 30, 2025)
  • ·FY26 Development Services revenue guidance revised down to ~ (5%) to ~ 0% from ~ 0% to ~ +2%
PLAYSTUDIOS, Inc.8-Knegativemateriality 9/10

05-05-2026

PLAYSTUDIOS, Inc. failed to comply with Nasdaq Listing Rule 5450(a)(1) as its Class A common stock closing bid price remained below $1.00 per share for 30 consecutive business days, missing the first 180-day compliance period ending May 4, 2026. Nasdaq approved transfer of its Listed Securities (MYPS and MYPSW) to the Nasdaq Capital Market effective May 6, 2026, granting a second 180-day period until November 2, 2026, to achieve $1.00 per share for ten consecutive business days. The company plans to consider a reverse stock split if necessary, but faces delisting risk if unsuccessful.

  • ·Initial non-compliance notice received November 5, 2025.
  • ·Transfer application submitted to Nasdaq on April 7, 2026.
  • ·Compliance requires $1.00 bid price for minimum of ten consecutive business days.
  • ·Reverse stock split, if implemented, must complete no later than ten business days before November 2, 2026.
  • ·Failure to comply by November 2, 2026 may lead to delisting notice, subject to appeal.
SPLASH BEVERAGE GROUP, INC.8-Kmixedmateriality 9/10

05-05-2026

Splash Beverage Group, Inc. received an NYSE notice on April 29, 2026, stating non-compliance with minimum shareholders’ equity continued listing standards, requiring a compliance plan submission by May 29, 2026, with a potential cure period to January 29, 2027. The company has entered a letter of intent for a potential business combination (Merger) with Medterra CBD, LLC, delivering a draft merger agreement and awaiting comments, which it hopes will aid compliance restoration. While facing delisting risk, management emphasizes balance sheet strengthening amid forward-looking uncertainties including capital needs and third-party approvals.

  • ·Merger subject to due diligence, definitive Merger Agreement, shareholder approval, repayment of Medterra’s indebtedness, lender agreement on warrants, and third-party consents.
  • ·Risk factors detailed in Form 10-K for year ended December 31, 2025.
PRA GROUP INC8-Kpositivemateriality 8/10

05-05-2026

PRA Group, Inc. amended and extended its European Credit Agreement on April 30, 2026, maintaining the €730 million commitment and pushing maturity to April 2031 from the original November 2027. This action supports the PRA 3.0 strategy by staggering debt maturities, with no maturities until 2028 and ample liquidity. CFO Rakesh Sehgal noted the continued support from lending partners with no changes to commitment level or pricing.

  • ·Original maturity date: November 2027
  • ·Investor contact: (757) 431-7913, IR@PRAGroup.com
Vireo Growth Inc.8-Kpositivemateriality 9/10

05-05-2026

Vireo Growth Inc. (VREOF) announced an all-stock acquisition of FLUENT Corp. (CNTMF), with FLUENT shareholders receiving 0.0705359 Vireo subordinate voting shares per FLUENT share, expected to expand Vireo's Florida operations to approximately 74 stores and 144,000 square feet of cultivation/production canopy following regulatory approvals. FLUENT's Florida operations generated approximately $71.5 million in revenue in 2025, and the deal includes a $30 million debt equitization and an operating budget for right-sizing non-core assets and cost reductions. The transaction has unanimous board approvals (with abstentions), a fairness opinion, and 38.3% voting support but remains subject to shareholder vote in Q2 2026, regulatory approvals, and court sanction, with closing targeted for Q4 2026.

  • ·FLUENT operates in Florida, New York, and Texas with 8 cultivation/manufacturing facilities and 35 active retail locations.
  • ·Transaction approved unanimously by FLUENT Board (interested directors abstaining) and Vireo Board (one interested director abstaining), supported by independent fairness opinion from ATB Cormark.
  • ·Chris Hagedorn resigned from FLUENT Board effective with announcement.
  • ·Expected FLUENT shareholder meeting in Q2 2026 requiring 2/3 approval and majority of minority if applicable.
Unusual Machines, Inc.8-Kpositivemateriality 9/10

05-05-2026

Unusual Machines, Inc. (NYSE American: UMAC) initiated approximately $75 million in strategic purchase orders for materials and inventory across its NDAA-compliant drone component product lines to support expanding production and supply chain scalability. The company recently raised approximately $150 million to fund these investments, positioning it to meet demand from U.S. drone procurement programs like the Department of War’s Drone Dominance efforts over the next 12 months. CEO Allan Evans highlighted the focus on overcoming supply chain constraints amid strong market demand.

  • ·Global drone accessories market currently valued at $17.5B, projected to top $115B by 2032 per Fact.MR.
  • ·Company retails through Rotor Riot ecommerce store and seeks to be Tier-1 parts supplier in U.S. drone industry.
Finance of America Companies Inc.8-Kpositivemateriality 8/10

05-05-2026

Finance of America Reverse LLC, an indirect subsidiary of Finance of America Companies Inc., entered into an amendment on April 30, 2026, to prior agreements with Onity Mortgage Corporation for the acquisition of mortgage servicing rights (MSRs) on approximately 20,000 HECM loans with a $5.1 billion unpaid principal balance as of March 31, 2026, along with OMC's reverse mortgage loan pipeline as of closing. FAR will assume certain OMC US-based reverse originations employees in May and July 2026, and pay the estimated book value of the assets at closing subject to adjustments. OMC will subservicer the MSRs for three years with automatic one-year renewal, while discontinuing its reverse originations business except for recapture activities; the deal is subject to GNMA consent and customary conditions, with termination possible by August 1, 2026.

  • ·Amendment dated April 30, 2026, modifies Asset Purchase Agreement and Reverse Mortgage Servicing Rights Purchase and Sale Agreement originally dated November 17, 2025.
  • ·OMC subservicing agreement: three-year term with automatic one-year renewal unless 180 days' non-renewal notice.
  • ·FAR to assume certain US-based reverse originations employees in May 2026 and additional in July 2026.
  • ·Transaction subject to GNMA consent without adverse modifications and customary closing conditions.
  • ·Either party may terminate if not consummated by August 1, 2026.
CommScope Holding Company, Inc.8-Kneutralmateriality 9/10

05-05-2026

CommScope Holding Company, Inc., through its subsidiary Vistance Networks, Inc. (Seller), entered into a Purchase Agreement dated April 29, 2026, with Belden Inc. (Buyer) to sell the RUCKUS reporting segment, including Purchased Assets, Purchased Shares, and Assumed Liabilities. The transaction encompasses the design, production, and sale of specified product categories, excluding Shared Services, subject to customary representations, warranties, covenants, and closing conditions. No purchase price or financial terms are disclosed in the provided filing excerpt.

  • ·Agreement Date: April 29, 2026
  • ·Filing Date: May 05, 2026
  • ·Reference balance sheet date: December 31, 2025
  • ·Transaction structure: Asset Purchase and Share Purchase
ENZON PHARMACEUTICALS, INC.8-Kneutralmateriality 7/10

05-05-2026

Viskase Holdings, Inc. (formerly Enzon Pharmaceuticals, Inc.) announced that its Board adopted a Section 382 Rights Plan (Tax Benefits Preservation Plan) to protect significant U.S. federal and state NOL carryforwards and tax credits from limitation due to an ownership change under Section 382 of the Internal Revenue Code. The plan deters any person or group from acquiring beneficial ownership of 4.9% or more of outstanding common stock (or increasing existing stakes above that for current 5% holders), with rights becoming exercisable to allow other shareholders to acquire shares at a 50% discount. The plan expires on May 4, 2029, unless terminated earlier, and includes Board discretion to exempt transactions or persons.

  • ·Ownership change under Section 382 occurs if 5%+ stockholders collectively increase aggregate ownership by more than 50% over a three-year period.
  • ·Current 4.9%+ owners may retain shares but cannot acquire additional shares without triggering the plan.
  • ·Rights initially trade with common stock and Board may exempt persons or transactions.
AMKOR TECHNOLOGY, INC.8-Kneutralmateriality 9/10

05-05-2026

Amkor Technology, Inc. entered into an additional call option transaction confirmation (capped call) with a dealer, related to its issuance of 0.000% Convertible Senior Notes due 2031 with an aggregate initial principal amount of USD 1,000,000,000, potentially increasing by up to USD 150,000,000 upon exercise of the initial purchasers' option. The transaction features a strike price of USD 106.3683, cap price of USD 139.5000, Free Convertibility Date of April 15, 2031, and Expiration Date of July 15, 2031. This supplements the base call option confirmation dated April 30, 2026, under an ISDA agreement tied to the notes' indenture dated May 5, 2026.

  • ·Indenture dated May 5, 2026 with U.S. Bank Trust Company, National Association as trustee
  • ·Offering Memorandum dated April 30, 2026
  • ·Option Entitlement: product of Applicable Percentage and 9.4013
  • ·Exchange: Nasdaq Global Select Market
Alphatec Holdings, Inc.8-Kpositivemateriality 9/10

05-05-2026

Alphatec Holdings, Inc. (ATEC) entered into a new credit facility including a $125M revolving credit facility and $175M Term Loan A, led by JPMorgan Chase Bank, N.A. and TD Securities (USA) LLC, refinancing existing debt with Braidwell LP, Pharmakon Advisors LP, and MidCap Financial Trust. The facility simplifies capital structure, reduces borrowing costs with SOFR + 275 bps rate, extends maturities to 2031, and is expected to save more than $6M in annual interest expense and over $35M over its life, with a $150M accordion feature. No declines or flat metrics reported; transaction reflects strong operating performance.

  • ·Maturities extended to 2031.
  • ·Additional information including credit agreement to be filed in subsequent 8-K.
  • ·Company vision: Standard Bearer in Spine.
Brixmor Operating Partnership LP8-Kneutralmateriality 8/10

05-05-2026

Brixmor Operating Partnership LP entered into an underwriting agreement dated April 30, 2026, with representatives J.P. Morgan Securities LLC, PNC Capital Markets LLC, Scotia Capital (USA) Inc., and TD Securities (USA) LLC for the issuance and sale of $400,000,000 aggregate principal amount of 5.375% Senior Notes due 2036. The notes will be issued under an Indenture dated January 21, 2015, as supplemented by the Sixteenth Supplemental Indenture dated May 5, 2026, with The Bank of New York Mellon as trustee. No financial performance metrics or period-over-period comparisons are provided in the filing.

  • ·Preliminary prospectus supplement dated April 30, 2026
  • ·Base Prospectus dated October 28, 2025
  • ·Base Indenture dated January 21, 2015
Ascend Wellness Holdings, Inc.8-Kneutralmateriality 4/10

05-05-2026

Ascend Wellness Holdings, Inc. retired all 65,000 outstanding shares of Class B Common Stock following their automatic conversion into an equal number of Class A Common Stock shares on May 4, 2026, pursuant to the Certificate of Incorporation. The Board of Directors adopted resolutions to retire these shares under Section 243(b) of the Delaware General Corporation Law, reducing total authorized common stock to 750,035,000 shares and authorized Class B shares to 35,000. This amends the Certificate of Incorporation originally filed on April 22, 2021, which authorized 760,100,000 total shares including 750,000,000 Class A, 100,000 Class B, and 10,000,000 Preferred.

  • ·Certificate of Incorporation originally filed April 22, 2021.
  • ·Conversion occurred pursuant to Article V, Section 5.1; retirement pursuant to Article V, Section 9.
RAYONIER ADVANCED MATERIALS INC.8-Kmixedmateriality 8/10

05-05-2026

Rayonier Advanced Materials reported Q1 2026 net sales of $319 million, down 10% YoY from $353 million, and a net loss of $81 million versus a $32 million loss in the prior year quarter, driven by $41 million non-cash idling charges and segment declines. High Purity Cellulose sales fell 6% to $263 million with operating loss of $43 million versus $20 million income YoY, while Paperboard & High Yield Pulp sales dropped 24% to $56 million; however, adjusted EBITDA was $8 million, cash from operations $32 million, and adjusted free cash flow $12 million. The company is reviewing strategic alternatives amid unsolicited interest, expects full-year 2026 EBITDA above 2025 and positive free cash flow, with total debt at $763 million and leverage at 4.3x.

  • ·Segment reorganization effective January 2026 into High Purity Cellulose and Paperboard & High Yield Pulp.
  • ·Isolated fire at Jesup, Georgia HPC plant B line in April 2026 with under $5 million impact; lines A, C resumed on schedule, B within one week.
  • ·Global liquidity $160 million including $68 million cash, $88 million ABL borrowing capacity, $4 million France factoring availability.
  • ·Conference call scheduled for May 6, 2026 at 9:00 a.m. ET.
MODINE MANUFACTURING CO8-Kneutralmateriality 8/10

05-05-2026

Modine Manufacturing Company entered into Amendment No. 2 to its Sixth Amended and Restated Credit Agreement on April 30, 2026, with Airedale International Air Conditioning Limited as co-borrowers and JPMorgan Chase Bank, N.A. as administrative agent. The amendment facilitates the separation, disposition, and spin-off of the Company's Performance Technologies business (PT Transaction) pursuant to an Agreement and Plan of Merger dated January 29, 2026, by permitting indebtedness incurrence by a new subsidiary with proceeds held in escrow and mandating prepayment of existing loans upon release. No financial metrics or performance changes were disclosed.

  • ·Original Credit Agreement dated July 10, 2025
  • ·Amendment filed as Exhibit 4.1
GREENBRIER COMPANIES INC8-Kpositivemateriality 8/10

05-05-2026

Greenbrier Companies, Inc. announced that its Greenbrier Leasing Company subsidiary entered into a new $425 million non-recourse term loan with improved pricing and terms, extending maturity to May 2032 from the prior loan's August 2027 expiration. At closing, $300 million will be drawn, with $125 million in delayed draw commitments planned for secondary market railcar purchases in fiscal 2026 to support lease fleet expansion, currently comprising approximately 16,800 railcars. This financing bolsters the strategic priority of growing recurring revenue through disciplined capital allocation.

  • ·Loan is non-recourse to parent company Greenbrier.
  • ·Prior leasing term loan matures in August 2027.
  • ·Headquartered in Lake Oswego, Oregon.
SPAR Group, Inc.8-Kpositivemateriality 8/10

05-05-2026

SPAR Group, Inc. (NASDAQ: SGRP) announced an agreement with co-founder and significant shareholder Robert G. Brown to resolve past disputes, with Brown now supporting the current leadership team, strategic plan, and committing to direct dialogue over public campaigns. This unification allows focus on executing strategy, improving profitability, and client relationships. Leadership highlighted encouraging business momentum and a recent partnership with ReposiTrak, Inc. to upgrade technology infrastructure.

  • ·Brown retains board representation and shareholder rights while refraining from undermining management.
  • ·Agreement dated May 5, 2026, as part of 8-K filing Items 1.01 and 9.01.
First Seacoast Bancorp, Inc.8-Kpositivemateriality 10/10

05-05-2026

Cambridge Financial Group, Inc., the mutual holding company of Cambridge Savings Bank, and First Seacoast Bancorp, Inc. (Nasdaq: FSEA), the holding company of First Seacoast Bank, entered into a definitive merger agreement valued at approximately $80.9 million, under which First Seacoast Bancorp shareholders will receive $17.25 in cash per share. First Seacoast Bank will merge into Cambridge Savings Bank, creating a combined branch network of 24 full-service offices, with Cambridge Savings Bank (approximately $7 billion in assets) as the surviving institution. The transaction is expected to close in Q3 2026, subject to regulatory and stockholder approvals.

  • ·Merger subject to customary closing conditions including regulatory approval and First Seacoast Bancorp stockholder approval
  • ·Piper Sandler & Co. serving as financial advisor to Cambridge Financial
  • ·Keefe, Bruyette & Woods rendered fairness opinion to First Seacoast Bancorp Board
  • ·Luse Gorman, PC serving as legal counsel to First Seacoast Bancorp
  • ·First Seacoast Bank founded in 1890 (135 years of operation); Cambridge Savings Bank nearly 200 years
UNITIL CORP8-Kpositivemateriality 7/10

05-05-2026

On April 30, 2026, Fitchburg Gas and Electric Light Company, a subsidiary of Unitil Corporation, entered into a Note Purchase Agreement and issued $23,000,000 of 5.62% Senior Unsecured Notes, Series 2026A due April 30, 2036, and $17,000,000 of 5.87% Senior Unsecured Notes, Series 2026B due April 30, 2041, to State Farm Life Insurance Company, State Farm Life and Accident Assurance Company, and CoBank, ACB. The net proceeds will be used to refinance existing debt on a consolidated basis and/or for general corporate purposes. The notes are offered to institutional investors under a Section 4(a)(2) exemption and contain customary covenants and events of default.

  • ·Notes issued pursuant to exemption from registration under Section 4(a)(2) of the Securities Act of 1933.
  • ·Certain purchasers or affiliates hold other indebtedness of Unitil or subsidiaries.
  • ·Filing incorporates Item 1.01 disclosure into Item 2.03 for direct financial obligation.
Inmune Bio, Inc.8-Kpositivemateriality 8/10

05-05-2026

INmune Bio Inc. (NASDAQ: INMB) and Anthony Nolan announced an amended and restated Material Transfer and License Agreement, effective April 29, 2026, expanding their CORDStrom™ MSC platform collaboration to secure long-term umbilical cord tissue supply for therapies targeting RDEB, oncology (CORDStrom-TRAIL), and inflammatory diseases like osteoarthritis and SLE. The partnership leverages Anthony Nolan's expertise to ensure MSC consistency, regulatory compliance (FDA, EMA, MHRA), and scalable off-the-shelf treatments. No financial terms were disclosed, and there are no reported declines or challenges in the announcement.

  • ·Initial Indications: Recessive Dystrophic Epidermolysis Bullosa (RDEB), CORDStrom-col7a for EB, solid tumors (oncology), Osteoarthritis, Systemic Lupus Erythematosus (SLE)
  • ·Agreement includes GMP and HTA standards for traceability and quality
  • ·Anthony Nolan helps four people per day with transplants
First Guaranty Bancshares, Inc.8-Kneutralmateriality 8/10

05-05-2026

On April 29, 2026, First Guaranty Bank, a wholly-owned subsidiary of First Guaranty Bancshares, Inc., repurchased three properties (two stand-alone branches and a portion of the headquarters building) from FGB Partners, LLC for an aggregate cash purchase price of $14,770,000, terminating the absolute net lease agreements from a prior sale-leaseback transaction dated June 28, 2024. FGB Partners is wholly owned by related parties: Douglas V. Reynolds (shareholder and son of Chairman Marshall T. Reynolds), Edgar Ray Smith III (director and significant shareholder), and the Estate of William K. Hood (former director and significant shareholder). Each terminated lease had an initial 15-year term with renewal options.

  • ·Lease agreements were absolute net leases with initial 15-year terms and specified renewal options.
  • ·Properties include two stand-alone branches and a portion of the headquarters building at 400 East Thomas Street, Hammond, Louisiana.
VenHub Global, Inc.8-Knegativemateriality 9/10

05-05-2026

VenHub Global, Inc. (VHUB) received a Nasdaq notification on April 30, 2026, stating that its common stock closing bid price was below the $1.00 minimum for 30 consecutive business days, failing Nasdaq Marketplace Rule 5450(a)(1). The Company has 180 calendar days until October 27, 2026, to regain compliance by closing at or above $1.00 for 10 consecutive business days, with no immediate impact on trading. While the Company plans to monitor the bid price and evaluate options like a potential reverse stock split for extra time, there is no assurance of regaining compliance, risking delisting.

  • ·Company is an emerging growth company.
  • ·Shares continue to trade uninterrupted on Nasdaq under ticker VHUB.
  • ·Potential eligibility for second 180-day compliance period if other Nasdaq Capital Market listing standards are met (except bid price) and reverse stock split intention is notified.
Clene Inc.8-Kpositivemateriality 8/10

05-05-2026

Clene Inc. announced the pricing of an underwritten registered direct offering of 1,000,000 shares of common stock at $7.00 per share to a single investor, expecting gross proceeds of approximately $7 million before expenses. Net proceeds, along with existing cash, will fund NDA preparation and filing for CNM-Au8, ongoing expanded access protocols and a future confirmatory Phase 3 trial, manufacturing expansion, potential commercialization, and early-stage R&D. The offering is expected to close on or about May 6, 2026, with Canaccord Genuity LLC as sole bookrunner.

  • ·Offering pursuant to shelf registration statement on Form S-3 (File No. 333-286058)
  • ·Company based in Salt Lake City, Utah, with R&D and manufacturing in Maryland
  • ·Focused on neurodegenerative diseases including ALS, MS, and Parkinson's disease
Envirotech Vehicles, Inc.8-Knegativemateriality 9/10

05-05-2026

Envirotech Vehicles, Inc. received a notice from Nasdaq on April 29, 2026, indicating that its stockholders’ equity fell below the $2,500,000 minimum required for continued listing on the Nasdaq Capital Market, as reported in its Form 10-K for the year ended December 31, 2025; the company also fails to meet alternative standards for market value of listed securities or net income. There is no immediate impact on trading, but the company must submit a compliance plan by June 13, 2026, with a possible extension to October 26, 2026. The company is evaluating options but provides no assurance of regaining compliance.

  • ·Notice issued under Nasdaq Listing Rule 5810(c)(2)(C).
  • ·Company does not meet alternative standards of market value of listed securities or net income from continuing operations.
  • ·Appeal to Nasdaq Hearings Panel possible if plan rejected or delisting occurs.
AVIS BUDGET GROUP, INC.8-Kpositivemateriality 8/10

05-05-2026

Avis Budget Group, through ABRCF, executed the Fourth Amendment to the Series 2010-6 Supplement, extending the Class A Scheduled Expiry Date to April 30, 2028 (from April 1, 2027) and Class B to April 30, 2027 (from April 30, 2026), while pushing the Reduction Date to November 1, 2026 (from November 1, 2025). The amendment revises enhancement rates downward post-Interest Rate Cap Expiry Date (e.g., Class A DBRS Below Investment Grade Non-Program from 38.25% to 37.50%), introduces a 10% cap on Electric Vehicle Net Book Value, and replaces Tesla-specific limits with broader Electric Vehicle definitions. These changes enhance financing facility longevity amid adjustments for interest rate caps and vehicle composition.

  • ·Deleted definitions: Series 2010-6 Excess Tesla Percentage and Series 2010-6 Maximum Tesla Amount.
  • ·New Series 2010-6 Required Liquidity Amount post cap expiry uses Series 2010-6 Interest Rate Cap Liquidity Percentage.
  • ·Amendment dated April 30, 2026; SEC filing May 05, 2026.
  • ·Revised Schedule I and Exhibit J attached to amendment.
Crexendo, Inc.8-Kneutralmateriality 7/10

05-05-2026

Crexendo, Inc. (CXDO) filed an 8-K on May 05, 2026, under Items 1.01 (Entry into a Material Definitive Agreement), 2.03 (Creation of a Direct Financial Obligation), and 9.01 (Financial Statements and Exhibits), disclosing a Credit Agreement attached as Exhibit 10.1. No specific financial terms, amounts, or performance metrics are provided in the excerpt.

PURE BIOSCIENCE, INC.8-Kpositivemateriality 8/10

05-05-2026

PURE Bioscience, Inc. completed a private placement financing on April 30, 2026, raising $1.0 million gross proceeds by issuing 18,131,096 shares of common stock at $0.0553 per share to accredited investors. Board members Tom Y. Lee invested approximately $700,000 directly and through affiliates, while Ivan Chen invested $27,650, with approval from disinterested board members. Net proceeds of approximately $1.0 million will fund general corporate purposes, including research and development, administrative expenses, and working capital.

  • ·Shares issued in reliance on exemption under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.
  • ·Securities Purchase Agreement filed as Exhibit 10.1.
BATTALION OIL CORP8-Kpositivemateriality 8/10

05-05-2026

On May 5, 2026, Battalion Oil Corporation entered into a Sales Agreement with Roth Capital Partners, LLC, enabling the issuance and sale of up to $150 million of its common stock, par value $0.0001 per share, through an at-the-market offering on the NYSE American or other methods permitted by law. The Agent will receive a commission of up to 3.00% of gross proceeds, with the Company reimbursing up to $50,000 in initial out-of-pocket expenses and $8,000 quarterly for maintenance. The Company is not obligated to sell any shares, and sales can be suspended at any time.

  • ·Sales Agreement filed as Exhibit 1.1; Legal opinion from Mayer Brown LLP as Exhibit 5.1.
  • ·Pursuant to effective shelf registration statement on Form S-3 (File No. 333-295204), filed April 21, 2026 and effective April 28, 2026.
Roadzen Inc.8-Kpositivemateriality 8/10

05-05-2026

Roadzen Inc. announced the pricing of an $8.0 million registered direct offering of 4,705,870 ordinary shares at $1.70 per share to institutional investors, with gross proceeds estimated at approximately $8.0 million before fees and expenses. The offering is expected to close on or about May 5, 2026, subject to customary conditions, with Maxim Group LLC acting as sole placement agent. The securities are offered under an effective S-3 shelf registration statement.

  • ·Filing date: May 05, 2026; Announcement date: May 4, 2026
  • ·Shelf registration on Form S-3 (File No. 333-282966) effective November 12, 2024
  • ·Headquartered in Burlingame, California, with offices in U.S., U.K., and India
  • ·Annual report on Form 10-K filed with SEC on June 26, 2025
Aura Biosciences, Inc.8-Kpositivemateriality 9/10

05-05-2026

Aura Biosciences, Inc. entered into an underwriting agreement on May 4, 2026, for a public offering of 39,591,000 shares of common stock at $6.00 per share and pre-funded warrants to purchase 3,800,000 shares at $5.99999 each, with underwriters Leerink Partners LLC, TD Securities (USA) LLC, and Evercore Group L.L.C. exercising their full option for an additional 6,508,650 shares. The offering closed on May 5, 2026, yielding net proceeds of approximately $280.8 million. Proceeds will fund clinical programs ($241.8 million, including early choroidal melanoma and bel-sar registration activities) and a $39.0 million repurchase of 6,922,870 shares from Matrix Capital Management Master Fund, LP at $5.64 per share.

  • ·Pre-Funded Warrants have an exercise price of $0.00001 per share and beneficial ownership limitations of 4.99% or 9.99% (adjustable up to 19.99%).
  • ·Net proceeds, together with existing cash, cash equivalents, and marketable securities, expected to fund operating expenses and capital expenditures into the second half of 2028.
C2 Blockchain, Inc.8-Kmixedmateriality 7/10

05-05-2026

C2 Blockchain, Inc. issued a $120,000 principal convertible promissory note to Labrys Fund II, L.P. on April 23, 2026, for $100,000 gross proceeds with a $20,000 original issue discount and 10% one-time interest ($12,000), featuring conversion at a 75% discount to the lowest bid price and a 5,000,000 share reservation. The company also issued 3,000,000 shares on April 28, 2026, and 800,000 shares on April 30, 2026, at $0.01 per share for $30,000 and $8,000 proceeds, respectively, under Regulation D exemptions. While providing needed capital ($138,000 total gross proceeds), the terms impose dilution risks, covenants restricting operations, and acceleration to 150% on default.

  • ·Note matures 12 months from April 23, 2026; amortization payments begin October 23, 2026.
  • ·Holder beneficial ownership limited to 4.99% (waivable to 9.99% with 61 days' notice).
  • ·Prepayment allowed in first 180 days with 3 trading days' notice; events of default trigger 150% acceleration.
  • ·Securities issued under Section 4(a)(2) and Regulation D exemptions; not registered.
Picard Medical, Inc.8-Kmixedmateriality 8/10

05-05-2026

Picard Medical, Inc. priced a $5 million gross proceeds offering with new and existing institutional investors, involving 16,666,667 shares (or pre-funded warrants) and Series A/B warrants for up to 16,666,667 shares each at $0.30 per share plus warrants. Proceeds will fund working capital and payoff of senior secured note redemptions and loans, but the offering includes highly dilutive warrants with $0.35 exercise prices and an exchange of 7,009,346 existing warrants ($2.675 exercise) for 10,000,000 new ones at $0.35. WestPark Capital acted as sole placement agent, with closing expected around May 6, 2026.

  • ·Series A Common Warrants: exercisable immediately, expire 5 years from issuance.
  • ·Series B Common Warrants: exercisable immediately, expire 24 months from issuance.
  • ·Pre-Funded Warrants: exercisable immediately, expire when fully exercised.
  • ·Warrant exchange eliminates forced exercise and broad anti-dilution provisions.
  • ·Form S-1 (File No. 333-295333) effective May 4, 2026.
  • ·More than 2,100 SynCardia Total Artificial Heart implants performed across 27 countries.
Safe & Green Development Corp8-Kpositivemateriality 9/10

05-05-2026

RenX Enterprises Corp secured an initial $13 million PIPE financing commitment from institutional investors, with $6.3 million funded at the initial closing on May 4, 2026, and the remaining $6.7 million expected shortly after SEC registration statement effectiveness. Up to an additional $87 million in funding is available upon mutual consent. Net proceeds from the initial closing will support working capital, while second closing proceeds will repay February 2026 senior convertible notes.

  • ·Dawson James Securities, Inc. acted as sole placement agent.
  • ·Securities issued: senior convertible notes and warrants for common stock.
  • ·Reliance on Section 4(a)(2) of Securities Act and Regulation D exemption.
  • ·Company focused on technology-driven environmental processing and sustainable materials.
ConnectM Technology Solutions, Inc.8-Kpositivemateriality 9/10

05-05-2026

ConnectM Technology Solutions, Inc. announced a definitive agreement to divest its 94.1%-owned subsidiary Global Impx Inc. (GIX), including ConnectM India operations and Geo Impex land asset, to Blue Cloud Softech Solutions Ltd. for 170 million Blue Cloud shares (160 million to ConnectM), implying a $34.2 million transaction value with ConnectM's portion at $32.2 million, exceeding its $31.9 million market cap as of May 4, 2026. The divested assets represented 5.8% of FY2025 revenue ($2.0 million out of $35.8 million total). The transaction simplifies ConnectM's structure to focus on U.S. energy technology and AI infrastructure, while retaining economic exposure to India via a 17.3% post-issue stake in Blue Cloud.

  • ·Transaction approved by Blue Cloud's board and stockholders but subject to regulatory, stock exchange, and customary approvals including Indian securities laws.
  • ·Filing date: May 05, 2026; Items: 1.01, 7.01, 9.01.
Datavault AI Inc.8-Kmixedmateriality 9/10

05-05-2026

Datavault AI Inc. (NASDAQ:DVLT) announced the pricing of a registered direct offering of 109,090,910 shares of common stock for gross proceeds of approximately $60.0 million, prior to expenses, led by global investment managers and existing shareholders. The net proceeds will support deployment of its quantum-ready GPU edge network, working capital, and general corporate purposes, with closing expected on or about May 5, 2026. While providing growth capital, the offering will cause dilution to existing stockholders.

  • ·Offering pursuant to shelf registration on Form S-3 (File No. 333-294502), filed March 20, 2026 and effective March 25, 2026.
  • ·Sole placement agent: Titan Partners, a division of American Capital Partners.
  • ·Press release dated May 3, 2026; 8-K filing date May 5, 2026.
Scilex Holding Co8-Kpositivemateriality 10/10

05-05-2026

Scilex Holding Company's indirect subsidiaries, ACEA Therapeutics, Inc. and ACEA Pharma, Inc., entered a definitive stock acquisition agreement with Phoenix Asia Holdings Limited (Nasdaq: PHOE), under which Phoenix will acquire 100% of ACEA Pharma's equity for 100,000,000 newly-issued ordinary shares valued at $1,000,000,000. Post-closing, expected by end of Q2 2026, Phoenix will rename to ACEA Pharma, Inc., list on Nasdaq, and ACEA Thera will own approximately 82% of the go-forward company, subject to customary closing conditions including regulatory approvals. No financial performance metrics or declines were reported in this announcement.

  • ·Closing subject to customary conditions including regulatory and stock exchange approvals
  • ·Boards of directors of ACEA Thera, ACEA Pharma, and Phoenix unanimously approved the transaction
  • ·Phoenix primarily engages in substructure works in Hong Kong through Winfield Engineering
Stonepeak-Plus Infrastructure Fund LP8-Kneutralmateriality 7/10

05-05-2026

Stonepeak-Plus Infrastructure Fund LP executed its Third Amended and Restated Limited Partnership Agreement effective May 4, 2026, fully amending and restating the prior Second Amended and Restated Agreement (as amended March 30, 2026). The agreement details governance provisions including General Partner powers, unit subscriptions and distributions, allocations of profits and losses, transfers, and tax matters for this Delaware limited partnership focused on infrastructure investments. No financial performance metrics or period-over-period changes are disclosed in the filing.

  • ·Original formation: April 29, 2024
  • ·Name change for Partnership and General Partner: October 15, 2024
  • ·First Amended and Restated LPA: May 2, 2025
  • ·Second Amended and Restated LPA: October 31, 2025 (amended March 30, 2026)
  • ·SEC 8-K Filing Date: May 05, 2026
  • ·Items reported: 1.01, 3.02, 5.03, 8.01, 9.01
Reborn Coffee, Inc.8-Kpositivemateriality 9/10

05-05-2026

Reborn Coffee, Inc. entered into a Securities Purchase Agreement on April 29, 2026, for a private placement of up to 10,500,000 shares of common stock at $2.00 per share, targeting aggregate gross proceeds of $21 million across two closings. The first closing for 1,400,000 shares ($2.8 million) awaits Nasdaq no-objection, while the second for up to 9,100,000 shares ($18.2 million) requires stockholder approval. Proceeds will fund flagship store expansion, brand development, working capital, multi-channel distribution, and operational efficiencies, though subject to closing conditions and regulatory approvals.

  • ·Private Placement exempt from registration under Rule 903 of Regulation S; Investors represented as non-U.S. persons
  • ·First Closing contingent on Nasdaq no-objection to Listing of Additional Securities Notification
  • ·Second Closing requires stockholder approvals via meeting or written consent
  • ·Shares have $0.0001 par value; trading symbol REBN on Nasdaq Capital Market
Versus Systems Inc.8-Kmixedmateriality 9/10

05-05-2026

Versus Systems Inc. received a Nasdaq deficiency notice on April 29, 2026, for failing to maintain the minimum $2,500,000 stockholders’ equity required under Listing Rule 5550(b)(1), with actual equity at $1,918,303 as of December 31, 2025, and no compliance via alternative market value or net income metrics. The company has 45 days until June 13, 2026, to submit a compliance plan, potentially granting an extension to October 26, 2026. As part of its plan, Versus entered a Stock Purchase Agreement on April 15, 2026, to sell 1,513,128 common shares to ASPIS Cyber Technologies, Inc. for $1,700,000 cash at $1.1235 per share (105% of the April 14, 2026 closing price), expected to close by May 14, 2026.

  • ·Nasdaq listing: Common Shares (VS) on The Nasdaq Capital Market
  • ·Company is an emerging growth company
  • ·No immediate effect on listing from deficiency notice
Zoned Properties, Inc.8-Kpositivemateriality 8/10

05-05-2026

On May 1, 2026, Zoned Properties, Inc., through its subsidiary ZP RE MI Woodward, LLC, entered into and closed an Agreement of Sale for the Woodward Property in Michigan, consisting of fee interest at 23600 Woodward Avenue, Ferndale, and vendee interests in land contracts for adjacent properties in Pleasant Ridge, for an aggregate purchase price of $700,000 plus buyer assumption of $1,327,371 (Pearlman Land Contract) and $374,826 (Gangnier Land Contract), with a $100,000 credit applied due to timely closing. The transaction included assignment of a Licensed Cannabis Facility Absolute Net Lease to Rapid Fish 2, LLC, with buyer assuming post-closing obligations and seller retaining pre-closing liabilities. No performance declines or flat metrics reported in this asset sale.

  • ·Properties: Fee Property APN 24-25-27-181-006 (23600 Woodward Ave, Ferndale, MI); Pearlman L/C APNs 25-27-181-004 & 25-27-181-005 (23622 & 23616 Woodward Ave, Pleasant Ridge, MI); Gangnier L/C APN 25-27-181-003 (23634 Woodward Ave, Pleasant Ridge, MI)
  • ·Pearlman Land Contract dated November 30, 2022; Gangnier Land Contract dated February 23, 2023
  • ·Closing costs shared equally; buyer responsible for additional title coverage
  • ·Seller released from post-closing liabilities under land contracts and lease upon assignment

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